<PAGE>

                                February 26, 2000




Paul Hart
6 Walt Whitman Trail
Morristown, NJ 07960

Dear Paul:

     I am pleased to offer to you the position of Chief Executive Officer of a
subsidiary (the "Company") of Telecom Wireless Corporation ("TWC") to be formed
for the purpose of acquiring the stock or assets of Internet service providers
and competitive local exchange carriers and related businesses. If you become
employed by TWC or by different subsidiary of the Company, the term "Company"
shall refer to that entity. The terms of your employment will be as follows:

     1. SERVICES. Your duties and responsibilities will be as assigned to you
from time-to-time by the board of directors of the Company or TWC or a member of
senior management of TWC. You agree to provide these services to the best of
your ability in a prompt, efficient and professional manner. Unless otherwise
agreed in writing by the board of directors of TWC, you agree to devote your
full time, attention and energies to the business of the Company.

     2. BASE SALARY AND BONUSES. Your annual base salary shall be $215,000,
subject to normal and customary deductions and withholdings, payable in
installments according to the Company's regular payroll schedule. Your job
performance will be evaluated by the Company's board of directors and reviewed
with you annually at about the end of each year and merit raises and/or bonuses
may be awarded in the sole discretion of the compensation committee of the board
of directors of TWC (the "Compensation Committee").

     3. HIRE DATE. Your hire date shall be 2/26, 2000.

     4. STOCK OPTIONS AND STOCK BONUS. Subject to applicable legal requirements
and the terms of TWC's 1999 Stock Option and Restricted Stock Plan, TWC agrees
to grant to you non-qualified options for the purchase of 750,000 shares of
TWC's common stock, par value $.001 per share, which will vest and become
exercisable in equal installments on each of the first three annual anniversary
dates of your hire date by the Company. Additionally, upon commencement of your
employment, TWC agrees to grant to you 20,000 shares of its common stock

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February 26, 2000
Page 2

as a signing bonus. Unless registered, the shares of common stock issuable upon
exercise of the options and the bonus shares will be restricted under federal
and applicable state securities laws and subject to substantial restrictions on
transfer. You represent and warrant to TWC that you are a bona fide resident of
the state of New Jersey and that you are an accredited investor as that term is
defined in Rule 215 under the Securities Act of 1933 as indicated in Exhibit A
attached hereto and by this reference made a part hereof. TWC agrees to use
reasonable efforts to register the bonus shares and the shares underlying your
stock options for public sale on Form S-8 at the earliest practicable time.

     5. PERFORMANCE BONUS. You shall also be entitled to receive bonuses based
on performance upon such terms and in such amounts as shall be defined and
determined by the Compensation Committee based upon the net increase in
revenues, profitability and cash flow of businesses acquired by the Company and
approved by the mergers and acquisitions committee appointed by the board of
directors of TWC. Subject to satisfaction of the performance criteria, your
performance bonus shall not be less than the average bonus to which senior
management of the Company or TWC is currently entitled.

     6. EMPLOYMENT AT WILL. Your employment by the Company pursuant to this
letter or otherwise is "at will" and is for no specific period of time.
Accordingly, either you or the Company may terminate your employment by the
Company for any reason and at any time on not less than ten days' written
notice. Upon termination of your employment by either of us, the Company may
immediately relieve you of all duties. In the event, however, your employment
should be terminated by the Company without cause at any time prior to the third
anniversary of your hire date, you shall be entitled to receive severance
compensation based on your base salary as of the termination date, but not to
exceed your base salary as of the termination date for the remainder of the
three-year period following your hire date, as follows:


<TABLE>
<CAPTION>
                                                        Number of Months
                     Period                          Severance Compensation
                     ------                          ----------------------
<S>                                                  <C>
         Hire Date through First Anniversary Date          24 months
         Thereafter through Second Anniversary Date        18 months
         Thereafter through Third Anniversary Date         12 months
</TABLE>

Termination "for cause" shall mean, but not be limited to, termination by the
Company of your employment by reason of (i) your gross negligence, dishonesty or
fraud with respect to the Company or others; (ii) your conviction for violation
of any laws other than misdemeanors such as minor traffic violations which do
not reflect upon your honesty, integrity or job performance; (iii) your breach
of

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February  26,  2000
Page  3


any duty, neglect of any duty or failure to perform the services required of you
as provided herein; or (iv) your breach of any material provision of this
Agreement. The Company shall be deemed to have terminated your employment
without cause in the event of: (a) your transfer or relocation to an office
located elsewhere than Manhattan, New York City, New York; (b) the Company
requiring that you report to a person other than one or more members of senior
management of TWC; (c) a substantial diminution of your responsibilities without
cause; or (d) a reduction in your base salary, but only if you promptly give the
Company and TWC notice of the action deemed to be a termination of your
employment without cause and not less than 30 days in which to cure, and you
terminate your employment by the Company not less than five business days after
expiration of the cure period due solely to the Company's failure to cure.

