EX-10.17











	





EXHIBIT 10.17



EMPLOYMENT
CONTRACT



This Agreement made and entered into
this 1st day of October, 2001 by and between Bud Curley (hereinafter referred to as
“Employee”) and Telesource Intl. Inc., an Illinois corporation (hereinafter referred to
as “Employer” or “Telesource”). 



WITNESSETH



WHEREAS, the Employer is engaged in
the business of construction and power production in the United States and
Internationally; and 



WHEREAS, Employee believes
that he is qualified to serve as Chief Financial Officer and Senior Vice
President for the Employer; and 



WHEREAS, both
parties hereto desire to enter into an employment relationship under the terms
and conditions set forth hereunder. 



NOW, THEREFORE, in
consideration of the foregoing mutual promises and covenants, it is agreed to
between the parties as follows: 



ARTICLE
I
EMPLOYMENT
RELATIONSHIP









	1.1 		EMPLOYMENT.
The Employer hereby employs the Employee under the terms of this Agreement. Subject to
any right of termination hereunder, this Agreement and said employment shall become
effective on April 1, 2001, and shall continue in full force and effect until October 1,
2003 and will automatically renew for an additional twelve months on the anniversary date
of this agreement of each year unless a notice of non-renewal is given in writing six
months prior to a renewal of this agreement. 







	1.2 		EMPLOYEE
RESPONSIBILITIES. During his employment hereunder, Employee shall have the title and
responsibilities of Chief Financial Officer and Vice President, reporting to the Board of
Directors. Said responsibilities include the day-to-day direction of the organization and
the formulation of plans and policies to achieve overall corporate objectives. 







	1.3 		EXCLUSIVE
EMPLOYMENT. During the continuation of his employment by the Employer hereunder, the
Employee will devote his entire business time, energy, attention and skill to the
services of the Employer and to the promotion of its interests and covenants.  







	 	
Similarly,
Employee shall not engage in owning, operation or management of any business or activity
competing with the business of the Employer nor shall Employee take part in any activity
or activities detrimental to the best interest of the Employer. 






	


ARTICLE
II
BASE
COMPENSATION, BENEFITS









	2.1 		SALARY.
Beginning November 1, 2001, Employee shall receive a base salary under this Agreement in
the amount of ONE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($175,000.00) per annum. 







	2.2 		401K
PLAN Eligible to participate after 90 days service. 








	2.3 		BENEFITS.
Employer agrees to provide Employee and his immediate family major medical insurance. In
addition, the Employer will provide at no charge to the Employee, Short and Long Term
Disability coverage. Vacation of 20 days per year earned on a pro rata basis. Ten sick
days earned pro rata per year. Standard company holidays. Note, benefits are subject to
current company policies. 







	2.4 		CAR
ALLOWNCE. Employer shall provide employee a car allowance of TEN THOUSAND DOLLARS
($10,000) per annum. 







	2.5 		REIMBURSEMENT
OF EXPENSES. Employer shall reimburse Employee for reasonable out of pocket expenses
expended by Employee in furtherance of his duties. Employee will submit to Employer, on a
monthly basis, a detailed expense report showing amount of expense and reason for said
expense. All extraordinary expenses shall be first approved by Employer prior to
expenditure. 













	





ARTICLE
III
STOCK
OPTIONS & BONUSES









	3.1 		STOCK
OPTIONS. Should Telesource become publicly traded during the term of this agreement, the
Board of Directors may provide stock option(s) to employee as it sees fit in its sole
discretion. 







	3.2 		BONUSES.
The Board of Directors may provide bonuses to Employee as it sees fit in its sole
discretion. 






	


ARTICLE
IV
TERMINATION/REVIEW









	4.1 		TERMINATION:
Either party may immediately terminate this Agreement only for cause. At any time, the
parties may mutually agree to terminate this Agreement. 







	4.2 		EFFECT:
Immediately upon the expiration or valid termination of this Agreement, Employee shall: 







			i. 		Cease
all services for Employer, and shall cease all relations with Employer and with all
Employer employees, agents, contractors, representatives, Clients, Accounts, customers
and others related to the business or matters of Employer, and shall cease making any
representations about or on behalf of Employer;






			ii. 		Promptly
deliver to Employer any and all originals and copies (either prepared by Employer or
Employee) of all Confidential Information which has been supplied to Employee under this
Agreement or which has been developed or created pursuant to this Agreement;






			iii. 		Promptly
deliver to Employer any and all property and equipment of Employer in Employee’s
possession including, but not limited to, credit cards, financial instruments/advances,
computers, hardware, software, phones, books, records, etc.; and






			iv. 		Immediately
therewith resign from all offices and employment that he may have with Employer.






