Exhibit 10.13


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT  AGREEMENT (this "Agreement") is entered into effective
June 13,  2001 (the  "Effective  Date"),  by and  between  Jim  Livingston  (the
"Employee"), and USOL Holdings, Inc., an Oregon corporation (the "Employer").

                                    RECITALS:


A.       Employer desires to employ Employee as Interim Chief Executive  Officer
         for a period of 90 days; and

B.       Employee  desires to accept such employment on the terms and conditions
         herein set forth;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants  herein  contained  and other  good and  valuable  consideration,  the
receipt and sufficiency of which is hereby  acknowledged,  Employer and Employee
hereby agree as follows:

                                   ARTICLE I

                                    AGREEMENT

1.01 Employment. Subject to the terms and conditions of this Agreement, Employer
agrees to employ  Employee as Interim  Chief  Executive  Officer,  and  Employee
hereby accepts such employment with Employer.

1.02 Term and Renewal.  The term (the  "Term") of  Employee's  employment  shall
commence on June 13, 2001 (the "Effective  Date") and shall continue  thereafter
for 90 days from the  Effective  Date,  unless  earlier  terminated  as provided
herein or unless  extended  pursuant to the written  agreement  of Employee  and
Employer.

                                   ARTICLE II

                           TITLE, AUTHORITY AND DUTIES

2.01  General.  Employee  agrees to act as Interim  Chief  Executive  Officer of
Employer.  Employee shall render such services as are normally delegated to such
office and such other  additional  services as may be delegated to him from time
to time by the Board of Directors  (herein so called) of  Employer.  Attached as
Exhibit A is a list of  objectives  of the  Board of  Directors  which  Employee
agrees to pursue.  In performing  such duties,  Employee shall give Employer the
benefit of his special knowledge,  skills,  contacts and business experience and
shall devote all of his business time, attention, ability and energy exclusively
to the business of Employer.  Employee shall report to the  Employer's  Board of
Directors.  Subject to the  representations  contained  in Article  VIII,  it is
agreed that Employee may have other business  investments that may, from time to
time,  require  minor  portions of his time,  but that shall not interfere or be
inconsistent  with  his  duties  hereunder  or  be in  any  way  detrimental  to
Employer's business interests or hinder Employer in conducting its business.

2.02  Residence.  Employer  and Employee  acknowledge  that  Employee  currently
resides in Dallas,  Texas.  During the term of this  Agreement,  Employee agrees
that he shall reside in Austin,  Texas, Monday through Friday of every week and,
if possible,  shall  acquire  accommodations  in an apartment  complex for which
Employer or any of its subsidiaries provides services.

                                  ARTICLE III

                                  COMPENSATION

3.01 Salary.  Employee  shall be entitled to receive from  Employer an aggregate
base salary of $15,000 per month or a total of $45,000 in the  aggregate for the
Term of this Agreement.  The base salary to be paid to Employee shall be paid in
accordance with Employer's  standard payroll practices as may exist from time to
time   following  the  Effective   Date  and  shall  be  subject  to  applicable
withholding, FICA and other taxes, if any.

3.02     Stock Options.
         -------------

                  (a) If Employee  remains in the employment of Employer through
  the full 90-day term of this  Agreement,  Employer at that time shall grant to
  Employee fully-vested, ten-year options (incentive stock options to the extent
  possible),  pursuant to Employer's stock option plan, to acquire 15,000 shares
  of Employer common stock.  The options shall be exercisable at the fair market
  value of the shares determined as of the date of grant of the options.  If the
  Board of Directors  enters into a further  written  contract  with Employee to
  extend  the  initial  90-day  term of  Employee's  employment  with  Employer,
  Employer shall  concurrent with such new agreement  grant ten-year  options to
  Employee  (incentive  stock options to the extent  possible) for an additional
  235,000 shares to vest during such employment as follows: 25% (58,750 options)
  shall be  immediately  vested upon grant,  and an additional 25% shall vest on
  each anniversary of the Effective Date of this Agreement until all options are
  vested; provided,  however, that in no case shall any options vest at any time
  after Employee's employment with Employer has been terminated.

