EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between Empire

Technology Corporation, a Delaware corporation (the "Company" or "Empire") and

Reginald P. McFarland, an individual resident of the State of Florida

("Employee"), is hereby entered into and effective as of the 22nd day of

November, 1999 (the "Effective Date"). This Agreement hereby supersedes any

other employment agreements or understandings, written or oral, between either

Company or Empire and Employee.



                                 R E C I T A L S



         WHEREAS, simultaneously herewith, the Company is acquiring IntraLEC,

Inc. ("IntraLEC") through the merger of IntraLEC with and into Company's

subsidiary pursuant to that certain Agreement and Plan of Merger dated as of

November 22, 1999 among IntraLEC, Company and Employee (the "Merger Agreement");



         WHEREAS, the Company desires the Employee's employment with Company,

and the Employee wishes to accept such employment upon the terms and conditions

set forth in this Agreement;



         WHEREAS, Employee has received substantial direct and indirect benefits

from the transactions contemplated by the Merger Agreement and the Company has

required that Employee enter into this Agreement as a condition to the Company's

obligation to consummate the Merger and the other transactions contemplated by

the Merger Agreement;



         WHEREAS, in connection with the transactions contemplated by the Merger

Agreement, Employee has agreed to enter into this Agreement;



         NOW, THEREFORE, for and in consideration of the mutual premises,

representations, warranties, and covenants set forth herein and for other good

and valuable consideration the receipt and sufficiency of which is acknowledged

and accepted by each of the parties hereto, and subject to the terms and

conditions stated herein, the parties hereto agree as follows:



         1.       Employment and Duties.



         (a) Company hereby employs Employee as Vice President of Network

Operations for the Company and President of Empire Telecom Services, Inc., a

wholly owned subsidiary of the Company. As such, Employee shall have

responsibilities, duties and authority reasonably accorded to and expected of

such position and will report directly to the Board of Directors of Company (the

"Board"). Employee hereby accepts this employment upon the terms and conditions

herein contained and, subject to paragraph 1(c), agrees to devote Employee's

time, attention and efforts to promote and further the business of Company.

Anything contained herein to the contrary notwithstanding, Company shall not

assign to Employee duties that would require Employee to breach his obligations

under that certain Covenant Not to Compete Agreement, dated as of December 15,

1997, as amended by that certain First Amendment to Covenant Not to Compete

Agreement dated November 22, 1999 (the "ILD Noncompete Agreement").





{PAGE}   2



         (b) Employee shall faithfully adhere to, execute and fulfill all

reasonable policies established by Company.



         (c) Except for consulting services provided pursuant to that certain

Consulting Agreement, as amended, dated December 15, 1997, by and between ILD

Teleservices, Inc. and Stratacom, Inc. (the "ILD Consulting Agreement"),

Employee shall not, during the term of Employee's employment hereunder, be

engaged in any other business activity pursued for gain, profit or other

pecuniary advantage if such activity interferes with Employee's duties and

responsibilities hereunder. The foregoing limitations shall not be construed as

prohibiting Employee from making personal investments in such form or manner as

will neither require Employee's services in the operation or affairs of the

companies or enterprises in which such investments are made not violated the

terms of paragraph 3 hereof. Employee's obligations under the ILD Consulting

Agreement shall not be deemed to relieve Employee of his obligations hereunder

except where expressly provided otherwise to this Agreement.



         2. Compensation. For all services rendered by Employee, Company shall

compensate Employee as follows:



         (a) Base Salary. The base salary payable to Employee shall be $140,000

per year, payable on a regular basis in accordance with Company's standard

payroll procedures. On at least an annual basis, the Board will review

Employee's performance and may make increases to such base salary if, in its

discretion, any such increase is warranted. Such recommended increase would, in

all likelihood, require approval by the Board or a duly constituted committee

thereof.



         (b) Executive Perquisites, Benefits and Other Compensation. Employee

shall be entitled to receive additional benefits and compensation from Company

in such form and to such extent as specified below:



                  (i) Admittance for participation for Employee and Employee's

         dependent family members under health, hospitalization, disability,

         dental, life and other insurance plans that Company may have in effect

         from time to time, with benefits provided to Employee under this clause

         (i) to be at least equal to such benefits provided to Company

         executives.



                  (ii) Reimbursement for all business travel and other

         out-of-pocket expenses reasonably incurred by Employee in the

         performance of Employee's services pursuant to this Agreement. All

         reimbursable expenses shall be appropriately documented in reasonable

         detail by Employee upon submission of any request for reimbursement,

         and in a format and manner consistent with Company's expense reporting

         policy.



                  (iii) Employee shall be eligible to participate in all stock

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC