Exhibit 10(u)



                                     FORM OF
                              EMPLOYMENT AGREEMENT


     AGREEMENT,  made on this 2nd day of  November,  1996,  by and  between  MCI
Communications Corporation, a Delaware corporation (the "Company"), and [Name of
Executive] ("Executive").

                                    RECITALS


     WHEREAS, the Company and British  Telecommunications plc intend to effect a
merger (the  "Merger")  pursuant  the  Agreement  and Plan of Merger dated as of
November 3, 1996 (the "Merger Agreement");

     WHEREAS,  in order to induce  Executive  to continue  serve as an executive
officer of the Company during the period prior to the Merger and as an executive
officer of any parent  company  thereof (the "Parent")  thereafter,  the Company
desires to provide  Executive with  compensation and other benefits on the terms
and conditions set forth in this Agreement;

     WHEREAS,  Executive  is  willing  to accept  such  employment  and  perform
services for the Company  and, on and after the date of the Merger,  the Parent,
on the terms and conditions hereinafter set forth;

     NOW THEREFORE, it is hereby agreed by and between the parties as follows:

                  1.       Employment.

     (a) Prior to the Merger,  Executive  shall serve as [Officer  Title] of the
Company and shall have the duties and  responsibilities  equivalent  to those of
[officer title] of corporations of the size, type and nature of the Company.

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     (b) On and after the date of the Merger,  Executive shall serve as [Officer
Title] of the Parent. In such capacity, Executive will be responsible for Parent
[areas of  responsibility]  . The  offices of [areas of  responsibilities]  will
report to Executive.

     (c)  Prior  to  the  Merger,  Executive  shall  report  to  the  [Reporting
Relationship]  of the  Company.  On and after the date of the Merger,  Executive
shall report to the [Reporting Relationship] of Parent.

     (d) During the Term, and except for illness or incapacity,  Executive shall
devote all of his business  time,  attention,  skill and efforts to the business
and  affairs  of the  Company  and  after  the  Merger,  the  Parent,  and their
subsidiaries and affiliates;  provided,  however, that nothing in this Agreement
shall preclude  Executive from devoting time during reasonable  periods required
for:


          (i) serving,  in accordance  with the Company's  policies and with the
     prior approval of the Company's Board of Directors, as a director or member
     of a committee  of any  company or  organization  involving  no conflict of
     interest with the Company or any of its subsidiaries or affiliates,  and as
     a director of those companies for which he currently serves as a director.

          (ii) delivering lectures and fulfilling speaking engagements,

          (iii) engaging in charitable and community activities,

          (iv) investing his personal  assets in such form and in such manner as
     will not violate Section 14, and

          (v)  other  activities  that  do  not  otherwise   conflict  with  the
     provisions  of this  Agreement  and that are  approved  in  advance  by the
     Company's Board of Directors.


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     (e) Executive's  principal place of business shall be in Washington,  D.C.,
except that on and after the date of the Merger,  Executive shall, to the degree
necessary  to perform  his duties for the Parent,  perform  his  services in the
principal offices of the Parent in [Primary Office Location (UK or US)].

     2. Term of Employment.  Executive's term of employment under this Agreement
shall commence on the date hereof (the "Commencement  Date") and shall terminate
on the  earlier  of (i)  December  31,  1999  (the  "Termination  Date") or (ii)
termination of Executive's employment pursuant to this Agreement (alternatively,
the "Term").

     3. Compensation.

     3.1  Salary.  During the Term,  the Company  (and,  where  applicable,  the
Parent)  shall pay  Executive  a base  salary at the rate of $[Base  Salary] per
annum,  subject  to  increases  (but not  decreases)  at the  discretion  of the
Company.  The base salary,  as increased  from time to time,  shall be the "Base
Salary" hereunder.  Base Salary shall be payable in accordance with the ordinary
payroll  practices of the Company (and, where  applicable,  the Parent),  but no
less frequently than monthly.

     3.2 Annual Bonus.  In addition to his Base Salary,  Executive shall be paid
an annual bonus (the  "Bonus") for each  Company  fiscal year ending  during the
term of his  employment  hereunder  with a target amount no less than the target
established  for  Executive's  grade on the date hereof (the "Target  Bonus") in
accordance  with the  terms  of the  Company's  annual  bonus  plan  for  senior
executives based on performance criteria determined by the

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Company in its  reasonable  discretion.  The Bonus  will be paid  within 75 days
after the end of the  applicable  fiscal  year of the  Company,  unless  further
deferred by Executive.

