EMPLOYMENT AGREEMENT



THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is made and entered  into as of

February 10, 2004 (the "Effective  Date") by and between  PowerChannel,  Inc., a

Delaware corporation (the "Company") and Steven Lampert ("Lampert").



WHEREAS, the Company provides low cost access to the Internet through the use of

the consumer's television; and



WHEREAS,  Lampert has had experience in the  management of businesses  marketing

and providing Internet access; and



WHEREAS, the Company desires to retain the services of Lampert; and



WHEREAS, Lampert is willing to be employed by the Company.



NOW,  THEREFORE,  in consideration of the mutual covenants contained herein, the

parties agree as follows:



1.  Employment.  Lampert is hereby  employed and engaged to serve the Company as

the Chief Executive  Officer of the Company,  or such  additional  titles as the

Company shall  specify from time to time,  and Lampert does hereby  accept,  and

Lampert hereby agrees to such engagement and employment. At all times during the

term of Lampert's employment, he shall remain a member of the Board of Directors

of the Company.



2. Duties.  Lampert shall be responsible  for the management of the Company.  In

addition,  Lampert's  duties  shall be such duties and  responsibilities  as the

Company  shall  specify  from  time to  time,  and  shall  entail  those  duties

customarily  performed by the Chief Executive  Officer of a company with a sales

volume and number of employees  commensurate with those of the Company.  Lampert

shall have such authority,  discretion,  power and responsibility,  and shall be

entitled  to  office,   secretarial  and  other  facilities  and  conditions  of

employment,  as are  customary or  appropriate  to his  position.  Lampert shall

diligently and faithfully execute and perform such duties and  responsibilities,

subject  to the  general  supervision  and  control  of the  Company's  board of

directors.  Lampert shall be responsible  and report only to the Company's board

of  directors.  The  Company's  board of  directors,  in its  sole and  absolute

discretion, shall determine Lampert's duties and responsibilities and may assign

or  reassign  Lampert  to such  duties and  responsibilities  as it deems in the

Company's best interest.  Lampert shall devote his full-time attention,  energy,

and skill  during  normal  business  hours to the  business  and  affairs of the

Company  and shall not,  during  the  Employment  Term,  as that term is defined

below, be actively engaged in any other business activity, except with the prior

written consent of the Company's board of directors.



Nothing in this  Agreement  shall  preclude  Lampert  from  devoting  reasonable

periods required for:



     (a)  serving as a director or member of a committee of any  organization or

          corporation  involving no conflict of interest  with the  interests of

          the Company;



     (b)  serving as a consultant  in his area of expertise (in areas other than

          in  connection  with the  business  of the  Company),  to  government,

          industrial,  and academic  panels where it does not conflict  with the

          interests of the Company; and



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     (c)  managing   his   personal   investments   or  engaging  in  any  other

          non-competing   business;   provided  that  such   activities  do  not

          materially  interfere  with the regular  performance of his duties and

          responsibilities under this Agreement as determined by the Company.



3. Best Efforts of Lampert.  During his  employment  hereunder,  Lampert  shall,

subject to the direction and  supervision  of the Company's  board of directors,

devote his full business  time,  best efforts,  business  judgment,  skill,  and

knowledge to the advancement of the Company's  interests and to the discharge of

his  duties  and  responsibilities  hereunder.  Notwithstanding  the  foregoing,

nothing  herein shall be  construed as  preventing  Lampert from  investing  his

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