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                                 EXHIBIT 10.11

                             EMPLOYMENT AGREEMENT

     Employment Agreement made as of January 17, 2000, effective as of January
1, 2000, between TIME WARNER TELECOM INC., a Delaware corporation (the
"Company"), and the employee whose name appears on the last page hereof (the
"Employee"). The Company shall employ the Employee on the following terms and
conditions:

     1.    Term. The Company hereby employs Employee and Employee hereby accepts
such employment upon the terms and conditions hereof for an initial term
commencing on January 1, 2000 (the "Effective Date") and ending, subject to
renewal or termination as provided herein, on the December 31 immediately prior
to the third anniversary of the Effective Date (the "Initial Term"); provided,
however, that this Agreement shall automatically continue for successive one
month periods thereafter (each such period being an "Additional Tenn") unless
either party has delivered written notice of termination to the other party no
later than six months prior to the end of the Initial Term or 60 days prior to
the end of any Additional Term. Sections 8, 10 through 22 and 24 through 28
shall survive any termination of Employee's employment under this Agreement. The
Employee hereby covenants that as of the Effective Date any agreement between
Employee and the Company, Time Warner Cable, US WEST, Inc. or MediaOne Group,
Inc., respectively, or any of their affiliates, entered into prior to the date
hereof, relating to Employee's employment with such entity, shall terminate as
of, or have been terminated prior to, the Effective Date.

     2.    Duties. Employee shall serve as Senior Vice President, Human
Resources or subject to Section 5, in such other senior management position as
the Company shall determine. Subject to the foregoing, Employee shall perform
such duties as may be assigned by the Company to Employee from time to time, and
shall travel for business purposes to the extent reasonably necessary or
appropriate in the performance of such duties.

     Employee shall perform such duties on a ftill time basis (subject to the
Company's written


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policies on vacations, illness, government service, etc. applicable to employees
at Employee's level in effect from time to time), provided, however that
Employee shall not be precluded from devoting such time to personal affairs as
shall not interfere with the performance of his or her duties hereunder. In
performing his or her duties hereunder, Employee shall comply with the Company's
policies and procedures in effect from time to time. Unless Employee otherwise
consents, the headquarters for the performance of Employee's services shall be
the principal executive offices of the Company in the Denver, Colorado area,
subject to such reasonable travel as may be appropriate or required in the
performance of Employee's duties in the business of the Company.

     3.    Compensation. The Company shall pay or cause to be paid to Employee,
during the tenn of employment, an annual salary in respect of each calendar year
at the rate of not less than $150,000.00 per annum. The Company may increase,
but not decrease, such annual salary at any time and from time to time during
the term of employment. In addition to annual salary, Employee may be entitled
to receive an annual bonus in respect of each calendar year based on a target
percentage of the salary paid to Employee during such calendar year of 50%.
Subject to Section 5, and the second paragraph of this Section 3, Employee
acknowledges that his or her actual annual bonus may vary and range from 0% to
150% of the target amount, depending on actual performance of the Company and
Employee.

     Subject to Section 5 and the second sentence of this Section 3, the Company
shall determine, in its sole discretion, the amount of any salary increase, the
amount of any annual bonus and whether to increase the target percentage of
Employee's annual bonus. The payment of any bonus compensation shall be made in
accordance with the Company's then current practices and policies, including
without limitation, less the usual required payroll deductions and withholding.

     The Company shall pay or reimburse Employee, in accordance with Company
policies applicable to employees at Employee's level, for all travel,
entertainment and other business expenses actually incurred or paid by Employee
in the performance of his or her duties hereunder,


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if properly substantiated and submitted.

     4.    Benefits. Employee shall be eligible to participate in any pension,
profit-sharing, employee stock ownership, vacation, insurance, hospitalization,
medical, health, disability and other employee benefit or welfare plan, program
or policy whether now existing or established hereafter (collectively, the
"Benefit Plans"), to the extent that employees at Employee's level are generally
deemed eligible under the general provisions thereof. The Company reserves the
right to amend or cancel any such Benefit Plan in its sole discretion.

