EMPLOYMENT AGREEMENT
                              --------------------

        This Employment  Agreement (the "Agreement") is made and entered into as
of  November  1,  1999  (the  "Effective   Date"),   by  and  between   NextPath
Technologies,  Inc., a Nevada corporation, whose principal executive offices are
located at 114 South Churton  Street,  Suite 101,  Hillsborough,  North Carolina
27278 (the "Company"),  and Frederic F. Wolfer, Jr., whose address is 8602 South
Braden  Avenue,  Tulsa,  Oklahoma  73137 (the  "Employee").  The Company and the
Employee are collectively referred to as the "Parties."

                                   WITNESSETH:

        WHEREAS, the Company desires to employ the Employee as Vice President of
the Company to devote his full time,  professional and technical services to the
business of the Company, and the Employee desires to be so employed; and

        WHEREAS,  the  Company  and the  Employee  desire  to  enter  into  this
Agreement  for the  period  and on the  terms and  conditions  set forth in this
Agreement.

        NOW,  THEREFORE,  in  consideration  of the covenants and agreements set
forth in this  Agreement  and for other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Parties agree as
follows:

        Section  1.  Employment.  Subject  to the terms and  conditions  of this
Agreement,  the Company  agrees to employ the Employee as Vice  President of the
Company and the Employee agrees to be employed in such capacity.

        Section 2. Duties.  The Employee agrees to devote  substantially  all of
his  business  hours to, and during such time,  make the best use of his energy,
knowledge, and training,  advancing the Company's interests. The Employee agrees
to  diligently  and  conscientiously  perform  his  duties  for the term of this
Agreement,  within the general  guidelines as determined by the President of the
Company.  The Employee will report to the President of the Company,  who will be
responsible  on  behalf  of  the  Company  for  evaluating  the  Employee's  job
performance  and  determining the extent to which the Employee is fulfilling his
duties.

        Section 3.  Term.  Subject to earlier  termination  in  accordance  with
Section 14 of this  Agreement,  this  Agreement  shall  continue in effect for a
period of five (5) years beginning on the Effective Date.

        Section 4.    Compensation.
                      ------------

               Section 4.1. Salary. In consideration for the Employee's services
        under this  Agreement,  the Company agrees to pay the Employee an annual
        salary of One Hundred Fifty Thousand Dollars ($150,000).  The Employee's
        compensation  shall be paid in accordance with standard  Company payroll
        practices,  subject to applicable withholding  requirements.  Subsequent
        adjustments  to salary shall be  determined by the Board of Directors of
        the Company.

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<PAGE>

               Section 4.2. Bonus. In addition to other  compensation to be paid
        under this Agreement,  the Employee may receive,  in the sole discretion
        of the Company, periodic performance bonuses from time to time.

               Section 4.3. Signing Bonus. In addition to other  compensation to
        be paid under this Agreement,  the Company shall deliver to the Employee
        One Hundred Thousand (100,000) shares of the Company's restricted common
        stock,  par value $.001 (the  "Shares"),  within thirty (30) days of the
        Effective Date.

               The Shares will be  "Restricted  Securities,"  as defined by Rule
        144  under  the  Securities  Act  of  1933,  will  be  restricted  as to
        transferability, and will bear substantially the following legend:

               The  securities  represented  by this  Certificate  have not been
               registered  under the United States  Securities  Act of 1933 (the
               "Act") and are "restricted securities" as that term is defined in
               Rule 144 under the Act.  The  securities  may not be offered  for
               sale,  sold  or  otherwise  transferred  except  pursuant  to  an
               effective registration statement under the Act, or pursuant to an
               exemption from  registration  under the Act, the  availability of
               which is to be established to the satisfaction of the Company.

               The Company agrees to file a registration  statement covering the
        Shares with the Securities and Exchange  Commission within six months of
        the Effective Date.

        Section 5.  Participation  in Employee  Benefit  Programs.  The Employee
shall be entitled to  participate  in all the employee  benefit  programs of the
Company in effect from time to time including, but not limited to, the Company's
group health and dental insurance plans, group life insurance plans,  disability
insurance plans,  retirement plans,  deferred  compensation  plans, stock option
plans,  employee  stock purchase  plans  developed for key personnel  (including
performance  based plans and plans  providing  lower than market value  exercise
prices),  and any other employee benefit programs as may from time to time be in
effect.

        Section 6.    Mandatory Employee Benefits.

               Section 6.1. Health Insurance. In the event that the Company does
        not maintain a group health  insurance  plan,  the Company shall pay the
        premiums  on a  health,  dental  and  vision  insurance  policy  for the
        Employee and his  dependents.  In the event that the annual premiums for
        the policy  exceed Two  Thousand  Five  Hundred  Dollars  ($2,500),  the
        Employee shall be responsible for and shall pay any excess.

               Section 6.2. Life  Insurance.  In the event that the Company does
        not maintain a group life  insurance  plan or such plan does not provide
        the Employee with life insurance coverage in the amount of $250,000, the
        Company shall pay the premiums on a term policy on the  Employee's  life
        that  provides  a  death   benefit  in  the  amount  of  $250,000.   The
        beneficiaries  of such life insurance  policy shall be designated by the
        Employee in his sole and absolute discretion.

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<PAGE>

        Section 7. Business  Expenses.  In addition to other  compensation to be
paid under this  Agreement,  the Company shall be responsible for and shall bear
all ordinary and necessary  business  expenses  which the Employee  incurs while
performing his duties under this Agreement,  provided that the Employee accounts
properly  for these  expenses  to the  Company  in the manner  that the  Company
prescribes and such expenses are incurred in accordance with the policies of the
Company.

        Section 8.  Vacation and Sick Leave.  The Employee  shall be entitled to
thirty-five  (35) working days of paid time off per calendar year to be used for
vacation  and/or sick leave as required  (the "Time Off").  If the Employee does
not use his Time off in its  entirety  in any  given  year,  it shall be  deemed
forfeited,  it shall not be carried over, and the Employee shall not be entitled
to compensation for any unused Time Off.

        Section 9. Automobile  Allowance.  In the event that the other executive
officers are provided with automobiles,  the Company shall lease and provide the
Employee  with the use of an  automobile  of the  Employee's  choice;  provided,
however, that the monthly lease payment for such automobile does not exceed Four
Hundred Dollars ($400) per month. In addition,  the Company shall be responsible
for, and shall pay, all gas, insurance, maintenance and repair expenses relating
to such automobile.  Unless  prohibited by the lease or otherwise,  the Employee
shall have a thirty (30) day option,  in his sole  discretion,  to purchase  the
automobile  upon the  expiration of the lease term and at the purchase price set
forth in the lease.

        Section 10. Other Benefits.  The Company shall provide the Employee with
a suitable  office  and  related  secretarial assistance during the term of this
Agreement.

        Section 11. Place of Employment.  Unless otherwise  mutually agreed upon
between the Parties,  the Employee shall be employed at the Company's offices in
Tulsa, Oklahoma.

        Section  12.  Rights  in  Work  Product.   All  materials,   inventions,
discoveries,   improvements  and  designs  developed  by  the  Employee  in  the
performance  of his  duties  during  the term of this  Agreement,  all  goodwill
associated   therewith,   and  all  related  documents,   data,  models,  plans,
specifications  and  similar  materials,  shall  become  the sole and  exclusive
property of the Company  when  prepared  or  created,  and shall be  immediately
disclosed  to the  Company by the  Employee.  The  Employee  hereby  assigns all
rights, title and interest in all such items, all goodwill associated therewith,
and all related intellectual property to the Company. In addition,  the Employee
agrees that any copyrightable  materials created under this Agreement constitute
"work made for hire" under 17 U.S.C.  ss.  101. If for any reason such  material
does not constitute  works made for hire, the Employee  hereby  irrevocably  and
exclusively  grants,  assigns and conveys all right, title and interest thereto,
including any copyrights relating thereto,  to the Company.  The Employee agrees
to execute such further  documents as the Company deems necessary to confirm the
Company's  ownership of the items and  intellectual  property  described in this
Section 12.

        Section 13. Competitive Activities. Without the prior written permission
of the Company,  which  permission may be withheld in the sole discretion of the
Company,  the Employee  agrees that during the term of this  Agreement and for a
period of two (2) years thereafter, the Employee will not, alone or with others,
directly or indirectly,  as principal,  agent,  trustee or through the agency of

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any corporation, partnership, association or agent or agency, (i) participate or
engage in the  business  of the  Company,  (ii)  service or  solicit  any of the
Company's business from any customer of the Company, (iii) request or advise any
customer of the Company to withdraw,  curtail or cancel such customer's business
with the Company,  or (iv)  solicit for  employment  any person  employed by the
Company;  provided however,  that (i) no owner of less than five percent (5%) of
the outstanding stock of any publicly traded  corporation shall, for purposes of
this Section 13, be deemed to engage  solely by reason of his stock  position in
any of its  businesses,  and (ii) the future  acquisition by the Employee or his
affiliates of any company engaged in the Business shall not be deemed to violate
this  Section 13 if less than ten  percent  (10%) of the total  revenues  of the
acquired  company are derived from the Business.  In the event this provision is
breached,  the Company may  terminate  this  Agreement and pursue all rights and
remedies available to the Company at law, in equity or by statute. To the extent
not in  contravention  of this  Section  13, the  Employee  may use his  general
knowledge  and  skills  to gain  and use in  other  employment.  As used in this
Section 13, the term  "Company"  shall mean the  Company  and its  subsidiaries,
parents and affiliates.

