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                       KEY EMPLOYEE EMPLOYMENT AGREEMENT

         THIS KEY EMPLOYEE EMPLOYMENT AGREEMENT ("Agreement") executed as of the
<<Day_of_Hire>> Day of <<Month_of_Hire>>, <<Yr_Of_Hire>>, by and between
ADVANCED SWITCHING COMMUNICATIONS, INC., a Delaware corporation ("Employer") and
<<Name>> ("Employee"), an individual resident of <<Address>>.

                                    W I T N E S S E T H:

         WHEREAS, the Employee is the <<Title>> and Employer and Employee shall
each benefit in a significant way if the Employer retains or continues to retain
the services of Employee for the future and accordingly the parties hereto have
determined it to be in their mutual best interest to enter into this Employment
Agreement; and

         NOW, THEREFORE, in consideration of the covenants and conditions
hereinafter stated, and intending to be legally bound, the parties hereto agree
as follows:

                  1.       EMPLOYMENT: Employer hereby employs Employee and
Employee hereby accepts employment upon the terms and conditions set forth
herein.

                  2.       TERM: Subject to the provisions for termination as
hereinafter provided, the term of this Agreement shall begin on the date set
forth above and shall continue for a period of three (3) years unless sooner
terminated as herein provided.

                  3.       COMPENSATION:

                  a.       BASE SALARY: For services rendered by Employee under
this Agreement, the Employer shall pay to the Employee base salary at the rate
of <<Annual_>> per year, payable in semi monthly installments or more frequently
according to the policies of the Employer. Said salary is subject to annual
adjustments as approved by the Board of Directors of Employer, or the Chief
Executive Officer of Employer.

                  b.       BONUSES: Employee shall receive such bonuses as may
be determined by the Board of Directors of Employer or the Chief Executive
Officer of Employer.

                  c.       EXPENSES: In addition to base salary and bonuses,
Employer shall reimburse Employee for all necessary business

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expenses incurred by him in the performance of his duties, including, without
limitation, expenses for travel, meals, entertainment and other miscellaneous
business expenses. Employee shall submit to Employer written itemized expense
accountings and such additional substantiation and justification as Employer may
reasonably request.

                  d.       OTHER EMPLOYEE BENEFITS. Employee shall be provided
with such other benefits as are made available to other Employees of the
Employer, including but not limited to, medical and permanent disability
insurance.

                  4.       DUTIES; EXTENT OF SERVICES: Employee is engaged for
the purpose of (i) performing services as a <<Title>>, and shall train the
Employer's other employees (as applicable). Employee shall have such other
duties as shall be assigned by the board of directors or Chief Executive Officer
of Employer. Employee shall devote full time and attention, and best efforts, to
the performance of the duties described hereunder. Key Employee acknowledges
that the discharge of the duties of Employee may require Employee to work, from
time to time, at reasonable hours on weekends or evenings and accordingly
Employee agrees not to undertake any part time work responsibilities without the
prior written approval of Employer and Employee agrees that this is a reasonable
restriction.

                  5.       WORKING FACILITIES: The Employee shall be furnished
with appropriate working facilities and tools necessary for the proper
performance of his duties.

                  6.       SPECIAL COVENANTS REGARDING WORK PRODUCT AND
INTELLECTUAL PROPERTY.

         a.       In consideration of the salary or wages received by Employee
and as a condition upon, and part of the consideration for, the employment or
continued employment of Employee, but without limitation upon Employer's right
to terminate the Employee's employment, Employee hereby assigns and transfers to
Employer, and agrees that Employer shall be the owner of all inventions,
discoveries, drawings, computer software, algorithms, improvements and devices
heretofore or hereafter conceived, including intellectual property rights such
as patents and copyrights (hereinafter referred to as "work product") developed
or made by Employee, either alone or with others, in whole or in part during
Employee's employment by Employer, which are useful in, or directly or
indirectly related to Employer's business or