     3.3 Long Term Incentive Compensation Plans and Programs. Executive shall be
eligible to participate in any long term incentive  compensation plan or program
maintained  by the  Company in which  other  senior  executives  of the  Company
participate  on  terms  comparable  to those  applicable  to such  other  senior
executives;  provided,  that all such programs in existence immediately prior to
the Merger shall be  maintained  for at least two years  following the effective
time of the Merger or be  replaced  by programs  that are no less  favorable  to
Executive.  In addition,  Section 5.8 of the Merger Agreement,  as it relates to
Executive,  is hereby incorporated by reference, so that in the event the Merger
is  consummated,  Executive  shall be  entitled  to share in the  equity  grants
described therein.

     4. Employee Benefits.

     4.1 Employee  Benefit  Programs,  Plans and  Practices.  The Company  shall
provide  Executive  during the term of his  employment  hereunder  with coverage
under all employee  pension and welfare  benefit  programs,  plans and practices
(commensurate  with his  positions  in the Company  and to the extent  permitted
under any employee benefit plan) in accordance with the terms thereof, which the
Company  makes  available  to its  senior  executives;  provided,  that all such
programs, plans and practices in existence immediately prior to the Merger shall
be maintained for at least two years  following the effective time of the Merger
or be replaced by programs that are no less  favorable to Executive.  The Parent
shall also provide appropriate benefit coverage (e.g., medical reimbursement) to
ensure  continuity of benefits in respect of  Executive's  service in the United
Kingdom.

     4.2  Vacation  and  Fringe   Benefits.   Executive  shall  be  entitled  to
twenty-five  (25) business days paid vacation in each calendar year, which shall
be taken at such times as

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are  consistent  with  Executive's   responsibilities  hereunder.  In  addition,
Executive  shall be entitled to the  perquisites  and other fringe benefits made
available to senior executives of the Company, including,  without limitation, a
Company automobile and use of a Company airplane,  and, on and after the date of
the Merger, senior executives of the Parent, commensurate with his position with
the Company and the Parent.

     5.  Expenses.  Executive  is  authorized  to incur  reasonable  expenses in
carrying out his duties and  responsibilities  under this Agreement,  including,
without limitation, expenses for travel and similar items related to such duties
and  responsibilities.  The Company and the Parent shall reimburse Executive for
all  such  expenses  upon  presentation  by  Executive  from  time  to  time  of
appropriately itemized and approved (consistent with the Company's and Parent's,
as the case may be,  policy)  accounts of such  expenditures.  In addition,  all
expenses  pertaining to lodging and transportation in the United Kingdom related
to Executive's performance of duties in the United Kingdom shall be borne by the
Company or the Parent and shall be tax-effected  (i.e., any such  reimbursements
shall be grossed-up so as to be received net of any taxes) to Executive.

     6. Termination of Employment.

     6.1  Compensation  Upon  Termination  of  Employment.  (a) If, prior to the
Termination Date,  Executive's  employment shall be terminated by the Company or
the Parent for any reason  other  than (i)  Executive's  Disability  or (ii) for
Cause,  or if during the term hereof,  Executive  terminates  his employment for
Good  Reason,  the  Company  and the  Parent  shall  pay or  cause to be paid to
Executive  a cash  amount  equal to three  times  (1.5  times in the  event of a
termination  by the Executive for Good Reason after  December 31, 1998 (a "Final
Year  Constructive  Termination"))  the sum of (x) Executive's Base Salary as in
effect on the date of termination (without regard to any decrease in Base Salary
which could constitute Good

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Reason under this Agreement) and (y) the greater of (A) the average annual bonus
paid to or accrued for  Executive by the Company  (and,  where  applicable,  the
Parent) in respect of the three  calendar  years  preceding the  termination  of
employment  or (B) the annual bonus paid to or accrued for  Executive in respect
of 1995. Such cash amounts shall be paid as follows:  the amount attributable to
Base Salary shall be paid over a one-year period  (six-month period in the event
of a Final Year  Constructive  Termination) in equal  installments in accordance
with the ordinary payroll practices of the Company (and, where  applicable,  the
Parent), but no less frequently than monthly, and the amount attributable to the
annual bonus shall be paid in a lump sum within 10 business  days  following the
termination of Executive's employment.

