Exhibit 10.4 - Employment Agreement


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this "Agreement")
      is
      made as of February 1, 2005, by and among Next Phase Wireless, Inc., a Nevada
      corporation (the "Company"),
      and
      Robert Ford (the "Executive"),
      each
      a "Party"
      and
      collectively the "Parties."
      Unless
      otherwise indicated, capitalized terms are defined in Section 2.1.

     

    WHEREAS,
      the Parties hereto desire to enter into an employment agreement regarding the
      Company employing the Executive in a managerial role.

     

    NOW,
      THEREFORE, the Parties hereto agree as follows:

     

    ARTICLE
      I

    EMPLOYMENT
      TERMS

     

    1.1  Employment.
      The
      Company will employ the Executive, and the Executive accepts employment with
      the
      Company, upon the terms and conditions set forth in this Agreement for the
      period beginning on the date hereof (the “Effective
      Date”)
      and
      ending as provided in Section
      l.4(a)
      hereof
      (the "Employment
      Period").

     

    1.2  Position
      and Duties.

     

    (a)  Generally.
      During
      the Employment Period, (i)
      the
      Executive will be an Executive of the Company and will serve as President and
      Chief Executive Officer, and (ii) in his capacity as President and Chief
      Executive Officer, the Executive shall render such management and executive
      and
      managerial services to the Company and its Subsidiaries as are commensurate
      with
      the customary duties, responsibilities and authority of his office, subject
      to
      the power of the Board of Directors of the Company (the "Board").
      The
      Executive shall also serve as a member of the Board during the Employment
      Period.

     

    (b)  Duties
      and Responsibilities.
      The
      Executive will report to the Board of Directors of the Company and will devote
      his best efforts and such reasonable and necessary business time and attention
      to the business and affairs of the Company and its Subsidiaries, except for
      permitted vacations and reasonable periods of illness or injury. The Executive
      will perform his duties and responsibilities to the best of his abilities in
      a
      diligent, trustworthy, businesslike and efficient manner. The Executive shall
      not engage in any other business activities that could reasonably be expected
      to
      conflict with the Executive’s duties, responsibilities and obligations
      hereunder. Except in connection with professional, charitable or civic
      endeavors, the Executive will not serve as a member of the board of directors
      of
      any Person without the prior approval of the Board, which shall not be
      unreasonably withheld. The Executive may engage in any of the following business
      activities while employed by the Company: (i) investing his personal assets
      in
      businesses which do not compete with the Company in such form or manner as
      will
      not require any services on the part of Executive in the operation or the
      affairs of the companies in which such investments are made and in which his
      participation is solely that of an investor, (ii) purchasing securities in
      any
      entity whose securities are regularly traded provided that such purchase shall
      not result in his collectively owning beneficially at any time five percent
      or
      more of the equity securities of any entity engaged in a business competitive
      to
      that of the Company, and (iii) participating in conferences or preparing
      or
      publishing papers or books so long as the Board of Directors approves of such
      activities prior to Executive’s engaging in them. During
      the Employment Period, the Executive shall bring to the Company all investment
      or business opportunities relating to the activities described in Section
      1.8(a)
      of which
      the Executive becomes aware and which the Executive believes are, or may be,
      within the scope and investment objectives related to the business of the
      Company or any of its Subsidiaries, which would or may be beneficial to the
      business of the Company or any of its Subsidiaries, or are otherwise competitive
      with the business of the Company or any of its Subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3 Compensation.

     

    (a) Base
      Salary.
      During
      the Employment Period, the Executive’s base salary shall be $ 10,000 per annum
      (the "Base
      Salary"),
      payable as follows: (i) from January 1, 2005 through May 31, 2005 $5,000 per
      month in cash (“Cash Base Salary”) and $5,000 per month in common stock of the
      Company valued at $0.25 per share for 20,000 shares per month (“Stock Base
      Salary”) and (ii) from June 1, 2005 through the remainder of the Employment
      Period $10,000 per month in Cash. The Cash Base Salary will be payable by the
      Company in regular installments in accordance with the Company’s general payroll
      practices. The Stock Base Salary shall be issued pursuant to an exemption from
      registration of the Securities Act of 1933, as amended (the “Act”), and shall be
      restricted pursuant to Rule 144 of the Act. The Board shall review the
      Executive’s performance at least once each year during the Employment Period,
      and determine, in the Board’s sole discretion, whether to grant any increase in
      the rate of the Executive’s Base Salary for future years during the Employment
      Period. 

     

    (b) Bonus.
      The
      Executive shall be entitled to a “sign-on” bonus of 300,000 shares of common
      stock of the Company issued pursuant to an exemption from registration and
      restricted pursuant to Rule 144 of the Securities Act. The Executive shall
      be
      eligible to receive additional stock bonuses under the Management Retention
      and
      Incentive Plan (“Plan”) to be established by the Board of Directors on or before
      March 31, 2005. It is the intent of the parties that Executive’s stock ownership
      in the Company shall be no less than the stock ownership of any other senior
      executive of the Company at the end of the full three (3) year term of this
      Agreement. All Company stock issued Executive hereunder or pursuant to the
      Plan
      shall contain anti-dilution protection in the event of a corporate
      reorganization or issuance of stock for less than fair value. Executive shall
      be
      eligible to receive additional bonuses in cash and/or stock as determined from
      time to time by the Board of Directors of the Company.

     

    (c)  Expenses.
      The
      Company will reimburse the Executive for all reasonable expenses incurred by
      him
      in the course of performing his duties under this Agreement which are consistent
      with the Company’s policies in effect at that time with respect to travel,
      entertainment and other business expenses, subject to the Company’s requirements
      with respect to reporting and documentation of such expenses; provided, however,
      any expense in excess of $500 shall be pre-approved by a board member other
      than
      the Executive.

     

    (d)  Vacation.
      The
      Executive shall be entitled to paid vacation in each calendar year pursuant
      to
      Company policy for similarly situated active executive Executives of the
      Company, which if not taken during any year may not be carried forward to any
      subsequent year.

     

    (e)  Additional
      Benefits.
      During
      the Employment Period, the Executive shall be entitled to participate in any
      group medical, 401(k) and other Executive benefit plans and perquisites adopted
      by the Board for participation by the Executive subject to the terms and
      conditions of such plans (collectively "Benefits")
      which
      participation shall be in accordance with the terms of such plans and on the
      same terms and conditions as other similarly situated active executive
      Executives of the Company. The Company shall have the right to purchase in
      the
      Executive’s name a "key man" life insurance policy naming the Company or any of
      its Subsidiaries as the sole beneficiary thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  Withholding.
      All
      payments made to or on behalf of the Executive and the terms of this Agreement
      shall be subject to all withholding required or permitted by law and such other
      withholding as may be agreed to by the Executive.

     

    (g)  Share
      Restrictions.
      All
      Shares issued hereunder have not been registered under the Act or under any
      state securities law. Employee understands that the Shares will be characterized
      as “restricted” securities under federal securities laws and that under such
      laws and applicable regulations such Shares may not be resold without
      registration except in certain limited circumstances. Employee agrees that
      he
      will not sell all or any portion of the Shares except pursuant to registration
      under the Act or pursuant to an available exemption from registration under
      the
      Act. Employee understands and acknowledges that all certificates representing
      the Shares shall bear the following legend or a legend of similar import and
      the
      Company shall refuse to transfer the Shares except in accordance with such
      restrictions:

     

    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER CERTAIN STATE
      SECURITIES LAWS. NO SALE OR TRANSTER OF THESE SHARES MAY BE MADE IN THE ABSENCE
      OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) AN OPINION
      OF
      COUNSEL ACCEPTABLE TO COMPANY THAT REGISTRATION UNDER THE ACT OR UNDER
      APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
      PROPOSED SALE OR TRANSFER.”

    


    1.4  Term
      and
      Termination.

     

    (a)  Duration.
      The
      Employment Period shall commence on the Effective Date of this Agreement and
      shall continue until the first to occur of (i)
      termination of the Executive’s employment by the Company for Cause, (ii)
      termination of the Executive’s employment by the Company without Cause,
(iii)
      the
      Executive’s resignation with Good Reason, (iv)
      the
      Executive’s resignation other than for Good Reason, (v)
      the
      Executive’s death or Disability, or (vi)
      the
      third anniversary of the Effective Date (the “Expiration”).
      Notwithstanding the above, the parties agree to review this Agreement on each
      one (1) year anniversary to determine if each party wishes to continue the
      relationship and if so, if the salary and benefits are adequate for Executive
      based on his duties and responsibilities.