    5.    Termination by Employee Following a Change in Control.

          (a)    Provided that notice of termination has not previously been
given under any other Section hereof, Employee shall have the right to terminate
his or her employment with the Company under this Agreement for cause upon 30
days prior written notice delivered to the Company at any time within 180 days
after Employee has actual knowledge of the occurrence of any of the following
events following a Change in Control, indicating in such notice which event has
occurred:

                 A.    A change in the location of Employee's office or of the
     Company's principal executive offices to a place which is more than 50
     miles from the location of Employee's office or the location of the
     Company's principal executive offices immediately prior to the occurrence
     of a Change in Control;

                 B.    A material reduction in Employee's decision-making,
     budgetary, operating, staff and other responsibilities, taken as a whole,
     from such responsibilities immediately prior to the occurrence of a Change
     in Control, or a change in the person or persons to whom Employee reported
     immediately prior to the occurrence of a Change in Control, to a person or
     persons of lesser rank, title or responsibility; or

                 C.    Any material breach of this Agreement by the Company.


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           (b)   Upon the expiration of the 30-day notice period provided in
Section 5(a), Employee shall be relieved of his or her management position with
the Company and his or her duties hereunder. In the notice delivered by Employee
to the Company pursuant to Section 5(a), Employee shall elect either (A) to
terminate his or her employment with the Company, in which case Employee shall
receive: (x) subject to the terms thereof, all benefits which may be due to
Employee under the provisions of any Benefit Plan; and (y) in a lump sum
severance payment, within 30 days following the effective date of such
termination, the present value (using the discount rate described below) of an
amount equal to the sum of the annual salary at the rate in effect on the date
of termination of employment or immediately prior to the Change in Control,
whichever is greater, plus an annual bonus in a minimum amount equal to
Employee's then applicable target bonus amount or the Employee's applicable
target bonus amount in effect immediately prior to the Change in Control,
whichever is greater, for the remainder of the existing term of this Agreement,
without any further renewal or continuation, provided that such amount shall be
not less than the sum of such salary and bonus pro rated for an 18-month period;
or (B) to remain an employee of the Company for a period (as determined by
Employee) of up to 18 months following the date notice of termination is given
by Employee pursuant to Section 5(a), in which case Employee shall be relieved
of his or her management position with the Company and his or her duties
hereunder, and shall (i) continue to receive both salary, based on a rate equal
to his or her annual rate in effect on the date of giving notice of termination
of employment or immediately prior to the Change in Control, whichever is
greater, and annual bonuses in respect of such period (in each case payable
within 30 days after the end of the respective calendar year and prorated for
any portion of a year), each such bonus to be based on an amount equal to
Employee's then applicable target bonus amount or the Employee's applicable
target bonus amount in effect immediately prior to the Change in Control,
whichever is greater, and (ii) receive a discounted lump sum payment pursuant to
Section 5(b)(A)(y) for any portion of the Initial Term remaining after such
period; provided, however, that if Employee accepts full-time employment with
any other corporation, partnership, trust, government or other


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entity ("Entity") during such period or notifies the Company in writing of his
or her intention to terminate his or her employment during such period, Employee
shall cease to be an employee of the Company effective upon the commencement of
such employment, or the effective date of such termination as specified by
Employee in such notice, and shall be entitled to receive, subject to the terms
thereof, all benefits due to Employee under the provisions of any Benefit Plan
and a discounted lump sum cash payment for the balance of the salary and bonuses
Employee would have been entitled to receive pursuant to this Section 5(b)(B)
had Employee remained on the Company's payroll until the end of the Initial Tenn
or such 18 month period, whichever is greater; provided, further, however, that
Employee shall not be entitled to receive any such lump sum cash payment if he
or she accepts full-time employment with any subsidiary or Affiliate of the
Company. For purposes of this Agreement, the term "Affiliate" shall mean an
Entity which, directly or indirectly, controls, is controlled by or is under
common control with, the Company or Time Warner Inc. ("TWI").