                  (b) If Employee's  employment  terminates for any reason,  the
  vested options shall in the Employee's discretion,  be exercisable as provided
  in the Employer's  standard option award agreement or shall be exercisable for
  a period  of one year  after  such  termination.  In the  event of a change of
  control (as defined in Employer's  stock option plan),  all options granted to
  Employee shall  immediately  vest. Upon termination of Employee's  employment,
  all unvested  options shall  terminate.  If, after the date of this Agreement,
  Employer  registers any employee  stock options  under the  Securities  Act of
  1933, shares issuable upon Employee's exercise of options shall be included in
  such registration.

                                   ARTICLE IV

                                    BENEFITS

4.01  Benefits.  During the Term (or any extension  thereof),  Employee shall be
eligible to participate  in any and all group life  insurance  plans and medical
and dental  health  benefit  plans and the like and all other  employee  benefit
plans maintained by Employer from time to time for which Employee qualifies.

                                   ARTICLE V

                                   TERMINATION

5.01  Termination.  The Board of Directors may terminate  Employee's  employment
under this Agreement with or without cause by giving Employee  immediate  notice
and the payment of an amount equal to $45,000 less any salary previously paid to
Employee by Employer  pursuant to this Agreement,  said payment to be subject to
applicable withholding,  FICA and other taxes, if any, and thereafter no further
consideration shall be owed by Employer to Employee.

5.02  Termination of Employee.  Employee may terminate his employment under this
Agreement by giving  Employer at least 10 business days' prior written notice of
such termination.  Upon such termination,  or upon termination of this Agreement
due to Employee's death or disability, Employee shall be paid a pro rata portion
of his salary determined based upon the number of days Employee has worked.

                                   ARTICLE VI

                              EXPENSE REIMBURSEMENT

         Employee  is  authorized  to  incur  reasonable  business  expenses  in
promoting the business of Employer, including expenditures for round-trip travel
from  Dallas to Austin  once a week,  all in  accordance  with the  policies  of
Employer  after the  Effective  Date,  so long as  Employee  obtains the written
approval of the Board of Directors Ad Hoc Committee. Subject to the requirements
of this Article VI,  Employer will reimburse  Employee from time to time for all
business expenses incurred in compliance with such policies.

                                  ARTICLE VII

             COVENANT NOT TO COMPETE, TRADE SECRETS AND ASSIGNMENTS

7.01 Covenant Not to Compete. Employee recognizes and acknowledges that Employer
is placing its  confidence  and trust in Employee.  Employee will have access to
information that enables Employer to be successful in its business.  Some of the
information  may be confidential  and constitute  trade secrets;  however,  that
information  when  combined  with  all  other  information  regarding  Employer,
constitutes  proprietary information and methods that could seriously affect the
ability of Employer to do business if Employee were allowed to use it other than
for  Employer.  Employee,  therefore,  covenants  and  agrees  that for a period
beginning on the date hereof and ending three  months after the  termination  of
this Agreement or Employee's employment, Employee shall not continue or commence
(without the prior written consent of Employer) to:

(a) Either  directly or indirectly  engage in or carry on any business or in any
  way become  associated  with or acquire an ownership  interest in any business
  that is in direct  competition  with the Business of Employer (as such term is
  used and defined herein) in any city in which Employer conducts  business.  As
  used in this Article VII, the term  "Business of the  Employer"  shall include
  all business  activities  in which  Employer is now engaged and shall  further
  include any business in which  Employer is engaged on the date of  termination
  of Employee's employment;