     

    (b)  Severance
      Upon Termination Without Cause or Upon Resignation by the Executive For Good
      Reason.
      If the
      Employment Period is terminated by the Company without Cause or the Executive
      resigns for Good Reason, the Executive will be entitled to receive (i)
      an
      amount equal to twelve (12) months of his Base Salary paid at such normal
      payroll intervals during the Severance Period as otherwise applicable to active
      employees of the Company, and (ii) Benefits under the Company’s insurance and
      other employee benefit plans to the extent eligible. The Executive shall also
      be
      entitled to receive all reimbursable expenses, benefits or other entitlements
      then due and owing to the Executive as of the Termination Date. The Company
      will
      be obligated to make such severance payments and provide such Benefits only
      if
      the Executive has not breached, and only for so long as the Executive does
      not
      breach, his obligations under Sections
      1.5,
      1.6,
      1.7,
      or
1.8
      of this
      Agreement and executes and delivers to the Company a mutual release acceptable
      to both parties at the time of Termination.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Salary
      and Other Payments Through Termination.
      If the
      Executive’s employment with the Company is terminated before the Expiration
(i)
      by the
      Company for Cause, (ii)
      by the
      Executive other than for Good Reason, or (iii)
      by
      reason of the Executive’s death or Disability, the Executive will be entitled to
      receive his Base Salary through the Termination Date and will not be entitled
      to
      receive any severance payments or Benefits after termination other than, in
      the
      case of termination under clause (iii) above, Benefits under the Company’s
      insurance and other employee benefit plans to the extent eligible. The Executive
      shall also be entitled to receive all reimbursable expenses, benefits or other
      entitlements then due and owing to the Executive as of the Termination
      Date.

     

    (d)  Other
      Rights.
      Except
      as set forth in Section
      1.4(b),
      all of
      the Executive’s rights to benefits, Base Salary, and Bonuses hereunder (if any)
      which accrue or become payable after the termination of the Employment Period
      shall cease upon such termination. The Company and its Subsidiaries may offset
      any amounts the Executive owes any of them against any amounts the Company
      owes
      the Executive hereunder; provided
      that
      such offset shall occur only upon the Executive’s termination of employment with
      the Company.

     

    1.5  Confidential
      Information.

     

    (a)  The
      Executive shall not disclose or use at any time, either during his employment
      with the Company or thereafter (excluding trade secrets of the Company and
      its
      Subsidiaries which may not be disclosed or used at any time), any Confidential
      Information (as defined below) of which the Executive is or becomes aware,
      whether or not such information is developed by him, except to the extent that
      (i)
      such
      disclosure or use is directly related to and required by the Executive’s
      performance of the duties assigned to the Executive, (ii)
      the
      Executive is required by subpoena or similar process to disclose or discuss
      any
      Confidential Information, provided,
      that in
      such case, the Executive shall promptly inform the Company of such event, shall
      cooperate with the Company and its Subsidiaries in attempting to obtain a
      protective order or to otherwise restrict such disclosure or (iii)
      such
      Confidential Information becomes generally known to and available for use by
      the
      public, other than as a result of any action or inaction by the Executive,
      and
      at the Company’s expense, the Executive shall take all appropriate steps to
      safeguard Confidential Information and to protect it against disclosure, misuse,
      espionage, loss and theft. The Executive acknowledges that the Confidential
      Information obtained by him during the course of his employment with the Company
      is the property of the Company and its Subsidiaries.

     

    (b)  The
      Executive understands that the Company and its Subsidiaries will receive from
      third parties confidential or proprietary information ("Third
      Party Information")
      subject
      to a duty on the part of the Company and its Subsidiaries to maintain the
      confidentiality of such information and to use it only for certain limited
      purposes. During the Employment Period and thereafter, and without in any way
      limiting the provisions of Section
      1.5(a)
      above,
      the Executive will hold Third Party Information in the strictest confidence
      and
      will not disclose to anyone (other than personnel of the Company or its
      Subsidiaries who need to know such information in connection with their work
      for
      the Company and its Subsidiaries) or use, except in connection with his work
      for
      the Company or its Subsidiaries, Third Party Information unless expressly
      authorized by a member of the Board in writing.

     

    (c)  During
      the Employment Period, the Executive shall not use or disclose any confidential
      information or trade secrets, if any, of any former employers or any other
      person to whom the Executive has an obligation of confidentiality, and shall
      not
      bring onto the premises of the Company or its Subsidiaries any unpublished
      documents or any property belonging to any former employer or any other person
      to whom the Executive has an obligation of confidentiality unless consented
      to
      in writing by the former employer or person. The Executive shall use in the
      performance of his duties only information that is (i) generally known and
      used
      by persons with training and experience comparable to the Executive’s and that
      is (x) common knowledge in the industry or (y) is otherwise legally in the
      public domain, (ii) otherwise provided or developed by the Company or its
      Subsidiaries or (iii) in the case of materials, property or information
      belonging to any former employer or other person to whom the Executive has
      an
      obligation of confidentiality, approved for such use in writing by such former
      employer or person.

