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                                                                   EXHIBIT 10.20

                              EMPLOYMENT AGREEMENT


         AGREEMENT, dated as of this 10th day of January, 2000 by and between i3
MOBILE, INC., a Delaware corporation with principal executive offices at 181
Harbor Drive, Stamford, Connecticut 06902 ("i3 Mobile"), and MICHAEL P.
NEUSCHELER, residing at 25 Ridge Brook Drive, Stamford, Connecticut 06903
("Neuscheler").

                              W I T N E S S E T H :

         i3 Mobile is desirous of employing Neuscheler as Vice President and
Chief Financial Officer of i3 Mobile and Neuscheler is desirous of serving in
such capacity for i3 Mobile, all upon the terms and subject to the conditions
hereinafter provided.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto, intending to be legally bound, agree as
follows:

1.       Employment.

         i3 Mobile agrees to employ Neuscheler, and Neuscheler agrees to be
employed by i3 Mobile, upon the terms and subject to the conditions of this
Agreement.

2.       Term.

         The employment of Neuscheler by i3 Mobile as provided in Section 1 will
be for a period of three (3) years commencing on the date hereof, unless sooner
terminated as hereinafter provided (the "Term"), and shall automatically renew
from year to year thereafter unless either party gives at least ninety (90) days
prior written notice of termination.

3.       Duties; Best Efforts; Indemnification.

         Neuscheler shall serve as Vice President and Chief Financial Officer of
i3 Mobile and shall perform, subject to the policy directions of the President
and Chief Executive Officer and the Board of Directors of i3 Mobile, such duties
as are customarily performed by the Vice President and Chief Financial Officer.
Neuscheler shall also have such other powers and duties as may be from time to
time prescribed by the President and Chief Executive Officer or the Board of
Directors of i3 Mobile, provided that the nature of Neuscheler's powers and
duties so prescribed shall not be inconsistent with Neuscheler's position and
duties hereunder.
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         Neuscheler shall devote his business time, attention and energies to
the business and affairs of i3 Mobile, shall use his best efforts to advance the
best interests of i3 Mobile and shall not, during the Term, be actively engaged
in any other business activity, whether or not such business activity is pursued
for gain, profit or other pecuniary advantage, that will interfere with the
performance by Neuscheler of his duties hereunder or Neuscheler's availability
to perform such duties or that will adversely affect, or negatively reflect
upon, i3 Mobile.

         Subject to the provisions of i3 Mobile's Certificate of Incorporation
and Bylaws, each as amended from time to time, i3 Mobile shall indemnify
Neuscheler to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as amended from time to time, for all amounts (including,
without limitation, judgments, fines, settlement payments, expenses and
attorney's fees) actually and reasonably incurred or paid by Neuscheler on a
when- and as-incurred basis in connection with any action, suit, investigation
or proceeding arising out of or relating to the performance by Neuscheler of
services for, or the acting by Neuscheler as a director, officer, or employee
of, i3 Mobile, or any other person or enterprise at i3 Mobile's request if
Neuscheler acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of i3 Mobile, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. i3 Mobile shall use its best efforts to obtain and maintain in
full force and effect during the Term directors' and officers' liability
insurance policies providing full and adequate protection to Neuscheler for his
capacity, provided that the Board of Directors of i3 Mobile shall have no
obligation to purchase such insurance if, in its opinion, coverage is available
only on unreasonable terms. Neuscheler agrees that, if it is finally judicially
determined or finally determined by an arbitrator that he is not or was not
entitled to any amounts paid on his behalf or for which he has been reimbursed
under this third paragraph of this section 3 by virtue of having failed to have
met the standards set forth in the first sentence of this third paragraph of
this section 3, Neuscheler shall promptly reimburse i3 Mobile for such amounts.

4.       Place of Performance.

         In connection with his employment by i3 Mobile, Neuscheler shall be
based at the principal executive offices of i3 Mobile, which shall be in the
Stamford, Connecticut area. If i3 Mobile's principal executive offices are
relocated more than fifty (50) miles from their present location without the
consent of Neuscheler, Neuscheler shall have the right prior to such relocation
to terminate his employment hereunder pursuant to Section 6(c) hereof; provided,
however, that if Neuscheler does not exercise such right and instead remains in
the employ of i3 Mobile following such relocation, i3 Mobile will promptly pay
(or reimburse Neuscheler for) all reasonable moving and moving-related expenses
incurred by Neuscheler as a consequence of a change of his principal residence
in connection with any such relocation of i3 Mobile's principal executive
offices.

