EMPLOYMENT AGREEMENT



                         EMPLOYMENT AGREEMENT



THIS AGREEMENT (this "Agreement") is entered into as of the day set

forth below, by and between InZon Corporation, a Florida corporation

("COMPANY"), and James B. Smith or his Corporate assignee(s) jointly,

(hereinafter referred to as "EMPLOYEE").



                              RECITALS



WHERAS, THE COMPANY does plan to provide telecommunications services

of which EMPLOYEE is a principal shareholder and,



WHERAS, THE COMPANY desires to employ EMPLOYEE and EMPLOYEE desires

to Serve the COMPANY as the COMPANY'S Chief Operating Officer (COO).



WHEREAS, EMPLOYEE'S services for and on behalf of the COMPANY are of

material Importance to the enhancement of the value of the COMPANY'S

business.



NOW, THEREFORE, in consideration of the premises and mutual covenants

herein set forth, and for other good and valuable consideration, the

receipt and adequacy of which is hereby Acknowledged, the COMPANY and

EMPLOYEE do hereby agree as follows:



I.  EMPLOYMENT



THE COMPANY hereby employs EMPLOYEE in its business as COO.  EMPLOYEE

hereby accepts such employment, all upon the terms and conditions

hereinafter set Forth.



II.  TERM



Unless sooner terminated pursuant to the provisions of this

Agreement the term of Employment under this Agreement shall be for

five (5) years commencing June 1, 2004 ("Employment Period").  The

Employment Period shall be automatically rollover and renewed at the

end of each year succeeding terms of five (5) year ("Successive

Employment Period"), unless either party gives written notice of his

intention not to renew said Agreement to the other party, at least

one-hundred-eighty (180) days prior to the end of the initial five-

year-term, or any extended term.



III.  DUTIES



III.1  During the Employment Period EMPLOYEE shall serve in the

Office of COO and perform appropriate executive services for the

COMPANY. in accordance with the historical nature and scope of duties

performed by EMPLOYEE as COO of the COMPANY.



III.2  EMPLOYEE shall be entitled to make all normal executive

level management decisions of the COMPANY that involve matters within

the COMPANY'S usual course of business and are duties customary for

the employee in his or her capacity of COO.  EMPLOYEE'S authority to

manage the COMPANY shall be subject to review and direction from the

Board of Directors of the company.  Compensation paid to employees of

the COMPANY shall be at industry standards.  Bonuses, if any, for

said employees shall be based on the individual employees performance

and tied to a formula adopted by the COMPANY'S board of Directors.



III.3  During the term of this Agreement, EMPLOYEE shall devote

the majority of his time, energy, and skill to the service of the

COMPANY and the promotion of the COMPANY'S interests, and shall use

his best efforts in the performance of his services hereunder.

EMPLOYEE agrees to abide, by all rules and regulations established

from time to time by the Board; and all commissions, fees or other

income earned and received by EMPLOYEE, if any furtherance of the

business of the Company, or its affiliates of from any other business

or financial opportunity endeavor in which EMPLOYEE is an active

participant and not a passive investor, shall be accepted by EMPLOYEE

for the account of Company, and shall be remitted to the Company

within three (3) days of EMPLOYEE'S receipt thereof.



III.4  The services of EMPLOYEE shall be rendered in such places

and localities as the COMPANY may require from time to time, and he

shall do such traveling on behalf of the COMPANY as may reasonably be

required consistent with the historical requirements of the office of

the COO  of  the COMPANY.



III.5  EMPLOYEE shall comply with all COMPANY policies for the

employees; as such policies may exist from time to time.



IV  COMPENSATION



IV.1  The COMPANY will compensate and pay EMPLOYEE for his services

during the term of this Agreement a base salary of $180,000, per year

("Base Salary").  The Base Salary shall be paid to EMPLOYEE at no

less than monthly intervals in accordance with the current normal

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