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EXHIBIT 10.2

AMERILINK CORPORATION


     Executive Employment Agreement


     This Executive Employment Agreement ("Agreement") is made in Columbus, Ohio
     effective as of ______________, 1994, by and between AMERILINK CORPORATION,
     an Ohio corporation (the "Company"), and LARRY R. LINHART, an individual
     residing in Columbus, Ohio (the "Executive"), who hereby agree as
     hereinafter provided.

     Section 1. Definitions. As used herein, the following terms shall have the
     meanings set forth below.

     "Aggregate Operating Income" shall have the meaning set forth in Section
     5(b).

     "Agreement" shall have the meaning set forth in the introductory paragraph
     hereof.

     "Base Compensation" shall have the meaning set forth in Section 5(a).

     "Board of Directors" means the incumbent directors of the Company as of the
     point in time reference thereto is made in this Agreement.

     "Cause" shall have the meaning set forth in Section 11(b).

     "COLA Adjustment" means a cost of living adjustment, which shall correspond
     to the percent rise in prices for the preceding year as measured by the
     Consumer Price Index for all Urban Consumers (CPI-UC), All City Average,
     All Items (base year 1982-1984 = 100) published by the United States
     Department of Labor, Bureau of Labor Statistics (the "Index"). The COLA
     Adjustment shall be determined by multiplying the amount or figure to be
     adjusted by a fraction, the numerator of which is the Index published for
     the month in which occurs the date of adjustment and the denominator of
     which is the Index published for the same month of the preceding year.

     "Company" shall have the meaning set forth in the introductory paragraph of
     this Agreement, and shall include Subsidiaries where appropriate.

     "Competitive Business" shall have the meaning set forth in Section 10(a).

     "Confidential Information" shall have the meaning set forth in Section
     10(c).

     "Covered Options" shall have the meaning set forth in Section 7.

     "Disability" of the Executive means that, as a result of the Executive's
     incapacity due to physical or mental illness, the Executive shall have been
     absent from his duties on a full-time basis for six consecutive months, or
     for an aggregate of nine months in any consecutive 12-month period, and a
     physician selected by the Executive is of the opinion that (a) he is
     suffering from "total disability" as defined in the Company's disability
     insurance program or policy and (b) he will qualify for Social Security
     Disability Payments and (c) within 30 days after written notice thereof is
     given by the Company to the Executive (which notice may be given at any
     time after the end of such six or 12-month periods) the Executive shall not
     have returned to the performance of his duties on a full-time basis. (If
     the Executive is prevented from performing his duties because of
     Disability, upon request by the Company the Executive shall submit to an
     examination by a physician selected by the Company, at the Company's
     expense, and the Executive shall also authorize his personal physician to
     disclose to the selected physician all of the Executive's medical records.)


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     "Employment Commencement Date" means the date on which the IPO is
     consummated.

     "Employment Period" means that period commencing on the Employment
     Commencement Date and ending on the Employment Termination Date.

     "Employment Termination Date" means the date the Employment Period
     terminates as provided in Section 11.

     "Executive" shall have the meaning set forth in the introductory paragraph
     of this Agreement.

     "Fiscal Year" means the fiscal year of the Company.

     "Incentive Bonus Compensation" shall have the meaning set forth in Section
     5(b).

     "Insured Stock Options Value" shall have the meaning set forth in Section
     7.

     "IPO" means the initial public offering of common shares of the Company.

     "Net Income" shall mean the net income of the Company for any Fiscal Year
     as reflected in its annual financial statements prepared in accordance with
     generally accepted accounting principles and audited by Ernst & Young or
     such other accounting firm of national reputation as may be selected by the
     Company from time to time.

     "Notice of Termination" shall have the meaning set forth in Section
     11(a)(1).

     "Qualifying Excess Income" shall have the meaning set forth in Section
     5(b).

     "Required Life Insurance Coverage Amount" shall have the meaning set forth
     in Section 7.

     "Restricted Period" shall have the meaning set forth in Section 10(a).

     "Scheduled Employment Termination Date" means the later of (a) the day
     immediately preceding the fifth anniversary of the Employment Commencement
     Date or (b) such date as is specified by either the Company or the
     Executive in a Notice of Termination delivered for the purpose of fixing
     the Scheduled Employment Termination Date, provided the date so specified
     shall be at least three (3) years after the date such Notice of Termination
     is so delivered.

     "Shareholders" shall have the meaning provided in the Shareholders
     Agreement dated as of the date hereof among the Company, Larry R. Linhart,
     E. Len Gibson and Robert L. Powelson.

     "Subsidiaries" means wholly owned subsidiaries of the Company.

     Section 2. Employment and Term. The Company hereby employs the Executive,
     and the Executive hereby accepts such employment by the Company, for the
     purposes and upon the terms and conditions contained in this Agreement. The
     term of such employment shall be for the Employment Period.

     Section 3. Employment Capacity and Duties. The Executive shall be employed
     throughout the Employment Period as the Chairman of the Board of Directors,
     President and Chief Executive Officer of the Company. The Executive shall
     have the duties and responsibilities incumbent with the positions of
     Chairman of the Board of Directors, President and Chief Executive Officer
     of the Company. Accordingly, and not by way of limitation, as Chairman of
     the Board of Directors, President and Chief Executive Officer of the
     Company, the Executive shall preside over all meetings of the shareholders
     of the Company and of the Board of Directors, superintend and manage the
     business of the Company and coordinate and supervise the work of its other
     officers and employ, direct, fix the compensation of, discipline and
     discharge its personnel, employ agents, professional advisors and
     consultants and perform all functions of a general manager of the


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     Company's business. The Company agrees that it will not, without the
     Executive's written consent, relocate its principal executive offices to a
     location outside Columbus, Ohio or require the Executive to be based
     anywhere other than the Company's principal executive offices, except for
     required travel on the Company's business to an extent substantially
     consistent with present travel obligations.

     Section 4. Executive Performance Covenants. The Executive accepts the
     employment described in Section 3 and agrees to devote his full working
     time and efforts (except for absences due to illness and appropriate
     vacations) to the business and affairs of the Company and the performance
     of the aforesaid duties and responsibilities. However, nothing in this
     Agreement shall preclude the Executive from devoting a reasonable amount of
     his time and efforts to civic, community, charitable, professional and
     trade association affairs and matters. Section 5. Compensation. The Company
     shall pay to the Executive, for his services hereunder, the compensation
     hereinafter provided in this Section 5. Such compensation shall be paid to
     the Executive at the times and in the manner as provided below.

         (a) Base Compensation. The Executive shall be paid "Base Compensation"
     for each Fiscal Year at an annual rate of $342,500 in 26 bi-weekly equal
     installments. The Base Compensation (i) may be increased (but may not be
     decreased) at any time or from time to time by action of the Board of
     Directors or any committee thereof, and (ii) shall be increased by the COLA
     Adjustment annually as of the beginning of each Fiscal Year, commencing
     with the Fiscal Year beginning in 1995. The Base Compensation shall be
     pro-rated for any Fiscal Year hereunder which is less than a full Fiscal
     Year.

         (b) Incentive Bonus Compensation. The Executive shall be paid
     "Incentive Bonus Compensation" for each Fiscal Year in an amount equal to
     5% of the Qualifying Excess Income (as hereinafter defined), if any, for
     such Fiscal Year. The first $50,000 of any Incentive Bonus Compensation
     otherwise earned (the "Current Portion") for any Fiscal Year shall be
     payable to the Executive by the Company within 10 days after the issuance
     of the Company's audited financial statements for the Fiscal Year involved.
     The amount of any Incentive Bonus Compensation in excess of $50,000 for any
     Fiscal Year (the "Deferred Portion") shall be deferred and (except as
     provided in Section 11) shall be payable to the Executive only (i) if and
     when the Aggregate Operating Income (as hereinafter defined) of the Company
     is at least $2,118,000 (adjusted by the COLA Adjustment annually as of the
     beginning of each Fiscal Year commencing with the Fiscal Year which begins
     in 1995) in the succeeding Fiscal Year, or (ii) if, prior to the end of the
     third succeeding Fiscal Year, the Executive's employment by the Company is
     terminated for any reason other than termination by the Company under
     Section 11(b) or termination by the Executive other than under Section
     11(e)(1)(A). As used herein, "Qualifying Excess Income" for any Fiscal Year
     shall mean the amount, if any, by which the Aggregate Operating Income for
     the Fiscal Year, up to a maximum Aggregate Operating Income amount of
     $3,706,500, exceeds $1,588,500 (with both numbers being adjusted annually
     by the COLA Adjustment as of the beginning of each Fiscal Year commencing
     with the Fiscal Year which begins in 1995). The "Aggregate Operating
     Income" for any Fiscal Year shall be equal to the Net Income of the Company
     for the Fiscal Year, calculated before taking into account (i) deductions
     for any item of compensation, fees or bonuses paid or payable by the
     Company or any of the Subsidiaries to any of the Shareholders, whether as
     officer, director, consultant, agent, contractor or otherwise, (ii)
     deductions for non-cash compensation expense associated with the exercise
     of stock options or the granting of other rights or interests in securities
     of the Company, so-called phantom stock interests and similar incentive
     compensation arrangements, by any or all executive officers of the Company
     (including, but not limited to, Mr. Linhart), (iii) deductions for interest
     expense and any taxes on income and (iv) any other items properly
     reportable on the audited financial statements of the Company below the
     "income from operations" line, such as interest income and expense and
     other types of investment income, loss or expense (provided, however, that
     gain or loss from the sale or other disposition of depreciable assets used
     by the Company in the ordinary course of its trade or business shall be
     taken into account).