     In addition,  Executive  shall be entitled to (i) the unpaid portion of his
Base Salary accrued to the date of termination,  and any accrued  vacation as of
the date of  termination;  (ii) be paid the unpaid  portion of his Bonus accrued
with respect to the last full fiscal year of the Company ended prior to the date
of  termination,  at such time as the Bonus would  otherwise  be payable;  (iii)
continued  medical,  dental  and  life  insurance  coverage  for  Executive  and
Executive's eligible dependents on the same basis as in effect immediately prior
to  Executive's  termination of employment  (without  regard to any decreases in
such benefits which would  constitute  "Good Reason" under this Agreement) until
the  earlier  of (A)  36  months  (18  months,  in the  event  of a  Final  Year
Constructive Termination) after Executive's termination of employment or (B) the
commencement of coverage with a subsequent employer, but only to the extent such
coverage  duplicates or exceeds the coverage provided by the Company;  provided,
however,  that with respect to any such  continued  coverage,  the  Consolidated
Omnibus  Budget and  Reconciliation  Act of 1985  coverage  period shall not run
during the period of continued coverage; (iv) unless otherwise expressly elected
by Executive prior to such  termination and as provided in (vi) below,  payment,
in a cash lump sum, of all

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amounts  deferred  by  Executive  under  any  non-qualified   plan  of  deferred
compensation  maintained  by the  Company  of the  Parent  (notwithstanding  the
payment  provisions of any such plan to the contrary);  (v) full acceleration of
vesting  and  exercisability  of any  equity-based  awards  (including,  but not
limited to, stock options,  restricted  stock and incentive stock units) granted
to Executive  prior to Executive's  termination of employment and (vi) 36 months
(18 months,  in the event of a Final Year  Constructive  Termination) of age and
service credit for all purposes under all defined  benefit plans of the Company;
provided,  however,  that to the extent any  increase  in  benefits  which would
result from such  additional  age and service  credits  cannot be paid under the
terms of any plan,  the amount of such increase  shall be  calculated  under the
terms of each such plan and paid to  Executive  directly  by the  Company in the
same form and at the same  time that the  benefits  under  each such plan  would
otherwise be paid.  Payments required hereunder shall be made within 10 business
days following the  termination of  Executive's  employment  except as otherwise
provided in this Section 6.1.


     (b) In the event of the termination of Executive's  employment prior to the
Termination Date due to Executive's  death or Disability,  the Company shall pay
to Executive  (or  Executive's  beneficiaries,  if  applicable)  a lump sum cash
amount equal to (i) the annual rate of  Executive's  Base Salary as in effect on
the date of termination and (ii) the highest bonus paid to or accrued in respect
of Executive by the Company (and, where applicable, the Parent) during the three
fiscal years  preceding the  termination of employment.  In addition,  Executive
shall be  entitled to (i) the unpaid  portion of his Base Salary  accrued to the
date of  termination,  and any accrued  vacation as of the date of  termination;
(ii) be paid the unpaid  portion of his Bonus  accrued  with respect to the last
full fiscal year of the Company ended prior to the date of termination, when the
Bonus would otherwise be payable;  and (iii) unless otherwise  expressly elected
by Executive prior to such termination, payment, in a cash lump

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sum,  of all amounts  deferred  by  Executive  under any  non-qualified  plan of
deferred  compensation  (other than a defined  benefit  plan)  maintained by the
Company or Parent  (notwithstanding  the payment provisions of any such plans to
the contrary). Payments required hereunder shall be made within 10 business days
following the termination of Executive's employment except as otherwise provided
in this Section 6.1.

     (c) If Executive's employment is terminated by the Company or by Parent for
Cause or if Executive resigns from his employment without Good Reason, Executive
shall be entitled to receive:  (i) the Base Salary  provided  for in Section 3.1
accrued  through the date of such  resignation  or  termination  and any accrued
vacation as of the date of termination; and (ii) the unpaid portion of his Bonus
accrued in respect of the last fiscal  year of the  Company  (or Parent,  as the
case may be) prior to the year of termination, when the Bonus would otherwise be
paid.

