Vice President of Finance Employment Agreement

EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 10th day of February, 2000 by and between Clariti Telecommunications International, Ltd., a Delaware corporation ("Company"), and James M. Boyd, Jr. ("Executive").


Company desires to employ Executive, and Executive desires to be employed by Company, upon the terms and conditions outlined in this Agreement.


The Company and the Executive agree as follows:


1. Employment and Term. Company hereby employs Executive and Executive hereby accepts employment for a three- (3) year term commencing on February 10, 2000 ("Start Date") and continuing until February 10, 2003 unless sooner terminated as provided for in this Agreement ("Term of Employment"). Company and Executive have the option to renegotiate this Agreement beyond the three- year period. Executive hereby warrants and represents to Company that he is free to enter into this Agreement and is not a party to any agreement, written or otherwise, or bound by any restrictions, which limit or restrict him from entering into this Agreement or performing the services, duties and responsibilities called for hereunder.


2. Duties.


2.1 Executive shall perform the duties of Vice President of Finance/ Chief Accounting Officer and/or such executive duties of Company and its affiliates as may be, from time to time, requested of him by the Company's Board of Directors or President of the Company. The Executive shall report to the President of the Company or such executive officer as the President shall designate.


2.2 Executive shall devote his full professional time and best efforts to the performance of his duties and responsibilities to advance the interests of the Company. During the term of this Agreement (as defined in Section 1 hereof), Executive shall not be employed, involved or otherwise engaged in, either directly or indirectly, any other employment for gain, profit or other pecuniary advantage, without the prior written consent of the Company. At no time shall Executive engage in any activity that conflicts with the business of the Company or its subsidiaries and/or its affiliates. Nothing set forth in this section 2.2 shall prevent Executive from devoting of such Executive's time and attention to charitable or community activities, but only to the extent that Executive's pursuance of any outside activities does not adversely effect the Executive's ability to perform Executive's duties to the Company.


2.3 Except for required travel on Company business or unless Company agrees otherwise, Executive shall perform his duties and responsibilities at the Company's principal executive offices located in the greater Philadelphia area and such locations as are mutually agreed upon by the Executive and the Company in order to carry out the Executive's duties hereunder.


3. Compensation.


3.1 For all duties and responsibilities to be performed by Executive hereunder, Executive shall be entitled to receive an annual salary as set forth below ("Base Salary"). The Base Salary, less any sums required to be withheld by law, shall be payable in equal monthly installments or such other more frequent regular installments as the Company may, from time to time, determine. For purposes hereof, Base Salary shall be:


3.1.1 For the twelve-month period commencing on the Start Date, the Base Salary shall be One Hundred and Thirty Five Thousand Dollars ($135,000).


3.1.2 For each year thereafter, the Base Salary shall be increased by an amount determined by the Board of Directors or their designee, but in no event less than eight percent (8%) after the first year, and nine percent (9%) after the second year. Each percentage increase for a particular year shall be based on the Base Salary for the immediately preceding year.


4. Fringe Benefits. Company shall pay for or provide Executive with the following benefits:


4.1 Executive shall be entitled to four (4) weeks paid vacation to be used at the Executive's discretion. Executive shall be entitled to four (4) weeks paid vacation during each full year of this Agreement to be used at the Executive's discretion. Vacation time shall accrue on a pro-rata basis during each year of this Agreement. Up to 4 weeks of unused vacation time may be carried over to the following calendar year. Unused vacation time in excess of 4 weeks will be forfeited at the conclusion of each calendar year.


4.2 Health and hospitalization insurance established and maintained by the Company for its employees. Company shall either secure and maintain health and hospitalization insurance for Executive and his dependents on the Company health and hospitalization insurance program, or reimburse Executive for coverage comparable to the health and hospitalization insurance coverage afforded to other comparable Company executives and their immediate family.


4.3 Such other employee benefits maintained by the Company for its senior executives and key management employees, including all 401k, pension, profit sharing, retirement, stock bonus and stock option plans, to the extent Executive is eligible to participate pursuant to the terms and conditions of such plans.


5. Stock Options.


5.1 As part of Executive's compensation for services to be rendered hereunder, Executive shall have the right and option to purchase from Company voting common stock in the Company ("Option"). The total number of shares available to Executive under this Option is Two Hundred and Ten Thousand Shares (210,000) at a purchase price equal to $2.4375 per share for the Company common stock. The Option Shares are available for purchase in installments as listed in Column A below and each installment shall become vested on the corresponding date listed in Column B, as follows:


Column A Column B
Number of Shares Date Option Shares
Available for Purchase Become Vested
---------------------- ------------------
i) 70,000 February 10, 2001
ii) 70,000 February 10, 2002
iii) 70,000 February 10, 2003


In order for the Option Shares to become vested as provided for above, Executive must be employed by the Company under the terms of this Agreement as of the vesting date set forth in Column B above.


5.2 Except as otherwise provided for below, the term of the ...