AGREEMENT OF EMPLOYMENT

     THIS AGREEMENT OF EMPLOYMENT ("Agreement") is made and entered into in
duplicate this 12th day of April, 2000, by and between TMEX, Inc., a Nevada
corporation ("Employer"), and Crofton Cooper("Executive").

                                    RECITALS

     A. Employer is a corporation duly organized and validly  existing  pursuant
to the laws of the State of Nevada.

     B.  Employer is in the  business of  developing  and  marketing  high-speed
communication networks and services.

     C. Employer desires to employ Executive, and Executive desires to serve, as
Chief Executive  Officer of Employer and to do and perform any and all services,
acts and things specified hereinafter.

                                    AGREEMENT

     NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL
BE DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT,  AND THE MUTUAL COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:

                                   ARTICLE I.
                                   DEFINITIONS

     For the purposes of this  Agreement,  the following terms have the meanings
specified or referred to in this Article I.

     Section 1.1 "Basic Compensation"-- Salary and Benefits.

     Section 1.2 "Board of Directors" -- the Board of Directors of Employer.

     Section  1.3  "Confidential  Information"  --  information  that is used in
Employer's and


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Employer's affiliates' business and (i) any and all trade secrets concerning the
business and affairs of the Employer,  product  specifications,  data, know-how,
formulae,  compositions,  processes,  designs,  sketches,  photographs,  graphs,
drawings,  samples, inventions and ideas, past, current and planned research and
development,  current and planned  manufacturing  and  distribution  methods and
processes, customer lists, current and anticipated customer requirements,  price
lists, market studies, business plans, computer software and programs (including
object code and source  code),  computer  software  and  database  technologies,
systems,   structures  and  architectures  (and  related  processes,   formulae,
compositions,   improvements,   devices,  know-how,   inventions,   discoveries,
concepts, ideas, designs, methods and information, of the Employer and any other
information,  however documented,  of the Employer that is a trade secret within
the meaning of  applicable  law;  (ii) any and all  information  concerning  the
business  and  affairs of the  Employer  (which  includes  historical  financial
statements,  financial projections and budgets,  historical and projected sales,
capital  spending budgets and plans, the names and backgrounds of key personnel,
personnel training and techniques and materials),  however documented; and (iii)
any and  all  notes,  analysis,  compilations,  studies,  summaries,  and  other
material  prepared by or for the Employer  containing  or based,  in whole or in
part, on any information included in the foregoing.

Confidential   Information   shall  not  include  (i)  information   already  in
Executive's  possession  prior  to the date of this  Agreement  and that was not
acquired  or  obtained  from  Employer  or  its  affiliates  or  pursuant  to  a
confidentiality  agreement;  (ii) information that is obtained or was previously
obtained by the  Executive  from a third Person who,  insofar as is known to the
Executive after  reasonable  inquiry,  is not prohibited from  transmitting  the
information to the Executive by  contractual,  legal or fiduciary  obligation to
the  Employer  or its  affiliates;  or (iii)  information  that is, or  becomes,
generally available to the public other than as a result of a direct or indirect
disclosure by the Executive.

     Section 1.4  "Effective  Date" -- the date specified in the preamble of the
Agreement.

     Section  1.5  "Employee   Inventions"  --  all   discoveries,   inventions,
improvements,  designs,  innovations and works of authorship (including all data
and records pertaining thereto) that relate to the business of Employer, whether
or not able to be patented, copyrighted or reduced to writing, that Employee may
discover, invent or originate during the term of his employment pursuant to this
Agreement,  and for a period of six (6) months following the termination of this
Agreement,  either alone or with other persons and whether or not during working
hours or by the use of the facilities of Employer.

     Section 1.6 "Fiscal  Year" --  Employer's  fiscal year, as it exists on the
Effective Date or as changed from time to time.

     Section  1.7  "Person"  --  any  individual,   corporation  (including  any
non-profit  corporation),  general or  limited  partnership,  limited  liability
company,   joint  venture,   estate,  trust,   association,   organization,   or
governmental body.


