Exhibit 10.2  -- Employment Agreement


                             EMPLOYMENT AGREEMENT

      EMPLOYMENT  AGREEMENT  (this "Agreement") made as of September 1, 2001 by
and  between  DCI  Telecommunications,    a  Colorado  corporation  having  its
principal place of business at 488 Schooley's  Mt. Road, Hackettstown, NJ  (the
"Employer"), and Clifford Postelnik (the "Employee").

                                  WITNESSETH:

       WHEREAS   the   Employer  is  engaged  in  the  Telecommunications   and
Entertainment business;  and

      WHEREAS  the  Employee  possesses  technical,  management  and  marketing
experience related to the type of business and activities in which the Employer
is now engaged; and

     WHEREAS the Employee  desires  to  be  employed  by  the  Employer and the
Employer  desires  to  employ  the  Employee,  upon  the  terms  and conditions
contained in this Agreement.

      NOW, THEREFORE, in consideration of the covenants and promises  contained
in this  Agreement,  and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Employer and the Employee
agree as follows:

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

     2.  Term.  The term of  this  Agreement shall commence on the date of this
document
and shall end five (5) years from such date.

     3.  Scope of Duties.  During the  term  of  this  Agreement,  the Employee
shall  be employed as the Vice-President and General Counsel  of the  Employer.
The employee  shall have general responsibility for such duties as are assigned
by the Chief Executive  Officer  and  the Board of Directors from time to time.
Such duties may include, but are not limited  to,  assisting  with  acquisition
activities,  analysis,  planning  and  implementation of the Company's business
plans and general advice and counsel regarding  various Corporate financial and
legal matters.

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      4.  Scope of Service.  During the term of this  Agreement,  the  Employee
shall,  consistent  with  his  duties  as Vice-President and General Counsel of
Employer, devote his attention, energies,  and  best efforts to the business of
the Employer, and shall perform all of the duties  that  are  required  of  him
pursuant  to  the  express  terms  of  this  Agreement. During the term of this
Agreement, the Employee shall not, directly or indirectly, alone or as a member
of any partnership, firm, corporation, association  or  other  entity, or as an
officer, director, employee or consultant of any corporation or  other  entity,
be  engaged  in  or  concerned with any other business activity, whether or not
such business activity  is  pursued  for  gain or profit or for other pecuniary
advantage which shall compete with the Employer in the promotion, marketing and
sales of telecommunications or entertainment-related merchandise. Employee will
be  allowed  to  serve  on  boards of directors  of  non-telecommunications  or
entertainment  companies,  non-profit   organizations,   engage  in  charitable
activities and deliver lectures which do not directly compete with, or directly
benefit  competitors  of the Employer.  The foregoing shall  not,  however,  be
construed as preventing the Employee from investing his personal assets in such
form or manner as will not require any services on his part in the operation of
affairs of the companies or enterprises in which such investments are made.

     5. Compensation. As  compensation for services rendered by the Employee to
the Employer, the Employee  shall be paid during the term of this Agreement out
of the general fund of Employer in the following amounts:

     (a)  Base Salary.

          (i)  For the calendar  year  2001  and  until  December 31, 2002, the
Employee shall receive a base salary equal  to one hundred twenty five thousand
($125,000 US) per annum, payable in twice-monthly installments ("Base Salary").

          (ii) The amount of the Employee's Base Salary in all subsequent years
during the term of this Agreement, and renewals thereof, will  be  increased on
January  1  of  each  year.  During the term of this Agreement and all renewals
thereof, the then current,  current  base  salary shall be increased as of each
January 1, beginning January 1, 2003 by a rate  equivalent  to  any increase in
the  Consumer  Price Index for the twelve month period occurring prior  to  the
date of the scheduled change, plus 5 percent (%).  As used in this section, the
Consumer Price Index  shall  mean (i)  the "CONSUMER PRICE INDEX FOR URBAN WAGE
EARNINGS AND CLERICAL WORKERS",  currently  published  by  the  Bureau of Labor
Statistics  of the United States Department of Labor for the Greater  New  York
Metropolitan  Area  on  a  bi-monthly  basis, or (ii) if the publication of the
Consumer Price Index shall be discontinued,  and/or the Consumer Price index is
published more or less frequently at the time  of  the foregoing determinations
are made, the comparable index most clearly reflecting  diminution  of the real
value  of  the  Base Salary and/or the publications periods most comparable  to
those specified above.   In  the event of a change in the base for the Consumer
Price  Index,  the  Numerator of  the  fraction  referred  to  above  shall  be
appropriately adjusted to reflect continued use of the base period in effect at
the time of its adoption  for  use  hereunder.   At the request of either party
hereto,  the other from time to time shall execute  an  appropriate  instrument
supplemental  to this Agreement evidencing the then current Base Salary payable
by the employer hereunder.