     (d) In the event of any  termination  of  employment  hereunder,  Executive
shall also receive,  when due, any other  compensation or benefit payable to him
under any plan, program or arrangement  maintained by the Company (or Parent, as
the case may be), other than a severance plan or arrangement.

     6.2 Definitions.  For purposes of this Agreement, the following definitions
shall apply:

     (a) Disability.  "Disability" shall mean Executive's absence from the full-
time performance of Executive's duties for a period of 180 consecutive days as a
result of Executive's incapacity due to physical or mental illness.

     (b) Cause. For purposes of this Agreement, "Cause" shall mean:

          (1) a deliberate  and  material  breach by Executive of his duties and
     responsibilities  under this  Agreement that result in material harm to the
     Company or,

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     on and after the date of the Merger, the Parent, which breach is (A) either
     the product of willful  malfeasance or gross neglect,  (B) committed in bad
     faith or without  reasonable belief that such breach is in, or not contrary
     to, the best  interests of the Company and (C) not remedied  within 30 days
     after receipt of written notice from the Company specifying such breach;

          (2)  Executive's  willful and  material  breach of the  provisions  of
     Section 14 of this  Agreement  which is not  remedied  within 30 days after
     receipt of written notice from the Company specifying such breach; or

          (3) Executive's plea of guilty or nolo contendere to, or nonappealable
     conviction of, a felony, which conviction or plea causes material damage to
     the reputation or financial position of the Company (or the Parent).


Termination  of Executive  for Cause shall be made by delivery to Executive of a
copy of a  resolution  duly adopted by the  affirmative  vote of not less than a
two-thirds majority of the Directors of the Company at a meeting of the Board of
Directors of the Company  (or, on and after the date of the Merger,  the Parent)
called  and held  for such  purpose  (after  30 days  prior  written  notice  to
Executive  specifying the basis for such termination and the particulars thereof
and reasonable  opportunity for Executive to be heard before such Board prior to
such vote),  finding that in the reasonable  judgment of such Board, the conduct
or event set forth in any of clauses (1) through (3) above has occurred and that
such occurrence warrants Executive's termination.

     (c) Good Reason.  For purposes of this Agreement,  "Good Reason" shall mean
the  occurrence  of any of the following  without  Executive's  express  written
consent:

               (1) The assignment to Executive of any duties  inconsistent  with
          the  Executive's   current  (and,   after  the  Merger,   post-merger)
          positions, duties,
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          responsibilities and status with the Company and its subsidiaries,  as
          set forth herein, a change in Executive's reporting  responsibilities,
          title or offices, as set forth herein or any removal of Executive from
          or failure to elect or re-elect  Executive  to any  position  with the
          Company or the Parent (including  membership on the Board of Directors
          of the  Company and the Parent) or any  subsidiary  thereof  except in
          connection with  Executive's  promotion or a termination of employment
          for Cause;

               (2) A reduction in Executive's Base Salary or target annual Bonus
          or long- term  incentive,  as such salary,  target Bonus and incentive
          may be increased from time to time thereafter;

               (3) The failure to continue in effect any  employee  benefit plan
          or compensation plan in which Executive currently  participates unless
          Executive is provided with  participation  in other plans that provide
          substantially  comparable benefits to Executive;  or the taking of any
          action that would adversely  affect  Executive's  participation  in or
          reduce Executive's benefits under any such plan;

               (4) Any  relocation of  Executive's  principal  place of business
          from the locations (including the United Kingdom) set forth herein;

               (5) Any reduction in fringe benefits and perquisites  provided to
          Executive;

               (6) Any  material  breach  by the  Company  or the  Parent of any
          provisions of this Agreement; and

               (7) Failure by the Parent expressly to assume,  as of the date of
          the Merger,  all  obligations of the Company and the Parent under this
          Agreement;

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provided,  however,  that an event  specified in (1), (2), (3), (5) or (6) shall
not constitute  "Good Reason" if it is remedied  within 30 days after receipt of
written notice from Executive specifying such event.