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                                   ARTICLE II.
                           EMPLOYMENT TERMS AND DUTIES

     Section 2.1 Employment.  Employer hereby employs  Executive,  and Executive
hereby  accepts  employment  by  Employer,  upon the  terms and  subject  to the
conditions set forth in this Agreement.

     Section 2.2 Term.  Subject to the  provisions  of Article VI, the term (the
"Term") of  Executive's  employment  pursuant to this  Agreement will be one (1)
year,  beginning on the Effective Date and ending that date which is exactly one
(1) year after the Effective Date ("the First Term"). The term of this Agreement
shall be  renewed  automatically  for  succeeding  periods  of one (1) year each
unless  either party gives to the other party  notice,  at least sixty (60) days
prior to the  expiration of any term, of the noticing  party's  intention not to
renew the term of this Agreement.

     Section 2.3  Duties.  Executive  will have such  duties as are  assigned or
delegated to Executive by the Board of Directors,  and will  initially  serve as
Chief  Executive  Officer  of  Employer.  Executive  will (i)  devote his entire
business  time,  attention,  skill,  and energy  exclusively  to the business of
Employer,  (ii) use his best  efforts  to  promote  the  success  of  Employer's
business,  and  (iii)  cooperate  fully  with  the  Board  of  Directors  in the
advancement  of the best  interests  of  Employer.  If Executive is elected as a
member  of the  Board  if  Directors,  or as a  director  or  officer  of any of
Employer's  affiliates,  Executive  will fulfill his duties as such  director or
officer without additional compensation.

                                  ARTICLE III.
                            COMPENSATION AND BENEFITS

     Section 3.1 Basic Compensation.  During the Term, Executive will receive an
aggregate   Basic   Compensation   of  One  Hundred  Twenty   Thousand   Dollars
($120,000.00)  annually  which will be payable  in equal  periodic  installments
according to Employer's customary payroll practices, but no less frequently than
semi-monthly ("Salary"),  and benefits resulting from Executive's  participation
in such pension, life insurance, hospitalization,  major medical, disability and
other employee benefit plans of Employer that may be in effect from time to time
(including  any right to an  automobile),  to the extent  Executive  is eligible
pursuant to the terms of those plans (collectively, the "Benefits").

     Section 3.2 Bonus.  In addition to the Salary and the  Benefits,  Executive
shall be entitled to receive from Employer and Employer  shall pay to Executive,
for  each  of  Employer's  complete  fiscal  quarters  during  the  term of this
Agreement,  a cash  bonus in an  amount  equal to two  percent  (2%) of the "net
profits" of Employer for that fiscal quarter.  For purposes of this Section 3.2,
the term "net  profits"  shall be defined as and mean all gross  income from the
operations  of the  Employer  (other  than  capital  gains)  less all  expenses,
deductions  and  credits  of  Employer  attributable  to  those  operations.  In
computing net profits, federal and state income taxes and payments made pursuant
to this Agreement and other bonus and other incentive plans of Employer shall be
deducted.  The net profits  shall be determined  in  accordance  with  generally
accepted  accounting  principles  utilized by the certified  public  accountants
regularly employed by Employer, and the determination of those accountants shall
obligate  and be  conclusive  on Employer and  Executive.  Payment of that bonus
shall be made no later than  forty-five  (45) days  after the end of  Employer's
fiscal quarter for which such bonus is due and payable.


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     Section 3.3 Health Care Benefits.  Employer  shall include  Employee in the
hospital, surgical, medical and dental benefit plan maintained by Employer.

     Section 3.4 Illness.  During the Term,  Executive  shall be entitled to ten
(10)  days per year as sick  leave  with  full  pay.  Sick  leave  shall  not be
accumulated.

     Section 3.5 Other  Benefits.  Executive shall receive all other benefits of
employment available generally to other employees of Employer.