    
      
        

      

    

    
    

    (d)  As
      used
      in this Agreement the term "Confidential
      Information" means
      information that is not generally known to the public and that is used,
      developed or obtained by the Company or any of its Subsidiaries in connection
      with its business, including but not limited to (i)
      business
      development, growth and other strategic business plans, (ii)
      properties available for acquisition, financing, development or sale,
(iii)
      accounting and business methods, (iv)
      services
      or products and the marketing of such services and products, (v)
      fees,
      costs and pricing structures, (vi)
      the
      status of or any information regarding the Company or any of its Subsidiaries’
      relationship with any governmental or regulatory bodies (vii)
      inventions, devices, new developments, methods, analysis and processes, whether
      patentable or unpatentable and whether or not reduced to practice, (viii)
      drawings, photographs and reports, (ix)
      computer
      software, including operating systems, applications and program listings,
(x)
      manuals,
      customer contracts, personnel data and documentation, (xi)
      data
      bases, (xii) copyrightable works, (xiii) all technology and trade secrets,
      (xvi)
      confidential terms of any supplier or customer relationships, and (xv) all
      similar and related information in whatever form. Confidential Information
      shall
      not include any information that has become generally available to the public
      prior to the date the Executive proposes to disclose or use such information
      or
      general know-how of the Executive.

     

    1.6  Intellectual
      Property.
      In the
      event that the Executive as part of his activities on behalf of the Company
      or
      any of its Subsidiaries generates, authors or contributes to any trade name,
      trade mark, trade secret, invention, design, new development, device, product,
      method or process (whether or not patentable or reduced to practice or
      comprising Confidential Information), any copyrightable work (whether or not
      comprising Confidential Information) or any Confidential Information
      relating directly or indirectly to the business of the Company or any of its
      Subsidiaries as now or hereinafter conducted (collectively, "Intellectual
      Property"),
      the
      Executive acknowledges that such Intellectual Property is the exclusive property
      of the Company and its Subsidiaries and hereby assigns all right, title and
      interest in and to such Intellectual Property to the Company and its
      Subsidiaries. Any copyrightable work prepared in whole or in part by the
      Executive will be deemed "a work made for hire" under Section 201(b) of the
      1976
      Copyright Act, and the Company and its Subsidiaries shall own all of the rights
      comprised in the copyright therein. The Executive shall promptly and fully
      disclose all Intellectual Property to the Company and shall cooperate with
      the
      Company and its Subsidiaries to protect the Company’s and its Subsidiaries’
      interests in and rights to such Intellectual Property (including, without
      limitation, providing reasonable assistance in securing patent protection and
      copyright registrations and executing all documents as reasonably requested
      by
      the Company, whether such requests occur prior to or after termination of the
      Executive’s employment with the Company).

     

    1.7  Delivery
      of Materials Upon Termination of Employment.
      As
      requested by the Company from time to time and upon the termination of the
      Executive’s employment with the Company for any reason, the Executive shall
      promptly deliver to the Company all copies and embodiments, in whatever form,
      of
      all Confidential Information and Intellectual Property in the Executive’s
      possession or within his control (including, but not limited to, written
      records, notes, photographs, manuals, notebooks, documentation, program
      listings, flow charts, magnetic media, disks, diskettes, tapes and all other
      materials containing any Confidential Information or Intellectual Property)
      irrespective of the location or form of such material and, if requested by
      the
      Company, shall provide the Company with written confirmation that all such
      materials have been delivered to the Company.

     

    1.8  Non-Compete.
      Non-Solicitation.

     

