Exhibit 10.2




July  18,  1997

Mr.  Charles  Lesser
5801  Serrania  Avenue
Woodland  Hills,  CA  91367

Dear  Charles,

I  am  pleased  to  confirm  your employment with Celestial Based Communications
CBCom,  Inc.  as a member of our senior management.  Effective 16,1997, you will
fill the position of Vice President for Business Development and Chief Financial
Officer  for  CBCom,  Inc.  You  may  be  assigned  other  positions, titles and
responsibilities  from  time  to  time.

In  your  primary position with CBCom, Inc. you will be expected to, among other
things,  (1)  carrying out fiscal and accounting responsibilities of the company
and  its  projects, (2) develop project and business plans, (3) raise capital to
finance  the  company  and  its  projects,  and  at  the  direction of the Chief
Executive  Officer,  (4)  maintain  the  financial  viability of the company, in
addition  to  other  duties  the  Chief  Executive  Officer  may  assign.

Your  base  pay  will  be  $150,000  per year,  paid in send-monthly increments.
Annual  performance  bonus  payments,  If any, shall be at the discretion of the
Chief  Executive  Officer.  All  bonuses  are discretionary. Your salary hall be
increased  on your twelve month anniversary by amount of the increase In the Los
Angeles-Anaheim-Riverside,  California Consumer Index for all Urban Consumers as
reported  for  the  Immediately  preceding  December 31st by the Bureau of Labor
Statistics  of the US Department of Labor, has increased over the level at March
31,  1.997  and  subsequent  annual  March  31st  reference  dates.

You  will be allowed an option to purchase two percent of the companies stock at
par value.  In addition you will be awarded an option to purchase two percent of
the  companies  stock,  one  percent to vest on each anniversary of service. The
executive  committee  of  the  board  will  determine  the  terms.  It  is  also
anticipated  that  the  company will make future offerings of securities and you
may  be  rewarded  for  your  efforts  at  the discretion of the Chief Executive
Officer  subject  to whatever concurrence policies are established by the board.

You  will  be  eligible to participate in deferred compensation plans, yet to be
developed, which serve essential executives. You will be eligible to participate
in  a  company  401K plan pursuant to the rules and requirements of such a plan.
You  will  be  bound  by  company  policies  and procedures as prescribed by the
company  policy  handbook at such time and as adopted by the Board of Directors.


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You will be covered by life insurance at two times your annual earnings and will
be  provided accidental death and dismemberment coverage equal to two times your
salary.  You  will  be  eligible  to  participate  in  the  company health plan,
including  medical  and  dental coverage with your deductibles reimbursed by the
company.  You  will  be  entitled  to four weeks of vacation and a minimum often
paid  holidays per year. Sick days will accrue at the rate of one per month to a
maximum  of  40  days.  You  shall  receive  a  monthly  car  allowance of $500.

The  term  of  this  agreement shaft be for two years, extended thereafter on an
annual  basis  by notification of the Chief Executive Officer on or before April
15  of each year. You may be terminated for cause which Is defined as commission
of  a  misdemeanor  or felony, or non-performance of your duties as assigned, or
neglect,  which  In  either  case  has  not,  In  the sole judgment of the Chief
Executive  Officer,  been  cured  after  30  days  prior written notice. If this
agreement  Is  terminated  for  any reason other than cause, you will be given a
severance  payment  equal  to  four.(4)  month's  compensation.

Should  a  dispute  arise  regarding  the  terms of your employment, It shall be
resolved  by final and binding arbitration. In California in accordance with the
arbitration  procedures  of  the  American  Arbitration  Association.

Signed  and  accepted,                    Signed  and  accepted,




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Charles  Lesser                         Bernard  J.  Luskin,  Chairman  and  CEO



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Date




<PAGE>


                                      MAX  SUN
                                      PRESIDENT  AND  CHIEF  OPERATIONS  OFFICER
APRIL  21,  1999






MR.  CHARLES  A.  LESSER
5801  SERRANIA  AVENUE
WOODLAND  HILLS,  CA  91367

RE:  EMPLOYMENT  AGREEMENT

DEAR  CHARLES,

YOUR  ORIGINAL  EMPLOYMENT  AGREEMENT DATED JULY 18, 1997 WAS FOR A PERIOD A TWO
YEARS  FROM  JUNE  16,  1997  THROUGH  JUNE  15,  1999.

ACCORDING  TO  THE NOTICE PROVISION CONTAINED IN THE AGREEMENT, WE HEREBY EXTEND
THE  AGREEMENT  FOR  ONE  ADDITIONAL  YEAR  THROUGH  JUNE  15,  2000.


SIGNED AND ACCEPTED,                                        SIGNED AND ACCEPTED,





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CHARLES  A.  LESSER                                           MAX  SUN,PRESIDENT





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