        Section 14.  Termination.  This Agreement may be terminated prior to the
end of its term as follows:

               Section 14.1.  Termination  for Cause.  The Company may terminate
        this  Agreement  for  "Cause"  on ten (10)  days  written  notice to the
        Employee in which case  termination  shall be  effective on the eleventh
        (11th) day following  the date of the notice as used in this  Agreement.
        "Cause" shall mean the Employee's  conviction of (a) a felony,  or (b) a
        misdemeanor involving  embezzlement,  fraud, conversion or misuse of the
        Company's  funds or resources or that  negatively  affects the Company's
        business,   operations  or  reputation  or  substantially   impairs  the
        Employee's  qualifications,  character  or ability to perform his duties
        under this Agreement. In such case, the Company will be obligated to pay
        the Employee only  compensation  that is then due and owing to him under
        Section 4 up to the effective date of the termination.

               Section  14.2.   Termination  Without  Cause.  Either  party  may
        terminate this Agreement  without Cause for any reason  whatsoever  upon
        ninety (90) days  written  notice to the other  Party.  The  termination
        shall be effective on the ninety-first  (91st) day following the date of
        the notice. If termination is by the Company without Cause, the Employee
        shall be  entitled  to  compensation  through  the  date of  termination
        pursuant to Section 4 regardless  of whether the  Employee  continues to
        render personal  services during this time period.  If termination is by
        the  Employee   without  Cause,   the  Employee  shall  be  entitled  to
        compensation  through the date of termination pursuant to Section 4, but
        only if the Employee  continues to render personal  services during this
        time period.  In addition,  in the event that the Employee is terminated
        by the Company  without Cause,  the Employee shall be entitled to a lump
        sum  payment  in  cash  in an  amount  equal  to two  (2)  years  of the
        Employee's annual salary in effect at the time of such termination.

               Section 14.3.  Death or Disability  of Employee.  This  Agreement
        will  terminate  immediately  upon  the  Employee's  death  or upon  the
        Employee's  permanent  disability  that prevents him from performing his
        duties under this Agreement for a continuous period of three (3) months,
        in which case the Employee (or, in the case of his death, the Employee's

                                      -4-
<PAGE>

        legal  representative)  will be entitled to receive all compensation due
        and owing to the Employee under Section 4 up to the date of termination.

               Section  14.4.  Termination  Not to Affect  Accrued  Rights.  The
        termination  of this  Agreement  shall not  affect any right or claim of
        either  party  incurred  or accruing  prior to the date of  termination,
        including  any right or claim of the Employee for  compensation  payable
        for services  rendered or  reimbursable  expenses  incurred prior to the
        date of termination.

        Section  15.   Confidentiality.   The  Employee  acknowledges  that,  in
performing his duties, he may have access to information  regarding the business
and operations of the Company and its affiliates and subsidiaries ("Confidential
Information").  Without the prior written  consent of the Company,  the Employee
(a) shall use the Confidential  Information only for performing his duties,  (b)
shall not  release,  reveal or  disclose  to any  third  party any  Confidential
Information,  and (c) shall not duplicate  any  Confidential  Information.  Upon
execution  of  this   Agreement,   the  Employee  shall  sign  and  deliver  the
Confidentiality Agreement attached to this Agreement to the Company.

        Section 16.   Notice.

               Section 16.1 Notice to the Company. Any notice to be given to the
        Company  under  this  Agreement  shall  be sent  via  facsimile  and via
        certified mail, return receipt requested to:

                      James R. Ladd
                      114 South Churton Street, Suite 101
                      Hillsborough, NC  27278

               Section  16.2 Notice to the  Employee.  Any notice to be given to
        the Employee  under this  Agreement  shall be sent via  certified  mail,
        return receipt requested to:

                      Frederic F. Wolfer, Jr.
                      8602 South Braden Avenue
                      Tulsa, OK 73137

               Section  16.3  Notices  Effective  upon  Mailing.  Except  as may
        otherwise be specifically provided in this Agreement, any notice sent to
        either  party shall be  effective  on, and the time for any action to be
        taken in response to such notice shall be calculated from, the date such
        notice was deposited in the United States mail as certified mail, return
        receipt requested.

        Section 17.   General Provisions.

               Section  17.1.  Assignability.  The rights of the Employee  under
        this  Agreement  are personal to the Employee and may not be assigned or
        transferred to any other person,  corporation or entity. The Company may
        not assign or transfer any right,  duty or  obligation  hereunder to any
        other person,  corporation or entity other than an affiliate without the
        prior written consent of the Employee.

