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                                                                    Exhibit 10.8

                              CONSULTING AGREEMENT

      THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of
the 7th day of February, 2002 by and between US LEC Corp., a Delaware
corporation with its principal office located in Charlotte, North Carolina, on
behalf of itself and its affiliates (collectively "US LEC"), and TANSUKH V.
GANATRA, a resident of North Carolina ("Ganatra") to be retroactively effective
as of January 1, 2002 (the "Effective Date").

      WHEREAS, US LEC has identified a need for Ganatra to provide, during the
time period specified below, consulting services regarding US LEC's business;

      WHEREAS, Ganatra has specialized knowledge and experience that qualify him
to provide the advice and consulting services required by US LEC he is a founder
and has served as both Chief Executive Officer and as a director of US LEC, and
Ganatra, and at the time of the signing of this Agreement continues to be a
direct or indirect owner of 14.4% of US LEC's outstanding common stock; and

      WHEREAS, Ganatra and US LEC desire for Ganatra, beginning on the Effective
Date, to provide consulting services, to receive a monthly payment for such
consulting services, as well as additional compensation for consulting services
in excess of a specified number of hours each month, and to be restricted in his
ability to use confidential information and knowledge about US LEC and its
business in competition with US LEC pursuant to this Agreement, as specified in
the terms and conditions set forth below;

      NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, obligations and rights hereinafter specified, US LEC and Ganatra
mutually agree as follows:

      1. Consulting Services. Beginning of the Effective Date, Ganatra shall
provide consulting services to US LEC as requested by US LEC to further US LEC's
business, including, but not limited to providing advice and assistance with
respect to (a) the conduct of US LEC's business, (b) strategic business issues
related to competitive conditions in the telecommunications industry, (c)
strategies and plans for new business development, (d) development and
implementation of network systems, (e) relationships with other
telecommunications carriers, and (f) evaluation of and assistance with potential
future acquisitions.

            (a) All consulting services provided by Ganatra to US LEC will be
      provided to US LEC's Board of Directors (the "Board") or such executive
      officers of US LEC as the Board may designate from time to time.

            (b) Ganatra agrees to provide up to twenty (20) days of consulting
      services each year during the Term of this Agreement (as defined below)
      for which he shall receive the compensation set forth in subsection 2(a)
      of this Agreement. Eight (8) hours of consulting services provided by
      Ganatra, whether provided in one (1) day or more than one day, shall be
      deemed one day of consulting services.

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            (c) At the request of the Board, Ganatra also agrees to provide
      consulting services in excess of twenty (20) days each year during the
      Term of this Agreement for which he shall receive the compensation set
      forth in Paragraph 2(b) of this Agreement.

            (d) At no time may US LEC request Ganatra to provide more than four
      (4) days of consulting services in any one-month period during each year.
      However, Ganatra may waive this maximum limitation on a month-to-month
      basis.

            (e) If the twenty (20) days of consulting services provided for in
      Paragraph 1(b) are not used by US LEC in any year, they shall not be
      accrued for future use in subsequent years.

      2. Compensation. The compensation payable by US LEC to Ganatra pursuant to
this Agreement shall be as follows:

            (a) For the services he has agreed to provide pursuant to Paragraph
      1(b) above, Ganatra shall receive compensation at the rate of $50,000 per
      year, paid in biweekly installments in accordance with US LEC's automatic
      deposit payroll practices.

            (b) For the services performed by Ganatra pursuant to Paragraph 1(c)
      above, Ganatra shall receive $500 per hour for each hour of service in
      excess of twenty (20) days per year. Ganatra shall submit to US LEC,
      monthly or quarterly, a reasonably itemized statement of the services he
      performs for the compensation payable to him pursuant to this Paragraph
      2(b). Any such statements shall be paid within thirty (30) days of by US
      LEC.

      3. Expenses. US LEC will reimburse Ganatra for all reasonable
out-of-pocket expenses incurred in performing his consulting duties that are
approved in advance or are otherwise reimbursable under applicable US LEC
policies and procedures, including reimbursement for the annual cost (estimated
at $1,000) of a ISDN line installed at Ganatra's home in Charlotte, North
Carolina. Such reimbursement will be due within thirty (30) days of presentation
to US LEC by Ganatra of a request for reimbursement with appropriate consistent
with Internal Revenue Service requirements. Ganatra will render periodic
statements to US LEC accounting for all expenses.