	4.3 		REVIEW:
On or around each anniversary of this agreement, Employer shall review the services of
Employee. 






	


ARTICLE V
PROPRIETARY
RIGHTS









	5.1 		COVENANT
NOT TO USE OR DISCLOSE TRADE SECRETS.  






	


It is understood between
the parties that during the term of his employment, Employee will be dealing
with confidential information and processes which are Employer’s property,
used in the course of its business. Employee agrees that he/she will not
disclose to anyone, directly or indirectly, any of such confidential matters, or
use them other than in the course of his employment. All documents that Employee
prepares, or confidential information that might be given to his in the course
of his employment, are the exclusive property of the Employer and shall remain
in Employer’s possession on its premises. Under no circumstances shall any
such information or documents be removed without Employer’s written consent
to such removal first being obtained. For purposes of this Agreement, persons
properly entitled to such information shall be only employees and agents of
Employer, attorneys and accountants employed by Employer, and such other persons
as are legally entitled to such information. 



Employee further agrees
that upon termination of this Agreement, Employee will not take with him or
retain, without written authorization from Employer, any papers, lists, books,
files or other documents or copies of such items or other information of any
kind belonging to Employer and that Employer has designated as pertaining to the
business or financial condition of Employer. 



ARTICLE VI
NON-COMPETITION



6.1       In addition to, and not
by way of limitation of Telesource’s common-law rights, including those
related to Employee’s duties of care, obedience and loyalty, during the
term of this Agreement and for a period of 360 days thereafter, whether or not
termination is involuntary and without cause, Employee shall not directly or
indirectly, on his own behalf or on behalf of another person or entity, engage
in an activity competitive with Telesource’s product(s) or services(s)
available for sale at the time of contract termination, or further such
competitive activity by a third party, to the fullest extent and as permitted by
law. Employee represents and agrees that Employee is qualified for and can
obtain employment upon terms which will not result in a breach of this covenant,
and that enforcement of this covenant will not, in any way, impose an undue
hardship on Employee. 




















	





ARTICLE
VII
NON-SOLICITATION 



7.1         For a period of three
(3) years after expiration or earlier termination of this Agreement, Employee
will not directly or indirectly, either as an individual, proprietor,
stockholder, partner, officer, director, employee or otherwise, solicit any
employee, officer, director or other individual a) to leave his or his
employment with Telesource b) to compete with the business of Telesource and/or
c) to violate the terms of any employment, non-competition or similar agreement
with Telesource 



ARTICLE VIII
INTELLECTUAL
PROPERTY









	8.1 		RIGHTS IN AND TO INTELLECTUAL PROPERTY: Employee
shall not acquire any rights, title or interest in, to or deriving from any Employer
“Intellectual Property”and all rights, title and interest shall be and become
Employer’s including those in, to and deriving from:  








			i. 		information:
including, but not limited to, developments, plans, lists, research, work-in-progress,
data, information, designs, documents, records and other materials and information
connected therewith or related thereto;






			ii. 		improvements:
including, but not limited to, derivations, adaptations, variations, versions and/or
modifications of any information;






			iii. 		intellectual
property: including, but not limited to, all trademarks, service marks, copyrights,
patents, certificates, applications thereto and all other intellectual property;






			iv. 		inventions;
and






			v. 		items
i. through iv. collectively referred to in this Agreement as Employer “Intellectual
Property.”






	 	
During
the term of this Agreement and for a period of twelve (12) months thereafter, if Employee
directly or indirectly creates, authors, develops, receives, makes and/or discovers any
information, improvements, intellectual property, and/or inventions arising from and/or
connected with any “Confidential Information” (as hereinafter defined) pursuant to this
Agreement, and/or acquires any rights related to Employer Intellectual Property, Employee
shall promptly inform Employer in writing of such information, improvements, intellectual
property, inventions, and/or rights and shall assign to Employer, without cost or royalty
to Employer, all rights to own, use disclose and commercialize such anywhere in the world.






	 	
This
provision does not apply to an invention of the Employee for which no equipment,
supplies, facility, or trade secret information of Employer was used and which was
developed entirely on the Employee’s own time, unless i) the invention relates (1) to the
business of Employer or (2) to Employer’s actual or demonstrably anticipated research or
development, or ii) the invention results from any work performed by the Employee for
Employer.






	8.2 		WORK
MADE FOR HIRE: Should any work performed pursuant to this Agreement fall within the
definition of a “work for hire” as may be set forth in Public Law, 94-553, the Copyright
Revision Act of 1976, as amended, the Employee hereby transfers and assigns to Employer
full ownership of the copyright(s) to the work and all rights comprised therein. The
Employee will assign all applications for registration of such copyright and will sign
all other writings and perform all other actions necessary or convenient to carry out the
term of this Agreement. 







