EMPLOYMENT AGREEMENT



                  This Employment Agreement ("Agreement") is made and entered

into as of the 13th day of December, 1999, by and between Gabriel

Communications, Inc., a Delaware corporation (the "Company"), and David L.

Solomon ("Executive").



                  WHEREAS, Executive desires to be employed by the Company, and

the Company desires to employ Executive, upon the terms and conditions

hereinafter set forth.



                  NOW, THEREFORE, in consideration of the compensation and other

benefits of Executive's employment by the Company and the recitals, mutual

covenants and agreements hereinafter set forth, Executive and the Company agree

as follows:



                  1.       Employment Services.





                           (a)      Executive is hereby employed by the Company,

and Executive hereby accepts such employment, upon the terms and conditions

hereinafter set forth. During the Employment Period (as defined below),

Executive shall serve as Chief Executive Officer ("CEO"), Vice Chairman of the

Board of Directors of the Company (the "Board") and a member of the Executive

Committee of the Board. Executive shall report solely and directly to the Board.



                           (b)      Executive agrees that, throughout the

Employment Period, Executive shall have such authorities, duties and

responsibilities as are customarily assigned to the Vice Chairman of the Board

and Chief Executive Officer of an enterprise like the Company. Such duties,

responsibilities, and authorities shall include, without limitation, but subject

to the authority and directions of the Board, responsibility for the management,

operation, strategic direction and overall conduct of the business of the

Company. The Executive shall be assigned no duties or responsibilities that are

materially inconsistent with, or that materially impair his ability to

discharge, the foregoing duties and responsibilities. During the Employment

Period, the Executive shall devote substantially his full business time and best

efforts to the business of the Company. All other employees of the Company shall

report directly or indirectly to the Executive and not directly to the Board or

the Chairman of the Board. The Executive may (i) with the consent of the Board-

(which shall not be unreasonably withheld), serve as a director or trustee of

other for profit corporations or businesses which are not in substantial

competition with the Company, any of its subsidiaries or any entity in which the

Company or any of its subsidiaries has a greater than forty percent (40%)

interest (the "Company's Business"), (ii) continue to serve as an investment

director and member of the general partner of Meritage Private Equity Fund

("Meritage"), and to receive compensation therefrom, and serve on the boards of

directors of Meritage portfolio companies (including, without limitation, the

Company), provided that such portfolio companies are not in substantial

competition with the Company's Business, (iii) serve on civic or charitable

boards or committees, and (iv) manage personal investments; provided, however,

that the Executive may not engage in any of the activities described in this

Section 1(b) to the extent such activities materially interfere with the

performance of Executive's duties and responsibilities to the Company.



                           (c)      Executive shall not, during the Employment

Period, become or serve as a director, officer, employee or member of any

entity conducting, nor become an owner of any

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substantial interest in any entity conducting, a business in substantial

competition with the Company's Business.



                  2.       Term of Employment. The term of this Employment

Agreement (the "Employment Period") shall commence on December 13, 1999 (the

"Effective Date"), shall end on December 31, 2002 (the "Initial Period"), and

shall thereafter continue from year to year (each an "Annual Extension"), unless

sooner terminated as provided in the second sentence of this Section 2 or in

Section 4 hereof. Unless sooner terminated as provided in Section 4 hereof, the

Employment Period may be terminated by either the Company or Executive, at the

end of the Initial Period or an Annual Extension, if a written notice of

nonrenewal is delivered to the other party at least six (6) months prior to the

end of such Initial Period or Annual Extension, as the case may be.



                  3.       Compensation and Benefits.



                           (a)      Annual Base Salary.  During the Employment

Period, the Company shall pay Executive as compensation for his services an

annual base salary in an amount determined by the Compensation Committee of the

Board. Such annual base salary shall be at the annual rate of not less than

Three Hundred Twenty-Five Thousand Dollars ($325,000) from the Effective Date

through December 31, 2000, Four Hundred Thousand Dollars ($400,000) from

January 1, 2001 through December 31, 2001, and Four Hundred Seventy-Five

Thousand Dollars ($475,000) from January 1, 2002 through December 31, 2002.

Executive's annual base salary rate shall be reviewed at least annually for

increase in the discretion of the Compensation Committee; Executive's annual

base salary rate shall not be subject to decrease at any time during the

Employment Period. Executive's base salary shall be payable in accordance with

the Company's usual practices.