                                   ARTICLE IV.
                             FACILITIES AND EXPENSES

     Section  4.1 Office and  Staff.  Employer  will  furnish  Executive  office
facilities,  equipment,  supplies,  and such other facilities and personnel,  as
Employer  deems  necessary or  appropriate  for the  performance  of Executive's
duties pursuant to this Agreement.

     Section 4.2 Reimbursement of Business Expenses. Employer will pay on behalf
of Executive  (or  reimburse the Executive  for)  reasonable  business  expenses
incurred  by  Executive  at the  request  of, or on behalf of,  Employer  in the
performance  of the  Executive's  duties  pursuant  to  this  Agreement,  and in
accordance  with  Employer's  employment  policies.  Executive must file expense
reports with respect to such expenses in accordance with Employer's policies.

                                   ARTICLE V.
                             VACATIONS AND HOLIDAYS

     Section 5.1 Annual  Vacation.  Executive  will be entitled to ten (10) days
paid  vacation  each Fiscal Year in  accordance  with the  vacation  policies of
Employer in effect for Employer's executive officers from time to time. Vacation
must be taken by  Executive at such time or times as approved by the Chairman of
the Board of Directors or the Board of Directors. In the event that Executive is
unable  for any  reason to take the total  amount of  vacation  time  authorized
herein during any year,  Executive may not accrue that time and add that time to
vacation time for any following year. In lieu of vacation  leave,  Executive may
elect to  receive  payment  for all or any part of the  vacation  leave to which
Executive is entitled,  in which case the vacation  leave shall be valued at the
amount of salary earned by Executive during an equivalent  period of time during
the fiscal year in which such vacation leave accrued.

     Section 5.2 Paid Holidays. Executive shall be entitled to be paid for those
holidays designated by Employer, as specified in Employer's personnel policies.

                                   ARTICLE VI.
                                   TERMINATION

     Section 6.1 (a)  Disability.  Employer may  terminate  this  Agreement  for
Disability.  "Disability"  shall  exist if because of ill  health,  physical  or
mental disability, or any other reason


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<PAGE>


beyond Executive's control, and notwithstanding  reasonable  accommodations made
by Employer, Executive shall have been unable, unwilling or shall have failed to
perform  Executive's  duties pursuant to this  Agreement,  as determined in good
faith by the Board of Directors,  for a period of thirty (30) consecutive  days,
or if, in any twelve  (12) month  period,  Executive  shall have been  unable or
unwilling  or shall have  failed to perform  Executive's  duties for a period of
sixty (60)  days,  irrespective  of  whether  or not such days are  consecutive.
Executive hereby consents to examination by a physician  designated by Employer,
and Executive hereby waives any  physician-patient  privilege resulting from any
such examination.

     (b)  Cause.  Employer  may  terminate  Executive's  employment  for  Cause.
Termination for "Cause" shall mean termination  because of Executive's (i) gross
incompetence;  (ii)  willful  gross  misconduct  that  causes  economic  harm to
Employer or its affiliates or that brings  discredit to Employer's or Employer's
affiliates'  reputation;  (iii)  failure  to follow  directions  of the Board of
Directors  that  are  consistent  with  Executive's   duties  pursuant  to  this
Agreement;  (iv) final,  nonappealable  conviction of a felony  involving  moral
turpitude;  or (v) material  breach of any  provision of this  Agreement.  Those
events  specified in clauses  (i),  (iii) and (v) of this  subsection  shall not
constitute  Cause  unless  Employer  notifies   Executive  thereof  in  writing,
specifying in reasonable  detail the basis therefor and specifying that any such
event is for Cause,  and unless  Executive  fails to cure such matter  within 60
days after such notice is sent or given  pursuant to this  Agreement.  Executive
shall be  permitted  to  respond  and to  defend  himself  before  the  Board of
Directors or any  appropriate  committee  thereof within a reasonable time after
written notification of any proposed termination for Cause pursuant to any event
specified in clauses (i), (ii), (iii) or (v) of this subsection.

     (c) Without Good  Reason.  During the Term,  Executive  may  terminate  his
employment  Without Good Reason.  Termination  "Without  Good Reason" shall mean
termination  of  the   Executive's   employment  by  the  Executive  other  than
termination for Employer Breach or resulting from the death of Executive.

     (d) Explanation of Termination of Employment.  Any party  terminating  this
Agreement  shall give prompt written  notice  ("Notice of  Termination")  to the
other  party  hereto  advising  such  other  party  of the  termination  of this
Agreement.  Within thirty (30) days after  notification  that this Agreement has
been terminated, the terminating party shall deliver to the other party hereto a
written explanation, which shall specify in reasonable detail the basis for such
termination  and shall  indicate  whether  termination  is being made for Cause,
Without Cause or for  Disability  (if Employer has  terminated the Agreement) or
for Employer  Breach or Without Good Reason (if  Executive  has  terminated  the
Agreement).

     (e) Date of Termination. "Date of Termination" shall mean the date on which
Notice of Termination is sent or given pursuant to this Agreement.

     Section 6.2 Compensation During Disability or Upon Termination.

     (a) During  Disability.  During any period that Executive  fails to perform
his duties pursuant to this Agreement because of ill health,  physical or mental
disability,  or any other reason beyond Executive's control,  Executive shall be
entitled to receive the sick pay  specified by the  provisions of Section 3.4 of
this Agreement.


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     (b)  Termination for  Disability.  If Employer shall terminate  Executive's
employment for Disability, Employer's obligation to pay Basic Compensation shall
terminate, except that Employer shall pay Executive (i) accrued but unpaid Basic
Compensation through the Date of Termination, and (ii) the benefits set forth in
Section 6.2(d).

     (c)  Termination  for Cause or  Without  Good  Reason.  If  Employer  shall
terminate  Executive's  employment for Cause or if the Executive shall terminate
his  employment  Without Good Reason,  then  Employer's  obligation to pay Basic
Compensation  shall  terminate,  except that  Employer  shall pay  Executive his
accrued but unpaid Basic Compensation through the Date of Termination.

     (d) Employee Benefits.  Upon the termination of Executive's employment with
Employer, the Basic Compensation shall terminate on the Date of Termination.

     Section 6.3 Death of Executive.  If Executive  dies prior to the expiration
of the Term,  Executive's  employment  and other  obligations  pursuant  to this
Agreement shall automatically terminate and all compensation, to which Executive
is or would have been entitled pursuant to (including, without limitation, under
Section 3.1), shall terminate as of the date in which Executive's death occurs.

                                  ARTICLE VII.
                  NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

     Section 7.1 Acknowledgments by the Executive.  Executive  acknowledges that
(a) during the Term and as a part of his employment,  Executive will have access
to  Confidential  Information;   (b)  public  disclosure  of  such  Confidential
Information  could have an adverse effect on the Employer and its business;  (c)
because  Executive  possesses  substantial  technical  expertise  and skill with
respect to Employer's  business,  Employer desires to obtain exclusive ownership
of each Employee  Invention,  and Employer will be at a substantial  competitive
disadvantage if Employer fails to acquire  exclusive  ownership of each Employee
Invention;  and (d)  the  provisions  of this  Article  VII are  reasonable  and
necessary to prevent the improper use or disclosure of Confidential  Information
and to provide Employer with exclusive ownership of all Employee Inventions.

     Section  7.2  Agreements  of  the  Executive.   In   consideration  of  the
compensation  and  benefits  to be paid or  provided  to  Executive  by Employer
pursuant to this Agreement, Executive covenants as follows:

     (a) Confidentiality.

     (i)   During and following the Term, Executive  will hold in confidence the
           Confidential  Information  and  will not  disclose  the  Confidential
           Information,  or any portion thereof, to any Person,  except with the
           specific  prior  written  consent of Employer or except as  otherwise
           expressly permitted by the terms of this Agreement.

