EMPLOYMENT AND NON DISCLOSURE AGREEMENT

 

                                                                EXHIBIT 10.45

                    EMPLOYMENT AND NON DISCLOSURE AGREEMENT

        THIS EMPLOYMENT AND NON DISCLOSURE AGREEMENT ("Agreement") is made,
entered into and effective as of this 1st day of April, 1996, by and between
UStel, Inc. ("Employer"), and Dan Knoller, an individual ("Employee"), with
reference to the following facts:

                                R E C I T A L S

        WHEREAS Employee has been employed under an informal employment
agreement with Employer since the date first set forth above;

        WHEREAS Employee previously was engaged by Employer as an independent
contractor from January 1, 1994 through December 31, 1995 (the "Independent
Agent Relationship");

        WHEREAS, pursuant to the Independent Agent Relationship, Employee had
been receiving, through December 31, 1995, commissions as his primary
compensation from Company for the independent contractor services he had been
providing;

        WHEREAS, the parties have agreed to terminate Employee's Independent
Contractor's relationship effective as of December 31, 1995 and to employ
Employee as of January 1, 1996;

        WHEREAS the parties hereto wish to formalize the employment
relationship as more fully set forth herein;

        WHEREAS, as a result of both Employee's employment with Employer, and
the Independent Agent Relationship, Employee has acquired knowledge of
Employer's trade secrets, including confidential information concerning product
and service marketing plans and strategy, pricing policies, customer needs and
peculiarities, and customer lists and detailed information regarding Employer's
technology incorporated in Employer's products and services (the "Trade
Secrets");

        WHEREAS, Employer desires that Employee be employed as set forth herein,
such employment to become effective on the date first set forth above; and

        WHEREAS, Employee is willing to be employed by Employer as described
under the terms and conditions herein stated;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, it is hereby agreed by
and between the parties hereto as follows:

        1.      Employment, Services, and Duties

                1.1  Employer hereby employs Employee and Employee hereby
agrees to perform the services of Executive Vice President Business Affairs,
with the duties consistent therewith.  Employee agrees to devote all of his
efforts, and shall devote a minimum of forty hours (40) per week (during
regular business hours) to rendering the services for which Employee has been
hired.  Employee shall not engage in any other activity which conflicts with or
otherwise might be deemed a business opportunity of UStel during the term of
this Agreement.  Employee shall render his services to Employer by and subject
to the instructions and directions of Employer's Chief Executive Officer to
whom Employee shall directly report.

        2.      Term and Termination

                2.1  Unless sooner terminated pursuant to Paragraph 2.2 hereof,
Employee's employment shall commence on the date first set forth above and
shall continue for a period of one year unless extended by the mutual agreement
of Employer and Employee (the "Term").

                2.2  Employee's employment shall terminate prior to the
expiration of the Term upon the happening of any of the following events:

                     (a)  Upon the death of Employee;

                     (b)  For cause by the Employer, that is to say only:

                          (i)  if Employee is convicted of (or pleads nolo
contendere to) or at any time prior to employment by Employer, has been
convicted of (or pled nolo contendere to) a crime of dishonesty or breach of
trust or crime leading to incarceration of more than ninety (90) days
(including, without limitation, embezzlement or theft from Employer) or the
payment of a penalty or fine of $10,000 or more;

                          (ii)  upon a determination by Employer that Employee
has engaged in willful misconduct in the performance of his duties under this
Agreement or has refused to perform the services which he has been hired to
perform, or has committed an act of fraud, theft or dishonesty against Employer;

                          (iii)  if Employee engages or participates, in any
manner, in any business which competes with or would otherwise be deemed a
business opportunity of Employer;

                          (iv)  if Employee has materially breached any of the
terms of this Agreement or any other material legal obligation to Employer
including, without limitation, a breach of trust or fiduciary duty involving
Employer or a material violation of policies or procedures of Employer and has
not cured any such breach within thirty (30) days after having been given
written notice thereof by Employer; or

                     (v)  any determination of "cause" as used in this Section
2.2(b) shall be made only in good faith by an affirmative majority vote of the
Board of Directors of the Employer;

                (d)  By mutual agreement between Employer and Employee; or

                (e)  Without cause, by Employer or at Employee's option upon a
change in control of Employer (e.g. there is a change in the beneficial
ownership of the controlling equity of Employer sufficient to elect a majority
of the Board of Directors.)

