cpix8k101804ex102




 Exhibit 10.2 


  EMPLOYMENT AGREEMENT

         Y-Tel International, LLC,
    a Florida limited liability company, located at 806 O'Neal Lane, Baton Rouge
    LA 70816, hereinafter referred to as "Employer," and John Conroy, of Sherman
    Oaks California, hereinafter referred to as "Employee," in consideration of
    the mutual promises made herein, agree as follows:

  ARTICLE 1.  TERM OF EMPLOYMENT

  Specific Period

          Section 1.01. 
    Employer hereby employs Employee and Employee hereby accepts employment with
    Employer for a period of two (2) years, beginning on September 27, 2004.

  Automatic Renewal

          Section 1.02. 
    This agreement shall be renewed automatically for succeeding terms for one
    (1) year each unless either party gives written notice to the other of at
    least ninety (90) days prior to the expiration of any term of his/its intention
    not to renew.

  "Employment Term" Defined

          Section 1.03. 
    As used herein, the phrase "employment term" refers to the entire period of
    employment of Employee by Employer hereunder, whether for the periods provided
    above, or whether terminated earlier as hereinafter or extended by mutual
    agreement between Employer and Employee.

  ARTICLE 2.  DUTIES AND OBLIGATIONS OF EMPLOYEE

  General Duties

          Section 2.01. 
    Employee shall serve as the CFO of Y-Tel, Employee shall do and perform all
    services, acts, or things necessary or advisable to manage and conduct the
    business of Employer.

  Devotion to Employer's Business

          Section 2.02. 
    Employee shall devote his productive time, ability and attention to the business
    of Employer during the term of this agreement.

  Non-Competition Obligation

          Section 2.03. 
    (a) Employee acknowledges and agrees that he serves in a special capacity
    for Employer pursuant to which he will acquire unique knowledge of the operations
    and business of Employer and, as such, will not be engaged in a common calling. 
    During the existence of Employee's employment by Employer hereunder and, if
    the employment of Employee is terminated by Employer for any reason pursuant
    to Section 8.01 or Employee voluntarily terminates his employment pursuant
    to Section 8.05 for a period of two (2) years from the date on which he shall
    cease to be employed by Employer, Employee shall not, acting alone or in conjunction
    with others, directly or indirectly, and whether as principal, agent, officer,
    director, partner, employee, consultant, broker, dealer, or otherwise, in
    any of the Business Territories (as defined below), engage in any business
    in competition with the business conducted by Employer, or any subsidiary
    of Employer or otherwise, or solicit, canvas or accept any business or transaction
    for or from any other company or business in competition with such business
    of Employer in any of the Business Territories.  For purposes hereof,
    the term "Business Territories" means the geographical regions within the
    geographic borders of each State or Country in which Employer is doing business
    during the term of this Agreement and (in the case of post-employment non-competition
    obligations) at the date of the termination of Employee's employment with
    Employer and any State or Country in which Employer had reasonable prospects
    of engaging in business during the two-year non-competition period following
    termination of employment.

                                       
    (b) In addition to the other obligations agreed to by Employee in this Agreement,
    Employee agrees that during his employment with Employer and following the
    termination of his employment by Employer he shall not at any time, directly
    or indirectly, (i) induce, entice, or solicit any employee of Employer to
    leave his employment, or (ii) contact, communicate or solicit any customer
    of Employer derived from any customer list, customer lead, mail, printed matter
    or other information secured from Employer or its present or past employees,
    or (iii) in any other manner use any customer lists or customer leads, mail,
    telephone numbers, printed material or material of Employer relating thereto.

                                       
    (c) It is the desire and intent of the parties that the provisions of Section
    2.03 shall be enforced to the fullest extent permissible under the laws and
    public policies of the State of California.  Accordingly, if any particular
    portion of Section 2.03 shall be adjudicated to be invalid or unenforceable,
    Section 2.03 shall be deemed amended to (i) reform the particular portion
    to provide for such maximum restrictions as will be valid and enforceable
    or if that is not possible, then (ii) delete there from the portion thus adjudicated
    to be invalid or unenforceable.

  Trade Secrets

          Section 2.04. 
    (a) The parties acknowledge and agree that during the term of this agreement
    and in the course of the discharge of his duties hereunder, Employee shall
    have access to and become acquainted with information concerning the operations
    and processes of Employer, including without limitations, financial, personnel,
    sales, scientific and other information that is owned by Employer and regularly
    used in the operation of Employer's business and that such information constitutes
    Employer's trade secrets.

                               
    (b) Employee specifically agrees that he shall not misuse, misappropriate,
    or disclose any such trade secrets, directly or indirectly, to any other person
    or use them in any way during the term of this agreement.

