EX-10.2a
EXHIBIT 10.2a

                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement  (the  "Agreement")  is entered  into as of
September 1, 1998 (the "Effective  Date") between  Randall P. Marx  ("Employee")
and Antennas America, Inc., a Utah corporation (the "Company").  For purposes of
this Agreement,  each of Employee and the Company is individually referred to as
a "Party",  and  Employee and the Company are  referred to  collectively  as the
"Parties".

                                     Recital

         The Company desires to retain the services of Employee and Employee has
offered  to  provide  services  to the  Company  pursuant  to the  terms of this
Agreement.

                                    Agreement

         In consideration  of the premises and of the mutual covenants  included
in this Agreement, the Parties agree as follows:

         1. Services:  The Company  retains  Employee and Employee shall perform
services for the Company as set forth in this Agreement on behalf of the Company
for the period and under the terms and conditions set forth in this Agreement.

         2. Term:  This  Agreement  shall be for an initial  period of two years
("Term")  commencing on the Effective  Date and  terminating  on August 31, 2000
subject,  however, to review and termination during the Term as provided herein.
The Parties agree to negotiate in good faith the  continuation of the employment
relationship of Employee with Company  following the Term upon such terms as the
Parties may agree;  provided  however,  that in the event that either Party does
not desire to continue the employment  relationship  beyond the Term, that Party
shall deliver  notice to the other Party of that  intention on or before 90 days
prior to the  expiration  of the Term and the Parties  shall not be obligated to
negotiate the  continuation  of the employment  relationship.  If the employment
relationship  does not continue  beyond the Term,  Employee  agrees to cooperate
with Company and Company's new management  with respect to the transition of the
new management in the operations previously performed by Employee.

         3.  Duties:  Employee  shall  perform the  following  services  for the
Company:

                  3.1.  Employee  shall  serve as Chief  Executive  Officer  and
Treasurer  of the  Company and in that  capacity  shall work with the Company to
pursue the Company's  plans as directed by the Board of Directors (the "Board").
In the event the Board directs the Employee to act in a different capacity other
than as Chief  Executive  Officer,  Employee  shall have the option to terminate
this Agreement per the terms of Section 7.1. of this Agreement.

                  3.2. During the Term,  Employee shall devote all of Employee's
business  time to the  performance  of Employee's  duties under this  Agreement.
Without  limiting  the  foregoing,  Employee  shall  be  on  Company's  premises
performing  services on behalf of Company or traveling on behalf of Company on a
full time basis and  Employee  shall be  available  at the request of Company at
other  time,  including  weekends  and  holiday,  to meet the  needs of  Company
business.

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                  3.3.  During the Term,  Employee  will not engage in any other
activities  or  undertake  any  other  commitments  that  conflict  with or take
priority  over  Employee's  responsibilities  and  obligations  to  Company  and
Company's  business,  including without  limitation those  responsibilities  and
obligations incurred pursuant to this Agreement.

         4. Compensation.  The Company shall pay Employee for the performance of
services pursuant to this Agreement as follows:

                  4.1. The Company  shall pay Employee  for the  performance  of
services  pursuant to this  Agreement a salary at the rate of $115,500 per year,
payable in at least bi-weekly installments.

                  4.2.  Employee  shall be paid a bonus equal to five percent of
the income from  operations,  including  debt  cancellation,  of the Company per
fiscal year, for each fiscal year ending during the Term.

                           4.2.1.  The  bonus  shall  be  based on  the  audited
year-end  financial  statement  of Company  and shall be payable on or before 10
business days after filing by company with the SEC of Company's Annual Report on
Form  10-KSB or Form 10-K,  or the  successor  such Form,  with  respect to that
fiscal year.

                           4.2.2.   Within 45 days  after the end of each of the
first three fiscal  quarters of each fiscal year within the Term,  Company shall
use its best  efforts to set aside  cash  equal to 5 percent of the income  from
operations  if the b  onus  were  calculated  based  on  Company's  income  from
operations for the fiscal year to date.

