EMPLOYMENT CONTRACT

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BETWEEN:



         Completel SAS, a French societe par actions simplifiee with capital

of 51,358,920 (euro), registered with the Registry of Commerce and Companies

of Nanterre under the number 418 299 699, with its registered office located

at Tour Egee, 9-11 allee de l'Arche, 92671 Courbevoie Cedex, represented by

Mr. Jehan Coquebert de Neuville, acting as CEO of the Company,



hereinafter referred to as the "Company",



                                                               ON THE ONE HAND,



AND:



Mr. Jerome de Vitry, residing at 21 boulevard Flandrin, 75116 Paris.  Social

Security number 1 61 05 34 172 238 37,



hereinafter referred to as "Mr. de Vitry",



                                                             ON THE OTHER HAND,



hereinafter collectively referred to as "the Parties",





NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:





ARTICLE 1 - ENGAGEMENT



The Company engages Mr. de Vitry as of June 1, 2002, as Managing Director

(Directeur General), an executive position, according to the terms and

conditions set forth below, subject to the results of a medical examination.





ARTICLE 2 - DURATION OF CONTRACT, PRIOR CONTRACTS



The present contract is entered into for an unspecified period of time.



The seniority of Mr. de Vitry acquired within the group to which the Company

belongs since December 22, 1998 is carried over and incorporated in the

present contract.



The present contract replaces and cancels all previous contracts and

amendments concluded between Mr. de Vitry and the Company or other companies

in France of the group to which the Company belongs. Consequently, only this

contract and its eventual amendments are valid and effective between the

Parties.





ARTICLE 3 - FUNCTIONS



As Managing Director, Mr. de Vitry will be responsible for accomplishing, in

particular, the following functions:



-        Proposal to the Company's directors (his "Superiors") of the

         definition and the orientation of the policy of development of the

         operations of the Company at the European level, and especially in

         France; implement this policy within the strict framework of the

         approval given by his Superiors on the proposals thus formulated, and

         of any instructions given at any and all times;



-        Control and supervision of the activity of the central functional

         departments related to operations and, in particular, the financial,

         legal, HR, data processing, engineering and purchasing departments,

         the directors of which will report to Mr. de Vitry, who will in turn

         report to his Superiors;



-        Follow-up of the execution of the commercial and financial objectives

         of the Company in terms of operations, as defined by his Superiors.



The duties entrusted to Mr. de Vitry have, by nature, of an evolving character

in accordance with, on the one hand, the requirements of the Company to adapt

to its needs and, on the other hand, with the development of the career of Mr.

de Vitry.



These duties will be exercised by Mr. de Vitry under the authority and within

the framework of the instructions given by his Superiors, currently Mr. Jehan

Coquebert de Neuville, in his capacity as CEO of the Company or any other

person designated by the Company for this purpose, at any time.



Mr. de Vitry will provide precise reports on his activities to his Superiors,

in particular on a monthly basis. Mr. de Vitry must act with respect and

within the limits of the instructions and directives given to him by his

Superiors.





ARTICLE 4 - PLACE OF WORK



Mr. de Vitry will exercise his functions principally at the headquarters of

the Company, currently located in Courbevoie.



It is however expressly agreed that Mr. de Vitry's duties may require many

business trips both in France and abroad. He will be reimbursed for any travel

expenses so incurred in accordance with the provisions of Article 9.2 of this

contract.



It is expressly recognized and accepted by Mr. de Vitry that the Company can

relocate the principal center of Mr. de Vitry's activities, without

considering such a move as constituting a substantial modification of his

employment contract and without the right to any indemnity, with the exception

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