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                                                                   EXHIBIT 10.64

                              EMPLOYMENT AGREEMENT

        This Employment Agreement (the "Employment Agreement") is made by and
between e.spire(R) Communications, Inc., a Delaware corporation, having its
principal place of business at 12975 Worldgate Drive, Herndon, Virginia 20170
(which, together with any affiliates or subsidiaries are hereinafter
collectively referred to as "Company") and JULIETTE WILLIAMS PRYOR, an
individual residing at 1400 Iris Street, N.W., Washington, D.C. 20012
(hereinafter referred to as "Employee").

                                   WITNESSETH

        WHEREAS, the Company desires to employ the services of Employee as its
Senior Vice President, General Counsel, and Corporate Secretary under the terms
and conditions set forth herein; and

        WHEREAS, Employee desires to provide services as Senior Vice President,
General Counsel, and Corporate Secretary and for the Company under the terms and
conditions set forth herein,

        NOW, THEREFORE, in consideration of the promises and of the mutual
covenants undertaken herein, and with the intent to be legally bound hereby, the
Company and Employee hereby agree as follows:

1       Employment. The Company hereby agrees to employ Employee and Employee
        hereby agrees to said employment in accordance with the terms and
        conditions hereinafter set forth.

2       Term. Employment hereunder shall be deemed to have commenced as of
        January 2, 2001 (the "Effective Date") and continue through December 31,
        2001, unless otherwise terminated pursuant to the terms hereof, or
        otherwise extended or renewed by written agreement upon such terms and
        conditions as are then mutually acceptable to the Employee and the
        Company.

3       Location. The Company shall provide office space for Employee in
        Columbia, Maryland, Annapolis Junction, Maryland, Herndon, Virginia or
        wherever the Company's headquarters may be located.

4       Duties. Employee shall serve as Senior Vice President, General Counsel,
        and Corporate Secretary of the Company or any other position of
        comparable seniority as directed by the CEO. Employee shall report to,
        and take direction from the Chief Executive Officer ("CEO") or President
        of the Company and shall devote her full business time to the affairs of
        the Company.

5       Compensation.

        a)      Salary. Employee shall be compensated by the payment of $170,000
                per annum in accordance with the Company's standard payroll
                practices for employee at his level (as


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        such amount may be increased from time to time, "Base Salary"). Employee
        understands that all salary and bonus compensation paid to Employee
        under this Employment Agreement shall be subject to the usual and
        customary federal and state tax withholding and other employment taxes
        as required by law. Except for the cash bonuses payable in accordance
        with Paragraph 5(b) hereof, in the event Employee is terminated for
        Cause as defined in Paragraph 11 hereof or voluntarily terminates his
        employment with the Company, all compensation shall be prorated if
        employment is terminated other than at the end of a calendar month.
        Employee will receive a salary review on the anniversary of this
        Agreement. Additional or increased compensation, while not formalized,
        will be based on the Company's performance as well as his individual
        contribution to that performance, and shall be determined at the sole
        discretion of the CEO and the Company's Board of Directors (the
        "Board").

b)      Bonus. In March of 2001, Employee shall be eligible for a performance
        bonus of 40% of employee's Base Salary less required deductions.
        Eligibility for this bonus is outlined in the year 2000 Bonus Plan.

c)      Stock Options.

        i)      In addition to the foregoing compensation, Employee is hereby
                granted incentive stock options under the Company's Amended 1994
                Stock Option Plan (the "Plan") to purchase up to 15,000 shares
                of the common stock of the Company upon the following terms and
                conditions (such options are referred to herein as the "Stock
                Options"). Subject to the vesting requirement set forth herein,
                the Stock Options shall be exercisable as to each tranche of
                shares through the day immediately preceding the fifth (5th)
                anniversary of the vesting date for such tranche. The exercise
                price of the Stock Options will be the last reported sale price
                of the common stock on the date of grant on January 2, 2001. The
                Stock Options will vest on an "earn out" basis, that is 25% of
                the Stock Options will vest on each anniversary of the Effective
                Date of this Agreement. Once vested, the Stock Options shall be
                exercisable for a period of twelve (12) months from the date
                Employee's employment is terminated either voluntarily by the
                Employee or without Cause by the Company. The Stock Options
                shall not vest if, prior to the relevant vesting date, Employee
                is terminated for Cause. If the Employee is terminated without
                Cause, the Stock Options shall vest only as expressly provided
                in Paragraph 11(b).