(b) Attempt in any manner to solicit  from any person or entity that is or was a
  customer  of  Employer  at any  time  prior  to the  date  of  termination  of
  Employee's  termination,  business of the type performed or formerly performed
  by Employer for such customer or to persuade any customer of Employer to cease
  to do business or to reduce the amount of business which any such customer has
  customarily done with Employer or contemplates doing with Employer; or provide
  to or for any  customer  any  services  or  products  of the type  provided by
  Employer (as used herein the noun "customer" shall mean anyone who is a client
  or customer,  supplier, sales representative or other person who does business
  with Employer: (i) as of the date hereof or the date of Employee's termination
  or at the  time of the  alleged  conduct;  and  (ii) at any  time  during  the
  12-month period immediately preceding the time of alleged prohibited conduct);
  and

(c) Either  directly or indirectly  solicit for  employment or employ any person
  employed  by  Employer  at any time  during the  12-month  period  immediately
  preceding such solicitation or employment.

         Nothing in this  Section 7.01 will  prevent  Employee  from owning less
than five  percent of the stock of any  publicly  traded  corporation  after the
termination  of his  employment as long as Employee is not a participant  in the
management or affairs of a company in a manner that would otherwise  violate any
prohibition contained in this Section 7.01.

7.02  Confidential   Information.   Concurrently  with  the  execution  of  this
Agreement,   Employee   will   execute  the  Employee   Innovation   Assignment,
Nondisclosure,  Noncompete and  Nonsolicitation  Agreement in substantially  the
form of Exhibit B attached hereto (the "Invention Agreement").

7.03 Survival.  Notwithstanding the termination of the employment of Employee or
the termination of this Agreement, the

provisions of Section 7.01 shall survive.

                                  ARTICLE VIII

                   REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

8.01  Representations  and  Warranties  of  Employee.  Except  as shall be fully
disclosed to the Board of  Directors of Employer and  consented to by a majority
of the members of Employer's Board of Directors,  Employee hereby represents and
warrants that (i) he has no, and during the term of this Agreement will not have
any, affiliation, direct or indirect, with any person, firm or other entity that
is in any way affiliated  with any member of the Board of Directors of Employer,
including specifically,  but without limitation,  Redfire, Inc., Redfire Capital
Fund, L.L.C.  (collectively,  "Redfire") or Peregrine Capital, Inc. (all of such
persons,  firms and/or  entities being defined for purposes of this Agreement as
"Prohibited Parties"), and (ii) no commissions,  finder's fees or other payments
of any kind will be paid by Employee to any  Prohibited  Party or any affiliates
thereof  resulting  from  Employee's  employment by Employer.  Employee shall be
compensated  for  any  business  opportunities  developed  prior  to  Employee's
employment and disclosed to and consented to by a majority of the members of the
Company's   Board  of   Directors,   if  the  Company   exploits  such  business
opportunities.

                                   ARTICLE IX

                                  MISCELLANEOUS

9.01 Notices. Any notices to be given hereunder by either party to the other may
be effected either by personal  delivery in writing,  via telecopy,  or by mail,
registered or certified,  postage prepaid with return receipt requested.  Mailed
and  telecopied  notices shall be addressed to Employee at the address set forth
on the signature page hereto and to Employer at the following address:

         If to Employer:                        USOL Holdings, Inc.
         ---------------
                                                10300 Metric Boulevard
                                                Austin, Texas  78758
                                                Attn: Board of Directors

Any party may change his or its  address by written  notice in  accordance  with
this Section.  Notices delivered  personally shall be deemed  communicated as of
actual receipt, telecopied as of receipt of confirmation of delivery, and mailed
notices shall be deemed communicated as of three days after proper mailing.

9.02 Inclusion of Entire  Agreement  Herein.  This Agreement,  together with its
Exhibits,  supersedes  any and all other  agreements  either oral or in writing,
between the parties with respect to the  employment  of Employee by Employer and
contains all of the covenants and agreements between the parties with respect to
such employment in any manner whatsoever.

9.03 Law Governing Agreement.  This Agreement shall be governed by and construed
in  accordance  with  the laws of the  State of  Texas,  without  resort  to the
conflict of law principles thereof.