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       (b) Incentives.

      (i) The Employee will participate in the Company's Stock Option Incentive
plan.

     6.  Withholdings.   All  compensation, including any incentive bonus, paid
to  the  Employee  under  this  Agreement   shall   be  subject  to  applicable
withholdings for federal, state, and local income taxes,  FICA,  and  all other
applicable withholdings required by law.

      7.  Vacation.  In each calendar year during the term hereof, the Employee
shall be entitled to an annual paid vacation of four (4) weeks.  Vacation shall
be taken  upon reasonable advance notice to the Employer, and at such times not
to interfere  with  the  proper  operation  of the  business of Employer or the
Employee's  responsibility  under  this Agreement.  Unused  vacation  shall  be
carried over from year to year, and the Employee shall be entitled to the value
of  any  unused  vacation  time  remaining   upon  the  expiration  or  earlier
termination of this Agreement.

     8.  Employee Benefits.  During the term of  this  Agreement  the  Employee
shall  be  entitled,  at  the  Employee's  option,   to  participate in, and to
receive, any and all benefit plans and bonuses  (either Employer's  or  DCI's),
at Employee's option, for which he is now or hereafter eligible, including, but
not limited to, the following:

      (a)   Life insurance and disability, health, dental and welfare plans  of
the Employer or DCI;

     (b)  Any  and  all  retirement  plans  established  by the Employer or DCI
pursuant  to  the  terms  of said plan, including, but not limited  to,  Thrift
Plans, ESOP's and 401(k) plans; and

     (c)  Any other benefits which officers or employees of the Employer or DCI
may be entitled to at any time during this Agreement.

     9.  Expenses.

     (a)  Employer shall reimburse  the  Employee  for  all reasonable expenses
incurred  by the Employee in connection with the rendering  of  services  under
this Agreement.

     (b)  Employer's  obligation  to reimburse the Employee for such reasonable
expenses  is  conditioned  upon the employee  submitting  itemized  statements,
bills,  receipts,  or other evidence  of  expenditure,  in  a  form  reasonably
satisfactory to the  Employer.  Reimbursement for any authorized expenses shall
be made by the Employer within thirty (30) days after the Employer's receipt of
such itemized statements, bills,  receipts,  or  other  evidence of expenditure
from the Employee.



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    10.  Termination.

      (a)  Termination for cause.  The Employer, acting through  its  Board  of
Directors, may terminate this Agreement only for cause by written notice to the
Employee.   For  the purposes of this Agreement, the term "cause" shall include
only the following acts:  (1) any material breach of any fiduciary duty owed by
the Employee to Employer  which  if  curable  is not cured within 30 days after
written  notice  from  Employer  to Employee; or (2)  any  mental  or  physical
disability suffered by the Employee  which makes it impossible for the Employee
to perform his duties under this Agreement  for  a period of one hundred eighty
(180) consecutive days; or (3) the Employee's failure,  not  caused by physical
or  mental disability, to perform his duties and responsibilities  as  required
under  the  express  terms  of  this Agreement. Employer may not terminate this
Agreement under any other circumstances.

     (b)  Voluntary termination by  employee.  This Agreement may be terminated
by the Employee with or without cause  upon  sixty  (60) days written notice to
the Employer provided that employee may not compete with  Employer  and  or DCI
for  a  period  equal to the lesser of one year from date of termination or the
remainder of the then effective term of this Agreement.

     In the event  that this Agreement is terminated by the Employee for any of
the following reasons  (collectively,  "Employee Cause"), the Employee shall be
entitled to Severance Benefits described in Section 11 below:

   (i)  The Employer is liquidated, dissolved, consolidated, merged or sold, or
a controlling interest in the common stock  of the Employer is transferred from
the current owner(s) thereof;

  (ii)  Any material breach of any other obligation of the Employer hereunder.

Employer covenants that it will not:

   (i)  Remove Employee from his current position,  or  reduce  the  Employee's
duties and responsibilities;

  (ii)  Relocate the Employee;

  (iii)   Reduce  the Employee's salary and/or benefits from those set forth in
this Agreement; or

  (iv)  Terminate this  Agreement  for  any  reason  other than as set forth in
Section 10(a).

Any breach by Employer of this provision will constitute  a  "material  breach"
under Section 10(b) (ii) hereof.



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     (c)  Physician statement.  Prior to terminating the Employee by reason  of
the existence  of  any condition of mental or physical disability, as stated in
paragraph (a) of this  Section  10,  the  Employer shall first obtain a written
statement from an attending physician or psychotherapist  competent in the area
relating to Employee's illness or condition, stating that in  the  physician or
psychotherapist's  professional opinion, the Employee is unable to perform  his
duties and responsibilities  in  a  manner  contemplated  by this Agreement. If
Employee refuses or fails to consent to an examination of the  Employee for the
purpose of obtaining the written statement required herein, then  the necessity
of obtaining such statement shall be deemed waived by the Employee.

    (d)   Termination  upon  death of Employee.  This Agreement shall terminate
upon the Employee's death.  Upon  such  termination  Employee's estate shall be
entitled to receive Base Salary plus any adjustments due to the Employee to the
last day of the calendar month in which death occurs and  any  unpaid incentive
bonus  for  that  month  which  may  become  due by reason of collection  after
Employee's death.

     11.  Severance.  In the event that this Agreement  is  terminated  by  the
Employee  for  Employee  Cause,  then  the  Employer  shall  pay  Employee  the
following:

     a)

     (i)  The present value of the Employee's salary, less amounts the Employee
would have paid for under the benefits set forth in Section 8(b) hereof for the
greater of the unexpired term of this Agreement or two (2) years;

     (ii)   At the Employee's election, either the payment of the present value
as a lump sum, or payment in any form and manner provided for in the Employer's
or DCI's retirement plan, of the pension benefits which the Employee would have
received at the  end  of the term hereof, calculated on the assumptions of full
vesting and compensation  for  the unexpired portion of  the term hereof at the
rate in effect at the time of termination;

   (iii)  The present value of payments  the  Employer  or  DCI would have made
during the unexpired portion of the term hereof to any ESOP and Thrift Plan for
the Employee; and


      (b)  The Employee's then-effective Base Salary for a period  of  six  (6)
months  or until Employee obtains new employment, to be paid to the Employee on
the dates when such salary would have been payable had such employment not been
terminated; and

    12.   Assignment.   The  Employee  acknowledges  that  the  services  to be
rendered  by  him  are  unique and personal.  Accordingly, the Employee may not
assign any of his rights  or  delegate  any  of his duties or obligations under
this Agreement.




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    13.  Entire Agreement.  This Agreement contains the entire agreement of the
parties regarding the subject matter hereof and  supersedes  any  and all prior
agreements  relating  to  the employment of the employee by the Company.   This
Agreement may not be amended  or  modified except by a writing executed by both
the Employer and the Employee.

     14.   Severability.   All  agreements  and  covenants  contained  in  this
Agreement are severable, and in the  event  any of them are held to be invalid,
then  this  Agreement shall be interpreted as if  such  invalid  agreements  or
covenants were not contained herein.

    15.  Governing  Law.   This  Agreement  shall  be  governed, construed, and
interpreted by and in accordance with the laws of the State of Connecticut.

     16.   Counterparts.  This Agreement may be executed in  two  (2)  or  more
counterparts,  each  of which shall be deemed an original, and all collectively
constituting the same instrument.

    17.  Notices.  All notices required or permitted under this Agreement shall
be in writing and shall  de  deemed  "given"  when  personally  delivered or if
mailed  by  registered  or  certified  mail, postage prepaid, to the respective
addresses of the parties stated in the preamble  to  this  Agreement,  within 5
business days of such mailing.

    18.   Successors; Binding Agreement, Assignment.
(a)   The  Company shall require any successor (whether direct or indirect,  by
purchase, merger,  consolidation  or  otherwise) to all or substantially all of
the  business  of  the  Company,  by agreement  to  expressly,  absolutely  and
unconditionally assume and agree to  perform  the  Agreement in the same manner
and to the same extent that the Company would be required  to  perform it if no
such  succession  had  taken  place.   Failure  of  the Company to obtain  such
agreement prior to the effectiveness of any such succession shall be a material
breach  of  this  agreement and shall entitle the Executive  to  terminate  the
Executive's employment  with  the  Company  or  such  successor for Good Reason
immediately prior to or at any time after such succession.   As  used  in  this
agreement  "Company"  shall  mean  (I) the Company as hereinbefore defined, and
(ii)  any  successor  to  all  of  the stock  of  the  Company  or  to  all  or
substantially  all  of the Company's business  or  assets  which  executes  and
delivers an agreement  provided  for  in  this section 18(a) or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law, including any parent or subsidiary of such successor.

    19.  Waiver of Breach.  The waiver by either party of a breach or violation
of any provisions of this Agreement shall not  operate  as,  or be construed to
be, a waiver of any subsequent breach thereof.


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     IN WITNESS WHEREOF, the parties have executed this employment agreement on
the day and year first above written.

                                           DCI Telecommunications, Inc.
                                           (Employer)


__________________________                 By: _________________________
Witness                                                   John Adams
                                              its duly authorized Chairman


__________________________                 _____________________________
Witness                                    (Employee) Clifford Postelnik



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