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EXHIBIT
10.9
 
  
 Employment Agreement
   th
   Employment and Services




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Compensation
 Annual Base Salary
 Withholding
 Benefits
 Termination
 Definitions
  2




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Obligations of the Company upon Termination
 Termination Without Cause or Constructive Termination
 3




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th Section 2.5 Section 2.5
   Cause, Death, Disability or Resignation
 4




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Full Settlement
 Maintaining Confidential Information
 Company Information
 Third Party Information
 Remedies
 i.
    
    Preliminary and permanent injunctive relief restraining you from any
unauthorized disclosure or use of any trade secrets or confidential
business or technical information, in whole or in part,
 5




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and from rendering any service to any person, corporation, partnership,
limited liability company, joint venture, association, or other business
organization to whom or to which such secrets or confidential
information, in whole or in part, have been disclosed or are threatened
to be disclosed;ii.
    
    Compensatory damages;iii.
    
    Attorneys fees in the trial and appellate courts; andiv.
    
    Costs and expenses of investigation and litigation, including expert
witness fees, deposition costs (appearance fees and transcript charges),
injunction bond premiums, travel and lodging expenses, and charges, and
all other reasonable costs and expenses.
  Retaining and Assigning Inventions and Original Works
 Inventions and Original Works Retained by You
 Inventions and Original Works Assigned to the Company
 i.
    
    It was developed entirely on your own time; andii.
    
    No equipment, supplies, facility or trade secret of the Company was used in its development; and
 6




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iii.
    
    It neither
    Maintenance of Records
 Inventions Assigned to the United States
 Obtaining Letters Patent and Copyright Registrations
 Exception to Assignments
 7




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No Breach of Duty
 Returning Company Documents
 Non-Solicitation; Non-Competition
 Non-Solicitation of Company Employees and Customers
 i.
    
    counsel, solicit, or attempt to induce any person employed by the
Company, except for Adam Fischer or Matt Tebford, whether
that person is a full-time employee, part-time employee, or
independent contractor, to terminate his or her employment or
independent contractor relationship with the Company;ii.
    
    employ any Former Employee of the Company, except for Adam
Fischer or Matt Tebford, whether that person was a full-time
employee, part-time employee, or independent contractor (Former
Employee means any person who
was employed by Company within the last twelve (12) months of
your employment); oriii.
    
    solicit to provide, or provide, any of the Companys customers or
any of the Companys prospective customers with any product or service
that directly competes with any product or service sold or provided by
the Company. (For example, a computer may be used
 8




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to make an internet phone call, but computer sales do not directly
compete with phone sales.)
 Non-Competition
 i.
    
    engage in any Competitive Business (as defined below) in any area of
the United States where the Company or its parent company are actively
engaged in business on the Closing Date or at any time during the
Employment Term (the Restricted Territory) Competitive Business means
the business of the Company as conducted on and prior to the date hereof.ii.
    
    have any interest in any person, firm, partnership, joint venture, or
other business entity (collectively, an Entity) which is engaged in a
Competitive Business (except as a stockholder holding less than one
percent (1%) of the aggregate number of issued and outstanding shares of a
publicly traded companys capital stock) in the Restricted Territory; oriii.
    
    provide financial or other assistance or act as an agent of,
consultant for or advisor to any Entity which is or is about to become
engaged in a Competitive Business in the Restricted Territory.
 Consideration
 9




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Payment Breach
 Independent Covenant
 Reasonableness
 Scope of Restriction
 Remedies
 10




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i.
    
    Preliminary and permanent injunctive relief restraining you from
violating, directly or indirectly, either as an individual on your own
account or as a partner, joint venturer, employee, agent, salesperson,
contractor, officer, director, or stockholder or otherwise, the restrictions
of paragraph 9, above;ii.
    
    Compensatory damages;iii.
    
    Attorneys fees in the trial and appellate courts; andiv.
    
    Costs and expenses of investigation, and litigation, including expert
witness fees, deposition costs (appearance fees and transcript charges),
injunction bond premiums, travel and lodging expenses, and all other
reasonable costs and expenses.
 ex parte
  Period of Restriction
 Indebtedness
 Survival
 Governing Law
 11




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Notices
 If to you:
    
    11500 Blankenbaker Access Dr.Suite 103Louisville, KY 40299With a copy to:
    
    Kruger, Schwartz & MorreauTwo Paragon Centre, Suite 2206040 Dutchmans LaneLouisville, Kentucky 40205Attention: Rand E. Kruger, Esq.If to the Company:
    
    US Voice and Data, LLC11500 Blankenbaker Access Dr.Suite 103Louisville, KY 40299With a copy to:
    
    Shumaker, Loop & Kendrick, LLP101 East Kennedy BoulevardSuite 2800Tampa, Florida 33602Attention: Julio C. Esquivel, Esq.
 Severability
 Successors and Assigns; Assignment of Agreement
 Waiver; Amendment
 12




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Entire Agreement
 Captions
 Counterparts
 Capitalized Terms
 Reasonableness
 13




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Very truly yours,
US Voice and Data, LLCBy:
    /s/ MICHAEL NOLEName:
    MICHAEL NOLETitle:
    CHAIRMAN Accepted and agreed to:M. Scott DiamondFor purposes of Paragraph 4(b) only:
The M. Scott Diamond Irrevocable
     Delaware TrustBy:Name:Title: 14




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Very truly yours,
US Voice and Data, LLCBy:Name:Title: Accepted and agreed to:/s/  M. Scott DiamondM. Scott DiamondFor purposes of Paragraph 4(b) only:
The M. Scott Diamond Irrevocable
     Delaware TrustBy:
    /s/ James W TraverName:
    James W TraverTitle:
    Special Purpose Officer,
NAT City Trust Co. of Delaware 14




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EXHIBIT A
 
 TITLE
    
    DATE
    
    IDENTIFYING NUMBER
OR BRIEF DESCRIPTION
 15




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EXHIBIT B
 
  Date:Employees SignatureName of Employee (typed or printed) 16




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Schedule 1
 Responsibilities
  1.
    
    Maintaining headcount of all Regional Sales, Operations and Customer Service
personnel to include recruiting, hiring, and training.2.
    
    Overall responsibility for Sales, as follows:
 (a)
    
    Manage and direct Sales and/or Branch Managers in order to achieve annual
Sales Targets and Budget requirements.(b)
    
    Strategic planning on specific sales transactions.(c)
    
    Meet with strategic prospects and participate in the sales process when
necessary.(d)
    
    Assist in the solicitation and deployment of vendor resources to assist in
sales process.(e)
    
    Implementation and institutionalization of new processes, products, and/or
services for the North Central Region that increase sales and promote customer
loyalty.
 3.
    
    Overall responsibility for Operations, as follows:
 (a)
    
    Manage and direct the VP  OPS to insure our compliance with stated goals
regarding installations and service objectives, as well as meeting associated
budget for OPS Department.
 4.
    
    Overall daily responsibilities for Customer Service, as follows:
 (a)
    
    Manage and direct Customer Service Department personnel to insure that they
are delivering the highest level of training and support services to our
customers.
 5.
    
    Implementation and institutionalization of programs that build customer
relationships and loyalty.6.
    
    Work with manufacturers to provide support and training to our OPS and CS
groups.7.
    
    Participation in National meetings, planning session, and budgeting.
  1.
    
    Kentucky2.
    
    Indiana3.
    
    Ohio4.
    
    Illinois
  17