<PAGE>



                                                                   EXHIBIT 10.11

                              EMPLOYMENT AGREEMENT
                                       and
                             COVENANT NOT TO COMPETE


         EMPLOYMENT AGREEMENT and COVENANT NOT TO COMPETE (the "Employment
Agreement"), by and between WORLDQUEST NETWORKS, INC. ("WorldQuest") and R.
Stephen Polley ("Executive"), effective as of May 14, 2003.

                                   WITNESSETH:

         WHEREAS, WorldQuest desires to continue to utilize the services of the
Executive as its President and Chief Executive Officer, and the Executive is
willing to render such services; and

         WHEREAS, WorldQuest and the Executive desire to evidence in this
Employment Agreement the terms under which the Executive will perform such
services;


         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, receipt of which is hereby acknowledged, the Executive
and WorldQuest agree as follows:

         1. Title and Duties

                  (a) The Executive's title will be President and Chief
         Executive Officer of WorldQuest. The Executive's duties and
         responsibilities will be as described in WorldQuest's Bylaws (as in
         effect as of the date of this Employment Agreement) and the Executive
         shall at all times report directly to the Board of Directors of
         WorldQuest, or as otherwise agreed by the Executive. The Executive will
         exercise due diligence and reasonable care in the performance of the
         Executive's duties under this Employment Agreement.

                  (b) The Executive shall continue to serve as a member of the
         Board of Directors of WorldQuest and shall be nominated for continued
         membership on the Board during the Term of this Employment Agreement.

         2. Term

                  (a) Unless earlier terminated as provided for herein, the term
         of this Employment Agreement will be for three years, beginning on May
         14, 2003, and ending on May 13, 2006 (the "Term"). This Employment
         Agreement term will commence simultaneously with the expiration of the
         Executive's Employment Agreement in effect before May 14, 2003.

                  (b) If the Executive's employment with WorldQuest is
         terminated by the Executive due to the Executive's voluntary
         resignation (other than voluntary resignation following "Constructive
         Termination", as defined below) or by WorldQuest for "Cause" (as
         defined below), this Employment Agreement shall terminate immediately
         (except for the provisions of Paragraphs 4, 5, 6 and 7). For purposes
         of this Employment Agreement, the Executive may be terminated for
         "Cause" by majority vote of (excluding the Executive) the Board of
         Directors of WorldQuest as a result of (i) refusal to implement or
         adhere to policies or directives of the Board of Directors of
         WorldQuest; or (ii) gross negligence that is materially injurious to
         the operations or financial condition of WorldQuest; and such conduct
         or condition causing termination for Cause is not cured within thirty
         days after written notice is delivered to the Executive from
         WorldQuest. For these purposes, no refusal to act or failure to adhere
         shall be considered as grounds for Cause unless it is done, or omitted
         to be done, in bad faith without reasonable belief that the action or





<PAGE>

         omission was in the best interest of WorldQuest. In the event
         corrective action is not satisfactorily taken by the Executive, a final
         written notice of termination shall be provided to the Executive by
         WorldQuest.

                  (c) If the Executive's employment is terminated during the
         Term of this Employment Agreement due to resignation following
         "Constructive Termination" (as defined below) or for any other reason
         other than the Executive's voluntary resignation or discharge for
         Cause, this Employment Agreement shall terminate immediately (except
         for the confidentiality provisions of Paragraph 4(a) and the provisions
         of Paragraphs 5, 6 and 7) and the Executive shall receive:

                           (i) The Executive's Base Salary as described in
                  Paragraph 3(a) through the date of termination;

                           (ii) in lieu of further cash payments to the
                  Executive pursuant to Paragraph 3, WorldQuest shall pay the
                  Executive within thirty days of the date of the Executive's
                  termination, a lump sum amount equal to the Executive's annual
                  Base Salary;

                           (iii) full vesting in all stock options previously
                  granted to the Executive (irrespective of the date of the
                  grant of such stock options and irrespective of the vesting
                  schedule otherwise applicable to such stock options; the
                  Executive shall be permitted to retain such options for future
                  exercise or sell such stock received on exercise as though the
                  Executive had remained in the employment of WorldQuest until
                  the end of the regular Term, and WorldQuest shall take such
                  actions as are permitted by applicable law to cause such
                  vesting and option retention; and

                           (iv) additionally, the provisions of Paragraphs 7(g)
                  and 7(h) shall remain in effect as though this Employment
                  Agreement expired at the end of its regular Term described in
                  Paragraph 2(a), irrespective of its earlier termination.