9.04  Attorney's  Fees and Costs. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement,  the prevailing party shall
be entitled to reasonable attorney's fees, costs and necessary  disbursements in
addition to any other relief to which such party may be entitled.

9.05 Waiver. No term or condition of this Agreement shall be deemed to have been
waived nor shall there by any estoppel to enforce any of the terms or provisions
of this  Agreement  except by written  instrument of the party charged with such
waiver or estoppel.  Further,  it is agreed that no waiver at any time of any of
the terms or provisions of this Agreement  shall be construed as a waiver of any
of the other terms or provisions of this Agreement and that a waiver at any time
of any of the terms or provisions of this Agreement  shall not be construed as a
waiver at any subsequent time of the same terms or provisions.

9.06  Amendments.  Except as  otherwise  provided in Section 9, no  amendment or
modification  of this  Agreement  shall be  deemed  effective  unless  and until
executed in writing by all of the parties.

9.07 Severability and Limitation.  All agreements and covenants contained herein
are  severable  and, in the event any of them shall be held to be invalid by any
competent  court,  this  Agreement  shall  be  interpreted  as if  such  invalid
agreements  or covenants  were not contained  herein.  Should any court or other
legally constituted  authority determine that for any such agreement or covenant
to be  effective  that it must be modified to limit its  duration or scope,  the
parties shall consider such agreement or covenant to be amended or modified with
respect to duration  and scope so as to comply with the orders of any such court
or other legally  constituted  authority,  and as to all other  portions of such
agreement or covenants  they shall remain in full force and effect as originally
written.

9.08  Headings.  All  headings  set forth in this  Agreement  are  intended  for
convenience  only and shall not  control or affect the meaning  construction  or
effect of this Agreement or of any of the provisions thereof.

9.09  Assignment.  This  Agreement may not be assigned,  in whole or in part, by
Employee,  but may be assigned by  Employer  to any person,  partnership,  firm,
association, corporation or other business entity to which Employer may transfer
its business and assets or any portion thereof.

9.10     Intentionally Omitted.


9.11 Arbitration. Except as expressly provided below, any dispute arising out of
this Employment  Agreement or Employee's  employment or other relations with the
Employer,  including any termination of employment, will be submitted to binding
arbitration pursuant to the rules of the American Arbitration Association.  Each
party expressly  waives its  entitlement,  if any, to have any such  controversy
heard before a court or jury. Either party may, within 90 days of the occurrence
of the event giving rise to the dispute,  initiate  arbitration by notifying the
other in writing.  Failure to initiate arbitration within such 90-day period, or
such  extended  period as may be mutually  agreed in writing  within such 90-day
period,  shall constitute a waiver of any and all such claims, and they shall be
forever  barred.  Both parties will attempt to agree upon a mutually  acceptable
arbitrator.  If  the  Employer  and  Employee  are  unable  to  agree  upon  one
arbitrator,  then an  arbitrator  shall  be  selected  in  accordance  with  the
then-current  rules of the American  Arbitration  Association.  The arbitrator's
decision  will be final and binding on both  parties.  Employee and the Employer
will each bear its own costs in connection with any such  arbitration.  The cost
of the  arbitrator  will be shared  equally by Employee  and the  Employer.  The
arbitrator  shall have no  authority  to award  punitive  or  exemplary  damages
against  any  party.  Arbitration  shall take  place in  Austin,  Texas,  unless
otherwise agreed between the parties in writing.

9.12 Exclusive  Remedies.  The provision set forth herein  respecting the rights
and  obligations of Employee and the Company in any dispute  arising out of this
Employment  Agreement or  Employee's  employment by the Employer are intended to
be, and are,  exclusive  and in lieu of any other  rights or  remedies  to which
Employee or the Employer may  otherwise be entitled at law,  tort or contract in
equity or under this Employment Agreement.



                            [Signature page follows]



<PAGE>


         EXECUTED as of the day and year first above written.