     Section 6. Reimbursement of Expenses. The Company shall reimburse the
     Executive for his reasonable expenses incurred in providing services to the
     Company, including expenses for travel, entertainment and similar items, in
     accordance with the Company's reimbursement policies as determined from
     time to time by the Board of Directors. The Company shall also reimburse
     the Executive for his reasonable expenses incurred for continuing legal
     education and other reasonable expenses of maintaining his membership in
     good standing in the Ohio Bar. If there is a dispute as to the eligibility
     of an



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     expense for reimbursement in accordance with the Company's reimbursement
     policies, then such expense shall be determined to be reimbursable if
     approved by a majority of the Board of Directors.

     Section 7. Employee Benefits, Vacations. During the Employment Period, the
     Executive shall receive the benefits and enjoy the perquisites described
     below:

         (a) Benefit Plans. The Company shall continue in effect any perquisite,
     benefit or compensation plan (in addition to the compensation provided for
     in Section 5) including its profit sharing plan and 401(k) plan, medical
     insurance plan, life insurance plan, health and accident plan and
     disability plan in which the Executive is currently participating, or to
     maintain plans providing substantially similar benefits (collectively
     referred to as the "Benefit Plans"); provided, however, that the Company
     may make modifications in the Benefit Plans so long as such modifications
     (i) are generally applicable to all salaried employees of the Company and
     (ii) do not discriminate against the Executive or other highly-compensated
     employees of the Company.

         (b) Vacations. The Executive shall be entitled in each Fiscal Year to a
     vacation of four weeks (20 working days), during which time his
     compensation shall be paid in full, and such holidays and other nonworking
     days as are consistent with the policies of the Company for executives
     generally.


     Section 8. Stock Options.

         (a) 1987 and 1991 Options. The Company shall provide to the Executive,
     pursuant to the Stock Options Addendum attached hereto, stock options (the
     "1987 and 1991 Stock Options") to acquire common shares of the Company
     ("Common Shares").

         (b) Participation in 1994 Stock Incentive Plan. Executive shall be
     granted the right to purchase 50,000 Common Shares at 125% of the public
     offering price for such Common Shares in the IPO, subject to vesting 20%
     per year over 5 years, the options to expire 10 years after the date of
     grant. The options shall be granted under and shall be subject to the terms
     and conditions of the Company's 1994 Stock Incentive Plan and the
     provisions of such Plan shall control in the event of the termination of
     Executive's employment.

         (c) Registration of Option Shares on Form S-8. The Company shall as
     soon as reasonably practicable following the closing of the IPO file a
     registration statement on Form S-8 with the Securities and Exchange
     Commission for the purpose of registering the Common Shares underlying the
     1987 and 1991 Options and the 1994 Stock Incentive Plan.

     Section 9. Company Life Insurance; Medical Examinations. At any time during
     the Employment Period, the Company may, in its discretion, apply for and
     procure as owner and for its own benefit, insurance on the life of the
     Executive, in such amounts and in such form or forms as the Company may
     determine. The Executive shall have no right to any interest in any such
     policy or policies, but he shall, at the request of the Company, submit to
     such medical examinations, supply such information and execute such
     applications, instruments and other documents as reasonably may be required
     by the insurance company or companies to whom the Company has applied for
     such insurance.

     If requested by the Company, the Executive shall submit to at least one
     medical examination during each Fiscal Year at such reasonable time and
     place and by a physician or physicians determined and selected by the
     Company. All the costs and expenses of said medical examination, including
     transportation of the Executive to the place of examination and return,
     shall be paid by the Company.

     The Executive shall be entitled to a copy of all reports and other
     information provided to the Company in connection with any examination
     referred to in this Section 9. Any failure to pass any such medical
     examination or to meet any health criteria or medical standard shall not of
     itself be cause for termination of the Employment Period by the Company.

     Section 10.Certain Company Protection Provisions. The below provisions
     apply for the protection of the Company.


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     (a) Noncompetition. During the Restricted Period (as hereinafter defined),
     the Executive shall not directly or indirectly compete with the Company by
     owning, managing, controlling or participating in the ownership, management
     or control of, or be employed or engaged by or otherwise affiliated or
     associated with, any Competitive Business in any location in which the
     Company is doing business as of the Employment Termination Date. As used
     herein, the term "Restricted Period" means the Employment Period and a
     period of [three] years thereafter. As used herein, a "Competitive
     Business" is any other corporation, partnership, proprietorship, firm,
     association or other business entity which is engaged in any business from
     which the Company derives five percent or more of its consolidated revenues
     during the 12 months preceding the Employment Termination Date or in which
     the Company has invested five percent or more of its total assets as of the
     time in question, provided, however, that ownership of not more than five
     percent of the stock of any publicly traded company shall not be deemed a
     violation of this provision.

     (b) Non-Interference. During the Restricted Period, the Executive shall not
     induce or solicit any employee of the Company or any person doing business
     with the Company to terminate his or her employment or business
     relationship with the Company or otherwise interfere with any such
     relationship.

     (c) Confidentiality. The Executive agrees and acknowledges that, by reason
     of the nature of his duties as an officer and employee, he will have or may
     have access to and become informed of confidential and secret information
     which is a competitive asset of the Company ("Confidential Information"),
     including without limitation any lists of customers or subscribers,
     financial statistics, research data or any other statistics and plans
     contained in profit plans, capital plans, critical issue plans, strategic
     plans or marketing or operation plans or other trade secrets of the Company
     and any of the foregoing which belong to any person or company but to which
     the Executive has had access by reason of his employment relationship with
     the Company. The Executive agrees faithfully to keep in strict confidence,
     and not, either directly or indirectly, to make known, divulge, reveal,
     furnish, make available or use (except for use in the regular course of his
     employment duties) any such Confidential Information. The Executive
     acknowledges that all manuals, instruction books, price lists, information
     and records and other information and aids relating to the Company's
     business, and any and all other documents containing Confidential
     Information furnished to the Executive by the Company or otherwise acquired
     or developed by the Executive, shall at all times be the property of the
     Company. Upon termination of the Employment Period, the Executive shall
     return to the Company any such property or documents which are in his
     possession, custody or control, but his obligation of confidentiality shall
     survive such termination of the Employment Period until and unless any such
     Confidential Information shall have become, through no fault of the
     Executive, generally known to the trade. The obligations of the Executive
     under this subSection are in addition to, and not in limitation or
     preemption of, all other obligations of confidentiality which the Executive
     may have to the Company under general legal or equitable principles.

     (d) Remedies. It is expressly agreed by the Executive and the Company that
     these provisions are reasonable for purposes of preserving for the Company
     its business, goodwill and proprietary information. It is also agreed that
     if any provision is found by a court having jurisdiction to be unreasonable
     because of scope, area or time, then that provision shall be amended to
     correspond in scope, area and time to that considered reasonable by a court
     and as amended shall be enforced and the remaining provisions shall remain
     effective. In the event of any breach of these provisions by the Executive,
     the parties recognize and acknowledge that a remedy at law will be
     inadequate and the Company may suffer irreparable injury. The Executive
     acknowledges that the services to be rendered by him are of a character
     giving them peculiar value, the loss of which cannot be adequately
     compensated for in damages; accordingly, the Executive consents to
     injunctive and other appropriate equitable relief upon the institution of
     proceedings therefor by the Company in order to protect the Company's
     rights. Such relief shall be in addition to any other relief to which the
     Company may be entitled at law or in equity.

     Section 11.Termination of Employment.

     (a) Notice of Termination; Employment Termination Date.


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         (1) Any termination of the Executive's employment by the Company or the
     Executive shall be communicated by written Notice of Termination to the
     other party thereto. For purposes of this Agreement, a "Notice of
     Termination" shall mean a notice which shall indicate the specific
     termination provision in this Agreement relied upon and shall set forth in
     reasonable detail the facts and circumstances claimed to provide a basis
     for termination under the provision so indicated. Furthermore, either the
     Executive or the Company may give a Notice of Termination to the other
     party for the purpose of terminating this Agreement, as such, without
     terminating the Executive's employment with the Company, which Notice of
     Termination shall have the effect of terminating this Agreement on the
     Scheduled Employment Termination Date as in effect on the date of giving
     such Notice of Termination.

         (2) "Employment Termination Date" shall mean the date on which the
     Employment Period and the Executive's right and obligation to perform
     employment services for the Company shall terminate effective upon the
     first to occur of the following, it being understood that in no event may
     the Employment Period be terminated other than as the result of one of the
     following events:

     (A) If the Executive's employment is terminated for Disability, the date
     which is thirty (30) days after Notice of Termination is given (provided
     that the Executive shall not have returned to the performance of his duties
     on a full-time basis during such thirty (30) day period);

     (B) If the Executive's employment is terminated by the Executive for Good
     Reason or otherwise by voluntary action of the Executive (see Section
     11(e)), the date specified in the Notice of Termination, which date (except
     with the written consent of the Company to the contrary) shall not be more
     than sixty (60) days after the date that the Notice of Termination is
     given;

     (C) The death of the Executive;

     (D) The Scheduled Employment Termination Date;

     (E) If the Executive's employment is terminated by the Company for Cause
     (see Section 11(b)(1)), the date on which a Notice of Termination is given;
     provided that if within thirty (30) days after any Notice of Termination is
     given the party receiving such Notice of Termination notifies the other
     party that a dispute exists concerning the termination, the Employment
     Termination Date shall be the date on which the dispute is finally
     determined, either by mutual written agreement of the parties, by a binding
     and final arbitration award or by a final judgment, order or decree of a
     court of competent jurisdiction (the time for appeal therefrom having
     expired and no appeal having been perfected); and

     (F) If the Executive's employment is terminated by the Company other than
     for Cause, Disability or death of the Executive, the date specified in the
     Notice of Termination which date (except with the written consent of the
     Executive to the contrary) shall not be more than 60 days after the date
     that the Notice of Termination is given.

