EMPLOYMENT AGREEMENT

                              EMPLOYMENT AGREEMENT

         This Agreement is entered into between Alan Kobran ("Employee") and

ICOA, Inc. ("Company") as of July ___, 2005, upon the following terms and

conditions:

     1.   Duties;   At-Will   Employment.   Employee   will   perform for Company such

duties as may be   designated   by Company   from time to time.   Employee is hereby

retained by Company for no specified   term,   and may be terminated by Company at

any time, with or without cause, and with or without notice. Similarly, Employee

may terminate   Employee's   employment   with Company at any time, with or without

cause, and with or without notice.

     2.   Compensation.   In exchange for the services   Employee   will perform for

Company, the Company agrees to provide the following compensation to Employee:

     2.1 Salary.   Employee   shall be paid an annual salary of $120,000,   payable

semi-monthly.

     2.2   Severance.   In the event   that   Employee's   employment   is   terminated

involuntarily   without   Cause   prior   to June   30,   2006,   or if the   Employee's

employment is Constructively   Terminated,   as hereinafter defined, Employee will

be entitled to a severance   payment   equivalent to the salary rate   specified in

Section 2.1 or such salary rate as Employee is being paid just prior to the date

of termination,   whichever is greater, plus the highest amount of any cash bonus

paid to   Employee   through   June 30,   2006 (pro rata for the   period   since such

bonus), to be payable by lump sum upon separation of employment. In addition, in

the event Employee's   employment is terminated   involuntarily   without Cause any

time after June 30, 2006,   Employee shall be paid a severance payment equal such

amount as is provided for other senior   management of Company,   by lump sum upon

separation   of   employment.   "Cause"   means (i)   incompetence,   fraud,   personal

dishonesty,   embezzlement or acts of gross negligence or gross misconduct on the

part of   Employee in the course of his or her   employment   or   services,   (ii) a

Employee's   engagement in conduct that is   materially   injurious to the Company,

(iii) a   Employee's   conviction   by a court of   competent   jurisdiction   of,   or

pleading   "guilty" or "no contest" to, (x) a felony,   or (y) any other   criminal

charge (other than minor traffic   violations) which could reasonably be expected

to have a material adverse impact on the Company's or an Affiliate's   reputation

or business;   (iv) public or consistent drunkenness by a Employee or his illegal

use of narcotics which is, or could reasonably be expected to become, materially

injurious to the   reputation or business of the Company or an Affiliate or which

impairs,   or could   reasonably   be   expected   to impair,   the   performance   of a

Employee's duties to the Company; or (v) willful failure by a Employee to follow

the lawful   directions of a superior   officer or the Board. For purposes of this

Agreement, Constructive Termination means the material failure of the Company to

comply with its obligations   under this   agreement,   any reduction of Employee's

responsibilities   or authority   without his consent,   relocation   of   Employee's

principal   place of   business   more   than 25 miles   from his   existing   place of

business,   a reduction in compensation   without Employee's consent or Employee's

termination   for   qualifying   or   disclaiming    certifications    or   withholding

certifications   where Employee believes and timely documents the reasons why, in

his professional   opinion,   it is not appropriate to give the certifications the

Company or third parties seek.

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     2.3   Benefits.   Employee is eligible   for bonus plan   participation,   group

health insurance, 401(k) plan participation, vacation/PTO, expense reimbursement

and other benefits as they are offered to senior management of the Company.   The

Company shall issue   Employee a stock option grant for 1.2 million shares of the

Company's common stock, under the Company's 2005 Stock Incentive Plan, effective

on the date hereof.

     3.   Confidentiality and Proprietary   Information.   Employee and the Company

agree that the following   confidentiality and proprietary   information terms and

conditions shall govern their relationship:

     3.1 Definition of Confidential Information.   "Confidential   Information" as

used in this   Agreement   shall mean valuable   information   concerning   Company's

business which is not generally known to the public and is disclosed to Employee

during the period of and pursuant to the scope of his   employment   with Company.

"Confidential   Information" shall include trade secrets,   know-how,   inventions,

techniques,   processes,   algorithms,   software   programs,   schematics,   software

source documents,   contracts,   customer lists, financial