TELECOMMUNICATION PRODUCTS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex102.txt
<TEXT>
EX. 10.2

Schedule 1

                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of April 1,
2003 by and between Telecommunication Products Inc., a Colorado corporation with
offices  at  9171  Wilshire  Blvd.,  Suite  B,  Beverly  Hills,  CA  90210  (the
"Company"),  and Paul D H La Barre,  an individual  with offices at 1030 S. Mesa
Drive,  Mesa,  Arizona 85210 (the "Executive") and is made with reference to the
following facts and circumstances:

     A.  Company is engaged in the  telecommunications  business and has entered
into a letter of intent  dated as of October  30,  2002 to acquire  the  assets,
property, and business of Coast Communications Inc. relating to pay-per-view and
cable services to hotel/lodging rooms,  including the corporation known as Hotel
Movie Networks, Inc. ("HMN") a Nevada corporation;

     B. Company  desires to retain the services of  Executive,  and Executive is
willing to provide such services to the Company;
<PAGE>

     C. Company and Executive desire to enter into this Agreement to provide for
Executive's employment by the Company upon the terms and conditions set forth in
this Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  facts and mutual
agreements set forth below, the parties, intending to be legally bound, agree as
follows:

1.   Employment.  The Company hereby agrees to employ  Executive,  and Executive
                  hereby accepts such  employment and agrees to perform

     Executive's duties and responsibilities in accordance with the terms and
     conditions hereinafter set forth.

     1.1 Employment  Term.  The  term  of  Executive's   employment  under  this
         Agreement shall commence as of the date hereof (the  "Effective  Date")
         and shall continue for three (3) years, subject to the Company entering
         into a  definitive  agreement  to acquire HMN on or before  January 31,
         2003, unless terminated in accordance with Section 5 hereof.  The terms
         of this  Agreement  automatically  shall be extended for an  additional
         two-year term unless either party gives written  notice to the other at
         least six months prior to the expiration of the then-current term, that
         he or it does not wish to renew this  Agreement.  The initial  term and
         any extended term of this agreement is  hereinafter  referred to as the
         "Employment Term."

     1.2 Duties and  Responsibilities.  During the  Employment  Term,  Executive
         shall serve as President of HMN and Vice President Hospitality services
         for  the   Company   and  to   perform   all   duties  and  accept  all
         responsibilities  incident to such position or other appropriate duties
         as may be reasonably  assigned to Executive by the  Company's  Board of
         Directors (the "Board") from time to time consistent  with  Executive's
         status as a senior executive.


           Executive's initial duties shall include the following:

a.   Establishing  and  carrying out plans of Hotel Movie  Network's  operation,
     sales and marketing,  and the expansion and upgrading of its facilities and
     equipment;
b.   Formulating annual operating and capital budget for Hotel Movie Network;
c.   Purchasing  supplies,  equipment,  facilities  and services for Hotel Movie
     Network;
d.   Hiring,  training  and  terminating  employees  of Hotel Movie  Network and
     determining their remuneration and duties;
e.   Negotiating  binding  contracts with suppliers and customers of Hotel Movie
     Network;
f.   Arranging for accounting and legal services for Hotel Movie Network; and
g.   Otherwise administering, supervising and carrying out the business of Hotel
     Movie  Network  also to include  remaining as Chairman of The Board for the
     corporation of Hotel Movie Network Inc.;
<PAGE>

    1.3  Base Salary.  For all the services rendered by Executive  hereunder for
         the Company,  the Company  shall pay Executive a base salary (the "Base
         Salary") at the minimum  annual rate of $125,000 per annum  (payable in
         accordance  with the Company's  then  applicable  payroll  policies) as
         compensation for all services rendered by Executive hereunder. The Base
         Salary shall be subject to all state,  federal,  and local  payroll tax
         withholding and any other withholdings  required by law. Following each
         year after the  Effective  Date,  Executive  shall be  reviewed  by the
         Company's  Board to  determine  whether a raise in the Base  Salary and
         other additional compensation and benefits is appropriate,  in the sole
         and absolute  discretion of the Board;  provided,  however,  that at no
         time shall Executive's Base Salary be less than $125,000per annum.

     1.4 Benefit  Coverage.  During  the  Employment  Term,  Executive  shall be
         entitled to  participate  in all employee  pension and welfare  benefit
         plans  and  programs  made  available  to the  Company's  senior  level
         executives as a group or to its employees  generally,  as such plans or
         programs may be in effect from time to time (the  "Benefit  Coverage"),
         including,  without limitation,  pension,  profit sharing,  savings and
         other retirement plans or programs,  medical, dental,  hospitalization,
         short-term  and  long-term   disability   and  life  insurance   plans,
         accidental  death and  dismemberment  protection  and  travel  accident
         insurance.

    1.5 Performance  Bonuses.  Within  ninety  (90)  days  after the end of each
        fiscal year of the Company,  which is currently  March 31st,  during the
        Employment  Term, the Executive will be eligible to receive a bonus (the
        "Performance Bonus") in an amount as determined at the discretion of the
        Board of the Company.

         To the  extent  that,  for  any  given  year  of the  Employment  Term,
         Executive  has  been  employed  for  less  than  the  full  year,   the
         Performance  Bonus  shall be reduced on a pro rata basis for the amount
         of time actually  worked during such year.  All bonus payments shall be
         subject to  customary  withholdings  required by law.  The  Performance
         Bonus will be based upon ten (10) percent of HMN's net pre tax earnings
         but in no event shall such amount exceed the Executive's Base Salary on
         an annualized basis.

    1.6  Expenses. During the Employment Term, Executive shall be reimbursed for
         all  reasonable  business  expenses  incurred  and paid by Executive in
         providing  services  on  behalf  of  the  Company.  An  expense  report
         detailing  such  expenses  with such  supporting  documentation  as the
         Company may reasonably require (the "Expense Report") must be submitted
         to the Company prior to the Company's reimbursement of such expense.
<PAGE>

    1.7  Vacations,  Holidays, and Sick Leave. Each year, the Executive shall be
         entitled to a minimum of twenty days of paid vacation with full pay. In
         addition,  Executive  shall be entitled to take the following  holidays
         with full pay: New Years Day,  Martin Luther King Day,  Presidents Day,
         Memorial Day,  Independence Day, Labor Day, Veterans Day,  Thanksgiving
         Day, and Christmas  Day.  Employee  shall also be entitled to be absent
         from  employment  due to  illness  for ten days per year with full pay.
         Employee's  vacation and sick leave shall be taken in  accordance  with
         the  Company's  policies,  as  amended  from time to time,  for  senior
         executive officers.