	8.3 		REGISTRATION/ENFORCEMENT:
Employee shall further cooperate with Employer in obtaining any and all patents,
certificates, trademarks, service marks, copyrights or other protection in any such
information, improvements, intellectual property, Intellectual Property and/or rights.
Nothing contained in this Agreement shall affect the right of Employer to seek or to
refrain from seeking any such protection in any jurisdiction on any such information,
improvements, intellectual property, Intellectual Property and/or rights. Employer shall,
if it deems necessary, at its own cost and expense, prosecute and/or otherwise apply for
registration of Employer Intellectual Property within or without the United States. 











	









	8.4 		NO
SUBLICENSES: Employee does not have the right to, and shall not, grant any licenses or
sublicenses in Employer Intellectual Property in any case whatsoever except as
specifically authorized in advance in writing by the Director(s) of Employer. 







	8.5 		PROTECTION
AND CLAIMS: Employee shall cooperate with Employer in the protection of the Employer
Intellectual Property, and upon the request of Employer, shall sign all documents
required for the effective protection, registration, patenting and/or other application
of the same and for the filing of suits for infringement or misappropriation thereof by
others. Employee shall without delay inform Employer of any known infringement or
suspected infringement of Employer’s present or future copyrights or trademarks or other
Employer Intellectual Property rights. 







	


ARTICLE
IX
WAIVER



9.1        WAIVER. The failure by
Employer to insist upon strict adherence to any provision of this Agreement on
any occasion shall not be considered a waiver of any right hereunder nor shall
it deprive Employer of the right thereafter to insist upon strict adherence to
that provision or any other provision of this Agreement. 



ARTICLE
X
CONTRACTUAL
AUTHORITY



10.1        AUTHORITY TO BIND. Employee
shall not have the right to make any extraordinary contracts or commitments for or on
behalf of Employer without first obtaining the express written consent of Employer. 



ARTICLE
XI
ASSIGNMENT



11.1        ASSIGNMENT. This Agreement is
personal to the parties and may not be assigned by Employee, in \whole or in part,
without the prior written consent of the company. 



11.2        AGREEMENT APPLICABLE
TO SUCCESSORS OR ASSIGNS OF EMPLOYER. This Agreement shall inure to the benefit
of, and be binding upon, any successor or assign of Employer having
substantially the same ownership as Employer, and shall be assignable and
transferable by the Employer, and shall inure to the benefit of and be binding
upon the Employee. 



ARTICLE
XI
CHOICE OF LAW



12.1        CHOICE OF LAW. This Agreement
shall be governed by and construed in accordance with the laws of the State of Illinois,
and the parties agree to submit to jurisdiction and service in/for the courts of DuPage
County, Illinois. 



ARTICLE XIII
MISCELLANEOUS



13.1        ENTIRE AGREEMENT. This
writing contains the entire agreement between Employer and Employee and shall
not be changed, supplemented, or amended in any manner except by an instrument
in writing properly executed by the parties to this agreement. Employer and
Employee agree that all prior agreements, whether written or oral, relating to
Employee’s employment by Employer are fully abrogated and of no further
force or effect from and after the date of this Agreement. 



13.2        SEVERABILITY OF
PROVISIONS. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law.
However, if any provision of this Agreement or the application of any provision
to any party or circumstance shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition of
invalidity without invalidating the remainder of the provisions of this
Agreement or the application of the provision to other parties or other
circumstances. 



13.3         INJURY CAUSING
IRREPARABLE HARM: Employee agrees that any breach of this Agreement or of
Employee’s fiduciary duties shall result in irreparable harm and injury to
Employer and its interests. The remedy at law for any breach of the
aforementioned duties and provisions may be inadequate and Employer shall be
entitled to such equitable relief as may be necessary to protect it against any
such breach. Such equitable relief shall not be exclusive, but shall be in
addition to any other rights or remedies, including damages, costs, and
attorneys’ fees, which Employer may have for any such breach. 




















	





ARTICLE
XIV
CAPACITY



14.1      CAPACITY OF EMPLOYEE
TO ENTER INTO AGREEMENT. Employee represents and warrants that Employee has the
full power and capacity to enter into this Agreement. Employee also represents
and warrants that in entering into this Agreement Employee is not in violation
of any contract or agreement, whether written or oral, with any other person to
which Employee is a party or by which Employee is bound and that entering into
this Agreement will not violate or interfere with the rights of any other
person, firm, or corporation. In the event that such a violation or interference
does occur, or is alleged to occur, Employee shall indemnify Employer from and
against any and all manner of expenses and liabilities incurred by Employer or
any affiliated company in connection with such violation or interference or
alleged violation or interference. 






IN WITNESS WHEREOF;
and in recognition of mutual consideration the parties hereto execute this
Agreement which is effective on the date first mentioned above. 









	EMPLOYER
TELESOURCE INTL., INC.

By: _____________________
Its: Nidal Z. Zayed
Date: April 1, 2001	EMPLOYEE
Bud Curley

By: ____________________
Its: Bud Curley
Date: April 1, 2001