EMPLOYMENT AGREEMENT

     Agreement made this 1st day of October, 1999 by and between TMEX USA, INC.,
a Nevada  corporation  also authorized to do business in the state of California
(herein  "TMEX")  and Michael W. Garone  residing at 11625 Vista  Forest  Drive,
Alpharetta, Georgia (herein "EMPLOYEE" and sometimes referred to as "GARONE").

                                    RECITALS

     1.  Employee has a successful  background  of  management  and sales in the
operation  of a  telephone  debit card  business,  with an  established  network
distribution system.

     2. TMEX is a  telecommunications  company  headquartered  in Newport Beach,
California, with a current US-Mexico Laser Communications network and facilities
available for national and international telephone transmission services.

     3.  TMEX  desires  to  enter  into  the   telephone   debit  card  business
("Venture"),  by and through the employment of GARONE and the opening of a sales
office in Atlanta, Georgia. GARONE desires to be and become an employee of TMEX,
for such purpose.

                                   WITNESSETH

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises herein contained, the parties agree as follows:

                                    AGREEMENT

     1. Employment.  TMEX agrees to employ EMPLOYEE AND EMPLOYEE agrees to serve
TMEX upon the terms and conditions hereinafter set forth.

     2. Term of Employment.  The employment of EMPLOYEE hereunder shall commence
on October 1, 1999 and shall  continue  for a period of three  years  thereafter
with an automatic renewal period of three  consecutive years thereafter,  unless
sooner terminated pursuant to the provisions of this agreement.

     3. Duties of Employee. EMPLOYEE agrees to serve TMEX faithfully in a senior
executive  capacity with such title as may be designated by TMEX, to the best of
his  ability  under  direction  of the Chief  Executive  Officer  of TMEX or his
successor.  It is the  intention of the parties that  EMPLOYEE  shall serve TMEX
specifically  in  connection  with  the  management  and  sales  operation  of a
telephone debit card business by and through a sales office to be established in
Atlanta Georgia,  including,  but not limited to, such other executive and other
duties, consonant with the management/sales  operation of a telephone debit card
business, as TMEX may reasonably require.


<PAGE>


     4.  Compensation.  TMEX agrees to pay, or cause to be paid, to EMPLOYEE and
EMPLOYEE agrees to accept,  as  compensation  for the services to be rendered by
EMPLOYEE  hereunder,  a minimum  salary  of  $5,000  per month for the first two
months of his  employment  and $10,000 per month,  for the next ten  consecutive
months and thereafter  increased  annually by ten percent,  all payable in equal
bimonthly  installments on the 1st and 15th day of each successive  month.  TMEX
shall  reimburse  EMPLOYEE for all reasonable  expenses  incurred by EMPLOYEE on
behalf of TMEX,  including  the  expense of any  business  trips  undertaken  by
Employee at the request of TMEX.

     5. Bonus  Compensation.  In addition  to the base  salary and  compensation
provided in paragraph 4 above, TMEX shall, as signing bonus compensation,  issue
50,000 shares of its common stock to EMPLOYEE upon the signing of this agreement
and thereafter contingent bonus compensation of a total of 960,000 shares of its
common stock,  over a period of three years in equal  quarterly  installments of
80,000  shares,   provided  that  EMPLOYEE  meets  the  minimum   profit/revenue
projections  set  forth on the  first  year  cash  flow  analysis  furnished  by
Employees, a copy of which is annexed as Exhibit "A" and, thereafter,  set forth
in an annual cash flow analysis for each  succeeding  year mutually agreed to by
the parties. It is expressly understood that the minimum profit/revenue for each
quarterly period shall be determined on a quarterly roll-over basis.

     6. Rule 144 Stock.  EMPLOYEE  agrees and recognizes  that all shares of the
common stock of TMEX issued to him under this agreement have not been registered
under Section 5 of the Securities Act of 1933 and are "restricted securities" as
that term is defined in Rule 144 (a) (3) [17 CFR  230.144(a)(3)] and are subject
to the resale  limitations  which require a holding  period of at least one-year
before  resale  measured  from  the  date  they  are  acquired.  For  restricted
securities held between one and two years,  other provisions of the rule require
that limited amounts may be resold only in ordinary brokerage  transactions with
a notice of the  resale to be filed  with the  Securities  Exchange  Commission.
After a two-year  holding period they may be resoled by a non-affiliate  without
any restrictions.

     7. Employee Insurance.  TMEX warrants and represents that its employees are
covered by a PRO  health/hospital  insurance  plan,  under which  EMPLOYEE  will
likewise be covered,  effective  upon the signing of this  agreement.  TMEX also
agrees upon the signing and during the life of this agreement to provide and pay
the premium for a $500,000  15-year  level  payment term life  insurance  policy
covering EMPLOYEE, who shall be the owner thereof.

     8.  Commissions.  EMPLOYEE  shall  be  entitled  to  and  shall  be  paid a
commission equal to one and one-half percent on all debit card sales.