    (a)  The
      Executive acknowledges and agrees with the Company and its Subsidiaries that
      the
      Executive’s services to the Company and its Subsidiaries are unique in nature
      and that the Company and its Subsidiaries would be irreparably damaged if the
      Executive were to provide similar services to any Person competing with the
      Company or its Subsidiaries or engaged in a similar business. The Executive
      further acknowledges that in the course of his employment with the Company
      he
      will become familiar with the Company’s and its Subsidiaries’ trade secrets and
      with other Confidential Information. During the Noncompete Period, he shall
      not,
      directly or indirectly, either for himself or for any other Person, permit
      his
      name to be used by or participate in any business or enterprise (including,
      without limitation, any division, group or franchise of a larger organization)
      that engages or proposes to engage (i)
      in the
      Business within the United States (collectively, the "Restricted
      Territory")
      or
(ii)
      in a
      business identical to or similar to any business which is engaged in by the
      Company or any of its Subsidiaries or affiliates in the Restricted Territory
      prior to the Executive’s termination. The Executive acknowledges and agrees that
      the term of the Noncompete Period and that the geographical limits of the
      Restricted Territory are reasonable. For purposes of this Agreement, the term
      "participate in" shall include, without limitation, having any direct or
      indirect interest in any Person, whether as a sole proprietor, owner,
      stockholder, partner, member, joint venturer, creditor or otherwise, or
      rendering any direct or indirect service or assistance to any Person (whether
      as
      a director, officer, supervisor, Executive, agent, consultant or otherwise).
      Nothing herein will prohibit the Executive from mere passive ownership of less
      than two (2) percent of the outstanding stock of any class of a publicly-held
      corporation whose stock is traded on a national securities exchange or in the
      over-the-counter market. As used herein, the phrase "mere passive ownership"
      shall include voting or otherwise granting any consents or approvals required
      to
      be obtained from such Person as an owner of stock or other ownership interests
      in any entity pursuant to the charter or other organizational documents of
      such
      entity, but shall not include, without limitation, any involvement in the
      day-to-day operations of such entity. In addition, nothing herein will prohibit
      the Executive from participating in any business or enterprise having a
      subsidiary which engages in the Business, so long as the Executive does not
      provide services to, act as an officer or director of or otherwise participate
      in the management or operations of such subsidiary.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  During
      the Nonsolicitation Period, the Executive will not directly or indirectly
      through another Person induce or attempt to induce any customer, supplier,
      licensee, or other business relation of the Company or any of its Subsidiaries
      to cease doing business with the Company or any of its Subsidiaries, or induce
      or attempt to induce any Executive of the Company or any of its Subsidiaries
      to
      terminate such Executive’s employment with the Company or any of its
      Subsidiaries, or in any way interfere with the relationship between any such
      customer, supplier, licensee, Executive or business relation and the Company
      or
      any of its Subsidiaries, including, without limitation, knowingly making any
      negative statements or communications concerning the Company or any of its
      Subsidiaries.

     

    1.9  Enforcement.
      If, at
      the time of enforcement of Section
      1.5,
      1.6,
      1.7
      or
1.8,
      a court
      holds that the restrictions stated herein are unreasonable under circumstances
      then existing, the Parties agree that, to the extent permitted by applicable
      law, the maximum period, scope or geographical area reasonable under such
      circumstances will be substituted for the Noncompete Period, scope or area.
      Because the Executive’s services are unique and because the Executive has access
      to Confidential Information and Intellectual Property, the Parties agree that
      money damages would be an inadequate remedy for any breach of Section
      1.5,
      1.6,
      1.7
      or
1.8.
      Therefore, in the event a breach or threatened breach of Section
      1.5,
      1.6,
      1.7
      or
1.8,
      the
      Company or any of its Subsidiaries or any of their respective successors or
      assigns may, in addition to other rights and remedies existing in their favor,
      apply to any court of competent jurisdiction for specific performance and/or
      injunctive or other relief in order to enforce, or prevent any violations of,
      the provisions hereof (without posting a bond or other security). The Parties
      hereby agree that the Noncompete Period defined in this Agreement shall be
      extended on a day-for-day basis for each day during which the Executive is
      in
      violation of the Section 1.8, so that the Executive will be restricted from
      engaging in the activities prohibited in Section 1.8 for the full Noncompete
      Period. The Parties hereby acknowledge and agree that (a)
      performance of the services of the Executive hereunder may occur in
      jurisdictions other than the jurisdiction whose law the Parties have agreed
      shall govern the construction, validity and interpretation of this Agreement,
      (b)
      the law
      of California shall govern construction, validity and interpretation of this
      Agreement to the fullest extent possible, and (c) Section
      1.5,
      1.6,
      1.7
      and
1.8
      shall
      restrict the Executive only to the extent permitted by applicable law.


     

    1.10  Survival.
      Sections
      1.5,
      1.6,
      1.7
      or
1.8
      (and any
      defined terms related thereto) will survive and continue in full force in
      accordance with their terms notwithstanding any termination of the Employment
      Period.

     

    1.11  Relocation.
      Executive and the Company acknowledge (a) that Executive is required to change
      his place of residence from Wilmington, Delaware, to Anaheim, California and
      (b)
      that it is not in the Company’s best financial interests to relocate Executive
      at this time. Until such time as the parties mutually agree to relocate
      Executive, Executive shall divide his time between the Company’s headquarters
      and his home office in Wilmington, Delaware, subject to the requirements of
      business related travel. The Company shall pay reasonable temporary dwelling
      costs, as the parties may agree, near the Company’s headquarters and
      transportation expenses for Executive while he is working at the Company’s
      headquarters. At such time as Executive relocates, the Company shall pay all
      the
      costs and expenses of Executive connected with such relocation, including
      reasonable moving and travel expenses and reasonable temporary dwelling costs
      (for a period not to exceed 60 days) and costs associated with purchasing and
      selling a permanent place of residence, all such expenses not to exceed
      $10,000.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.12  Legal
      Fees.
      The
      Company shall either reimburse Executive for or directly pay Executive’s legal
      fees in connection with the negotiation of this Agreement, up to a maximum
      of
      $1,000. 