           In addition, whether Employee elects 5(b)(A) or 5(b)(B), for a period
of the earlier of one year from the date of termination of employment or the
date Employee is eligible to receive health benefits by virtue of other
employment, Employee shall receive continued eligibility and enrollment
(including family coverage, if any), without a premium charge therefor, in
hospital, medical and dental insurance plans providing substantially equivalent
benefit coverage to those plans in which Employee was enrolled immediately prior
to the Change in Control unless waived in writing by Employee (or, in the event
such coverage cannot be provided, substantially similar benefits).

           Any lump sum payments required to be made pursuant to this Section
5(b) shall be discounted to present value from the times at which such amounts
would have been paid absent any such termination at an annual discount rate for
the relevant period equal to the "applicable Federal rate" (within the meaning
of Section 1274(d) of the Internal Revenue Code of 1986 (the "Code")),
compounded semi-annually, in effect on the date of such termination, the use of
which rate


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is hereby elected by the Company and Employee pursuant to Treas. Reg. (S)
1.280G-1Q/A32 (provided that in the event such election is not permitted, such
other rate determined as of such other date as is applicable for determining
present value under Section 280G of the Code shall be used).

     6.    Termination by Company.
           ----------------------

           (a)   For Cause. Provided that notice of termination has not
previously been given under any other Section hereof, the Company shall have the
right to terminate Employee's employment for cause upon written notice to
Employee at any time. In such event, Employee's employment with the Company
shall terminate immediately and Employee shall be entitled to receive (i) any
earned and unpaid salary accrued through the date of such termination, and (ii)
subject to the terms thereof, any benefits which may be due to Employee under
the provisions of any Benefit Plan. Employee hereby disclaims any right to
receive a pro rata portion of his or her annual bonus with respect to the year
in which such termination occurs. For purposes hereof, "cause" shall mean
termination by action of the Company's Board of Directors or any committee
thereof because of Employee's conviction (treating a nolo contendere plea as a
conviction) of a felony (whether or not any right to appeal has been exercised)
or willful refusal without proper cause to perform his or her obligations under
this Agreement or because of Employee's material breach of the covenants
provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such
termination is because of the Employee's willful refusal without proper cause to
perform any one or more of his obligations under this Agreement, (ii) such
notice is the first such notice of termination for any reason delivered by the
Company to the Employee under this Section 6(a), and (iii) within 10 days
following the date of such notice the Employee shall cease his or her refusal
and shall use his or her best efforts to perform such obligations, the
termination shall not be effective.

           (b)   Other. Provided that notice of termination has not previously
been given under any other Section hereof, the Company shall have the right at
any time to terminate Employee's employment under this Agreement without cause,
by giving written notice thereof to Employee.


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                 (i)   If such notice is so given to Employee, Employee shall be
entitled to receive, subject to the terms thereof, all benefits which may be due
to Employee under the provisions of any Benefit Plan and to elect, within 30
days after receiving such notice, to receive either a lump sum severance payment
in the amount, and upon the terms and conditions, provided in Section 5(b)(A)
and calculated as set forth in the last paragraph of Section 5(b), or to remain
an employee of the Company upon the terms and conditions provided in Section
5(b)(B); provided, however, that (i) any reference therein to Section 5(a) shall
be deemed for purposes of this Section 6(b) to be a reference to this Section
6(b)(i), and (ii) if a Change in Control has not occurred, then (x) Employee's
salary shall be determined with reference to his or her then current annual
salary and (y) Employee's annual bonus shall equal at least the Employee's
target amount immediately prior to Employee's termination under this Section
6(b)(i).