                              EMPLOYER:

                              USOL HOLDINGS, INC.,
                              An Oregon Corporation



                              By:
                                 -------------------------------


                              EMPLOYEE:


                              ----------------------------------
                              JIM LIVINGSTON

                              Address:







<PAGE>



                                    EXHIBIT A


                           LIST OF EMPLOYEE OBJECTIVES

1.       Prepare and, subject to the Board of Directors'  approval,  implement a
         plan to reduce  corporate  overhead  expenses and any unnecessary  cash
         disbursements.

2.       Increase net revenue from existing operations.

3.       Maintain Employer's compliance with all loan covenants.

4.       Develop a contingency plan for the Broadbandnow situation.

5.       Improve if possible,  Field EBITDA and if not, at least  maintain Field
         EBITDA at its current level.

6.       Within 30 days of the Effective Date, develop and submit a cost savings
         plan to  Employer's  Board of Directors  which  includes  proposals for
         changes to Employer's systems, procedures and practices,  including the
         automation of certain tasks.




<PAGE>


                                    EXHIBIT B


                 EMPLOYEE INNOVATION ASSIGNMENT, NONDISCLOSURE,
                     NONCOMPETE & NONSOLICITATION AGREEMENT



<PAGE>



                 EMPLOYEE INNOVATION ASSIGNMENT, NONDISCLOSURE,
                     NONCOMPETE & NONSOLICITATION AGREEMENT


         This Agreement is entered into by and between USOL  Holdings,  Inc., an
Oregon  corporation  ("Company"),  and Jim  Livingston on this 13th day of June,
2001.  In return for my new  employment  by Company and other good and  valuable
consideration,  the receipt and  sufficiency  of which I hereby  acknowledge,  I
acknowledge and agree that:

         1. Intentionally Omitted

         2. Intentionally Omitted.


         3.  Proprietary  Information.  My employment  creates a relationship of
confidence and trust between Company and me with respect to any information:

         (a) Applicable to the business of Company; or

         (b)  Applicable  to the  business of any client or customer of Company,
which  may be made  known to me by  Company  or by any  client  or  customer  of
Company, or learned by me in such context during the period of my employment.

All such  information  has commercial  value in the business in which Company is
engaged  and  is  hereinafter  called  "Proprietary   Information."  By  way  of
illustration,  but not limitation,  Proprietary Information includes any and all
technical and  non-technical  information  including  patent,  copyright,  trade
secret, and proprietary information,  techniques,  sketches,  drawings,  models,
inventions,  know-how, processes,  apparatus,  equipment,  algorithms,  software
programs, software source documents, and formulae related to the current, future
and proposed products and services of Company, and includes, without limitation,
respective  information  concerning  research,  experimental work,  development,
design  details  and   specifications,   engineering,   financial   information,
procurement  requirements,  purchasing  manufacturing,  customer lists, business
forecasts,   sales  and  merchandising  and  marketing  plans  and  information.
"Proprietary  Information" also includes proprietary or confidential information
of any third party who may disclose such  information to Company or to me in the
course of Company's business.

         4.  Ownership  and  Nondisclosure  of  Proprietary   Information.   All
Proprietary  Information is the sole property of Company,  Company's  assignees,
and  Company's  customers,  and  shall be the sole  and  exclusive  owner of all
patents,  copyrights,  mask  works,  trade  secrets  and  other  rights  in  the
Proprietary  Information.  I hereby do and will  assign to Company  all  rights,
title and interest I may have or acquire in the Proprietary Information.  At all
times,  both  during my  employment  by Company  and after  termination  of such
employment, I will keep in confidence and trust all Proprietary Information, and
I will not use or disclose  any  Proprietary  Information  or anything  directly
relating to  Proprietary  Information  without  the written  consent of Company,
except as may be necessary in the ordinary  course of performing my duties as an
employee of Company.

