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                                                                   Exhibit 10.17


                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT AGREEMENT, dated as of July 2, 2000, by and between
LEXENT INC., a Delaware corporation (the "Company"), and NANCY HUSON (the
"Employee").

                              W I T N E S S E T H:

                  WHEREAS the Company desires to induce the Employee to enter
into employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;

                  NOW, THEREFORE, for and in consideration of the premises
hereof and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:

                  1. Employment.

                  (a) The Company hereby agrees to employ the Employee, and the
         Employee hereby agrees to accept such employment with the Company,
         commencing on July 10, 2000 (the "Commencement Date") and continuing
         for the period set forth in Section 2 hereof, all upon the terms and
         conditions hereinafter set forth.

                  (b) The Employee affirms and represents that as of the
         commencement of her employment by the Company on the Commencement Date,
         she will be under no obligation to any former employer or other party
         which is in any way inconsistent with, or which imposes any restriction
         upon, the Employee's acceptance of employment hereunder with the
         Company, the employment of the Employee by the Company, or the
         Employee's undertakings under this Agreement.

                  2. Term of Employment. Unless earlier terminated as provided
in this Agreement, the term of the Employee's employment under this Agreement
shall be for a period beginning on the Commencement Date and ending on July 10,
2004. The period from the Commencement Date until June 10, 2004, or, in the
event that the Employee's employment hereunder is earlier terminated as provided
herein, such shorter period, is hereinafter called the "Employment Term."

                  3. Duties. The Employee shall be employed as Executive Vice
President - Corporate Development of the Company, shall faithfully perform and
discharge such duties as inhere in the position of Executive Vice President of
the Company as may be specified in the Bylaws of the Company with respect to
such position, and shall also perform and discharge such
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other duties and responsibilities consistent with such position as the Board of
Directors of the Company (the "Board of Directors") shall from time to time
determine. The Employee shall report to the Chief Executive Officer of the
Company. The Employee shall perform her duties principally at offices of the
Company in New York City, New York, with such travel to such other locations
from time to time as the Chief Executive Officer may reasonably prescribe.
Except as may otherwise be approved in advance by the Board of Directors, and
except during vacation periods and reasonable periods of absence due to
sickness, personal injury or other disability, the Employee shall devote her
full business time throughout the Employment Term to the services required of
her hereunder. The Employee shall render her business services exclusively to
the Company and its subsidiaries during the Employment Term and shall use her
best efforts, judgment and energy to improve and advance the business and
interests of the Company and its subsidiaries in a manner consistent with the
duties of her position.

                  4. Compensation.

                  (a) Salary. As compensation for the performance by the
         Employee of the services to be performed by the Employee hereunder
         during the Employment Term, the Company shall pay the Employee a base
         salary at the annual rate of Two Hundred and Forty Thousand Dollars
         ($240,000) (said amount, together with any increases thereto, being
         hereinafter referred to as "Salary"). The Employee's salary shall
         increase from time to time as determined by the Board of Directors in
         its sole discretion; provided, that such Salary shall increase at least
         five percent (5%) each year of the Employment Term. Any Salary payable
         hereunder shall be paid in regular intervals in accordance with the
         Company's payroll practices from time to time in effect.

                  (b) Bonus. Provided that the Employee is employed by the
         Company on the last day of the fiscal year (or on June 30, 2004 for the
         calendar year 2004), the Employee shall be eligible to receive bonus
         compensation from the Company in respect of each fiscal year (or
         portion thereof) occurring during the Employment Term in an amount
         targeted at 40% of her Salary (pro rated only for the calendar year
         2004) if the Company achieves the target performance objectives
         established by the Compensation Committee of the Board of Directors
         (the "Compensation Committee") with respect to such fiscal year. In
         accordance with the foregoing conditions, the Employee shall also be
         eligible to receive additional bonus compensation from the Company in
         respect of each fiscal year (or portion thereof) occurring during the
         Employment Term in an amount targeted at 60% of her Salary (prorated
         only for calendar year 2004) for exceptional performance as may be
         determined by the Compensation Committee in its sole discretion.

                  (c) Initial Payment. In connection with the execution and
         delivery by the Employee of this Agreement, the Company shall pay the
         Employee a one-time bonus in the amount of $50,000 (the "Initial
         Payment") on or before July 31, 2000.