     

    


    ARTICLE
      II

    DEFINED
      TERMS

     

    2.1  Definitions.
      For
      purposes of this Agreement, the following terms will have the following
      meanings:

     

    “Affiliates”means
      a
      person that directly controls, or is controlled by, or is under common control
      with or by the Company or any of its Subsidiaries.

     

    "Business"
      means
      the business of providing any products or services for wireless broadband
      connectivity for small and medium sized businesses (400 employees or less)
      in
      the United States.

     

    "Cause"
      means
      (a) theft, misappropriation
      or embezzlement of the Company’s or any Subsidiary’s assets or business
      opportunities, (b) the
      commission of a felony or other crime involving moral turpitude or the
      commission of any other act or omission involving dishonesty or fraud with
      respect to the Company or any of its Subsidiaries or any of their customers
      or
      suppliers, (c) repeated reporting to work under the influence of alcohol or
      illegal drugs, the repeated use of illegal drugs (whether or not at the
      workplace) or other repeated conduct causing the Company or any of its
      Subsidiaries substantial public disgrace, substantial disrepute or material
      economic harm after 30 days’ written notice thereof to the Executive and
      opportunity to meet with and discuss the grounds for termination with the Board
      and any persons named in the notice, (d) substantial and repeated failure to
      perform duties as reasonably directed by the Board which is not cured to their
      reasonable satisfaction within 30 days after written notice thereof to the
      Executive and opportunity to meet with and discuss the grounds for termination
      with the Board and any persons named in the notice, (e) knowingly aiding or
      abetting a competitor, supplier or customer of the Company or any of its
      Subsidiaries to the material disadvantage or material detriment of the Company
      and its Subsidiaries, (f) gross negligence, willful misconduct or material
      breach of fiduciary duty with respect to the Company or any of its Subsidiaries,
      or (g) any material breach of this Agreement which is not cured to the Board’s
      reasonable satisfaction within 30 days after written notice thereof to the
      Executive during which time Executive shall be given the opportunity to meet
      with and discuss the grounds for termination with the Board and any persons
      named in the notice.

     

    “Change
      of Control”means
      the
      occurrence, without the Executive’s written consent of one or more of the
      following events: (i) sale of greater than 50% of the Company’s assets, (ii)
      merger or reorganization with another entity wherein the Company will not be
      the
      surviving or controlling entity; (iii) issuance or aggregation of voting common
      shares of the Company in an amount equal to or greater than 50 % of the issued
      and outstanding voting common shares of the Company as of the date of this
      Agreement in an outside individual or entity, or (iv) change in the majority
      of
      the existing members of the Board of Directors as of the date of this Agreement.
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Disability"
      means
      the reasonable, good faith determination by an independent physician selected
      in
      good faith by the Board and the Executive that, due to a mental or physical
      impairment or disability, the Executive has been incapable or unable, even
      with
      reasonable accommodations, to fully perform the material duties performed by
      the
      Executive for the Company or its Subsidiaries immediately prior to such
      disability for a period of at least ninety (90) consecutive days.

     

    "Good
      Reason"
      means
      the occurrence, without the Executive’s written consent, of one or more of the
      following events: (i) the Company reduces the amount of the Base Salary, (ii)
      the Company adversely changes the Executive’s titles or reduces his
      responsibilities inconsistent with the positions he holds, (iii) except as
      set
      forth herein, relocation of the Company’s principal place of business out side
      of Southern California, (iv) the requirement that Executive spend at least
      two
      (2) weeks per month for at least three (3) consecutive months at a location
      more
      than two (2) hours flight time from the Company’s principal place of business,
      (v) a change of control of the Company as herein defined or (vi) any material
      breach of this Agreement which is not cured to the Executive’s reasonable
      satisfaction within 30 days after written notice thereof to the Board;
provided
      that no
      such event shall constitute Good Reason hereunder unless (a) the Executive
      shall
      have given written notice to the Company of the Executive’s intent to resign for
      Good Reason within 30 days after the occurrence of any such event or occurrence
      and (b) such event or occurrence shall not have been resolved to the Executive’s
      reasonable satisfaction within 30 days of the Company’s receipt of such
      notice.