                           (b)      Annual Bonus.  During the Employment Period,

Executive shall be eligible for an annual bonus under a bonus program to be

established by the Compensation Committee of the Board and approved by the

Board. Under the bonus program, Executive's annual bonus will be tied to

performance criteria and Executive is expected to be eligible for a bonus of up

to one hundred percent (100%) of his annual base salary. During the first year

of the Employment Period (through December 31, 2000), Executive's annual bonus

shall be in an amount not less than fifty percent (50%) of his annual base

salary for such payment period and shall be payable in shares of common stock of

the Company at $3.00 per share. During subsequent years of the Employment

Period, Executive's annual bonus shall be paid, at Executive's option,

exercisable at or prior to the time of such bonus award, in cash and/or shares

of common stock of the Company at a price per share equal to the exercise price

per share established by the Board or Compensation Committee with respect to the

most recent grant of stock options at fair market value by the Company,

immediately preceding the bonus determination, pursuant to the Company's 1998

Stock Incentive Plan, as amended (the "Stock Plan"), or, if not then in effect,

any successor plan of a similar nature; provided, however, that the stock

portion of the annual bonus shall not exceed fifty percent (50%) of the annual

bonus after the first year of the Employment Period.



                           (c)      Equity Participation.  On the Effective

Date, Executive shall be granted the following:



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<PAGE>   3



                                    (1)     The right to purchase, at any time

         on or prior to January 13, 2000, 425,000 shares of common stock of the

         Company at $2.40 per share under the Stock Plan;



                                    (2)     A warrant under the Stock Plan to

         purchase 550,000 shares of common stock of the Company at $3.00 per

         share, which warrant shall be in the form of Exhibit A hereto and shall

         be vested and exercisable from the Effective Date through December 12,

         2009; and



                                    (3)     Stock options under the Stock Plan

         to purchase an aggregate of 1,000,000 shares of common stock of the

         Company at $2.40 per share, one-third of which options shall vest upon

         each of the first, second and third anniversaries of the Effective

         Date; provided that such options may vest earlier than such dates under

         circumstances referred to in Section 5.



To permit the foregoing grants, the Company shall amend the number "250,000" in

the penultimate sentence of Section 4.3 of the Stock Plan to read "2,000,000."

Notwithstanding the provisions of Sections 15.1, 15.2 or 15.3 of the Stock Plan,

the provisions of Section 5 of this Agreement shall govern to determine the

exercisability of Executive's Awards under the Stock Plan which are outstanding

immediately prior to the termination of Executives' employment. In connection

with Executive's acquisition of shares of common stock of the Company pursuant

to clause (1) above, Executive shall execute and deliver the Instruments of

Accession to the Company's shareholder documents in the form of Exhibit B

hereto, provided, however, that the first sentence of Section 7.5 of the

referenced Shareholders Agreement shall have been amended to read as set forth

on Exhibit C hereto.



                           (d)      Diminished Opportunity Payment.  In the

event that, during the Employment Period and prior to December 1, 2001, (A) the

stockholders of the Company approve (i) any acquisition of the Company by means

of a merger or other form of corporate reorganization in which the outstanding

shares of the Company are exchanged for securities or other consideration

issued, or caused to be issued, by the acquiring corporation or any affiliate of

the acquiring corporation, or (ii) the liquidation, dissolution or winding up of

the Company or any sale of all or substantially all of the assets of the

Company, and the value of the consideration that would be received by or

distributed to the stockholders of the Company as a result of any such

transaction (without reduction for the following payment to Executive), on an

as-converted common equivalent basis, is less than $6.00 per share, or (B)

either (i) an event described in clause (2) or (3) of the definition of "Change

in Control" in the Stock Plan (as in effect on the date hereof) shall occur or

(ii) any "person," as such term is used in Sections 13(d) and 14(d) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than any

stockholder of the Company on the date hereof, the Company, any subsidiary of

the Company, or any trustee or other fiduciary holding securities under an

employee benefit plan of the Company or any subsidiary of the Company), is or

becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange

Act), directly or indirectly, of securities of the Company representing 40% or

more of the combined voting power of the Company's then outstanding securities,

and, in the case of either clause (A) or clause (B), within ten days thereafter,

Executive elects to terminate his employment hereunder, then, in either case,

the Company shall make or cause to be made to Executive a cash payment in the

amount of $2,500,000



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<PAGE>   4



at the time of such distribution or termination of employment, as the case may

be. In the event the consideration received by or distributed to the

stockholders of the Company in any such transaction is payable in securities or

property other than cash, the value of such distribution shall be the fair

market value of such securities or other property as determined in good faith by

the Board. No more than one payment shall be made pursuant to this Section 3(d).