                  4.3. Any payments  that the Company is required to make to the
Employee  pursuant to this Agreement shall be reduced by (i) such amounts as are
required to be withheld with respect to those amounts under and for the purposes
of any of the  applicable  tax and  other  laws or  regulations,  and (ii)  such
amounts as Employee may owe to the Company at any time and from time to time.

                  4.4.  Employee  shall be  eligible  for  participation  in any
present or future pension,  retirement,  stock option, or stock purchase plan of
the Company of which other employees of the Company are generally  eligible.  It
is  understood,  however,  that  entitlements  that may  accrue to the  Employee
pursuant  to such  arrangements  may  differ  from  those  that  accrue to other
employees, such differences being based on the discretion of the Board.

         5.  Reimbursement  Of  Expenses.   Employee  shall  be  reimbursed  for
reasonable  expenses  incurred  on behalf of the Company in the  performance  of
Employee's  duties and  services  pursuant  to this  Agreement.  Employee  shall
provide the Company with an expense report containing a detailed  description of
expenses  incurred by the 60th day  following  the  calendar  month in which the
expenses were  incurred on behalf of the Company.  The  description  of expenses
shall  contain  such  information  as may be  required  in order to permit  such
reimbursements  as proper  deductions to the Company under the Internal  Revenue
Code, as amended,  and the rules and regulations adopted pursuant thereto and in
effect at that time.  The Company shall pay this invoice within 30 business days
of its receipt.

<PAGE>

         6.       Additional Benefits.

                  6.1. Employee shall be entitled to take reasonable  amounts of
paid time off for vacation and other personal reaons.

                  6.2.  Employee  and his family,  if any,  shall be entitled to
receive  such  benefits  under  medical  insurance  plans,  life and  disability
insurance and otherwise,  as are provided to all other salaried employees of the
Company.

         7.       Termination:

                  7.1. Employee may terminate this Agreement at any time without
further  liability  or  obligation  hereunder if Company has breached a material
provision of this  Agreement or Company has  otherwise  materially  breached any
other  obligation to Employee,  such termination to be effected at least 90 days
prior to the date for termination  and the Company's  failing to cure the breach
prior to the date set for termination in that notice.

                  7.2.  Company may  terminate  this  Agreement  at any time for
cause,  with such  termination to be effected by the Company's  giving  Employee
written notice of termination. The term "For Cause" shall include termination of
employment as a result of any of the  following:  (i) a material  breach of this
Agreement  by  Employee;  or (ii) as a result of a  determination  by the Board,
acting reasonably,  that the Employee has (A) committed a criminal act or an act
constituting  moral  turpitude,  or (B)  committed  any  fraudulent  act, or (C)
breached the Employee's fiduciary duty to the Company.

                  7.3.  Company may  terminate  this  Agreement  immediately  by
Company's  giving written notice of termination to Employee and by the Company's
paying  Employee's  compensation  in accordance with the terms of this Agreement
for a period  beginning on the date of termination  and ending on the earlier to
occur of 90 days after the date of  termination  and the end of the Term of this
Agreement  in  accordance  with  Section  2 of  this  Agreement.  It is  further
understood that in the event the Agreement is terminated per this Paragraph 7.3.
that any other  outstanding  amounts owing to Employee by Company as of the date
of termination  shall be paid in full to Employee no later than 60 days from the
date of termination.

                  7.4.  At the option of either  Party,  this  Agreement  may be
terminated  within six months  after the date of a "Change  In  Control"  of the
Company,  as  defined  below,  by  giving  90  days'  prior  written  notice  of
termination to Employee.  A Change In Control shall mean the sale,  liquidation,
dissolution, consolidation, merger or other business combination of or involving
the Company,  which consolidation,  merger or other business combination results
in persons and/or entities, other than shareholders of Company immediately prior
to the transaction,  owning a majority of Company's outstanding common stock, or
the change in ownership of more than 50 percent of the Company,  or the transfer
of all or substantially all of the Company's assets.

                  7.5. This Agreement shall terminate upon the death of Employee
or if  Employee  becomes  permanently  disabled.  Employee  shall be  considered
permanently  disabled if, and on the date on which,  Employee has been unable to
perform a substantial and material portion of Employee's duties hereunder, for a
period of 90 continuous days,  because of sickness,  injury,  or disability,  as
determined by a majority vote of the Board.

