EMPLOYMENT AGREEMENT

This  Employment  Agreement  ("Agreement")  is  entered  into  as of  March  19,
1998("Effective  Date")  between Kevin 0.  Shoemaker  ("Employee")  and Antennas
America ,Inc., a Utah Corporation  ("Company").  For purposes of this Agreement,
each of Employee  and  Company is  individually  referred  to as a "Party",  and
Employee and Company are referred to collectively as "Parties".


                                    RECITALS

1.  Company  is in the  business  of  developing,  manufacturing  and  marketing
antennas and antenna systems.

2. Employee has been engaged in and  represents  that he has had a great deal of
experience in the above designated business.

3.  Employee is willing to be  employed  by  Company,  and Company is willing to
employ  Employee,  on the terms,  covenants,  and  conditions  set forth in this
Agreement.


                                    AGREEMENT

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

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

2.  Term:  This  Agreement  shall be for a  period  ("Term")  commencing  on the
Effective Date and ending on December 31, 1999, subject,  however, to review and
termination during the Term as provided herein, including Section 8 hereof.

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

     3.1.  Employee  shall serve as Chief  Scientist and in that capacity  shall
work  with the  Company  to  pursue  Company's  plans as  directed  by the Chief
Executive  Officer.  design  and  manufacture  of  Company's  products  and  the

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performance of consulting  design  activities on behalf of Company's  customers,
subject to the direction of the Chief Executive Officer.  Employee agrees not to
send any  prototypes or any  revisions of  prototypes to customers  prior to the
product  review  meeting  that must  include  Employee  and the Chief  Executive
Officer  and/or Vice  President.  Employee  further agrees that the estimated or
final costs of the product must be agreed to in the product review meeting.

     3.3. 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 between the hours of 8:30
a.m. and 5:00 p.m., performing services on behalf of Company or traveling, which
includes  required  off-premises  testing,  on behalf of Company for at least 40
hours per week and  Employee  shall be  available  at the  request of Company at
other times,  including weekends and holidays, to meet the needs and requests of
Company's customers.

     3.4. During the Term,  Employee shall 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 customers,
including without  limitation those  responsibilities  and obligations  incurred
pursuant to this Agreement.

     3.5.  Employee  agrees to commit to exercise  sound judgment when answering
customer inquiries regarding what Company can deliver for what price and by what
date.  Any such  responses  shall be approved in advance by the Chief  Executive
Officer.

     3.6. Employee agrees to keep his work area organized and to maintain proper
documentation for each project.

     3.7.  Employee agrees to act in a responsible  manner  commensurate to that
for the Chief Scientist position.

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

     4.1. Company shall pay Employee for the performance of services pursuant to
this  Agreement  a salary at the annual  rate of not less than  $66,000  for the
first twelve (12) months,  effective  as of March  19,1998,  payable in at least
bi-weekly installments. If the bonus criteria described in Section 4.3 below are

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met in 1998 pursuant to this Agreement, Company shall pay Employee as the result
of this  performance  a salary at the annual  rate of not less than  $70,000 per
year  effective the first day after the Chief  Executive  Officer has determined
that the 1998 bonus criteria have been met.

     4.2.  Any  payments  that  Company  agrees to make to  Employee  under 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  income tax and other  applicable laws or regulations,  and (ii) such
amounts as Employee may owe to Company at any time.

     4.3 Employee  shall be paid a bonus of $10,000 if the Company's  annual net
income equals $300,000 to $599,000;  $20,000 if the Company's  annual net income
equals  $600,000 to  $899,999  and  $30,000 if the  Company's  annual net income
equals or exceeds $900,000.  Employee's bonus is subject,  however,  to Employee
contributing  a  reasonable   amount  of  finished  products  to  the  Company's
assortment  of existing  products for the fiscal year that the bonus is payable.
New  product  projects  will be reviewed  by  Employee  and the Chief  Executive
officer on a quarterly basis and at that time it will be determined (a) if a new
project  should be added to the Company's  business  plan; (b) if an ongoing new
project is on schedule;  (c) if specifications and objectives have been met. Any
new projects  proposed by Employee and approved by the Chief  Executive  Officer
but not completed  within a reasonable time will be subject to cancellation  and
possible off-set of any successful new projects. However, Employee will have the
option to  unilaterally  cancel any new project  within 90 days from the date of
the Chief Executive Officer's initial authorization to proceed. Current projects
subject to the bonus are the (a) Harpoon;  (b) indoor  off-air  antenna and; (c)
off-air amplifier.  Maintenance  projects will not be considered as new projects
for bonus purposes, viz. Lojack, Norand,  Intermec,  Micron,  mobile/GPS.  A new
project will be considered  successful only after the new product is included in
the Company's monthly  production  schedule.  In the event that Employee and the
Chief Executive Officer can not come to agreement regarding the authorization or
prioritization of a new project,  either party may call for an executive meeting
of the Board to arbitrate the dispute.  It is further  agreed that Employee will
prepare a written  report at least  quarterly  describing  the status of all new
projects.

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     4.3.1.  The  bonus  shall  be  based  on  the  audited  year-end  financial
statements  of Company and shall be payable on or before 30 business  days after
the filing by the Company  with the S.E.C.  of Company's  Annual  Report on Form
10-KSB or Form 10-K, or the successor to either such Form,  with respect to that
fiscal year.