2.       Confidential Information.

    2.1  Executive  recognizes  and  acknowledges  that by reason of Executive's
         employment  by and  service  to the  Company  before,  during  and,  if
         applicable,  after the Employment  Term,  Executive will have access to
         certain  confidential  and  proprietary  information  relating  to  the
         Company's business,  as well as the businesses,  which may include, but
         is not limited to, trade secrets, trade "know-how," product development
         techniques and plans, formulas,  customer lists and addresses, cost and
         pricing  information,  marketing  and sales  techniques,  strategy  and
         programs,  computer  programs and software  and  financial  information
         (collectively  referred to as  "Confidential  Information").  Executive
         acknowledges  that such  Confidential  Information  is a  valuable  and
         unique asset of the Company,  and Executive covenants that he will not,
         unless expressly  authorized in writing by the Company, as the case may
         be, at any time  during the course of  Executive's  employment  use any
         Confidential  Information  or  divulge  or  disclose  any  Confidential
         Information  to any person,  firm or  corporation  except in connection
         with the  performance  of  Executive's  duties for the Company and in a
         manner consistent with the Company's  policies  regarding  Confidential
         Information.  Executive  also  covenants  that at any  time  after  the
         termination of such employment, directly or indirectly, he will not use
         any  Confidential  Information or divulge or disclose any  Confidential
         Information to any person, firm or corporation, unless such information
         is in the public  domain  through no fault of  Executive or except when
         required to do so by a court of law, by any governmental  agency having
         supervisory  authority  over  the  business  of the  Company  or by any
         administrative or legislative body (including a committee thereof) with
         apparent  jurisdiction to order Executive to divulge,  disclose or make
         accessible such information.


         All written Confidential Information (including, without limitation, in
         any computer or other electronic format),  which comes into Executive's
         possession  during the course of Executive's  employment,  shall remain
         the  property of the Company as the case may be.  Except as required in
         the  performance  of  Executive's  duties  for the  Company,  or unless
         expressly  authorized  in writing by the Company,  Executive  shall not
         remove  any  written   Confidential   Information  from  the  Company's
         premises,  or the premises of the other,  as the case may be, except in
         connection with the performance of Executive's  duties for the Company,
<PAGE>

         as the  case  may be,  and in a manner  consistent  with the  Company's
         policies  regarding  Confidential  Information.   Upon  termination  of
         Executive's  employment,  the Executive agrees to return immediately to
         the Company, as the case may be, all written  Confidential  Information
         (including,  without  limitation,  in any computer or other  electronic
         format) in Executive's  possession.  Nothing in this paragraph 2 or any
         of its subparts applies to any Confidential  Information  acquired as a
         result of Executive's ownership,  management,  operations,  control, or
         participation in Coast Communications, Inc.

3.   Non-Competition; Non-Solicitation.
     ---------------------------------

    3.1  During  Executive's  employment  by the  Company,  Executive  will not,
         except  with the  prior  written  consent  of the  Board,  directly  or
         indirectly, own, manage, operate, join, control, finance or participate
         in the ownership, management, operation, control or financing of, or be
         connected  as an  officer,  director,  Executive,  partner,  principal,
         agent,  representative,  consultant  or  otherwise  or  use  or  permit
         Executive's  name  to be used  in  connection  with,  any  business  or
         enterprise  (a  "Competitor")   which  competes  with  the  Company  or
         generates,  directly or indirectly,  for itself or others revenues from
         the  type of  product  and  services  provided  by the  Company  or its
         affiliates  during  Executive's  employment by the Company.  Nothing in
         this  paragraph  3 or  any  of  its  subparts  applies  to  Executive's
         ownership,  management,  operations, control, or participation in Coast
         Communications, Inc.

    3.2  The  foregoing  restrictions  shall not be  construed  to prohibit  the
         ownership  by  Executive of less than five percent (5%) of any class of
         securities of any corporation  which is a Competitor  having a class of
         securities  registered pursuant to the Securities Exchange Act of 1934,
         as  amended  (the  "Exchange   Act"),   provided  that  such  ownership
         represents  a passive  investment  and that neither  Executive  nor any
         group of persons  including  Executive in any way,  either  directly or
         indirectly,  manages  or  exercises  control  of any such  corporation,
         guarantees any of its financial  obligations,  otherwise takes any part
         in  its  business,  other  than  exercising  Executive's  rights  as  a
         shareholder, or seeks to do any of the foregoing.

    3.3  Executive  further   covenants  and  agrees  that  during   Executive's
         employment by the Company and for the period of twenty-four (24) months
         thereafter,  Executive will not,  directly or indirectly,  (i) solicit,
         divert,  take away, or attempt to solicit,  divert or take away, any of
         the  Company's  customers or (ii)  encourage any customer to reduce its
         patronage of the Company.

    3.4  Without limiting the generality of the foregoing, Executive agrees that
         during  Executive's  employment  by the  Company  and for the period of
         twenty-four  (24)  months   thereafter,   he  will  not,   directly  or
         indirectly,  solicit any customer to retain from any other person, firm
         or entity any services of a type  generally  similar to or  competitive
         with the product  and/or  services of the Company  during the period of
         Executive's employment by the Company.
<PAGE>

    3.5  Executive  further   covenants  and  agrees  that  during   Executive's
         employment by the Company and for the period of twenty-four (24) months
         thereafter,  Executive  will not,  directly or  indirectly,  solicit or
         hire, or encourage the  solicitation or hiring of any person who was an
         Executive  of the  Company at any time  during the term of  Executive's
         employment  by the Company by any  employer  other than the Company for
         any position as an  Executive,  independent  contractor,  consultant or
         otherwise


4.       Equitable Relief.
         ----------------

    4.1. Executive  acknowledges and agrees that the  restrictions  contained in
         Sections 2 and 3 are  reasonable  and necessary to protect and preserve
         the  legitimate  interests,  properties,  goodwill  and business of the
         Company, that the Company would not have entered into this Agreement in
         the absence of such  restrictions and that  irreparable  injury will be
         suffered by the Company should  Executive  breach any of the provisions
         of those sections.  Executive  represents and acknowledges  that (i) he
         has been  advised  by the  Company  to  consult  Executive's  own legal
         counsel  in  respect  to this  Agreement  and (ii) that he has had full
         opportunity,  prior to  execution  of this  Agreement,  to review  this
         Agreement thoroughly with Executive's legal counsel.

    4.2. Executive  further  acknowledges and agrees that a breach of any of the
         restrictions  in Sections 2 and 3 cannot be adequately  compensated  by
         monetary  damages.  Executive agrees that the Company shall be entitled
         to preliminary and permanent  injunctive relief,  without the necessity
         of proving actual  damages,  as well as an equitable  accounting of all
         earnings,  profits and other  benefits  arising  from any  violation of
         Sections  2 or 3  hereof,  which  rights  shall  be  cumulative  and in
         addition  to any other  rights or  remedies to which the Company may be
         entitled.  The parties  specifically  acknowledge  that nothing in this
         paragraph 4 or any of its subparts  applies to  Executive's  ownership,
         management,    operations,   control,   or   participation   in   Coast
         Communications,  Inc. 4.3 Executive irrevocably and unconditionally (i)
         agrees that any suit,  action or other legal proceeding  arising out of
         Sections  2 or 3 hereof,  including,  without  limitation,  any  action
         commenced  by the  Company for  preliminary  and  permanent  injunctive
         relief and other  equitable  relief,  may be brought in Maricopa County
         Superior Court; (ii) consents to the exclusive jurisdiction of any such
         court in any such suit, action or proceeding (iii) or in arbitration in
         Mesa Arizona r; and (iiii)  waives any  objection  which  Executive may
         have to the laying of venue of any such suit,  action or  proceeding in
         any such court.
<PAGE>

    4.4  Executive  agrees  that for a period  of five (5) years  following  the
         termination  of Executive's  employment by the Company,  Executive will
         provide,  and that at all times  after the date  hereof the Company may
         similarly provide, a copy of Sections 2 and 3 hereof to any business or
         enterprise (i) which Executive may directly or indirectly own,  manage,
         operate,  finance,  join,  control  or  participate  in the  ownership,
         management,  operation,  financing  or  control  of, or (ii) with which
         Executive may be connected as an officer, director,  employee, partner,
         principal,  agent,  representative,  consultant  or  otherwise,  or  in
         connection with which Executive may use or permit  Executive's  name to
         be used;  provided,  however,  that this  provision  shall not apply in
         respect of Section 3 hereof  after  expiration  of the time  period set
         forth therein.  The parties  specifically  acknowledge  that nothing in
         this  subparagraph  applies  to  Executive's   ownership,   management,
         operations, control, or participation in Coast Communications, Inc.

5.   Termination. The Employment Term shall terminate upon the occurrence of any
     one of the following events:

    5.1  Disability.  The Company may terminate the Employment Term if Executive
         is   unable   substantially   to   perform   Executive's   duties   and
         responsibilities  hereunder to the full extent required by the Board by
         reason of illness,  injury or incapacity (a "Disability") for three (3)
         consecutive  months,  or for more than six (6) months in the  aggregate
         during  any  period of twelve  (12)  calendar  months.  If the  Company
         terminates  Executive's Employment Term for any reason authorized under
         this  subparagraph,  Executive  shall be entitled to the  following:(i)
         immediate delivery of twelve (12) months' salary to Employee;  (ii) all
         expenses as submitted  and  verifiable  by  Employee;  (iii) a pro rata
         bonus,  if any,  for the year of  termination;  (iv) any other  amounts
         earned,  accrued or owing but not yet paid under  Section 1 above;  (v)
         the continued right to exercise any vested stock option,  if any, for a
         period of one (1) year following the date of  Executive's  termination;
         (vi) continued participation for the


         Remaining Employment Term in that Benefit Coverage's in which Executive
         was  participating  on the date of termination,  which, by their terms,
         permit a former employee to  participate;  and (vii) any other benefits
         in  accordance  with  applicable  plans and  programs  of the  Company.
         Company shall make all payments owed under this subparagraph  within 10
         business  days  of  terminating  Executive's  Employment  Term  for any
         disability.  Upon  making  all  payments  and  providing  all  benefits
         required  under this  subparagraph,  the Company  shall have no further
         liability  or  obligation  to  Executive  for  compensation  under this
         Agreement except as otherwise  specifically provided in this Agreement.
         Executive  agrees, in the event of a dispute under this Section 5.1, to
         submit to a physical  examination by a licensed  physician  selected by
         the Board,  provided that  Executive's  own physician may be present at
         Executive's request and sole expense.
<PAGE>

    5.2  Death.  The Employment Term shall terminate in the event of Executive's
         death. In such event,  the Company shall pay to Executive's  executors,
         legal representatives or administrators, as applicable, an amount equal
         to the installment of Executive's  Base Salary set forth in Section 1.3
         hereof for the year in which Executive dies and a pro rata share of any
         annual  bonus to which  Executive  would  otherwise be entitled for the
         year in which such death occurs. In addition,  Executive's estate shall
         be entitled to (i) any other amounts  earned,  accrued or owing but not
         yet paid under Section 1 above;  (ii) the  continued  right to exercise
         any vested stock option for a period of one (1) year following the date
         of death;  and (iii) any other benefits in accordance  with  applicable
         plans and  programs of the Company.  The Company  shall have no further
         liability or obligation under this Agreement to Executive's  executors,
         legal  representatives,  administrators,  heirs or assigns or any other
         person  claiming  under  or  through   Executive  except  as  otherwise
         specifically provided in this Agreement.

    5.3  Cause.  The Company may terminate the Employment Term, at any time, for
         "cause"  upon  thirty  (30) days'  written  notice,  in which event all
         payments  under this Agreement  shall cease,  except for Base Salary to
         the extent already  accrued.  In addition,  Company shall pay Executive
         twelve (12) months'  additional  salary  within 10 business days of any
         termination  for cause.  For  purposes of this  Agreement,  Executive's
         employment  may be terminated for "cause" (i) if Executive is convicted
         of a felony;  (ii) any material neglect or breach of duty by Executive,
         or any failure by  Executive to perform such duties as may be delegated
         to  Executive  from time to time;  (iii) any willful  breach of duty by
         Executive in the course of his employment;  (iv) any material breach of
         any  provision  of this  Agreement;  or (v)  Executive  commits  theft,
         larceny,  embezzlement,  or fraud, any acts of dishonesty,  illegality,
         moral turpitude or gross  mismanagement  as determined in good faith by
         the Board.

     5.4 Termination  Without Cause.  The Company may remove  Executive,  at any
         time prior to the end of the  Employment  Term,  without cause from the
         position in which  Executive is employed  hereunder  (in which case the
         Employment Term shall be deemed to have ended) upon not less than sixty
         (60) days' prior written notice to Executive;  provided,  however, that
         in the event  that such  notice is given,  Executive  shall be under no
         obligation  to render  any  additional  services  to the  Company  and,
         subject to the provisions of Section 3 hereof, shall be allowed to seek
         other employment. Upon any such removal, Executive shall be entitled to
         receive as liquidated damages for the failure of the
<PAGE>


         Company to continue to employ  Executive,  (a) the prorated  payment of
         Employee's salary through the date of termination to the extent not yet
         paid; plus twelve (12) months'  additional salary to Employee.  (b) The
         payment of any bonus or  incentive  compensation  earned in  accordance
         with this  Agreement  through the date of termination to the extent not
         yet paid; (c) the payment of accrued and unused  vacation and sick time
         through  the  date  of  termination;  (d)  the  payment  of any  unpaid
         reimbursable  business  expenses incurred and documented by Employee in
         accordance with this  Agreement;  and any amount due to Executive under
         the Company's then-current  severance pay plan for employees.  No other
         payments or benefits shall be due under this Agreement to Executive.

6.   Survivorship.   The  respective  rights  and  obligations  of  the  parties
     hereunder shall survive any  termination of the  Executive's  employment to
     the  extent  necessary  to the  intended  preservation  of such  rights and
     obligations.

7.   Notices. All notices,  requests, demands and other communications hereunder
     shall be in  writing  and shall be deemed  to have  been  duly  given  when
     delivered personally, by facsimile transmission,  or when mailed, by United
     States  certified  or  registered  mail,  prepaid,  to the parties or their
     assignees at the following addresses or facsimile numbers (or at such other
     address as shall be given in writing by any party):

If to the Company:
TCPD
Attn:    Board of Directors
c/o Dennis H. Johnston, Esq.
9171 Wilshire Boulevard, Suite B
Beverly Hills, California 90210
Telephone:        310-281-2571
Facsimile:        310-278-0457

If to Executive:

Paul D H LaBarre

1030 S. Mesa Drive
Mesa, Arizona 85210
Telephone: 480-813-8371

Facsimile:  480-834-0231  or to such other names or  addresses as the Company or
Executive,  as the case may be,  shall  designate by notice to each other person
entitled to receive notices in the manner specified in this section.

8.   Arbitration;  Expenses. In the event of any dispute under the provisions of
     this  Agreement  other  than a  dispute  in  which  the sole  relief  is an
     equitable  remedy such as an  injunction,  the parties shall be required to
     have the dispute,  controversy  or claim settled by arbitration in the City
     of Mesa,  Arizona  in  accordance  with the  rules  then in  effect  of the
     American Arbitration  Association.  The fees and costs of arbitration shall
     be borne equally by Employee and the Company, except that the Company shall
     advance all costs of the  arbitration  subject to later  allocation  by the
     arbitrator,  and Employee and the Company shall each pay their own attorney
     fees or  costs  of  representation,  subject  to  later  allocation  by the
     arbitrator.

9.   Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the laws of the State of Arizona as if this  Agreement was
     to be performed  entirely  within the State of Arizona by residents of such
     State, and without reference to principles of conflicts of laws.
<PAGE>

10.  Further  Assurances.  Each of the parties agrees that from time to time, at
     the  request  of any  other  party and  without  further  consideration  or
     consent,  they will execute and deliver such additional  instruments as any
     other party may  reasonably  request as are  necessary  to  effectuate  the
     purposes of this Agreement.

11.  Attorneys'  Fees. In the event any  litigation,  arbitration,  mediation or
     other proceeding ("Proceeding") is initiated by any party (ies) against any
     other party (ies) to enforce,  interpret  or otherwise  obtain  judicial or
     quasi-judicial  relief in connection  with this  Agreement,  the prevailing
     party  (ies) in such  Proceeding  shall be  entitled  to  recover  from the
     unsuccessful  party (ies) (a) all costs,  expenses,  actual  attorneys' and
     expert witness fees, relating to or arising out of such Proceeding (whether
     or not such Proceeding proceeds to judgment),  and (b) any post-judgment or
     post-award proceeding,  including,  without limitation,  one to enforce any
     judgment or award resulting from any such Proceeding.  Any such judgment or
     award  shall  contain a specific  provision  for the  recovery  of all such
     subsequently incurred costs, expenses, actual attorneys' and expert witness
     fees.  The  arbitrator(s)  or court shall  determine who is the  prevailing
     party,  whether  or not  the  dispute  or  controversy  proceeds  to  final
     judgment.  Company and Executive expressly acknowledge that this section is
     not intended to in any way alter the parties'  agreement  that  arbitration
     shall be the  exclusive  method of  resolving  any dispute  related to this
     Agreement  or  Executive's  employment  with the  Company  as set  forth in
     Section 7. Company and Executive  agree that the reference to litigation in
     this  section is  included  so that the  prevailing  party can  recover its
     attorneys'  fees and costs if (a) either party files a lawsuit in violation
     of  Section  7 (e.g.,  fees and  costs  incurred  obtaining  a court  order
     compelling  arbitration);  or  (b)  a  court  rules  that  the  arbitration
     provision in Section 7 is unenforceable for any reason.

12.  Entire Agreement. All prior agreements,  representations and understandings
     between the parties are  incorporated  in this  Agreement and schedules and
     exhibit hereto,  which together  constitute the entire contract between the
     parties. The terms of this Agreement are intended by the parties as a final
     expression  of their  agreement  with respect to such terms as are included
     herein  and  may  not  be   contradicted   by  evidence  of  any  prior  or
     contemporaneous   written   or   oral   representations,    agreements   or
     understandings, whether express or implied. The parties further intend that
     this  Agreement  constitutes  the complete and  exclusive  statement of its
     terms and that no extrinsic  evidence  whatsoever  may be introduced in any
     judicial  proceeding,  if any,  involving this  Agreement.  No amendment or
     variation  of the terms of this  Agreement  shall be valid  unless  made in
     writing and signed by each of the parties.

13.  Venues and  Jurisdiction.  For  purposes  of venue and  jurisdiction,  this
     Agreement shall be deemed made and to be performed in the
     City of Mesa, in the county of Maricopa, in the state of Arizona.
<PAGE>

14.  Counterparts;  Facsimile.  This  Agreement  may be  executed in one or more
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same  instrument.  This Agreement may
     be executed by facsimile  (with originals to follow by United States mail),
     and  such  facsimile  shall  be  conclusive  evidence  of the  consent  and
     ratification of the signatories hereto.

15.  Headings.  The headings of the various Sections of this Agreement have been
     inserted  only for  convenience  and shall  not be deemed in any  manner to
     modify or limit any of the  provisions of this  Agreement or be used in any
     manner in the interpretation of this Agreement.

16.  Interpretation.  Whenever  the context so  requires,  all words used in the
     singular  shall be  construed  to have  been used in the  plural  (and vice
     versa),  each gender shall be construed to include any other  genders,  and
     the word  "person"  shall be  construed  to  include  a natural  person,  a
     corporation,  a firm, a partnership, a joint venture, a trust, an estate or
     other entity.

17.  Severability. If any provision of this Agreement shall be declared invalid,
     illegal or unenforceable, such provision shall be severed and all remaining
     provisions shall continue in full force and effect.

18.  Successors-in-Interest  and Assigns.  This Agreement  shall be binding upon
     and shall inure to the benefit of the successors-in-interest and assigns of
     each party to this Agreement,  except that the duties and  responsibilities
     of Executive hereunder are of a personal nature and shall not be assignable
     or  delegable  in whole or in part by  Executive.  Nothing in this  Section
     shall  create any rights  enforceable  by any other  persons not a party to
     this Agreement,  unless such rights are expressly granted in this Agreement
     to other specifically identified persons.

19.  Amendments and Waiver. This Agreement may not be amended and the observance
     of any term of this Agreement may not be waived  (either  generally or in a
     particular  instance and neither  retroactively or prospectively),  without
     the written consent of the parties hereto.

20.  Beneficiaries;  References.  Executive  shall be  entitled,  to the  extent
     permitted  under any applicable  law, to select and change a beneficiary or
     beneficiaries    to   receive   any   compensation   or   benefit   payable
     hereunder-following  Executive's death by giving the Company written notice
     thereof.  In the event of Executive's death or a judicial  determination of
     Executive's incompetence, reference in this Agreement to Executive shall be
     deemed, where appropriate,  to refer to Executive's beneficiary,  estate or
     other legal representative.

<PAGE>



IN  WITNESS  WHEREOF,  the  undersigned,  intending  to be legally  bound,  have
executed this Agreement as of the date first above written.

Telecommunication Products, Inc.,
a Colorado corporation

By: ______________________________
     Robert Russell
     Director and Chief Executive Officer

Executive, an individual

By: ______________________________
     Paul D H LaBarre, President of HMN



<PAGE>


                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of April 1,
2003 by and between Telecommunication Products Inc., a Colorado corporation with
offices  at  9171  Wilshire  Blvd.,  Suite  B,  Beverly  Hills,  CA  90210  (the
"Company"),  and Ernest G. McKay,  an  individual  with  offices at 1030 S. Mesa
Drive,  Mesa,  Arizona 85210 (the "Executive") and is made with reference to the
following facts and circumstances:

     A.  Company is engaged in the  telecommunications  business and has entered
into a letter of intent  dated as of October  30,  2002 to acquire  the  assets,
property, and business of Coast Communications Inc. relating to pay-per-view and
cable services to hotel/lodging rooms,  including the corporation known as Hotel
Movie Networks, Inc. ("HMN") a Nevada corporation;

     B. Company  desires to retain the services of  Executive,  and Executive is
willing to provide such services to the Company;

     C. Company and Executive desire to enter into this Agreement to provide for
Executive's employment by the Company upon the terms and conditions set forth in
this Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  facts and mutual
agreements set forth below, the parties, intending to be legally bound, agree as
follows:

1.   Employment.  The Company hereby agrees to employ  Executive,  and Executive
     hereby accepts such employment and agrees to perform Executive's duties and
     responsibilities  in accordance  with the terms and conditions  hereinafter
     set forth.

     1.1 Employment  Term.  The  term  of  Executive's   employment  under  this
         Agreement shall commence as of the date hereof (the  "Effective  Date")
         and shall continue for three (3) years, subject to the Company entering
         into a  definitive  agreement  to acquire HMN on or before  January 31,
         2003, unless terminated in accordance with Section 5 hereof.  The terms
         of this  Agreement  automatically  shall be extended for an  additional
         two-year term unless either party gives written  notice to the other at
         least six months prior to the expiration of the then-current term, that
         he or it does not wish to renew this  Agreement.  The initial  term and
         any extended term of this agreement is  hereinafter  referred to as the
         "Employment Term."

     1.2 Duties and  Responsibilities.  During the  Employment  Term,  Executive
         shall  serve  as Vice  President  of HMN and  Director  of  Hospitality
         Information  systems  for the  Company  and to  perform  all duties and
         accept  all  responsibilities   incident  to  such  position  or  other
         appropriate  duties as may be  reasonably  assigned to Executive by the
         Company's Board of Directors (the "Board") from time to time consistent
         with Executive's status as a senior executive.


           Executive's initial duties shall include the following:

a.   Establishing  and  carrying out plans of Hotel Movie  Network's  operation,
     sales and marketing,  and the expansion and upgrading of its facilities and
     equipment;
b.   Formulating annual operating and capital budget for Hotel Movie Network;
c.   Purchasing  supplies,  equipment,  facilities  and services for Hotel Movie
     Network;
d.   Hiring,  training  and  terminating  employees  of Hotel Movie  Network and
     determining their remuneration and duties;
e.   Negotiating  binding  contracts with suppliers and customers of Hotel Movie
     Network;
f.   Arranging for accounting and legal services for Hotel Movie Network; and
g.   Otherwise administering, supervising and carrying out the business of Hotel
     Movie  Network  also to include  remaining as Chairman of The Board for the
     corporation of Hotel Movie Network Inc.;

    1.3  Base Salary.  For all the services rendered by Executive  hereunder for
         the Company,  the Company  shall pay Executive a base salary (the "Base
         Salary") at the minimum  annual rate of $125,000 per annum  (payable in
         accordance  with the Company's  then  applicable  payroll  policies) as
         compensation for all services rendered by Executive hereunder. The Base
         Salary shall be subject to all state,  federal,  and local  payroll tax
         withholding and any other withholdings  required by law. Following each
         year after the  Effective  Date,  Executive  shall be  reviewed  by the
         Company's  Board to  determine  whether a raise in the Base  Salary and
         other additional compensation and benefits is appropriate,  in the sole
         and absolute  discretion of the Board;  provided,  however,  that at no
         time shall Executive's Base Salary be less than $125,000per annum.
<PAGE>

     1.4 Benefit  Coverage.  During  the  Employment  Term,  Executive  shall be
         entitled to  participate  in all employee  pension and welfare  benefit
         plans  and  programs  made  available  to the  Company's  senior  level
         executives as a group or to its employees  generally,  as such plans or
         programs may be in effect from time to time (the  "Benefit  Coverage"),
         including,  without limitation,  pension,  profit sharing,  savings and
         other retirement plans or programs,  medical, dental,  hospitalization,
         short-term  and  long-term   disability   and  life  insurance   plans,
         accidental  death and  dismemberment  protection  and  travel  accident
         insurance.

    1.5 Performance  Bonuses.  Within  ninety  (90)  days  after the end of each
        fiscal year of the Company,  which is currently  March 31st,  during the
        Employment  Term, the Executive will be eligible to receive a bonus (the
        "Performance Bonus") in an amount as determined at the discretion of the
        Board of the Company.

         To the  extent  that,  for  any  given  year  of the  Employment  Term,
         Executive  has  been  employed  for  less  than  the  full  year,   the
         Performance  Bonus  shall be reduced on a pro rata basis for the amount
         of time actually  worked during such year.  All bonus payments shall be
         subject to  customary  withholdings  required by law.  The  Performance
         Bonus will be based upon ten (10) percent of HMN's net pre tax earnings
         but in no event shall such amount exceed the Executive's Base Salary on
         an annualized basis.

    1.6  Expenses. During the Employment Term, Executive shall be reimbursed for
         all  reasonable  business  expenses  incurred  and paid by Executive in
         providing  services  on  behalf  of  the  Company.  An  expense  report
         detailing  such  expenses  with such  supporting  documentation  as the
         Company may reasonably require (the "Expense Report") must be submitted
         to the Company prior to the Company's reimbursement of such expense.

    1.7  Vacations,  Holidays, and Sick Leave. Each year, the Executive shall be
         entitled to a minimum of twenty days of paid vacation with full pay. In
         addition,  Executive  shall be entitled to take the following  holidays
         with full pay: New Years Day,  Martin Luther King Day,  Presidents Day,
         Memorial Day,  Independence Day, Labor Day, Veterans Day,  Thanksgiving
         Day, and Christmas  Day.  Employee  shall also be entitled to be absent
         from  employment  due to  illness  for ten days per year with full pay.
         Employee's  vacation and sick leave shall be taken in  accordance  with
         the  Company's  policies,  as  amended  from time to time,  for  senior
         executive officers.
<PAGE>

2.       Confidential Information.
         ------------------------

    2.1  Executive  recognizes  and  acknowledges  that by reason of Executive's
         employment  by and  service  to the  Company  before,  during  and,  if
         applicable,  after the Employment  Term,  Executive will have access to
         certain  confidential  and  proprietary  information  relating  to  the
         Company's business,  as well as the businesses,  which may include, but
         is not limited to, trade secrets, trade "know-how," product development
         techniques and plans, formulas,  customer lists and addresses, cost and
         pricing  information,  marketing  and sales  techniques,  strategy  and
         programs,  computer  programs and software  and  financial  information
         (collectively  referred to as  "Confidential  Information").  Executive
         acknowledges  that such  Confidential  Information  is a  valuable  and
         unique asset of the Company,  and Executive covenants that he will not,
         unless expressly  authorized in writing by the Company, as the case may
         be, at any time  during the course of  Executive's  employment  use any
         Confidential  Information  or  divulge  or  disclose  any  Confidential
         Information  to any person,  firm or  corporation  except in connection
         with the  performance  of  Executive's  duties for the Company and in a
         manner consistent with the Company's  policies  regarding  Confidential
         Information.  Executive  also  covenants  that at any  time  after  the
         termination of such employment, directly or indirectly, he will not use
         any  Confidential  Information or divulge or disclose any  Confidential
         Information to any person, firm or corporation, unless such information
         is in the public  domain  through no fault of  Executive or except when
         required to do so by a court of law, by any governmental  agency having
         supervisory  authority  over  the  business  of the  Company  or by any
         administrative or legislative body (including a committee thereof) with
         apparent  jurisdiction to order Executive to divulge,  disclose or make
         accessible such information.


         All written Confidential Information (including, without limitation, in
         any computer or other electronic format),  which comes into Executive's
         possession  during the course of Executive's  employment,  shall remain
         the  property of the Company as the case may be.  Except as required in
         the  performance  of  Executive's  duties  for the  Company,  or unless
         expressly  authorized  in writing by the Company,  Executive  shall not
         remove  any  written   Confidential   Information  from  the  Company's
         premises,  or the premises of the other,  as the case may be, except in
         connection with the performance of Executive's  duties for the Company,
         as the  case  may be,  and in a manner  consistent  with the  Company's
         policies  regarding  Confidential  Information.   Upon  termination  of
         Executive's  employment,  the Executive agrees to return immediately to
         the Company, as the case may be, all written  Confidential  Information
         (including,  without  limitation,  in any computer or other  electronic
         format) in Executive's  possession.  Nothing in this paragraph 2 or any
         of its subparts applies to any Confidential  Information  acquired as a
         result of Executive's ownership,  management,  operations,  control, or
         participation in Coast Communications, Inc.
<PAGE>

3.   Non-Competition; Non-Solicitation.
     ---------------------------------

    3.1  During  Executive's  employment  by the  Company,  Executive  will not,
         except  with the  prior  written  consent  of the  Board,  directly  or
         indirectly, own, manage, operate, join, control, finance or participate
         in the ownership, management, operation, control or financing of, or be
         connected  as an  officer,  director,  Executive,  partner,  principal,
         agent,  representative,  consultant  or  otherwise  or  use  or  permit
         Executive's  name  to be used  in  connection  with,  any  business  or
         enterprise  (a  "Competitor")   which  competes  with  the  Company  or
         generates,  directly or indirectly,  for itself or others revenues from
         the  type of  product  and  services  provided  by the  Company  or its
         affiliates  during  Executive's  employment by the Company.  Nothing in
         this  paragraph  3 or  any  of  its  subparts  applies  to  Executive's
         ownership,  management,  operations, control, or participation in Coast
         Communications, Inc.

    3.2  The  foregoing  restrictions  shall not be  construed  to prohibit  the
         ownership  by  Executive of less than five percent (5%) of any class of
         securities of any corporation  which is a Competitor  having a class of
         securities  registered pursuant to the Securities Exchange Act of 1934,
         as  amended  (the  "Exchange   Act"),   provided  that  such  ownership
         represents  a passive  investment  and that neither  Executive  nor any
         group of persons  including  Executive in any way,  either  directly or
         indirectly,  manages  or  exercises  control  of any such  corporation,
         guarantees any of its financial  obligations,  otherwise takes any part
         in  its  business,  other  than  exercising  Executive's  rights  as  a
         shareholder, or seeks to do any of the foregoing.

    3.3  Executive  further   covenants  and  agrees  that  during   Executive's
         employment by the Company and for the period of twenty-four (24) months
         thereafter,  Executive will not,  directly or indirectly,  (i) solicit,
         divert,  take away, or attempt to solicit,  divert or take away, any of
         the  Company's  customers or (ii)  encourage any customer to reduce its
         patronage of the Company.

    3.4  Without limiting the generality of the foregoing, Executive agrees that
         during  Executive's  employment  by the  Company  and for the period of
         twenty-four  (24)  months   thereafter,   he  will  not,   directly  or
         indirectly,  solicit any customer to retain from any other person, firm
         or entity any services of a type  generally  similar to or  competitive
         with the product  and/or  services of the Company  during the period of
         Executive's employment by the Company.

    3.5  Executive  further   covenants  and  agrees  that  during   Executive's
         employment by the Company and for the period of twenty-four (24) months
         thereafter,  Executive  will not,  directly or  indirectly,  solicit or
         hire, or encourage the  solicitation or hiring of any person who was an
         Executive  of the  Company at any time  during the term of  Executive's
         employment  by the Company by any  employer  other than the Company for
         any position as an  Executive,  independent  contractor,  consultant or
         otherwise

<PAGE>

4.       Equitable Relief.
         ----------------

    4.1. Executive  acknowledges and agrees that the  restrictions  contained in
         Sections 2 and 3 are  reasonable  and necessary to protect and preserve
         the  legitimate  interests,  properties,  goodwill  and business of the
         Company, that the Company would not have entered into this Agreement in
         the absence of such  restrictions and that  irreparable  injury will be
         suffered by the Company should  Executive  breach any of the provisions
         of those sections.  Executive  represents and acknowledges  that (i) he
         has been  advised  by the  Company  to  consult  Executive's  own legal
         counsel  in  respect  to this  Agreement  and (ii) that he has had full
         opportunity,  prior to  execution  of this  Agreement,  to review  this
         Agreement thoroughly with Executive's legal counsel.

    4.2. Executive  further  acknowledges and agrees that a breach of any of the
         restrictions  in Sections 2 and 3 cannot be adequately  compensated  by
         monetary  damages.  Executive agrees that the Company shall be entitled
         to preliminary and permanent  injunctive relief,  without the necessity
         of proving actual  damages,  as well as an equitable  accounting of all
         earnings,  profits and other  benefits  arising  from any  violation of
         Sections  2 or 3  hereof,  which  rights  shall  be  cumulative  and in
         addition  to any other  rights or  remedies to which the Company may be
         entitled.  The parties  specifically  acknowledge  that nothing in this
         paragraph 4 or any of its subparts  applies to  Executive's  ownership,
         management,    operations,   control,   or   participation   in   Coast
         Communications,  Inc. 4.3 Executive irrevocably and unconditionally (i)
         agrees that any suit,  action or other legal proceeding  arising out of
         Sections  2 or 3 hereof,  including,  without  limitation,  any  action
         commenced  by the  Company for  preliminary  and  permanent  injunctive
         relief and other  equitable  relief,  may be brought in Maricopa County
         Superior Court; (ii) consents to the exclusive jurisdiction of any such
         court in any such suit, action or proceeding (iii) or in arbitration in
         Mesa Arizona r; and (iiii)  waives any  objection  which  Executive may
         have to the laying of venue of any such suit,  action or  proceeding in
         any such court.

