EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 23, 1998

by and between MetroWeb Technologies, Inc., a Delaware corporation with its

principal place of business at _________________ (the "Company"), and

_____________ residing at _______________ (the "Employee").



     The Company desires to employ the Employee, and the Employee desires to be

employed by the Company. In consideration of the mutual covenants and promises

contained herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged by the parties hereto, the parties

agree as follows:



     1.   TERM OF EMPLOYMENT. The Company hereby agrees to employ the Employee,

and the Employee hereby accepts employment with the Company, upon the terms set

forth in this Agreement, for the period commencing on October 23, 1998 (the

"Commencement Date") and ending on October 23, 2001 (such period, as it may be

extended, the "Employment Period"), unless sooner terminated in accordance with

the provisions of Section 4.



     2.   TITLE; CAPACITY. The Employee shall serve as _______ or in such other

position as the Company or its Board of Directors (the "Board") may determine

from time to time. The Employee shall be subject to the supervision of, and

shall have such authority as is delegated to him by the Board.



     The Employee hereby accepts such employment and agrees to undertake the

duties and responsibilities inherent in such position and such other duties and

responsibilities as the Board or its designee shall from time to time reasonably

assign to him and that are commensurate with his title. Beginning no later than

the closing of the Company's initial preferred stock financing, the Employee



agrees to devote his entire business time, attention and energies to the

business and interests of the Company during the Employment Period. The Employee

agrees to abide by the rules, regulations, instructions, personnel practices and

policies of the Company and any changes therein which may be adopted from time

to time by the Company. The Employee acknowledges receipt of copies of all such

rules and policies committed to writing as of the date of this Agreement.



     3.   COMPENSATION AND BENEFITS.



          3.1  SALARY. The Company shall pay the Employee an annual base salary

of $______ for the one-year period commencing on the Commencement Date. Such

salary shall be subject to increase thereafter as determined by the Board.



          3.2  FRINGE BENEFITS. The Employee shall be entitled to participate in

all bonus and benefit programs that the Company establishes and makes available

to its employees, if any, to the extent that Employee's position, tenure,

salary, age, health and other qualifications make him eligible to participate.

The Employee shall be entitled to three weeks paid vacation per year, to be

taken at such times as may be approved by the Board or its designee.



<PAGE>   2



          3.3  REIMBURSEMENT OF EXPENSES. The Company shall reimburse the

Employee for all reasonable travel, entertainment and other expenses incurred or

paid by the Employee in connection with, or related to, the performance of his

duties, responsibilities or services under this Agreement, upon presentation by

the Employee of documentation, expense statements, vouchers and/or such other

supporting information as the Company may request, PROVIDED, HOWEVER, that the

amount available for such travel, entertainment and other expenses may be fixed

in advance by the Board.



          3.4  BONUS. The Employee shall be eligible for the bonus program

indicated in SCHEDULE A to this Agreement.



     4.   EMPLOYMENT TERMINATION. The employment of the Employee by the Company

pursuant to this Agreement shall terminate upon the occurrence of any of the

following:



          4.1  After October 23, 2001, at the election of either party upon not

less than 30 days' prior written notice;



          4.2  At the election of the Company, for cause (as defined below),

immediately upon written notice by the Company to the Employee. For the purposes

of this Agreement, "cause" for termination shall mean (a) the Employee's gross

negligence or willful or intentional misconduct in the performance of his or her

duties on behalf of the Company and, in the case of misconduct, the failure to

refrain from such misconduct after written notice thereof; (b) any act of

dishonesty which adversely affects the Company or any act or omission which

constitutes a knowing and intentional violation of law on the part of the

Employee and which adversely affects the Company; (c) such Employee's breach of

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