5.       Compensation.

    (a)  Base Salary. i3 Mobile shall pay Neuscheler a base salary (the "Base
Salary") at a rate of not less than $150,000 per annum, payable in equal
semi-monthly installments during the Term. The President and Chief Executive
Officer of i3 Mobile at least annually will review the Base Salary and other
compensation during the Term with a view to increase thereof based upon then
prevailing industry salary scales for equivalently valued businesses for the
Chief

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Financial Officer position, Neuscheler's performance, the performance of i3
Mobile, inflation and other relevant factors.

    (b)  Out-of-Pocket Expenses. i3 Mobile shall promptly pay to Neuscheler the
reasonable expenses incurred by him in the performance of his duties hereunder,
including, without limitation, those incurred in connection with business
related travel or entertainment, or, if such expenses are paid directly by
Neuscheler, shall promptly reimburse him for such payment, provided that
Neuscheler properly accounts therefor in accordance with i3 Mobile's policy. i3
Mobile shall provide Neuscheler with corporate credit and phone cards to be used
with respect to the foregoing expenses.

    (c)  Participation in Benefit Plans. Neuscheler shall be eligible to
participate in the current i3 Mobile health, accident, life and disability
insurance, pension, profit sharing, stock option, stock purchase plans or
arrangements. Neuscheler shall also be entitled to participate in any other
employee benefit plan or arrangement made available in the future by i3 Mobile
to its executives and key management employees.

    (d)  Life Insurance. i3 Mobile shall purchase a key-man life insurance
policy on the life of Neuscheler in the aggregate amount of at least $500,000,
the proceeds of which shall be payable directly to i3 Mobile. Neuscheler agrees
to submit to such medical examinations, to complete such documentation and
otherwise to cooperate with i3 Mobile as may be required to enable i3 Mobile to
obtain and maintain such key-man life insurance.

    (e)  Automobile. i3 Mobile shall provide Neuscheler with an automobile
allowance of $1,000 per month for each month during the Term.

    (f)  Vacation. Neuscheler shall be entitled to paid vacation days in each
calendar year determined by i3 Mobile from time to time, but not less than four
(4) weeks in any calendar year, prorated in any calendar year during which
Neuscheler is employed hereunder for less than an entire year in accordance with
the number of days in such year during which he is so employed. Neuscheler shall
also be entitled to all paid holidays given by i3 Mobile to its executives and
key management employees.

    (g)  Incentive Compensation. i3 Mobile agrees to pay Neuscheler a bonus (the
"Bonus") which shall be determined by the President and Chief Executive Officer
of i3 Mobile, in addition to and separate from his Base Salary and subject to
the achievement of certain mutually agreed upon performance goals, in an amount
up to fifty percent (50%) of his Base Salary. Neuscheler shall be entitled to
the Bonus on a pro-rata basis for partial achievement of the performance goals.

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6.       Termination.

         Neuscheler's employment hereunder shall be terminated upon Neuscheler's
death and may be terminated as follows:

    (a)  By i3 Mobile for "Cause." For purposes of this Agreement, a termination
for Cause shall occur if Neuscheler has (i) willfully failed to comply with any
of the material terms of this Agreement, (ii) willfully and repeatedly failed to
perform his duties hereunder, (iii) engaged in gross misconduct materially
injurious to i3 Mobile or (iv) been convicted of, or pleaded nolo contendere to,
a felony or a crime of moral turpitude; provided, however, that Neuscheler shall
receive thirty (30) days' advance written notice specifying the actions
constituting Cause and Neuscheler shall not have cured the actions constituting
Cause during such thirty (30) day period.

    (b)  By i3 Mobile due to Neuscheler's "Disability." For purposes of this
Agreement, a termination for Disability shall occur (i) upon the thirtieth
(30th) day after i3 Mobile has provided a written termination notice to
Neuscheler supported by a written statement from a reputable independent
physician to the effect that Neuscheler shall have become so incapacitated as to
be unable to resume, within the ensuing twelve (12) months, his employment
hereunder by reason of physical or mental illness or injury, or (ii) upon
rendering of a written termination notice by i3 Mobile after Neuscheler has been
unable to substantially perform his duties hereunder for six (6) consecutive
months or for nine (9) months in any twelve (12) month period (exclusive of any
vacation permitted under Section 5(f) hereof) by reason of any physical or
mental illness. For purposes of this Section 6(b), Neuscheler agrees to make
himself available and to cooperate in any reasonable examination by a reputable
independent physician retained by i3 Mobile.

