AGREEMENT


                  AGREEMENT  dated  as of the 1st day of  December,  1998 by and
between V Band  Corporation,  a New York  Corporation  with a principal place of
business at 565 Taxter Road,  Elmsford,  New York 10523 and Nicholas Nestora, an
individual with a residence at [address deleted] (the "Executive").


                                   WITNESSETH

                  WHEREAS,  Executive  is a key employee of the Company (as that
term is hereinafter  defined) and the Company desires to provide  Executive with
the  compensation  benefits  described in this Agreement as an inducement to his
high level of commitment to advance the best interests of the Company.

                  NOW,  THEREFORE,  the parties hereto,  intending to be legally
bound, hereby agree as follows:

                  1. Supplemental  Agreement.  This Agreement is supplemental to
the Executive's employment arrangements with the Company.

                  2.  Change of  Control  Payment.  If a Change of  Control  (as
hereinafter  defined)  of the Company  occurs at any time prior to December  31,
1999,  the Company will pay the Executive  the amount of $125,000.  This payment
will be made to the Executive in twelve equal monthly  installments,  commencing
on the date of the Change of Control of the Company.  The  Executive's  right to
receive the payments  provided by this  agreement  are subject to the  following
conditions:

                           a) The Executive  will not be entitled to receive any
payments  under  the  agreement  if the  Executive  voluntarily  terminates  his
employment with the Company prior to the date of the change of control; and

                           b) The Executive will not be entitled to any payments
after the date the Company  terminates the Executive's  employment for Cause (as
defined in Section 3 of this Agreement).

                  3. Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:

                           a) "Cause" shall mean fraud, criminal wrongdoing,  or
intentional misconduct by the Executive,  or the willful or negligent failure to
perform the Executive's  responsibilities,  which failure continues for a period
of fourteen  (14)  calendar  days after the employee  has  received  documented,
written notice of such failures.


                           b) "Change of Control"  shall mean the  occurrence of
any of the  following  events:  (1) a "change of control" of the Company that is
required to be reported to the  Securities and Exchange  Commission;  (2) 50% or
more of the  outstanding  shares of the  Company's  Common  Stock is acquired or
controlled by one person,  group, or entity;  (3) the  consummation of a merger,
consolidation,  or other  business  combination  in  which  the  holders  of the
Company's  Common Stock  immediately  preceding the consummation of such merger,
consolidation,  or other  business  combination  do not  immediately  after  the
consummation of such merger, consolidation,  or business combination hold 50% or
more of the voting securities of the surviving corporation of such transaction.
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                           c) "Company"  shall mean V Band  Corporation  and, in
the event of a merger,  consolidation,  or business  combination in which V Band
Corporation  is not the  surviving  corporation,  the  corporation  which is the
surviving corporation.

                  4. Miscellaneous.

                           a) This  Agreement and the rights and  obligations of
the parties  hereunder shall be governed by and construed in accordance with the
internal substantive laws of the State of New York, without giving effect to the
conflicts of law provisions thereof.

                           b)  The  Executive   shall  not  have  any  right  to
transfer,  assign,  hypothecate  or  otherwise  encumber  any part or all of the
amounts payable hereunder.

                           c) This  Agreement  may not be  amended,  altered  or
modified,  except by a written instrument signed by the parties hereto, or their
respective  successors,  and may not be otherwise  terminated except as provided
herein.

                           d) Once change of control  occurs as outlined in this
Agreement,  and payments have begun,  executive shall not be entitled to receive
any payment under the Severance  Agreement  dated June 18, 1998, a copy of which
is attached hereto.
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.

                                                            V BAND CORPORATION

                                                       By:  /s/Thomas E. Feil
                                                            -----------------
                                                            Thomas E. Feil
                                                            Chairman & CEO

                                                            /s/ Nicholas Nestora
                                                            --------------------
                                                            Nicholas Nestora