  ARTICLE 3.  OBLIGATIONS OF EMPLOYER

  General Description

          Section 3.01. 
    Employer shall provide Employee with the compensation, incentives, benefits
    and business expense reimbursement specified elsewhere in this agreement.

  Indemnification of Losses of Employee

          Section 3.02. 
    Employer shall indemnify Employee for all losses sustained by Employee in
    direct consequence of the discharge of his duties on Employer's behalf.

  ARTICLE 4.  COMPENSATION OF EMPLOYEE

  Annual Salary

          Section 4.01. 
    (a) As compensation for the services to be performed hereunder, Employee shall
    receive from Employer an annual salary of One Hundred Forty Four Thousand
    Dollars ($144,000.00) per annum.

                                     
    (b) The salary shall be payable in equal bi-weekly installments, subject only
    to such payroll and withholding deductions as may be required by law and other
    deductions applied generally to employees of Employer for insurance and other
    employee benefits.

                                     
    (c) Employee shall receive such annual increases in salary as may be determined
    by Employer's Board of Directors, pursuant to performance based

  incentives as provided herein below. Employee shall receive
    an automatic salary increase to a minimum of $180,000 annually and a maximum
    of $ 240,000 ($15,000 to $ 20,000 per month) once the company realizes a gross
    profit of $100,000 per month.

  Consulting Compensation

          Section 4.02. 
    If the Employee has entered into a consulting agreement with employer, regarding
    commissions for raising money before employment agreement has been signed,
    all commissions will be paid to Employee immediately, upon receipt of funds
    from investors by Employer. A failure by employer to pay said commissions
    immediately upon receipt of funds shall constitute a breach of the employment
    agreement as well as any prior agreements between the parties.

  ARTICLE 5.  EMPLOYMENT INCENTIVES

  Stock

          Section 5.01. 
    (a) Employer hereby grants Employee an option to purchase employer's common
    stock equal to 8% of the issued and outstanding employer's common stock at
    $.001 per share, for a period of one year after the employer's common stock
    becomes public, either through registration with the SEC or through a reverse
    merger.

          Section 5.02   
    (b) Upon approval of a stock option plan by Employer, Employee shall be granted
    500,000 stock options, exercisable at a price equal to half the fair market
    value of a share of common stock, at the time of grant.  The exercise
    term shall be three years.

  ARTICLE 6.  EMPLOYEE BENEFITS

  Annual Vacation

          Section 6.01. 
    Employee shall be entitled to four (4) weeks vacation time each year with
    full pay.  If Employee is unable for any reason to take the total amount
    of authorized vacation time during any year, he may accrue that time and add
    it to vacation time for any following year or at his option, may receive a
    cash payment in the amount equal to the amount of annual salary attributable
    to that period.

  Illness

          Section 6.02. 
    Employee shall be entitled to ten (10) days per year as sick leave with full
    pay.  Sick leave may be accumulated.

  Use of Automobile

          Section 6.03. 
    (a) Employer shall provide Employee with an automobile allowance payment of
    Nine Hundred Dollars ($900.00) per month for each month of the term and any
    renewals and/or extensions of this agreement.

  Medical Coverage

          Section 6.04. 
    Employer agrees to reimburse Employee for a medical coverage plan and dental
    expenses incurred by Employee, his spouse and those of his children.

  Key-Man Insurance

          Section 6.05. 
    Employer may, at its election and expense and for its benefit, insure itself
    against the loss of the Employee's services through death or disability.

  ARTICLE 7.  BUSINESS EXPENSES

  Reimbursement of Ordinary Business Expenses

          Section 7.01. 
    All business expenses reasonably incurred by Employee in promoting the business
    of Employer, including expenditures for entertainment, lodging and travel,
    are to be paid for, either by advance or reimbursement by Employer.

  Reimbursement of Other Business Expenses

          Section 7.02. 
    Employer shall promptly reimburse Employee for all other reasonable business
    expenses incurred by Employee in connection with the business of Employer.

  ARTICLE 8.  TERMINATION OF EMPLOYMENT

  Termination for Cause

          Section 8.01. 
    Employer reserves the right to terminate this agreement if Employee willfully
    breaches or habitually neglects the duties which he is required to perform
    under the terms of this agreement; or commits such acts of dishonesty, fraud,
    misrepresentation or other acts of moral turpitude as would prevent the effective
    performance of his duties. Employee must have a 10 day cure period to resolve
    any issues submitted in writing by the board of directors before any termination
    will take effect.

  Termination Without Cause

          Section 8.02. This
    agreement shall be terminated upon the death of Employee.

  Disability

          Section 8.03. If
    Employee is prevented from performing his duties because of illness or disability
    for a continuous period of 180 days, the Company may terminate this Agreement
    without further notice.  In such event, all of the Company obligations
    shall cease except that Employee shall receive, when the 180 day period expires,
    severance pay of $40,000.

  Payment on Termination

          Section 8.04. 
    Notwithstanding any provision of this agreement, if Employer terminates this
    agreement without cause, Employee shall be entitled to and Employer shall
    pay to Employee all salary compensation, Profit Sharing, Stock Options, Accrued
    Vacation time and Automobile Allowance, to which the Employee would otherwise
    have been entitled as though this Agreement had continued in full force and
    effect; however, provided that if Employee accepts other employment, Employee
    will then and there not be entitled to compensation under this agreement from
    the date the Employee agrees and accepts such other employment. Employee shall
    not be obligated to either seek or accept other employment as a condition
    precedent to receiving any compensation otherwise payable under this section.

  Termination by Employee

          Section 8.05. Employee
    may terminate his obligations under this agreement by giving Employer at least
    three (3) months written advance notice.

  ARTICLE 9.  GENERAL PROVISIONS

  Notices

          Section 9.01. 
    Any notices to be given hereunder by either party to the other shall be in
    writing and may be transmitted by personal delivery or by mail, registered
    or certified, postage pre-paid with return receipt requested.  Mailed
    notices shall be addressed to the parties at the addresses appearing at the
    introductory paragraph of this agreement.  Each party may change that
    address by written notice in accordance with this section. Notices delivered
    personally shall be deemed communicated as of the date of actual receipt;
    mailed notices shall be deemed communicated as of the date of mailing.

  Arbitration

          Section 9.02. 
    (a) Any claim or controversy arising between Employer and Employee involving
    the construction application or alleged breach of any of the terms, provisions,
    or conditions of this agreement shall upon the written request of either party
    served on the other be submitted to arbitration.  Arbitration shall be
    conducted in accordance with the employment rules of the judicial arbitration
    mediation service ("JAMS") and under the laws of the State of California.
    Any award issued there under shall be final and binding upon the parties and
    may be entered as a judgment in any court of competent jurisdiction.  

                                
    (b) Employee shall not be responsible for the payment of any cost exceeding
    that for which he would be responsible had he brought such claim in a court
    of competent jurisdiction.

                                
    (c) Employer shall be responsible for the payment of all arbitration fees
    and cost, which may be required.

                                
    (d) The arbitrator(s) hearing any arbitration hereunder may award Attorney
    fees and cost to the prevailing party.

                                
    (e) All discovery rights otherwise available under California law shall be
    available in any arbitration brought hereunder.

  Attorneys' Fees and Costs

          Section 9.03. 
    If any legal action is necessary to enforce or interpret the terms of this
    agreement, the prevailing party shall be entitled to reasonable attorneys'
    fees, costs and necessary disbursements in addition to any other relief to
    which that party may be entitled.  This provision shall be construed
    as applicable to the entire agreement.

  Entire Agreement

          Section 9.04. 
    This agreement supersedes any and all other agreements, either oral or in
    writing, between the parties hereto with respect to the employment of Employee
    by Employer and contains all of the covenants and agreements between the parties
    with respect to that employment in any manner whatsoever.  Each party
    to this agreement acknowledges, that no representation, inducements, promises,
    or agreements, orally or otherwise, have been made by any party, which are
    not embodied herein, and that no other agreement, statement, or promise not
    contained in this agreement shall be valid or binding on either party.

  Modifications

          Section 9.05. 
    Any modification of this agreement will be effective only if it is in writing
    and signed by the party to be charged.

  Effect of Waiver

          Section 9.06.  
    The failure of either party to insist on strict compliance with any of

  the terms, covenants, or conditions of this agreement by the
    other party shall not be deemed a waiver of that term, covenant, or condition,
    nor shall any waiver or relinquishment of any right or power at any one time
    or times be deemed a wavier or relinquishment of that right or power for all
    or any other times.   

  Partial Invalidity

           Section
    9.07.   If any provision of this agreement is held by a court of
    competent jurisdiction to be invalid, void or unenforceable, the remaining
    provisions shall nevertheless continue in full force without being impaired
    or invalidated in any way.

  Law Governing Agreement

            Section
    9.08.   This agreement shall be governed by and construed in accordance
    with the laws of the State of California. The parties to this agreement agree
    that proper venue shall for the purpose of enforcing any arbitration award
    issued hereunder, lie with the Superior Court of Los Angeles County.

  Sums Due Deceased Employee

            
    Section 9.09.   If Employee dies prior to the expiration of the
    term of his employment, any sums that may be due him from Employer under this
    agreement as of the date of death shall be paid to Employee's executors, administrator's,
    heirs, personal representatives, successors, and assigns.

  Executed on  September 27th 2004.

                         
    Employer                                                     
    Employee

             
    Y-Tel International, LLC

                A Florida
    limited liability company

             
    By:  _______________________            
    By: ________________________

                   
    Steve B. Lipman                        
           John Conroy

                Its: President