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                  5. Other Benefits; Options.

                  (a) General. During the Employment Term, the Employee shall:

                           (i) be eligible to participate in employee fringe
         benefits and pension and/or profit sharing plans that may be provided
         by the Company for its senior executive employees in accordance with
         the provisions of such plans, as the same may be in effect from time to
         time;

                           (ii) be eligible to participate in any medical and
         health plans or other employee welfare benefit plans that may be
         provided by the Company for its senior executive employees in
         accordance with the provisions of any such plans, as the same may be in
         effect from time to time;

                           (iii) be entitled to the number of paid vacation days
         in each calendar year determined by the Company from time to time for
         its senior executive officers, provided that such number of paid
         vacation days in each calendar year shall not be less than twenty (20)
         work days (four calendar weeks); the Employee shall also be entitled to
         all paid holidays given by the Company to its senior executive
         officers;

                           (iv) be entitled to sick leave, sick pay and
         disability benefits in accordance with any Company policy that may be
         applicable to senior executive employees from time to time; and

                           (v) be entitled to reimbursement for all reasonable
         and necessary out-of-pocket business expenses incurred by the Employee
         in the performance of her duties hereunder in accordance with the
         Company's normal policies from time to time in effect.

                  (b) Grant of Initial Options. In connection with the execution
         and delivery of this Agreement by the Employee, the Company is granting
         to the Employee options ("Initial Options") to purchase 750,000 shares
         (as adjusted equitably for stock dividends, stock splits, combinations,
         etc.) of Company Common Stock, $.001 par value ("Common Stock"), at a
         purchase price $6.00 (as adjusted equitably for stock dividends, stock
         splits, combinations, etc.), of which options to purchase 25% of such
         shares of Common Stock shall vest on the Commencement Date and options
         to purchase the remaining shares of Common Stock will vest in
         thirty-six equal increments over the thirty-six month period beginning
         on the first anniversary of the Commencement Date. Further, the Initial
         Options will contain provisions providing that (i) if the Employee's
         employment hereunder is terminated Without Cause or for Good Reason
         (each, as defined in Section 7 hereof) during the Employment Term, all
         of the previously unexercisable portion of the Initial Options shall
         become immediately vested; and (ii) if there is a Change of Control (as
         defined in (e) below) of the Company during the Employment Term, all of
         the previously unexercisable portion of the Initial Options shall
         become immediately vested.

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         All terms and conditions, including those referred to herein, shall be
         provided in a Stock Option Agreement of even date herewith between the
         Company and the Employee.

                  (c) Put Option for Certain Initial Options. Subject to Section
         8(c) hereof, for the period (the "Put Option Period") beginning on the
         date (the "Lock-Up Termination Date") which is 180 days after the date
         the Company consummates an initial public offering of its Common Stock
         and ending on the one-year anniversary of the Lock-Up Termination Date,
         Employee shall have the right and option (the "Put Option"), but not
         the obligation, to sell to the Company any unexercised and vested
         Initial Options representing up to 187,500 shares (as adjusted
         equitably for stock dividends, stock splits, combinations, etc., the
         "Put Option Shares") of Common Stock in accordance with the following
         terms and conditions:

                           (i) In the event that Employee exercises the Put
                  Option, the Company shall pay to Employee as purchase price
                  for the Put Option Shares an amount (the "Purchase Price") per
                  share equal to the difference between $8.50 (as adjusted
                  equitably for stock dividends, stock splits, combinations,
                  etc.) and the exercise price of the Initial Options underlying
                  any Put Option Shares provided for in paragraph (b) of Section
                  5 hereof.

                           (ii) Employee may exercise the Put Option by giving
                  the Company a written notice of election to sell the Put
                  Option Shares (the "Put Option Notice") at any time during the
                  Put Option Period, which Put Option Notice shall specify the
                  number of Put Option Shares to be sold and the Purchase Price
                  for such Put Option Shares.

                           (iii) The closing for the purchase by the Company of
                  such Put Option Shares will take place at the principal office
                  of the Company as soon as practicable for both Employee and
                  the Company after delivery of the Put Option Notice. At such
                  closing, the Employee will deliver the stock option agreement
                  representing the options underlying the Put Option Shares to
                  be sold to the Company and such other documentation as
                  reasonably requested by the Company or their counsel, against
                  payment in cash of the Purchase Price thereof. Any Initial
                  Options underlying Put Option Shares sold to the Company
                  pursuant to the provisions of this Section 5(c) will
                  thereafter be terminated and no longer exercisable by
                  Employee.