         5. Ownership and Return of Materials. All materials (including, without
limitation,  documents,  drawings, models, apparatus,  sketches, designs, lists,
and all other  tangible  media of  expression)  furnished to me by Company shall
remain the property of Company.  Upon  termination of my  employment,  or at any
time on the request of Company before termination, I will promptly (but no later
than five (5) days after the earlier of my employment's termination or Company's
request) destroy or deliver to Company,  at Company's option,  (a) all materials
furnished to me by Company, (b) all tangible media of expression which are in my
possession and which incorporate any Proprietary Information or otherwise relate
to Company's  business,  and (c) written  certification of my compliance with my
obligations under this sentence.

         6. Innovations. As used in this Agreement, the term "Innovations" means
all processes,  machines,  manufactures,  compositions of matter,  improvements,
inventions  (whether or not protectable under patent laws), works of authorship,
information  fixed  in  any  tangible  medium  of  expression  (whether  or  not
protectable under copyright laws), moral rights, mask works,  trademarks,  trade
names, trade dress, trade secrets,  know-how,  ideas (whether or not protectable
under trade secret laws), and all other subject matter protectable under patent,
copyright,  moral right, mask work,  trademark,  trade secret or other laws, and
includes without  limitation all new or useful art,  combinations,  discoveries,
formulae,   manufacturing  techniques,   technical  developments,   discoveries,
artwork,  software,  and designs.  "Innovations" includes "Inventions," which is
defined to mean any inventions protected under patent laws.

         7. Intentionally Omitted.

         8. Assignment of Innovations;  License of Prior Innovations. Except for
those business  opportunities  that have been rejected by the Company's Board of
Directors, I hereby agree promptly to disclose and describe to the Company, and,
other  than  business  opportunities  that  have  been  fully  disclosed  to the
Company's  Board of Directors and rejected as  opportunities  of interest to the
Company  by the Board of  Directors,  I hereby do and will  assign to Company or
Company's  designee my entire right,  title, and interest in and to, (a) each of
the Innovations (including Inventions), and any associated intellectual property
rights,  which I may solely or jointly  conceive,  reduce to  practice,  create,
derive,  develop or make during the period of my employment with Company,  which
either (i) relate, at the time of conception,  reduction to practice,  creation,
derivation,  development, or making of such Innovation, to Company's business or
actual  or  demonstrably  anticipated  research  or  development,  or (ii)  were
developed  on any amount of  Company's  time or with the use of any of Company's
equipment,  supplies,  facilities or trade secret information, or (iii) resulted
from any work I performed for Company,  and (b) each of the Innovations which is
not an  Invention  (as  demonstrated  by me by  evidence  meeting  the clear and
convincing standard of proof), and any associated  intellectual property rights,
which I may solely or jointly  conceive,  develop,  reduce to practice,  create,
derive,  develop, or make during the period of my employment with Company, which
are  applicable  to the  business  of  Company  (collectively,  the  Innovations
identified in clauses (a) and (b) are hereinafter the "Company Innovations").

         9. Intentionally Omitted.


         10. Indemnity.  I will indemnify,  defend and hold Company, its clients
or customers and their respective employees and agents harmless from and against
all  losses,  liabilities,  claims,  damages,  fines,  penalties,   settlements,
judgements,  costs, and expenses (including reasonable attorneys' fees) that are
incurred as the result of a breach of any of my  representations  and warranties
contained herein.

         11.  Cooperation in Perfecting  Rights to Proprietary  Information  and
Innovations.

         (a) I agree to perform, during my employment, all acts deemed necessary
or desirable by Company to permit and assist Company,  at Company's expense,  in
obtaining  and  enforcing  the  full  benefits,   enjoyment,  rights  and  title
throughout the world in the Proprietary  Information and Innovations assigned or
licensed  to, or whose rights are  irrevocably  waived and shall not be asserted
against,  Company  under  this  Agreement.  Such acts may  include,  but are not
limited to,  execution of documents  and  assistance or  cooperation  (i) in the
filing,  prosecution,  registration,  and  memorialization  of assignment of any
applicable patents,  copyrights,  mask work, or other applications,  (ii) in the
enforcement  of any applicable  patents,  copyrights,  mask work,  moral rights,
trade secrets, or other proprietary rights, and (iii) in other legal proceedings
related to the Proprietary Information or Innovations.