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

     4.5.  Employee agrees,  upon execution of this Agreement not to offer, sell
or agree to sell,  or  otherwise  dispose of  directly or  indirectly,  prior to
December 31, 1999,  any shares of Common Stock  beneficially  owned by Employee,
without  the prior  written  consent of the  Company.  Employee  agrees that the
Company may cause a restrictive  legend describing the restrictions to be placed
on each of the respective  undersigned's stock certificates  representing shares
of Common Stock and that the Company may instruct the Company's  stock  transfer
agent not to allow the transfer of any of the undersigned's respective shares of
Common Stock.  Employee further agrees that in the event his employment with the
Company is terminated for any reason by either himself or the Company, the terms
of this Section 4.5. will survive, and that the above referenced restrictions on
Employees stock will remain in force until at least December 31, 1999.

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

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6.  Additional Benefits:

     6.1. Employee shall be entitled to 10 days of paid vacation, 5 days of paid
sick leave,  and 5 days of paid personal leave,  each calendar year,  during the
Term of this Agreement in accordance with the vacation policies and practices of
Company.  Employee  shall provide  Company with at least one day notice prior to
Employee's use of personal leave days. Employee shall not be entitled to utilize
personal leave days on days on which Employee's services are required by Company
to meet the  needs of  Company's  customers  or where  Employee's  absence  will
otherwise have a material  effect on the operations or business of Company.  The
use by Employee of a personal day in violation of the prior  sentence shall be a
material  breach of this  Agreement.  Employee shall be entitled to receive such
additional vacation,  personal, and sick leave days as are provided to all other
managers or directors of Company.

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

7. Proprietary  Information and Inventions  Agreement:  Employee agrees that his
employment   with  Company  is  contingent  upon  his  signing  and  dating  the
Proprietary  Information  and Inventions  Agreement on the same day he signs and
dates this Agreement.

8. Termination:  Employee's  employment with Company will not be for a specified
term and may be terminated  with cause by the Company at any time.  Any contrary
representations  or  agreements  which  may  have  been  made  to  Employee  are
superseded by this Agreement.

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

     8.2 In the event  Employee's  employment is terminated,  then all unaccrued
salary and any bonus  obligations  of Company to Employee  shall cease as of the
date of termination.

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9.  Alternative  Dispute  Resolution:  Employee agrees that any and all disputes
that Employee has with Company or with any of Company's  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 by 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
his  termination.  The only  claims  not  covered by this  Paragraph  9 are wage
claims,  claims for benefits under the 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;  each  Party will bear its own  attorneys'  fees,  unless  otherwise
decided by the arbitrator.  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 and that he acknowledges
that he has been  encouraged by Company to have this  Agreement  reviewed by his
legal counsel prior to his signing.

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 not (i) induce customers,  agents or other sources of distribution

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of  Company's  business  under  contract  or  doing  business  with  Company  to
terminate,  reduce,  alter or  divert  business  with or from  Company,  or (ii)
compete,  within the United States,  with Company, or participate as an officer,
principal,employee,  or  consultant in any business that includes part or 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  that  involves  products  that  directly
conflict with products  introduced and developed by the Company.  These products
include but are not limited to disguised  vehicular  antennas for the purpose of
tracking and locating  vehicles,  off-air  antennas for the purpose of providing
clandestine Local home TV reception, flat panel antennas that include the use of
styrofoam  and die-cut  copper foil,  any antenna  product  using the cable as a
receptor,  and any product currently patented, a patent has been filed for or is
patent  pending by the  Company  prior to or during the term of this  Agreement.
Ownership by Employee,  for investment  purposes only, of less than five percent
of any class of securities of a corporation  if 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.

11.    Miscellaneous Provisions:

     11.1.  Notice: Any notice pursuant to this Agreement shall be validly given
or served if that notice is made in writing and delivered  personally or sent by
certified mail,  return receipt  requested,  postage  prepaid,  to the following
addresses:

                  To Company:       Antennas America, Inc.
                                    4860 Robb Street, Suite 101
                                    Wheat Ridge, Colorado 80033

                  To Employee:      Kevin O. Shoemaker
                                    260 East Cornwall Court
                                    Lafayette, CO 80026

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All notices so given shall be effective upon receipt. Either Party, by notice so
given, may change the address to which his or its future notices shall be sent.

     11.2.  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.

     11.3.  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.

     11.4.  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.

     11.5.  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.

     11.6. Inurement:  This Agreement shall be binding upon Employee and Company
and its successors  and/or  assigns.  This Agreement  shall not be assignable by
Employee.

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

12.  Representations and Warranties:

     12.1.  Company  represents  and  warrants to Employee  the  following:  (i)
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
Company  and  does not  require  the  consent  of or  notice  to any  party  not
previously obtained or given.

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      12.2.  Employee  represents  and warrants to 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.

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

IN WITNESS  WHEREOF  and  intending  to be legally  bound,  the  Parties to this
Agreement  have  executed  this  Agreement  on the dates  indicated  below to be
effective as of the Effective Date.



                                    Employee:
Date: March 19,1998
      -----------------------       ------------------------------------
                                    Kevin O. Shoemaker


                                    Company:
                                    Antennas America, Inc.
                                By:
                                    ------------------------------------
                                    Randall P. Marx
                                    Chief Executive Officer

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