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which relate to, or are conceived, developed or made in the course of,
Employee's employment or which are developed or made from, or by reason of
knowledge gained from, such employment. Employer shall have the right to use
work product as described hereinabove, whether original or derivative, in any
manner whatsoever, and Employee acknowledges that all work product described
hereinabove shall be considered as "work made for hire" belonging to the
Employer.

         b.       Employee hereby agrees to disclose promptly and in writing to
any officers or representatives designated by Employer all work product
heretofore or hereafter conceived or made by Employee alone or with others
during Employee's employment to which Employer is entitled as above provided and
agrees not to disclose such work product except as required by his employment,
without the express consent of the Employer. Employee further agrees that during
his employment by Employer and at any time thereafter, he will, upon the request
of Employer, execute proper assignments to Employer of any and all such work
product to which Employer is entitled as above provided, and will execute all
papers and perform all other lawful acts which Employer may deem necessary or
advisable for the preparation, prosecution, procurement and maintenance of
trademark, copyright and/or patent applications and trademarks, copyrights
and/or patents of the United States of America and foreign countries for such
work product to which Employer is entitled as above provided, and will execute
any and all proper documents as shall be required or necessary to vest title in
Employer to such work product and all trademark, copyright, and patent
applications and trademarks, copyrights and patents pertaining thereto. It is
understood that all expenses in connection with such trademarks, copyrights, and
patents and all applications related thereto shall be borne by Employer, but
Employer shall be under no obligation to protect by trademark, copyright,
patent, or otherwise any such work product except at its own discretion and to
such extent as Employer shall deem desirable. Employee shall not be entitled to
any additional compensation, other than his regular salary or wages and his
participation in an employee benefit plan, if any, of the Employer, for any
services rendered by Employee as herein provided during the term of his
employment. Employee shall be entitled to reimbursement for reasonable expenses
incurred in connection with employment hereunder, provided, however, that any
expense in excess of $100.00 shall be subject to the prior written consent of
the board of directors.

         c.       Notwithstanding the foregoing, the provisions of this
agreement do not apply to an invention for which no equipment,

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supplies, facility, or trade secret information of the Employer was used and
which was developed entirely on the Employee's own time, unless (a) the
invention is useful in, or directly or indirectly related to (i) Employer's
business or relates to, or is conceived, developed or made in the course of,
Employee's employment or is developed or made from, or by reason of knowledge
gained from, such employment, or (ii) to the Employer's actual or demonstrably
anticipated research or development, or (b) the invention or rendering results
from any work performed by the Employee for the Employer.

                  7.       RESTRICTIVE COVENANTS/PROTECTION OF PROPRIETARY
INFORMATION:

         a.       The parties hereto recognize that Employee's knowledge and
skill are a material factor in inducing the Employer to enter into this
Agreement. Further, in the course of his employment, and because of the nature
of his responsibilities, Employee will acquire valuable and confidential
information and trade secrets with regard to the Employer's business operation,
including, but not limited to, Employer's existing and contemplated services and
products, documentation, technical data, business and financial methods and
practices, plans, pricing, lists of Employer's customers and prospective
customers, methods of obtaining customers, financial and operational data of
Employer's present and prospective customers, and the particular business
requirements of the Employer's present and prospective customers. In addition,
Employee may develop on behalf of the Employer, a personal acquaintance with
some of the Employer's customers and prospective customers. As a consequence,
Employee will occupy a position of trust and confidence with respect to the
Employer's affairs and its services. In view of the foregoing, and in
consideration of the remuneration paid and to be paid to the Employee, Employee
agrees that it is reasonable and necessary for the protection of the good will
and business of the Employer that the Employee make the covenants contained in
subparagraphs b., c., and d. below regarding the conduct of Employee during and
after his employment relationship with the Employer, and that the Employer will
suffer irreparable injury if Employee engages in conduct prohibited thereby.

         b.       Employee covenants and agrees that for a period of twenty four
(24) months from the termination of his employment for any reason whatsoever, or
the from the expiration of the term, (the "Non-Compete Period"), he will not
directly or indirectly, as principal, agent, owner, joint venturer, investor,
employee, or consultant, develop software or related hardware, or assist

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others to develop software or related hardware, which is in competition with the
Employer, with functionality similar to the functionality of any software
product(s) developed or under development by Employer, anywhere in the world
(the "Non-Compete Zone"). "Develop software products or related hardware" shall
mean design, create, general or detailed functional or technical specifications
for, create or write code for, enhance, debug or otherwise modify code for, or
otherwise participate in the creation or modification of software product(s) or
hardware related thereto. Employee agrees that the Employer is engaged in the
development of certain internet technology which is capable of application on a
worldwide basis and, accordingly, the above restriction is reasonable and will
not prohibit Employee from obtaining employment at the date of termination of
this Agreement.

         c.       Employee further covenants and agrees that during the
Non-Compete Period, he shall not, directly or indirectly, (i) induce or attempt
to induce, or aid others in inducing, an employee of Employer or its affiliates
to leave the employ of Employer or its affiliates, or in any way interfere with
the relationship between Employer or its affiliates and an employee thereof, or
(ii) in any way interfere with the relationship between Employer or its
affiliates and any customer, supplier, licensee or other business relation of
Employer or its affiliates.

         d.       Employee agrees that any and all of the Employer's
confidential and proprietary information, which includes the matters contained
above, including all intellectual property rights therein, shall be and shall
remain the sole and exclusive property of the Employer. While in the employ of
the Employer, or at any time thereafter, Employee will not, without the express
written consent of the Employer, directly or indirectly, communicate or divulge
to or use for the benefit of himself or any other person, firm, association or
corporation, any of the Employer's trade secrets or confidential information,
including, by way of illustration, the matters contained in subparagraph a.
above, or which were communicated to or otherwise learned of or acquired by
Employee in the course of his employment with the Employer, except that Employee
may disclose such matters to the extent that disclosure is required, (i) in the
course of his employment with Employer or (ii) by a court or governmental agency
of competent jurisdiction without proof of specific damages. Employee will not
use such trade secrets or confidential information in any way or in any capacity
other than as an employee of the Employer and to further the interest of the

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Employer.

                  8.       VACATION: Employee shall be entitled to receive such
paid vacation during each year of this Agreement, while employed full time as
the Employer shall approve from time to time. Vacation shall be taken at such
time or times as will not unreasonably hinder or interfere with Employee's
representation of the Employer's customers or the business or operations of
Employer.

                  9.       DISABILITY: Employee's disability and/or sick leave
shall be covered by the usual and customary policies and procedures of the
Employer.

                  10.      TERMINATION:

                  a.       WITH CAUSE: Employer may, at any time, terminate this
Agreement with cause, with no further obligations to Employee. With cause shall
include:

         i.       The Employee's conviction of, or plea of guilty or nolo
contendere to, a felony or a crime of falsehood or involving moral turpitude, or
fraud or other act or acts of dishonesty on the Employee's part;

         ii.      The failure of Employee to perform his duties to the Employer
or the failure of Employee to comply with the reasonable directions of the board
of directors or Chief Executive Officer of Employer;

         iii.     The determination of the Board of directors in the exercise of
its reasonable judgement that the Employee has committed an act that negatively
affects the Employer's business or reputation or indicates alcohol or drug abuse
by Employee that adversely affects his performance hereunder;

         iv.      Direct or indirect competition with the Employer; and/or

         v.       A material breach by Employee of the terms of this Agreement
or that certain Key Employee Stock Purchase Agreement between Employer and
Employee.