     (b) Termination for Cause.

         (1) The Company may terminate the Executive's employment and the
     Employment Period for Cause. For the purposes of this Agreement, the
     Company shall have "Cause" to terminate employment hereunder only (A) if
     termination shall have been the result of an act or acts of misconduct
     materially injurious to the Company, monetarily or otherwise, or (B) upon
     the willful and continued failure by the Executive substantially to perform
     his duties with the Company (other than any such failure resulting from
     incapacity due to mental or physical illness) after a demand in writing for
     substantial performance is delivered by the Board, which demand
     specifically identifies the manner in which the Board believes that the
     Executive has not substantially performed his duties, and such failure
     results in demonstrably material injury to the Company. The Executive's
     employment shall in no event be considered to have been terminated by the
     Company for Cause if such termination took place as the result of (i) bad
     judgment or negligence, or (ii) any act or omission without intent of
     gaining therefrom directly or indirectly a profit to which the Executive
     was not legally entitled, or (iii) any act or omission believed in good
     faith to have been in or not opposed to the interest of the Company, or
     (iv) any act or omission in respect of which a determination is made that
     the Executive met the applicable standard of



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     conduct prescribed for indemnification or reimbursement or payment of
     expenses under the Code of Regulations of the Company or the laws of the
     State of Ohio, in each case as in effect at the time of such act or
     omission. The Executive shall not be deemed to have been terminated for
     Cause unless and until there shall have been delivered to him a copy of a
     resolution duly adopted by the affirmative vote of not less than
     three-quarters of the entire membership of the Board of Directors at a
     meeting of the Board of Directors called and held for the purpose (after
     not less than 30 days written notice to the Executive and an opportunity
     for him, together with his counsel, to be heard before the Board of
     Directors, such notice of meeting to indicate the specific termination
     provision of this Agreement relied upon and specify in reasonable detail
     the facts and circumstances claimed to provide a basis for termination
     under the provision so indicated), finding that in the good faith opinion
     of the Board of Directors the Executive was guilty of conduct set forth
     above in clauses (A) or (B) of the second sentence of this paragraph and
     specifying the particulars thereof in detail.

         (2) If the Executive's employment shall be terminated for Cause, the
     Company shall pay the Executive (A) within 10 days of such termination, his
     unpaid Base Compensation through the Employment Termination Date at the
     rate in effect at the time Notice of Termination is given plus (B) within
     10 days after issuance of the Company's audited financial statements for
     the Fiscal Year in which the Employment Termination Date occurs, the
     Deferred Portion of any Incentive Bonus Compensation payable with respect
     to any previous Fiscal Year (without regard to the termination of
     Executive's employment), plus a pro-rata share of the Current Portion of
     any Incentive Bonus Compensation computed with respect to the Fiscal Year
     in which occurs the Employment Termination Date as if such termination had
     not occurred, plus (C) within 10 days following the issuance of the
     Company's audited financial statements for its Fiscal Year following the
     Fiscal Year in which the Employment Termination Date occurs, if the
     Deferred Portion of any Incentive Bonus Compensation would otherwise have
     been payable to Executive had his employment not been terminated, a
     pro-rata share of the Deferred Portion so payable.

     (c) Termination for Disability. The Company may terminate the Executive's
     employment because of the Disability of the Executive and thereafter shall
     pay to the Executive (or his successors) (1) his unpaid Base Compensation
     through the sixth full month following the Employment Termination Date at
     his then effective Base Compensation rate, plus (2) the Deferred Portion of
     any Incentive Bonus Compensation accrued and deferred with respect to any
     previous Fiscal Year, the full amount of which shall become immediately
     payable without regard to the deferral provisions of Section 5(b), plus (3)
     an amount equal to a pro-rata share of any Incentive Bonus Compensation
     calculated through the sixth full month following the Employment
     Termination Date as though all of such six month period were part of the
     Fiscal Year in which occurred the Employment Termination Date, (but
     otherwise as though such termination had not occurred) and assuming for
     purposes of calculating the amounts due, the largest amount of Incentive
     Bonus Compensation accrued for any of the two most recently completed
     Fiscal Years. No portion of such Incentive Bonus Compensation shall be
     deferred pursuant to the provisions of clause (i) of Section 5(b). In
     addition, the Executive shall be entitled to the amounts and benefits
     specified in Paragraphs (2) and (3) of Section 11(f) of this Agreement.

     (d) Termination Upon Executive's Death. In the event of the Executive's
     death, the Company shall pay to the Executive's estate (1) any unpaid
     amount of Base Compensation through the date of death at the then effective
     Base Compensation rate plus (2) the Deferred Portion of any Incentive Bonus
     Compensation accrued and deferred with respect to any previous Fiscal Year,
     the full amount of which shall become immediately payable without regard to
     the deferral provisions of Section 5(b), plus (3) an amount equal to the
     pro-rata share of any Incentive Bonus Compensation calculated with respect
     to the Fiscal Year in which the death occurs and assuming for purposes of
     calculating the amounts due, the largest amount of Incentive Bonus
     Compensation accrued for any of the two most recently completed Fiscal
     Years. No portion of such Incentive Bonus Compensation shall be deferred
     pursuant to the provisions of clause (i) of Section 5(b). All previously
     granted stock options, rights, warrants and awards shall fully vest on the
     death of the Executive, except that the provisions of the Company's Stock
     Incentive Plan and any other Benefit Plan shall control the benefits and
     awards covered thereby.

     (e) Termination of Employment by the Executive.

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         (1) The Executive may terminate his employment for Good Reason and
     receive the payments and benefits specified in Section 11(f) in the same
     manner as if the Company had terminated his employment. For purposes of
     this Agreement, "Good Reason" will exist if any one or more of the
     following occur:

         (A) Failure by the Company to honor any of its obligations under this
     Agreement, including, without limitation, its obligations under Section 3
     (Employment Capacity and Duties), Section 4 (Executive Performance
     Covenants), Section 5 (Compensation), Section 6 (Reimbursement of
     Expenses), Section 7 (Employee Benefits, Vacations, Life Insurance),
     Section 8 (Stock Options), Section 12 (Indemnification) and Section 13
     (Successors and Assigns); or

         (B) Any purported termination by the Company of the Executive's
     employment that is not effected pursuant to a Notice of Termination
     satisfying the requirements of Section 11(a) above and, for purposes of
     this Agreement, no such purported termination shall be effective.

         (C) If there is a Change in Control of the Company (as defined below)
     and the employment of the Executive is concurrently or subsequently
     terminated (i) by the Company without Cause, (ii) by service of a Notice of
     Termination or (iii) by the resignation of the Employee because he has
     reasonably determined in good faith that his titles, authorities,
     responsibilities, salary, bonus opportunities or benefits have been
     materially diminished, or that a material adverse change in his working
     conditions has occurred or the Company has breached this Agreement. For the
     purpose of this Agreement, a Change in Control of the Company has occurred
     when: (x) any person (defined for the purposes of this Section 11 to mean
     any person within the meaning of Section 13(d) of the Securities Exchange
     Act of 1934 (the "Exchange Act")), other than the Company, or an employee
     benefit plan established by the Board of Directors of the Company,
     acquires, directly or indirectly, the beneficial ownership (determined
     under Rule 13 d-3 of the regulations promulgated by the Securities and
     Exchange Commission under Section 13(d) of the Exchange Act) of securities
     issued by the Company having 20% or more of the voting power of all of the
     voting securities issued by the Company in the election of directors at the
     next meeting of the holders of voting securities to be held for such
     purpose; or (y) a majority of the directors elected at any meeting of the
     holders of voting securities of the Company are persons who were not
     nominated for such election by the Board of Directors of the Company or a
     duly constituted committee of the Board of Directors of the Company having
     authority in such matters; or (z) the Company merges or consolidates with
     or transfers substantially all of its assets to another person.

         (2) The Executive shall have the right voluntarily to terminate his
     employment other than for Good Reason prior to the Scheduled Employment
     Termination Date, and if the Executive shall so terminate his employment,
     he shall be entitled only to payment of the amounts which would be payable
     under Section 11(b)(2) had he been terminated for Cause.

     (f) Compensation Upon Certain Termination.

         (1) If the Company shall terminate the Executive's employment other
     than pursuant to Section 11(b), (c) or (d), or if the Executive shall
     terminate his employment for Good Reason pursuant to Section 11(e)(1) (but
     not a termination voluntarily by the Executive other than for Good Reason
     under Section 11(e)(2)), then the Company shall pay to the Executive the
     following amounts:

         (A) (1) His unpaid Base Compensation through the Employment Termination
     Date at his then effective Base Compensation rate, plus (2) the Deferred
     Portion of any Incentive Bonus Compensation accrued and deferred with
     respect to any previous Fiscal Year, the full amount of which shall become
     immediately payable without regard to the deferral provisions of Section
     5(b), plus (3) an amount equal to a pro-rata share of the amount of any
     Incentive Bonus Compensation payable to him with respect to the Fiscal Year
     in which occurs the Employment Termination Date (assuming for purposes of
     calculating Incentive Bonus Compensation, the largest amount thereof
     accrued for any of the two most recently completed Fiscal Years) and no
     part thereof shall be subject to the deferral provisions of clause (i) of
     Section 5(b).