     (ii)  Any trade  secrets of Employer or its affiliates  will be entitled to
           all of the  protections and  benefits  pursuant to applicable law. If
           any information that Employer or its


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<PAGE>


           affiliates  deems to be a trade  secret is  determined  by a court of
           competent  jurisdiction not to be a trade secret for purposes of this
           Agreement,   such  information  will,  nevertheless,   be  considered
           Confidential  Information for purposes of this  Agreement.  Executive
           hereby  waives any  requirement  that  Employer  submit  proof of the
           economic value of any trade secret or post a bond or other security.

     (iii) None of the  foregoing obligations  and  restrictions  applies to any
           part of the Confidential Information that Executive  demonstrates was
           or became generally available to the public other than as a result of
           a direct or indirect disclosure by Executive.

     (iv)  The  Executive  will not remove  from the  Employer's  or  Employer's
           affiliates'  premises  (except  to the  extent  such  removal  is for
           purposes  of the  performance  of the  Executive's  duties at home or
           while traveling,  or except as otherwise  specifically  authorized by
           Employer) any document,  record,  notebook,  plan, model,  component,
           device, or computer  software or code,  whether embodied in a disk or
           in any other form (collectively,  the "Proprietary Items"). Executive
           agrees  that,  as  between   Employer  and  Executive,   all  of  the
           Proprietary  Items,  whether or not developed by  Executive,  are the
           exclusive property of Employer. Upon termination of this Agreement by
           either  party,  or upon the  request  of  Employer  during  the Term,
           Executive  will return to Employer  all of the  Proprietary  Items in
           Executive's   possession  or  subject  to  Executive's  control,  and
           Executive shall not retain any copies, abstracts,  sketches, or other
           physical embodiment of any of the Proprietary Items.

     (b) Employee Inventions. Each Employee Invention will belong exclusively to
Employer. Executive covenants that Executive will promptly:

     (i)   disclose to Employer in writing any Employee Invention;

     (ii)  assign  to  Employer  or  to  a  party  designated  by  Employer,  at
           Employer's  request  and  without  additional  compensation,  all  of
           Executive's right to the Employee Invention for the United States and
           all foreign jurisdictions;

     (iii) execute and deliver to Employer such applications,  assignments,  and
           other  documents  as  Employer  may request in order to apply for and
           obtain  patents or other  registrations  with respect to any Employee
           Invention in the United States and any foreign jurisdictions;

     (iv)  sign all other papers  necessary to carry out the above  obligations;
           and

     (v)   give  testimony  and  render  any  other  assistance  in  support  of
           Employer's rights to any Employee Invention.

     Section 7.3 Disputes or Controversies.  Executive  acknowledges that in the
event that a dispute or controversy resulting from or relating to this Agreement
be submitted for  adjudication to any court,  arbitration  panel, or other third
party, the preservation of the secrecy of Confidential


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Information may be jeopardized. All pleadings,  documents, testimony and records
relating  to any such  adjudication  will be  maintained  in secrecy and will be
available for inspection by Employer,  Executive, and their respective attorneys
and experts,  who will agree, in advance and in writing, to receive and maintain
all such information in secrecy, except as may be limited by them in writing.

                                  ARTICLE VIII.
                      NON-COMPETITION AND NON-INTERFERENCE

     Section 8.1 Acknowledgments by Executive.  Executive  acknowledges that (a)
the services to be performed by him pursuant to this Agreement are of a special,
unique,  unusual,  extraordinary,  and  intellectual  character;  (b) Employer's
business conducted  nationally and Employer's services and products are marketed
throughout the United States;  (c) Employer  competes with other businesses that
are or could be located in any part of the United States; and (d) the provisions
of this  Article VIII are  reasonable  and  necessary to protect the  Employer's
business.