<PAGE>

                  7.6. In the event  Employee's  employment is terminated,  then
all unaccrued  salary  obligations  of the Company to Employee shall cease as of
the date of termination except as otherwise expressed herein.

         8. Proprietary  Information and Inventions  Agreement:  Employee agrees
that his  employment  with Company is  contingent  upon his signing the separate
Proprietary  Information and Inventions agreement on the same date that he signs
this Agreement, a copy of said agreement being attached hereto as Exhibit A.

         9.  Alternative  Dispute  Resolution:  Employee agrees that any and all
disputes  that Employee has with Company,  or any of Company"  employees,  which
arise out of Employee's employment or under the terms of this Agreement shall be
resolved through final and binding arbitration,  as specified herein. This shall
include,  without  limitation,  disputes relating to this Agreement,  Employee's
employment  with  Company  or the  termination  thereof,  claims  for  breach of
contract  or breach of the  covenant  of good  faith and fair  dealing,  and any
claims of discrimination  or other claims under any federal,  state or local law
or regulation now in existence or  hereinafter  enacted and as amended from time
to time concerning in any way the subject of Employee's  employment with Company
or its  termination.  The only  claims not  covered by this  Section 9. Are wage
claims,  claims for  benefits  under  workers'  compensation  laws or claims for
unemployment insurance benefits,  which will be resolved pursuant to those laws.
Binding  arbitration will be conducted in either  Arapahoe,  Denver or Jefferson
County,  Colorado in accordance  with the rules and  regulations of the American
Arbitration  Association  Employment  Dispute  Resolution Rules. Each Party will
split the cost of the  arbitration  filing and hearing fees, and the cost of the
arbitrator.  The arbitrator also will determine  whether each Party will pay its
own  attorney's  fees of  whether  one  Party  will pay all or part of the other
Party's  attorney's fees.  Employee  understands and agrees that the arbitration
shall be  instead of any civil  litigation  and that the  arbitrator's  decision
shall  be  final  and  binding  to the  fullest  extent  permitted  by  law  and
enforceable  by  any  court  having  jurisdiction   thereof.   Employee  further
represents  that he is making a  voluntary  and  knowing  waiver of his right to
pursue any and all employment-related claims in court.

         10.  Non-Compete:  Employee  acknowledges  and  recognizes  the  highly
competitive  nature of Company's  business and that Employee's  duties hereunder
justify  restricting  Employee's future employment  following any termination of
employment  with Company.  Employee  agrees that so long as Employee is employed
with  Company,  and for a period  of two  years  following  the  termination  of
employment  with Company,  Employee,  except when acting on behalf of or for the
benefit of Company, will distribution of Company's business with or from Company
or (ii) compete,  within the United States,  with Company,  or participate as an
officer  or a  principal  in  any  business  that  includes  part  of all of the
Company's Area of Business,  as defined below. As used herein, the term "compete
within the United States," shall include any competitive activity, including any
sale,  distribution,  marketing or manufacturing  that occurs, or is intended to
occur,  directly or indirectly,  in the United States or with a person or entity
located in, operating in with respect to that activity or headquartered  in, the
United States. Ownership by Employee, for investment purposes only, of less that
five percent of any class of securities of a corporation is said  securities are
listed on a national  securities  exchange or  registered  under the  Securities
Exchange Act of 1934, as amended, shall not constitute a breach of the foregoing
covenant. Company's Area of Business includes the design, marketing,  production
and sale of antennas and antenna systems.

<PAGE>

         11.      Representations And Warranties.

                  11.1.  The  Company  represents  and  warrants  to Employee as
follows: (i) the Company has been duly formed as a corporation under the laws of
the  State of Utah;  and (ii) the  execution  of this  Agreement  has been  duly
authorized  by the  Company and does not require the consent of or notice to any
party not previously obtained or given.