      4. Independent Contractor. The parties agree that Ganatra shall perform
his duties and services as an independent contractor. Ganatra shall be
responsible to US LEC only for his ultimate work product, and US LEC shall
neither have nor exercise any direction over the method or manner by which
Ganatra performs his services and functions under this Consulting Agreement.
Ganatra agrees, as an independent contractor, to be fully and completely
responsible for his appropriate self-employment tax payments as well as any
other required federal, state or local tax payments, and shall indemnify and
hold harmless US LEC, its officers, directors and employees from any liability,
costs or expenses incurred by reason of Ganatra's failure to report and/or pay
any such taxes. It is further agreed and understood that Ganatra is not covered
by any of the fringe benefit programs of US LEC, nor is he covered by workers'
compensation inasmuch as he is not an employee of

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US LEC; provided that Ganatra shall be entitled to COBRA benefits in accordance
with applicable law.

      5. Term and Termination. Unless terminated sooner as provided in this
Paragraph 5, the term of this Agreement shall be for seven (7) years, beginning
on the Effective Date and shall continue for seven (7) years thereafter (the
"Term").

            (a) After the third anniversary of the date this Agreement, Ganatra
      shall have the right to discontinue providing services under this
      Agreement by providing written notice to US LEC (addressed and delivered
      to the Board). In the event that Ganatra elects to discontinue providing
      services under this Agreement, he will no longer be entitled to receive
      the compensation specified in Paragraph 2. However, Ganatra will remain
      obligated to comply with the restrictive provisions contained in Paragraph
      9 from the effective date of his election to discontinue his consulting
      services, regardless of the fact that he is no longer providing consulting
      services to US LEC or receiving biweekly or other compensation from US
      LEC.

            (b) US LEC will have the right to terminate this Agreement only
      under the following circumstances: (1) Ganatra's disability, if such
      disability has rendered Ganatra unable to satisfactorily perform the
      services that may be requested of him under this Agreement; or (2)
      Ganatra's breach of this Agreement.

            (c) In the event US LEC terminates Ganatra's consulting services by
      reason of Ganatra's disability or breach of this Agreement, Ganatra shall
      no longer be entitled to receive biweekly or other compensation from US
      LEC, but he shall remain obligated to comply with the restrictive
      provisions contained in Paragraph 9 from the date of such termination,
      regardless of fact that he is no longer providing consulting services to
      US LEC or receiving biweekly or other compensation from US LEC. US LEC's
      termination of this Agreement under this provision will in no way preclude
      or limit its right to pursue any other remedies allowed by law, including
      but not limited to damages and injunctive relief.

            (d) Upon Ganatra's death, this Agreement shall automatically
      terminate and Ganatra's estate shall be entitled to receive only the
      amount of accrued but unpaid biweekly or other compensation specified in
      Paragraph 2 through the date of Ganatra's death and any unpaid expenses
      incurred by Ganatra pursuant to Paragraph 3 prior to his death. Ganatra's
      legal representative is authorized to make application for and receive on
      behalf of Ganatra's estate payments for any such compensation and
      expenses.

      6. Recognition of US LEC's Legitimate Interests. Ganatra understands and
acknowledges that US LEC and its affiliates compete in the United States in the
provision and sale of telecommunications products and services, including but
not limited to providing local, long distance, calling card, toll free,
dedicated internet, digital private line, and frame relay services to customers.
As part of Ganatra's prior employment with US LEC and in order for Ganatra to
render consulting services to US LEC, Ganatra has been and will continue to be
provided significant Confidential Information by US LEC (as defined below). In
addition, Ganatra may have direct contact with US LEC's customers, employees,
vendors, and

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representatives of companies US LEC considers for acquisition. Ganatra
acknowledges that US LEC's competitors would obtain an unfair advantage if
Ganatra disclosed the Confidential Information to a competitor, used it in a
competitor's behalf, or if he were able to exploit the relationships he
developed as an employee and consultant of US LEC to solicit business on behalf
of a competitor.

