<PAGE>

EXHIBIT 10.13

                              EMPLOYMENT AGREEMENT

         This AGREEMENT (the "Agreement") is made and entered into as of this
13th day of February 2004, by and between Davel Communications, Inc., (the
"Corporation") and Don Paliwoda ("the Executive").

         WHEREAS, the Corporation desires to have the Executive provide services
to the Corporation as Chief Financial Officer, having determined that the
services of the Executive are of value to the Corporation, and the Executive
desires to be employed by the Corporation as Chief Financial Officer.

         NOW THEREFORE, in consideration of the Executive's performance of the
duties set forth herein, and upon the other terms and conditions hereinafter
provided, the parties agree as follows:

         1.       Employment and Services.

                  During the term of this Agreement, the Executive shall be
                  employed as Chief Financial Officer of the Corporation. As
                  Chief Financial Officer, the Executive shall render
                  administrative and management services to the Corporation such
                  as are customarily performed by persons situated in similar
                  executive positions, and such other duties as the Chief
                  Executive Officer ("CEO") may from time to time reasonably
                  direct. As an employee of the Corporation, the Executive shall
                  report directly to the CEO of the Corporation.

         2.       Term of Agreement.

                  The term of this Agreement shall continue for a period of
                  twelve (12) months beginning February 13th, 2004 and ending
                  February 12th, 2005.

         3.       Obligations of the Executive.

                  The Executive agrees to devote his best efforts and
                  substantially all of his business time to the business and
                  affairs of the Corporation, and to discharge his
                  responsibilities herein. The Executive may serve on corporate,
                  civic or charitable boards or committees and may manage
                  personal investments, so long as such activities do not
                  interfere in any material respective with the performance of
                  his responsibilities hereunder.

         4.       Compensation.

                  a.       Salary. During the term of this Agreement, the
                           Corporation shall pay the Executive a salary of
                           $115,000 per annum, which shall be paid at

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EXHIBIT 10.13

                           regular intervals (no less often than monthly) in
                           accordance with the Corporation's normal payroll
                           practices.

                  b.       Retention Compensation. During the term of this
                           Agreement, the Executive shall receive retention
                           compensation based upon and in accordance with the
                           criterion set forth on Exhibit "A" attached hereto
                           and incorporated herein by reference.

                  c.       Benefit Plans. The Executive shall be entitled to
                           participate in any plan of the Corporation relating
                           to pension, deferred compensation, profit-sharing,
                           stock purchase, group life insurance, medical
                           insurance or other retirement or employee benefits
                           that the Corporation may then have in force for the
                           benefit of its Executive employees, and for which he
                           is otherwise eligible. At a minimum, the Corporation
                           shall provide Executive with family medical
                           insurance, long-term disability insurance, and family
                           dental insurance. In the event the Corporation
                           institutes a stock option plan for its executives,
                           Executive shall be eligible to participate in such
                           plan at levels consistent with other senior level
                           executive employees.

                  d.       Expense Reimbursement. In addition to the
                           compensation provided to the Executive pursuant to
                           subparagraphs a., b., and c. hereof, and upon receipt
                           of proper documentation, the Corporation agrees to
                           reimburse the Executive for reasonable entertainment,
                           travel, lodging and other miscellaneous expenses,
                           including the reasonable and customary expenses
                           related to the operation and maintenance of a home
                           business office, incurred on its behalf and related
                           to the performance of his duties hereunder. The
                           Corporation shall also reimburse Executive for the
                           reasonable cost of Executive's monthly cellular
                           telephone expenses.

         5.       Vacations.

                           The Executive shall be entitled to an annual paid
                           vacation as per the vacation policy per year. The
                           timing of vacations shall be scheduled at a time
                           mutually agreed upon between the Executive and the
                           CEO, but in no event shall the Executive take more
                           than two weeks of vacation at any one time. The
                           Executive shall not be entitled to receive any
                           additional compensation for his unused vacation time.