         (B) In addition, the Company shall pay to the Executive promptly in a
     single lump sum in cash an amount equal to the product of (i) three,
     multiplied by (ii) 100% of the aggregate total amount which would have been
     payable to



                                      -69-
<PAGE>   9

     Executive under Section 5 for the entire Fiscal Year in which occurs the
     Employment Termination Date as if his employment had not been terminated
     (and without deduction or offset for any amounts actually paid for such
     Fiscal Year on account of Base Compensation or Incentive Bonus
     Compensation, under Section 5, this Section 11 or otherwise), and assuming
     for purposes of calculating (x) the Base Compensation, 100% of the amount
     thereof at the annual rate payable for such Fiscal Year pursuant to Section
     5(a) and (y) the Incentive Bonus Compensation, the largest amount thereof
     accrued for any of the two most recently completed Fiscal Years. For
     purposes of the foregoing calculation, no part of the Incentive Bonus
     Compensation shall be subject to the deferral provisions of clause (i) of
     Section 5(b).

         (C) The Company shall also pay all legal fees and expenses incurred as
     a result of such termination (including all such fees and expenses, if any,
     incurred in contesting or disputing any such termination, in seeking to
     obtain or enforce any right or benefit provided by this Agreement, or in
     interpreting this Agreement). The Company agrees, in the event the
     Executive desires to relocate within one year after the Date of
     Termination, to pay for (or reimburse) all reasonable moving expenses
     incurred relating to a change of principal residence in connection with
     such relocation and to indemnify the Executive in connection with any loss
     he may sustain in the sale of his primary residence.

         (D) The Executive shall be under no obligation to seek other employment
     and there shall be no offset against any amounts due the Executive under
     this Agreement on account of any remuneration attributable to any
     subsequent employment that the Executive may obtain (any amounts due under
     this Section 11(f) are in the nature of severance payments, or liquidated
     damages, or both, and are not in the nature of a penalty).

         (2) Unless the Executive is terminated for Cause, the Company shall
     maintain in full force and effect, for the Executive's continued benefit
     through the Scheduled Employment Termination Date, all active and retired
     Benefit Plans and other benefit programs or arrangements in which he was
     entitled to participate immediately prior to the Scheduled Employment
     Terminate Date (except as specified in Section 7(a) of this Agreement),
     provided that continued participation is possible under the general terms
     and provisions of such plans and programs. In the event that participation
     in any such plan or program is barred, the Company shall arrange to provide
     him with benefits substantially similar to those which he is entitled to
     receive under such plans and programs.

         (3) Unless the Executive is terminated for Cause, the Company shall
     allow the Executive at Company expense, to continue to utilize the services
     of Ernst & Young, Steven D. Elsea & Co., and/or another accountant or
     attorney of his choice for assistance in enforcing this Agreement and
     preparation of his tax returns for the year following termination of
     employment.

     (g) Compensation Upon Disability. During any period that the Executive
     fails to perform his duties hereunder as a result of incapacity due to
     physical or mental illness, he shall continue to receive his full Base
     Compensation at the rate then in effect and his full Incentive Bonus
     Compensation calculated according to the provisions of Section 5(b); all
     until this Agreement is terminated pursuant to Section 11(c) hereof.
     Thereafter, his benefits shall be determined in accordance with the
     Company's Benefit Plans.

     Section 12. Certain Tax Matters

     (a) Optional Right of Partial Disclaimer

         It is recognized that under certain circumstances:

         (1) Payments or benefits provided to the Executive under this Agreement
     and/or under the attached Stock Option Addendum or the Company's 1994 Stock
     Incentive Plan Agreements might give rise to an "excess parachute payment"
     within the meaning of Section 280G of the Internal Revenue Code of 1986, or
     any successor provision thereof.

         (2) It might be beneficial to the Executive to disclaim some portion of
     the payment or benefit in order to avoid such "excess parachute payment"
     and thereby avoid the imposition of an excise tax resulting therefrom.


                                      -70-
<PAGE>   10

         (3) Under such circumstances it would not be to the disadvantage of the
     Company to permit the Executive to disclaim any such payment or benefit in
     order to avoid the "excess parachute payment" and the excise tax resulting
     therefrom.

         Accordingly, the Executive may, at the Executive's option, exercisable
     at any time or from time to time, disclaim any entitlement to any portion
     of the payment or benefits arising under this Agreement and/or under the
     attached Stock Option Addendum or the Company's 1994 Incentive Stock Plan
     which would constitute "excess parachute payments," and it shall be the
     Executive's choice as to which payments or benefits shall be so
     surrendered, if and to the extent that the Executive exercises such option,
     so as to avoid "excess parachute payments."

     (b) Additional Payments

         (1) Anything in this Agreement to the contrary notwithstanding, in the
     event it shall be determined (as hereafter provided) that any payment or
     distribution to or for the Executive's benefit, whether paid or payable or
     distributed or distributable pursuant to the terms of this Agreement or
     otherwise pursuant to or by reason of any other agreement, policy, plan,
     program or arrangement (including without limitation the attached Stock
     Option Addendum or the 1994 Stock Incentive Plan or other similar
     agreement), or similar right (a "Payment"), would be subject to the excise
     tax imposed by Section 4999 of the Internal Revenue Code of 1986 (or any
     successor provision thereto), or any interest or penalties with respect to
     such excise tax (such excise tax, together with any such interest and
     penalties, are hereafter collectively referred to as the "Excise Tax"),
     then the Executive shall be entitled to receive an additional payment or
     payments (a "Gross-Up Payment") in an amount such that, after payment by
     the Executive of all taxes (including any interest or penalties imposed
     with respect to such taxes), including any Excise Tax, imposed upon the
     Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
     equal to the Excise Tax imposed upon the Payments.

         (2) Subject to the provisions of Section 12(b) (5), all determinations
     required to be made under this Section Section 12(b), including whether an
     Excise Tax is payable by the Executive, the amount of such Excise Tax,
     whether a Gross-Up Payment is required, and the amount of such Gross-Up
     Payment, shall be made by Steven Elsea C.P.A. or a nationally-recognized
     legal or accounting firm (the "Firm") selected by the Executive in the
     Executive's sole discretion. The Executive agrees to direct the Firm to
     submit its determination and detailed supporting calculations to both the
     Executive and the Company as promptly as practicable. If the Firm
     determines that any Excise Tax is payable by the Executive and that a
     Gross-Up Payment is required, the Company shall pay the Executive the
     required Gross-Up Payment within ten business days after receipt of such
     determination and calculations. If the Firm determines that no Excise Tax
     is payable by the Executive, it shall, at the same time as it makes such
     determination, furnish the Executive with an opinion that the Executive has
     substantial authority not to report any Excise Tax on the Executive's
     federal income tax return. Any determination by the Firm as to the amount
     of the Gross-Up Payment shall be binding upon the Executive and the
     Company. As a result of the uncertainty in the application of Section 4999
     of the Internal Revenue Code of 1986 (or any successor provision thereto)
     at the time of the initial determination by the Firm hereunder, it is
     possible that Gross-Up Payments which will not have been made by the
     Company should have been made (an "Underpayment"). In the event that the
     Company exhausts its remedies pursuant to Section 12(b)(5) hereof and the
     Executive thereafter is required to make a payment of any Excise Tax, the
     Executive may direct the Firm to determine the amount of the Underpayment
     (if any) that has occurred and to submit its determination and detailed
     supporting calculations to both the Executive and the Company as promptly
     as possible. Any such Underpayment shall be promptly paid by the Company to
     the Executive, or for the Executive's benefit, within ten business days
     after receipt of such determination and calculations.

         (3) The Executive and the Company shall each provide the Firm access to
     and copies of any books, records and documents in the possession of the
     Company or the Executive, as the case may be, reasonably requested by the
     Firm, and otherwise cooperate with the Firm in connection with the
     preparation and issuance of the determination contemplated by Section
     12(b)(2) hereof.


                                      -71-
<PAGE>   11

         (4) The fees and expenses of the Firm for its services in connection
     with the determinations and calculations contemplated by Section 12(b)(2)
     hereof shall be borne by the Company. If such fees and expenses are
     initially paid by the Executive, the Company shall reimburse the Executive
     the full amount of such fees and expenses within ten business days after
     receipt from the Executive of a statement therefor and reasonable evidence
     of the Executive's payment thereof.

         (5) The Executive agrees to notify the Company in writing of any claim
     by the Internal Revenue Service that, if successful, would require the
     payment by the Company of a Gross-Up Payment. Such notification shall be
     given as promptly as practicable but no later than 10 business days after
     the Executive actually receives notice of such claim. The Executive agrees
     to further apprise the Company of the nature of such claim and the date on
     which such claim is requested to be paid (in each case, to the extent known
     by the Executive). The Executive agrees not to pay such claim prior to the
     earlier of (a) the expiration of the 30-calendar-day period following the
     date on which the Executive gives such notice to the Company and (b) the
     date that any payment with respect to such claim is due. If the Company
     notifies the Executive in writing at least five business days prior to the
     expiration of such period that it desires to contest such claim, the
     Executive agrees to:

         (a) provide the Company with any written records or documents in the
     Executive's possession relating to such claim reasonably requested by the
     Company;

         (b) take such action in connection with contesting such claim as the
     Company shall reasonably request in writing from time to time, including
     without limitation accepting legal representation with respect to such
     claim by an attorney competent in respect of the subject matter and
     reasonably selected by the Company;

         (c) cooperate with the Company in good faith in order effectively to
     contest such claim; and

         (d) permit the Company to participate in any proceedings relating to
     such claim;

provided, however, that the Company shall bear and pay directly all costs and
     expenses (including interest and penalties) incurred in connection with
     such contest and shall indemnify and hold the Executive harmless, on an
     after-tax basis, from and against any Excise Tax or income tax, including
     interest and penalties with respect thereto, imposed as a result of such
     representation and payment of costs and expenses. Without limiting the
     foregoing provisions of this Section 12(b)(5), the Company shall control
     all proceedings taken in connection with the contest of any claim
     contemplated by this Section 12(b)(5) and, at its sole option, may pursue
     or forego any and all administrative appeals, proceedings, hearings and
     conferences with the taxing authority in respect of such claim (provided,
     however, that the Executive may participate therein at the Executive's own
     cost and expense) and may, at its option, either direct the Executive to
     pay the tax claimed and sue for a refund or contest the claim in any
     permissible manner, and the Executive agrees to prosecute such contest to a
     determination before any administrative tribunal, in a court of initial
     jurisdiction and in one or more appellate courts, as the Company shall
     determine; provided, however, that if the Company directs the Executive to
     pay the tax claimed and sue for a refund, the Company shall advance the
     amount of such payment to the Executive on an interest-free basis and shall
     indemnify and hold the Executive harmless, on an after-tax basis, from any
     Excise Tax or income tax, including interest or penalties with respect
     thereto, imposed with respect to such advance; and provided further,
     however, that any extension of the statute of limitations relating to
     payment of taxes for the Executive's taxable year with respect to which the
     contested amount is claimed to be due is limited solely to such contested
     amount. Furthermore, the Company's control of any such contested claim
     shall be limited to issues with respect to which a Gross-Up Payment would
     be payable hereunder and the Executive shall be entitled to settle or
     contest, as the case may be, any other issue raised by the Internal Revenue
     Service or any other taxing authority.

     (6) If, after the receipt by the Executive of an amount advanced by the
     Company pursuant to Section 12(b)(5) hereof, the Executive receives any
     refund with respect to such claim, the Executive agrees (subject to the
     Company's complying with the requirements of Section 12(b)(5) hereof) to
     promptly pay to the Company the amount of such refund (together with any
     interest paid or credited thereon after any taxes applicable thereto). If,
     after the Executive's receipt of an amount advanced by the Company pursuant
     to Section 12(b)(5) hereof, a determination is made that the Executive is
     not entitled to any



                                      -72-
<PAGE>   12

     refund with respect to such claim and the Company does not notify the
     Executive in writing of its intent to contest such denial of refund prior
     to the expiration of 30 calendar days after such determination, then such
     advance shall be forgiven and shall not be required to be repaid and the
     amount of such advance shall offset, to the extent thereof, the amount of
     Gross-Up Payment required to be paid pursuant to this Section 12(b).

     Section 13. Indemnification. As an employee, officer and director of the
     Company, the Executive shall be indemnified against all liabilities,
     damages, fines, costs and expenses by the Company in accordance with the
     indemnification provisions of the Company's Code of Regulations as in
     effect on the date hereof, and otherwise to the fullest extent to which
     employees, officers and directors of a corporation organized under the laws
     of Ohio may be indemnified pursuant to Section 1701.13(E), Ohio Revised
     Code, as the same may be amended from time to time (or any subsequent
     statute of similar tenor and effect), subject to the terms and conditions
     of such statute.

     Section 14. Arbitration. Any dispute or controversy arising under or in
     connection with this Agreement shall be settled exclusively by arbitration
     in Columbus, Ohio in accordance with the rules of the American Arbitration
     Association then in effect; provided that all arbitration expenses shall be
     borne by the Company. Notwithstanding the pendency of any dispute or
     controversy concerning termination or the effects thereof, the Company will
     continue to pay the Executive his full compensation in effect immediately
     before any Notice of Termination giving rise to the dispute was given
     (including, but not limited to, Base Salary and incentive pay) and continue
     him as a participant in all compensation, benefit and insurance plans in
     which he was then participating, until the dispute is finally resolved.
     Judgment may be entered on the arbitrators' award in any court having
     jurisdiction; provided, however, that the Executive shall be entitled to
     seek specific performance of his right to be paid until the Employment
     Termination Date during the pendency of any dispute or controversy arising
     under or in connection with this Agreement.

     Section 15. Successors and Assigns. Except as hereinafter expressly
     provided, the agreements, covenants, terms and provisions of this Agreement
     shall bind the respective heirs, executors, administrators, successors and
     assigns of the parties. Specifically, and not by way of limitation of the
     foregoing, the Executive shall be bound by the terms and conditions of this
     Agreement to any successor assignee of the Company's rights and obligations
     hereunder as a result of any merger, consolidation or sale or lease of all
     or substantially all of the Company's business and assets. If any successor
     (whether direct or indirect, by purchase, merger, consolidation or
     otherwise) to all or substantially all of the business and/or assets of the
     Company fails, concurrently with the effectiveness of any such succession,
     to agree in writing in form and substance reasonably satisfactory to the
     Executive expressly to assume and agree to perform this Agreement in the
     same manner and to the same extent that the Company would be required to
     perform if no such succession had taken place, then the Executive shall
     have the right, effected by notice to such successor not later than 90 days
     after the effectiveness of such succession, to terminate the Employment
     Period under Section 11(e) as though such failure was an uncured breach by
     the Company of a material covenant or agreement of the Company contained in
     this Agreement.

     If the Executive should die while any amounts are payable to him hereunder,
     or if by reason of his death payments are to be made to him hereunder, then
     this Agreement shall inure to the benefit of and be enforceable by the
     Executive's executors, administrators, heirs, distributees, devisees and
     legatees and all amounts payable hereunder shall then be paid in accordance
     with the terms of this Agreement to the Executive's devisee, legatee or
     other designee or, if there is no such designee, to his estate.

     This Agreement is personal in nature and neither of the parties hereto
     shall, without the consent of the other, assign or transfer this Agreement
     or any rights or obligations hereunder, except as hereinbefore provided in
     this Section 15. Without limiting the foregoing, the Executive's right to
     receive payments hereunder shall not be assignable or transferable, whether
     by pledge, creation of a security interest or otherwise, other than a
     transfer by his will or by the laws of descent or distribution, and in the
     event of any attempted assignment or transfer contrary to this paragraph
     the Company shall have no liability to pay to the purported assignee or
     transferee any amount so attempted to be assigned or transferred.

     As used in this Agreement, the "Company" shall mean the Company as
     hereinbefore defined and any successor to its business and/or assets as
     aforesaid which executes and delivers the agreement provided for in the
     first paragraph of this Section 15 or which otherwise becomes bound by all
     the terms and provisions of this Agreement by operation of law.

                                      -73-
<PAGE>   13

     Section 16. Notices. Any notice or other communication required or desired
     to be given hereunder shall be in writing and shall be deemed sufficiently
     given when personally delivered or when mailed by first class certified
     mail, return receipt requested and postage prepaid, addressed to the
     parties at their respective addresses set forth under their respective
     signatures below or such other person or addresses as shall be given by
     notice of any party.

     Section 17. Waiver; Remedies Cumulative. No waiver of any right or option
     hereunder by any party shall operate as a waiver of any other right or
     option, or the same right or option as respects any subsequent occasion for
     its exercise, or of any legal remedy. No waiver by any party of any breach
     of this Agreement or of any agreement or covenant contained herein shall be
     held to constitute a waiver of any other breach or a continuation of the
     same breach. All remedies provided by this Agreement are in addition to all
     other remedies by it or the law provided.

     Section 18. Governing Law; Severability. This Agreement is made and is
     expected to be performed in Ohio, and the various terms, provisions,
     covenants and agreements, and the performance thereof, shall be construed,
     interpreted and enforced under and with reference to the laws of the State
     of Ohio. It is the intention of the Company and the Executive to comply
     fully with all laws and matters of public policy relating to employment
     agreements and restrictive covenants, and this Agreement shall be construed
     consistently with such laws and public policy to the extent possible. If
     and to the extent any one or more covenants, agreements, terms and
     provisions of this Agreement or any portion or portions thereof shall be
     held invalid or unenforceable by a court of competent jurisdiction, then
     such covenants, agreements, terms and provisions (or portions thereof)
     shall be deemed separable from the remaining covenants, agreements, terms
     and provisions of this Agreement and such holding shall in no way affect
     the validity or enforceability of any of the other covenants, agreements,
     terms and provisions hereof.

     Section 19. Miscellaneous. This Agreement constitutes the entire
     understanding of the parties hereto with respect to the subject matter
     hereof. This Agreement may not be modified, changed or amended except in a
     writing signed by each of the parties hereto. This Agreement may be signed
     in multiple counterparts, each of which shall be deemed an original hereof.
     The captions of the several Sections and subSections of this Agreement are
     not a part of the context hereof, are inserted only for convenience in
     locating such Sections and subSections and shall be ignored in construing
     this Agreement.

