Exhibit 10.2


                              EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT  is made and  entered  into this 1st day of
December,  2001 (the  "Effective  Date"),  by and between  MALACOLOGY,  INC.,  a
corporation (the  "Employer"),  and VIVEK R. RAO,  residing at 2827 Fairway View
Drive, Valrico, Florida (the "Employee").


                              W I T N E S S E T H:


         1.  Employment.  The  Employer  hereby  employs the  Employee,  and the
Employee  hereby  accepts  such  employment,  upon the terms and  subject to the
conditions set forth in this Agreement.

         2. Term. The term of employment  under this Agreement shall begin as of
the Effective Date and terminate on such date as hereinafter provided; provided,
however that the parties agree that, notwithstanding any other provision of this
Agreement,  this  Agreement  and  the  employment  of the  Employee  under  this
Agreement  shall  not  extend  beyond  the date on which  the  Employee  reaches
sixty-five (65) years of age ("Retirement").

         3. Compensation; Reimbursement, Etc.

                  (a)  Salary.  The  Employer  shall  pay  to  the  Employee  as
         compensation for all services rendered by the Employee for each one (1)
         year  term of  this  Agreement  a basic  salary  of Two  Hundred  Fifty
         Thousand and 00/100 Dollars  ($250,000) (the "Basic  Salary"),  or such
         other sum as the  parties  may agree on from time to time,  payable  in
         bi-weekly installments.  The Basic Salary shall increase by $25,000 per
         year on the first,  second,  third and fourth  anniversary dates of the
         Effective Date. On the fifth anniversary date of the Effective Date and
         every anniversary date thereafter, the parties shall negotiate, in good
         faith,  an increase in the Basic Salary.  If paying the Basic Salary to
         the Employee  would result in financial  distress to the  Employer,  as
         determined  in the  reasonable  discretion by the  Employer's  board of
         directors (the  "Board"),  then the Employer may defer all or a portion
         of the Basic Salary (the "Deferred  Salary"),  with the Deferred Salary
         accruing  interest at rate of ten percent (10%) per annum. The Deferred
         Salary  shall be paid to the  Employee  immediately  upon  the  Board's
         reasonable  determination  that the  payment of all or a portion of the
         Deferred Salary,  plus interest,  will not result in financial distress
         to  the  Employer;   provided,   however,  that,   notwithstanding  the
         foregoing,  all of the Deferred  Salary plus accrued  interest shall be
         payable  immediately upon the termination of the Employee's  employment
         for any reasons  other than for good  cause.  The rate of salary may be
         increased  beyond the amounts set forth above at any time, as the Board
         may determine, based on earnings, increased activities of the Employer,
         or such other  factors as the Board may deem  appropriate  from time to
         time.  The  compensation  provided for in this Section 3(a) shall be in
         addition  to any  pension  or  profit  sharing  payments  set  aside or
         allocated for the benefit of the Employee.

                  (b) Expenses.  The Employer shall  reimburse the Employee on a
         monthly basis for all reasonable  expenses  incurred by the Employee in
         the performance of his duties under this Agreement;  provided, however,
         that the Employee  shall have  previously  furnished to the Employer an
         itemized account in substantiation of such expenditures.

                  (c) Vacation. During the term of his employment,  the Employee
         will  be  entitled  to  such  reasonable  periods  of  vacation  as the
         Compensation Committee of the Board (the "Compensation  Committee") and
         the  Employee  may agree  upon,  but not less than four (4) weeks every
         year.  Such  vacation  shall be taken at such time as the  Employee may

<PAGE>

         from time to time reasonably decide, provided such time, in the opinion
         of the Compensation  Committee acting  reasonably,  does not materially
         interfere with the Employee's duties  hereunder.  The Employee will not
         be permitted to carry  forward any unused  vacation  time into the next
         calendar year without the approval of the Board.

                  (d)  Insurance  and Fringe  Benefits.  The  Employee  shall be
         entitled to such insurance and other fringe benefits as may be provided
         from time to time by the Employer to other senior  executives  and such
         other benefits, if any, as currently provided to the Employee.

                  (e)  Automobile.  The Employer shall provide the Employee with
         an automobile leased by the Employer and the Employer shall pay for all
         gas, oil, insurance, maintenance, repair and other expenses incurred by
         the Employee in the operation and maintenance of his automobile. At the
         expiration of the  Employer's  lease of such  automobile,  the Employer
         shall provide the Employee  with an equivalent  automobile as chosen by
         the Employee.  The parties shall account for the  Employee's use of the
         automobile  in  the  manner  required  by  the  rules  and  regulations
         promulgated by the Internal Revenue Service.

                  (f) Incentive  Compensation.  The Employee will participate in
         an  incentive  compensation  plan  designed  specifically  for him. The
         Employee  will be paid an annual  bonus of sixty  percent  (60%) of the
         Basic Salary (the "Annual  Bonus") from the Employer's  earnings before
         tax and the Annual Bonus but after extraordinary  items, all determined
         in  accordance  with  generally  accepted  accounting  principles  (the
         "Employer's Net Profit"), payable within thirty (30) days after the end
         of each fiscal year; provided,  however,  that the Annual Bonus will be
         reduced to the extent that it exceeds the Employer's Net Profit.

                  (g)  Stock   Options.   The  Employee   will  be  entitled  to
         participate in any stock option program  offered by the Employer to its
         senior executives (the "Stock Option Plan"). The Stock Option Plan will
         be  designed  considering  stock  option  programs  offered  to  senior
         executives of comparable international companies.

                  (h)  Indemnification.  The Employer  shall  indemnify and hold
         harmless  the  Employee  from any damage or  liability  of any  nature,
         including,  but not  limited  to,  all  costs and  expenses  (including
         attorneys'  and  legal  assistants'  fees  before  and at trial  and in
         appellate  proceedings and in any arbitration  proceedings) that may be
         imposed  upon the  Employee  because of (i) the  Employee's  actions or
         omissions while performing his duties as an employee of the Employer or
         (ii)  claims  arising  from  Employee's  positions  as  a  shareholder,
         employee,  officer or director of Rann  International  Trading Company,
         even if  such  claims  arose  prior  to  Employer's  employment  of the
         Employee.

         4.   Duties.   The   Employee   is  engaged  as  the  Chief   Executive
Officer/Chairman.  In addition,  the  Employee  shall have such other duties and
hold such other offices as may from time to time be  reasonably  assigned to him
by the Board of Directors of the Employer.

         5. Extent of  Services.  During the term of his  employment  under this
Agreement,  the Employee  shall devote such time,  energy and  attention  during
regular  business  hours to the benefit and  business of the  Employer as may be
reasonably  necessary in performing  his duties  pursuant to this  Agreement and
shall not be  employed  by any other  person or engage in any other  business or
occupation.  The Employer  agrees that the Employee  will be free to hold equity
interests in businesses that do not compete with the business of the Employer.

         6. Illness or Incapacity, Termination on Death, Etc.

                  (a) Death of Employee.  All rights of the Employee  under this
         Agreement  shall  terminate  upon his death (other than rights  accrued
         prior  thereto).  The Employer  shall pay to the estate of the Employee
         such  compensation as would otherwise have been payable to the Employee
         up to the end of the  month in which  his death  occurs.  The  Employer
         shall have no additional  financial  obligation under this Agreement to
         the Employee or his estate.

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<PAGE>

                  (b) Disability.

                           (i)  Temporary  Disability.   During  any  period  of
                  disability,  illness  or  incapacity  during  the term of this
                  Agreement  which  renders the  Employee  at least  temporarily
                  unable to perform the services  required under this Agreement,
                  the Employee  shall  receive the  compensation  payable  under
                  Section  3(a) of this  Agreement  plus any bonus  compensation
                  earned but not yet paid,  less any  benefits  received  by him
                  under any  insurance  carried by or provided by the  Employer.
                  All rights of the Employee  under this  Agreement  (other than
                  rights already accrued) shall terminate as provided below upon
                  the Employee's permanent disability (as defined below).

                           (ii)  Permanent   Disability.   The  term  "permanent
                  disability" as used in this Agreement shall mean the inability
                  of the  Employee,  as  determined by the Board of Directors of
                  the  Employer,  by reason of physical or mental  disability to
                  perform the duties  required of him under this Agreement for a
                  period of one  hundred and eighty  (180) days in any  two-year
                  period.   Successive   periods  of   disability,   illness  or
                  incapacity  will be  considered  separate  periods  unless the
                  later period of  disability,  illness or  incapacity is due to
                  the same or related cause and  commences  less than six months
                  from the ending of the  previous  period of  disability.  Upon
                  such  determination,  the Board of Directors may terminate the
                  Employee's employment under this Agreement upon ten (10) days'
                  prior written  notice.  If any  determination  of the Board of
                  Directors with respect to permanent  disability is disputed by
                  the  Employee,  the  parties  hereto  agree  to  abide  by the
                  decision  of a panel of three  physicians.  The  Employee  and
                  Employer  shall each appoint one member,  and the third member
                  of the panel shall be appointed by the other two members.  The
                  Employee  agrees to make himself  available  for and submit to
                  examinations  by such  physicians  as may be  directed  by the
                  Employer.

         7. Other Terminations.

                  (a)  Resignation by the Employee.  The Employee may resign his
         employment  hereunder  upon written notice given ninety (90) days prior
         to the effective date of the Employee's resignation.

                  (b) Termination of Employment for Good Cause.

                           (i) The Employer may terminate the  employment of the
                  Employee  hereunder  without notice for good cause (as defined
                  below).

                           (ii) The term "good cause" as used in this  Agreement
                  shall mean a conviction  of any crime of moral  turpitude  and
                  substantial dependence,  as reasonably determined by the Board
                  of  Directors of the  Employer,  on any  addictive  substance,
                  including   but  not   limited   to   alcohol,   amphetamines,
                  barbiturates,  methadone,  cannabis, cocaine, PCP, THC, LSD or
                  illegal or narcotic drugs. If any determination of substantial
                  dependence  by the  Board  of  Directors  is  disputed  by the
                  Employee, the parties hereto agree to abide by the decision of
                  a panel of three physicians selected in the manner provided in
                  Section  6(b)(ii) of this  Agreement.  The Employee  agrees to
                  make himself  available for and submit to examinations by such
                  physicians as may be directed by the Employer.

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<PAGE>

                  (c)  Compensation  Payable if Resignation  or Termination  for
         Good Cause. If the employment of the Employee is terminated pursuant to
         this Section  7(a) or (b) , the Employer  shall pay to the Employee any
         compensation  earned  but  not  paid  to the  Employee  prior  to  such
         termination.  Such payment  shall be in full and complete  discharge of
         any and all  liabilities or obligations of the Employer to the Employee
         hereunder,  and the Employee  shall be entitled to no further  benefits
         under this Agreement.

                  (d) Termination of Employee's  Employment  Without Good Cause.
         The  Employer   shall  have  the  right  to  terminate  the  Employee's
         employment hereunder at any time without good cause whereupon:

                           (i) the Employer  shall pay to the Employee an amount
                  equal to three (3)  times the  Employee's  Basic  Salary  (the
                  "Guaranteed  Amount")  within  thirty (30) days after the date
                  the   Employee's   employment  is  terminated  (th  e"Date  of
                  Termination").

                           (ii) if the Employee holds any options granted to him
                  pursuant to the Stock Option Plan,  the date to exercise  such
                  options  shall be extended  until the date that is thirty (30)
                  months  from the Date of  Termination,  if such date is beyond
                  the expiration date under such options.

                           (iii) the  Employer  shall pay the  Employee  a bonus
                  equal to the  greater  of (A) the  Annual  Bonus for the prior
                  fiscal year, or (B) the average of all Annual Bonuses received
                  by the Employee  from the three (3)  previous  fiscal years or
                  the fiscal  years in which the  Employee  was  employed by the
                  Employer,  if less,  within thirty (30) days after the Date of
                  Termination.

                           (iv)  the  Employer  shall  pay to the  Employee  all
                  outstanding and accrued salary and vacation pay to the Date of
                  Termination   within  thirty  (30)  days  after  the  Date  of
                  Termination and reimburse the Employee for all proper expenses
                  incurred by the  Employee  in  carrying  out his duties to the
                  Employer prior to the Date of Termination.

                           (v) if, at the Date of  Termination,  there  were any
                  memberships  in any clubs,  social or  athletic  organizations
                  paid for by the Employer  that were for the regular use of the
                  Employee,  the Employer  will not take any action to terminate
                  such memberships,  but need not renew any such membership that
                  expires.

                           (vi) prior to or contemporaneously  with the payments
                  set  forth  in  subsections  (i)  (iii)  and (iv)  above,  the
                  Employee shall deliver a release in favor of the Employer, its
                  subsidiaries,  and their  respective  directors,  officers and
                  shareholders and the Employer shall deliver a release in favor
                  of the  Employee  in the form  contemplated  by  "Schedule  A"
                  attached hereto.

                           (vii)   The   Employer   agrees   to  make   payments
                  contemplated by this Section 7(d)  irrespective of whether the
                  Employee finds (or seeks) alternative employment.

                  (e) Constructive Dismissal. In the event that (i) the Employer
         materially  alters  the  Employee's   remuneration,   title,  reporting
         relationship or responsibilities without the consent of the Employee or
         (ii) the parties are unable to agree on a Basic  Salary on or after the
         fifth anniversary date of the Effective Date and the Employee has acted
         in good  faith  in such  negotiations  (collectively,  a  "Constructive
         Dismissal"),  the Employer  shall make all the payments and provide the
         benefits  specified in Section 7(d) hereof,  from and after the date of
         the Constructive Dismissal.

                  (f) No Payment if Good  Cause,  Permanent  Disability,  Death,
         Resignation or  Retirement.  The Employer shall not have any obligation
         to make any of the payments described in Section 7(d), or to extend the
         date for exercising any outstanding stock options, if:

                           (i) the Employee's  employment  with the Employer has
                  been terminated for good cause;

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<PAGE>

                           (ii) the Employee suffers a permanent disability;

                           (iii) the Employee's employment terminates because of
                  death or retirement; or

                           (iv)  the  Employee  resigns  from  employment  and a
                  Constructive   Dismissal   has  not  occurred   prior  to  the
                  Employee's resignation.

                  (g)  Tendering  Resignation.  The  Employee  agrees that after
         termination  of his  employment,  he  will,  upon  the  request  of the
         Employer,  tender his  resignation  from any position he may hold as an
         officer or director of the Employer or its subsidiaries.  Doing so will
         not reduce the obligations of the Employer described herein.

                  (h) Delivery of Records.  Upon any  termination of employment,
         the Employee shall,  within ten (10) business days, deliver or cause to
         be delivered to the Employer  all books,  documents,  effects,  monies,
         securities,  or  other  property  belonging  to  the  Employer  or  its
         subsidiaries or for which the Employer or its  subsidiaries  are liable
         to others, which are in the possession, charge, control, custody of the
         Employee.

         8.  Confidentiality.  The Employee agrees to keep in strict secrecy and
confidence any and all information  the Employee  assimilates or to which he has
access  during his  employment  by the Employer and which has not been  publicly
disclosed  and is not a matter of common  knowledge in the fields of work of the
Employer.  The Employee  agrees that both during and for 6 months after the term
of his employment by the Employer, he will not, without prior written consent of
the Employer,  disclose any such  confidential  information to any third person,
partnership, joint venture, company, corporation or other organization.

         9. Noncompetition and Nonsolicitation.

                  (a)   Noncompetition.   During  the  term  of  the  Employee's
         employment,  whether pursuant to this Agreement, except as contemplated
         herein, and for a period of six (6) months after the termination of his
         employment  with the Employer  unless such  termination  is caused by a
         Constructive Dismissal, the Employee shall not, directly or indirectly,
         within any State of the  United  States or  Province  or  Territory  of
         Canada,  enter  into,  engage in, be employed  by, or consult  with any
         business in the telecom  industry.  The  restrictions of this Section 9
         shall extend to any and all  activities of the Employee,  whether as an
         independent  contractor,  partner or joint venturer,  or as an officer,
         director,  stockholder,  agent,  employee or  salesman  for any person,
         firm,  partnership,  corporation  or other entity,  or  otherwise.  The
         restrictions  of this Section 9 shall not be violated by the  ownership
         of no more than 2% of the  outstanding  securities of any company whose
         stock is traded on a national  securities  exchange or is quoted in the
         Automated  Quotation  System of the National  Association of Securities
         Dealers (NASDAQ).

                  (b) Nonsolicitation.  During his employment with the Employer,
         except as contemplated  herein,  and for a period of 6 months following
         the  termination  of his  employment  with  the  Employer  unless  such
         termination is caused by a Constructive Dismissal,  the Employee agrees
         he  will  refrain  from  and  will  not,  directly  or  indirectly,  as
         independent  contractor,  employee,  consultant,  agent, partner, joint
         venturer,  or  otherwise,  (1)  solicit  any  of the  employees  of the
         Employer  to  terminate  their  employment  or (2)  solicit the current
         customers or suppliers of the Employer or any of its  subsidiaries.  In
         this Section 9(b),  (i)  "customer"  shall mean any customer with which
         the Employer or its subsidiaries will have transacted business within a
         period  of one (1)  year  prior to the  Date of  Termination,  and (ii)
         "supplier"  shall  mean any  supplier  with which the  Employer  or its
         subsidiaries  which exist at the Date of  Termination  and any supplier
         with which the Employer or its subsidiaries have done business within a
         period of one (1) year prior to the Date of  Termination.  The Employee
         acknowledges  and agrees that all of the covenants and  restrictions in
         Sections 9(a) and (b) are reasonable and valid.

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         10. Specific Performance.  The Employee agrees that damages at law will
be an insufficient  remedy to the Employer if the Employee violates the terms of
Sections 8 or 9 of this Agreement and that the Employer would suffer irreparable
damage  as a  result  of such  violation.  Accordingly,  it is  agreed  that the
Employer  shall  be  entitled,   upon   application  to  a  court  of  competent
jurisdiction,  to obtain  injunctive  relief to enforce the  provisions  of such
Sections,  which  injunctive  relief shall be in addition to any other rights or
remedies  available to the Employer.  The Employee agrees to pay to the Employer
all costs and expenses  incurred by the Employer  relating to the enforcement of
the terms of Sections  sections 8 or 9 of this Agreement,  including  reasonable
fees and disbursements of counsel (both at trial and in appellate proceedings).

         11. Legal  Representation.  The parties  acknowledge to each other that
they have been  represented  by separate  legal counsel in  connection  with the
negotiation and finalization of this Agreement.

         12.  Severability.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

         13. Compliance with other Agreements. The parties represent and warrant
to each other that the execution of this Agreement by them and their performance
of their  obligations  hereunder will not conflict with, result in the breach of
any  provision  of or the  termination  of or  constitute  a  default  under any
Agreement to which the  Employee or Employer,  as the case may be, is a party or
by which the Employee or Employer, as the case may be, is or may be bound.

         14. Waiver of Breach.  The waiver by the Employer of a breach of any of
the  provisions  of this  Agreement by the Employee  shall not be construed as a
waiver of any subsequent breach by the Employee.

         15.  Attorney Fees. If either party engages the services of an attorney
to enforce rights under this Agreement, the prevailing party in any action shall
be entitled to recover all reasonable costs and expenses  (including  reasonable
attorneys'  and legal  assistants'  fees  before  and at trial and in  appellate
proceedings and in any arbitration proceedings).

         16.  Binding  Effect;  Assignment.  The rights and  obligations  of the
Employer under this Agreement shall inure to the benefit of and shall be binding
upon the  successors  and assigns of the Employer.  This Agreement is a personal
employment  contract and the rights,  obligations  and interests of the Employee
hereunder may not be sold, assigned, transferred, pledged or hypothecated.

         17. Entire Agreement.  This Agreement contains the entire agreement and
supersedes  all prior  agreements  and  understandings,  oral or  written,  with
respect to the subject matter  hereof.  This Agreement may be changed only by an
agreement  in  writing  signed by the party  against  whom any  waiver,  change,
amendment, modification or discharge is sought.

         18.  Headings.  The  headings  contained  in  this  Agreement  are  for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.

         19.  Governing Law. This  Agreement  shall be construed and enforced in
accordance with the laws of the State of Florida.

         20. Venue.  The parties to this Agreement agree that  jurisdiction  and
venue of any action  brought  pursuant to this  Agreement,  to enforce the terms
hereof or  otherwise  with  respect to the  relationships  between  the  parties
created or extended pursuant hereto,  shall exclusively lie in the Circuit Court
of the  Thirteenth  Judicial  Circuit  of  the  State  of  Florida  in  and  for
Hillsborough County.

         21.  Notices.  Any notice  required or permitted to be given under this
Agreement  shall  be  sufficient  if in  writing  and if  sent by  certified  or
registered mail, first class,  return receipt  requested,  to the parties at the
following addresses:

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         To the Employer:          Malacology, Inc.
                                   1101 Channelside Drive, Suite 241
                                   Tampa, Florida 33602
                                   Fax: 813-864-3901

         With a copy to:           Sommer & Schneider, LLP
                                   595 Stewart Ave., Suite 710
                                   Garden City, NY 11530
                                   Fax: 516-228-8211


         If to the Employee:       Vivek R. Rao
                                   2827 Fairway View Drive
                                   Valrico, Florida,  33594

         With a copy to:           Richard J. McIntyre, Esquire
                                   Trenam, Kemker, Scharf, Barkin
                                     Frye, O'Neill & Mullis, P.A.
                                   Post Office Box 1102
                                   Tampa, Florida 33601
                                   Fax:  813-229-6553


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
effective the day and year first above written.

                                            MALACOLOGY, INC.



                                            By:    /s/ Vivek R. Rao
                                                --------------------------------
                                                 Vivek R. Rao, Chairman/CEO


                                            EMPLOYEE:


                                                   /s/ Vivek R. Rao
                                                --------------------------------
                                                  VIVEK R. RAO

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