                 (ii)  For the period beginning when Employee receives notice of
termination from the Company pursuant to this Section 6(b), and ending six
months thereafter, Employee will, without charge to Employee, have use of
reasonable office space and reasonable office facilities at Employee's principal
job location immediately prior to his or her termination of employment, or other
location reasonably close to such location, together with reasonable secretarial
services in each case appropriate to an employee of Employee's position and
responsibilities prior to such termination of employment but taking into account
Employee's reduced need for such office space and secretarial services. Employee
will continue to be eligible to participate in the Company's Benefit Plans and
to receive, subject to the terms thereof, all benefits, which are received by
other employees at Employee's level thereunder other than options or similar
equity-based or incentive awards.


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                 (iii) In the event that Employee's employment is terminated
prior to the occurrence of a Change in Control, or more than three years
following a Change in Control, then, in partial consideration for the Company's
obligation to make the payments described in this Section 6(b), Employee shall
execute and deliver to the Company a release in the form as set forth in Exhibit
A. The Company shall deliver such release to Employee at the time the Company
delivers notice of termination pursuant to this Section 6(b). Employee shall
execute and deliver such release to the Secretary of the Company within 21 days
of receipt of notice of termination. If Employee shall fail to execute and
deliver to the Company such release within 30 days of Employee's receipt thereof
from the Company, Employee's employment with the Company shall terminate
effective at the end of such 30-day period and Employee shall receive, in lieu
of the severance arrangements described in Section 6(b), a lump sum cash payment
in an amount determined in accordance with the personnel policies of the Company
then applicable.

     7.    Death; Disability.
           ------------------

           (a)   Death. If Employee shall die while employed by the Company,
Employee's employment under this Agreement shall thereupon terminate and
Employee's estate or beneficiaries, as the case may be, shall be entitled to
receive as promptly as practicable but in any event within 30 days after
reasonably satisfactory evidence of Employee's death is received by the Company
(i) any earned and unpaid salary accrued to Employee through the period ending
30 days following the date of Employee's death and a pro rata portion of the
target annual bonus amount in effect immediately prior to Employee's death; and
(11) subject to the terms thereof, any benefits which may be due to Employee's
estate or beneficiaries under the provisions of any Benefit Plan.

           (b)   Disability. Provided that notice of termination has not
previously been given under any Section hereof, if employee becomes ill or is
injured or disabled during the term of this Agreement such that Employee fails
to perform all or substantially all the duties to be rendered hereunder and such
failure continues for a period in excess of 26 consecutive weeks (a
"Disability"),


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the Company may terminate the employment of Employee under this Agreement upon
written notice to Employee at any time and thereupon Employee shall be entitled
to receive (i) any earned and unpaid salary accrued through the date of such
termination; (ii) subject to the terms thereof, any benefits which may be due to
Employee under the provisions of any Benefit Plan; and (ill) a lump sum cash
payment equal to the sum of 75% of Employee's then current annual salary and
then applicable target annual bonus amount prorated for an 18-month period, less
the amount of any disability insurance proceeds payable to Employee under any
disability insurance policy or program covering Employee.

     8.    Stock Options and Other Incentive Awards. Upon Employee's termination
of employment with the Company for any reason, Employee's rights to benefits and
payments under any stock options, restricted shares or other incentive plans
shall be determined in accordance with the terms and provisions of such plans
and any agreements under which such stock options, restricted shares or other
awards were granted.

     9.    Change in Control. For purposes of this Agreement, a "Change in
Control" of the Company shall be deemed to have occurred at such time as TWI,
MediaOne Group, Inc. and Advance/Newhouse Partnership (and their respective
affiliates) (collectively, the "Founding Stockholders") as a group cease to have
the ability to elect a majority of the Board of Directors of the Company (other
than the chief executive officer of the Company and independent directors;
provided that independent directors shall be included in calculating whether the
foregoing majority requirement is satisfied if the directors nominated by the
Founding Stockholders (and their respective affiliates) do not constitute a
majority of the committee that selects the Board of Directors' nominees for
independent representatives) and a "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (other than the Founding Stockholders and their respective
affiliates) has become the ultimate "beneficial owner" (as defined in Rule l3d-3
under the Exchange Act) of more than 35% of the total voting


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power of the voting interests of the Company on a fully diluted basis and such
ownership represents a greater percentage of the total voting power of the
voting interests of the Company, on a fully diluted basis, than is held by the
Founding Stockholders (and their respective affiliates) as a group on such date.