        ii)     With respect to amendments to the Plan, and with respect to
                future stock option plans or programs to be participated in by
                senior officers or key employees of the Company or its successor
                companies, Employee shall participate in an equitable manner,
                and at a level consistent with the participation of other
                officers and key employees of the Company.

d)      Restricted Stock. The Compensation Committee of the Board of Directors
        shall grant to Employee 25,000 shares of common stock of the Company,
        $.01 par value per share. The shares will not be registered under the
        Securities Act of 1933, as amended, and thus will bear a restrictive
        legend to that effect. The shares are also subject to the terms and


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        conditions of the 1998 Restricted Stock Plan (exhibit A hereto),
        including the risk of forfeiture. In order to receive such shares,
        Employee shall execute a Restricted Stock Agreement (exhibit B hereto)
        and an associated Stock Power Agreement (exhibit C hereto).

6       Fringe Benefit Plans. Employee shall be entitled to all benefits
        accorded to Company officers in general. Employee shall also be entitled
        to participate in fringe benefit plans, including, but not limited to,
        the Company's medical and dental insurance, life insurance, disability
        insurance, stock option plans, or other benefit plans which may be
        adopted or amended by the Company from time to time during the term of
        this Employment Agreement to the same extent and in the same manner as
        other senior employees similarly situated.

7       Employee and Company Representations. Employee hereby represents and
        warrants to the Company that: (a) the execution, delivery and
        performance of this Employment Agreement by Employee does not and will
        not conflict with, breach, violate or cause a default under any
        contract, agreement, instrument, order, judgement or decree to which
        Employee is a party or is presently bound; and (b) Employee is not a
        party to or bound by any employment agreement or non-competition
        agreement with any other person or entity.

8       Business Expenses. The Company shall reimburse Employee for all
        reasonable business and professional expenses incurred by Employee in
        connection with his employment within thirty (30) days of the Company's
        receipt of vouchers, receipts or other appropriate documentation which
        conform to the requirements of the Company's expense reimbursement
        procedures.

9       Vacation. Employee shall be entitled to an initial annual vacation of
        three (3) weeks. Scheduling of each vacation shall be with the
        reasonable consent of the CEO.

10      Professional Education. Employee's attendance at professional seminars,
        and the payment and/or reimbursement of costs and expenses associated
        therewith, shall be decided on an ad hoc basis by the Company and
        Employee.

11      Severance.

        a)      The Company reserves the right to terminate Employee's
                employment at any time, in its sole discretion, without Cause.
                For purposes of this Employment Agreement, "Cause" shall mean
                (i) the conviction for a felony or any crime involving moral
                turpitude or the commission of any other act involving
                dishonesty, conflict of interest, or fraud with respect to the
                Company; (ii) substantial failure to perform duties as
                reasonably directed by the Company, which failure is not cured
                within five (5) days, or if not curable within five (5) days
                action to cure such failure is not initiated within five (5)
                days, of Company's written notice to Employee and thereafter
                consistently and diligently pursued until cured; (iii) gross
                negligence, intentional or willful misconduct; (iv) or, any
                other material breach of this Employment Agreement by Employee
                which is not cured within thirty (30) days' after written notice
                thereof to Employee from the Company.



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        b)      If Employee's employment is terminated without Cause
                ("Termination"), Employee shall receive his then current Base
                Salary (payable in accordance with the Company's normal payroll
                practices, and not in a lump sum payment) and health and medical
                benefits coverage at the Company's expense for a period of one
                year from the date of Termination, compensation for unused
                vacation for the year in which Employee is terminated and he
                shall then vest in all Stock Options which would vest during
                that fiscal year, plus an additional 10,000 unvested Stock
                Options. Any substantial reduction in Employee's
                responsibilities, reduction in reporting structure, reduction in
                Title, or reduction in Base Salary, will constitute a
                constructive Termination and will entitle Employee to terminate
                his employment and to deem such Termination a termination
                without Cause and to receive all of the benefits for such
                Termination except that the Base Salary shall be the Base Salary
                before any such reduction.