    4.4  Executive  agrees  that for a period  of five (5) years  following  the
         termination  of Executive's  employment by the Company,  Executive will
         provide,  and that at all times  after the date  hereof the Company may
         similarly provide, a copy of Sections 2 and 3 hereof to any business or
         enterprise (i) which Executive may directly or indirectly own,  manage,
         operate,  finance,  join,  control  or  participate  in the  ownership,
         management,  operation,  financing  or  control  of, or (ii) with which
         Executive may be connected as an officer, director,  employee, partner,
         principal,  agent,  representative,  consultant  or  otherwise,  or  in
         connection with which Executive may use or permit  Executive's  name to
         be used;  provided,  however,  that this  provision  shall not apply in
         respect of Section 3 hereof  after  expiration  of the time  period set
         forth therein.  The parties  specifically  acknowledge  that nothing in
         this  subparagraph  applies  to  Executive's   ownership,   management,
         operations, control, or participation in Coast Communications, Inc.
<PAGE>

5.  Termination.  The Employment Term shall terminate upon the occurrence of any
one of the following events:

    5.1  Disability.  The Company may terminate the Employment Term if Executive
         is   unable   substantially   to   perform   Executive's   duties   and
         responsibilities  hereunder to the full extent required by the Board by
         reason of illness,  injury or incapacity (a "Disability") for three (3)
         consecutive  months,  or for more than six (6) months in the  aggregate
         during  any  period of twelve  (12)  calendar  months.  If the  Company
         terminates  Executive's Employment Term for any reason authorized under
         this  subparagraph,  Executive  shall be entitled to the  following:(i)
         immediate delivery of twelve (12) months' salary to Employee;  (ii) all
         expenses as submitted  and  verifiable  by  Employee;  (iii) a pro rata
         bonus,  if any,  for the year of  termination;  (iv) any other  amounts
         earned,  accrued or owing but not yet paid under  Section 1 above;  (v)
         the continued right to exercise any vested stock option,  if any, for a
         period of one (1) year following the date of  Executive's  termination;
         (vi) continued participation for the


         Remaining Employment Term in that Benefit Coverage's in which Executive
         was  participating  on the date of termination,  which, by their terms,
         permit a former employee to  participate;  and (vii) any other benefits
         in  accordance  with  applicable  plans and  programs  of the  Company.
         Company shall make all payments owed under this subparagraph  within 10
         business  days  of  terminating  Executive's  Employment  Term  for any
         disability.  Upon  making  all  payments  and  providing  all  benefits
         required  under this  subparagraph,  the Company  shall have no further
         liability  or  obligation  to  Executive  for  compensation  under this
         Agreement except as otherwise  specifically provided in this Agreement.
         Executive  agrees, in the event of a dispute under this Section 5.1, to
         submit to a physical  examination by a licensed  physician  selected by
         the Board,  provided that  Executive's  own physician may be present at
         Executive's request and sole expense.

    5.2  Death.  The Employment Term shall terminate in the event of Executive's
         death. In such event,  the Company shall pay to Executive's  executors,
         legal representatives or administrators, as applicable, an amount equal
         to the installment of Executive's  Base Salary set forth in Section 1.3
         hereof for the year in which Executive dies and a pro rata share of any
         annual  bonus to which  Executive  would  otherwise be entitled for the
         year in which such death occurs. In addition,  Executive's estate shall
         be entitled to (i) any other amounts  earned,  accrued or owing but not
         yet paid under Section 1 above;  (ii) the  continued  right to exercise
         any vested stock option for a period of one (1) year following the date
         of death;  and (iii) any other benefits in accordance  with  applicable
         plans and  programs of the Company.  The Company  shall have no further
         liability or obligation under this Agreement to Executive's  executors,
         legal  representatives,  administrators,  heirs or assigns or any other
         person  claiming  under  or  through   Executive  except  as  otherwise
         specifically provided in this Agreement.
<PAGE>

    5.3  Cause.  The Company may terminate the Employment Term, at any time, for
         "cause"  upon  thirty  (30) days'  written  notice,  in which event all
         payments  under this Agreement  shall cease,  except for Base Salary to
         the extent already  accrued.  In addition,  Company shall pay Executive
         twelve (12) months'  additional  salary  within 10 business days of any
         termination  for cause.  For  purposes of this  Agreement,  Executive's
         employment  may be terminated for "cause" (i) if Executive is convicted
         of a felony;  (ii) any material neglect or breach of duty by Executive,
         or any failure by  Executive to perform such duties as may be delegated
         to  Executive  from time to time;  (iii) any willful  breach of duty by
         Executive in the course of his employment;  (iv) any material breach of
         any  provision  of this  Agreement;  or (v)  Executive  commits  theft,
         larceny,  embezzlement,  or fraud, any acts of dishonesty,  illegality,
         moral turpitude or gross  mismanagement  as determined in good faith by
         the Board.

     5.4 Termination  Without Cause.  The Company may remove  Executive,  at any
         time prior to the end of the  Employment  Term,  without cause from the
         position in which  Executive is employed  hereunder  (in which case the
         Employment Term shall be deemed to have ended) upon not less than sixty
         (60) days' prior written notice to Executive;  provided,  however, that
         in the event  that such  notice is given,  Executive  shall be under no
         obligation  to render  any  additional  services  to the  Company  and,
         subject to the provisions of Section 3 hereof, shall be allowed to seek
         other employment. Upon any such removal, Executive shall be entitled to
         receive as liquidated damages for the failure of the

         Company to continue to employ  Executive,  (a) the prorated  payment of
         Employee's salary through the date of termination to the extent not yet
         paid; plus twelve (12) months'  additional salary to Employee.  (b) The
         payment of any bonus or  incentive  compensation  earned in  accordance
         with this  Agreement  through the date of termination to the extent not
         yet paid; (c) the payment of accrued and unused  vacation and sick time
         through  the  date  of  termination;  (d)  the  payment  of any  unpaid
         reimbursable  business  expenses incurred and documented by Employee in
         accordance with this  Agreement;  and any amount due to Executive under
         the Company's then-current  severance pay plan for employees.  No other
         payments or benefits shall be due under this Agreement to Executive.

6.   Survivorship.   The  respective  rights  and  obligations  of  the  parties
     hereunder shall survive any  termination of the  Executive's  employment to
     the  extent  necessary  to the  intended  preservation  of such  rights and
     obligations.
<PAGE>

7.   Notices. All notices,  requests, demands and other communications hereunder
     shall be in  writing  and shall be deemed  to have  been  duly  given  when
     delivered personally, by facsimile transmission,  or when mailed, by United
     States  certified  or  registered  mail,  prepaid,  to the parties or their
     assignees at the following addresses or facsimile numbers (or at such other
     address as shall be given in writing by any party):

If to the Company:
TCPD
Attn:    Board of Directors
c/o Dennis H. Johnston, Esq.
9171 Wilshire Boulevard, Suite B
Beverly Hills, California 90210
Telephone:        310-281-2571
Facsimile:        310-278-0457

If to Executive:

Ernest G. McKay

1030 S. Mesa Drive
Mesa, Arizona 85210
Telephone: 480-813-8371
Facsimile:  480-834-0231  or to such other names or  addresses as the Company or
Executive,  as the case may be,  shall  designate by notice to each other person
entitled to receive notices in the manner specified in this section.

8.   Arbitration;  Expenses. In the event of any dispute under the provisions of
     this  Agreement  other  than a  dispute  in  which  the sole  relief  is an
     equitable  remedy such as an  injunction,  the parties shall be required to
     have the dispute,  controversy  or claim settled by arbitration in the City
     of Mesa,  Arizona  in  accordance  with the  rules  then in  effect  of the
     American Arbitration  Association.  The fees and costs of arbitration shall
     be borne equally by Employee and the Company, except that the Company shall
     advance all costs of the  arbitration  subject to later  allocation  by the
     arbitrator,  and Employee and the Company shall each pay their own attorney
     fees or  costs  of  representation,  subject  to  later  allocation  by the
     arbitrator.

9.   Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the laws of the State of Arizona as if this  Agreement was
     to be performed  entirely  within the State of Arizona by residents of such
     State, and without reference to principles of conflicts of laws.

10.  Further  Assurances.  Each of the parties agrees that from time to time, at
     the  request  of any  other  party and  without  further  consideration  or
     consent,  they will execute and deliver such additional  instruments as any
     other party may  reasonably  request as are  necessary  to  effectuate  the
     purposes of this Agreement.
<PAGE>

11.  Attorneys'  Fees. In the event any  litigation,  arbitration,  mediation or
     other proceeding ("Proceeding") is initiated by any party (ies) against any
     other party (ies) to enforce,  interpret  or otherwise  obtain  judicial or
     quasi-judicial  relief in connection  with this  Agreement,  the prevailing
     party  (ies) in such  Proceeding  shall be  entitled  to  recover  from the
     unsuccessful  party (ies) (a) all costs,  expenses,  actual  attorneys' and
     expert witness fees, relating to or arising out of such Proceeding (whether
     or not such Proceeding proceeds to judgment),  and (b) any post-judgment or
     post-award proceeding,  including,  without limitation,  one to enforce any
     judgment or award resulting from any such Proceeding.  Any such judgment or
     award  shall  contain a specific  provision  for the  recovery  of all such
     subsequently incurred costs, expenses, actual attorneys' and expert witness
     fees.  The  arbitrator(s)  or court shall  determine who is the  prevailing
     party,  whether  or not  the  dispute  or  controversy  proceeds  to  final
     judgment.  Company and Executive expressly acknowledge that this section is
     not intended to in any way alter the parties'  agreement  that  arbitration
     shall be the  exclusive  method of  resolving  any dispute  related to this
     Agreement  or  Executive's  employment  with the  Company  as set  forth in
     Section 7. Company and Executive  agree that the reference to litigation in
     this  section is  included  so that the  prevailing  party can  recover its
     attorneys'  fees and costs if (a) either party files a lawsuit in violation
     of  Section  7 (e.g.,  fees and  costs  incurred  obtaining  a court  order
     compelling  arbitration);  or  (b)  a  court  rules  that  the  arbitration
     provision in Section 7 is unenforceable for any reason.

12.  Entire Agreement. All prior agreements,  representations and understandings
     between the parties are  incorporated  in this  Agreement and schedules and
     exhibit hereto,  which together  constitute the entire contract between the
     parties. The terms of this Agreement are intended by the parties as a final
     expression  of their  agreement  with respect to such terms as are included
     herein  and  may  not  be   contradicted   by  evidence  of  any  prior  or
     contemporaneous   written   or   oral   representations,    agreements   or
     understandings, whether express or implied. The parties further intend that
     this  Agreement  constitutes  the complete and  exclusive  statement of its
     terms and that no extrinsic  evidence  whatsoever  may be introduced in any
     judicial  proceeding,  if any,  involving this  Agreement.  No amendment or
     variation  of the terms of this  Agreement  shall be valid  unless  made in
     writing and signed by each of the parties.

13.  Venues and  Jurisdiction.  For  purposes  of venue and  jurisdiction,  this
     Agreement  shall be deemed made and to be performed in the City of Mesa, in
     the county of Maricopa, in the state of Arizona.

14.  Counterparts;  Facsimile.  This  Agreement  may be  executed in one or more
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same  instrument.  This Agreement may
     be executed by facsimile  (with originals to follow by United States mail),
     and  such  facsimile  shall  be  conclusive  evidence  of the  consent  and
     ratification of the signatories hereto.

15.  Headings.  The headings of the various Sections of this Agreement have been
     inserted  only for  convenience  and shall  not be deemed in any  manner to
     modify or limit any of the  provisions of this  Agreement or be used in any
     manner in the interpretation of this Agreement.

16.  Interpretation.  Whenever  the context so  requires,  all words used in the
     singular  shall be  construed  to have  been used in the  plural  (and vice
     versa),  each gender shall be construed to include any other  genders,  and
     the word  "person"  shall be  construed  to  include  a natural  person,  a
     corporation,  a firm, a partnership, a joint venture, a trust, an estate or
     other entity.
<PAGE>

17.  Severability. If any provision of this Agreement shall be declared invalid,
     illegal or unenforceable, such provision shall be severed and all remaining
     provisions shall continue in full force and effect.

18.  Successors-in-Interest  and Assigns.  This Agreement  shall be binding upon
     and shall inure to the benefit of the successors-in-interest and assigns of
     each party to this Agreement,  except that the duties and  responsibilities
     of Executive hereunder are of a personal nature and shall not be assignable
     or  delegable  in whole or in part by  Executive.  Nothing in this  Section
     shall  create any rights  enforceable  by any other  persons not a party to
     this Agreement,  unless such rights are expressly granted in this Agreement
     to other specifically identified persons.

19.  Amendments and Waiver. This Agreement may not be amended and the observance
     of any term of this Agreement may not be waived  (either  generally or in a
     particular  instance and neither  retroactively or prospectively),  without
     the written consent of the parties hereto.

20.  Beneficiaries;  References.  Executive  shall be  entitled,  to the  extent
     permitted  under any applicable  law, to select and change a beneficiary or
     beneficiaries    to   receive   any   compensation   or   benefit   payable
     hereunder-following  Executive's death by giving the Company written notice
     thereof.  In the event of Executive's death or a judicial  determination of
     Executive's incompetence, reference in this Agreement to Executive shall be
     deemed, where appropriate,  to refer to Executive's beneficiary,  estate or
     other legal representative.

IN  WITNESS  WHEREOF,  the  undersigned,  intending  to be legally  bound,  have
executed this Agreement as of the date first above written.

Telecommunication Products, Inc.,
a Colorado corporation

By: ______________________________
     Robert Russell
     Director and Chief Executive Officer

Executive, an individual

By: ______________________________
     Ernest G. McKay, Vice President of HMN

</TEXT>
</DOCUMENT>