     (c)  By Neuscheler for "Good Reason." For purposes of this Agreement, Good
Reason shall mean (i) any circumstance that has the effect of significantly
reducing Neuscheler's duties or authority provided for or contemplated herein (a
"Material Change"), (ii) a breach by i3 Mobile of its material obligations under
this Agreement (a "Material Breach"), (iii) the relocation of the principal
executive offices of i3 Mobile in excess of fifty (50) miles from their present
location not consented to by Neuscheler, (iv) the acquisition by any person or
group (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), directly or indirectly, of securities of i3
Mobile representing fifty percent (50%) or more of the combined voting power of
i3 Mobile's then outstanding securities in a transaction to which Neuscheler
does not consent or (v) the future acquisition of all or substantially all of
the business or assets of i3 Mobile (whether direct or indirect, by sale of
assets or stock, merger, consolidation or otherwise) in a transaction to which
Neuscheler does not consent; provided, however, that a Material Change or a
Material Breach shall constitute Good Reason only if Neuscheler has notified i3
Mobile in writing of the existence and particulars of such Material Change or
Material Breach and i3 Mobile has failed to remedy such Material Change or
Material Breach within thirty (30) days of such notice.

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7.       Compensation upon Termination.

    (a)  In the event of the termination of Neuscheler's employment as a result
of Neuscheler's death, i3 Mobile shall (i) pay to Neuscheler's estate his Base
Salary and Bonus through the date of his death and (ii) for the longer of
eighteen (18) months following his death or the balance of the Term (as if such
termination had not occurred) provide continuation coverage to the members of
Neuscheler's family under all major medical and other health, accident, life or
other disability plans and programs in which such family members participated
immediately prior to his death.

    (b)  In the event of the termination of Neuscheler's employment by i3 Mobile
for Cause or by Neuscheler other than for Good Reason, i3 Mobile shall pay to
Neuscheler his Base Salary and accrued Bonus through the date of his
termination, and Neuscheler shall have no further entitlement to any other
compensation or benefits from i3 Mobile.

    (c)  In the event of the termination of Neuscheler's employment by i3 Mobile
due to Disability, i3 Mobile shall pay to Neuscheler his Base Salary and accrued
Bonus through the date of his termination. In addition, for eighteen (18) months
following any such termination, i3 Mobile shall (i) continue to pay Neuscheler
the Base Salary in effect at the time of such termination less the amount, if
any, then payable to Neuscheler under any disability benefits of i3 Mobile and
(ii) provide Neuscheler continuation coverage under all major medical and other
health, accident, life or other disability plans and programs in which
Neuscheler participated immediately prior to such termination.

    (d)  In the event that Neuscheler's employment is terminated (i) by i3
Mobile other than (A) as a result of Neuscheler's death or (B) for reasons
specified in Section 6(a) or (b) or (ii) by Neuscheler for Good Reason, i3
Mobile shall continue to pay to Neuscheler his Base Salary and Bonus for the
greater of (x) eighteen (18) months following any such termination or (y) the
balance of the Term (as if such termination had not occurred) and provide
Neuscheler continuation coverage under all major medical and other health,
accident, life or other disability plans or programs in which Neuscheler
participated immediately prior to such termination for the same period.
Notwithstanding the foregoing, the amounts otherwise payable to Neuscheler
pursuant to this Section 7(d) shall be subject to reduction (but not below zero)
to the extent determined necessary by i3 Mobile to prevent any payments or
benefits to or for the benefit of Neuscheler (whether pursuant to this Agreement
or any other plan, arrangement or agreement) from being treated as a "parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended. In
the event that Neuscheler's employment is terminated by Neuscheler for Good
Reason (but only as defined in clauses (iv) and (v) of section 6(c) hereof), all
stock options and other equity incentive awards granted to Neuscheler by i3
Mobile shall immediately fully vest on an accelerated basis and be exercisable
for a 30-day period following the occurrence of the event comprising Good
Reason.

    (e)  If Neuscheler disputes the termination of his employment by i3 Mobile
pursuant to Section 6(a) or 6(b) herein and such dispute results in a final
determination to the effect that i3 Mobile did not have a proper basis for such
termination, i3 Mobile shall promptly pay to Neuscheler all payments Neuscheler
would have been entitled to receive had his employment hereunder had not been
improperly terminated; provided, however, that any payments or benefits

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under this Section 7(e) shall be reduced by the amount of any payments or
benefits provided under any other provision of Section 7 hereof.

    (f)  The continuation coverage under any major medical and other health,
accident, life or other disability plans and programs for the periods provided
in Section 7(a), 7(c) and 7(d) shall be provided (i) at the expense of i3 Mobile
and (ii) in satisfaction of i3 Mobile's obligation under Section 4980B of the
Internal Revenue Code (and any similar state law) with respect to the period of
time such benefits are continued hereunder.

    (g)  This Section 7 sets forth the only obligations of i3 Mobile with
respect to the termination of Neuscheler's employment with i3 Mobile, and
Neuscheler acknowledges that, upon the termination of his employment, he shall
not be entitled to any payments or benefits which are not explicitly provided
herein.

8.       Covenant Regarding Inventions and Copyrights.

         Neuscheler shall disclose promptly to i3 Mobile any and all inventions,
discoveries, improvements and patentable or copyrightable works initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term and related to the business or activities of i3 Mobile and he assigns all
of his interest therein to i3 Mobile or its nominee; whenever requested to do so
by i3 Mobile, Neuscheler shall execute any and all applications, assignments or
other instruments which i3 Mobile shall deem necessary to apply for and obtain
letters patent or copyrights of the United States or any foreign country, or
otherwise protect i3 Mobile's interest therein. These obligations shall continue
beyond the conclusion of the Term with respect to inventions, discoveries,
improvements or copyrightable works initiated, conceived or made by Neuscheler
during the Term and shall be binding upon Neuscheler's assigns, executors,
administrators and other legal representatives.

9.       Protection of Confidential Information.

         Neuscheler acknowledges that he has been and will be provided with
information about, and his employment by i3 Mobile will, throughout the Term,
bring him into close contact with, many confidential affairs of i3 Mobile and
its subsidiaries, including proprietary information about costs, profits,
markets, sales, products, key personnel, pricing policies, operational methods,
technical processes and other business affairs and methods, plans for future
developments and other information not readily available to the public, all of
which are highly confidential and proprietary and all of which were developed by
i3 Mobile at great effort and expense. Neuscheler further acknowledges that the
services to be performed by him under this Agreement are of a special, unique,
unusual, extraordinary and intellectual character, that the business of i3
Mobile will be conducted throughout the world (the "Territory"), that its
services will be marketed throughout the Territory, that i3 Mobile competes and
will compete in all of its business activities with other organizations which
are located in any part of the Territory and that the nature of the relationship
of Neuscheler with i3 Mobile is such that Neuscheler is capable of

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<PAGE>   7
competing with i3 Mobile from nearly any location in the Territory. In
recognition of the foregoing, Neuscheler covenants and agrees during the Term
and for a period of five (5) years thereafter:

    (i)  That he will keep secret all confidential matters of i3 Mobile and not
disclose them to anyone outside of i3 Mobile, either during or after the Term,
except with i3 Mobile's prior written consent or, if during the Term, in the
performance of his duties hereunder, Neuscheler makes a good faith determination
that it is the best interest of i3 Mobile and to disclose such matters;

    (ii) That he will not make use of any such confidential matters for his own
purposes or the benefit of anyone other than i3 Mobile; and

    (iii) That he will deliver promptly to i3 Mobile on termination of this
Agreement, or at any time i3 Mobile may so request, all confidential memoranda,
notes, records, reports and other confidential documents (and all copies
thereof) relating to the business of i3 Mobile, which he may then possess or
have under his control.