     Section 20. Agreement Void. This Agreement shall be void and of no force
     and effect if, and only if, the Company does not close on the IPO on or
     before December 31, 1994.


     [SIGNATURES FOLLOW ON NEXT PAGE]
     IN WITNESS WHEREOF, the Company and the Executive have executed multiple
     counterparts of this Agreement.

Company:                                             Executive:

AMERILINK CORPORATION
1900 East Dublin-Granville Road
Columbus, Ohio  43229


By:
Name:  Larry R. Linhart                         Name:    Larry R. Linhart
Title: Chairman of the Board                    Address: 65 South Merkle Road
       of Directors, President                           Columbus, Ohio  43209
       and Chief Executive Officer


and by:


                                      -74-
<PAGE>   14

Name:  Robert Powelson
Title: Secretary


     [STOCK OPTION ADDENDUM FOLLOWS ON NEXT PAGE]
     STOCK OPTION ADDENDUM
     to
     Executive Employment Agreement
     between
     AmeriLink Corporation
     and
     Larry R. Linhart ("Executive")


     Performance-Based Option

     As of ______________, 1994


     Subject to all of the terms and conditions contained herein, the
     undersigned AMERILINK CORPORATION, an Ohio corporation (the "Company"),
     hereby grants to LARRY R. LINHART (the "Executive") the following options
     to purchase shares (the "Executive Option Shares") of the Company's common
     stock, without par value ("Common Shares") as follows:

     Recitals:

     A. Pursuant to Stock Purchase and Close Corporation Agreement dated January
     15, 1987, among AmeriLink Corp., an Ohio corporation (the "Operating
     Company") and its shareholders, E. Len Gibson ("Gibson"), Robert L.
     Powelson ("Powelson") and the Executive, Gibson and Powelson granted to the
     Executive (together with Gibson and Powelson, the "Shareholders") the
     option to purchase up to five percent (5%) of the common stock of the
     Operating Company, up to two and one-half percent (2-1/2%) each from Gibson
     and Powelson, upon the terms and conditions therein stated (such options
     being herein called the "1987 Options");

     B. Under a certain "Second Amendment to Stock Purchase and Close
     Corporation Agreement" dated November 30, 1991 among the Operating Company
     and the Shareholders, Gibson and Powelson granted to the Executive the
     option to purchase up to an additional eight and one-third percent (8-1/3%)
     of the common stock of the Operating Company, up to four and one-sixth
     percent (4-1/6%) each, from Gibson and Powelson, upon the terms and
     conditions therein stated (such options being herein called the "1991
     Options"); and

     C. The Shareholders are parties to a certain Recapitalization Agreement and
     Plan of Merger, pursuant to which, among other things, the Shareholders
     will contribute all of their Common Stock in the Operating Company to
     AmeriLink Holdings Corporation, an Ohio corporation ("AHC") and receive in
     exchange, common shares of AHC in proportion to their respective equities
     in AHC, and AHC has, in turn, assumed the obligation of Gibson and Powelson
     to perform their obligations pursuant to the 1987 Options and the 1991
     Options and has agreed to issue and sell to Executive, upon his exercise of
     such options, a proportionate equivalent number of common shares of AHC
     upon his exercise of such options and payment of the purchase price thereof
     in accordance with the terms and conditions thereof, and to cause the
     successors and assigns of AHC to be bound by and agree to perform such
     duties and obligations of Powelson and Gibson under the 1987 Options and
     1991 Options; and

     D. Pursuant to the Recapitalization Agreement, AHC is about to or has
     merged with and into the Company and pursuant thereto, among other things,
     the Company has agreed to assume and perform the obligations of AHC with

                                      -75-
<PAGE>   15

     respect to the performance of the 1987 Options and the 1991 Options and the
     performance of the obligations of Gibson and Powelson thereunder; and

     E. The Company and Executive are entering into this Stock Option Addendum
     for the purpose of amending (but only in the respects hereinafter
     reflected) and restating the 1987 Options and the 1991 Options.

     Restated Option Agreement

     Performance-Based Option

     The Company and Executive hereby agree as follows:

     Subject to all of the terms and conditions contained herein, the Company
     hereby grants to Executive the following performance-based options to
     purchase Common Shares:

     1. 1987 Options. The Company hereby grants to Executive the right and
     option to purchase from the Company 135,000 Common Shares (the "1987
     Option") upon the following terms and conditions:

         (a) Term of 1987 Option. The 1987 Option shall be effective throughout
     the Employment Period and must be exercised on or before the Employment
     Termination Date, subject, however to the provisions of Section 5 below.

         (b) Purchase Price. The purchase price for the 1987 Option shall be
     $4.00 per Common Share (the "1987 Exercise Price").

         (c) Options Non-transferable. Executive's option rights with respect to
     the 1987 Option are non-transferable and are personal to Executive and may
     be exercised only by Executive and by no one else.

     2. 1991 Options. In addition to the 1987 Option, the Company grants to
     Executive the right and option to purchase from the Company 225,000 Common
     Shares (the "1991 Option") upon the following terms and conditions:

         (a) Term of 1991 Option. The 1991 Option shall remain effective
     throughout the Employment Period and for a period of 180 days following the
     Employment Termination Date.

         (b) Purchase Price. The purchase price for the 1991 Option shall be
     $6.35 per Common Share.

         (c) Time of Exercise. Except as set forth herein, there are no
     conditions to the exercise or the exercisability by the Executive of 1991
     Options.

     3. Securities Act. etc. In the absence of an effective Registration
     Statement under the Securities Act of 1933, as from time to time in effect
     (the "Act"), relating thereto, the Company shall not be required to
     register a transfer of shares delivered or deliverable upon exercise of the
     1987 and the 1991 Option ("Delivered Shares") on its books unless the
     Company shall have been provided with an opinion of counsel satisfactory to
     it prior to such transfer that registration under the Act is not required
     in connection with the transaction resulting in such transfer. Each
     certificate evidencing Delivered Shares or issued upon any transfer of
     Delivered Shares shall bear an appropriate restrictive legend, except that
     such certificate shall not bear such a restrictive legend if the opinion of
     counsel referred to above is to the further effect that such legend is not
     required in order to establish compliance with the provisions of the Act.
     Nothing in this paragraph 3 shall modify or otherwise effect the provisions
     applicable to the Delivered Shares of, or the obligations of the Executive
     pursuant to, paragraph 4 hereof or the Shareholders Agreement referred to
     therein.

     4. Shareholders Agreement. By acceptance of the 1987 and 1991 Options,
     Executive agrees that all shares issued upon the exercise hereof shall
     become "Shares" for purposes of the Shareholders Agreement dated [as of the
     date hereof] among the Company and the Shareholders (as defined therein).


                                      -76-
<PAGE>   16

     5.  Termination, Exercise, etc.

         (a) The 1987 and 1991 Options shall expire and terminate, to the extent
     not previously exercised, as to all 1987 and 1991 Option Shares, whether or
     not they have become exercisable on the termination of the Executive's
     employment by the Company; provided, however that: (i) in the event the
     employment of the Executive by the Company shall be terminated by reason of
     the Executive's death, the [1987 and] 1991 Options shall, to the extent
     exercisable, at the date of the Executive's death, be exercisable by the
     Executive's estate or any trust established solely for the benefit of one
     or more of the Executive's heirs (such estate and each such trust being
     referred to herein, collectively, as the "Estate") during the period
     beginning on the date of the Executive's death and ending on the one
     hundred eightieth (180th) day thereafter; (ii) in the event the employment
     of the Executive by the Company shall be terminated other than by reason of
     the Executive's death, the [1987 and] 1991 Options shall, to the extent
     exercisable at the date of such termination, be exercisable by the
     Executive during the period beginning on the date of such termination and
     ending on the ninetieth (90th) day thereafter; and (iii) no termination of
     the [1987 and] 1991 Options shall modify or otherwise affect the provisions
     applicable to the Delivered Shares of, or the obligations of the Executive
     pursuant to, the Shareholders Agreement referred to in Section 4 hereof.

         (b) Subject to the preceding paragraph 5(a) and the other provisions of
     this Addendum, the [1987 and] 1991 Options may, to the extent exercisable
     but not previously exercised, be exercised at any time and from time to
     time, in whole or in part, by written notice delivered to the Company
     signed by the Executive or the Estate thereof. Such notice shall state the
     number of [1987 and] 1991 Option Shares in respect to which the [1987 and]
     1991 Options are being exercised, shall contain the acknowledgement and
     agreement of the Executive or the Estate thereof that the Delivered Shares
     are subject to the Shareholders Agreement as Shares thereunder and shall
     also contain such representations and warranties of the Executive or the
     Estate thereof as the Company may then deem necessary or desirable in order
     to comply with federal or state securities laws or as may otherwise be
     reasonably requested by the Company; and shall be accompanied either (i) by
     payment in full (in cash, by personal check or by any other method
     acceptable to the Company) of the full Exercise Price in respect thereof or
     (ii) delivery to the Company of that number of Common Shares owned by the
     Executive and having a fair market value (determined reasonably and in good
     faith by the Board of Directors and, if reasonably possible, prior to such
     exercise) equal to the full Exercise Price in respect thereof. In addition,
     the Company shall have the right to require that the Executive or the
     Estate thereof, when exercising the 1987 and 1991 Options in whole or in
     part, remit to the Company an amount sufficient to satisfy any federal,
     state or local withholding tax requirements (or make other arrangements
     satisfactory to the Company with regard to such taxes prior to the delivery
     of any Delivered Shares pursuant to such exercise, including without
     limitation by withholding Delivered Shares otherwise deliverable upon such
     exercise, and, if requested by the Executive or such Estate, the Company
     shall so withhold at least a number of Delivered Shares requested to be so
     withheld by the Executive at the time of such exercise. As soon as
     practicable after such notice and payment shall have been received, the
     Company shall deliver a certificate or certificates representing the number
     of Delivered Shares with respect to which the Performance-Based Option was
     exercised, registered in the name of the person or persons exercising the
     Performance-Based Option.