     Section 8.2 Covenants of Executive. In consideration of the acknowledgments
by Executive,  and in  consideration of the compensation and benefits to be paid
or provided to Executive by Employer,  Executive  covenants  that Executive will
not, directly or indirectly:

     (a) during the Term,  except in the course of his  employment  pursuant  to
this Agreement,  and during the Post-Agreement  Period,  directly or indirectly,
engage or invest in, own, manage, operate,  finance,  control, or participate in
the ownership, management,  operation, financing, or control of, be employed by,
associated  with, or in any manner  connected with, lend the Executive's name or
any similar name to, lend Executive's credit to or render services or advice to,
any business whose products,  services or activities compete in whole or in part
with the  products,  services or  activities of the Employer or any affiliate of
Employer anywhere in the United States;  provided,  however,  that the Executive
may purchase or otherwise  acquire up to (but not more than) three  percent (3%)
of any class of securities of any issuer (but without otherwise participating in
the activities of such issuer), if such securities are listed on any national or
regional  securities  exchange or have been registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934;

     (b)  whether  for  Executive's  own account or for the account of any other
Person,  at any time  during  the Term and the  Post-Agreement  Period,  solicit
business of the same or similar type being carried on by the Employer,  from any
Person known by Executive to be a customer of Employer, whether or not Executive
had  personal  contact  with such  Person  during  and by reason of  Executive's
employment with Employer;

     (c) whether for Executive's  account or the account of any other Person (i)
at any time during the Term and the Post-Agreement Period,  solicit,  employ, or
otherwise  engage as an employee,  independent  contractor,  or  otherwise,  any
Person who is or was an  employee  of Employer at any time during the Term or in
any manner induce or attempt to induce any employee of Employer to terminate his
or her employment  relationship  with  Employer;  or (ii) at any time during the
Term and the Post-Agreement Period,  interfere with Employer's relationship with
any  Person,  including  any  Person  who at any  time  during  the  Term was an
employee,  contractor,  supplier,  or customer of  Employer;  or (d) at any time
during or after the Term, disparage Employer or any of Employer's  shareholders,
directors, officers, employees, or agents.


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<PAGE>


     For purposes of this Section 8.2, the term  "Post-Agreement  Period"  means
the period  beginning on the date of termination of the  Executive's  employment
with the Employer, plus five (5) years.

     If any covenant in this Section 8.2 is  determined  by a court of competent
jurisdiction  to be  unreasonable,  arbitrary,  or against public  policy,  such
covenant  will be considered to be divisible  with respect to scope,  time,  and
geographic  area,  and such reduced scope,  time, or geographic  area, or all of
them, as a court of competent  jurisdiction may determine to be reasonable,  not
arbitrary,  and not against public policy,  will be effective,  obligatory,  and
enforceable against Executive.

     The period of time  applicable  to any covenant in this Section 8.2 will be
extended by the duration of any violation by Executive of such covenant.

     Executive  will,  while the  covenant  pursuant  to this  Section 8.2 is in
effect, give notice to Employer,  within ten (10) days after accepting any other
employment,  of the identity of Executive's  employer.  Employer may notify such
employer  that  Executive  is  obligated by this  Agreement  and, at  Employer's
election,  furnish  such  employer  with a copy of this  Agreement  or  relevant
portions thereof.

                                   ARTICLE IX.
                               GENERAL PROVISIONS

     Section 9.1 Injunctive Relief and Additional Remedy. Executive acknowledges
that the damage  that would be  suffered  by Employer as a result of a breach of
the  provisions of this  Agreement  (including any provision of Articles VII and
VIII) would be irreparable and that an award of monetary damages to the Employer
for such a breach would be an  inadequate  remedy.  Consequently,  Employer will
have the right,  in addition to any other rights  Employer  may have,  to obtain
injunctive  relief to restrain any breach or  threatened  breach or otherwise to
specifically  enforce any provision of this Agreement,  and Employer will not be
obligated to post bond or other security in seeking such relief.

     Section  9.2   Covenants  of  Articles  VII  and  VIII  Are  Essential  and
Independent  Covenants.  The covenants by Executive in Articles VII and VIII are
essential  provisions of this Agreement,  and without  Executive's  agreement to
comply with such covenants,  Employer would not have entered into this Agreement
or employed or continued the  employment  of  Executive.  Employer and Executive
have  independently  consulted their respective counsel and have been advised in
all respects concerning the reasonableness and propriety of such covenants, with
specific regard to the nature of the business conducted by Employer.

