AGREEMENT

                  AGREEMENT  dated  as of the 15 day of  November,  1998  by and
between V BAND  CORPORATION,  a New York  corporation  with a principal place of
business at 565 Taxter Road, Elmsford, NY 10523 and THOMAS HUGHES, an individual
with a residence at [ address deleted ] (the "Executive").

                              W I T N E S S E T H:

                  WHEREAS,  Executive  is a key employee of the Company (as that
term is hereafter 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,  but replaces and
supersedes the Agreement dated as of January 17, 1998 (the "Prior Agreement") by
and between V Band Corporation and Executive. The prior Agreement and the rights
and obligations of the parties thereunder are hereby terminated.

                  2. Continuation and Termination of Executive's Employment. The
parties agree that Executive  shall continue to serve as the President and Chief
Operating  Officer  of  V  Band  Corporation  until  Executive's  employment  is
terminated,  at the absolute  discretion of V Band Corporation or Executive,  by
giving the other party thirty (30) days prior written notice.

                  3.  Reimbursement of Expenses.  Executive shall be entitled to
the reimbursement of all reasonable  out-of-pocket  expenses incurred during the
course  of  his  employment  by  V  Band  Corporation  in  accordance  with  the
reimbursement  policies  of V Band  Corporation  in  effect  on the date of this
Agreement.

                  4.  Change of  Control  Payment.  If a Change of  Control  (as
hereafter  defined)  of the  Company  occurs at any time  during  the  period of
Executive's  employment  as  President  of the  Company or within six (6) months
after the termination of Executive's employment as President of the Company, the
Company will pay the Executive the amount of $150,000. This payment will be made
to Executive in twelve (12) equal monthly  installments,  commencing thirty (30)
days after 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) In the  event  that  Executive  elects  to  terminate  his
employment by V Band Corporation,  at his absolute  discretion,  he has provided
the Company with the notice required by Section 2 of this Agreement; and

                  (b) The Executive will not be entitled to receive any payments
after the date the Company  terminates the Executive's  employment for Cause (as
defined in Section 5 of this Agreement).

                  5. Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:
<PAGE>
                  "Cause"  shall  mean  (a)  fraud,   criminal  wrongdoing,   or
intentional  misconduct by the Executive,  or (b) the willful failure to perform
the Executive's  responsibilities  during the term of his employment  hereunder,
which  failure  continues  for a period of fourteen (14) calendar days after the
Executive has received written notice of such failure.

                  "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) fifty percent (50%) or
more of the outstanding  shares of the Company's Common Stock is acquired 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 more than fifty  percent (50%) or
more of the voting securities of the surviving corporation of such transaction.

                  "Company" shall mean V Band Corporation and, in the event of a
merger,  consolidation,  or business  combination,  the corporation which is the
surviving corporation.

                  6. 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.
<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 Feil
                                                ---------------
                                                Thomas Feil
                                                Title: Chief Executive Officer

                                                /s/Thomas Hughes
                                                ---------------- 
                                                THOMAS HUGHES