      7. Definition of Confidential Information. As used in this Agreement,
"Confidential Information" means data or information which is of value to US LEC
and is not generally known to persons or entities outside of US LEC, including
but not limited to the following: (a) information about past, present or
potential customers; (b) information about past, present, or potential vendors
or suppliers; (c) information about other carriers with whom US LEC does
business; (d) network planning techniques and processes, past, present or
proposed network designs or configurations, network diagrams, trunking
arrangements, switch configurations, or other network information; (e)
information about the financial aspects of US LEC's business, such as costs,
financial statements, pricing, quoting procedures, sales, financial projections,
and other financial information; (f) business opportunities for new or
developing business for US LEC, and business and marketing plans, techniques,
and strategies of US LEC (including plans for new markets, products or
services); (g) technical information including training materials, inventions,
computer programs, techniques and network engineering concepts; (h) employee
lists, organizational charts, and private personnel information; (i) any
information received by US LEC from third parties in confidence (or subject to
non-disclosure or similar covenants) and the terms and conditions of
negotiations or confidential contracts between US LEC and third parties; (j)
information concerning any potential mergers or acquisitions of or by US LEC or
other business opportunities; (k) any documents, designs, files or other
information marked "Confidential"; and (l) any other information that is
proprietary to US LEC or constitutes a trade secret under applicable law.

      8. Agreement to Maintain Confidentiality.

            (a) Except as otherwise provided in this Agreement, during the Term
      and at all times after the termination of this Agreement, Ganatra
      covenants and agrees to treat as confidential and not to negligently or
      intentionally disclose, and to use only for the advancement of the
      interests of US LEC, all Confidential Information received by Ganatra
      prior to this Agreement or received, compiled, developed, designed,
      produced, accessed, or otherwise discovered by Ganatra while providing
      consulting services to US LEC. Ganatra will not disclose or divulge the
      Confidential Information to any person, entity, firm or company whatsoever
      or use the Confidential Information for Ganatra's own benefit or for the
      benefit of any person, entity, firm or company other than US LEC.

            (b) Ganatra specifically acknowledges that the Confidential
      Information, whether reduced to writing or maintained in the mind or
      memory of Ganatra, and whether compiled or created by Ganatra, US LEC, or
      any of its affiliates or customers, derives independent economic value
      from not being readily known to or ascertainable by proper means by others
      who could obtain economic value from the disclosure or use of the
      Confidential Information. Ganatra also acknowledges that reasonable
      efforts have been

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      put forth by US LEC to maintain the secrecy of the Confidential
      Information, that the Confidential Information is and will remain the sole
      property of US LEC or any of its affiliates or customers, as the case may
      be, and that any retention and/or use of Confidential Information during
      or after the termination of this Agreement (except in the regular course
      of Ganatra performing his services hereunder) will constitute a
      misappropriation of the Confidential Information belonging to US LEC.

            (c) For purposes of this Paragraph, information shall not be deemed
      to be "Confidential Information" to the extent that the information (i) is
      in the public domain; or hereafter becomes generally known or available
      through no action or omission on the part of Ganatra; (ii) is furnished to
      any person by US LEC without restriction on disclosure; (iii) becomes
      known to Ganatra from a source other than US LEC, without a breach of any
      agreement with US LEC and without any restriction on disclosure; or (iv)
      is disclosed after written approval for the disclosure has been given by
      US LEC.

      9. Noncompetition and Nonsolicitation.

            (a) Ganatra hereby agrees that for so long as he is compensated for
      consulting services pursuant to this Agreement and for one (1) year from
      the effective date of his election to discontinue providing consulting
      services pursuant to Paragraph 5(a) or one (1) year from the date from the
      date US LEC terminates Ganatra's consulting services pursuant to Paragraph
      5(c), whichever becomes applicable, Ganatra will NOT, within the
      Restricted Territory, do any of the following:

                  (1) Engage directly or indirectly (either as an owner,
            employee, consultant, or in any similar capacity) in the research,
            development, marketing, sale, or distribution of telecommunications
            products or services which are the same as or similar to those in
            development and/or sold by US LEC while Ganatra is compensated for
            consulting services pursuant to this Agreement or the last twelve
            (12) months of Ganatra's employment with US LEC.