        c)      Employee will not be required to mitigate the amount of any
                payment or benefit provided in this Paragraph 11 by seeking
                other employment or otherwise, nor will the amount of
                compensation or benefit provided for in this Paragraph be
                reduced by any compensation she may earn as a result of his
                subsequent employment by another employer.

        d)      In the event of a Sale of the Company (as such term is defined
                in Section 10.c. of the Company's 1994 Stock Option Plan, as
                amended (the "Plan")) Employee shall be offered continued
                employment in the same position or in another position of
                comparable seniority and responsibility for a period of one (1)
                year from the date of such Sale.

        e)      In the event Employee is subject to any excise charges pursuant
                to Sections 4999 and 280g of the Internal Revenue Code, for any
                compensation hereunder as a result of a Sale (as such term is
                defined in Section 10.c. of the Plan) Company shall pay Employee
                such excise amounts as well as any further federal, state, and
                local income taxes payable by Employee with respect to such
                excise amounts received by Employee from Company.

12      Loyalty. The performance of services hereunder shall be Employee's
        exclusive employment relationship and Employee shall devote his full
        business time and best efforts to the performance of services under this
        Employment Agreement. During the term of this Employment Agreement,
        Employee shall not at any time or place whatsoever, either directly or
        indirectly, engage in business or render services to any extent
        whatsoever to any third party, except under and pursuant to this
        Employment Agreement, unless expressly agreed upon by the parties.

13      Confidential Information. Employee acknowledges that the proprietary
        information, observations and data obtained by Employee while employed
        by the Company concerning the business or affairs of the Company or any
        affiliate or subsidiary thereof ("Confidential Information") is the
        property of the Company. Therefore, Employee agrees not to disclose to
        any unauthorized person or use for the Employee's account any
        Confidential Information without the prior written consent of the
        Company unless and to the extent that the aforementioned matters become
        generally known to and available for use by the public other than as a
        result of Employee's acts or omissions. Upon request, Employee shall
        deliver to the Company at the termination of this Employment Agreement,
        or at any other time the



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        Company may request, all memoranda, notes, plans, records, reports, and
        other documents (and copies thereof) relating to the Confidential
        Information or the business of the Company. This provision shall not
        apply to information (other than Confidential Information even if
        obtained prior to this Agreement) deemed to be known by Employee at the
        time of the execution of the Employment Agreement, including information
        gained by virtue of his past experience and know-how, or to his general
        expertise.

14      Work Product. Employee agrees that all methods, analyses, reports, plans
        and all similar or related information which: (a) relate to the Company
        or any of its affiliates or subsidiaries and which (b) are conceived,
        developed or made by Employee in the course of his employment by the
        Company ("Work Product") belong to the Company. Employee will promptly
        disclose such Work Product to the Company and perform all actions
        reasonably requested by the Company to establish and confirm such
        ownership by the Company.

15      Covenant Not to Compete. For one (1) year following the termination of
        Employee's employment with the Company, Employee covenants and agrees
        with the Company not to engage, either directly or indirectly, as an
        equity owner or personally as an officer, director, employee, partner,
        consultant or agent, in the rendering of any of the same services as are
        provided by the Company at the time Employee's employment with the
        Company is terminated, or which the Company has targeted to provide in
        its written business plan which has been approved by the Board of
        Directors as of the time of such termination, in any of the market areas
        in which the Company has targeted to provide such services in its
        business plan at the time of such termination, provided that Employee
        may own up to 2% of the outstanding equity securities of any
        publicly-traded company regardless of whether any such company is a
        competitor of the Company, so long as Employee's relationship to any
        such company is that of a strictly passive investor.