     

    "Noncompete
      Period"
      means
      the Executive’s Employment Period and one (1) year from the termination of the
      Executive’s employment from the Company for any reason.

     

    "Nonsolicitation
      Period"
      means
      the Executive’s Employment Period and one (1) year from the termination of the
      Executive’s employment from the Company for any reason.

     

    "Person"
      means an
      individual, a partnership, a corporation, a limited liability company, an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization, or the United States of America any other nation, any state or
      other political subdivision thereof, or any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of
      government.

     

    "Severance
      Period"
      means,
      in the event that the Executive’s employment with the Company is terminated by
      the Company without Cause or by the Executive with Good Reason, the period
      of
      time starting on the Termination Date and ending twelve (12) months from such
      date.

     

    "Subsidiary"
      means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association or business entity of which (a) if a corporation,
      a
      majority of the total voting power of shares of stock entitled (without regard
      to the occurrence of any contingency) to vote in the election of directors,
      managers or trustees thereof is at the time owned or controlled, directly or
      indirectly, by that Person or one or more of the other Subsidiaries of that
      Person or a combination thereof, or (b) if a limited liability company,
      partnership, association or other business entity (other than a corporation),
      a
      majority of partnership or other similar ownership interest thereof is at the
      time owned or controlled, directly or indirectly, by any Person or one or more
      Subsidiaries of that Person or a combination thereof. For purposes hereof,
      a
      Person or Persons shall be deemed to have a majority ownership interest in
      a
      limited liability company, partnership, association or other business entity
      (other than a corporation) if such Person or Persons shall be allocated a
      majority of limited liability company, partnership, association or other
      business entity gains or losses or shall be or control any managing director
      or
      general partner of such limited liability company, partnership, association
      or
      other business entity. For purposes hereof, references to a "Subsidiary" of
      any
      Person shall be given effect only at such times that such Person has one or
      more
      Subsidiaries.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Termination
      Date"
      means
      the date of the Executive’s termination of employment with the
      Company.

     

    2.2  Other
      Definitional Provisions.

     

    (a)  For
      purposes of this Agreement, employment by the Company means employment by the
      Company or any of its Subsidiaries.

     

    (b)  Section
      references contained in this Agreement are references to sections in this
      Agreement, unless otherwise specified. Each defined term used in this Agreement
      has a comparable meaning when used in its plural or singular form. Each
      gender-specific term used in this Agreement has a comparable meaning whether
      used in a masculine, feminine or gender-neutral form.

     

    (c)  Whenever
      the term "including" (whether or not that term is followed by the phrase "but
      not limited to" or "without limitation" or words of similar effect) is used
      in
      this Agreement in connection with a listing of items within a particular
      classification, that listing will be interpreted to be illustrative only and
      will not be interpreted as a limitation on, or an exclusive listing of, the
      items within that classification.

     

    ARTICLE
      III

    MISCELLANEOUS
      TERMS

     

    3.1  Dispute
      Resolution.

     

    (a)  Except
      with respect to disputes and claims under Sections
      1.4, 1.5, 1.6
      and
1.8
      hereof
      (which the parties hereto may pursue in any Court of competent jurisdiction
      and
      which may be pursued in any Court of competent jurisdiction as specified below),
      each party hereto agrees that any dispute relating to or arising out of the
      provisions of this Agreement shall be decided by arbitration in the state of
      California in accordance with the Expedited Arbitration Rules of the American
      Arbitration Association then obtaining, unless the Parties mutually agree
      otherwise in a writing signed by both Parties. The undertaking to arbitrate
      shall be specifically enforceable. The decision rendered by the arbitrator
      will
      be final and judgment may be entered upon it in accordance with appropriate
      law
      in any court having jurisdiction thereof. Each Party shall pay its own costs
      and
      expenses for any such arbitration proceeding and shall share equally the costs
      for the arbitration proceeding itself such as the arbitrator’s fee and
      conference room rental fees.

     

    3.2  Notices.
      Any
      notice provided
      for in
      this Agreement must be in writing and must be either personally delivered,
      mailed by first class mail (postage prepaid and return receipt requested) or
      sent by reputable overnight courier service (charges prepaid) to the recipient
      at the address below indicated:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    To
      the
      Company or the Board:

    


    NextPhase
      Wireless, Inc.

    300
      S.
      Harbor Blvd., Suite 500

    Anaheim,
      California 92805

    Telephone:
      (714) 765-0010

    Facsimile:
      (714) 765-0015

    Attention:
      Board of Directors

    


    With
      a
      copy (which will not constitute notice to 

    the
      Company or the Board) to:

    


    Paul
      G.
      Goss, P.C.

    1775
      Sherman Street, Suite 2550

    Denver,
      Colorado 80203-4322

    Telephone:
      (720) 981-2954

    Facsimile:
      (720) 981-2955

    Attention:
      Paul G. Goss

    


    To
      the
      Executive:

    


    Robert
      Ford

    


    With
      a
      copy to:

    


    Bryan
      E.
      Keenan, Esquire

    Gordon,
      Fournaris & Mammarella, P.A.

    1925
      Lovering Avenue

    Wilmington,
      DE 19806

    Telephone:
      (302) 652-2900

    Facsimile:
      (302) 652-1142

    
 

    or
      such
      other address or to the attention of such other person as the recipient party
      will have specified by prior written notice to the sending party. Any notice
      under this Agreement will be deemed to have been given when so delivered or
      sent
      or, if mailed, five days after deposit in the U.S. mail.

     

    3.3  Severability.
      Whenever possible, each provision of this Agreement will be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability will not affect any other provision or any other
      jurisdiction, but this Agreement will be reformed, construed and enforced in
      such jurisdiction as if such invalid, illegal or unenforceable provision had
      never been contained herein.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.4  Complete
      Agreement.
      This
      Agreement embodies the complete agreement and understanding among the Parties
      with regard to the subject matter hereof and supersede and preempt any prior
      understandings, agreements or representations by or among the Parties, written
      or oral, which may have related to the subject matter hereof in any way.
      Notwithstanding the above, this Agreement shall not supercede any agreements,
      including any noncompete agreements, entered into by former owners of the
      Company with respect to the acquisition of the Company.

     

    3.5  Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which is deemed
      to
      be an original and all of which taken together constitute one and the same
      agreement.

     

    3.6  Successors
      and Assigns.
      This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      the Company, the Executive, and their respective heirs, successors and assigns;
      provided,
      however, neither Party may assign its respective rights or delegate its
      obligations hereunder without the prior written consent of the other Party.
      Notwithstanding the foregoing, the Company may assign the Agreement to any
      entity acquiring all or substantially all of the assets or the business of
      the
      Company.

     

    3.7  Choice
      of Law.
      All
      questions concerning the construction, validity and interpretation of this
      Agreement will be governed by and construed in accordance with the domestic
      laws
      of California without giving effect to any choice of law or conflict of law
      provision or rule (whether of California or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than
      California.

     

    3.8  Remedies.
      Subject
      to the provisions of Section
      3.1
      each
      Party will be entitled to enforce its rights under this Agreement specifically,
      to recover damages and costs caused by any breach of any provision of this
      Agreement and to exercise all other rights existing in its favor. Nothing herein
      shall prohibit any arbitrator or judicial authority from awarding attorney’s
      fees or costs to a prevailing party in any arbitration or other proceeding
      to
      the extent that such arbitrator or authority may lawfully do so. The Parties
      agree and acknowledge that money damages may not be an adequate remedy for
      any
      breach of the provisions of this Agreement and that, notwithstanding the
      provisions of Section
      3.1,
      any
      party may in its sole discretion apply to any court of law or equity of
      competent jurisdiction (without posting any bond or deposit) for specific
      performance and/or other injunctive relief in order to enforce or prevent any
      violations of the provisions of this Agreement.

     

    3.9  Amendment
      and Waiver.
      The
      provisions of this Agreement may be amended or waived only with the prior
      written consent of the Company and the Executive, and no course of conduct
      or
      failure or delay in enforcing the provisions of this Agreement will affect
      the
      validity, binding effect or enforceability of this Agreement. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.10  Third
      Party Beneficiaries.
      This
      Agreement will not confer any rights or remedies upon any Person other than
      the
      parties hereto and their respective successors and permitted assigns.


     

    3.11  Executive’s
      Representations.
      The
      Executive hereby represents and warrants to the Company that (a) the execution,
      delivery and performance of this Agreement by the Executive do not and shall
      not
      conflict with, breach, violate or cause a default under any contract, agreement,
      instrument, order, judgment or decree to which the Executive is a party or
      by
      which he is bound, (b) the Executive is not a party to or bound by any
      employment agreement, noncompete agreement or confidentiality agreement with
      any
      other Person and (c) upon the execution and delivery of this Agreement by the
      Company, this Agreement shall be the valid and binding obligation of the
      Executive, enforceable in accordance with its terms.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      as
      of the date first written above.

     

     

    


    NEXTPHASE
      WIRELESS, INC.

    


    By:
      /s/
      Stephen
      Young

    Name:

    Title:

    


    /s/
      Robert M. Ford

    EEXECUTIVE