10.      Restriction on Competition, Interference and Solicitation.

         In recognition of the considerations described in Section 9 hereof,
Neuscheler covenants and agrees that, during the Term and for a period of one
(1) year or such longer period of time during which Neuscheler is continuing to
receive compensation from the Company after such termination, Neuscheler will
not, directly or indirectly, (A) enter into the employ of, or render any
services to, any person, firm or corporation engaged in any business directly
competitive with the business of i3 Mobile in any part of the Territory in which
i3 Mobile is actively engaged in business on the date of termination; (B) engage
in any such business for his own account; (C) become interested in any such
business as an individual, partner, shareholder, creditor, director, officer,
principal, agent, employee, trustee, consultant, advisor, franchisee or in any
other relationship or capacity; or (D) interfere with i3 Mobile's relationship
with, or endeavor to employ or entice away from i3 Mobile any person, firm,
corporation, governmental entity or other business organization who or which is
or was an employee, customer or supplier of, or maintained a business
relationship with, i3 Mobile at any time (whether before or after the Term), or
which i3 Mobile has solicited or prepared to solicit; provided, however, that
the provisions of clause (A) shall not be deemed to preclude Neuscheler from
engagement by a corporation some of the activities of which are competitive with
the business of i3 Mobile if Neuscheler's engagement does not relate, directly
or indirectly, to such competitive business, and nothing contained in this
Section 10 shall be deemed to prohibit Neuscheler from acquiring or holding,
solely for investment, publicly traded securities of any corporation some of the
activities of which are competitive with the business of i3 Mobile so long as
such securities do not, in the aggregate, constitute more than five percent (5%)
of any class or series of outstanding securities of such corporation.

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11.      Specific Remedies.

         For purposes of Sections 8, 9 and 10 of this Agreement, references to
i3 Mobile shall include all current and future majority-owned subsidiaries of i3
Mobile and all current and future joint ventures in which i3 Mobile may from
time to time be involved. It is understood by Neuscheler and i3 Mobile that the
covenants contained in this Section 11 and in Sections 8, 9 and 10 hereof are
essential elements of this Agreement and that, but for the agreement of
Neuscheler to comply with such covenants, i3 Mobile would not have agreed to
enter into this Agreement. i3 Mobile and Neuscheler have independently consulted
with their respective counsel and have been advised concerning the
reasonableness and propriety of such covenants with specific regard to the
nature of the business conducted by i3 Mobile and all interests of i3 Mobile.
Neuscheler agrees that the covenants of Sections 8, 9 or 10 hereof are
reasonable and valid. If Neuscheler commits a breach of any of the provisions of
Sections 8, 9 or 10 hereof, such breach shall be deemed to be grounds for
termination for Cause. In addition, Neuscheler acknowledges that i3 Mobile may
have no adequate remedy at law if he violates any of the terms hereof.
Neuscheler therefore understands and agrees that i3 Mobile shall have (i) the
right to have such provisions specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such breach will cause
irreparable injury to i3 Mobile and that money damages will not provide an
adequate remedy to i3 Mobile, and (ii) the right to require Neuscheler to
account for and pay over to i3 Mobile all compensation, profits, monies,
accruals, increments and other benefits (collectively "Benefits") derived or
received by Neuscheler as a result of any transaction constituting a breach of
any of the provisions of Sections 8, 9 or 10 and Neuscheler hereby agrees to
account for and pay over such Benefits to i3 Mobile.

12.      Independence, Severability and Non-Exclusivity.

         Each of the rights enumerated in Sections 8, 9 or 10 hereof and the
remedies enumerated in Section 11 hereof shall be independent of the others and
shall be in addition to and not in lieu of any other rights and remedies
available to i3 Mobile at law or in equity. If any of the covenants contained in
Sections 8, 9 or 10, or any part of any of them, is hereafter construed or
adjudicated to be invalid or unenforceable, the same shall not affect the
remainder of the covenant or covenants or right or remedies which shall be given
full effect without regard to the invalid portions. The parties intend to and do
hereby confer jurisdiction to enforce the covenants contained in Section 8, 9 or
10 and the remedies enumerated in Section 11 upon the federal and state courts
of Connecticut sitting in Fairfield County. If any of the covenants contained in
Sections 8, 9 or 10 is held to be invalid or unenforceable because of the
duration of such provision or the area covered thereby, the parties agree that
the court making such determination shall be the power to reduce the duration
and/or area of such provision and in its reduced from said provision shall then
be enforceable. No such holding of invalidity or unenforceability in one
jurisdiction shall bar or in any way affect i3 Mobile's right to the relief
provided in Section 11 or otherwise in the courts of any other state or
jurisdiction within the geographical scope of such covenants as to breaches of
such covenants in such other respective states or jurisdictions, such covenants
being, for this purpose, severable into diverse and independent covenants.