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<PAGE>


     9.  Restrictive  Covenant of  EMPLOYEE.  In addition to the  provisions  of
paragraph 3 hereof,  EMPLOYEE agrees during the employment period, to devote all
or such part of his time as reasonably necessary to the Venture and that he will
not engage or be  otherwise  directly or  indirectly  interested  any way in any
business competing with or of a nature similar to the business of TMEX. EMPLOYEE
further  agrees that during the employment  period and thereafter  without limit
that he will not, except to TMEX communicate,  or divulge to any person, firm or
corporation,  either directly or indirectly,  any information (except that which
is  generally  known to the public)  relating  to the  business,  customers  and
suppliers or other affairs of TMEX.

     10. TMEX Obligations.  In addition to payment of salaries, travel expenses,
health  and life  insurance,  and other  items  provided  above,  TMEX  shall be
obligated for, including but without limitation, the following:

     a) To pay for the lease of office space and necessary  office  equipment in
Atlanta Georgia:

     b) Provide and pay for accounting  services,  switching lease and switches,
licenses and permits, telephone service, and legal fees; and

     c) Provide one time  capitalization of the Venture as required by Exhibit A
not to exceed $80,000.

     11. Merger, Consolidation of TMEX. In the event that TMEX shall at any time
be merged or  consolidated  with any other  corporation or corporations or shall
sell or otherwise transfer a substantial portion of its assets to another entity
or  corporation,  the  provisions of this  Agreement  shall bed binding upon and
inure to the benefit of the  corporation  or entity  surviving or resulting from
such  merger  or  consolidation  or  to  which  the  assets  shall  be  sold  or
transferred.  Except as provided in the preceding sentence, this Agreement shall
not be assignable by the EMPLOYEE or TMEX.

     12.  Termination  Conditions.  TMEX, for the reasons set forth below, shall
have the  right to  terminate  this  Agreement  by  sending  written  notice  of
termination together with two-weeks severance pay to the EMPLOYEE, and thereupon
his employment hereunder shall terminate.

     a) In the event the EMPLOYEE shall become incapacitated by reason of mental
or physical  disability or otherwise during the term of this agreement,  so that
he is prevented from performing his principal duties and services  hereunder for
a  period  of  four  (4)  consecutive  months,  or the  equivalent  of  six  (6)
consecutive  months  during any  12-month  period,  TMEX shall have the right to
terminate this Agreement.


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<PAGE>


     b) In the event the Venture  incurs a loss in any month,  or months  during
the first  six  months  of this  Agreement,  to the  extent  that TMEX  would of
necessity be required to infuse additional capital into the Venture (new money),
TMEX shall have the right to terminate this  Agreement,  unless,  the additional
capital  required does not, in the aggregate,  exceed 50% of the profit stemming
from the Venture already realized by TMEX. However, nothing herein contained, is
intended to prevent TMEX from  infusing  additional  capital into the Venture at
anytime, regardless of the source of such capital.

     13. Covenant Not To Sue. The parties  expressly agree, (1) that the Venture
covered by the terms of this agreement is a development stage venture;  (2) that
the success of the Venture is  dependent  solely upon the ability of EMPLOYEE to
cause the Venture to fully meet the  projections set forth in Exhibit A, absence
Acts of God (or similar occurences,  ("Force Majure") which temporarily prevents
the facilities of TMEX to accomodate the business  generated by the Venture and,
(3) that TMEX has agreed to provide the initial  capitalization  for the Venture
solely in reliance  upon such  projections  provided by EMPLOYEE and has made no
arrangements and is not willing to provide additional capital for the Venture in
the event it occurs losses or otherwise  fails to meet the  projections  absence
Force Majure. Accordingly,  the parties for themselves,  their respective heirs,
assigns, legal representatives,  assigns and successors covenant with each other
to never collectively or individually  institute any suit or action at law or in
equity  against  the other party  arising  directly  or  indirectly  out of this
Agreement nor in any way aid in the institution or prosecuting against the other
party of any  claim,  demand,  action or cause of action  for  damages,  arising
directly or indirectly, out of this Agreement.

     14. Joint  Endeavor.  The parties agree that the drafting of this Agreement
was a joint effort on the part of both parties.

     15.  Notices.  All  notices,  requests,  demands  and other  communications
arising out of this Agreement, if any, shall be delivered personally, by Fax, to
the other party at the address first set forth above.  Any party may change such
address by sending written notice of such change by Fax to the other party.  All
documents faxed by a party pursuant  hereto,  including the signature of a party
thereon, if any, shall be deemed an original document for all purposes.

     16.  Complete  Understanding.   This  Agreement  constitutes  the  complete
understanding between the parties and no statements representation,  warranty or
covenant has been made by either party  except as  expressly  set forth  herein.
This Agreement shall not be altered,  modified, amended or terminated by written
instrument signed by both of the parties hereto.


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<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this agreement the year and
date set forth  along side their  respective  signatures  in the space  provided
below.  The  parties  agree  that if a signed  faxed copy of this  Agreement  is
delivered by one party to the other, it shall be deemed to be an original signed
document, for all purposes.

TMEX USA, INC.                                        EMPLOYEE

By /s/ [ILLEGIBLE]  9-30-99                           By /s/ Michael W. Garone
   ------------------------                              -----------------------
   Its                                                   Michael W. Garone


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