                  (d) Grant of Subsequent Options. In connection with her
         continued employment by the Company, on the first anniversary of the
         Commencement Date, and on each of the subsequent anniversaries thereof
         during the Employment Term, the Company agrees to grant the Employee
         options ("Subsequent Options") to purchase at least 45,000 shares (as
         adjusted equitably for stock dividends, stock splits, combinations,
         etc.) of Common Stock at a purchase price equal to the Fair Market
         Value (as defined in (f) below) of the Common Stock on the date of
         grant, which options shall vest in twenty-five

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         percent increments over a four-year period with the first twenty-five
         percent to vest on the first anniversary of the date of grant. Each
         grant of these Subsequent Options shall be pursuant to specific terms
         set forth in a stock option agreement between the Company and the
         Employee.

                  (e) Change of Control. "Change of Control" means any capital
         reorganization, consolidation, merger or sale of assets as a result of
         which or in connection with which a person, corporation or other entity
         other than Kevin and Hugh O'Kane acquires (x) ownership of more than
         50% of the equity securities of the Company or (y) all or substantially
         all of the assets and properties of the Company as an entirety.

                  (f) Fair Market Value. "Fair Market Value" means as of any
         date, the value of Common Stock determined as follows:

                           (i) If the Common Stock is listed on any established
         stock exchange or a national market system, including without
         limitation the National Market System of the National Association of
         Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the
         Fair Market Value of a share of Common Stock shall be the closing sales
         price for such stock (or the closing bid, if no sales were reported) as
         quoted on such system or exchange (or the exchange with the greatest
         volume of trading in Common Stock) on the last market trading day prior
         to the day of grant of the particular Subsequent Options and as
         reported in the Wall Street Journal or such other source as the
         Compensation Committee deems reliable;

                           (ii) If the Common Stock is quoted on the NASDAQ
         System (but not on the National Market System thereof) or is regularly
         quoted by a recognized securities dealer but selling prices are not
         reported, the Fair Market Value of a share of Common Stock shall be the
         average between the high bid and low asked prices for the Common Stock
         on the last market trading day prior to the day of grant of the
         particular Subsequent Options and as reported in the Wall Street
         Journal or such other source as the Compensation Committee deems
         reliable; or

                           (iii) In the absence of an established market for the
         Common Stock, the Fair Market Value shall be determined in good faith
         by the Compensation Committee.

                  6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:

                  (a) The Employee has and will have access to and will
         participate in the development of or be acquainted with confidential or
         proprietary information and trade secrets related to the business of
         the Company and any present or future subsidiaries or affiliates of the
         Company (collectively with the Company, the "Companies"), including but
         not limited to (i) customer lists; related records and compilations of
         information; the identity, lists or descriptions of any new customers,
         referral sources or organizations;

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         financial statements; cost reports or other financial information;
         contract proposals or bidding information; business plans; training and
         operations methods and manuals; personnel records; software programs;
         reports and correspondence; and management systems, policies or
         procedures, including related forms and manuals; (ii) information
         pertaining to future developments such as future marketing or
         acquisition plans or ideas, and potential new business locations and
         (iii) all other tangible and intangible property, which are used in the
         business and operations of the Companies but not made public. The
         information and trade secrets relating to the business of the Companies
         described hereinabove in this paragraph (a) are hereinafter referred to
         collectively as the "Confidential Information", provided that the term
         Confidential Information shall not include any information (A) that is
         or becomes generally publicly available (other than as a result of
         violation of this Agreement by the Employee), (B) that the Employee
         receives on a nonconfidential basis from a source (other than the
         Companies or their representatives) that is not known by her to be
         bound by an obligation of secrecy or confidentiality to any of the
         Companies or (C) that was in the possession of the Employee prior to
         disclosure by the Companies.

                  (b) The Employee shall not disclose, use or make known for her
         or another's benefit any Confidential Information or use such
         Confidential Information in any way except as is in the best interests
         of the Companies in the performance of the Employee's duties under this
         Agreement. The Employee may disclose Confidential Information when
         required by a third party and applicable law or judicial process, but
         only after providing immediate notice to the Company of any third
         party's request for such information, which notice shall include the
         Employee's intent to disclose any Confidential Information with respect
         to such request.