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<PAGE>   9
13. Disputes. If i3 Mobile or Neuscheler shall dispute any termination of
Neuscheler's employment hereunder or if a dispute concerning any payment
hereunder shall exist:

    (a)  either party shall have the right (but not the obligation), in addition
to all other rights and remedies provided by law, to compel binding, enforceable
and non-appealable arbitration of the dispute in the City of New York under the
rules of the American Arbitration Association by giving written notice of
arbitration to the other party within thirty (30) days after notice of such
dispute has been received by the party to whom notice has been given; and

    (b)  if such dispute (whether or not submitted to arbitration pursuant to
Section 13(a) hereof) results in a determination that (i) i3 Mobile did not have
the right to terminate Neuscheler's employment under the provisions of this
Agreement or (ii) the position taken by Neuscheler concerning payments to
Neuscheler is correct, i3 Mobile shall promptly pay, or if theretofore paid by
Neuscheler, shall promptly reimburse Neuscheler for, all costs and expenses
(including reasonable attorneys' fees) reasonably incurred by Neuscheler in
connection with such dispute.

14.      Successors; Binding Agreement.

         In the event of a future disposition by i3 Mobile (whether direct or
indirect), by sale of assets or stock, merger, consolidation or otherwise of all
or substantially all of its business and/or assets in a transaction to which
Neuscheler consents, i3 Mobile will require any successor, by agreement in form
and substance satisfactory to Neuscheler, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that i3 Mobile
would be required to perform if no such disposition had taken place.

         This Agreement and all rights of Neuscheler hereunder shall inure to
the benefit of, and be enforceable by, Neuscheler's personal or legal
representatives, executors, administrators, administrators cta, successors,
heirs, distributees, devisees and legatees. If Neuscheler should die while any
amount would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to Neuscheler's estate.

15.      Notices.

         All notices, consents and other communications required or permitted to
be given by any party hereunder shall be in writing (including telecopy or other
similar writing) and shall be given be personal delivery, certified or
registered mail, postage prepaid, or telecopy (or other similar writing) as
follows:

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<TABLE>
<S>                        <C>
To i3 Mobile:              181 Harbor Drive
                           Stamford, CT  06902
                           Attn:  President and Chief Executive Officer
                           Telecopy:  (203) 428-3005

With a copy to:            Piper Marbury Rudnick & Wolfe LLP
                           1251 Avenue of the Americas
                           New York, New York 10020
                           Attn:  Michael Hirschberg, Esq.
                           Telecopy:  (212) 835-6001

To Neuscheler:             25 Ridge Brook Drive
                           Stamford, CT  06903
</TABLE>

or at such other address or telecopy number (or other similar number) as either
party may from time to time specify to the other. Any notice, consent or other
communication required or permitted to be given hereunder shall have been deemed
to be given on the date of mailing, personal delivery or telecopy or other
similar means (provided the appropriate answer back is received) thereof and
shall be conclusively presumed to have been received on the second business day
following the date of mailing or, in the case of personal delivery or telecopy
or other similar means, the day of delivery thereof, except that a change of
address shall not be effective until actually received.

16.      Modifications and Waivers.

         No term, provision or condition of this Agreement may be modified or
discharged unless such modification or discharge is authorized by the President
and Chief Executive Officer or Board of Directors of i3 Mobile and is agreed to
in writing and signed by Neuscheler. No waiver by either party hereto of any
breach by the other party hereto of any term, provision or condition of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

17.      Entire Agreement.

         This Agreement constitutes the entire understanding between the parties
hereto relating to the subject matter hereof, superseding all negotiations,
prior discussions, preliminary agreements and agreements relating to the subject
matter hereof made prior to the date hereof.

18.      Law Governing.

         Except as otherwise explicitly noted, this Agreement shall be governed
by and construed in accordance with the laws of the State of Connecticut
(without giving effect to the principles of conflicts of law).

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19.      Invalidity.

         Except as otherwise specified herein, the invalidity or
unenforceability of any term or terms of this Agreement shall not invalidate,
make unenforceable or otherwise affect any other term of this Agreement which
shall remain in full force and effect.

20.      Headings.

         The headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year set forth above.

                                i3 MOBILE, INC.



                                By:_______________________________________
                                      Stephen G. Maloney
                                      President and Chief Executive Officer



                                   _______________________________________
                                      Michael P. Neuscheler


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