EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 15th day

of May, 2000 (the "Effective Date"), by and among EMPIRE TECHNOLOGY CORPORATION,

a Delaware corporation (the "Company"), EMPIRE TELECOM SERVICES, INC. a Georgia

corporation (the "Subsidiary), solely in its capacity as guarantor, and MICHAEL

E. BRITT, JR. (the "Employee").



                                   WITNESSETH:



         WHEREAS, the Company desires to employ Employee, and the Company and

the Employee desire to enter into an employment agreement to establish the

rights and obligations of the Employee and the Company in such employment

relationship;



         WHEREAS, the terms of this Agreement have been approved by the Board of

Directors of the Company;



         NOW, THEREFORE, and in consideration of the mutual covenants herein

contained, the Company and the Employee hereby mutually agree as follows:



         1. Employment and Duties. The Company hereby employs the Employee, and

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

conditions hereinafter set forth. The Employee shall serve as a Vice President

of the Company and as President and Chief Operating Officer of the Subsidiary.

In such capacities, the Employee shall have all powers, duties, and obligations

as are normally associated with such positions. The Employee shall further

perform such other duties related to the business of the Company or its

Affiliate (as defined below), including travel, as may from time to time be

reasonably requested of him by the Company's Board of Directors. The Employee

shall devote all of his skills, time, and attention solely and exclusively to

said position and in furtherance of the business and interests of the Company

except for:



                  (a) time spent in managing his personal, financial and legal

affairs and serving on corporate, civic or charitable boards or committees, in

each case only if and to the extent not substantially interfering with the

performance of such responsibilities, and



                  (b) periods of vacation to which he is entitled.



         2. Term of Employment. Unless otherwise terminated in accordance with

the terms hereof, the term of this Agreement shall be three (3) years commencing

on the date hereof; provided, however, that unless the Company gives written

notice to the Employee, or vice versa, at least six (6) months prior to the

expiration of the original term, or the expiration of any subsequent renewal

thereof, the term shall be extended for an additional year (such term, including

any renewals thereof, is referred to herein as the "Employment Term").







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         3. Compensation.



                  (a) Base Salary. For such services, the Employee shall receive

a minimum annual base salary at the rate of $140,000.00 per year, commencing on

the Effective Date and ending December 31, 2000 and, effective January 1, 2001,

annual base salary rate shall be increased to $225,000 (the "Salary"). In

addition, the compensation committee of the Board of Directors of the Company

shall conduct an annual review to determine Employee's eligibility to receive a

raise in his Salary in each year of the Employment Term based upon both

cost-of-living adjustments and the performance of the Company during the annual

period. In the event the Salary is increased, the amount of the prior Salary,

together with any increase(s), shall be Employee's new Salary. The Salary shall

be payable in equal installments, no less frequently than semi-monthly, in

accordance with the Company's regular payroll practices. The Salary shall be

prorated on a daily basis for the years or months, as the case may be, in which

Employee commences or terminates his employment relationship hereunder.



                  (b) Signing Bonuses. The Employee shall be entitled to a lump

sum cash payment of $20,000 upon execution of this Agreement; an additional lump

sum cash payment of $25,000 on December 31, 2000; and an additional lump sum

cash payment of $25,000 upon completion of the Company's initial public

offering.



                  (c) Annual Bonus. The Employee shall be entitled to an annual

bonus opportunity, based upon performance criteria mutually agreed upon by the

Company and the Employee, with a target bonus equal to fifty percent (50%) of

Salary. The maximum bonus opportunity shall be determined by the Board of

Directors of the Company from time to time. Any bonuses earned will be paid

within ninety (90) days following the close of the Company's fiscal year.



                  (d) Long-Term Compensation. The Employee shall be entitled to

participate in such long-term incentive compensation programs, including, but

not limited to, equity incentives, as may be developed from time to time for the

senior management of the Company and the Subsidiary. As an inducement to the

Employee entering into this Agreement, the Employee shall be granted an option

in accordance with Exhibit A, with such option being subject to the terms set

forth in Exhibits A-1 and B.



         4. Benefits. The Company shall further provide Employee with all health

and life insurance coverages, sick leave and disability programs, tax-qualified

retirement plans, paid holidays and vacations, expense reimbursement policies,

moving and relocation policies, perquisites, and such other fringe benefits of

employment as the Company may provide from time to time to actively employed

senior executives of the Company who are similarly situated. In addition, during

the term of this Agreement (including extensions thereof) the Company shall

provide the Employee:







                                       2

{PAGE}   3



                  (a) reimbursement for all reasonable expenses incurred by the

Employee in connection with the conduct of the Company's business on

presentation of reasonable and appropriate receipts and in accordance with the

Company's regular reimbursement policy applicable to senior executives;



                  (b) an individual disability insurance policy, at the

Company's expense, in addition to the long-term disability insurance which

replaces at least 60% of the Employee's monthly Salary; and



                  (c) a minimum of 4 weeks of paid vacation per year.



         5. Covenants of Employee.



                  (a) The terms below shall have the following meanings:



                           (i) "Affiliate" shall mean any individual or any

                  corporation, limited liability company, partnership, joint

                  venture, association or other entity or enterprise that

                  directly or indirectly controls, is controlled by, or is under

                  common control with, the indicated person or entity;



                           (ii) "Competitive Services" shall mean the provision

                  of competitive local exchange, data, long distance, and

                  internet communications services as a carrier to end users,

                  which are the services provided by the Company as of the date

                  of execution hereof;



                           (iii) "Entity" shall mean any individual or any

                  corporation, limited liability company, partnership, joint

                  venture, association or other entity or enterprise other than

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