                  (c) The Employee acknowledges and agrees that a remedy at law
         for any breach or threatened breach of the provisions of this Section 6
         would be inadequate and, therefore, agrees that the Companies shall be
         entitled to seek injunctive relief in addition to any other available
         rights and remedies in case of any such breach or threatened breach by
         the Employee; provided, however, that nothing contained herein shall be
         construed as prohibiting the Companies from pursuing any other rights
         and remedies available for any such breach or threatened breach.

                  (d) The Employee agrees that upon termination of her
         employment with the Company for any reason, the Employee shall
         forthwith return to the Company all Confidential Information in
         whatever form maintained (including, without limitation, computer discs
         and other electronic media).


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                  (e) The obligations of the Employee under this Section 6
         shall, except as otherwise provided herein, survive the termination of
         the Employment Term and the expiration or termination of this
         Agreement.

                  (f) Without limiting the generality of Section 12 hereof, the
         Employee hereby expressly agrees that the foregoing provisions of this
         Section 6 shall be binding upon the Employee's heirs, successors and
         legal representatives.

                  7. Termination of Employment.

                  (a) The Employee's employment hereunder shall be terminated
         upon the occurrence of any of the following:

                           (i) death of the Employee;

                           (ii) the Employee's inability to perform her duties
         on account of disability or incapacity for a period of one hundred
         eighty (180) or more days, whether or not consecutive, within any
         period of twelve (12) consecutive months;

                           (iii) the Company giving written notice, at any time,
         to the Employee that the Employee's employment is being terminated for
         "Cause" (as defined in (b) below);

                           (iv) the Company giving written notice, at any time,
         to the Employee that the Employee's employment is being terminated or
         is not being renewed, other than pursuant to clause (i), (ii) or (iii)
         above ("Without Cause"); or

                           (v) the Employee terminates her employment hereunder
         for "Good Reason" (as defined in (c) below); or

                           (vi) the Employee terminates her employment hereunder
         for any reason whatsoever (whether by reason of retirement, resignation
         or otherwise) other than in accordance with (v) above.

                  (b) Cause. The following actions, failures and events by or
         affecting the Employee shall constitute "Cause" for termination within
         the meaning of clause (iii) of Section 7 (a) above:

                           (i) a conviction of, or plea of nolo contendere to, a
         felony;

                           (ii) willful misconduct that is materially injurious
         to the Company;


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                           (iii) failure to undertake communicated directives on
         material business matters despite written instruction to do so by the
         Board of Directors or the Chairman of the Company; or

                           (iv) any willful material breach of this Agreement
         which has resulted in material injury to the Company.

                  (c) Good Reason. The Employee may terminate her employment
         with the Company for "Good Reason" if, without the Employee's written
         consent, there is:

                           (i) a material adverse change in the Employee's title
         or Salary;

                           (ii) the assignment of duties to the Employee
         materially and adversely inconsistent with the Employee's position;


                           (iii) any requirement by the Company that Employee's
         primary office location be other than in New York City or the state of
         New Jersey; or


                           (iv) a Change of Control of the Company.

         In the event that Employee determines that a Good Reason exists for
         termination, Employee must notify the Company of such determination in
         writing, within 30 days following Employee's actual knowledge of the
         event giving rise to such Good Reason. Following receipt of such
         notice, if, in the next 30 days, the Company remedies the event giving
         rise to such Good Reason, Employee may not terminate her employment
         with the Company for Good Reason as a result of such event.

                  8. Payments Upon Termination.

                  (a) Termination Without Cause or for Good Reason. In addition
         to the acceleration of the Initial Options provided for in Section
         5(b)(i) hereof and subject to paragraph (c) below, in the event that
         the Employee's employment is terminated by the Company Without Cause or
         by the Employee for Good Reason during the Employment Term then the
         Company shall pay to the Employee, as severance pay or liquidated
         damages or both, monthly payments at the rate per annum of her Salary
         at the time of such termination and any bonus that Employee would have
         been entitled to under Section 4(b) but for Employee's termination by
         the Company (pro rated for the portion of the fiscal year occurring
         prior to the cessation of the Employee's employment) for a period of
         twelve (12) months after such termination.

