Exhibit 10.89
Amended Employment Agreement with Abraham Bar

                          AMENDED EMPLOYMENT AGREEMENT

         As of the 12th day of  January  1998,  the  employment  agreement  (the
"Employment  Agreement") dated the 1st day of October 1996 ("Employment  Date"),
by and between Abraham Bar, residing at 936 El Cajon Way, Palo Alto,  California
(hereinafter  referred  to  as  the  "Employee")  and  Labyrinth   Communication
Technologies Group, Inc.  ("Labyrinth") is hereby amended. All capitalized terms
herein refer to their defined  meaning as defined in the  Employment  Agreement,
except as may be specifically defined herein.

                              W I T N E S S E T H :

         WHEREAS,  the  Company  has  undertaken  the  process of  merging  (the
"Merger")  Labyrinth  together  with and into  U.S.  Wireless  Corporation  (the
"Company"), the parent company of Labyrinth, in accordance with a share exchange
offer presented to the shareholders of Labyrinth whereby the Company will be the
sole surviving company; and

         WHEREAS,  as Labyrinth  shall cease to exist,  Employee shall become an
employee of the Company and in accordance therewith shall exchange his shares of
common stock of Labyrinth for shares of Common Stock of the Company,  subject to
a vesting  schedule,  in accordance with the amended  restricted share agreement
referenced herein; and

         WHEREAS,  the  Employee and the Company  desire to continue  Employee's
employment  with the Company as Vice  President -  Hardware,  and in  accordance
therewith amends his Employment Agreement,  as described herein, which amendment
shall  supersede all prior  agreements  between the Company,  its  subsidiaries,
and/or predecessors, and the Employee;

         NOW, THEREFORE, it is mutually agreed by and between the parties hereto
as follows:

                                    ARTICLE I
                                   EMPLOYMENT

         Subject to and upon the terms and  conditions  of this  Agreement,  the
Company hereby retains Employee as Vice President - Hardware of the Company, and
the  Employee  hereby  agrees to  continue  his  employment.  In this  capacity,
Employee will report  directly to the Chief  Executive  Officer and President of
the Company.

                                   ARTICLE II
                           DUTIES AND ACKNOWLEDGMENTS

     (A) The Employee shall, during the term of his employment with the Company,
and subject to the direction  and control of the  Company's  Board of Directors,
perform  such duties and  functions  related to his position as he may be called
upon to  perform by the  Company's  Board of  Directors  during the term of this
Agreement.

     (B) The Employee agrees to devote 100% of his normal business time, or such
less amount of his business  time as shall be agreed upon by the Company and the
Employee, to the Company. Employee shall use his best efforts in the performance
of his duties for the Company and in rendering  such services for any subsidiary
corporations of the Company.

     (C)  The  Employee  shall  perform,   in  conjunction  with  the  Company's
Management,  to the best of his ability,  the following  services and duties for
the Company and its subsidiary  corporations (by way of example,  and not by way
of limitation):

               (i) Those duties  attendant to the position  with the Company for
          which he is hired;

               (ii) Design,  Development of and  implementation of the Company's
          Hardware systems for the Company's product lines; and

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               (iii) Formulation of the Company's business plans with respect to
          his area of  operations,  subject  to the  direction  of the  Board of
          Directors.

     (D)  Employee  acknowledges  that all  Intellectual  Property  (as  defined
herein)  developed or co-developed by the Employee during the Employee's  tenure
with  the  Company  shall  be the sole and  absolute  property  of the  Company.
Employee  agrees to facilitate and coordinate,  to the best of his ability,  the
safeguarding  of all  Intellectual  Property which is developed or  co-developed
during  Employee's  tenure  with the  Company.  Employee,  on behalf  and at the
request of the Company  shall  detail all  Intellectual  Property  developed  or
co-developed,  so that the  Company  may file the  appropriate  patents or other
filings in order to protect the Company's  ownership  rights in such properties.
Employee shall execute and deliver assignments of all rights and interest in any
Intellectual  Property  developed or co-developed  during Employee's tenure with
the  Company,  for the  Company's  records  and as needed  for  filing  with any
federal, state, city, local, or foreign government agency or authority.

     (E) Employee  represents  that he shall comply with all federal,  state and
local  securities  laws and shall have  prepared and filed with the  appropriate
agencies all required filings in a timely and efficient manner. Employee further
agrees to abide by the rules and regulations of the Company.

                                   ARTICLE III
                                  COMPENSATION

     (A) Commencing with the Employment  Date, the Company had paid the Employee
a salary at the rate of $100,000 per annum,  which was  increased to $110,000 as
of January 1, 1998,  which rate shall continue during the remaining term of this
Agreement.  Salary shall be paid in equal  monthly  installments  or pursuant to
such regular pay periods as are adopted by the Company (the "Base Salary").  (B)
The Company shall deduct from Employee's  compensation  all federal,  state, and
local taxes which it may now or may hereafter be required to deduct.

                                   ARTICLE IV
                                    BENEFITS

     (A) During the term hereof,  (i) the Company  shall  provide  Employee with
Blue Cross/Blue Shield or equivalent health insurance benefits and major medical
insurance;   and  (ii)  Employee   shall  be  reimbursed  by  the  Company  upon
presentation of appropriate  vouchers for all business  expenses incurred by the
Employee on behalf of the Company.

     (B) In the event the Company wishes to obtain Key Man life insurance on the
life of Employee,  Employee  agrees to cooperate  with the Company in completing
any applications  necessary to obtain such insurance and promptly submit to such
physical  examinations  and furnish such  information as any proposed  insurance
carrier may request.

     (C) For each year of the term hereof, Employee shall be entitled to fifteen
(15) days paid vacation.


                                    ARTICLE V
                                 NON-DISCLOSURE

         The Employee shall not, at any time during or after the  termination of
his  employment  hereunder,  except  when  acting  on  behalf  of and  with  the
authorization  of  the  Company,   make  use  of  or  disclose  to  any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other  confidential  information  concerning the Company's  business,  finances,
proposed and current services and pricing,  and any information  relating to the
Company's business (collectively referred to as the "Proprietary  Information").
For the purposes of this Agreement,  trade secrets and confidential  information
shall  mean  information  disclosed  to  the  Employee  or  known  by  him  as a
consequence  of his  employment by the Company,  whether or not pursuant to this


<PAGE>
Agreement,  and not generally  known in the industry,  concerning  the Company?s
Intellectual  Property,  business,  finances,  methods,  operations,   marketing
information,  pricing,  and  information  relating to proposed  expansion of the
Company or the Company's  business plans. The Employee  acknowledges  that trade
secrets and other items of confidential information, as they may exist from time
to time, are valuable and unique assets of the Company,  and that  disclosure of
any  such  information  would  cause  substantial  injury  to the  Company.  The
foregoing  is  intended to be  confirmatory  of the common laws of the states of
California and Delaware relating to trade secrets and confidential  information.
?Intellectual   Property"  means  (a)  all  inventions  (whether  patentable  or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
re-issuances,  continuations,  continuations in-part, revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection  therewith (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

                                   ARTICLE VI
                              RESTRICTIVE COVENANTS

     (A) In the event of the Employee's  termination  with the Company,  whether
voluntarily or for cause, Employee agrees that he will not, for a period of four
years following such termination,  directly enter into or become associated with
or  engage in any other  business  (whether  as a  partner,  officer,  director,
shareholder,  employee, consultant, or otherwise), which business is a direct or
indirect  competitor  of the  Company,  or any  current  or  future  subsidiary,
associate,  affiliate or joint  venture  partner,  which is a direct or indirect
competitor of the Company, or any subsidiary or Parent company.

     (B) If any court  shall hold that the  duration of  non-competition  or any
other  restriction  contained  in this  paragraph  is  unenforceable,  it is our
intention  that same shall not thereby be terminated but shall be deemed amended
to delete  therefrom  such  provision  or portion  adjudicated  to be invalid or
unenforceable,  or in the alternative,  such judicially  substituted term may be
substituted therefor.

     (C) Employee agrees that during the term of this Restrictive  Covenant,  he
will not,  directly  or  indirectly,  (a)  contact,  induce,  or  influence  any
customers or clients, joint venture partners, employee, consultant, associate or
affiliate  of the  Company  or its  or  their  successors  with  respect  to the
Company?s  proposed  business  as  described  in (A)  above  or for  any  reason
whatsoever,  without the written consent of the Company, signed by two executive
officers; (b) request or advise any customers,  clients, joint venture partners,
suppliers,  manufacturers,  employees, consultants,  associates or affiliates of
the  Company or its or their  successors,  who may contact or attempt to contact
the Employee to withdraw,  curtail,  or cancel such  parties'  business with the
Company or its successors; (c) disclose to any other persons or corporations the
names or addresses of any of the  customers,  clients,  joint venture  partners,
suppliers,  manufacturers,  wireless services providers, employees, consultants,
associates,  or  affiliates  of the Company or its or their  successors;  or (d)
induce or encourage any employee to terminate his relationship with the Company.




<PAGE>
                                   ARTICLE VII
                                      TERM

     This  Agreement  shall be for an initial term of three years  commencing on
the Employment Date, subject to automatic extension,  as provided herein, unless
sooner terminated pursuant to the terms of Article VIII. After the initial term,
this Agreement  shall  automatically  renew for additional  periods of one year,
until such time as either Employee resigns,  the shares referenced in Article IX
have fully vested, or Employee is terminated in accordance with Article VIII.

                                  ARTICLE VIII
                         TERMINATION AND EFFECT THEREOF

     (A) The Company may terminate this Agreement:

               (i) Upon the death of  Employee  during the term  hereof,  except
          that the Employee's legal  representatives,  successors,  assigns, and
          heirs shall have those rights and  interests as otherwise  provided in
          this  Agreement,  including  the right to receive  accrued  but unpaid
          bonus compensation, if any.

               (ii) Upon  written  notice from the Company to the  Employee,  if
          Employee  becomes  totally  disabled  and as a  result  of such  total
          disability,  has been  prevented from and unable to perform all of his
          duties hereunder for a period of four (4) consecutive months.

               (iii) If the  Employee  engages  in  fraud,  misappropriation  of
          Company funds, or gross negligence in the performance of his duties.

               (iv) The  Company  shall have the right to  terminate  Employee's
          employment  hereunder  for  cause.  For  purposes  of this  Agreement,
          "cause"  means (a) a breach of the  covenants  herein,  (b) failure to
          perform his duties in a professional and competent manner; (c) failure
          by  Employee  to  substantially  perform  his  duties  or  obligations
          hereunder;  (d) Employee  engaging in  misconduct  which is materially
          injurious to the Company; (e) Employee engaging in any act that in any
          way has a direct,  substantial,  and adverse  effect on the  Company's
          reputation;  (f) Employee  committing a crime of moral turpitude;  (g)
          Employee's  conviction  by,  or  entry  of a plea  of  guilty  or nolo
          contendere  in,  a  court  of  competent   jurisdiction   of  a  crime
          constituting a felony.

     (B) Upon termination of this Agreement:

               (i)  Pursuant  to  subarticles  (A)(i),  (iii),  and (iv) of this
          Article VIII, Employee's employment hereunder and all compensation and
          benefits  payable  by  the  Company  hereunder  shall  be  immediately
          terminated.  In  addition,  all options  shall be  terminated  and all
          shares of Common  Stock  issued  pursuant to Article IX which have not
          vested  shall be returned to the  Company's  treasury,  subject to the
          restricted share agreement  referenced herein. All vested shares shall
          be  delivered  to the  Employee  or his  estate,  as the  case may be.
          Employee  or his  estate,  as the case may be,  shall be  entitled  to
          receive any payments under any applicable life or disability insurance
          plans, if any are in effect at the time of termination. Such payments,
          if any, shall be made at the time and in accordance with the terms and
          conditions of such plans.

               (ii)  Pursuant  to  subarticle  (A)(ii),   Employee's  employment
          hereunder  shall  terminate,  all vested  options shall continue to be
          exercisable  for a period of six months  thereafter and all non vested
          options  shall  terminate.  In  addition,  all shares of Common  Stock
          issued  pursuant to Article IX which have not vested shall be returned
          to the Company's  treasury,  subject to the restricted share agreement
          referenced  herein.  All  vested  shares  shall  be  delivered  to the
          Employee or his estate, as the case may be. Employee or his estate, as
          the case may be.

<PAGE>
               (iii) In the event  that the  employment  is  terminated  for any
          reason except as listed in this Article VIII,  the Employee shall have
          the right to receive  his  salary for the period  from the date of his
          termination  until the end of the  initial  term of the  agreement  as
          described in Article VII.

                                   ARTICLE IX
                 STOCK OPTIONS AND EXCHANGE OF LABYRINTH SHARES
                    FOR SHARES OF COMMON STOCK OF THE COMPANY

     (A) As an  inducement to Employee to enter into the  Employment  Agreement,
the Company  granted to Employee  options to  purchase  shares of the  Company's
Common  Stock,  $.001 par value per  share,  upon and  subject  to the terms and
conditions  of an option  agreement.  Employee  is  hereby  granted  options  to
purchase  100,000 shares of the Company's  Common Stock,  vesting at the rate of
1/3 per year commencing October 3, 1997. The options shall be exercisable on the
dates of vesting and continuing until October 2, 2001. The exercise price of the
options  shall be equal  to $2.50  per  share.  The  foregoing  options  are not
intended to qualify as incentive stock options.  The options provided for herein
are not transferable by Employee and shall be exercisable only by Employee or by
his legal representative or executor.