     10.   Trade Secrets; Work Products, Etc. Except in connection with the
performance of his or her duties hereunder, Employee hereby expressly covenants
and agrees that Employee will not at any time while employed by the Company or
thereafter, exploit, use, sell, publish, disclose, communicate or divulge to any
person or Entity, other than the Company and its subsidiaries, either directly
or indirectly, any trade secrets or confidential information, knowledge or data
regarding the Company or any of its subsidiaries or Affiliates or any of their
respective officers, directors or employees including, without limitation, the
existence and terms of this Agreement, other than such information, knowledge or
data which has been released by the Company or such subsidiaries, Affiliates or
others to the public (except that with respect to the terms of this Agreement
Employee may communicate such terms to Employee's spouse and Employee's
attorneys and financial advisors). Notwithstanding the foregoing, Employee may
disclose such trade secrets or confidential information, knowledge, data or
terms when required to do so by a court or government agency or legislative body
of competent jurisdiction, provided Employee first notifies the Company orally
and in writing as promptly as possible of such requirement so that the Company
may either seek an appropriate protective order or waive compliance with the
provisions of this Section, and provided further that if, in the absence of such
protective order or waiver, Employee is nevertheless, in the written opinion of
his or her counsel, reasonably acceptable to the Company, addressed to and
delivered to the Company, otherwise required to disclose such information to any
such court, government agency or legislative body or else stand liable for
contempt or suffer other material penalty, Employee may disclose such
information in such case without liability hereunder so long as such disclosure
does not exceed that required by such court, government agency or legislative


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body.

     Employee hereby grants and assigns to the Company all rights (including,
without limitation, any copyright or patent) in the results and proceeds of all
services provided by Employee hereunder and all such services shall be subject
in all respects to the supervision, control and direction of the Company. Any
work in connection with such services shall be considered "work made for hire"
under the Copyright Law of 1976 or any successor thereof, and the Company shall
be the owner of such work as if the Company were the author of such work.

     11.   Non-Compete, Solicitation. Employee hereby expressly covenants and
agrees that:

           (a)   Employee will not at any time during the Tenn of employment and
for a period of one year following the date a notice of termination of
Employee's employment is terminated (i.e., Employee is no longer considered an
employee for payroll purposes) as provided herein, be or become an officer,
director, partner or employee of or consultant to or act in any managerial
capacity with or own any equity interest in any Entity (an "Affiliated Person")
which is a "Competitive Business Entity" (as such term is defined on Exhibit B
hereto); provided, however, that (i) ownership of less than 1% of the
outstanding equity securities of any Entity listed on any national securities
exchange or traded on the National Association of Securities Dealers Automated
Quotation System shall not be prohibited hereby, and (ii) in the event Employee
is terminated pursuant to Section 6(b) and notice of termination is so given to
Employee following the occurrence of a Change in Control, Employee is hereby
permitted to accept employment with any Founding Stockholder and such employment
shall not violate the provisions of this Section 11.

           (b)   Employee will not at any time during the Term of employment and
for a period of one year after the date Employee's employment is terminated as
provided herein, solicit (or assist or encourage the solicitation of) any
employee of the Company or any of its subsidiaries or Affiliates to work for
Employee or for any Entity in which Employee owns or expects to own more than a
1% equity interest or for which Employee serves or expects to serve as an
Affiliated Person.


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           For the purposes of this Section 11(b), the term "solicit any
employee" shall mean Employee's contacting, or providing information to others
who may be expected to contact, any employee of the Company or any of its
subsidiaries or Affiliates regarding their employment status, job satisfaction,
interest in seeking employment with Employee or any Affiliated Person or any
related matter, but shall not include general print advertising for personnel or
responding to an unsolicited request for a personal recommendation for or
evaluation of an employee of the Company or any of its subsidiaries or
Affiliates.