                  (b) Payments Limited. Notwithstanding anything to the contrary
         expressed or implied herein, except as required by applicable law and
         except as set forth in Section 8(a) above, neither the Company nor any
         of its affiliates shall be obligated to make any payments to the
         Employee or on her behalf of whatever kind or nature by reason of the


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         Employee's cessation of employment (including, without limitation, by
         reason of termination of the Employee's employment by the Company for
         Cause, Without Cause or otherwise or by the Employee for Good Reason or
         otherwise), other than (i) such amounts, if any, of her Salary and
         bonus as shall have accrued and remained unpaid as of the date of said
         cessation, (ii) such other amounts, if any, which may be then otherwise
         payable to the Employee pursuant to the terms of the Company's benefits
         plans or pursuant to clause (v) of Section 5(a) above and (iii) subject
         to paragraph (c) below, such amounts, if any, pursuant to the
         Employee's exercise of the Put Option.

                  (c) Treatment of Put Option upon Termination. Unless the
         Employee shall have previously delivered to the Company the Put Option
         Notice in accordance with Section 5(c)(ii) hereof, the Employee's right
         to exercise the Put Option will be terminated on the date the
         Employee's employment is terminated for any reason; provided, that, in
         the event that Employee's employment is terminated by the Company
         Without Cause or by the Employee for Good Reason during the Put Option
         Period, Employee shall have the right to exercise the Put Option for 30
         days after such termination in accordance with Section 5(c) above.

                  (d) Interest. No interest shall accrue on or be paid with
         respect to any portion of any payments under this Section 8.

                  9.  Non-Assignability.

                  (a) Neither this Agreement nor any right or interest hereunder
         shall be assignable by the Employee or her beneficiaries or legal
         representatives without the Company's prior written consent; provided,
         however, that nothing in this Section 9(a) shall preclude the Employee
         from designating a beneficiary to receive any benefit payable hereunder
         upon her death or incapacity. This Agreement may not be assigned by the
         Company except with the Employee's prior written consent, provided,
         however, that the Company may assign this Agreement to an affiliate of
         the Company with the financial resources to fulfill the Company's
         obligations hereunder.

                  (b) Except as required by law, no right to receive payments
         under this Agreement shall be subject to anticipation, commutation,
         alienation, sale, assignment, encumbrance, charge, pledge, or
         hypothecation or to exclusion, attachment, levy or similar process or
         to assignment by operation of law, and any attempt, voluntary or
         involuntary, to effect any such action shall be null, void and of no
         effect.

                  10.  Restrictive Covenants.

                  (a) Competition. During the Employment Term and, in the event
         the Employee's employment is terminated, during the period (the
         "Applicable Continuation Period") following such termination and
         continuing until (i) the last payment is made to the Employee pursuant
         to Section 8(a) hereof or (ii) in the case of a termination of the


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         Employee's employment pursuant to Section 7(a)(iii) or (v) hereof, the
         first anniversary of the date of such termination, the Employee will
         not directly or indirectly (as a director, officer, executive employee,
         manager, consultant, independent contractor, advisor or otherwise)
         engage in competition with, or own any interest in, perform any
         services for, participate in or be connected with any business or
         organization which engages in competition with any of the Companies
         within the meaning of Section 10(d), provided, however, that the
         provisions of this Section 10(a) shall not be deemed to prohibit the
         Employee's ownership of not more than two percent (2%) of the total
         shares of all classes of stock outstanding of any publicly held
         company, or ownership, whether through direct or indirect stock
         holdings or otherwise, of not more than one percent (1%) of any other
         business.

                  (b) Non-Solicitation. During the Employment Term and during
         the Applicable Continuation Period, the Employee will not directly or
         indirectly induce or attempt to induce any employee of any of the
         Companies to leave the employ of the Company or such subsidiary or
         affiliate, or in any way interfere with the relationship between any of
         the Companies and any employee thereof.

                  (c) Non-Interference. During the Employment Term and during
         the Applicable Continuation Period, the Employee will not directly or
         indirectly hire, engage, send any work to, place orders with, or in any
         manner be associated with any supplier, contractor, subcontractor or
         other business relation of any of the Companies if such action by her
         would have an adverse effect on the business, assets or financial
         condition of any of the Companies, or materially interfere with the
         relationship between any such person or entity and any of the
         Companies.