                  For purposes of this Employment Agreement a "Constructive
         Termination" shall be deemed to have occurred in the event that (i) the
         Executive's Base Salary as defined in Paragraph 3(a), bonus
         compensation under Paragraph 3(b), option grants under Paragraph 3(c)
         or other compensation as described in Paragraphs 3(e) and 3(f) is
         reduced; (ii) a significant diminution in the Executive's
         responsibilities, authority or scope of duties is effected by the Board
         of Directors and such diminution is made without the Executive's
         written consent (without regard to whether or not any change is made to
         the Executive's title); (iii) WorldQuest materially breaches this
         Employment Agreement or (iv) a Change in Control of WorldQuest occurs.
         For purposes of this Employment Agreement, a "Change in Control of
         WorldQuest" means the occurrence of any of the following events after
         the date hereof: (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")) is or becomes the "beneficial owner" (as
         defined in Rule l3d-3 under the Exchange Act), directly or indirectly,
         of more than 20% of the total voting stock of WorldQuest; (b)
         WorldQuest is merged with or into or consolidated with another person
         and, immediately after giving effect to the merger or consolidation,
         (A) less than 80% of the total voting power of the outstanding voting
         stock of the surviving or resulting person is then "beneficially owned"
         (within the meaning of Rule l3d-3 under the Exchange Act) in the
         aggregate by (x) the stockholders of WorldQuest immediately prior to
         such merger or consolidation, or (y) if a record date has been set to
         determine the stockholders of WorldQuest entitled to vote with respect
         to such merger or consolidation, the stockholders of WorldQuest as of
         such record date and (B) any "person" or "group" (as defined in Section
         13(d)(3) or 14(d)(2) of the Exchange Act) has become the direct or
         indirect "beneficial owner" (as defined in Rule l3d-3 under the
         Exchange Act) of more than 20% of the voting power of the voting stock
         of the surviving or resulting person; (c) WorldQuest, either
         individually or in conjunction with one or more of its subsidiaries,
         sells, assigns, conveys, transfers, leases or otherwise disposes of, or
         the subsidiaries sell, assign, convey, transfer, lease or otherwise
         dispose of, all or substantially all of the properties and assets of
         WorldQuest and the subsidiaries, taken as a whole (either in one
         transaction or a series of related transactions), to any person (other
         than WorldQuest or a wholly owned subsidiary); or (d) the liquidation
         or dissolution of WorldQuest. Any resignation by the Executive as a
         result of assertion of a Constructive Termination shall be communicated
         by delivery to the Board of Directors of WorldQuest of thirty days'
         advance written




                                       2
<PAGE>

         notice of such Constructive Termination and the grounds therefor,
         during which period WorldQuest shall be entitled to cure or remedy the
         matters set forth in such notice to the Executive's reasonable
         satisfaction. Unless the Executive shall withdraw such notice prior to
         the expiration of such thirty day period, such resignation shall take
         effect upon the expiration of thirty days from the date of the delivery
         of such notice. Any other resignation by the Executive shall be
         communicated by thirty days' advance written notice.

                  (d) If the Executive shall die, or become disabled and cannot
         perform the Executive's duties, this Employment Agreement shall
         terminate immediately. For purposes of this Employment Agreement, the
         Executive shall be disabled as of the first date on which the Executive
         shall become eligible to receive disability benefits under WorldQuest's
         long-term disability plan (or Social Security disability benefits at a
         time when WorldQuest does not maintain a long-term disability plan or
         such plan is not available to the Executive). WorldQuest will maintain
         for a period of twenty-four months from the date of the Executive's
         death or disability, all Directors and Officers Liability Insurance
         that WorldQuest was maintaining for the Executive and/or the
         Executive's estate as of the date of the Executive's death or
         disability.

         3. Compensation

                  (a) Each year during the Term hereof, the Executive will be
         paid a base salary of $300,000 per annum ("Base Salary"), payable in
         accordance with WorldQuest's payroll guidelines, subject to applicable
         tax and benefit plan withholding. Increases may be made to the
         Executive's Base Salary at the discretion of the Board of Directors,
         based upon the Executive's individual performance.

                  (b) The Executive shall be a participant in any incentive
         compensation plan sponsored by WorldQuest, at the highest level of
         executive participation.

                  (c) The Executive shall be designated as a participant in one
         or more option or stock-based compensation plans established by
         WorldQuest, and shall be entitled to purchase shares of common stock of
         WorldQuest provided thereunder.