     (B) Labyrinth  issued  25,000 shares of its Common Stock on the  Employment
Date, subject to the terms and conditions of a restricted share agreement, which
agreement details a vesting schedule of 1/3 of the shares vesting each year, for
the  three  year  initial  term  of the  Employment  Agreement.  Subject  to the
consummation of the Merger, the Company shall issue 229,500 shares of its Common
Stock in exchange for the 25,000 shares of  Labyrinth,  subject to the terms and
conditions of an amended restricted share agreement dated as of this date.

                                    ARTICLE X
                         TERMINATION OF PRIOR AGREEMENTS

         This Agreement sets forth the entire agreement  between the parties and
supersedes all prior  agreements  between the parties,  whether oral or written,
without prejudice to Employee's right to all accrued  compensation  prior to the
effective date of this Agreement.

                                   ARTICLE XI
                                   ARBITRATION

         Any dispute  arising  out of the  interpretation,  application,  and/or
performance of this Agreement with the sole exception of any claim,  breach,  or
violation  arising under Articles V or VI hereof shall be settled  through final
and binding arbitration before a single arbitrator in the City of San Ramon, the
State of  California in  accordance  with the rules of the American  Arbitration
Association. The arbitrator shall be selected by the Association and shall be an
attorney at law experienced in the field of corporate law. Any judgment upon any
arbitration  award  may be  entered  in any  court,  federal  or  state,  having
competent jurisdiction of the parties.


                                   ARTICLE XII
                                  SEVERABILITY

         If  any  provision  of  this  Agreement   shall  be  held  invalid  and
unenforceable,  the remainder of this  Agreement  shall remain in full force and
effect.  If any  provision  is held  invalid or  unenforceable  with  respect to
particular circumstances,  it shall remain in full force and effect in all other
circumstances.

                                  ARTICLE XIII
                                     NOTICE

     All notices required to be given under the terms of this Agreement shall be
in writing and shall be deemed to have been duly given only if  delivered to the
addressee in person or mailed by certified mail,  return receipt  requested,  to
the address as included in the Company's records or to any such other address as
the party to receive the notice shall  advise by due notice given in  accordance
with this paragraph.

<PAGE>
                                   ARTICLE XIV
                                     BENEFIT

         This  Agreement  shall inure to, and shall be binding upon, the parties
hereto,  the successors  and assigns of the Company,  and the heirs and personal
representatives of the Employee.

                                   ARTICLE XV
                                     WAIVER

         The waiver by either party of any breach or violation of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach of construction and validity.

                                   ARTICLE XVI
                                  GOVERNING LAW

     This Agreement and each Option Certificate issued hereunder shall be deemed
to be a  contract  made  under  the laws of the  State of  Delaware  and for all
purposes  shall be construed in  accordance  with the laws of such State without
giving effect to the rules of said State governing the conflicts of laws.

                                  ARTICLE XVII
                                  JURISDICTION

         Any or all actions or  proceedings  which may be brought by the Company
or  Employee  under this  Agreement  shall be  brought in courts  having a situs
within the State of California, and Employee hereby consents to the jurisdiction
of any local,  state,  or federal court located  within the State of California,
except in those proceedings specifically referenced in Article XI herein.

                                  ARTICLE XVIII
                                ENTIRE AGREEMENT

     This Agreement contains the entire agreement between the parties hereto. No
change,  addition, or amendment shall be made hereto except by written agreement
signed by the parties hereto.

                                   ARTICLE XIX
                                  CONSTRUCTION

     The  parties  intend  for  the  provisions  of  Articles  V and VI of  this
agreement  to be  construed,  interpreted,  and  enforced to the maximum  extent
permitted  by law.  The  parties  acknowledge  and  agree  that  they  have both
participated in the  preparation of this Agreement,  and the Agreement shall not
be  construed  or  interpreted  against  either  party on the basis  that it was
prepared by such other party.  In the event that any  provision of Articles V or
VI,  or any  part  thereof,  shall  be  determined  by any  court  of  competent
jurisdiction to be invalid,  illegal,  or  unenforceable  in any respect for any
reason,   such  provision  shall  be  revised  and/or  interpreted  to  make  it
enforceable  to the maximum  extent in all other  respects as to which it may be
enforceable, all as determined by such court in such action.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement and
affixed their hands and seals the day and year first above written.

                                                       U.S. WIRELESS CORPORATION

                                                     By:
                                                           Dr. Oliver Hilsenrath
                                                         Chief Executive Officer

                                                                        EMPLOYEE


                                                                     Abraham Bar