EXHIBIT 4.2

Mr. Jim Duncan 								February 8, 2000
8361 Ladner Road
Vernon, BC V1B 3M8

Dear Jim:

Position Offered
----------------

I am very pleased to offer you the position of Director of Sales and Marketing
for Optica Communications Inc.  You will become a member of the Executive
Committee on your start date and you will report directly to the Chief
Operations Officer.  From now until your start date you will provide consulting
and advisory services to Optica and our parent, InvestAmerica, Inc. ("INVT"),
including advice on structuring our business operations and developing our
business plan, market research and sales strategies.

Base Salary
-----------

Your base salary will be Cdn $120,000 per year paid in increments of $5,000
semi-monthly.

Options
-------

You will be awarded 1,000,000 options ("Options") in INVT upon your start
date.  The Option price will be set by the Board of INVT in consultation with
the Executive Committee, but in no event shall the price be higher than as of
the close of the market on today's date.  The Options will vest in the amount
of 40,000 Options per month over a total of 25 months.  These Options will be
subject to the provisions of INVT's Stock Option Plan.

Signing Bonus
-------------

You will also be entitled to receive a signing bonus of 100,000 shares ("Bonus
Shares") which will be available on the earlier of your start date or March 15,
2000.  These Bonus Shares will vest over 10 weeks in the amount of 10,000 per
week commencing on the aforesaid date.  If you decide not to commence
employment by the start date all Bonus Shares shall be returned to INVT
forthwith.

Termination
-----------

Optica agrees to pay you a separation allowance of one year's base salary if
you are terminated by Optica for any reason, other than for just cause.  Any
vested options shall be exercisable for 90 days following the date of
termination.  Any un-vested options will continue to vest for the 90 day
period following termination.  Immediately after the 90 day period, all vested
and un-vested options will be canceled.

If you are terminated by Optica for just cause (which shall include
unsatisfactory performance as may be reasonably determined by the Board of
Directors) you will not be entitled to a separation allowance.  Any vested
options shall be exercisable for 90 days following the date of termination.
Any un-vested options will continue to vest for the 90 day period following
termination.  Immediately after the 90 day period, all vested and un-vested
options will be canceled.

If you terminate your employment for any reason you will not be entitled to a
separation allowance and all un-vested options shall be canceled immediately.
Any vested options shall be exercisable for 90 days following the date of
termination.

Benefits
--------

You will also receive company benefits appropriate to your level in Optica.
Some of these benefits programs are still to be established but will include at
a minimum: medical and dental coverage, group life and disability insurance,
automobile allowance of $1000 per month and 4 weeks paid vacation per year.

Non-Disclosure
--------------

You will be required to sign a non-disclosure agreement.

Full-Time Position
------------------

You will be required to devote your services full-time to Optica and agree to
limit outside business activities to non-active, passive investments.  Examples
of these activities include management of employee's personal financial assets
such as financial instruments or real estate, either directly or through
closely held business entities.  Direct roles in outside businesses must be
pre-approved by the board on an individual basis.

Start Date
----------

Your proposed start date with Optica is April 10, 2000 or earlier, and all
documentation and financial transactions are to be completed by then.

Entire Agreement
----------------

This document fully includes or describes all principal terms and conditions of
your employment and there are no other representations either verbal or
otherwise.

I look forward to your acceptance of this offer, and welcome you as a key
member of the operational team at Optica.

Yours truly,

OPTICA COMMUNICATIONS INC.

/s/ Doug Smith
------------------
DOUG SMITH
President and CEO

Please indicate your acceptance of this offer by signing below.

/s/ Jim Duncan
--------------
JIM DUNCAN

Date: February 8, 2000