                  (d) The Executive shall be entitled to participate in all of
         WorldQuest's benefit programs for senior management executives. The
         Executive shall participate in, and be eligible to receive benefits
         under, any "employee welfare benefit plans" and "employee pension
         benefit plans" (as such terms are defined in the Employee Retirement
         Income Security Act of 1974, as amended) and business travel insurance
         plans and programs as shall apply to general and/or executive employees
         of WorldQuest.

                  (e) During the Term of this Employment Agreement, or until
         termination of this Employment Agreement if this Employment Agreement
         terminates prior to expiration of the regular Term (except as provided
         in Paragraph 2(b)), WorldQuest will pay all premiums on a policy of
         insurance providing term protection only and no cash values, with a
         death benefit payable upon the Executive's death in the amount of
         $5,000,000. The Executive shall at all times own the policy and have
         the right to designate the beneficiary of any death proceeds. The
         Executive will be responsible for policy selection, coverage and
         effectiveness of the policy and any income taxes arising in connection
         therewith, WorldQuest's only obligation being to pay such premiums.

                  (f) The Executive shall be entitled to participate in such
         other compensation arrangements and receive such other perquisites as
         the Board of Directors of WorldQuest in its sole discretion determines,
         provided that WorldQuest shall pay or reimburse the Executive for all
         reasonable business, travel or entertainment expenses incurred in
         connection with the performance of services under this Employment
         Agreement. WorldQuest shall furnish the Executive with an office
         commensurate with the Executive's title and adequate for the
         performance of the Executive's duties, and with secretarial assistance
         and similar services.




                                       3
<PAGE>


         4. Confidentiality and Non-Competition

                  (a) The Executive recognizes and acknowledges that the
         Executive will have access to certain information concerning WorldQuest
         that is confidential and proprietary and constitutes valuable and
         unique property of WorldQuest. The Executive agrees that the Executive
         will not at any time, either during or after the Executive's
         employment, disclose to others, use, copy or permit to be copied,
         except pursuant to the Executive's duties on behalf of WorldQuest or
         its successors, assigns or nominees, any secret or confidential
         information of WorldQuest (whether or not developed by the Executive)
         without the prior written consent of the Board of Directors of
         WorldQuest.

                  (b) The Executive and WorldQuest agree that the Executive, by
         virtue of his position with WorldQuest, is in possession of highly
         sensitive information regarding WorldQuest's investors, contracts,
         plans and operations, and those of its corporate affiliates, that the
         Executive is WorldQuest's representative to current and potential
         clients, that other entities each compete vigorously with WorldQuest
         throughout various portions of WorldQuest's area of operations, and the
         Executive's use of such knowledge for the benefit of a competitor of
         WorldQuest would provide a competitive advantage to a competitor that
         would be highly detrimental to WorldQuest. The Executive's skills,
         knowledge and services are unique, and the success or failure of
         WorldQuest is dependent upon the Executive's services. The Executive
         agrees that WorldQuest has a legitimate business interest in protecting
         this information and preventing competitors from utilizing such
         information. Therefore, the Executive agrees that, for a period of
         twelve months following the termination of this Employment Agreement by
         the Executive other than due to Constructive Termination or discharge
         without Cause, the Executive will not engage in any Prohibited
         Competitive Activities as provided in Paragraph 4(c) below.

                  (c) During the time period specified in Section 4(b), the
         Executive shall not:

                           (1) Directly or indirectly own, operate, manage,
                  consult with, control, participate in the management or
                  control of, be employed by, maintain or continue any interest
                  whatsoever in any international interest telephony and/or
                  money transfer business or enterprise the principal markets of
                  which are the United States and/or India; or

                           (2) Directly or indirectly solicit business from any
                  individual or entity doing regular and substantial business
                  with WorldQuest in the United States and/or India at any time
                  during the Term of this Employment Agreement.

                           Such activities are defined as "Prohibited
                  Competitive Activities".

                           (d) WorldQuest and the Executive agree that money
                  damages may not be adequate to compensate WorldQuest for the
                  Executive's breach of any provision of this Paragraph 4 and
                  that WorldQuest therefor will be entitled to a decree for
                  specific performance of other appropriate remedy, including
                  injunctive relief, to enforce the Executive's performance of
                  any such provision. The Executive expresses, agrees and
                  acknowledges that this Covenant Not to Compete is necessary
                  for the protection of WorldQuest because of the nature and
                  scope of its business and the Executive's position with, and
                  services for, WorldQuest. The Executive acknowledges that any
                  breach of this Covenant Not to Compete would result in
                  irreparable damage to WorldQuest.