16      Covenant Not to Solicit. During the term of Employee's employment with
        Employer, and for a period of 18 months thereafter, Employee shall not
        either directly or indirectly:

                i)      employ, retain the services of, or seek to employ or to
                        retain the services of any person who is at that time or
                        was within the previous four months employed by, or
                        providing services to Employer, without the prior
                        express written permission of Employer, which Employer
                        may in its absolute discretion withhold;

                ii)     induce any Employee or other person providing services
                        to Employer to leave her employment or to cease
                        providing services to Employer; nor

                iii)    solicit customers serviced by the Employee or sought to
                        be serviced by the Employee, or whose identity the
                        Employee learned while employed by Employer, which
                        solicitation is for or on behalf of any entity engaged
                        in or seeking to be engaged in Employer's Business.

        Employee attests that if her employment with Employer were to terminate,
        she could earn a living while fully complying with all the terms of this
        Agreement and that the restrictions


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        contained in this Agreement are reasonable and necessary to protect
        Employer's legitimate interests in its Confidential Information and
        customer relationships.

17      Non-Assignability. Neither this Employment Agreement nor any right or
        interest hereunder shall be assignable or subject to any encumbrance,
        pledge, hypothecation, attachment, or anticipation of any kind by
        Employee, his spouse or his legal representatives, without the company's
        written consent but shall inure to the benefit of and be binding upon
        Employee's estate. If Employee should die while any amounts would still
        be payable to Employee under this Agreement, all such amounts will be
        paid in accordance with this Agreement to Employee's estate.

18      Entire Agreement. This Employment Agreement shall be the entire
        agreement and understanding of the parties relating to the subject
        matter hereof, and any prior negotiations, promises, agreements,
        representations, warranties, or understandings relating to the same
        subject matter, and except as specifically provided herein, shall be
        subject to subsequent modification only by another mutually signed
        written instrument which by its terms evidences an intention to modify
        or amend the provisions hereof.

19      Choice of Law. This Employment Agreement shall be construed in
        accordance with the internal laws of the Commonwealth of Virginia. For
        purposes of this Employment Agreement, the parties consent to
        jurisdiction in the Commonwealth of Virginia

20      Cost of Enforcement. Each party shall bear its own costs and attorney's
        fees in connection with any suit or proceeding against the other to
        enforce any provision of this Employment Agreement or to recover damages
        resulting from a breach hereof, however, the party which prevails in any
        such suit or proceeding shall be entitled to receive from the
        non-prevailing party the costs and reasonable attorneys' fees of the
        prevailing party incurred in such suit or proceeding.

21      Severability. In the event that any provision hereof is determined to be
        illegal or unenforceable, such determination shall not affect the
        validity or enforceability of the remaining provisions hereof, all of
        which shall remain in full force and effect.

22      Counterparts. This Employment Agreement may be executed in one or more
        counterparts, each of which shall be deemed an original, but all of
        which together shall constitute one and the same instrument. This
        Employment Agreement shall become effective upon the execution of a
        counterpart hereof by each of the parties hereto.

23      Notices. Any notice, request, claim, demand, document and other
        communication hereunder to either party shall be effective upon receipt
        (or refusal of receipt) and shall be in writing and delivered personally
        or sent by telex or telecopy (with such telex or telecopy confirmed
        promptly in writing sent by first class mail) or other similar means of
        communications, as follows:

                i)      If to the Company, addressed to e.spire(R)
                        Communications Services, Inc.,
                              12975 Worldgate Drive




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                              Herndon, Virginia 20170
                              Attention:  General Counsel;

                ii)     If to Employee, addressed to her at:
                              1400 Iris Street, N.W.
                              Washington, D.C.  20012

or, in each case, to such other address or telex or telecopy number as such
party may designate in writing to the other by written notice given in the
manner specified herein.

        All such communications shall be deemed to have been given, delivered or
made when so delivered personally or sent by telex or telecopy (confirmation
received), or five business days after being so mailed.

        INTENDING TO BE LEGALLY BOUND BY THIS EMPLOYMENT AGREEMENT, the parties
have signed below as of the date first written above.


EMPLOYEE:                                   EMPLOYER:


/s/ JULIETTE WILLIAMS PRYOR                  /s/ GEORGE F. SCHMITT
--------------------------------            ---------------------------------
Juliette Williams Pryor                     e.spire(R) Communications, Inc


   2/8/01                                       2-8-01
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Date                                        Date

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