                           (e)      Benefits.  During the Employment Period,

Executive shall also (i) be eligible to participate in all benefit programs from

time to time maintained by the Company for the benefit of its most senior

executives including without limitation, its group medical, dental and term life

insurance coverages, 401 (k) Plan and the Stock Plan, in each case on and

subject to the terms and conditions of each of such programs as such programs

apply to the Company's most senior executives, (ii) be entitled to four (4)

weeks of paid vacation per year, (iii) be entitled to utilize a furnished

corporate apartment for the convenience of the Company and a Company owned or

leased automobile in St. Louis, Missouri for so long as the Company's corporate

headquarters remain in St. Louis, Missouri and its environs, (iv) be reimbursed

by the Company for customary business and travel expenses, including travel

between St. Louis, Missouri and Nashville, Tennessee, and (v) be required to

maintain an office and such limited staff in Nashville, Tennessee as is deemed

necessary by Executive and approved by the Executive Committee of the Board. In

order to defray commercial airline costs and enhance Executive's amount of time

to perform services, at Executive's request, the Company shall make available to

Executive, at the Company's cost, a private commercial aircraft for Executive to

utilize for business travel between St. Louis, Missouri and Nashville, Tennessee

and for such other purposes as the Executive may deem reasonably necessary in

connection with the performance of his services hereunder.



                  4.       Termination of Employment.  Prior to the expiration

of the Employment Period, this Agreement and Executive's employment may be

terminated as follows:



                           (a)      Automatically upon Executive's death.



                           (b)      By the Company, upon thirty (30) day's prior

written notice to Executive, in the event the Board believes that Executive, by

reason of physical or mental illness, is unable to perform a material portion of

the services required of Executive hereunder for a continuous one-hundred

thirty-five (135) day period; in the event of a disagreement concerning the

existence of any such disability (in which event any such termination shall not

become effective until such disagreement shall have been resolved), the matter

shall be resolved by a disinterested licensed physician chosen by the Company

(such physician to be located within 50 miles of Executive's principal

residence) and otherwise reasonably satisfactory to the Executive or his legal

representative.



                           (c)      By the Company, for "Good Cause."  "Good

Cause" shall mean:



                                    (1)     The willful and continued failure of

Executive to substantially perform material duties assigned to Executive by the

Board in accordance with Section 1(b) hereof (other than any such failure

resulting from incapacity due to physical or mental illness);



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<PAGE>   5



                                    (2)     A material breach of Section 1(c) of

this Agreement by Executive; or



                                    (3)     Executive's commission of fraud or

willful conduct which significantly harms the Company or its subsidiaries or

which significantly impairs Executive's ability to perform his duties.



For purposes of this definition, no act, or failure to act, shall be deemed

"willful" unless done, or omitted to be done, by the Executive not in good faith

and without reasonable belief that his action or omission was in the best

interest of the Company.



Unless the Executive has been convicted of a felony, no termination for Good

Cause shall take effect unless the following provisions of this paragraph shall

have been complied with. The Board shall give the Executive written notice of

its intention to terminate him for Good Cause, such notice (i) to state in

detail the particular circumstances that constitute the grounds on which the

proposed termination for Good Cause is based and (ii) to be given within four

months of the Board learning of such circumstances. The Executive shall have

twenty days, after receiving such special notice, to cure such grounds, to the

extent such cure is possible. If he fails to cure such grounds to the Board's

satisfaction, the Executive shall then be entitled to a hearing by the Board,

during which he may, at his election, be represented by counsel. Such hearing

shall be held within thirty days of his receiving such special notice, provided

he requests a hearing within fifteen days of receiving the notice. If the Board

gives written notice to the Executive within five days following such hearing

confirming that, in the good faith judgment of a majority of the Board, Good

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