                                       4
<PAGE>



                           (e) The Executive expressly agrees and acknowledges
                  as follows:

                                    (1) This Covenant Not to Compete is
                           reasonable as to time and geographical area and does
                           not place any unreasonable burden upon the Executive;

                                    (2) The general public will not be harmed as
                           a result of enforcement of this Covenant Not to
                           Compete;

                                    (3) The Executive has requested or has had
                           the opportunity to request that his personal legal
                           counsel review this Covenant Not to Compete; and

                                    (4) The Executive understands and hereby
                           agrees to each and every term and condition of this
                           Covenant Not to Compete.

         5. Indemnification

                  If, at any time during or after the Term of this Employment
         Agreement, the Executive is made a party to, or is threatened to be
         made a party in, any civil, criminal or administrative action, suit or
         proceeding by reason of the fact that the Executive is or was a
         director, officer, employee, or agent of WorldQuest, or of any other
         corporation or any partnership, joint venture, trust or other
         enterprise for which the Executive served as such at the request of
         WorldQuest, then the Executive shall be indemnified by WorldQuest
         against expenses actually and reasonably incurred by the Executive or
         imposed on the Executive in connection with, or resulting from, the
         defense of such action, suit or proceeding, or in connection with, or
         resulting from, any appeal therein if the Executive acted in good faith
         and in a manner the Executive reasonably believed to be in or not
         opposed to the best interest of WorldQuest, and, with respect to any
         criminal action or proceeding, had no reasonable cause to believe the
         Executive's conduct was unlawful, except with respect to matters as to
         which it is adjudged that the Executive is liable to WorldQuest or to
         such other corporation, partnership, joint venture, trust or other
         enterprise for gross negligence or willful misconduct in the
         performance of the Executive's duties. As used herein, the term
         "expenses" shall include all obligations actually and reasonably
         incurred by the Executive for the payment of money, including, without
         limitation, attorney's fees, judgments, awards, fines, penalties and
         amounts paid in satisfaction of a judgment or in settlement of any such
         action, suit or proceeding, except amounts paid to WorldQuest or such
         other corporation, partnership, joint venture, trust or other
         enterprise by the Executive.

         6. Arbitration

Except as provided in Paragraph 4, any controversy or claim arising out of or
relating to this Employment Agreement, or any breach thereof, except as provided
in Paragraph 4 shall be adjudged only by arbitration in accordance with the
rules of the American Arbitration Association, and judgment upon such award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitration shall be held in the City of Dallas, Texas, or such
other place as may be agreed upon at the time by the parties to the arbitration.
The arbitrator(s) shall, in their award, allocate between the parties the costs
of arbitration, which shall include reasonable attorneys' fees of the parties,
as well as the arbitrators' fees and expenses, in such proportions as the
arbitrator(s) deem just.

         7. Other Provisions

                  (a) This Employment Agreement will be governed by, and
         construed and enforced in accordance with, the laws of the State of
         Texas, excluding any conflicts of law, rule or principle that might
         otherwise refer to the substantive law of another jurisdiction.

                  (b) Except as otherwise indicated, this Employment Agreement
         is not assignable without the written authorization of both parties;
         provided that WorldQuest may assign this Employment Agreement to any
         entity to which WorldQuest transfers substantially all of its assets or
         to any entity which is a successor





                                       5
<PAGE>

         to WorldQuest by reorganization, incorporation, merger or similar
         business combination. In the event of any such transfer or assignment
         by WorldQuest, the rights and privileges of the Board hereunder shall
         be vested in the Board of Directors or other governing body of the
         transferee or successor entity. However, notwithstanding anything to
         the contrary contained herein, this Employment Agreement will be
         binding upon any successor (whether direct or indirect, by purchase,
         merger, consolidation or otherwise) to all or substantially all of the
         business and/or assets of WorldQuest, and WorldQuest will require any
         such successor by agreement, in form and substance satisfactory to the
         Executive, to expressly assume and agree to perform this Employment
         Agreement in the same manner and to the same extent that WorldQuest
         would be required to perform if no such succession had taken place. In
         addition to the Executive's rights above, if a Change in Control of
         WorldQuest occurs as described in Paragraph 2(c) above, the failure of
         WorldQuest to obtain such agreement prior to the effectiveness of any
         such succession shall be a breach of this Employment Agreement and
         shall entitle the Executive to compensation from WorldQuest in the same
         amount and on the same terms as the Executive would be entitled to
         hereunder if the Executive resigned from the Executive's employment due
         to a Constructive Termination, as described in Paragraph 2(c) above,
         except that for purposes of implementing the foregoing, the date on
         which any such succession becomes effective shall be deemed the date of
         termination. As used in this Employment Agreement, "WorldQuest" shall
         mean WorldQuest as hereinbefore defined and any successor to its
         business and/or assets as aforesaid which executes and delivers the
         agreement provided for in this Paragraph 7(b) or which otherwise
         becomes bound by all the terms and provisions of this Employment
         Agreement by operation of law. This Employment Agreement and all rights
         of the parties hereto shall inure to the benefit of and be enforceable
         by the parties hereto, their assigns, personal or legal
         representatives, executors, administrators, successors, heirs,
         distributees, devises and legatees.