                  (d) Certain Definitions.

                           (i) For purposes of this Section 10, a person or
         entity (including, without limitation, the Employee) shall be deemed to
         be a competitor of one or more of the Companies, or a person or entity
         (including, without limitation, the Employee) shall be deemed to be
         engaging in competition with one or more of the Companies, if such
         person or entity conducts, or, to the knowledge of the Employee, plans
         to conduct, the Specified Business (as hereinafter defined) as a
         significant portion of its business in any of the markets served by the
         Companies or, in the case of a person or entity pursuing a business
         strategy of providing telecommunications infrastructure services,
         anywhere in the continental United States.

                           (ii) For purposes of this Agreement, "Specified
         Business" means (A) providing outsourced telecommunications
         infrastructure services to local or long distance telecommunications
         providers or engaging in any business conducted by the Company at the
         time of termination of the Employee's employment with the Company or
         (B) conducting, operating, carrying out or engaging in the business of
         managing any entity described in clause (A).


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                  (e) Certain Representations of the Employee. In connection
         with the foregoing provisions of this Section 10, the Employee
         represents that her experience, capabilities and circumstances are such
         that such provisions will not prevent her from earning a livelihood.
         The Employee further agrees that the limitations set forth in this
         Section 10 (including, without limitation, time and territorial
         limitations) are reasonable and properly required for the adequate
         protection of the current and future businesses of the Companies. It is
         understood and agreed that the covenants made by the Employee in this
         Section 10 (and in Section 6 hereof) shall survive the expiration or
         termination of this Agreement.

                  (f) Injunctive Relief. The Employee acknowledges and agrees
         that a remedy at law for any breach or threatened breach of the
         provisions of Section 10 hereof would be inadequate and, therefore,
         agrees that the Company and any of its subsidiaries or affiliates shall
         be entitled to seek injunctive relief in addition to any other
         available rights and remedies in cases of any such breach or threatened
         breach; provided, however, that nothing contained herein shall be
         construed as prohibiting the Company or any of its affiliates from
         pursuing any other rights and remedies available for any such breach or
         threatened breach.

                  11. Representations and Warranties. The Employee represents
and warrants that she is not subject to or a party to any agreement, contract,
covenants, order or other restriction which in any way prohibits, restricts or
impairs the Employee's ability to enter into this Agreement and carry out her
duties and obligations hereunder. Each party hereto represents and warrants to
the other that (i) each has the full legal right and power and all authority and
approvals required to enter into, execute and deliver this Agreement and to
perform fully all of her or its obligations hereunder; and (ii) this Agreement
has been duly executed and delivered and constitutes a valid and binding
obligation of each party, enforceable in accordance with its terms.

                  12. Binding Effect. Without limiting or diminishing the effect
of Section 9 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.

                  13. Notices. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and
postage prepaid, (iii) sent via a nationally recognized overnight courier or
(iv) sent via facsimile confirmed in writing to the recipient, if to the Company
at the Company's principal place of business, and if to the Employee, at her
home address most recently filed with the Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto, provided, however, that any notice sent by certified or registered mail
shall be deemed delivered on the date of delivery as evidenced by the return
receipt.


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                  14. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

                  15. Severability. The Employee agrees that in the event that
any court of competent jurisdiction shall finally hold that any provision of
Section 6 or 10 hereof is void or constitutes an unreasonable restriction
against the Employee, the provisions of such Section 6 or 10 shall not be
rendered void but shall apply with respect to such extent as such court may
judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 10 is held
by a court of competent jurisdiction to be invalid, illegible or incapable of
being enforced in whole or in part by reason of any rule of law or public
policy, such part shall be deemed to be severed from the remainder of this
Agreement for the purpose only of the particular legal proceedings in question
and all other covenants and provisions of this Agreement shall in every other
respect continue in full force and effect and no covenant or provision shall be
deemed dependent upon any other covenant or provision.

                  16. Waiver. Failure to insist upon strict compliance with any
of the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

                  17. Entire Agreement; Modifications. This Agreement
constitutes the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements, oral
and written, between the parties hereto with respect to the subject matter
hereof. This Agreement may be modified or amended only by an instrument in
writing signed by both parties hereto.

                  18. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                    * * * * *


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                  IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
LEXENT INC.



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





                                            -----------------------------------
                                                  Nancy Huson


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