         If the Employee's Employment is terminated with cause, Employee shall
be entitled to receive accrued Base Salary.

                  b.       WITHOUT CAUSE: Without cause, the Employee may
terminate this Agreement upon two (2) weeks written notice to the

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Employer. In such event, Employee shall continue to render his services up to
the date of termination. Without cause, the Employer may terminate this
agreement at any time with two (2) weeks written notice to Employee upon the
consent of the Board of Directors. Termination without cause by Employee shall
mean the voluntary termination of the Agreement by Employee. In such event,
Employee, if requested by the Employer, shall continue to render his services
and shall be paid his regular compensation, including any declared but unpaid
bonuses, up to the date of termination.

                  11.      WARRANTIES OF EMPLOYEE: As a material consideration
in the employment of Employee, Employee hereby confirms representations
previously made to Employer that he or she is free to enter into this employment
arrangement with Employer and hereby warrants that the obligations contained
herein do not conflict with any other agreement with any previous employer or
independent contracting party.

                  12.      REMEDIES:

                  (a)      In the event of a breach or threatened breach of this
Agreement by Employee, Employer shall be entitled, in addition to all other
remedies otherwise available to Employer, to an injunction, enjoining and
restraining such breach or threatened or intended breach, and the Employee
hereby consents to the issuance thereof forthwith in any court of competent
jurisdiction without proof of specific damages.

                  (b)      In the event that either party shall enforce any part
of this Agreement through legal proceedings and the other shall have been in
default hereof, such defaulting party agrees to pay to nondefaulting party any
costs and attorneys' fees reasonably incurred in connection therewith.

                  13.      CUMULATIVE RIGHTS: All of the rights and remedies of
the parties hereto shall be cumulative with, and in addition to, any other
rights, remedies or causes of action allowed by law and shall not exclude any
other rights or remedies available to either of the parties hereto.

                  14.      NOTICES: Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing, and if sent by certified
mail, return receipt requested, to his residence in the case of the Employee, or
to the principal office

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in the case of the Employer.

                  15.      WAIVER OF BREACH: The waiver by either party of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by such party.

                  16.      GOVERNING LAW AND VENUE: The validity of this
Agreement, the construction and enforcement of its terms, and the interpretation
of the rights and duties of the parties shall be governed by the laws of the
Commonwealth of Virginia, and the venue for disputes related thereto will be the
United States District Court for the Eastern District of Virginia or the Circuit
Court of Fairfax County.

                  17.      SEVERABILITY: In the event any one or more of the
provisions of this Agreement shall for any reason be held to be invalid, illegal
or unenforceable, the remaining provisions of this Agreement shall be
unimpaired, and shall continue in full force and effect.

                  18.      ASSIGNMENT: The rights and obligations of the
Employee under this Agreement are not assignable. The rights and obligations of
the Employer under this Agreement inure to the benefit and shall be binding upon
the successors and assigns of the Employer.

                  19.      SURVIVAL OF PROVISIONS: The provisions of this
Agreement set forth in paragraphs 6,7 and 11 hereof, and Employee's
representations and warranties contained herein, shall survive termination of
employment.

                  20.      ENTIRE AGREEMENT: This instrument contains the entire
agreement of the parties with respect to employment of Employee. It may not be
changed orally, but only by agreement in writing, signed by the party against
whom enforcement of any such waiver, change, modification, extension or
discharge is sought.

                  21.      ADVICE OF COUNSEL AND CONSTRUCTION. The parties
acknowledge that this Agreement was drafted by counsel to the Employer who
represented its interests and not Employee. All parties to this Agreement have
been represented by counsel or have had the opportunity to be so represented.
Accordingly the rule of construction of contract language against the drafting
party is hereby waived by all parties.

         IN WITNESS WHEREOF, the parties have executed this agreement

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on the day and year first above written.

                           EMPLOYER:
                           ADVANCED SWITCHING COMMUNICATIONS, INC.
                            a Delaware corporation

                           By:

--------------------------
                           Name:
                                ------------------------
                           Title:
                                 -----------------------

                           EMPLOYEE:

                           By:

                           -----------------------------
                           Name:
                                ------------------------

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