     12.   Documents; Conduct. Employee hereby expressly covenants and agrees
that:

           (a)   Following termination of Employee's employment with the Company
for any reason or at any time upon the Company's request, Employee will promptly
return to the Company all property of the Company and its subsidiaries and
Affiliates in his or her possession or control (whether maintained at his or her
office, home or elsewhere), including, without limitation, all copies of all
management studies, business or strategic plans, budgets, notebooks and other
printed, typed or written materials, documents, diaries, calendars and data of
or relating to the Company or its subsidiaries or Affiliates or their respective
personnel or affairs; and

           (b)   Employee will not at any time denigrate, ridicule or
intentionally criticize the Company or any of its subsidiaries or Affiliates or
any of their respective products, properties, employees, officers or directors,
including, without limitation, by way of news interviews, or the expression of
personal views, opinions or judgments to the news media.

     13.   Breach by Employee . Employee hereby expressly covenants and agrees
that the Company will suffer irreparable damage in the event any provisions of
Sections 10, 11 and 12 are not performed or are otherwise breached and that the
Company shall be entitled as a matter of right to an injunction or injunctions
and other relief to prevent a breach or violation by Employee and to secure its
enforcement of Section 10, 11 and 12 resort to such equitable relief, however,
shall not constitute a waiver of any other rights or remedies which the Company
may have.



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     14.   Representations.
           ----------------

           (a)   Employee represents and warrants to the Company that this
Agreement is legal, valid and binding upon Employee and Employee is not a party
to any agreement or understanding which would prevent the fulfillment by
Employee of the terms of this Agreement. Employee has consulted with his or her
legal, tax, financial and other advisors, to the extent desired, prior to
execution and delivery of this Agreement.

           (b)   The Company represents and warrants to Employee that this
Agreement is legal, valid and binding upon the Company and the Company is not a
party to any agreement or understanding which would prevent the fulfillment by
the Company of the terms of this Agreement.

     15.   Notice. Any notice required or permitted to be given hereunder shall
be in writing (except where required to be given orally) and shall be
sufficiently given or sent by registered or certified mail or delivered, in
person, if to Employee at the address set forth on the last paragraph hereof, or
at such other address as Employee shall designate by written notice to the
Company, and if to the Company at 10475 Park Meadows Drive, Littleton, CO 80124,
attention of the Secretary or at such other address as the Company shall
designate by written notice to Employee.

     16.   Successors and Assigns. This Agreement is personal in its nature and
neither of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any right or obligations hereunder; provided however,
that the provisions hereof shall inure to the benefit of, and be binding upon,
any successor of the Company, whether by merger, consolidation, transfer of all
or substantially all of the assets of the Company, or otherwise.

     17.   Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, irrespective of
its conflicts of law rules, except for the By-laws referred to in Section 26,
which shall be governed by and construed and


<PAGE>

enforced in accordance with the laws of the State of Delaware.

           To the extent that any applicable state or Federal law, rule or
regulation confers upon Employee any greater benefit or right than that set
forth in this Agreement, such law, rule or regulation shall control in lieu of
the provisions hereof relating to such benefit or right.

     18.   Mitigation. Employee shall have no obligation to mitigate damages in
the event of termination of Employee's employment under this Agreement under
Section 5(a), 6(b) or 7, other than as necessary to prevent the Company from
losing any tax deductions to which it otherwise would have been entitled for any
payments deemed to be "contingent on a change" under the Code and any payments
received by Employee hereunder shall not be offset or reduced in any way by any
other earnings or payments which may be received by Employee from any source,
except as provided by this Section 18. It is acknowledged and agreed that any
payment which may be made by the Company to Employee under Section 5(b), 6(b) or
7 is in the nature of severance and is not a penalty payment.