     Executive's  covenants in Articles VII and VIII are  independent  covenants
and the  existence  of any claim by  Executive  against  Employer  or any of its
affiliates under this Agreement or otherwise will not excuse  Executive's breach
of any covenant in Articles VII or VIII.


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<PAGE>


     If  Executive's  employment  pursuant  to  this  Agreement  expires  or  is
terminated,  this  Agreement  will  continue  in full  force  and  effect  as is
necessary or appropriate to enforce the covenants and agreements of Executive in
Articles VII and VIII.

     Section 9.3 Offset. Employer will be entitled to offset against any and all
amounts owing to Executive  pursuant to this Agreement the amount of any and all
claims that Employer may have against Executive.

     Section 9.4  Representations  and  Warranties by the  Executive.  Executive
represents and warrants to Employer that the execution and delivery by Executive
of this  Agreement do not,  and the  performance  by  Executive  of  Executive's
obligations  pursuant to this  Agreement will not, with or without the giving of
notice  or the  passage  of  time,  or both  (a)  violate  any  judgment,  writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to Executive; or (b) conflict with, result in the breach of any provisions of or
the  termination  of, or  constitute  a default  under,  any  agreement to which
Executive is a party or by which Executive is or may be obligated.

     Section 9.4  Obligations  Contingent on  Performance.  The  obligations  of
Employer pursuant to this Agreement,  including Employer's obligation to pay the
compensation  provided for in this Agreement,  are contingent  upon  Executive's
performance of Executive's obligations pursuant to this Agreement.

     Section  9.5  Waiver.  The  rights  and  remedies  of the  parties  to this
Agreement are cumulative and not alternative.  Neither the failure nor any delay
by either party in exercising any right,  power,  or privilege  pursuant to this
Agreement will operate as a waiver of such right,  power,  or privilege,  and no
single or partial exercise of any such right,  power, or privilege will preclude
any other or further exercise of such right, power, or privilege or the exercise
of any other right,  power,  or privilege.  To the maximum  extent  permitted by
applicable  law,  (a) no claim or right  resulting  from this  Agreement  can be
discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing  signed by the other party;  (b) no waiver that
may be given by a party will be applicable,  except in the specific instance for
which it is given; and (c) no notice to or demand on one party will be deemed to
be a waiver of any  obligation of such party or of the right of the party giving
such  notice or demand to take  additional  action  without  notice or demand as
provided in this Agreement.

     Section 9.6 Binding Effect; Delegation of Duties Prohibited. This Agreement
shall inure to the benefit of, and shall obligate,  the parties hereto and their
respective successors, assigns, heirs, and legal representatives,  including any
entity  with  which the  Employer  may merge or  consolidate  or to which all or
substantially all of its assets may be transferred.  The duties and covenants of
Executive pursuant to this Agreement are personal and may not be delegated.

     Section 9.7 Notices. All notices, requests, demands or other communications
pursuant  to this  Agreement  shall  be in  writing  or by  telex  or  facsimile
transmission  and shall be  deemed  to have  been duly  given (i) on the date of
service if  delivered in person or by telex or  facsimile  machine  transmission
(with the telex or facsimile  confirmation  of  transmission  receipt  acting as
confirmation of service when sent and provide telexed or telecopied  notices are
also mailed by first class, certified


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<PAGE>


or registered  mail,  postage  prepaid);  or (ii)  seventy-two  (72) hours after
mailing by first class,  registered  or certified  mail,  postage  prepaid,  and
properly addressed as follows:

     If to Executive:         Crofton Cooper
                              5031 Birch Street, Suite G
                              Newport Beach, CA 92660

     If to Employer:          TMEX USA, Inc.
                              5031 Birch Street, Suite G
                              Newport Beach, CA 92660

     With a copy to:          STEPP & BEAUCHAMP LLP
                              1301 Dove Street, Suite 460
                              Newport Beach, California 92660
                              949.660.9700
                              Telecopier: 949.660.9010

or at such other address as the party affected may designate in a written notice
to such other party in compliance with this section.