        2.3  Except for the remaining obligations set forth in Sections 7, 8, 9
and 10 herein, in the event that Employee's employment is terminated pursuant
to Sections 2.2(a), (b), (c) or (d) herein, neither Employer or Employee shall
have any remaining duties or obligations hereunder, except that Employer shall
pay to Employee, or his representatives, on the date of termination of
employment ("Termination Date").

                (i)  such compensation as is due pursuant to Section 3.1(a)
herein, prorated through the Termination Date; and

                (ii)  expense reimbursements due and owing to Employee as of
the Termination Date.

        2.4  Except for the remaining obligations set forth in Sections 7, 8, 9
and 10 herein, in the event that Employee's employment is terminated pursuant
to Section 2.2(e) (without cause or pursuant to Employee's option upon a change
in control), neither Employer nor Employee shall have any remaining duties or
obligations hereunder, except that Employer shall pay to Employee, or his
representatives, on the Termination Date.

                (i)  in one lump sum, all such compensation as is due pursuant
Section 3.1(a) through the Term.

                (ii)  whatever non-discretionary bonus or incentive
compensation is provided by any plan for the year of termination, prorated
through the Termination Date; and

                (iii)  expense reimbursements, if any, due and owing to
Employee as of the Termination Date.

        2.5   There is no Section 2.5.
        2.6   There is no Section 2.6.

        2.7   This Agreement shall not be terminated by any:

              (a)  Merger, whether the Employer is or is not the surviving
corporation; or

               (b) Transfer of all or substantially all of the assets or capital
stock of the Employer.

        2.8    In the event of any merger, transfer of assets or capital stock,
dissolution, liquidation, or consolidation, the surviving corporation or
transferee, as the case may be, shall be bound by and shall have the benefits
of this Agreement, and the Employer shall take all action to ensure that such
corporation or transferee is bound by the provisions of this Agreement, provided
however, that upon a change of control Employee may terminate his employment
pursuant to Section 2.2(e) above.

   3.   Compensation

        3.1    As the total consideration for the services which Employee agrees
to render hereunder, Employee is entitled to the following:

              (a)  An annual salary ("Salary") of Ninety Six Thousand Dollars
($96,000) in year one of the Agreement, payable in equal installments monthly
on those days when Employer normally pays its employees, said Salary to be
subject to annual review.

              (b)  Employee shall be entitled to standard vacations based on
number of years of employment with Employer.  Employer's vacation shall be under
Employer's usual policies applicable to all employees.

              (c)  Such other benefits as the Board of Directors of Employer,
in its sole discretion, may from time to time provide.

        3.2   Employer shall have the right to deduct from the compensation
due to Employee hereunder any and all sums required for social security and
withholding taxes and for any other federal, state, or local tax or charge
which may be in effect or hereafter enacted or required as a charge on the
compensation of Employee.

        3.3  The commission agreement previously entered into between the
parties shall be deemed terminated as of the date first set forth above.  Any
and all sums payable to Employee thereunder through December 31, 1995 shall be
paid within 60 days of the date of this Agreement.

        4.      Options
                
                4.1     Employee shall be entitled to participate in either
Employer's 1993 Stock Option Plan or a separate plan consistent herewith (in
which case this Section 4 shall constitute such separate plan), pursuant to
which Employee shall receive the following incentive stock options in year one
of the Agreement.

                        (a)  As a finder's fee for introducing Employer to
Euronet and Telrad, 100,000 shares of Employer's common stock, at an exercise
price of Five Dollars ($5.00) per share, which shall be deemed to have vested
on April 1, 1996, subject to adjustment as set forth in Schedule "A" hereto;

                        (b)  Employee shall grant an irrevocable proxy for
three (3) years in favor of Noam Schwartz on any shares derived from the
exercise of the options granted pursuant to this Section 4.1 of this Agreement;

                        (c)  Employee shall not sell, transfer or hypothecate
any shares derived from the exercise of the options granted pursuant to this
Section 4.1 unless and until Employer files a registration statement under the
appropriate SEC form (S1 or S3) in which case these shares shall be included in
such registration, such Form shall be filed on the sooner of when management
options are registered with the SEC or two (2) years from the date hereof.

                        (d)  All shares derived from the exercise of options
granted pursuant to this Section 4.1 will be restricted and subject to Rule
144.  The options granted hereunder shall be non-transferable except by will or
descent to the estate of Employee.

                        (e)  The aggregate number of shares subject to the
options granted pursuant to this Section 4.1 shall be proportionately adjusted
for any increase or decrease in the number of outstanding shares of Stock of
Employer resulting from a subdivision or consolidation of shares or any other
capital adjustment or the payment of a stock dividend or any other increase or
decrease in the number of such shares effected without the Employer's receipt
of consideration therefor in money, services or property.