                  (c) Except as otherwise provided herein, the provisions of
         Paragraphs 4, 5 and 6 of this Employment Agreement shall survive the
         termination of this Employment Agreement.

                  (d) Upon commencement of the term of this Employment
         Agreement, this Employment Agreement supersedes all previous employment
         agreements, written or oral, between WorldQuest and the Executive. This
         Employment Agreement may be amended only by written amendment duly
         executed by both parties hereto or their legal representatives and
         authorized by action of the Board. Except as otherwise specifically
         provided in this Employment Agreement, no waiver by either party hereto
         of any breach by the other party hereto of any condition or provision
         of this Employment Agreement to be performed by such other party shall
         be deemed a waiver of a subsequent breach of such condition or
         provision or a waiver of a similar or dissimilar provision or condition
         at the same or at any prior or subsequent time.

                  (e) Any notice or other communication required or permitted
         pursuant to the terms of this Employment Agreement shall be in writing
         and shall be deemed to have been duly given when delivered or mailed by
         United States mail, first class, postage prepaid and registered with
         return receipt requested, addressed to the intended recipient at his or
         its address set forth below and, in the case of a notice or other
         communication to WorldQuest, directed to the attention of the Board of
         Directors with a copy to the Secretary of WorldQuest, or to such other
         address as the intended recipient may have theretofore furnished to the
         sender in writing in accordance herewith, except that until any notice
         of change of address is received, notices shall be sent to the
         following addresses:

                  If to the Executive:           If to WorldQuest

                  R. Stephen Polley              WorldQuest Networks, Inc.
                  1623 Main Street               Attn:  Chairman of the Board
                  Suite 1203                     14911 Quorum Drive, Suite 140
                  Dallas, Texas  75201           Dallas, Texas  75254




                                       6
<PAGE>



                  (f) If any one or more of the provisions or parts of a
         provision contained in this Employment Agreement including, without
         limitation, the restrictions contained in Paragraph 4, shall for any
         reason be held to be invalid, illegal or unenforceable in any respect,
         such invalidity or unenforceability shall not affect any other
         provision or part of a provision of this Employment Agreement, but this
         Employment Agreement shall be reformed and construed as if such invalid
         or illegal or unenforceable provision or part of a provision had never
         been contained herein and such provisions or part thereof shall be
         reformed so that it would be valid, legal and enforceable to the
         maximum extent permitted by law.

                  (g) The Executive shall not be required to mitigate damages
         (or the amount of any compensation provided under this Employment
         Agreement to be paid) following the Executive's termination of
         employment, by seeking employment or otherwise.

                  (h) In the event that any Incentive Compensation Plan or the
         Option Plan are amended to reduce, modify limit or restrict any of the
         Executive's accrued or vested rights thereunder, no such amendment
         shall apply to the Executive without the Executive's written consent.

                  (i) WorldQuest shall maintain during the Term of this
         Employment Agreement and for a period of twenty-four months thereafter
         Directors and Officers Liability Insurance covering the Executive (or
         the Executive's estate, if the Executive is deceased or incompetent),
         which provides coverage at least as favorable to the Executive (or the
         Executive's estate, if the Executive is deceased or incompetent), as
         coverage under WorldQuest's policy in effect on the date of execution
         of this Employment Agreement, and which coverage shall be increased
         from time to time in such amounts as the Board may determine to be
         appropriate in light of WorldQuest's operations.

                  (j) WorldQuest will not amend the provisions of its governing
         documents which pertain to the Executive's indemnification in the
         Executive's capacity as an officer and/or member of the Board of
         WorldQuest except to substitute therefor provisions which are more
         favorable to the Executive, except as otherwise required by law or the
         rules of any securities exchange or similar entity, or by applicable
         law.


                                        WorldQuest Networks, Inc.



                                        By: /s/ B. Michael Adler
                                            -----------------------------------
                                            B. Michael Adler
                                            Its: Chairman of the Board



AGREED AND ACCEPTED this 14th
day of May, 2003
and effective as of May 14, 2003.


/s/ R. Stephen Polley
------------------------------
R. Stephen Polley





                                       7