                  (2) Solicit or encourage any customers of US LEC (a) with whom
            Ganatra had direct contact while he is compensated for consulting
            services pursuant to this Agreement or while he was employed with US
            LEC, and (b) who remain US LEC customers at the time of
            solicitation, to purchase telecommunications products or services
            from any entity other than US LEC.

            (b) Ganatra agrees that for so long as he is compensated for
      consulting services pursuant to this Agreement and for two (2) years from
      the effective date of his election to discontinue providing consulting
      services pursuant to Paragraph 5(a) or two (2) years from the date US LEC
      terminates Ganatra's consulting services pursuant to Paragraph 5(c),
      whichever becomes applicable, Ganatra will NOT, within the Restricted
      Territory, encourage, induce or attempt to induce any employees of US LEC
      to end their employment relationship with US LEC and work for a competitor
      of US LEC.

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            (c) As used in this Paragraph 9, "Restricted Territory" shall mean
      the following:

                  1. A sixty mile radius of the following: Philadelphia, Pa.;
            Pittsburgh, Pa.: Baltimore, Md.; Washington, DC; Richmond, Va.;
            Norfolk, Va.; Greensboro, NC; Raleigh, NC; Charlotte, NC;
            Charleston, SC; Atlanta, Ga.; Jacksonville, Fla.; Orlando, Fla.;
            Tampa, Fla.; Fort Myers, Fla.; West Palm Beach, Fla.; Miami, Fla.;
            New Orleans, La.; Mobile, Ala.; Birmingham, Ala.; Memphis, Tenn.;
            Chattanooga, Tenn.; Nashville, Tenn.; Knoxville, Kty.; Louisville,
            Kty.;

                  2. A sixty mile radius of each city in which US LEC provides
            telecommunication services, whether existing as of the date of this
            Agreement or thereafter as a result of expansion, acquisition or
            otherwise;

                  3. Any geographical area in the States of North Carolina,
            South Carolina, Florida, Virginia, Tennessee, Georgia, Alabama,
            Pennsylvania, Louisiana, Kentucky, Maryland, and the District of
            Columbia in which US LEC conducts material telecommunications
            business;

                  4. Any geographical area in any additional States in the
            United States in which US LEC provides telecommunications products
            and/or services to customers during the Term hereof, whether as a
            result of expansion, acquisition or otherwise;

                  5. Any geographical area in any province of Canada in which US
            LEC provides telecommunications products and/or services to
            customers during the Term hereof;

                  6. Any geographical area in any State in the United States and
            province of Canada in which US LEC's customers are located.

      10. Return of Property. Ganatra agrees that upon (a) the termination of
this Agreement, or (b) the written request of US LEC, Ganatra (or in the event
of the death or disability of Ganatra, Ganatra's heirs, successors, assigns and
legal representatives) shall return to US LEC any and all property of US LEC,
including but not limited to all Confidential Information, notes, data,
reference items, documents, sketches, drawings, software, forms, manuals, and
equipment, without retaining any copies or summaries of such property.

      11. Enforcement. In addition to the rights specified in Paragraph 5, US
LEC will have all of the following remedies in the event of a breach by Ganatra
of this Agreement:

            (a) US LEC may enforce the provisions of this Agreement by
      injunction to (i) restrain any violation by Ganatra, Ganatra's partners,
      agents, servants, employers, and employees, and all persons acting for or
      with Ganatra; and (ii) to compel specific performance of the terms and
      conditions of this Agreement. Ganatra agrees that a breach or violation of
      any of the covenants under Paragraphs 7 through 10 will result in
      immediate

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      and irreparable harm to US LEC in an amount which will be impossible to
      ascertain at the time of the breach or violation and that the award of
      monetary damages will not be adequate relief to US LEC.

            (b) In the event that Ganatra fails to fulfill the terms of the
      consulting obligations contained in Paragraph 1 or fails to comply with
      the restrictive provisions contained in Paragraphs 7 through 10, US LEC
      may, at its discretion, declare the biweekly payments forfeited with
      respect to any biweekly period during which Ganatra is in breach of this
      Agreement. US LEC may declare the biweekly payment forfeited if Ganatra is
      in breach of this Agreement for any portion of the biweekly period at
      issue, and Ganatra will not be entitled to any payment for that period. US
      LEC may take this action without terminating the Agreement pursuant to
      Paragraph 5.

