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 WILLIAM S. WOULFIN (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 entire 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

Chief Executive Officer. 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").





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         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 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 the 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 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;





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                (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,

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