     7. VACATION. Following the first six months of employment, you shall be
entitled to twenty (20) paid vacation days each year. Vacation time must be used
during the calendar year in which it accrues. Any accrued vacation time existing
upon termination of your employment shall be paid based upon your then salary.

     8. BENEFITS. While you are employed by the Company, you shall be entitled
to participate in any plans and benefits generally available to employees of the
Company. Subject to the terms of the Company's medical and dental plans,
including any waiting period for pre-existing conditions, the Company will pay
all or a portion of the premiums for you and your family members for medical and
dental insurance. In the event your family members are not eligible to be
included in the Company's medical and dental plans at your hire date due to the
terms of such plans, the Company shall reimburse you for COBRA medical insurance
premiums paid by you until such time as your family members become eligible to
participate in such plans.

     9. EMPLOYEE MANUAL AND COMPANY POLICIES. You agree to observe and abide by
all provisions of the Company's employee manual when prepared and as thereafter
amended and all Company policies including the prohibition against trading in
the Company's common stock, or options or other rights to acquire that stock,
while in the possession of material non-public information relating to the
Company or other entities, and the prohibition against tipping others about any
such material non-public information.

     10. CONFIDENTIALITY AGREEMENT. You agree, both during and after your
employment by the Company, not to reveal confidential or proprietary information
or trade secrets ("Confidential Information") owned, used by or in the
possession of the Company or any subsidiary or affiliate of the Company, to any
individual or entity. Should you reveal or threaten to reveal Confidential
Information, you agree that the Company shall be entitled, without notice to
you, to an injunction restraining you from disclosing Confidential Information
or from rendering services to any entity to which Confidential Information has
been or is threatened to be disclosed. This right to an

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February 26, 2000
Page 4


injunction shall not be the exclusive remedy of the Company which may also seek
other remedies including damages.

     11. ARBITRATION. Except as specifically provided herein to the contrary, in
the event of any differences, claims or disputed matters relating to or arising
from your employment by the Company, we agree to submit such matters to
arbitration by the American Arbitration Association or its successor in Denver,
Colorado. Either party can invoke arbitration upon ten days' notice to the other
party. The determination of the arbitrator shall be final and absolute. The
arbitrator shall be governed by the duly promulgated rules and regulations of
the American Arbitration Association or its successor, and the pertinent
provisions of the internal laws of the State of Colorado, relating to
arbitration. The decision of the arbitrator may be entered in a judgment in any
court of the State of Colorado or elsewhere. The arbitrator shall have no power
to award exemplary or punitive damages.

     5. MISCELLANEOUS. (i) This Agreement sets forth our mutual understanding,
supersedes all prior written or oral understandings and agreements and may be
modified only by a writing signed by both of us; (ii) Employee shall not have
the right to assign all or any portion of his rights, duties or obligations
under this Agreement to any other person. Subject to the foregoing, all terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the successors, assigns, legal representatives, heirs
and estates of the parties hereto; (iii) This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Colorado; (iv)
The failure of either of us to insist in any one or more instances upon
performance of any terms or conditions of this Agreement shall not be construed
as a waiver of future performance of such or any other term, covenant or
condition; and (v) All notices required hereunder shall be deemed to have been
given when in writing upon the earlier of personal delivery or three days
following deposit in the United States mails by certified or registered mail,
postage prepaid, to the party at the addresses set forth above. Either party
hereto, by notice duly given, may change the address for the giving of notice.

                                    Sincerely,

                                    /s/ Calvin D. Smiley
                                    ------------------------------------------
                                    Calvin D. Smiley, CEO and President


     Accepted and agreed to this 26th day of February, 2000.

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February  26,  2000
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                                    /s/ Paul Hart
                                    --------------------------------------------
                                    Print  Name:  Paul  Hart