EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 22nd day

of December, 1999 (the "Effective Date"), between EMPIRE TECHNOLOGY CORPORATION,

a Delaware corporation (the "Company") and W. DALE SMITH (the "Employee").



                              W I T N E S S E T H:

                               - - - - - - - - - -



         WHEREAS, Employee has been an at will senior executive of the Company

since its inception;



         WHEREAS, 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 the Company as its

President and Treasurer. In such capacity, the Employee shall have all powers,

duties, and obligations as are normally associated with such position. The

Employee shall further perform such other duties related to the business of the

Company, 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 initial term of this Agreement shall be five (5) years

commencing on December 22, 1999, the "Effective Date", provided however, that

after the expiration of such initial five (5) year term, and unless terminated

in writing by Company or Employee prior to its initial or subsequent date of

expiration, this Agreement shall automatically renew for additional two (2) year

terms (such initial and subsequent terms, if any, to be referred to as the

"Employment Term").



         3. Base Salary. For such services, the Employee shall receive a minimum

annual base salary (the "Salary") of $150,000.00 per year, commencing on the

Effective Date and continuing

{PAGE}   2



throughout the Employment Term. 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. Once the business has been

properly funded in the reasonable judgment of the Board of Directors, the Salary

shall be increased to an amount commensurate with senior management of

comparable telecommunication companies. In addition, the compensation committee

of the Board of Directors shall conduct an annual review to determine Employee's

eligibility to receive a raise in his Salary in each year of the Employment Term

together with stock options and bonuses based upon 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.



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

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

retirement plans, stock option 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. Notwithstanding the preceding provisions of this Section 4, during the

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

the Employee;



                  (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 services as a carrier to end users,

                  which are the services provided by the Company as of the date

                  of execution hereof;



                                       2

{PAGE}   3

                           (iii) "Entity" shall mean any individual or any

                  corporation, limited liability company, partnership, joint

                  venture, association or other entity or enterprise other than

                  the Company or its respective Affiliates;



                           (iv) "Principal" or "Representative" shall mean a

                  principal, owner, partner, shareholder, joint venturer,

                  investor, trustee, director, officer, manager, employee,

                  agent, representative or consultant;



                           (v) "Protected Customers" shall mean customers of the

                  Company within the United States of America with whom Employee

                  had material contact during his employment with the Company,

                  or about whom Employee learned Confidential Information (as

                  defined below), during the one year period immediately prior

                  to the date of execution hereof;



                           (vi) "Protected Employees" shall mean individuals

                  providing professional services to the Company who are then

                  employed or leased by the Company or who were so employed or

                  leased by the Company at any time during the one-year period

                  immediately prior to the termination of Employee's employment;

                  and



                           (vii) "Services" shall mean executive, managerial, or

                  financial services related to the provision of Competitive

                  Services, which are the services provided by Employee for or

                  on the Company's behalf during his employment with the Company

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