         (b) Intentionally Omitted.

         12. No Violation of Rights of Third Parties.  My performance of all the
terms of this  Agreement  and as an  employee  of Company  does not and will not
breach any agreement to keep in confidence proprietary information, knowledge or
data acquired by me prior to my employment with Company, and I will not disclose
to  Company,   or  induce  Company  to  use,  any  confidential  or  proprietary
information or material belonging to any previous employer or others. I am not a
party to any other  agreement  which will interfere with my full compliance with
this  Agreement.  I agree not to enter into any  agreement,  whether  written or
oral, in conflict with the provisions of this Agreement.

         13. Intentionally Omitted.

         14.  Survival.  This  Agreement  (a) shall  survive  my  employment  by
Company;  (b) does not in any way  restrict  my right or the right of Company to
terminate my employment at any time, for any reason or for no reason; (c) inures
to the benefit of successors and assigns of Company;  and (d) is binding upon my
heirs and legal representatives.

         15. Intentionally Omitted.


         16. Intentionally Omitted.


         17.  Notices.  Any notice required or permitted by this Agreement shall
be in writing and shall be  delivered  as follows,  with notice  deemed given as
indicated: (a) by personal delivery, when delivered personally; (b) by overnight
courier,  upon  written  verification  of receipt;  (c) by telecopy or facsimile
transmission,  upon acknowledgment of receipt of electronic transmission; or (d)
by certified or registered mail, return receipt requested,  upon verification of
receipt. Notices to me shall be sent to any address in Company's records or such
other  address as I may specify in writing.  Notices to Company shall be sent to
Company's Human Resources  Department and to the Chairman of the Company's Board
of Directors or to such other address as Company may specify in writing.

         18.  Governing Law. This Agreement shall be governed in all respects by
the laws of the United  States of America and by the laws of the State of Texas.
Each of the parties irrevocably consents to the exclusive personal  jurisdiction
of the federal and state courts located in Texas, as applicable,  for any matter
arising out of or relating to this Agreement,  except that in actions seeking to
enforce any order or any  judgment of such  federal or state  courts  located in
Texas, such personal jurisdiction shall be nonexclusive.

         19. Severability. If any provision of this Agreement is held by a court
of law to be illegal,  invalid or  unenforceable,  (i) that  provision  shall be
deemed amended to achieve as nearly as possible the same economic  effect as the
original  provision,  and (ii) the legality,  validity and enforceability of the
remaining  provisions  of this  Agreement  shall  not be  affected  or  impaired
thereby.

         20. Waiver; Amendment; Modification. The waiver by Company of a term or
provision of this  Agreement,  or of a breach of any provision of this Agreement
by me,  shall  not be  effective  unless  such  waiver is in  writing  signed by
Company. No waiver by Company of, or consent by Company to, a breach by me, will
constitute a waiver of,  consent to or excuse of any other or subsequent  breach
by me. This  Agreement may be amended or modified only with the written  consent
of both me and Company.  No oral  waiver,  amendment  or  modification  shall be
effective under any circumstances whatsoever.

         21. Entire Agreement. This Agreement represents my entire understanding
with Company with respect to the subject matter of this Agreement and supersedes
all previous understandings, written or oral.



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<PAGE>


         I  certify  and  acknowledge  that I  have  carefully  read  all of the
provisions of this Agreement and that I understand and will fully and faithfully
comply with such provisions.

         IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first set forth above.

COMPANY:                                    EMPLOYEE:

USOL HOLDINGS, INC.


By:
    -------------------------------         ------------------------------------
    -------------------, -----------
                                            Printed Name:   Jim Livingston

                                            Address: