EMPLOYMENT AGREEMENT

         AGREEMENT,  dated as of January 1, 2002 (the  "Effective  Date") by and
between  CoreComm  Holdco,  Inc.,  a  Delaware  corporation  (together  with its
successors and assigns,  "Holdco"),  CoreComm  Communications,  Inc., a Delaware
corporation (together with its successors and assigns, "Subsidiary") (Holdco and
Subsidiary  being  collectively the  "Companies"),  and Michael A. Peterson (the
"Executive");

                              W I T N E S S E T H :

         WHEREAS,  each of the  Companies  desires to employ the Executive as an
Executive Vice President,  the Chief  Financial  Officer and the Chief Operating
Officer,  to have the  Executive  serve as a member  of the Board of each of the
Companies,  and  to  enter  into  an  agreement  embodying  the  terms  of  such
employment;

         WHEREAS,  the  Executive  desires to accept  such  employment  with the
Companies,  and serve on the Board of each of the Companies subject to the terms
and provisions of this Agreement;

         WHEREAS, Subsidiary is a wholly owned subsidiary of Holdco;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained herein and for other good and valuable  consideration,  the receipt of
which is mutually acknowledged,  the Companies and the Executive  (collectively,
the "Parties") agree as follows:

         1.  Definitions.  Capitalized  terms not otherwise defined herein shall
have the meanings set forth in Exhibit A.

         2.  Term.  The  Companies   hereby  employ  the  Executive  under  this
Agreement,  and the Executive hereby accepts such employment,  for the Term. The
Term shall commence as of the Effective Date and shall end on December 31, 2004;
provided,  however, that the Term shall thereafter be automatically extended for
unlimited  additional  one-year periods unless, at least six months prior to the
then-scheduled  date of expiration of the Term, either (x) each of the Companies
gives notice to the  Executive  that it is electing not to so extend the Term or
(y) the Executive  gives notice to each of the Companies that he is electing not





<PAGE>

to so extend the Term.  Notwithstanding  the foregoing,  the Term may be earlier
terminated in strict accordance with the provisions of Section 9, in which event
his employment with both Companies shall expire.

         3. Positions, Duties and Location.

                  (a) During the Term, the Executive shall serve as an Executive
Vice President,  the Chief Financial  Officer and the Chief Operating Officer of
each of the  Companies;  shall  serve  as a member  of the  Board of each of the
Companies; shall have all authorities,  duties and responsibilities  customarily
exercised by an  individual  serving in those  positions at entities of the size
and nature of Holdco and Subsidiary,  respectively;  shall be assigned no duties
or  responsibilities  that are materially  inconsistent with, or that materially
impair his ability to  discharge,  the  foregoing  duties and  responsibilities;
shall have such  additional  duties and  responsibilities,  consistent  with the
foregoing,  as may be from time to time assigned to him by the Holdco Board, its
Chairman,  the  Subsidiary  Board or the Chief  Executive  Officer  of Holdco or
Subsidiary;  in his capacity as an Executive Vice President, the Chief Financial
Officer  and the Chief  Operating  Officer of Holdco,  shall  report  solely and
directly to the Chairman of the Holdco Board and the Chief Executive  Officer of
Holdco; and in his capacity as an Executive Vice President,  the Chief Financial
Officer and the Chief  Operating  Officer of Subsidiary  shall report solely and
directly to the Subsidiary Board and the Chief Executive Officer of Subsidiary.

                  (b) During the Term, the Executive shall devote  substantially
all of his  business  time  and  efforts  to the  business  and  affairs  of the
Companies. However, nothing in this Agreement shall preclude the Executive from:
(i) serving on the boards of a  reasonable  number of business  entities,  trade
associations   and  charitable   organizations,   (ii)  engaging  in  charitable
activities and community  affairs,  (iii)  accepting and fulfilling a reasonable
number of speaking  engagements,  and (iv) managing his personal investments and
affairs;  provided  that such  activities do not either  individually  or in the
aggregate  materially  interfere  with the proper  performance of his duties and
responsibilities  hereunder,  or in any way  create  or  present a  conflict  of
interest.

                  (c) During the Term, the  Executive's  principal  office,  and
principal  place of  employment,  shall be  within  60 miles of  Princeton,  New
Jersey.

         4. Base Salary.  Commencing  as of the  Effective  Date,  the Executive
shall receive an annualized Base Salary of $500,000,  payable in accordance with
the regular payroll  practices  applicable to senior executives of the Companies
generally,  but no less  frequently  than  monthly.  The  Base  Salary  shall be
reviewed no less  frequently  than annually  during the Term for increase in the




                                       2
<PAGE>

discretion of the Holdco Board (or its Chairman and/or compensation  committee).
The Base Salary shall not be decreased at any time,  or for any purpose,  during
the Term (including, without limitation, for the purpose of determining benefits
due under Section 9) without the prior written consent of the Executive.

         5. Annual Incentive Awards.

         The Executive shall be entitled to an annual incentive award in respect
of each calendar year during the Term.

                  (a) The Executive's  aggregate annual incentive award for 2002
shall be determined  and paid as provided in this Section  5(a),  subject to the
provisions  of  Sections  5(c),  5(d) and 5(e)  below.  The  Executive  shall be
eligible to receive three quarterly  awards based on a target amount of $150,000
each, determined as of each of the following dates:

                           (i) June 30, 2002: payment of one half of such target
amount (i.e.,  $75,000)  shall be made if the Companies  achieve at least 80% of
Budgeted EBITDA for the period from April 1, 2002 through June 30, 2002; payment
of the other half of such target  amount  (i.e.,  $75,000)  shall be made if the
Companies achieve at least 80% of Budgeted FCF for such period;

                           (ii) September 30, 2002:  payment of one half of such
target  amount shall be made if the  Companies  achieve at least 85% of Budgeted
EBITDA for the period from April 1, 2002 through September 30, 2002;  payment of
the other half of such target amount shall be made if the  Companies  achieve at
least 85% of Budgeted FCF for such period; and

                           (iii) December 31, 2002:  payment of one half of such
target  amount shall be made if the  Companies  achieve at least 90% of Budgeted
EBITDA for the period from April 1, 2002 through  December 31, 2002;  payment of
the other half of such target amount shall be made if the  Companies  achieve at
least 90% of Budgeted FCF for such period.

                  (b) For each  calendar  year during the Term after  2002,  the
Executive  shall be eligible to receive four quarterly  awards based on a target
amount of $112,500  each quarter,  determined as of each of the following  dates
during such year,  subject to the  provisions  of Sections  5(c),  5(d) and 5(e)
below:



                                       3
<PAGE>

                           (i)  March  31:  payment  of one half of such  target
amount (i.e.,  $56,250)  shall be made if the Companies  achieve at least 75% of
Budgeted  EBITDA for the period  from  January 1 through  March 31 of such year;
payment of the other half of such target amount (i.e., $56,250) shall be made if
the Companies achieve at least 75% of Budgeted FCF for such period.

                           (ii)  June 30:  payment  of one  half of such  target
amount shall be made if the  Companies  achieve at least 80% of Budgeted  EBITDA
for the period from January 1 through June 30 of such year; payment of the other
half of such target amount shall be made if the  Companies  achieve at least 80%
of Budgeted FCF for such period.

                           (iii)  September  30:  payment  of one  half  of such
target  amount shall be made if the  Companies  achieve at least 85% of Budgeted
EBITDA for the period from January 1 through September 30 of such year;  payment
of the other half of such target amount shall be made if the  Companies  achieve
at least 85% of Budgeted FCF for such period.

                           (iv) December 31:  payment of one half of such target
amount shall be made if the  Companies  achieve at least 90% of Budgeted  EBITDA
for the period from January 1 through  December 31 of such year;  payment of the
other half of such target amount shall be made if the Companies achieve at least
90% of Budgeted FCF for such period.

                  (c) (i) With respect to each of the award  amounts  determined
in accordance  with  Sections 5(a) and 5(b) above,  in the event that the actual
result  (expressed as a percentage of budget)  achieved for any relevant  period
exceeds the percentage stated below (the "Stated  Percentage") of either or both
of  Budgeted  EBITDA or  Budgeted  FCF,  the  amount to be paid with  respect to
Budgeted  EBITDA or Budgeted  FCF, as the case may be,  shall be  increased by a
percentage equal to four times the percentage by which the actual result exceeds
the Stated Percentage of the budgeted amount,  plus the Stated  Percentage.  The
Stated  Percentage  shall be as follows for each  period  referred to in Section
5(a) or Section 5(b) above that ends on a:

         March 31:         125%
         June 30:          120%
         September 30:     115%
         December 31:      110%.

In the event that an actual  result for any period falls  between the  threshold
target  amount with  respect to either  EBITDA or FCF stated in Section  5(a) or
5(b) and the Stated  Percentage,  no  increase  shall be paid  pursuant  to this




                                       4
<PAGE>

Section  5(c) but 100% of the target award with respect to EBITDA or FCF, as the
case may be, for such period  shall be paid in  accordance  with Section 5(a) or
5(b), as applicable. This Section 5(c) is inapplicable to the period ended March
31, 2002.

         (For example if actual  EBITDA for any period ended June 30 equals 130%
of Budgeted  EBITDA for such period,  then the Executive  shall receive an award
equal to 160% of the target  award  based on  Budgeted  EBITDA for such  period,
because actual results of 130% of Budgeted  EBITDA exceed the Stated  Percentage
of 120% by 10%,  which,  when  multiplied by 4, equals 40%; adding 40% plus 120%
results in  entitlement  to an award of 160% of the  target  based on EBITDA for
such period.  Therefore,  if actual EBITDA for the period ended June 30, 2002 is
130% of Budgeted EBITDA for such period and actual FCF for such period is 97% of
Budgeted FCF for such period,  the  Executive  shall  receive a total  incentive
award of $195,000  for the period,  consisting  of $120,000  (160% of the target
award of $75,000  with respect to Budgeted  EBITDA)  plus  $75,000  (100% of the
target award with respect to Budgeted FCF)).

                           (ii) In the  event  that  any  portion  of any  award
amount for which the  Executive is eligible  during a particular  calendar  year
pursuant  to Section  5(a) or  Section  5(b)  above is not  earned  because  the
required  percentage of Budgeted EBITDA (or Budgeted FCF, as the case may be) is
not  achieved  for a  particular  period  during  such  calendar  year,  but the
percentage of Budgeted EBITDA (or Budgeted FCF, as the case may be) required for
earning an award for a later-ending period during the same year is achieved, the
target  amount for which the  Executive  was  eligible  with respect to Budgeted
EBITDA (or Budgeted FCF, as the case may be) for the earlier-ending period shall
be paid at the same time as, and in addition to, the amount paid with respect to
the later-ending  period.  (For example,  if actual EBITDA for the period ending
June 30,  2002 is less than 80% of  Budgeted  EBITDA -- with the result  that no
payment is made with  respect to that  period at that time -- but actual  EBITDA
for the period ending  September 30, 2002 is equal to the target 85% of Budgeted
EBITDA, the Executive shall receive an aggregate  incentive award for the period
ending September 30, 2002 equal to the total of $75,000 with respect to the June
30, 2002 EBITDA  target,  plus $75,000 with  respect to the  September  30, 2002
EBITDA  target,  plus any amounts due as determined  with  reference to Budgeted
FCF.) No results from any period in a subsequent or prior calendar year shall be
considered in  determining  an award amount for a particular  calendar  year, or
portion thereof, pursuant to this Section 5.

                  (d) The amount of each  incentive  award  referred  to in this
Section 5 is to be (i) determined and paid as promptly as reasonably practicable
following  the close of the period to which such award  relates and (ii) paid no
later than the earlier of (x) the date that other senior executives of either of




                                       5
<PAGE>

the Companies are paid  corresponding  awards and (y) 30 days after the close of
the period to which it relates.

                  (e) Actual  EBITDA and FCF achieved  for any  relevant  period
shall be  determined  in  accordance  with  the  Companies'  regular  accounting
principles and practices, consistently applied.

         6. Initial Stock Option Award.

                  (a) As of January 11, 2002,  the Executive  shall be granted a
ten-year Stock Option (the "Initial Stock Option") to acquire  495,000 shares of
Common Stock of Holdco pursuant to a Stock Option Agreement in substantially the
form  attached  hereto as Exhibit B. Such Stock  Option  shall have an  exercise
price,  as of January  11,  2002,  equal to $3.00 per share of  Holdco's  Common
Stock.

                  (b)   In   the   event   that   any   merger,   consolidation,
reorganization,  recapitalization,  spin-off, split-up, combination, exchange of
securities, modification of securities,  liquidation,  dissolution, share split,
share dividend, other distribution of securities or other property in respect of
shares  or  other  securities,   or  other  change  in  corporate  structure  or
capitalization  affecting the rights or value of securities of any class that is
to be subject to the Initial  Stock Option  occurs (x) on or after the Effective
Date and (y) on or before the date that the  Initial  Stock  Option is  actually
granted,  then  appropriate  adjustment(s)  shall promptly be made in the number
and/or kind of  securities  to be subject to such Option  and/or in the exercise
price  and/or  in other  terms and  conditions  of such  Option,  so as to avoid
dilution or enlargement of the rights,  economic  opportunity and value intended
to be represented by such Option.

         7. Other  Incentives.  During the Term, the Executive shall be eligible
for additional long-term incentives (including,  without limitation,  additional
Stock Option  grants),  and for special  awards,  in the sole  discretion of the
Companies' Boards or their Compensation Committees, in each case at a level, and
on terms  and  conditions,  that are (x)  commensurate  with his  positions  and
responsibilities   at  the  Companies  and  (y)  appropriate  in  light  of  his
performance and of corresponding  awards (if any) to other senior  executives of
either of the Companies.

         8. Other Benefits.

                  (a) Employee Benefits. During the Term, the Executive shall be
entitled to participate in all employee benefit plans, programs and arrangements
made available  generally to other senior executives of either of the Companies,
including,  without  limitation,  pension,   profit-sharing,   income  deferral,




                                       6
<PAGE>

savings,  401(k),  and other  retirement  plans or  programs,  medical,  dental,
vision, prescription drug, hospitalization,  short-term and long-term disability
and life  insurance  plans and  programs,  accidental  death  and  dismemberment
protection,  travel  accident  insurance,  and any other employee  benefit plan,
program or arrangement that may from time to time be made available generally to
other  senior  executives  of  either of the  Companies,  including  any  plans,
programs  or  arrangements  that  supplement  the  above-listed  types of plans,
programs or  arrangements,  whether funded or unfunded.  The Executive  shall be
entitled to participate in all such plans, programs and arrangements at a level,
and on terms and conditions,  that are (x)  commensurate  with his positions and
responsibilities  at the  Companies,  (y) no less favorable to him than to other
senior executives of either of the Companies generally and (z) no less favorable
to him than those provided to him by the Companies  prior to the Effective Date.
The Executive shall be entitled to post-retirement welfare and other benefits on
no less  favorable  a  basis  than  that  applying  generally  to  other  senior
executives of either of the Companies.  Nothing in this Section 8(a), other than
clause (z) of the immediately preceding sentence,  shall be construed to require
the  Companies to establish or maintain any  particular  employee  benefit plan,
program  or  arrangement  except  as  expressly  set  forth  elsewhere  in  this
Agreement.

                  (b) Fringe  Benefits,  Perquisites  and Vacations.  During the
Term, the Executive  shall be entitled (i) to participate in all fringe benefits
and perquisites made available  generally to senior  executives of either of the
Companies, such participation to be at levels, and on terms and conditions, that
are (x) commensurate with his positions and  responsibilities  at the Companies,
(y) no less  favorable  to him than those  applying  generally  to other  senior
executives  of either of the  Companies  and (z) no less  favorable  to him than
those  provided to him by the  Companies  prior to the Effective  Date;  (ii) to
receive such additional fringe benefits and perquisites as the Companies may, in
their  discretion,  from time to time provide;  and (iii) to no less than twenty
(20) days' paid vacation per calendar year (which,  if not used,  may be carried
over from year to year, up to a maximum of forty (40) accrued vacation days).

                  (c)   Reimbursement  of  Business  and  Other  Expenses.   The
Executive shall be promptly  reimbursed for all expenses  reasonably incurred by
him  in  connection   with  his  service  under  this   Agreement,   subject  to
documentation in accordance with reasonable policies previously  communicated to
him in writing.  The Executive shall also be promptly reimbursed for any and all
expenses  (including,  without limitation,  attorneys' fees and other charges of
counsel)  reasonably  incurred  by  him  in  connection  with  the  negotiation,
documentation and implementation of these employment arrangements.

                  (d) Supplemental Insurance Benefits.



                                       7
<PAGE>

                           (i) Beginning on or promptly  following the Effective
Date and continuing  throughout the Term,  the Executive  shall be provided,  in
addition to any life  insurance  coverage to which he is entitled  under Section
8(a) or otherwise,  and at no cost to the  Executive,  with term life  insurance
coverage  providing a $3,000,000 death benefit payable to the Executive's estate
or his designee.

                           (ii) Beginning on or promptly following the Effective
Date and  continuing  throughout  the  Term,  the  Executive  shall be  provided
long-term disability insurance coverage, at no cost to the Executive,  providing
for an aggregate annual long-term disability benefit of $300,000 through age 65.

                           (iii)  Notwithstanding  the  foregoing,  in the event
that the cost of the  coverages  described  in  Sections  8(d)(i)  and  8(d)(ii)
exceeds an aggregate of $25,000 for any calendar  year,  the Executive  shall be
provided  with such  coverages as can be purchased  for such year for a total of
$25,000.  The Executive  shall be responsible for any tax liability he incurs in
connection with the purchase of coverages pursuant to this Section 8(d).

         9. Termination of Employment.

                  (a)   Termination   Due  to  Death.  In  the  event  that  the
Executive's  employment hereunder is terminated due to his death, the Term shall
expire  and his  estate  or his  beneficiaries  (as the  case  may be)  shall be
entitled to the following:

                           (i) a Pro-Rata Annual Incentive Award;

                           (ii) full vesting and exercisability,  as of the date
of death, for any outstanding  Stock Option to the extent that such Stock Option
either is vested as of the date of death or is scheduled to become  vested on or
before  the first  anniversary  of such date,  each such Stock  Option to remain
exercisable  for at least the lesser of one year following the date of death and
the remainder of its maximum stated term; and

                           (iii) the  benefits  described  in Sections  9(i) and
9(j).

                  (b)  Termination  Due to  Disability.  In the  event  that the
Executive's employment hereunder is terminated due to Disability, the Term shall
expire and he shall be entitled to the following:

                           (i) a Pro-Rata Annual Incentive Award;




                                       8
<PAGE>

                           (ii)  full  vesting  and  exercisability,  as of  the
Termination Date, for any outstanding Stock Option to the extent that such Stock
Option  either is vested as of the  Termination  Date or is  scheduled to become
vested on or before the first  anniversary of such date,  each such Stock Option
to  remain  exercisable  for at  least  the  lesser  of one year  following  the
Termination Date and the remainder of its maximum stated term;

                           (iii) to receive,  through the  earliest of the month
in which he dies,  the month in which he  attains  age 65,  and the first  month
following the Termination Date in which he is able to work in a senior executive
capacity, with or without reasonable accommodation,  and no less frequently than
monthly,  periodic  disability  payments at an annual  rate  equal,  through the
six-month  anniversary of the Termination Date, to his annualized Base Salary as
of the Termination  Date and thereafter at an annualized rate equal to $300,000,
in each case offset by the amount of any periodic  disability  benefits provided
(other than benefits  attributable to his own unreimbursed  contributions) under
any  disability  insurance  plan or program of either of the  Companies or their
Affiliates; and

                           (iv) the  benefits  described  in  Sections  9(i) and
9(j).