                        (f)  All options granted hereunder shall vest upon a
change of control or upon the occurrence of any event described in Section 2.8
above.

                4.2     Notwithstanding Section 3.1(b)(1).  Employee shall be
entitled to participate in Employee incentive stock options, such options to be
deteremined by the Board of Directors in their discretion.

        5.      Expenses

                5.1     Subject to the limitations set forth in Paragraph 3.2
above, Employer shall reimburse Employee for all travel, lodging, office,
entertainment and other miscellaneous out-of-pocket expenses reasonably incurred
by him in connection with the performance of the services to be rendered
hereunder.  Employee shall be required to obtain Employer's prior written
consent for any expense or aggregate expenses exceeding $500.00 in any given
month.  Such reimbursement shall be promptly made upon presentation to Employer,
provided that:

                        (a)     Each such expenditure is of a nature qualifying
it as a proper deduction of the Federal and State Income Tax Return of Employer;
and

                        (b)     Employee furnishes to Employer adequate records
and other documentary evidence required by Federal and State statutes and
regulations issued by the appropriate taxing authorities for the substantiation
of each such expenditure as an income tax deduction.

        6.      Section 6 Intentionally Omitted

        7.      Non-Competition

                (a)     During the term of this Agreement, Employee shall not,
directly or indirectly, engage or participate in, prepare or set up, assist or
have any interest in any person, partnership, corporation, firm, association, or
other business organization, entity or enterprise (whether as an employee,
officer, director, agent, security holder, creditor, consultant or otherwise)
that engages in any activity, which is the same as, similar to, or competitive
with any activity now engaged in by Employer or in any way relating to the
business currently conducted by Employer in those geographic areas where
Employer conducts its business.

                (b)     Nothing contained in this Agreement shall be deemed to
preclude Employee from purchasing or owning, directly or beneficially, as a
passive investment, one percent (1%) or less of any class of a publicly traded
security of any entity, if he does not actively participate in or control,
directly or indirectly, any investment or other decisions with respect to such
entity.

        8.      Confidentiality

                Employee shall keep all Trade Secrets confidential; use Trade
Secrets only in the course of his duties hereunder; maintain in trust, as
Employer's property, all documents concerning Employer's business, including his
own work papers of any kind including telephone directories and notes, and any
and all copies thereof in his possession or under his control; and transfer to
Employer all documents that belong to Employer and any and all copies that are
in his possession or under his control when his Employment terminates, or at any
other time upon request by Employer.

        9.      Injunctive Relief

                Employee hereby acknowledges and agrees that it would be
difficult to fully compensate Employer for damages resulting from the breach or
threatened breach of Sections 7 and 8 herein and, accordingly, that Employer
shall be entitled to temporary and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, to
enforce such Sections without the necessity or proving actual damages therewith.
This provision with respect to injunctive relief shall not, however, diminish
Employer's right to claim and recover damages or enforce any other of its legal
and/or equitable rights or defenses.

        10.     Severable Provisions

                The provisions of this Agreement are severable and if any one or
more provisions may be determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions, and any partially unenforceable
provisions to the extent enforceable, shall nevertheless be binding and
enforceable.

        11.     Binding Agreement

                This Agreement shall inure to be benefit of and shall be binding
upon Employer, its successors and assigns.

        12.     Captions

                The Section captions are inserted only as a matter of
convenience and reference and in no way define, limit or describe the scope of
this Agreement or the intent of any provisions hereof.

        13.     Entire Agreement

                This Agreement contains the entire agreement of the parties
relating to the subject matter hereof, and the parties hereto have made no
agreements, representations or warranties relating to the subject matter of this
Agreement that are not set forth otherwise herein.  This Agreement supersedes
any and all prior agreements, written or oral, between Employee and Employer and
its affiliates.  No modification of this Agreement shall be valid unless made in
writing and signed by the parties hereto and unless such writing is made by an
executive officer of Employer.  The parties hereto agree that in no event shall
an oral modification of this Agreement be enforceable or valid.

        14.     Governing Law

                This Agreement shall be governed and construed in accordance
with the laws of the State of Nevada.  Any action arising hereunder shall be
brought in the appropriate court with venue in Las Vegas, Nevada.

        15.     Notices

                All notices and other communications under this Agreement shall
be in writing (including, without limitation, telegraphic, telex, telecopy or
cable communication) and mailed, telegraphed, telexed, telecopied, cabled or
delivered by hand or by a nationally recognized courier service guaranteeing
overnight delivery to a party at the following address (or to such other
address as such party may have specified by notice given to the other party
pursuant to this provision).