     6.3  Notice  of  Termination.  Any  purported  termination  of  Executive's
employment  with the  Company or the Parent  shall be  communicated  by a 30 day
advance  Notice of  Termination  to  Executive,  if such  termination  is by the
Company or the Parent,  or to the Parent,  if such  termination is by Executive.
For purposes of this  Agreement,  "Notice of  Termination"  shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's  employment  under the
provisions  so  indicated.   For  purposes  of  this  Agreement,   no  purported
termination  of  Executive's  employment  by the Company or the Parent  shall be
effective without such a Notice of Termination having been given.

     6.4 Gross Up.  (a) In the event it shall be  determined  that any  payment,
benefit or distribution, or any acceleration of vesting (or combination thereof)
by the Company,  the Parent or one or more trusts  established by the Company or
the Parent for the benefit of its employees,  to or for the benefit of Executive
(whether paid or payable or distributed or  distributable  pursuant to the terms
of this Agreement,  or under the terms of any other plan,  program  agreement or
arrangement) (a "Payment") would be subject to the excise tax imposed by Section
4999 of the Code or any  interest or penalties  are  incurred by Executive  with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  hereinafter collectively referred to as the "Excise Tax"), Executive
shall be entitled to receive an additional payment (a "Gross-Up  Payment") in an
amount such that after payment by Executive of all taxes (including any interest
or penalties imposed with respect to such taxes),

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including,  without limitation, any income taxes (and any interest and penalties
imposed  with  respect  thereto)  and the Excise Tax imposed  upon the  Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.

     (b)  Subject  to the  provisions  of  Section  6.4(c),  all  determinations
required  to be made  under  this  Section  6.4,  including  whether  and when a
Gross-Up  Payment is required  and the amount of such  Gross-Up  Payment and the
assumptions to be utilized in arriving at such determination, shall be made by a
nationally  recognized  certified public accounting firm as may be designated by
Executive  (the  "Accounting  Firm")  which shall  provide  detailed  supporting
calculations  both to the Parent and Executive within fifteen (15) business days
after the receipt of notice  from  Executive  that there has been a Payment,  or
such earlier  time as is  requested by the Parent.  All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment shall
be paid by the  Company to  Executive  within five (5) days after the receipt of
the Accounting Firm's determination.

     (c) As soon as  practicable,  Executive shall notify the Company in writing
of any claim by the Internal Revenue Service that, if successful,  would require
the  payment by the Company of the  Gross-Up  Payment.  If the Company  notifies
Executive  in writing  that it desires to contest  such claim,  Executive  shall
cooperate  in all  reasonable  ways with the  Company  in such  contest  and the
Company shall be entitled to  participate  in all  proceedings  relating to such
claim; provided, however, that the Company shall bear and pay directly all costs
and  expenses   (including   additional  interest  and  penalties)  incurred  in
connection with such contest and shall indemnify and hold Executive harmless, on
an after-tax  basis,  for any Excise Tax or income tax  (including  interest and
penalties with respect thereto) imposed as a result of such  representation  and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 6.4, the Company shall control all proceedings taken in

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connection  with such contest and, at its sole option,  may pursue or forego any
and all administrative appeals,  proceedings,  hearings and conferences with the
taxing  authority in respect of such claim and may, at its sole  option,  either
direct  Executive  to pay the tax  claimed  and sue for a refund or contest  the
claim in any permissible  manner, and Executive agrees to prosecute such contest
to a determination  before any  administrative  tribunal,  in a court of initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such payment
to Executive, on an interest- free basis, and shall indemnify and hold Executive
harmless,  on an after-tax  basis,  from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with  respect  to any  imputed  income  with  respect  to such  advance;  and
provided,  further,  that if  Executive  is  required  to extend the  statute of
limitations  to enable the Company to contest  such claim,  Executive  may limit
this extension  solely to such contested  amount.  The Company's  control of the
contest  shall be limited  to issues  with  respect to which a Gross-Up  Payment
would be payable hereunder and Executive shall be entitled to settle or contest,
as the case may be, any other issue  raised by the Internal  Revenue  Service or
any other taxing authority.

     7.  Obligations  Absolute.   Except  as  provided  in  Section  14(d),  the
obligations  of the  Company  and the Parent to make the  payments  to, or other
arrangements  with respect to,  Executive  provided for herein shall be absolute
and  unconditional  and shall not be  reduced  by any  circumstances,  including
without limitation any setoff, counterclaim,  recoupment, defense or other right
which the Company may have against Executive or any third party at any time.