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               Section 17.2.  Binding Effect.  This Agreement shall inure to the
        benefit of and be binding upon the Parties and their  respective  heirs,
        representatives, successors and permitted assigns.

               Section 17.3.  Amendment.  This  Agreement may only be amended or
        modified by a writing signed by the Parties and no oral statement  shall
        in any manner amend, modify or otherwise affect the terms and conditions
        of this Agreement.

               Section  17.4.  Waiver.  No  failure  or  delay  by  a  party  in
        exercising  any right or remedy  under  this  Agreement  will  waive any
        provision of this Agreement.  Nor will any single or partial exercise by
        a party of any right or remedy  under this  Agreement  preclude  it from
        otherwise  or further  exercising  any rights or  remedies  which it may
        have, or any other rights or remedies  granted by any law or any related
        document.

               Section 17.5.  Construction.  This Agreement shall be interpreted
        and  enforced  under the laws of the State of Oklahoma.  The  prevailing
        party in any  dispute to enforce  this  Agreement  shall be  entitled to
        recover from the losing party its costs and a reasonable  attorneys' fee
        to be determined by the court.

               Section  17.6.   Severability.   The  provisions  of  Section  13
        (Competitive  Activities)  and  Section  15  (Confidentiality)  shall be
        deemed to consist of a series of separate covenants. The Employee agrees
        that the character,  duration and geographical scope of those provisions
        are reasonable.  However,  should a determination  be made by a court of
        competent  jurisdiction  or  other  tribunal  at a later  date  that the
        character,  duration  or  geographical  scope  of  those  provisions  is
        unreasonable,  then it is the intention and the agreement of the Parties
        that those  provisions  shall be construed by the court in such a manner
        as to impose  only those  restrictions  on the  conduct of the  Employee
        which are  reasonable in light of the  circumstances  as they then exist
        and as are  necessary to assure the Company of the  intended  benefit of
        this Agreement. If in any judicial or other legal proceeding, a court or
        other  tribunal  shall refuse to enforce all of the  separate  covenants
        included  in  this  Agreement  because  they  are  more  extensive  than
        necessary  to  assure  the  Company  of the  intended  benefit  of  this
        Agreement,  then those covenants which, if eliminated,  would permit the
        remaining  separate  covenants to be enforced in such proceeding  shall,
        for the  purpose  of such  proceeding,  be deemed  eliminated  from this
        Agreement.

               Section  17.7.  Survival of Terms.  The terms and  provisions  of
        Sections 13 (Competitive  Activities),  14.4  (Termination Not to Affect
        Accrued Rights) and 15  (Confidentiality)  shall survive the termination
        or expiration of this Agreement.

               Section  17.8.  Counterparts/Facsimile.  This  Agreement  may  be
        executed in one or more  counterparts,  each of which shall be deemed an
        original  but all of which  together  will  constitute  one and the same
        instrument.  A facsimile or other  reproduction of this Agreement may be
        executed by one or more of the  Parties,  and an  executed  copy of this
        Agreement may be delivered by one or more of the Parties by facsimile or
        similar instantaneous  electronic  transmission device pursuant to which
        the  signature  of or on  behalf  of such  party  can be seen,  and such
        execution and delivery shall be considered valid,  binding and effective

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        for all purposes.  At the request of either Party,  the Parties agree to
        execute an original of this  Agreement as well as any facsimile or other
        reproduction of this Agreement.

               Section 17.9. Release. Upon his execution of this Agreement,  the
        Employee,  for himself and his successors and heirs, does hereby forever
        release  and  discharge  the  Company,  and  its  affiliates,   parents,
        subsidiaries,  officers,  directors,  agents,  servants,  attorneys  and
        employees  of and  from  any  and  all  claims,  complaints,  petitions,
        damages,  attorney fees, costs, expenses,  losses, demands,  actions and
        causes of action,  known or unknown,  which he may have,  own or hold by
        reason of any conduct,  matter or thing  whatsoever which has been done,
        omitted or  suffered  to have been done prior to the  Effective  Date of
        this Agreement.

               Section   17.10.Entire   Agreement.   This  Employment  Agreement
        constitutes the entire agreement  between the Parties and supersedes any
        prior  understandings,  agreements or  representations by or between the
        Parties,  whether  oral or written,  that may have related in any way to
        the subject matter of this Employment Agreement.

        IN WITNESS  WHEREOF,  the Parties have executed this Agreement as of the
Effective Date.

           COMPANY:                                NextPath Technologies, Inc.


                                                   By:
                                                      --------------------------
                                                      James R. Ladd, President

           EMPLOYEE:

                                                      --------------------------
                                                      Frederic F. Wolfer, Jr.