EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT  AGREEMENT  (the  "Agreement")  is  made  as of the 6th

day of November,  2001 (the "Effective Date"), by and among LECSTAR CORPORATION,

a Texas corporation (the "Company"), and JAMES E. MALCOM. (the "Employee").



                              W I T N E S S E T H:

                               - - - - - - - - - -



         WHEREAS,  the  Company  desires to employ Employee, and the Company and

the Employee  desire to enter into an  employment  agreement  to  establish  the

rights and  obligations  of the  Employee  and the  Company  in such  employment

relationship;



         WHEREAS, the terms of this Agreement have been approved by the Board of

Directors of the Company;



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

contained, the Company and the Employee hereby mutually agree as follows:



        1. Employment and Duties. The Company hereby employs the  Employee,  and

the  Employee  hereby  accepts  employment  with the Company  upon the terms and

conditions  hereinafter set forth. The Employee shall serve as a Vice President,

Chief Financial  Officer and Treasurer of the Company.  In such capacities,  the

Employee  shall  have  all  powers,  duties,  and  obligations  as are  normally

associated  with such  positions.  The Employee shall further perform such other

duties  related to the  business  of the  Company or its  Affiliate  (as defined

below),  including travel,  as may from time to time be reasonably  requested of

him by the Company's  Board of Directors.  The Employee  shall devote all of his

skills,  time,  and  attention  solely and  exclusively  to said position and in

furtherance of the business and interests of the Company except for:



           (a) time spent in managing his personal, financial and legal  affairs

and serving on corporate, civic or charitable boards or committees, in each case

only if and to the extent not substantially  interfering with the performance of

such responsibilities, and



           (b) periods of vacation to which he is entitled.



        2. Term of Employment.  Unless  otherwise  terminated in accordance with

the terms hereof, the term of this Agreement shall be three (3) years commencing

on the date hereof;  provided,  however,  that unless the Company  gives written

notice to the  Employee,  or vice  versa,  at least six (6) months  prior to the

expiration of the original  term, or the  expiration of any  subsequent  renewal

thereof, the term shall be extended for an additional year (such term, including

any renewals thereof, is referred to herein as the "Employment Term").



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        3. Compensation.



          (a)  *Base Salary.  For  such  services,  the Employee shall receive a

minimum  annual base salary at the rate of $145,000.00  per year,  commencing on

the Effective Date and, when the Company becomes operating cash-flow positive as

reported in the Company's consolidated financial statements,  annual base salary

rate shall be increased to between  $175,000 and  $225,000  (the  "Salary").  In

addition,  the  compensation  committee of the Board of Directors of the Company

shall conduct an annual review to determine Employee's  eligibility to receive a

raise  in his  Salary  in each  year of the  Employment  Term  based  upon  both

cost-of-living  adjustments and the performance of the Company during the annual

period.  In the event the Salary is  increased,  the amount of the prior Salary,

together with any increase(s),  shall be Employee's new Salary. The Salary shall

be payable in equal  installments,  no less  frequently  than  semi-monthly,  in

accordance  with the Company's  regular payroll  practices.  The Salary shall be

prorated on a daily basis for the years or months,  as the case may be, in which

Employee commences or terminates his employment relationship hereunder.



          (b) *Annual Bonus. The Employee  shall  be entitled to an annual bonus

opportunity, based upon performance criteria mutually agreed upon by the Company

and the  Employee,  with a target bonus equal to fifty  percent (50%) of Salary.

The maximum bonus  opportunity  shall be determined by the Board of Directors of

the Company  from time to time.  Any bonuses  earned will be paid within  ninety

(90) days following the close of the Company's fiscal year.



          (c) Long-Term  Compensation.   The  Employee  shall  be  entitled   to

participate in such long-term incentive  compensation programs,  including,  but

not limited to, equity incentives, as may be developed from time to time for the

senior management of the Company. As an inducement to the Employee entering into

this  Agreement,  the  Employee  shall be granted an option in  accordance  with

Exhibit A, with such option being subject to the terms set forth in Exhibits A-1

and B.



          (d) Relocation Costs.  The Company shall reimburse  the  Employee  for

reasonable  relocation  costs.  These  costs  shall  include  the selling of the

Employee's  current  residence,   purchasing  another  residence,   obtaining  a

mortgage,  and moving of household items. The  reimbursement of relocation costs

will be in the form of a bonus,  subject  to a maximum  of  $30,000,  and may be

deferred at the discretion of the Company subject to Company's profitability.



        4. Benefits. The Company shall further provide Employee with all  health

and life insurance coverages, sick leave and disability programs,  tax-qualified

retirement plans, paid holidays and vacations,  expense reimbursement  policies,

moving and relocation policies,  perquisites,  and such other fringe benefits of

employment  as the Company may  provide  from time to time to actively  employed

senior executives of the Company who are similarly situated. In addition, during

the term of this  Agreement  (including  extensions  thereof) the Company  shall

provide the Employee:



           *Any bonus paid will be at the  option  of  the  Company  subject  to

profitability and payable in stock or cash.



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{PAGE}



          (a) reimbursement for all reasonable expenses incurred by the Employee

in connection  with the conduct of the  Company's  business on  presentation  of

reasonable and appropriate receipts and in accordance with the Company's regular

reimbursement policy applicable to senior executives;



          (b) an  individual  disability  insurance  policy,  at  the  Company's

expense,  in addition to the long-term  disability  insurance  which replaces at

least 60% of the Employee's monthly Salary; and



          (c) a minimum of 4 weeks of paid vacation per year.



        5. Covenants of Employee.



          (a) The terms below shall have the following meanings:



              (i)  "Affiliate"  shall mean any individual  or  any  corporation,

                   limited  liability  company,   partnership,   joint  venture,

                   association  or  other entity or enterprise  that directly or

                   indirectly  controls,  is  controlled by, or  is under common

                   control with, the indicated person or entity;



              (ii) "Competitive Services"shall mean the provision of competitive

                   local exchange,data,long distance,and internet communications

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