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     8. No Mitigation.  Executive  shall not be required to mitigate  damages or
the amount of any payment  provided for under this  Agreement  by seeking  other
employment or otherwise. No amounts paid to or earned by Executive following his
termination of employment  with the Company or the Parent shall reduce or be set
off against any amounts payable to Executive under this Agreement.

     9.  Dispute  Resolution.  Any dispute or  controversy  arising  under or in
connection with this Agreement  shall be resolved  exclusively by arbitration in
Washington  D.C. or, at the option of Executive,  in the county where  Executive
then  resides  in  accordance  with  the  Rules  of  the  American   Arbitration
Association  then in  effect,  except  that if  Executive  institutes  an action
relating to this  Agreement,  Executive  may, at  Executive's  option bring such
action in a court of  competent  jurisdiction.  Judgment  may be  entered  on an
arbitrator's award relating to this Agreement in any court having jurisdiction.

     10. Legal Fees.  The Company  shall pay all costs and  expenses,  including
attorney's fees and disbursements,  at least monthly, of Executive in connection
with any legal  proceeding  (including  arbitration)  instituted  by the Company
relating  to  the  interpretation  or  enforcement  of  any  provision  of  this
Agreement.  The Company shall pay one half of all costs and expenses,  including
attorney's fees and disbursements,  at least monthly, of Executive in connection
with any  legal  proceeding  (including  arbitration)  instituted  by  Executive
relating  to  the  interpretation  or  enforcement  of  any  provision  of  this
Agreement;  provided,  however,  that if Executive  prevails on any  substantive
issue,  the Company shall pay all costs and expenses of  Executive.  The Company
shall pay prejudgment interest on any judgment obtained by Executive as a result
of such a  proceeding,  calculated at the prime rate of Chase Bank, as in effect
from  time to time,  from the date  that the  payment  should  have been made to
Executive under this Agreement.

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     11. Notices.  All notices or communications  hereunder shall be in writing,
addressed as follows:

                  To the Company:

                           MCI Communications Corporation
                           1801 Pennsylvania Avenue, NW
                           Washington, DC 20006
                           Attn: Michael H. Salsbury, Esq.

                  To the Parent:

                           British Telecommunications plc
                           BT Centre
                           81 Newgate Street
                           London EC1A 7AJ
                           England
                           Attn: Colin Green

                  To Executive:

                           MCI Communications Corporation
                           1801 Pennsylvania Avenue, NW
                           Washington, DC 20006
                           Attn: Douglas L. Maine



Any such notice or  communication  shall be  delivered  by hand or by courier or
sent certified or registered mail,  return receipt  requested,  postage prepaid,
addressed  as above (or to such other  address as such party may  designate in a
notice duly delivered as described above),  and the third business day after the
actual date of mailing shall constitute the time at which notice was given.

     12.  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit  of the heirs and  representatives  of  Executive  and the  assigns  and
successors  of the Company and the Parent,  but neither this  Agreement  nor any
rights or  obligations  hereunder  shall be assignable  or otherwise  subject to
hypothecation  by  Executive  (except  by will or by  operation  of the  laws of
intestate succession) or by the Company or the Parent, except that the

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Company or the Parent must assign this  Agreement to any  successor  (whether by
merger,  purchase or otherwise) to all or substantially all of the stock, assets
or  businesses  of the Company (or the  Parent,  as the case may be),  and shall
require  such  successor  to assume  expressly  the  obligations  of the Company
hereunder.

     13. Entire  Agreement;  Modification.  This Agreement sets forth the entire
understanding  between the parties hereto regarding the subject matter contained
herein. There are no terms, conditions, representations, warranties or covenants
with respect to Executive's  employment  other than those contained  herein.  No
term or provision of this Agreement may be amended, waived, released, discharged
or  otherwise  modified  in any  respect  except in  writing  and  signed by the
parties.  No waiver of any breach or default  shall  constitute  a waiver of any
other breach or default,  whether of the same or any other covenant or condition
contained  herein.  A delay or  failure  to  assert  any right or breach of this
Agreement shall not be deemed to be a waiver of such right or breach either with
respect to that right or breach or any subsequent right or breach.

     14.  Nondisclosure  of  Confidential  Information;   Non-Competition.   (a)
Executive  shall not,  without the prior  written  consent of the  Parent,  use,
divulge,  disclose or make  accessible to any other person,  firm,  partnership,
corporation  or other  entity any  Confidential  Information  pertaining  to the
business of the Parent or any of its  affiliates,  except (i) while  employed by
the Company or the Parent, in the business of and for the benefit of the Company
or the Parent, (ii) when required to do so by a court of competent jurisdiction,
by any governmental agency having supervisory authority over the business of the
Company,  or by  any  administrative  body  or  legislative  body  (including  a
committee thereof) with jurisdiction to order Executive to divulge,  disclose or
make accessible  such  information or (iii) to Executive's  legal counsel,  and,
with respect to the terms of this Agreement, his financial

                                       16

<PAGE>



advisor.  For purposes of this Section 14(a),  "Confidential  Information" shall
mean non-public  information  concerning the financial data,  strategic business
plans, product development (or other proprietary product data),  customer lists,
marketing plans and other non-public,  proprietary and confidential  information
of the Company,  the Parent,  or their  respective  affiliates (the  "Restricted
Group") or  customers,  that,  in any case,  is not  otherwise  available to the
public (other than by Executive's breach of the terms hereof).

     (b) During the period of his  employment  hereunder and (i) for the shorter
of (A) one year thereafter or (B) the period ending on December 31, 1999, in the
event of a termination  other than a Final Year  Constructive  Termination,  and
(ii) for the  period  ending six months  after the date of  termination,  in the
event of a Final Year Constructive  Termination,  Executive agrees that, without
the  prior  written  consent  of  the  Parent,  (x) he  will  not,  directly  or
indirectly,   either  as  principal,   manager,  agent,   consultant,   officer,
stockholder,  partner,  investor,  lender or employee or in any other  capacity,
carry on, be engaged in or have any financial interest in, any business which is
in  competition  with the  business  of the  Parent or the  Company or any other
member  of the  Restricted  Group  with  which  Executive  has been  principally
employed  during the term of this Agreement (an  "Applicable  Group Member") and
(y) he shall not, on his own behalf or on behalf of any person, firm or company,
other than the Restricted Group,  solicit for employment any person who has been
employed by the  Restricted  Group at any time during the 12 months  immediately
preceding such solicitation.

     (c) For  purposes of this  Section 14, a business  shall be deemed to be in
competition  with the  Parent,  Company  or  Applicable  Group  Member  if it is
principally  involved in the purchase,  sale or other dealing in any property or
the rendering of any service purchased, sold, dealt in or rendered by the Parent
or the  Company  (or  any  entity  which  is a  successor  to or  transferee  of
substantially all the business of the Parent or the Company) or

                                       17

<PAGE>



Applicable Group Member as a material part of the business of the Parent Company
or Applicable  Group Member within the same geographic area in which the Parent,
Company or Applicable  Group Member makes such  purchases,  sales or dealings or
renders  such  services.  Nothing in this Section 14 shall be construed so as to
preclude  Executive  from  investing in any publicly or privately  held company,
provided  Executive's  beneficial  ownership  of any  class  of  such  company's
securities does not exceed 1% of the outstanding securities of such class.

     (d)  Executive and the Company agree that this covenant not to compete is a
reasonable  covenant under the  circumstances,  and further agree that if in the
opinion of any court of competent  jurisdiction such restraint is not reasonable
in any respect,  such court shall have the right,  power and authority to excise
or modify such  provision or  provisions  of this covenant as to the court shall
appear not  reasonable  and to  enforce  the  remainder  of the  covenant  as so
amended.  Executive  agrees that any breach of the  covenants  contained in this
Section 14 would  irreparably  injure the Company  and the Parent.  Accordingly,
Executive  agrees  that the  Company and the Parent may, in addition to pursuing
any other  remedies  it may have in law or in  equity,  withhold  payment of any
amounts due hereunder and obtain an injunction  against Executive from any court
having  jurisdiction  over the matter  restraining any further violation of this
Agreement by Executive.