                  11.2. Employee represents and warrants to the Company that the
execution  of this  Agreement  and the  performance  of  Employee's  obligations
hereunder  does not require the consent of or notice to any party not previously
obtained  or  given,  and there is  nothing  that  prohibits  or  restricts  the
execution by Employee of this Agreement or his  performance  of the  obligations
hereunder.

         12.      Covenants:   Each of  Employee and  the  Company  covenants to
diligently and skillfully do and perform the acts and duties required herein.

         13.      Miscellaneous:

                  13.1. Entire Agreement:  This Agreement constitutes the entire
Agreement  between  the  Parties  with  respect  to the  subject  matter of this
Agreement and supersedes all prior and  contemporaneous  agreements  between the
Parties with respect to the subject matter of this Agreement.

                  13.2. Notice: All notices, requests,  demands,  directions and
other communications  ("Notices")  concerning this Agreement shall be in writing
and shall be mailed or delivered  personally  or sent by telecopier or facsimile
to the  applicable  Party at the  address of such Party set forth  below in this
Section  13.2.  When  mailed,  each such  Notice  shall be sent by first  class,
certified mail, return receipt requested, enclosed in a postage prepaid wrapper,
and shall be effective on the fifth  business day after it has been deposited in
the mail.  When delivered  personally,  each such Notice shall be effective when
delivered  to the address  for the  respective  Party set forth in this  Section
13.2. When sent by telecopier or facsimile,  each such Notice shall be effective
on the day on which it is sent  provided  that it is sent on a business  day and
further  provided that it is sent prior to 5:00 p.m., local time of the Party to
whom the Notice is being sent, on that business day; otherwise, each such Notice
shall be effective on the first business day occurring after the Notice is sent.
Each such Notice shall be addressed to the Party to be notified as shown below:

                  The Company:              Antennas America, Inc.
                                            4860 Robb Street, Suite 101
                                            Wheat Ridge, CO 80033

                  Employee:                 Randall P. Marx
                                            3440 Youngfield Street, #133
                                            Wheat Ridge, CO 80033

Either Party may change its address for purposes of this Section 13.2. by giving
the other Party written notice of the new address in the manner set forth above.

<PAGE>

                  13.3. Severability:  Whenever possible, each provision of this
Agreement  shall be  interpreted  in such a manner as to be effective  and valid
under  applicable law, and if any provision of this Agreement shall be or become
prohibited  or  invalid  in  whole or in part for any  reason  whatsoever,  that
provision  shall  be  ineffective  only to the  extent  of such  prohibition  or
invalidity  without  invalidating the remaining portion of that provision or the
remaining provisions of this Agreement.

                  13.4.  Non-Waiver:  The waiver of either  Party of a breach or
violation of any provision of this  Agreement  shall not operate or be construed
as a waiver of any  subsequent  breach or  violation  of any  provision  of this
Agreement.

                  13.5.   Amendment:   No  amendment  or  modification  of  this
Agreement  shall be deemed  effective  unless and until it has been  executed in
writing by the parties to this Agreement. No term or condition of this Agreement
shall be deemed to have been waived,  nor shall there be any estoppel to enforce
any provision of this  Agreement,  except by a written  instrument that has been
executed by the Party charged with such waiver or estoppel.

                  13.6.  Inurement.  This  Agreement  shall be binding upon, and
inure to the benefit of, Employee and the Company,  and their respective  heirs,
successors and assigns.  Notwithstanding the foregoing, this Agreement shall not
be assignable by either Party.  There are no third party  beneficiaries  to this
Agreement.

                  13.7.  Headings.  The  headings  in  this  Agreement  are  for
convenience  only;  they form no part of this Agreement and shall not affect its
interpretation.

         IN WITNESS  WHEREOF,  this Agreement is executed on the dates set forth
below to be effective as of the Effective Date.
                                             EMPLOYEE:


Date:    October 1, 1998                              /s/ Randall P. Marx
     ------------------------------------   -----------------------------
                                             Randall P. Marx, individually

                                             ANTENNAS AMERICA, INC.:


Date:    October 1, 1998                              /s/ Richard L. Anderson
     ------------------------------------   ---------------------------------
                                             Richard L. Anderson, Vice
                                             President/Secretary