                If to the Employer to:

                Noam Schwartz, President
                UStel, Inc.
                2775 South Rainbow Blvd., Ste 102
                Las Vegas, NV 89102
                Telephone: (702) 247-7400
                Facsimile: (702) 247-7447

                If to the Employee, to:

                Dan Knoller
                
                ---------------------------------

                ---------------------------------
                Telephone: 011-972-3-649-6969

All such notices and communications shall, when mailed, telegraphed, telexed,
telecopied, cabled or delivered, be effective three days after deposit in the
mails, delivered to the telegraph company, confirmed by telex answerback,
telecopied with confirmation of receipt, delivered to the cable company,
delivered by hand to the addressee or one day after delivery to the courier
service.

        16.     Attorney's Fees

                In the event that any party shall bring an action or proceeding
in connection with the performance, breach or interpretation hereof, then the
prevailing party in such action as determined by the court or other body having
jurisdiction shall be entitled to recover from the losing party in such action,
as determined by the court or other body having jurisdiction, all reasonable
costs and expense of litigation or arbitration, including reasonable attorney's
fees, court costs, costs of investigation and other costs reasonably related to
such proceeding.

        IN WITNESS WHEREOF, this Employment Agreement is executed as of the day
and year first above written.

"EMPLOYEE"                              "EMPLOYER"

                                         USTEL, INC.

                                         By:
- -----------------------------------          -----------------------------------
DAN KNOLLER                                      Noam Schwartz,
                                         ITS:    President/CEO

                                  SCHEDULE "A"
                          ADJUSTMENT TO STOCK OPTIONS

        The Option being granted to Employee under this Agreement shall be
subject to a credit against exercise price based on the performance of Employee
in procuring telecommunications traffic revenue ("Procured Revenue") for the
Company.  Specifically, Employee shall be entitled to a credit against exercise
price per share for maintaining the certain levels of Procured Revenues, for a
period of 12 months from the date of this Agreement.

        Employee shall maintain a minimum of $250,000.00 per month in Procured
Revenue, without credit against exercise price (the "Base Revenue Level").  For
each additional $200,000.00 in monthly Procured Revenue (without discount or
adjustment) above the Base Revenue Level, which additional monthly revenue must
be maintained (and collected by Company) for a period of 12 months from the date
of this Agreement (April 1, 1996).  Employee shall be entitled to a $1.00 per
share credit against exercise price.  By way of example, if Employee's Procured
Revenue for the period of 12 months from the date of this Agreement is
$450,000.00 per month, and Company actually collects such Procured Revenue,
Employee shall be entitled to a $1.00 per share credit against option exercise
price.

Barry Epling
June 5, 1996
Page Four

        If the terms set forth above accurately reflect the terms of our
agreement, please confirm same by signing and dating this letter in the spaces
below.

Very truly yours,

UStel, Inc.

/s/ Noam Schwartz

Noam Schwartz
President/CEO

/clk

AGREED AND APPROVED:

/s/ Barry Epling                              6/5/96
- --------------------------------------      ----------
Barry Epling, Individually and dba TYC      Date

TYC, Inc., a California corporation

By: /s/ Barry Epling                          6/5/96
    ----------------------------------      ----------
        Barry Epling, its President         Date 

Basic Info:

Name: EMPLOYMENT AND NON DISCLOSURE AGREEMENT
Type: Employment and Non Disclosure Agreement
Date: Sept. 27, 1996
Company: USTEL INC
State: Minnesota

Other info:

Date:

  • 1st day of April , 1996
  • January 1 , 1994
  • January 1 , 1996
  • December 31 , 1995
  • April 1 , 1996
  • June 5 , 1996

Organization:

  • Independent Agent Relationship
  • Board of Directors of Employer
  • Stock of Employer
  • Federal and State Income Tax Return of Employer
  • the State of Nevada
  • UStel , Inc. 2775 South Rainbow Blvd.
  • Base Revenue Level
  • dba TYC Date TYC , Inc.

Location:

  • Nevada
  • Las Vegas
  • California

Money:

  • $ 10,000
  • $ 96,000
  • $ 5.00
  • $ 500.00
  • $ 250,000.00
  • $ 200,000.00
  • $ 450,000.00
  • $ 1.00

Person:

  • DAN KNOLLER Noam Schwartz
  • Noam Schwartz Noam Schwartz
  • Barry Epling

Percent:

  • 1 %