     Section 9.8 Entire  Agreement;  Amendments.  This  Agreement  specifies the
entire   agreement  among  the  parties  with  respect  to  the  (i)  employment
relationship  by and  among  Employer  and  Executive  and  (ii) the  terms  and
conditions of all other  relationships  by and among Employer,  in any capacity,
and  Executive,   in  any  capacity  and  supersede  all  prior  agreements  and
understandings,  oral or written, among the parties hereto with respect thereto.
This  Agreement may not be amended  orally,  but only by an agreement in writing
signed by the parties hereto.

     Section 9.9 Governing  Law. This  Agreement will be governed by the laws of
the State of California, without regard to conflicts of laws principles.

     Section 9.10 Jurisdiction.  Any action or proceeding seeking to enforce any
provision  of, or based on any right  arising  out of, this  Agreement  shall be
brought  against either of the parties in the courts of the State of California,
County of Orange,  and each of the parties  consents to the jurisdiction of such
courts  (and  of the  appropriate  appellate  courts)  in  any  such  action  or
proceeding  and  waives  any  objection  to  venue.  Process  in any  action  or
proceeding  referred to in the preceding  sentence may be served on either party
anywhere in the world.

     Section 9.11 Section and Article  Headings,  Construction.  The headings of
sections and articles in this  Agreement are provided for  convenience  only and
will not affect its construction or interpretation.  All references to "section"
or "sections" and "article" or "articles" refer to the corresponding  section or
sections and article or articles of this Agreement unless  otherwise  specified.
All words  used in this  Agreement  will be  construed  to be of such  gender or
number as the circumstances  require.  Unless otherwise expressly provided,  the
word "including" does not limit the preceding words or terms.


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<PAGE>


     Section  9.12  Severability.  If any  provision  of this  Agreement is held
invalid  or  unenforceable  by any court of  competent  jurisdiction,  the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement  determined to be invalid or  unenforceable  only in part will
remain in full force and effect to the  extent not  determined  to be invalid or
unenforceable.

     Section 9.13  Counterparts.  This  Agreement may be executed in one or more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.

     Section 9.14 Indemnification for Negligence or Misconduct.

     A.  Employer  shall  save  Employee  harmless  from and  against  and shall
indemnify  Executive  for  any  liability,  loss,  costs,  expenses  or  damages
howsoever caused by reason of any injury (whether to body, property, or personal
or business character or reputation) sustained by any person or to any person or
to property by reason of any act, neglect,  default or omission of Employer, and
Employer  shall pay any and all amounts to be paid or  discharged  in case of an
action  for any such  damages  or  injuries.  No  provision  of this  section is
intended to, nor shall any provision of this  section,  relieve  Executive  from
that Executive's own act, omission or negligence.

     B.  Executive  shall save  Employer  harmless  from and  against  and shall
indemnify Employer for any liability, loss, costs, expenses or damages howsoever
caused by reason of any injury (whether to body, property,  personal or business
character or reputation) sustained by any person or to any person or to property
by reason of any act, neglect,  default or omission of Executive,  and Executive
shall pay any and all amounts to be paid or  discharged in case of an action for
any such damages or  injuries.  No provision of this section is intended to, nor
shall any provision of this section,  relieve  Employer from Employer's own act,
omission or negligence.


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<PAGE>


     IN WITNESS  WHEREOF the parties have executed this  Agreement of Employment
in duplicate  and in multiple  counterparts,  each of which shall have the force
and  effect  of an  original,  on the date  specified  in the  preamble  of this
Agreement.

"EMPLOYER"                              "EXECUTIVE"

TMEX USA, Inc.,
a Nevada corporation


By:  /s/  Cooper Lee                    /s/  Crofton Cooper
          ----------------------             -----------------------
          Cooper Lee                         Crofton Cooper

Its:      President


By:  /s/  Cecil Zeringue
          ----------------------
          Cecil Zeringue
Its:      Vice President


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