         6.       Termination of Employment.

                           a.       The Executive's employment under this
                                    Agreement may be terminated by the
                                    Corporation for Cause as hereinafter
                                    defined. Any termination of this Agreement
                                    other than for "Cause" shall not prejudice
                                    his right to receive:

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EXHIBIT 10.13

                                    (i)      Compensation in accordance with
                                             Paragraph 4 of this Agreement for
                                             the remaining term hereof, and

                                    (ii)     The other benefits provided by this
                                             Agreement for the remaining term
                                             thereof.

                           b.       The Executive shall have no right to receive
                                    compensation or other benefits under this
                                    Agreement for any period after the date of
                                    termination for Cause. For purposes of this
                                    Agreement, termination for "Cause" shall
                                    include termination because of the (a)
                                    Executive's fraud or dishonesty in the
                                    course of Executive's employment with the
                                    Corporation, (b) gross negligence or willful
                                    misconduct committed by Executive in the
                                    course of Executive's employment with the
                                    Corporation which has or might reasonably be
                                    expected to have a material adverse effect
                                    upon the business or operations of the
                                    Corporation, (c) breach of fiduciary duty
                                    involving personal profit, (d) intentional
                                    failure to perform stated duties, (e)
                                    conviction of a felony or other crime or
                                    moral turpitude in the course of employment
                                    (e.g. fraud, theft, embezzlement and the
                                    like, (f) habitual and excessive use of
                                    alcohol or controlled substances other than
                                    for therapeutic reasons, (g) failure to
                                    achieve the minimum performance criterion
                                    set forth on Exhibit "A" or (h) Executive's
                                    material breach of any provision of this
                                    Agreement.

                           c.       This Agreement may be voluntarily terminated
                                    by the Executive at any time upon ninety
                                    (90) days' written notice to the Corporation
                                    or upon such shorter period as may be agreed
                                    upon between the Executive and the CEO of
                                    the Corporation. In the event of such
                                    termination, the Corporation shall be
                                    obligated only to continue to pay the
                                    Executive his salary up to the date of
                                    termination and those retirement and/or
                                    employee benefits which have been earned or
                                    become payable up to the date of
                                    termination.

                           d.       If the Executive's employment terminates by
                                    reason of the Executive's Disability, as
                                    defined in Paragraph 7, the Corporation
                                    shall pay the Executive any benefits which
                                    pursuant to the terms of any compensation or
                                    benefit plan have been earned and have
                                    become payable but which have not yet been
                                    paid to the Executive, together with a pro
                                    rata portion of any additional compensation
                                    that the Executive would have been entitled
                                    to receive in respect of the year in which
                                    the Executive's date of termination occurs
                                    had he continued in employment until the end
                                    of such calendar year; however, there shall
                                    be no incentive bonus payable with respect
                                    to the year during which Executive's
                                    employment is terminated.

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EXHIBIT 10.13

         7.       Disability.

                  Executive shall be deemed to be disabled and the Corporation
                  may terminate this Agreement if Executive shall, as a result
                  of such Disability, fail to perform the duties hereunder for
                  any 90 days during a consecutive 120-day period. The
                  Corporation may terminate the Executive's employment after
                  having established his Disability, which results in the
                  Executive becoming eligible for long-term disability benefits.
                  For purposes of this Agreement, "Disability" means a physical,
                  or mental infirmity, which prevents the Executive from
                  performing the essential functions of his position under this
                  Agreement. In the event the Executive's employment is
                  terminated by reason of Disability, he shall be entitled to
                  the compensation and benefits provided for under this
                  Agreement for any period prior to the establishment of the
                  Executive's Disability during which is unable to work due to a
                  physical or mental infirmity.

         8.       Non-Solicitation and Non-Competition.

                  a.       The Executive agrees that during the term of this
                           Agreement, and for any period after the termination
                           of this Agreement during which he continues to
                           receive compensation under this Agreement, he will
                           not directly or indirectly:

                           (i)      Solicit, divert or take away any of the
                                    customers, business or patronage of the
                                    Corporation or its subsidiaries or
                                    affiliates; or

                           (ii)     Induce or attempt to influence any employee
                                    of the Corporation or its subsidiaries or
                                    affiliates to terminate his or her
                                    employment therewith.

                  b.       Executive agrees that during the term hereof and for
                           twelve (12) months from the date of the termination
                           of Executive's employment hereunder, Executive shall
                           not compete with the Corporation, on behalf of
                           himself or any other person, firm, business or
                           corporation, as follows: he shall not directly or
                           indirectly (i) engage in the pay telephone business;
                           or (ii) request or instigate any account or customer
                           of the Corporation to withdraw, diminish, curtail or
                           cancel any of its business with the Corporation.

                  c.       In the event of a breach or threatened breach of the
                           Executive of the provisions of this Paragraph 8, the
                           Corporation, or any duly

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EXHIBIT 10.13

                           authorized officer thereof, will be entitled to a
                           temporary restraining order or injunction.

         9.       Successors; Binding Agreement.

                  This Agreement and all rights of the Executive hereunder shall
                  inure to the benefit of and be enforceable by his personal or
                  legal representatives, successors, heirs, distributees,
                  devisees, legatees and permitted assigns. This Agreement and
                  all rights of the Corporation hereunder shall inure to the
                  benefit of and be enforceable by its successors and permitted
                  assigns.

         10.      No Assignments.

                  This Agreement is personal to each of the parties hereto and
                  neither party may assign or delegate any of its rights or
                  obligations hereunder without first obtaining the written
                  consent of the other party.

         11.      Notices.

                  All notices, requests, demands and other communications
                  hereunder shall be in writing and shall be deemed to have been
                  duly given if delivered by hand or mailed certified or
                  registered mail, return receipt requested with postage repaid,
                  to the following addresses or to such other address as either
                  party may designate by like notice.

                  a.       If to the Corporation, to:

                           Davel Communications, Inc.
                           200 Public Square
                           Suite 700
                           Cleveland, OH  44114
                           Attention: Chief Executive Officer

                  b.       If to the Executive, to:

                           Don Paliwoda
                           16939 Sagamore Road
                           Walton Hills, OH 44146

                  and to such other or additional person or persons as either
                  party shall have designated to the other party in writing by
                  like notice.

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EXHIBIT 10.13

         12.      Amendments.

                  No amendments or additions to this Agreement shall be binding
                  unless in writing and signed by both parties except as herein
                  otherwise provided.

         13.      Paragraph Headings.

                  The Paragraph Headings used in this Agreement are included
                  solely for convenience and shall not affect, or be used in
                  connection with, the interpretation of this Agreement.

         14.      Severability.

                  The provisions of this Agreement shall be deemed severable and
                  the invalidity or unenforceability of any provisions shall not
                  affect the validity or enforceability of the other provisions
                  hereof.

                      This space intentionally left blank.

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EXHIBIT 10.13

         15.      Governing Law.

                  This Agreement shall, except to the extent that Federal law
                  shall be deemed to preempt it, be governed by and construed
                  and enforced in accordance with the laws of the State of Ohio.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                                       DAVEL COMMUNICATIONS, INC.

                                       By: /s/  WOODY M. MCGEE
                                           -------------------------------------
                                           Woody M. McGee
                                           Chairman and Chief Executive Officer

                                       EXECUTIVE

                                           /s/  DONALD L. PALIWODA
                                           -------------------------------------
                                           Don Paliwoda

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EXHIBIT 10.13

                                   EXHIBIT "A"

                          KEY EXECUTIVE RETENTION PLAN
                 DAVEL COMMUNICATIONS, INC. (THE "CORPORATION")

The purpose of this plan is to retain the Executive for efforts in managing the
Corporation and to incent Executive to carry forth certain strategic initiatives
at the direction of the Chairman of the Board and CEO.

In the event the company is acquired and the key executives position is
eliminate or the executive is asked to relocate more that fifty miles from their
primary residence and does not accept or restructuring efforts eliminate the
executives position the key executive will be paid six months severance or the
time remaining on this employment agreement, which ever is greater.

If the executive chooses to leave employment prior to the expiration of this
agreement, there will be no retention payments made.

This agreement may be renewed at the option of the Company.

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