No termination of the Executive's  employment  hereunder for Disability shall be
effective  unless (x) the Executive  first gives 15 days' written notice of such
termination to each of the Companies or (y) each of the Companies first gives 15
days' written notice of such termination to the Executive.

                  (c) Termination for Cause.

                           (i)  No  termination  of the  Executive's  employment
hereunder  for Cause shall be  effective as a  termination  for Cause unless the
provisions  of this Section  9(c)(i) shall first have been  complied  with.  The
Executive  shall be given written notice by the Holdco Board of its intention to
terminate him for Cause, such notice (the "Cause Notice") (x) to state in detail
the particular  circumstances  that constitute the grounds on which the proposed
termination  for Cause is based and (y) to be given no later  than 90 days after
such Board first learns of such circumstances.  The Executive shall have 10 days
after  receiving  such  Cause  Notice  in  which  to cure  such  grounds  to the
reasonable  satisfaction of such Board. If he fails to timely cure such grounds,
the  Executive  shall then be  entitled to a hearing  before  such  Board.  Such
hearing  shall  be held  within  15 days of his  receiving  such  Cause  Notice,
provided  that he requests such hearing  within 10 days of receiving  such Cause
Notice.  If, within ten days following such hearing (if timely  requested),  and
otherwise within 20 days after such Cause Notice is given to the Executive, such
Board gives written notice to the Executive  confirming that, in the judgment of
at least a majority  of the  members of such Board,  Cause for  terminating  his




                                       9
<PAGE>

employment  on the basis set forth in the  original  Cause  Notice  exists,  his
employment hereunder shall thereupon be terminated for Cause, subject to de novo
review,  at the  Executive's  election,  through  arbitration in accordance with
Section 15.

                           (ii) In the  event  that the  Executive's  employment
hereunder is terminated for Cause in accordance with Section  9(c)(i),  the Term
shall  expire and he shall be entitled  to (x) the right to  exercise  any Stock
Option,  to the extent  that such Stock  Option is vested as of the  Termination
Date, for at least the lesser of 30 days following the Termination  Date and the
remainder of its maximum  stated term and (y) the benefits  described in Section
9(j).

                  (d)   Termination   Without  Cause.  In  the  event  that  the
Executive's  employment hereunder is terminated by either of the Companies other
than (x) for  Disability  in  accordance  with  Section  9(b);  (y) for Cause in
accordance  with Section  9(c)(i);  or (z) by expiration of the Term pursuant to
notice of  non-extension in accordance with Section 2, the Term shall expire and
he shall be entitled to:

                           (i)  an  amount,  payable  in  a  lump  sum  promptly
following the  Termination  Date,  equal to (x) the sum of his  annualized  Base
Salary at the rate in effect as of the  Termination  Date plus his  then-current
aggregate  target annual  incentive  award for the calendar year of  termination
times (y) the number of whole and partial months remaining in the then-scheduled
Term (but not more than 24 or less than 12) divided by (z) 12;

                           (ii) a Pro-Rata Annual Incentive Award;

                           (iii)  full  vesting  and  exercisability,  as of the
Termination Date, for any outstanding Stock Option to the extent that such Stock
Option  either is vested as of the  Termination  Date or is  scheduled to become
vested on or before the second  anniversary of such date, each such Stock Option
to remain  exercisable  for at least  the  lesser  of two  years  following  the
Termination Date and the remainder of its maximum stated term; and

                           (iv) the  benefits  described  in  Sections  9(i) and
9(j).

                  (e) Constructive  Termination Without Cause. In the event that
a Constructive  Termination  Without Cause occurs, the Term shall expire and the
Executive shall have the same entitlements as provided under Section 9(d) in the
case of a termination without Cause.




                                       10
<PAGE>

                  (f)  Voluntary  Termination.  In the event that the  Executive
terminates his employment  hereunder prior to the  then-scheduled  expiration of
the Term on his own  initiative,  other than by death,  for  Disability  or in a
Constructive  Termination Without Cause, the Term shall expire and he shall have
the  same  entitlements  as  provided  in  Section  9(c)(ii)  in the  case  of a
termination for Cause. A voluntary termination under this Section 9(f) shall not
be deemed a breach of this Agreement.

                  (g)  Change  in  Control.  In the event  that the  Executive's
employment  hereunder (x) is terminated in  anticipation  of, or within one year
following,  a Change in Control and (y) such  termination is governed by Section
9(d) or 9(e) (relating to terminations without Cause), then the Executive shall,
in addition, be entitled to:

                           (i) in lieu of the  amount  provided  for in  Section
9(d)(i),  an amount,  payable in a lump sum promptly  following the  Termination
Date,  equal to (x) the sum of his annualized  Base Salary at the rate in effect
as of the  Termination  Date  plus  his  then-current  aggregate  target  annual
incentive  award for the calendar  year of  termination  times (y) the number of
whole and partial months remaining in the then-scheduled Term (but not less than
24) divided by (z) 12; and

                           (ii) in lieu of the benefits  provided for in Section
9(d)(iii), full vesting and full exercisability, as of the Termination Date, for
any outstanding Stock Option,  each such Stock Option to remain  exercisable for
the remainder of its maximum stated term.

                  (h) Expiration of the Term. In the event that the  Executive's
employment  hereunder terminates by expiration of the Term pursuant to notice of
non-extension in accordance with Section 2, the Executive shall be entitled:

                           (i) to have any Stock  Option  that is,  or  becomes,
vested as of the Termination  Date be exercisable for at least the lesser of one
year following such date and the remainder of its maximum stated term;

                           (ii)  if the  Term  expires  pursuant  to  notice  of
non-extension from the Companies, to full vesting and exercisability,  as of the
Termination Date, for any outstanding Stock Option to the extent that such Stock
Option is then scheduled to become vested on or before the first  anniversary of
such date; and

                           (iii) the benefits described in Section 9(j).



                                       11
<PAGE>

                  (i)  Welfare  Benefit  Continuation.  In the  event  that  the
Executive's  employment hereunder terminates other than in a termination that is
governed by Section 9(c), 9(f) or 9(h) (relating,  respectively,  to termination
for  Cause,  voluntary  termination,   and  termination  by  expiration  of  the
then-scheduled  Term),  the  Executive and his  dependents  shall be entitled to
continued participation,  through the first anniversary of the Termination Date,
in all medical,  dental,  vision,  prescription drug,  hospitalization  and life
insurance  coverages  and benefits in which they were  participating  as of such
date,  on terms and  conditions  that are no less  favorable  to them than those
applied  as of  such  date,  and  with  COBRA  benefits  commencing  thereafter.
Entitlements  under the preceding sentence of this Section 9(i) shall be reduced
to  the  extent  that  equivalent   coverages  and  benefits  (determined  on  a
coverage-by-coverage and benefit-by-benefit basis) are provided under the plans,
programs or arrangements of a subsequent employer.

                  (j) Miscellaneous.

                           (i) On any termination of the Executive's  employment
hereunder, he shall be entitled to:

                                    (A)  Base  Salary  through  the  Termination
Date;

                                    (B) the balance of any annual, long-term, or
other  incentive award earned in respect to any period ending on or prior to the
Termination  Date, or payable (but not yet paid) on or prior to the  Termination
Date;

                                    (C) a lump-sum payment in respect of accrued
but unused vacation days at his Base Salary rate in effect as of the Termination
Date;

                                    (D)   other  or   additional   benefits   in
accordance with the terms of the applicable plans,  programs and arrangements of
the Companies and their Affiliates (including,  without limitation,  Sections 6,
7, 8, 10 and 11 and any Stock Option agreement); and

                                    (E)  payment,  promptly  when  due,  of  all
amounts due in connection with the termination, such payments to be made by wire
transfer of same-day funds to the extent reasonably requested by the Executive.




                                       12
<PAGE>

                           (ii) For the avoidance of doubt,  the Parties confirm
that  on any  termination  of the  Executive's  employment  hereunder,  (x)  his
employment  with both Companies  shall terminate and (y) he shall be entitled to
only one  satisfaction of each of his entitlements  from the Companies,  and not
duplicative satisfactions from each Company.

                  (k) No Mitigation;  No Offset. In the event of any termination
of the  Executive's  employment  hereunder,  the  Executive  shall  be  under no
obligation to seek other  employment or otherwise  mitigate the  obligations  of
either of the  Companies  under  this  Agreement,  and there  shall be no offset
against  amounts or benefits due the Executive under this Agreement or otherwise
(except  as  expressly  set forth in Section  9(i)  above) on account of (x) any
Claim  that  either  of the  Companies  may  have  against  him  except  for any
outstanding  loans to the  extent  then due and  payable by him to either of the
Companies or (y) any  remuneration  or other  benefit  earned or received by the
Executive  after such  termination.  Any  amounts  due under this  Section 9 are
considered  to be  reasonable  by the  Companies  and are not in the nature of a
penalty.

         10. Change in Control.

                  (a) In the event  that a Change in  Control  occurs  while the
Executive is employed hereunder, any outstanding Stock Option shall become fully
vested and  exercisable as of the date of the Change in Control and shall remain
exercisable for the balance of its maximum stated term. In addition, the Parties
confirm,  for the avoidance of doubt,  that the Executive shall also be entitled
to other or additional  benefits (if any) in accordance with  applicable  plans,
programs and arrangements to the extent of his entitlements thereunder.

                  (b) If (i) the  aggregate  of all amounts and  benefits due to
the Executive,  under this Agreement or under any other plan, program, agreement
or  arrangement  of either  Company  or of any of their  Affiliates,  would,  if
received by the  Executive  in full and valued  under  Section 280G of the Code,
constitute  "parachute  payments"  as such term is defined in and under  Section
280G of the Code  (collectively,  "280G  Benefits"),  and if (ii) such aggregate
would,  if reduced by all  federal,  state and local taxes  applicable  thereto,
including  the excise tax imposed  pursuant to Section 4999 of the Code, be less
than the amount the Executive  would receive,  after all taxes, if the Executive
received  aggregate  280G  Benefits  equal (as valued under  Section 280G of the
Code) to only three times the Executive's "base amount", as defined in and under
Section 280G of the Code, less $1.00,  then (iii) such cash 280G Benefits as the
Executive shall select shall (to the extent that the reduction of such cash 280G




                                       13
<PAGE>

Benefits can achieve the intended result) be reduced or eliminated to the extent
necessary  so  that  the  280G  Benefits  received  by the  Executive  will  not
constitute  parachute payments.  The determinations with respect to this Section
10(b)  shall  be made by an  independent  auditor  (the  "Auditor")  paid by the
Companies.  The Auditor  shall be the  Companies'  regular  independent  auditor
unless the Executive  reasonably objects to the use of that firm, in which event
the Auditor will be a nationally recognized United States public accounting firm
chosen by the Parties.


                  (c)  It  is  possible  that  after  the   determinations   and
selections  made  pursuant to Section  10(b) the  Executive  will  receive  280G
Benefits  that  are,  in the  aggregate,  either  more or less  than the  amount
provided under Section 10(b)  (hereafter  referred to as an "Excess  Payment" or
"Underpayment",  respectively).  If  it  is  established,  pursuant  to a  final
determination of a court or an Internal Revenue Service proceeding that has been
finally and  conclusively  resolved,  that an Excess Payment has been made, such
Excess  Payment  shall be deemed for all purposes to be a loan to the  Executive
made on the date the  Executive  received the Excess  Payment and the  Executive
shall promptly repay the Excess Payment to the Companies, together with interest
on the Excess  Payment at the  applicable  federal rate (as defined in and under
Section  1274(d) of the Code) from the date of the  Executive's  receipt of such
Excess  Payment  until  the  date of such  repayment.  In the  event  that it is
determined (x) by  arbitration  pursuant to Section 15, (y) by a court or (z) by
the  Auditor  upon  request  by any of the  Parties,  that an  Underpayment  has
occurred,  the Companies shall promptly pay an amount equal to the  Underpayment
to the  Executive,  together  with  interest  on such  amount at the  applicable
federal rate from the date such amount would have been paid to the Executive had
the provisions of Section 10(b) not been applied until the date of payment.


         11. Indemnification.

                  (a) If the Executive is made a party, is threatened to be made
a party,  or reasonably  anticipates  being made a party,  to any  Proceeding by
reason  of the fact that he is or was a  director,  officer,  member,  employee,
agent, manager, trustee, consultant or representative of either of the Companies
or any of their  Affiliates or is or was serving at the request of either of the
Companies  or any  of  their  Affiliates,  or in  connection  with  his  service
hereunder, as a director,  officer, member, employee,  agent, manager,  trustee,
consultant  or  representative  of another  Person,  or if any Claim is made, is
threatened to be made, or is reasonably  anticipated to be made, that arises out
of or relates to the  Executive's  service in any of the  foregoing  capacities,
then the  Executive  shall  promptly  be  indemnified  and held  harmless to the
fullest extent  permitted or authorized by the Certificate of  Incorporation  or
Bylaws of either of the Companies, or if greater, by applicable law, against any
and all costs, expenses,  liabilities and losses (including, without limitation,
attorneys'  and  other  professional  fees  and  charges,  judgments,  interest,




                                       14
<PAGE>

expenses of investigation, penalties, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement)  incurred or suffered by the Executive
in  connection  therewith  or in  connection  with seeking to enforce his rights
under this Section  11(a),  and such  indemnification  shall  continue as to the
Executive  even if he has ceased to be a director,  officer,  member,  employee,
agent, manager, trustee, consultant or representative of either Company or other
Person  and  shall   inure  to  the   benefit  of  his  heirs,   executors   and
administrators. The Executive shall be entitled to prompt advancement of any and
all costs and expenses  (including,  without  limitation,  attorneys'  and other
professional fees and charges) incurred by him personally in connection with any
such  Proceeding or Claim,  or in connection  with seeking to enforce his rights
under this Section 11(a),  any such  advancement to be made within 15 days after
the Executive  gives  written  notice,  supported by  reasonable  documentation,
requesting  such  advancement.  Such notice shall include an  undertaking by the
Executive to repay the amount advanced if he is ultimately  determined not to be
entitled to  indemnification  against such costs and  expenses.  Nothing in this
Agreement  shall  operate to limit or extinguish  any right to  indemnification,
advancement of expenses, or contribution that the Executive would otherwise have
(including, without limitation, by agreement or under applicable law).

                  (b) Neither the failure of either of the Companies  (including
its  Board,   independent   legal  counsel  or  stockholders)  to  have  made  a
determination prior to the commencement of any Proceeding  concerning payment of
amounts claimed by the Executive under Section 11(a) that indemnification of the
Executive is proper because he has met the applicable standard of conduct, nor a
determination by either of the Companies (including its Board, independent legal
counsel or stockholders) that the Executive has not met such applicable standard
of  conduct,  shall  create a  presumption  that the  Executive  has not met the
applicable standard of conduct.

                  (c) A directors' and officers'  liability insurance policy (or
policies) shall be kept in place, during the Term and thereafter until the later
of (x) the sixth  anniversary of the Termination  Date and (y) the date on which
all claims against the Executive that would  otherwise be covered by such policy
(or policies) become fully time-barred, providing coverage to the Executive that
is no less favorable to him in any respect (including,  without limitation, with
respect to scope,  exclusions,  amounts, and deductibles) than the coverage then
being  provided to any other present or former  senior  executive or director of
either of the Companies.

                  (d)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  the  Companies  shall  have no  obligation  to  indemnify  the




                                       15
<PAGE>

Executive  for expenses or the payment of profits  arising from the purchase and
sale by the  Executive of  securities  in violation of Section 16(b) of the 1934
Act, or any similar successor statute.

         12. Restrictive Covenants.

                  (a) During the Term and at all times thereafter, the Executive
shall not, without the prior written consent of the relevant  Company,  divulge,
disclose or make  accessible  to any other Person any  Confidential  Information
except (v) to the  Companies  and their  Affiliates,  or to any  authorized  (or
apparently authorized) agent or representative of any of them, (w) in connection
with performing his duties hereunder,  (x) when required to do so by law or by a
court,  governmental agency,  legislative body,  arbitrator or other Person with
apparent jurisdiction to order him to divulge,  disclose or make accessible such
information,  (y) in the course of any  Proceeding  under Section 12(c) or 15 or
(z) in confidence to an attorney or other  professional  advisor for the purpose
of securing  professional advice. In the event that the Executive is required to
disclose  any  Confidential  Information  pursuant  to clause  (x) or (y) of the
immediately  preceding sentence, he shall (A) promptly give the relevant Company
notice  that  such  disclosure  is or may be made  and (B)  cooperate  with  the
Companies,  at their reasonable request and sole expense,  in seeking to protect
the confidentiality of the Confidential Information.

                  (b) The  Executive  shall  not,  for his  own  benefit  or the
benefit of any other Person,  without the prior written consent of the Companies
and other than in connection with his services hereunder during the Term:

                           (i)  during  the Term and for a period  of 12  months
thereafter  (provided  that such period  shall be  shortened  to 6 months in the
event that the Term ends in a termination of the Executive's  employment that is
governed by Section 9(d),  9(e) or 9(g) (relating to without Cause and full Term
terminations)),  perform  material  services  for, or  otherwise  have  material
involvement with (whether as an officer, director, partner, consultant, security
holder, owner, employee,  independent contractor or otherwise),  any Person that
competes  materially  (whether directly or indirectly) with the Companies in the
Business in the United States;  provided that the Executive may in any event (x)
own up to a 5% passive  ownership  interest in any public or private  entity and
(y) be employed by, or otherwise  have material  association  with, any business
that competes materially with the Companies in the Business if his employment or
association is with a separately  managed and operated  division or Affiliate of
such  business  that does not compete with the  Companies in the Business and he
has no business  communication  relating to the Business  with  employees of any
division or Affiliate of such  business  that does compete with the Companies in




                                       16
<PAGE>

the Business and (z) serve on the Board of any business as an immaterial part of
its overall business  provided that he recuses himself fully and completely from
all matters relating to the Business.

                           (ii)  during  the Term and for a period  of 12 months
thereafter,  personally solicit, aid in the solicitation of, induce or otherwise
encourage (whether directly or indirectly) any individual who is, at the time of
such encouragement,  employed as an executive,  highly-compensated  employee, or
managerial/supervisory  employee  of  either  of the  Companies,  to cease  such
employment; or

                           (iii)  during  the Term and for a period of 12 months
thereafter, personally solicit, aid in the solicitation of, induce, or otherwise
encourage (whether directly or indirectly) any Person that was a customer of the
Companies at any time during the Term for the purpose of (a) selling services or
products to such Person in competition with the Companies in the Business or (b)
inducing such Person to cancel,  transfer or cease doing Business in whole or in
part with the Companies;

provided, that the restrictions set forth in clauses (i), (ii) and (iii) of this
Section  12(b)  shall  immediately  expire  in  the  event  that  either  of the
Companies,  or any of their Affiliates,  shall have materially  breached,  on or
after the Termination  Date, any of their material  obligations to the Executive
under this Agreement or otherwise, which breach shall have continued uncured for
15 days after the Executive has given written notice requesting cure.

                  (c) The Executive  acknowledges and agrees that the Companies'
Business and the  services  they  provide are highly  competitive,  and that the
restrictions  contained  in this  Section 12 are  reasonable  and  necessary  to
protect the Companies'  legitimate  business  interests.  The Executive  further
acknowledges that any actual or prospective  breach may irreparably cause damage
to the Companies for which money damages may not be adequate.  Therefore, in the
event  of  any  actual  or  threatened  breach  by the  Executive  of any of the
provisions of Section 12(a) or 12(b) above, the Companies shall each be entitled
to seek,  through  arbitration  in accordance  with Section 15 or from any court
with jurisdiction over the matter and the Executive, temporary,  preliminary and
permanent  equitable/injunctive  relief restraining the Executive from violating
such  provision  and to seek, in addition,  but solely  through  arbitration  in
accordance  with  Section 15,  money  damages,  together  with any and all other
remedies available under applicable law.




                                       17
<PAGE>

                  (d) The  purpose of Section  12,  among  other  things,  is to
protect the Companies from unfair or inappropriate competition, to protect their
confidential  information  and trade secrets,  and to prevent  competitors  from
raiding the  Companies'  management  employees.  If the scope or  enforcement of
Section 12 is ever  disputed,  a court,  arbitrator  or other  trier of fact may
modify  and  enforce  its  provisions  to the extent it  believes  is lawful and
appropriate.  If any provision of Section 12 is construed to be invalid, illegal
or unenforceable,  then the remaining  provisions  therein shall not be affected
thereby and shall be enforceable without regard thereto.

         13. Assignability; Binding Nature.

                  (a) This  Agreement  shall be  binding  upon and  inure to the
benefit of the Parties and their  respective  successors,  heirs (in the case of
the Executive) and assigns.

                  (b) No rights or obligations of either of the Companies  under
this  Agreement  may  be  assigned  or  transferred  by  such  Company  (each  a
"Transferor")  except  that such  rights  and  obligations  may be  assigned  or
transferred  pursuant to a merger,  consolidation or other  combination in which
the Transferor is not the continuing  entity, or a sale or liquidation of all or
substantially  all of the business and assets of the  Transferor,  provided that
the assignee or transferee is the successor to all or  substantially  all of the
business and assets of the Transferor and such assignee or transferee  expressly
assumes the  liabilities,  obligations and duties of the Transferor as set forth
in this Agreement. In the event of any merger, consolidation, other combination,
sale of business  and assets,  or  liquidation  as  described  in the  preceding
sentence,  the Transferor  shall use its best  reasonable  efforts to cause such
assignee  or  transferee  to  promptly  and  expressly  assume the  liabilities,
obligations and duties of the Transferor hereunder.

                  (c) No rights  or  obligations  of the  Executive  under  this
Agreement may be assigned or transferred by the Executive  other than his rights
to  compensation  and  benefits,  which  may be  transferred  only by will or by
operation of law, except to the extent otherwise provided in Section 17(e).

         14. Representations.

                  (a) Each of the Companies  represents and warrants that (i) it
is fully  authorized  by action of its  Board  (and of any other  Person or body
whose  action is  required)  to enter into this  Agreement  and to  perform  its
obligations  under it, (ii) the  execution,  delivery  and  performance  of this
Agreement by it does not violate any applicable law, regulation, order, judgment
or decree or any agreement,  arrangement,  plan or corporate governance document
(x) to  which it is a party or (y) by  which  it is  bound  and  (iii)  upon the




                                       18
<PAGE>

execution and delivery of this Agreement by the Parties, this Agreement shall be
its valid and binding obligation,  enforceable against it in accordance with its
terms,  except to the extent that  enforceability  may be limited by  applicable
bankruptcy,  insolvency or similar laws affecting the  enforcement of creditors'
rights generally.

                  (b) The Executive represents and warrants that (i) to the best
of his knowledge and belief,  delivery and  performance of this Agreement by him
does  not  violate  any law or  regulation  applicable  to the  Executive,  (ii)
delivery  and  performance  of  this  Agreement  by him  does  not  violate  any
applicable order,  judgment or decree or any agreement to which the Executive is
a party or by which he is bound and (iii) upon the  execution  and  delivery  of
this  Agreement  by the  Parties,  this  Agreement  shall be a valid and binding
obligation of the  Executive,  enforceable  against him in  accordance  with its
terms,  except to the extent that  enforceability  may be limited by  applicable
bankruptcy,  insolvency or similar laws affecting the  enforcement of creditors'
rights generally.

         15.  Resolution  of Disputes.  Any Claim  arising out of or relating to
this  Agreement,  any other  agreement  between the  Executive and either of the
Companies or their  Affiliates,  the  Executive's  employment with either of the
Companies,  or any termination  thereof  (collectively,  "Covered Claims") shall
(except to the  extent  otherwise  provided  in  Section  12(c) with  respect to
certain  requests  for  injunctive  relief) be resolved by binding  confidential
arbitration,  to be held in the  Borough  of  Manhattan  in New  York  City,  in
accordance with the Commercial Arbitration Rules (and not the National Rules for
Resolution of Employment Disputes) of the American  Arbitration  Association and
this Section 15.  Judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction thereof.  Pending the resolution of any
Covered Claim, the Executive (and his  beneficiaries)  shall continue to receive
all payments and benefits due under this  Agreement or otherwise,  except to the
extent that the arbitrators otherwise provide.

         16.  Notices.   Any  notice,   consent,   demand,   request,  or  other
communication  given to a Person in connection  with this Agreement  shall be in
writing and shall be deemed to have been given to such Person (x) when delivered
personally  to such Person or (y),  provided  that a written  acknowledgment  of
receipt  is  obtained,  five days  after  being  sent by  prepaid  certified  or
registered  mail,  or two  days  after  being  sent by a  nationally  recognized
overnight  courier,  to the address (if any) specified below for such Person (or
to such other  address as such Person shall have  specified by ten days' advance
notice  given in  accordance  with this  Section  16) or (z), in the case of the




                                       19
<PAGE>

Companies  only, on the first  business day after it is sent by facsimile to the
facsimile  number set forth  below (or to such other  facsimile  number as shall
have specified by ten days' advance notice given in accordance with this Section
16),  with a  confirmatory  copy  sent by  certified  or  registered  mail or by
overnight courier in accordance with this Section 16.

         If to Holdco:              CoreComm Holdco, Inc.
                                    110 East 59th Street
                                    New York, NY  10022
                                    Attn: Sandy Barnet, Assistant Secretary
                                    Fax #: 212-906-8484

         If to Subsidiary:          CoreComm Communications, Inc.
                                    110 East 59th Street
                                    New York, NY  10022
                                    Attn: Sandy Barnet, Assistant Secretary
                                    Fax #: 212-906-8484

         If to  the   Executive:    The address of his principal residence as it
                                    appears in the  Companies'  records,  with a
                                    copy to him  (during the Term) at his office
                                    in Princeton, New Jersey, and a copy to:

                                    Law Offices of Joseph E. Bachelder
                                    780 Third Avenue, 29th Floor
                                    New York, NY  10017
                                    Attn: Robert M. Sedgwick, Esq.
                                    Fax: 212-319-3070

         If to a beneficiary        The address most recently specified by the
         of the Executive:          Executive or beneficiary.




                                       20
<PAGE>

         17. Miscellaneous.

                  (a)  Entire  Agreement.  This  Agreement  contains  the entire
understanding  and agreement among the Parties  concerning the specific  subject
matter  hereof and  supersedes in its entirety,  as of the Effective  Date,  any
prior  employment  agreement  between the Executive and either of the Companies,
provided,  however,  that  nothing  herein  shall  limit or reduce  any right or
benefit that shall have accrued to the Executive as of the Effective  Date under
any prior employment agreement.

                  (b) Amendment or Waiver. No provision in this Agreement may be
amended unless such amendment is set forth in a writing that expressly refers to
the provision of this  Agreement that is being amended and that is signed by the
Executive and by an authorized (or apparently authorized) officer of each of the
Companies.  No waiver by any Person of any breach of any  condition or provision
contained  in this  Agreement  shall  be  deemed  a  waiver  of any  similar  or
dissimilar  condition or provision at the same or any prior or subsequent  time.
To be effective, any waiver must be set forth in a writing signed by the waiving
Person and must  specifically  refer to the condition(s) or provision(s) of this
Agreement being waived.

                  (c) Inconsistencies. In the event of any inconsistency between
any  provision of this  Agreement  and any  provision of any employee  handbook,
personnel manual, program,  policy, or arrangement of either of the Companies or
their  Affiliates,  or  any  provision  of any  agreement,  plan,  or  corporate
governance  document of any of them,  the  provisions  of this  Agreement  shall
control unless the Executive otherwise agrees in a writing that expressly refers
to the provision of this Agreement whose control he is waiving.

                  (d)  Headings.  The headings of the Sections and  sub-sections
contained in this Agreement are for convenience  only and shall not be deemed to
control  or  affect  the  meaning  or  construction  of any  provision  of  this
Agreement.

                  (e) Beneficiaries/References. The Executive shall be entitled,
to the extent permitted under applicable law, to select and change a beneficiary
or beneficiaries to receive any compensation or benefit hereunder  following the
Executive's  death  by  giving  written  notice  thereof.  In the  event  of the
Executive's death or a judicial determination of his incompetence, references in
this Agreement to the Executive shall be deemed, where appropriate,  to refer to
his beneficiary, estate or other legal representative.




                                       21
<PAGE>

                  (f)  Survivorship.  Except  as  otherwise  set  forth  in this
Agreement,  the respective rights and obligations of the Parties hereunder shall
survive any termination of the Executive's employment.

                  (g) Severability.  To the extent that any provision or portion
of this  Agreement  shall be determined to be invalid or  unenforceable  for any
reason,  in whole or in part, the remaining  provisions of this Agreement  shall
remain in full force and effect so as to achieve the  intentions of the Parties,
as set forth in this Agreement, to the maximum extent possible.

                  (h) Withholding Taxes. Each of the Companies may withhold from
any amount or benefit  payable under this Agreement taxes that it is required to
withhold pursuant to any applicable law or regulation.

                  (i) Joint and  Several  Obligations.  All  obligations  of the
Companies under this Agreement shall be joint and several. Each of the Companies
unconditionally guarantees prompt performance by the other Company of all of its
obligations to the Executive, whether under this Agreement or otherwise.

                  (j)  Governing   Law.  This   Agreement   shall  be  governed,
construed,  performed and enforced in  accordance  with its express  terms,  and
otherwise  in  accordance  with  the  laws of the  State  of New  York,  without
reference to principles of conflict of laws.

                  (k)  Counterparts.  This  Agreement  may be executed in two or
more  counterparts,  each of which shall be deemed an original  and all of which
together shall be deemed to be one and the same instrument. Signatures delivered
by facsimile shall be effective for all purposes.




                                       22
<PAGE>

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first set forth above.

                                   CoreComm Holdco, Inc.


                                   By: ______________________________________

                                   Name:

                                   Title:

                                   CoreComm Communications, Inc.


                                   By: ______________________________________

                                   Name:

                                   Title:

                                   The Executive


                                   ____________________________________
                                    Michael A. Peterson





                                       23
<PAGE>

                                                                       EXHIBIT A


                                   DEFINITIONS

                  a. "Affiliate" of a Person shall mean any Person that directly
or indirectly controls,  is controlled by, or is under common control with, such
Person.

                  b.  "Agreement"  shall mean this Employment  Agreement,  which
includes for all purposes its
Exhibits.

                  c. "Applicable  Budget" shall mean (x) for calendar year 2002,
the budget documentation approved by the Holdco Board and submitted to JP Morgan
Chase as provided  under the Companies'  Senior Secured Credit  Facility with JP
Morgan Chase and (y) for any subsequent calendar year, the corresponding  budget
documentation  approved  by the Holdco  Board and  submitted  to the  Companies'
senior secured  lender(s) or, if no such  documentation  is submitted or if such
documentation fails to set forth quarter-end EBITDA and FCF targets,  the budget
documentation  for such year  approved  by the Holdco  Board for the  Companies'
financial  planning  and  corporate  planning  purposes.  The Holdco Board shall
approve an Applicable Budget for each calendar year during the Term.

                  d. "Board" shall mean, in the case of a corporation, the board
of  directors  of such  corporation  and, in the case of any other  entity,  the
corresponding governing Person.

                  e.  "Budgeted  EBITDA"  shall mean  EBITDA as set forth in the
Applicable Budget.

                  f.  "Budgeted  FCF"  shall  mean  FCF  as  set  forth  in  the
Applicable Budget.

                  g.  "Business"  shall  mean  any and all  material  businesses
conducted by the  Companies  during the Term,  including  but not limited to the
following  businesses to the extent  conducted by the Companies during the Term:
the competitive super-regional carrier, local exchange carrier and interexchange
carrier businesses and the business of providing  integrated access or broadband
connectivity  to  the  commercial   segment  and  assisting   organizations   in
streamlining and managing their communications and telecommunications services.

                  h. "Cause" shall mean:




                                       24
<PAGE>

                           i. the Executive is convicted of, or pleads guilty or
nolo contendere to, a felony;

                           ii. in carrying out his duties  hereunder,  including
any  fiduciary  duties  or  duties  of  loyalty  he owes to the  Companies,  the
Executive  engages in conduct that constitutes  willful gross neglect or willful
gross misconduct that, in either case,  results in material economic harm to the
Companies;

                           iii. the Executive  willfully  breaches any provision
of this Agreement  (including,  without  limitation,  the restrictive  covenants
contained  in Section 12), and such breach  results in  significant  harm to the
Companies;

                           iv. the Executive engages in willful gross misconduct
in the operation of the Companies that brings the Companies into public disgrace
or disrepute;

                           v. repeated  refusal,  or failure by the Executive to
undertake  good  faith  efforts,   to  perform  duties  or  responsibilities  as
reasonably directed by the Boards of the Companies; or

                           vi. the Executive engages in willful gross misconduct
resulting in or intended to result in direct  personal  gain to the Executive at
the Companies' expense.

                  i. "Change in Control" shall mean the occurrence of any of the
following events:

                           i.  any  "person",  as  such  term  is used as of the
Effective  Date in Section  13(d) of the 1934 Act, or group of persons,  becomes
(directly or  indirectly) a "beneficial  owner",  as such term is used as of the
Effective Date in Rule 13d-3  promulgated under that Act, of a percentage of the
Voting  Securities  of either  of the  Companies  (measured  either by number of
Voting  Securities  or by voting  power) that is at least 20  percentage  points
larger than the  percentage  (if any) of the Voting  Securities  of such Company
(measured in the same fashion) that such person or group of persons beneficially
owned (directly or indirectly) on the Effective Date;

                           ii.  a  majority  of  the  Board  of  either  of  the
Companies  consists of individuals other than "Incumbent  Directors," which term
means  the  members  of such  Board on the  Effective  Date;  provided  that any




                                       25
<PAGE>

individual  becoming  a  director  subsequent  to such date  whose  election  or
nomination for election was supported  (other than in connection with any actual
or threatened  proxy  contest) by two-thirds of the directors who then comprised
the Incumbent Directors shall be considered to be an Incumbent Director;

                           iii.  (x)  either  of  the  Companies  combines  with
another entity and is the surviving  entity,  or (y) all or substantially all of
the assets or business of either of the  Companies  is disposed of pursuant to a
sale, merger,  consolidation,  liquidation,  dissolution or other transaction or
series of transactions  (collectively,  a "Triggering Event") unless the holders
of Voting  Securities of such Company  immediately  prior such Triggering  Event
own,  directly or indirectly,  by reason of their ownership of Voting Securities
of such Company immediately prior to such Triggering Event, more than two thirds
of the Voting  Securities  (measured both by number of Voting  Securities and by
voting power) of (q) in the case of a  combination  in which such Company is the
surviving entity, the surviving entity and (r) in any other case, the entity (if
any) that succeeds to substantially  all of such Company's  business and assets;
or

                           iv. a voluntary,  or involuntary,  petition under any
chapter of the United  States  Bankruptcy  Code is filed in respect of either of
the Companies and is not dismissed, or resolved, within sixty days of filing.

                  j.  "Claim"  shall  include,  without  limitation,  any claim,
demand, request, investigation, dispute, controversy, threat, discovery request,
or request for testimony or information.

                  k. "Code"  shall mean the Internal  Revenue  Code of 1986,  as
amended.  Any  reference to a particular  section of the Code shall  include any
provision that modifies, replaces or supersedes such section.

                  l. "Common Stock" shall mean Common Stock, par value $0.01, of
Holdco.

                  m.  "Confidential  Information" shall mean all confidential or
proprietary  information  developed or used by the Companies or their Affiliates
relating to their  business,  operations,  employees,  customers,  suppliers  or
distributors including, but not limited to: confidential or proprietary customer
lists,  purchase orders,  financial data,  pricing  information and price lists;
confidential   or  proprietary   business   plans  and  market   strategies  and
arrangements;  confidential or proprietary books, records, manuals,  advertising
materials,  catalogues,  correspondence,  mailing lists,  production data, sales
materials,  sales records,  purchasing materials,  purchasing records, personnel
records and quality control  records;  confidential  or proprietary  trademarks,
copyrights and patents, and applications therefor;  trade secrets;  confidential
or proprietary  inventions,  processes,  procedures,  research  records,  market
surveys and  marketing  know-how;  and  confidential  or  proprietary  technical




                                       26
<PAGE>

papers,  software,  computer  programs,  data bases and  documentation  thereof,
including but not limited to source codes, algorithms,  processes,  formulae and
flow charts. The term "Confidential Information" shall not include any document,
record,  data  compilation,  or other  information  that (x) has previously been
disclosed to the public,  or is in the public domain,  other than as a result of
the Executive's breach of Section 12(a), or (y) is known or generally  available
to the public or within any trade or industry of the  Companies  or any of their
Affiliates.

                  n.  "Constructive  Termination  Without  Cause"  shall  mean a
termination  by the  Executive of his  employment  hereunder on 30 days' written
notice given by him to the  Companies  following  the  occurrence  of any of the
following events without his express prior written  consent,  unless all grounds
for such  termination  shall  have been  fully  cured  within 30 days  after the
Executive gives notice to the Companies requesting cure:

                           i.  any  failure  to  continue  the  Executive  as an
Executive Vice President,  the Chief  Financial  Officer and the Chief Operating
Officer and a member of the Board of each of the Companies;

                           ii.  any  material   diminution  in  the  Executive's
responsibilities  or  authorities;  the  assignment  to him of  duties  that are
materially  inconsistent with, or materially impair his ability to perform,  the
duties then  assigned to him; or any change in the  reporting  structure so that
the  Executive  is  required  (x) to report,  in his role as an  Executive  Vice
President,  the Chief  Financial  Officer  and the Chief  Operating  Officer  of
Holdco,  to any person other than the Holdco  Board,  the Chairman of the Holdco
Board or the Chief Executive  Officer of Holdco or (y) to report, in his role as
an Executive Vice President, the Chief Financial Officer and the Chief Operating
Officer of  Subsidiary,  to any Person  other than the  Subsidiary  Board or the
Chief Executive Officer of Subsidiary;

                           iii.  any  relocation  of the  Executive's  principal
office,  or principal  place of  employment,  to a location that is more than 60
miles from its location in Princeton, New Jersey, as of the Effective Date;

                           iv. any material breach by either of the Companies or
their Affiliates of any of their  obligations  under Sections 3 through 8, 10 or
11, or of any of their representations or warranties in Section 14(a), or of any




                                       27
<PAGE>

material  term of, or  representation  in, any Stock  Option  agreement,  equity
grant, or long-term incentive agreement; or

                           v. any failure of either of the  Companies  to obtain
the  assumption  in  writing of its  obligations  under  this  Agreement  by any
successor to all or  substantially  all of its business or assets within 30 days
after any  reconstruction,  amalgamation,  combination,  merger,  consolidation,
sale, liquidation, dissolution or similar transaction.

In addition, any termination by the Executive of his employment hereunder during
the 60-day period that  commences 180 days after the occurrence of any Change in
Control shall be deemed to be a Constructive Termination Without Cause.

                  o. "Disability" shall mean the Executive's inability,  with or
without reasonable  accommodation and due to physical or mental  incapacity,  to
substantially  perform his duties and  responsibilities  hereunder  either for a
period of 180  consecutive  days, or for an aggregate of 270 days in any 365 day
period.

                  p.  "EBITDA"  shall mean  earnings for a given  period  before
interest,  taxes,  depreciation and amortization,  as described in the Company's
public press releases and financial statements.

                  q.  "Executive"  shall  have  the  meaning  set  forth  in the
preamble to this Agreement, as modified by Section 17(e).

                  r. "FCF"  shall  mean the net change in a given  period of the
Company's cash balance as indicated on its financial statements, such balance to
include cash, cash equivalents and marketable securities.

                  s. "Fair Market Value",  when used in respect of a security as
of a specified  date,  shall mean (x) the closing  price of the  security on the
principal national  securities  exchange or national market system on which such
security  is then  listed  or  traded,  in each  case as of the  close of normal
trading on such date,  or if such date is not a trading day or such  security is
not traded on such date,  on the most  recent day  preceding  such date on which
such  security was traded,  and (y) if such security is not so listed or traded,
then the value as promptly  agreed by the  Companies and the  Executive,  or, in
absence  of  such  prompt  agreement,  fair  market  value  as  determined  on a
going-forward  basis without  discount for lack of liquidity,  minority  status,
lack of control, contractual restrictions, or similar factors.



                                       28
<PAGE>

                  t. "1934 Act" shall mean the Securities  Exchange Act of 1934,
as amended.

                  u.  "1933  Act"  shall  mean the  Securities  Act of 1933,  as
amended.

                  v.   "Person"   shall   mean  any   individual,   corporation,
partnership,  limited liability company,  joint venture,  trust, estate,  board,
committee, agency, body, employee benefit plan, or other person or entity.

                  w. "Proceeding" shall include, without limitation, any actual,
threatened or reasonably anticipated action, suit or proceeding,  whether civil,
criminal, administrative, investigative, appellate, formal, informal or other.

                  x.  "Pro-Rata  Annual  Incentive  Award"  shall mean an amount
equal to the product  obtained by  multiplying  (x) the aggregate  amount of the
annual  incentive  award that the Executive  would have been entitled to receive
for the calendar year during which his  employment  hereunder  terminated if his
employment hereunder had continued times (y) a fraction,  the numerator of which
is the  number  of days he was  employed  hereunder  during  such  year  and the
denominator  of which is the number of days in such year.  Any  Pro-Rata  Annual
Incentive Award shall be paid promptly following the completion of such calendar
year in accordance  with Section 5(d), and shall be reduced by the amount of any
quarterly  or other  payments  already  made to the  Executive  in respect of an
annual incentive award under Section 5 for such year.

                  y.  "Stock  Option"  shall  mean any  compensatory  option  or
warrant to acquire  securities of either of the  Companies or their  Affiliates;
any compensatory  stock  appreciation  right,  phantom stock option or analogous
right  granted by or on behalf of either of the  Companies or their  Affiliates;
and any option or right  received in respect of any of the foregoing  options or
rights. The term "Stock Option" includes,  without limitation, the Initial Stock
Option.

                  z.  "Termination  Date"  shall  mean  the  date on  which  the
Executive's employment hereunder terminates in accordance with this Agreement.

                  aa.  "Voting  Securities"  shall mean  issued and  outstanding
securities of any class or classes having  general voting power,  under ordinary
circumstances  in the  absence of  contingencies,  to elect,  the members of the
Board of the issuer.




                                       29
<PAGE>

                                                                       EXHIBIT B

                             STOCK OPTION AGREEMENT

         1. Grant of Option.  CoreComm Holdco, Inc., a Delaware corporation (the
"Company"), hereby grants to Michael A. Peterson (the "Optionee"),  effective as
of January 11, 2002 (the "Grant  Date"),  an option to purchase an  aggregate of
495,000 shares of its Common Stock at a price of $3.00 per share, exercisable as
set forth in, and  subject to the terms and  conditions  of,  this Stock  Option
Agreement  and the  Employment  Agreement  dated as of January 1, 2002 among the
Company, CoreComm Limited, CoreComm Communications,  Inc., and the Optionee (the
"Employment Agreement").

         2. Exercisability of Option.

                  (a)  Beginning  as of the Grant  Date,  this  option  shall be
vested, and exercisable, with respect to one-third of the shares of Common Stock
that are subject to this option; thereafter, as of 12:01 a.m. on each of January
1, 2003 and January 1, 2004, this option shall vest and become  exercisable with
respect to a further one-third of the shares of Common Stock that are subject to
this option,  and thus shall become fully  exercisable  as to all such shares no
later than January 1, 2004.

                  (b) In the event that the Term of  Employment is terminated in
accordance  with Section 9(a) or 9(b) of the Employment  Agreement  (relating to
death and  Disability),  this  option  (x) shall  become  exercisable  as of the
Termination  Date for all  shares  for which it would  have  become  exercisable
(pursuant to Section 2(a) above) through the first anniversary of such date, and
(y) shall  remain  exercisable  for all  shares  for  which it is,  or  becomes,
exercisable as of the  Termination  Date until the earlier of: (i) 11:59 p.m. on
the first  anniversary  of the such date or (ii) the  tenth  anniversary  of the
Grant Date, at which time it shall expire to the extent that it has not yet been
exercised.

                  (c) In the event that the Term of  Employment is terminated in
accordance  with Section 9(c) or 9(f) of the Employment  Agreement  (relating to
Cause and  voluntary  terminations),  this  option,  to the extent that it is or
becomes  exercisable as of the Termination  Date, shall remain fully exercisable
until the earlier of: (i) 11:59 p.m. on the 30th day following such date or (ii)
the tenth  anniversary  of the Grant Date,  at which time it shall expire to the
extent that it has not yet been exercised.




                                       30
<PAGE>

                  (d) In the event that the Term of  Employment is terminated in
accordance  with Section 9(d) or 9(e) of the Employment  Agreement  (relating to
terminations  without  Cause),  this option (x) shall  become  fully  vested and
exercisable as of the  Termination  Date for all shares that are then subject to
it and (y) shall remain fully  exercisable  until the earlier of: (i) 11:59 p.m.
on the second  anniversary of the Termination Date or (ii) the tenth anniversary
of the Grant Date,  at which time it shall  expire to the extent that it has not
yet been exercised.

                  (e) In the event  that the Term of  Employment  terminates  by
expiration  pursuant to notice of  non-extension in accordance with Section 2 of
the  Employment  Agreement,  this  option  (x)  shall,  in the  event  that  the
termination is not pursuant to notice of non-extension from the Optionee, become
fully vested and exercisable as of the Termination Date for all shares for which
it would have become  exercisable  (pursuant to Section 2(a) above)  through the
first  anniversary  of such date and (y)  shall,  to the  extent  that it is, or
becomes,  exercisable as of the Termination Date,  remain  exercisable until the
earlier  of: (i) 11:59 p.m.  on the first  anniversary  of such date or (ii) the
tenth anniversary of the Grant Date, at which time it shall expire to the extent
that it has not yet been exercised.

                  (f) Anything  elsewhere to the contrary  notwithstanding,  (x)
upon the  occurrence  of any Change in Control  that  occurs  during the Term of
Employment and (y) upon any termination of the Executive's employment that is in
anticipation of, or within twelve months following, a Change in Control and that
is governed by Section  9(d) or 9(e) of the  Employment  Agreement  (relating to
terminations   without  Cause),  this  option  shall  become  fully  vested  and
exercisable  with  respect to all shares that are subject to it and shall remain
fully exercisable until 11:59 p.m. on the tenth anniversary of the Grant Date.

                  (g) Anything elsewhere to the contrary  notwithstanding,  this
option shall, to the extent that it has not then yet been  exercised,  expire at
11:59 p.m. on the tenth anniversary of the Grant Date.

         3. Exercise of Option.

                  (a) Method of Exercise. Subject to the conditions set forth in
this Stock Option  Agreement,  this option may be exercised from time to time by
delivery of written  notice of exercise to the Company from the  Optionee.  Such
notice shall  specify the total  number of shares to be  purchased  and shall be
accompanied  by  payment  in full (or an  arrangement  for  payment  in full) in
accordance  with  Section 3(b) below.  Such  exercise  shall be  effective  upon
delivery  to the  Company of such  written  notice  together  with the  required




                                       31
<PAGE>

payment (or arrangement for payment). This option may be exercised for less than
the full  number of shares  for which the option is then  exercisable,  provided
that no such exercise may be for any fractional share.

                  (b)  Method of  Payment.  Payment  of the  purchase  price for
shares  purchased upon an exercise of this option may be made (i) by delivery to
the Company of cash, a wire transfer of available  funds,  or a check payable to
the  order of the  Company  in an  amount  equal to the  purchase  price of such
shares;  (ii) by delivery to the Company of shares of Common Stock then owned by
the Optionee for at least six months having an aggregate Fair Market Value as of
the date of delivery equal to the purchase  price of such shares;  (iii) through
reasonable  cashless exercise  procedures that are from time to time established
by the Company and that afford the Optionee the opportunity to sell  immediately
some or all of the shares  underlying  the  exercised  portion of this option in
order to generate  sufficient  cash to pay the option purchase price; or (iv) by
any combination of (i), (ii) or (iii).

                  (c) Delivery of Shares  Tendered in Payment of Purchase Price.
Payment by delivery of shares may be  effected by  delivering  one or more stock
certificates  or by  otherwise  delivering  shares to the  Company's  reasonable
satisfaction (including,  without limitation, through an "attestation" procedure
that is reasonably  acceptable to the Company), in each case accompanied by such
endorsements,   stock  powers,   signature  guarantees  or  other  documents  or
assurances  as may  reasonably be required by the Company.  If a certificate  or
certificates or other documentation  representing shares in excess of the amount
required  are  delivered,  a  certificate  (or other  satisfactory  evidence  of
ownership)  representing  the excess number of shares shall promptly be returned
by the Company.

                  (d) Delivery of Option Shares. The Company shall, upon payment
in accordance  with Section 3(a) above of the aggregate  purchase  price for the
number of shares purchased,  make prompt delivery of such shares to the Optionee
and pay all original  issue and  transfer  taxes and all other fees and expenses
incident to such delivery. All shares delivered upon any exercise of this option
shall, when delivered,  (i) be duly authorized,  validly issued,  fully paid and
nonassessable, (ii) be registered for sale, and for resale, under U.S. state and
federal  securities  laws to the extent that other  shares of the same class are
then so registered or qualified and (iii) be listed, or otherwise qualified, for
trading on any securities  exchange or securities  market on which shares of the
same  class are then  listed or  qualified.  To the extent  that  shares are not
promptly delivered to the Optionee when due, the Company shall promptly make the
Optionee whole for any resulting  expense or loss of benefit.  The Company shall
deliver cash in lieu of any fractional share.




                                       32
<PAGE>

         4.  Deferral of Option  Gains.  The Optionee  shall have the right,  by
furnishing  written  notice  to the  Company  at least six  months  prior to any
exercise  of this  option,  to elect  to defer  any  gains  realized  upon or in
connection  with such  exercise.  Any such  deferral,  including  the  manner of
exercise of this option in connection with such deferral,  shall be made in such
manner as may reasonably be required by the Company in order to defer such gains
for Federal income tax purposes.  At the time the Optionee  elects to defer such
gains, such gains shall be deferred into any non-qualified  deferral plan of the
Company that accepts such  deferrals on terms that satisfy the  requirements  of
the preceding sentence.  If no such plan is available,  the Optionee may make an
irrevocable  election to defer such gains into Share Units (with a "Share  Unit"
representing  a share  of  Common  Stock,  including  any  dividends  and  other
distributions  that may be  declared  or made  thereon  during the period of the
deferral).  Amounts  deferred  under this  Section 4 shall be paid out under the
terms of the Optionee's election to defer.

         5.  Nontransferability of Option. This option is personal and no rights
granted hereunder may be transferred,  assigned,  pledged or hypothecated in any
way  (whether by  operation  of law or  otherwise)  nor shall any such rights be
subject to execution, attachment or similar process, except that this option may
be  transferred  in  whole or in part  (x) by will or the  laws of  descent  and
distribution or (y)  gratuitously to any Family Member who agrees to be bound by
the provisions of this Stock Option Agreement. For purposes of clause (y) of the
preceding  sentence,  "Family Member" shall mean "family member" as such term is
used as of the Grant Date in Section A1(a)(5) of the General Instructions to SEC
Form S-8.  Any Person to whom this  option has been  transferred  in whole or in
part in  accordance  with the first  sentence  of this  Section 5 shall,  to the
extent of the transfer,  succeed to the rights,  and assume the obligations,  of
the  Optionee  under  Sections  2, 3, 5  through 8 and 11 of this  Stock  Option
Agreement,  except that the transferee may not transfer this option (in whole or
in part) pursuant to clause (y) of the preceding  sentence to any Person to whom
the original  Optionee would not have been permitted to transfer this option (in
whole or in part). The Optionee shall give notice to the Company of any transfer
of this  option,  in whole or in  part,  pursuant  to  clause  (y) of the  first
sentence of this Section 5.

         6. Adjustment Provisions.  In the event that, at any time after January
11, 2002, any merger, consolidation, reorganization, recapitalization, spin-off,
split-up,  combination,  modification  of  securities,  exchange of  securities,
liquidation,  dissolution,  share split,  share dividend,  other distribution of
securities  or other  property in respect of shares or other  securities  (other
than ordinary recurring cash dividends),  or other change in corporate structure
or capitalization  affecting the rights or value of securities of any class then
subject to this option occurs,  appropriate adjustment(s) shall promptly be made
in the number  and/or kind of  securities  subject to this option  and/or in the
exercise  price  and/or in other terms and  conditions  of this  option,  and/or
appropriate  provision(s) shall promptly be made for supplemental  distributions
of  cash,  securities  and/or  other  property,  so  as  to  avoid  dilution  or




                                       33
<PAGE>

enlargement  of the rights of the  Optionee  and the value  represented  by this
option.  If an event  occurs that may require an  adjustment  (or other  action)
pursuant to this Section 6, the Company shall promptly deliver to the Optionee a
certificate,  signed by an officer of the Company,  setting  forth in reasonable
detail (x) the event in question and (y) either the adjustment (or other action)
being  implemented and the method by which such adjustment (or other action) was
calculated or  determined or the reasons why the Company  believes no adjustment
(or other action) is needed.

         7. Roll-Over Options.  Without limiting the foregoing,  in the event of
any merger,  consolidation or other  transaction (x) in which the Company is not
the surviving  entity or the Company  becomes a Subsidiary of another entity and
(y)  following  which  the  surviving  entity  or any  Person  of  which it is a
Subsidiary,  or, if the Company survives as a Subsidiary of another entity, then
such other entity or any Person of which such other entity is a Subsidiary,  has
publicly traded equity securities issued and outstanding, the Company shall take
such steps as are necessary to assure that the Optionee  shall (if he so elects)
be provided a replacement  option that (x) is  exercisable  for publicly  traded
equity  securities of the surviving  entity, or of a Person of which the Company
or the surviving  entity is a  Subsidiary,  as the case may be, and (y) provides
terms,  conditions and an after-tax  economic  opportunity  (including,  without
limitation,  an aggregate  spread value) no less  favorable to the Optionee than
did this option  immediately  prior to such  transaction.  For  purposes of this
Section 7,  "Subsidiary",  when used in respect  of any  Person,  shall mean any
entity 50% or more of whose  equity  interests  (measured  either by Fair Market
Value or by voting power) are owned,  directly or indirectly through one or more
Subsidiaries or Affiliates, by such Person.

         8. Change in Control.  In the event that holders of  securities  of any
class that is then  subject to this option  receive  cash,  securities  or other
property in respect of such  securities in  connection  with a Change in Control
transaction,  the Company  shall take such steps as are  necessary to enable the
Optionee  (if he so elects) to  exercise  this option at a time and in a fashion
that will entitle him to receive in exchange for any  securities  thus  acquired
the same  consideration as is received in such Change in Control  transaction by
other holders of securities of that class.

         9. Tax Withholding. The Company's obligation to deliver shares upon the
exercise of this option shall be subject to the Optionee's  satisfaction  of all




                                       34
<PAGE>

applicable  Federal,  state and local income,  excise,  employment and other tax
withholding requirements ("tax obligations").  The Optionee may satisfy any such
tax obligations in any of the manners provided in Section 3(b) above for payment
of the purchase price.

         10. The Company's Representations.  The Company represents and warrants
that (a) it is fully  authorized  by action of its Board  (and of any  Person or
body whose action is required) to enter into this Stock Option  Agreement and to
perform its obligations under it; (b) the execution, delivery and performance of
this Stock Option  Agreement by the Company does not violate any applicable law,
regulation,  order,  judgment  or decree  or any  agreement,  plan or  corporate
governance  document  (x) to which  it (or,  to the  best of its  knowledge  and
belief,  any of its security holders or creditors) is a party or (y) by which it
(or, to the best of its  knowledge  and belief,  any of its security  holders or
creditors)  is bound;  and (c) upon the  execution  and  delivery  of this Stock
Option  Agreement by the Company and the Optionee,  this Stock Option  Agreement
shall be the  valid  and  binding  obligation  of the  Company,  enforceable  in
accordance with its terms, except to the extent enforceability may be limited by
applicable  bankruptcy,  insolvency or similar laws affecting the enforcement of
creditors' rights generally.

         11. Miscellaneous.

                  (a) Any Claim  arising out of or relating to this Stock Option
Agreement shall be resolved by binding arbitration in accordance with Section 15
of the Employment Agreement.

                  (b) All  notices  and other  communications  relating  to this
Stock  Option  Agreement  shall  be  given  as  provided  in  Section  16 of the
Employment Agreement.

                  (c) Sections  17(b),  17(c),  17(d),  17(e)  (second  sentence
only),  17(f),  17(g),  17(j) and 17(k) of the Employment  Agreement  (relating,
respectively, to amendment and waiver,  inconsistencies,  headings,  references,
survivorship,  severability,  governing  law and  counterparts)  shall be deemed
incorporated  herein in full,  with the  references to the  "Agreement"  in such
Sections  being  treated as  references  to this  Stock  Option  Agreement,  the
references to the  "Executive"  in such Sections  being treated as references to
the original  Optionee and the  references to the  "Companies"  in such Sections
being treated as references to the Company only.

                  (d) All  capitalized  terms not  defined in this Stock  Option
Agreement shall have the meanings set forth in the Employment  Agreement.  "Term
of Employment" shall mean the "Term" as defined in the Employment Agreement.




                                       35
<PAGE>

                  (e) Nothing  contained in this Stock Option Agreement shall be
construed or deemed by any Person under any circumstances to bind the Company to
continue the employment of the Optionee for any particular period of time.


Grant Date:  January 11, 2002

                                        CoreComm Holdco, Inc.


                                        By:_________________________________

                                        Name:

                                        Title:

ACCEPTED

OPTIONEE



___________________________________
Michael A. Peterson



















                                       36