     19.   Withholding. All payments required to be paid by the Company to
Employee under this Agreement will be paid in accordance with the payroll
practices of the Company or the terms of the Benefit Plans, as the case may be,
and will be subject to withholding taxes, social security and other payroll
deductions in accordance with the Company's policies applicable to employees at
Employee's level and the terms of the Benefit Plan.

     20.   Complete Understanding. This Agreement supersedes any prior
contracts, understandings, discussions and agreements relating to employment
between Employee, on the one hand, and the Company and its subsidiaries and
Affiliates, on the other, and constitutes the complete understanding between the
parties with respect to the subject matter hereof. No statement, representation,
warranty or covenant has been made by either party with respect thereto except
as expressly set forth herein.


<PAGE>

     21.   Modification; Waiver. This Agreement cannot be changed, modified or
amended and no provision or requirement hereof may be waived without the consent
in writing of both the parties hereto. No waiver by either party at any time of
any breach by the other party of any condition or provision of this Agreement
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. Subject to Section 28, no policy,
procedure or practice of the Company whether now or hereafter in effect shall be
deemed to modify, amend or supersede any provision of this Agreement except as
contemplated or provided otherwise in this Agreement.

     22.   Headings. The headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
this Agreement.

     23.   Use of Likeness. The Company and TWI shall have the right to use
Employee's name, biography and likeness in connection with their respective
businesses and that of their subsidiaries and Affiliates, but not for use as a
direct endorsement.

     24.   Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     25.   Set-off. The Company and its subsidiaries and Affiliates shall have
no right to set-off payments owed to Employee hereunder against amounts owed or
claimed to be owed by Employee to the Company or its subsidiaries or Affiliates
under this Agreement or otherwise.

     26.   Indemnification. The Company shall indemnify Employee to no lesser
extent than provided in the Company's By-laws on the date hereof (the provisions
of which are hereby incorporated by reference herein), notwithstanding any
changes or amendments to such By-laws after the date hereof adversely affecting,
limiting or reducing such indemnification.


<PAGE>

     27. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

     28. Changes. Subject to Section 5, the Company and its subsidiaries and
Affiliates are entitled to amend, modify, terminate or otherwise change at any
time or from time to time any and all Benefit Plans and policies, practices or
procedures referred to in this Agreement, and all references herein to such
Benefit Plans and policies, practices and procedures shall be to such as from
time to time in effect prior to a Change in Control except as otherwise
specifically herein provided.

     29. Beneficiaries. Whenever this Agreement provides for any payment to the
Employee's estate, such payment may be made instead to such beneficiary or
beneficiaries as the Employee may designate in writing (using the form of
Beneficiary Designation attached hereto as Exhibit C) and file with the Company.
The Employee shall have the right to revoke such Beneficiary Designation and
redesignate a beneficiary by filing with the Company (and any applicable
insurance company) a later dated Beneficiary Designation to such effect.
<PAGE>

      IN WITNESS WHEREOF, Employee and the Company have caused this Agreement

to be executed as of the date first above written.

                                      TIME WARNER TELECOM INC.

                                      By:    /s/Larissa L. Herda
                                         ----------------------------------
                                         Name:  Larissa L. Herda
                                         Title: President & Chief Executive
                                                Officer

Agreed to and accepted as of
the date first above written

    /s/Julie Rich
----------------------------
Name:  Julie Rich
Title: Senior Vice President,
       Human Resources

Address for Notices:
7590 Argonnest
----------------------------
Aurora, Co 80010
----------------------------

----------------------------
<PAGE>

                                   EXHIBIT B
                                   ---------

     "Competitive Business Entity" shall mean any Entity which is engaged,
either directly or indirectly, in the ownership, operation or management of any
business that provides to customers at any location within the United States (or
its territories and dependencies) any telecommunications, any internet access
services or any other transport or network services for internet protocol based
information.

     All capitalized terms used herein shall have the meanings provided in the
Employment Agreement to which this Exhibit B is attached.