            (c) The remedies described in Subparagraphs (a) and (b) of this
      Paragraph shall be cumulative and in addition to all other remedies US LEC
      may have against Ganatra at law or in equity. Further, the rights provided
      by Subparagraph (b) of this Paragraph shall not be interpreted in any way
      to limit US LEC's right to seek and obtain injunctive relief. Finally,
      nothing contained in this Agreement shall limit, abridge, or modify the
      rights of US LEC under any statutes or common law, including but not
      limited to applicable trade secret, trademark, copyright, or patent law.

      12. Reasonableness of Restrictions. Ganatra has carefully considered the
nature and extent of the restrictions upon him and the rights and remedies
conferred upon US LEC under Paragraphs 7 through 10 and hereby acknowledges and
agrees that the same are reasonable in time and territory, are designed to
eliminate competition which would otherwise be unfair to US LEC, do not
interfere with Ganatra's exercise of his inherent skill and experience, are
reasonably required to protect the legitimate interests of US LEC, and do not
confer a benefit upon US LEC disproportionate to the detriment to Ganatra.
Ganatra certifies that he has had the opportunity to discuss this Agreement with
such legal advisors as he chooses and that he understands its provisions and has
entered into this Agreement freely and voluntarily. US LEC agrees to pay or
reimburse Ganatra for the reasonable fees and out-of-pocket expenses of his
counsel for reviewing and advising Ganatra regarding the terms of this
Agreement.

      13. Severability. It is the intention of the parties to restrict the
activities of Ganatra only to the extent reasonably necessary for the protection
of US LEC's legitimate interests. The parties specifically covenant and agree
that should any of the provisions in this Agreement be deemed by a court of
competent jurisdiction too broad for the protection of US LEC's legitimate
interests, the parties authorize the court to narrow, limit or modify the
restrictions herein to the extent reasonably necessary to accomplish such
purpose. In the event such limiting construction is impossible, such invalid or
unenforceable provision shall be deemed severed from this Agreement and every
other provision of this Agreement shall remain in full force and effect.

      14. Applicable Law. This Agreement shall be interpreted, construed and
governed according to the laws of the State of North Carolina, regardless of
choice of law principles to the contrary. Further, US LEC and Ganatra agree that
in any dispute between them jurisdiction and venue are appropriate in
Mecklenburg County, North Carolina.

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      15. Entire Agreement; Amendments. With the exception of any
Confidentiality Agreement previously entered into between US LEC and Ganatra,
this Agreement discharges and cancels all previous agreements and constitutes
the entire agreement between the parties with regard to the subject matter
hereof. No agreements, representations, or statements of any party not contained
herein shall be binding on either party. Further, no amendment or variation of
the terms or conditions of this Agreement shall be valid unless in writing and
signed by both parties.

      16. Assignability. This Agreement and the rights and duties created
hereunder shall not be assignable or delegable by Ganatra. US LEC may, at its
option and without the consent of Ganatra, assign its rights and duties
hereunder to any successor to US LEC or transferee of all or substantially all
of US LEC's assets. Any such successor or transferee shall be bound by this
Agreement in the same manner and to the same extent as US LEC as if no such
succession or transfer had taken place.

      17. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of US LEC and Ganatra and their respective successors, assigns, heirs
and legal representatives.

      18. No Waiver. No failure or delay by any party to this Agreement to
enforce any right specified in this Agreement will operate as a waiver of such
right, nor will any single or partial exercise of a right preclude any further
or later enforcement of the right within the period of the applicable statute of
limitations.

      19. Affiliates. Ganatra and US LEC acknowledge and agree that all
affiliates of US LEC are specific, intended parties to this Agreement, and that
each shall be independently entitled to enforce US LEC's rights and benefits
under this Agreement against Ganatra.

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

                                           US LEC CORP.


                                           By: /s/ Francis J. Jules
                                               ---------------------------------
                                           Its: Chief Executive Officer
                                               ---------------------------------


                                           /s/ Tansukh V. Ganatra
                                           -------------------------------------
                                           Tansukh V. Ganatra