     15. Beneficiaries;  References.  Executive shall be entitled to select (and
change,  to the extent  permitted  under any  applicable  law) a beneficiary  or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's  death,  and may change such election,  in either case by giving the
Company or the Parent written notice thereof.  In the event of Executive's death
or a judicial determination of his incompetence,  reference in this Agreement to
Executive  shall be  deemed,  where  appropriate,  to refer to his  beneficiary,
estate or other legal  representative.  Any reference to the masculine gender in
this

                                       18

<PAGE>



Agreement shall include,  where appropriate,  the feminine. Any reference to the
Company in this Agreement shall include, where appropriate to give effect to the
intent of the terms of this Agreement, the Parent.

     16.  Survivorship.  The  respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary  to the  intended  preservation  of such rights and  obligations.  The
provisions of this Section 16 are in addition to the survivorship  provisions of
any other section of this Agreement.

     17.  Separability.  If any provision of this Agreement shall be declared to
be  invalid  or  unenforceable,   in  whole  or  in  part,  such  invalidity  or
unenforceability  shall not affect the remaining  provisions  hereof which shall
remain in full force and effect.

     18.  Governing  Law. This  Agreement  shall be construed,  interpreted  and
governed in accordance with the laws of the State of New York, without reference
to rules relating to conflicts of law.

     19.  Indemnification.  The Company and Parent shall indemnify Executive for
any actions  taken and omitted in his capacity as an officer and director of the
Company,  the Parent and their  subsidiaries  and  affiliates  and shall provide
expense  advances to Executive  in  connection  therewith to the maximum  extent
permitted by law. This obligation shall survive this Agreement.

     20.  Withholding.  The Company and the Parent shall be entitled to withhold
from payment any amount of withholding required by law.

                                       19

<PAGE>



     21.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which will be deemed an original.



By
      Gerald H. Taylor
      Chief Executive Officer


EXECUTIVE





                                       20

<PAGE>



<TABLE>

<CAPTION>

                SCHEDULE OF EMPLOYMENT AGREEMENTS NOT FILED AND
                MATERIAL DIFFERENCES BETWEEN SUCH AGREEMENTS AND
                          THE FORM OF AGREEMENT FILED

                     OFFICER TITLE
                  ---------------------------
                                                         SEC. 3.1
                     PRE                 POST               BASE        1997      RESPONSIBILITY            REPORTING
NAME                 MERGER              MERGER            SALARY      SALARY     POST MERGER               RELATIONSHIP

<S>                  <C>               <C>                  <C>       <C>        <C>                        <C>

Scott Ross           President, MCI    Chief Operating      $300,000  $325,000   MCI Systemhouse &          Chief Executive Officer
                     Systemhouse       Officer, Parent                           Syntegra
                                       Systems Integration

Fred Briggs          Chief Engineering Chief Technology     $250,000  $300,000   Global Network Design,     Chief Executive Officer
                     Officer           Officer                                   Engineering Development,
                                                                                 Research

Michael Salsbury*    Exec. Vice        General Counsel and  $262,000  $300,000   Regulatory, Public         Chief Executive Officer/
                     President,        Deputy Secretary                          Policy, Litigation,        Chief Legal Officer
                     General Counsel                                             Intellectual Property

Michael Rowny        Exec. Vice        Exec. Vice           $310,000  $350,000   Global Alliances,          Chief Executive Officer
                     President         President, Strategic                      Strategic Initiatives and
                                       Development                               Mergers & Acquisitions
                                       & Alliances

Douglas Maine*       Exec. Vice        Chief Financial      $290,000  $330,000   Treasury, Audit,           Chief Executive Officer
                     President, Chief  Officer and Director                      Comptroller, Tax
                     Financial Officer


Timothy Price        President, Chief  President, Chief     $460,000  $550,000   Marketing, Sales,          Chief Executive Officer
                     Operating         Operating Officer                         Service
                     Officer


Gerald H. Taylor     Chief Executive   President, Chief     $565,000  $700,000   Chief Executive Officer    Board of Directors/
                     Officer           Executive Officer                                                          Co-Chairman
                                        and Director


Bert C. Roberts, Jr. Chairman/Co-      Co-Chairman and      $960,000  $1,000,000 Co-Chairman                Board of Directors
                     Chairman          Director
--------
* The standard of "material  harm" in the definition of "Cause ' is an amount in
excess of $500,000.

</TABLE>