         (c) All Delivered Shares that shall be purchased upon the exercise of
     the 1987 and 1991 Options as provided herein shall be fully paid and
     non-assessable.

     6. Certain Conditions. In the event the Company (i) pays a dividend or
     makes a distribution on its Common Stock in shares of Common Stock, (ii)
     subdivides its outstanding shares of Common Stock into a greater number of
     shares, (iii) combines its outstanding shares of Common Stock into a
     smaller number of shares, (iv) makes a distribution on its Common Stock in
     shares of its capital stock other than Common Stock, (v) issues by
     reclassification of its Common Stock any shares of its capital stock, or
     (vi) consummates any merger, reorganization or consolidation pursuant to
     which any securities or other consideration is issued to the holders of
     outstanding shares of capital stock of the Company (each an "Adjustment
     Event"), then, upon the exercise of the 1987 and 1991 Options in whole or
     in part on or after the record date for determining the holders of record
     of outstanding shares to which such Adjustment Event shall apply, the
     Executive shall be entitled to receive such securities of the Company or
     other consideration as the Executive would have



                                      -77-
<PAGE>   17


     held immediately after the consummation of such Adjustment Event had the
     Delivered Shares issuable upon such exercise been held by the Executive on
     such record date.

     7. Hardship Withdrawal. Notwithstanding any other provision hereof, the
     Optionee shall not be entitled to exercise this option during the period of
     twelve months immediately following the date upon which the Optionee
     receives a "hardship withdrawal" from a retirement plan sponsored by the
     Company which then qualifies under Section 401(k) of the Internal Revenue
     Code of 1986, as amended, and during such twelve month period all rights of
     the Optionee to exercise this option shall be suspended.

     8. Miscellaneous. Except as specifically otherwise provided in Section 6
     hereof as to exercise by the Executive's Estate, the 1987 and 1991 Options
     may not be assigned or transferred, in whole or in part, whether by
     operation of law, upon death or otherwise, by the Executive without the
     written consent of the Company which the Company may withhold in its sole
     and absolute discretion, with or without any reason. Neither the 1987
     Option nor the 1991 Option are intended to constitute an "incentive stock
     option" as that term is used in Section 422 of the Internal Revenue Code of
     1986, as amended, and shall not be treated as incentive stock options. The
     1987 and 1991 Options shall be governed by and construed in accordance with
     the laws of the State of Ohio.

                                            AMERILINK CORPORATION


                                            By
                                            Name:
                                            Title:

AMERILINK CORPORATION


     AMENDMENT NO. 1 TO
      EXECUTIVE EMPLOYMENT AGREEMENT


     This AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (the"Amendment") is
     made in Columbus, Ohio effective as of ______________, 1997, by and between
     AMERILINK CORPORATION, an Ohio corporation (the "Company"), and LARRY R.
     LINHART, an individual residing in New Albany, Ohio (the "Executive"), who,
     for and in consideration of the mutual promises hereinafter made and other
     good and valuable consideration, each of them intending to be bound hereby,
     agree that that certain Executive Employment Agreement dated as of August
     19, 1994 between the Company and the Executive, including the Stock Option
     Addendum of even date therewith (together, the "Agreement") shall be and
     hereby is modified and amended as hereinafter provided:

     SECTION 1. DEFINITIONS. As used herein, capitalized terms shall have the
     meanings set forth in the Agreement unless expressly otherwise defined
     herein.

     SECTION 2. COMPENSATION. Section 5(b) of the Agreement is hereby amended
     and restated in its entirety as follows:

         (b) Incentive Bonus Compensation. The Executive shall be paid
     "Incentive Bonus Compensation" for each Fiscal Year in an amount equal to
     5% of the Qualifying Excess Income (as hereinafter defined), if any, for
     such Fiscal Year. The Incentive Bonus Compensation earned for any Fiscal
     Year shall be payable to the Executive by the Company within 10 days after
     the issuance of the Company's audited financial statements for the Fiscal
     Year involved. As used herein, the "Qualifying Excess Income" for any
     Fiscal Year shall mean the amount, if any, by which the Aggregate Operating
     Income for the Fiscal Year, up to a maximum Aggregate Operating Income
     amount of $3,706,500, exceeds $1,588,500 (with both numbers being adjusted
     annually by the COLA Adjustment as of the beginning of each Fiscal Year
     commencing with the Fiscal Year which begins in 1995). The "Aggregate
     Operating Income" for any Fiscal Year



                                      -78-
<PAGE>   18

     shall be equal to the Net Income of the Company for the Fiscal Year,
     calculated before taking into account (i) deductions for any item of
     compensation, fees or bonuses paid or payable by the Company or any of the
     Subsidiaries to any of the Shareholders, whether as officer, director,
     consultant, agent, contractor or otherwise, (ii) deductions for non-cash
     compensation expense associated with the exercise of stock options or the
     granting of other rights or interests in securities of the Company,
     so-called phantom stock interests and similar incentive compensation
     arrangements, by any or all executive officers of the Company (including,
     but not limited to, Mr. Linhart), (iii) deductions for interest expense and
     any taxes on income and (iv) any other items properly reportable on the
     audited financial statements of the Company below the "income from
     operations" line, such as interest income and expense and other types of
     investment income, loss or expense (provided, however, that gain or loss
     from the sale or other disposition of depreciable assets used by the
     Company in the ordinary course of its trade or business shall be taken into
     account).

     SECTION 3. TERMINATION OF EMPLOYMENT.

         (a) Section 11(b)(2) of the Agreement is hereby amended and restated in
     its entirety as follows:

                  (2) If the Executive's employment shall be terminated for
     Cause, the Company shall pay the Executive (A) within 10 days of such
     termination, his unpaid Base Compensation through the Employment
     Termination Date at the rate in effect at the time Notice of Termination is
     given plus (B) within 10 days of such termination, the amount of any unpaid
     Incentive Bonus Compensation earned with respect to any previous Fiscal
     Year (without regard to the termination of Executive's employment or of the
     time of delivery of the Company's annual audited financial statements),
     plus (C) within 10 days following the issuance of the Company's audited
     financial statements for its Fiscal Year in which the Employment
     Termination Date occurs, a pro-rata share of any Incentive Bonus
     Compensation with respect to the Fiscal Year in which the Employment
     Termination Date occurs, which would otherwise have been payable to
     Executive had his employment not been so terminated.

         (b) Section 11(c) of the Agreement is hereby amended and restated in
     its entirety as follows:

                  (c) Termination for Disability. The Company may terminate the
     Executive's employment because of the Disability of the Executive and
     thereafter shall pay to the Executive (or his successors) (1) his unpaid
     Base Compensation through the sixth full month following the Employment
     Termination Date at his then effective Base Compensation rate, plus (2) the
     amount of any Incentive Bonus Compensation with respect to any previous
     Fiscal Year, which shall become immediately payable without regard to the
     time of delivery of the company's annual audited financial statements, plus
     (3) an amount equal to a pro-rata share of any Incentive Bonus Compensation
     calculated through the sixth full month following the Employment
     Termination Date as though all of such six-month period were part of the
     Fiscal Year in which occurred the Employment Termination Date (but
     otherwise as though such termination had not occurred), and which shall be
     immediately payable assuming for purposes of calculating the amounts due,
     the largest amount of Incentive Bonus Compensation accrued for any of the
     two most recently completed Fiscal Years. In addition, the Executive shall
     be entitled to the amounts and benefits specified in Paragraphs (2) and (3)
     of Section 11(f) of this Agreement.

         (c) Section 11(d) shall be and hereby is amended and restated in its
     entirety as follows:

                  (d) Upon Executive's Death. In the event of the Executive's
     death, the Company shall pay to the Executive's estate (1) any unpaid
     amount of Base Compensation through the date of death at the then effective
     Base Compensation rate plus (2) the amount of any Incentive Bonus
     Compensation earned and unpaid with respect to any previous Fiscal Year,
     which shall become immediately payable without regard to the time of
     delivery of the Company's annual audited financial statements, plus (3) an
     amount equal to the pro-rata share of any Incentive Bonus Compensation
     calculated with respect to the Fiscal Year in which the death occurs, and
     which shall be immediately payable assuming for purposes of calculating the
     amounts due, the largest amount of Incentive Bonus Compensation accrued for
     any of the two most recently completed Fiscal Years (but otherwise as
     though such Termination had not occurred). All previously granted stock
     options, rights, warrants and awards shall fully vest on the death of the
     Executive, except that the



                                      -79-
<PAGE>   19


     provisions of the Company's Stock Incentive Plan and any other Benefit Plan
     shall control the benefits and awards covered thereby.

         (d) Clauses (A) and (B) of Paragraph (1) of Section 11(f) (Compensation
     Upon Certain Termination), shall be and hereby are amended and restated in
     their entirety as follows:

                  (A) (i) His unpaid Base Compensation through the Employment
     Termination Date at his then effective Base Compensation rate, plus (ii)
     the amount of any Incentive Bonus Compensation earned and unpaid with
     respect to any previous Fiscal Year, which shall become immediately payable
     without regard to the time of delivery of the Company's annual audited
     financial statements, plus (iii) an amount equal to a pro-rata share of the
     amount of any Incentive Bonus Compensation calculated with respect to the
     Fiscal Year in which occurs the Employment Termination Date, and which
     shall be immediately due and payable assuming for purposes of calculating
     the amounts due, the largest amount thereof accrued for any of the two most
     recently completed Fiscal Years.


(B)  In addition, the Company shall pay to the Executive promptly in a single
     lump sum in cash an amount equal to the product of (i) three, multiplied by
     (ii) 100% of the aggregate total amount which would have been payable to
     Executive under Section 5 of this Agreement for the entire Fiscal Year in
     which occurs the Employment Termination Date as if his employment had not
     been terminated (and without deduction or offset for any amounts actually
     paid for such Fiscal Year on account of Base Compensation or Incentive
     Bonus Compensation, under Section 5, this Section 11 or otherwise), and
     assuming for purposes of calculating (x) the Base Compensation, 100% of the
     amount thereof at the annual rate payable for such Fiscal Year pursuant to
     Section 5(a) above and (y) the Incentive Bonus Compensation, the largest
     amount thereof accrued for any of the two most recently completed Fiscal
     Years.


AMERILINK CORPORATION

Amendment No. 2 To
Executive Employment Agreement


     This AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT (the "Amendment") is
     made in Columbus, Ohio effective as of August 4, 1998, by and between
     AMERILINK CORPORATION, an Ohio corporation (the "Company"), and LARRY R.
     LINHART, an individual residing in New Albany, Ohio (the "Executive"), who,
     for and in consideration of the mutual promises hereinafter made and other
     good and valuable consideration, each of them intending to be bound hereby,
     agree that that certain Executive Employment Agreement dated as of August
     19, 1994 between the Company and the Executive, as amended by Amendment No.
     1 to Executive Employment Agreement dated on or about April 29, 1997
     (together, the "Agreement") shall be and hereby is modified and amended as
     hereinafter provided:

     Section 1. Definitions. As used herein, capitalized terms shall have the
     meanings set forth in the Agreement except as expressly otherwise defined
     herein. As used in the Agreement, the following terms shall have the
     following meanings, and any prior or different definition of any of the
     following terms shall be and hereby is amended and restated as set forth
     below:

"Common Shares" means the common shares, without par value, of the Company.

"Compensation Committee" means the Compensation Committee of the Board of
     Directors, as constituted from time to time.

"Extended Employment Period" means the period of time commencing on the first
     day of the Fiscal Year which began March 31, 1998 and ending on the
     Employment Termination Date.


                                      -80-
<PAGE>   20

"IBT" means, for each Fiscal Year, the dollar amount of the consolidated net
     income before income taxes of the Company and its subsidiaries determined
     in accordance with generally accepted accounting principles, consistently
     applied in accordance with past practice. The amount of IBT reflected on
     the Company's annual financial statements prepared in accordance with
     generally accepted accounting principles and audited by Ernst & Young, LLP
     or such other accounting firm of national reputation as may be selected as
     the Company's auditor from time to time, shall be conclusively binding on
     the Company and the Executive for purposes of this Agreement.

"Incentive Bonus Compensation" means the amounts payable to the Executive
     pursuant to paragraphs (b), (c), (d) and (e) of Section 5 of the Agreement.

"Restricted Stock" means awards of Common Shares granted as "restricted stock
     awards" pursuant to Section 10 of the Company's 1994 Stock Incentive Plan
     as the same shall be extended and amended from time to time with the
     approval of the Executive (which shall be deemed evidenced by his approval
     thereof by his vote in favor thereof as a Director of the Company or his
     signature thereof on behalf of the Company in his capacity as President of
     the Company), or pursuant to equivalent provisions of a subsequent stock
     incentive plan adopted hereafter by the Company with the approval of the
     Executive (evidenced as indicated above).

"Scheduled Employment Termination Date" means March 31, 2008.

"Target Adjustment Amount" means, for the first Fiscal Year of the Extended
     Employment Period, an amount of Target IBT equal to $30,000,000, and for
     each subsequent Fiscal Year of the Extended Employment Period, an amount of
     Target IBT equal to 110% of the Target Adjustment Amount applicable to the
     previous Fiscal Year.

"Target IBT" means, for each Fiscal Year, the forecasted amount of IBT to be
     earned by the Company pursuant to a budgetary forecast or financial plan
     which shall be prepared annually by the Executive in consultation with
     senior executives of the Company and approved by resolution of the Board of
     Directors annually prior to the beginning of such Fiscal Year (or such
     later date as shall be approved by the Board of Directors) in order to
     establish levels of Incentive Bonus Compensation with respect to such
     Fiscal Year in accordance with Section 5(b) of the Agreement.

"Target Range" means, for each Fiscal Year, a range of amounts of IBT having a
     lower limit equal to 95% of Target IBT and an upper limit equal to 105% of
     Target IBT, and including all amounts of IBT equal to and greater than such
     lower limit and equal to and less than such upper limit, each of such lower
     and upper limits of the Target Range to be in the dollar amounts specified
     by the Compensation Committee in connection with its approval of the
     forecasted amount of Target IBT for such Fiscal Year.

     Section 2. Compensation. Section 5 of the Agreement is hereby amended and
     supplemented by adding thereto the following paragraphs (c), (d) and (e),
     as follows:

(c)  Alternate Incentive Bonus Compensation. For each Fiscal Year during the
     Extended Employment Period in which IBT equals or is less than $5,000,000,
     Incentive Bonus Compensation shall be determined exclusively in accordance
     with the provisions of Section 5(b), above. For each Fiscal Year during the
     Extended Employment Period in which IBT exceeds $5,000,000, notwithstanding
     the provisions of Section 5(b), above, Incentive Bonus Compensation shall
     be determined exclusively in accordance with the provisions of this Section
     5(c) and Section 5(d) and (e), below. For each such Fiscal Year in which
     IBT exceeds $5,000,000, the Executive shall be paid "Incentive Bonus
     Compensation" in an amount equal to the percentages of IBT for such Fiscal
     Year determined as follows:

     (i) If IBT for such Fiscal Year exceeds $5,000,000 but does not equal or
     exceed the lower limit of the Target Range for such Fiscal Year, the
     Incentive Bonus Compensation for such Fiscal Year shall equal 2.5% of total
     IBT for such Fiscal Year.

     (ii) If IBT for such Fiscal Year equals or exceeds the lower limit of the
     Target Range for such Fiscal Year, the Incentive Bonus Compensation for
     such Fiscal Year shall equal 3.1% of the amount of total IBT for such
     Fiscal year up to but not



                                      -81-
<PAGE>   21

     exceeding the upper limit of the Target Range for such Fiscal Year, plus
     the sum of the amounts, if any, calculated pursuant to clause (iii), below.

     (iii) If IBT in such Fiscal Year exceeds the upper limit of the Target
     Range for such Fiscal Year, the Executive shall be entitled to additional
     Incentive Bonus Compensation equal to (A) 3.5% of the amount of such excess
     IBT up to, but not exceeding, $1,000,000 plus (B) 3.7% of the amount, if
     any, by which such excess IBT exceeds $1,000,000 but does not exceed
     $2,000,000, plus (C) 4% of the amount, if any, by which such excess IBT
     exceeds $2,000,000 but does not exceed $3,000,000 plus (D) 5% of the
     amount, if any, by which such excess IBT exceeds $3,000,000, but does not
     exceed $4,000,000 plus (E) 2% of the amount, if any, by which such excess
     IBT exceeds $4,000,000.

         (d) Adjustment.

For any Fiscal Year, in the event that Target IBT exceeds the Target Adjustment
     Amount, the amount of Incentive Bonus Compensation payable for such Fiscal
     Year shall be adjusted by multiplying the amount calculated as set forth in
     clauses (i), (ii) and (iii) of Section 5(c) above by a fraction, the
     numerator of which is the Target Adjustment Amount and the denominator of
     which is the Target IBT less one-half of the amount by which the Target IBT
     exceeds the Target Adjustment Amount.

(ii) In the event that the Company or any of its subsidiaries shall, whether by
     merger, consolidation, combination, purchase of assets or other form of
     acquisition, acquire during any Fiscal Year another business (an
     "Acquisition") the financial operations of which (A) were not taken into
     account in the determination of Target IBT for such Fiscal Year and (B)
     will, in accordance with generally accepted accounting principles, be
     reported for such Fiscal Year on a consolidated basis with the operations
     of the Company and its consolidated subsidiaries, whether as a "pooling" or
     a "purchase" (as such terms are defined according to generally accepted
     accounting principles), the Board of Directors may, in its discretion after
     consultation with the Executive, make such adjustment to the Incentive
     Bonus Compensation for such Fiscal Year, to the extent based on IBT
     directly attributable to such Acquisition, as the Board of Directors may
     determine to be equitable to the Executive and the Company in the
     circumstances.

(iii) The Board of Directors shall be exclusively responsible, and is hereby
     authorized, to make all determinations on behalf of the Company with
     respect to the calculation of Incentive Bonus Compensation. In the event
     that the Board of Directors and the Executive shall be unable to resolve
     any dispute relating to the calculation of Incentive Bonus Compensation for
     any Fiscal Year, the issue may be referred by either party to Ernst &
     Young, LLP, or such other accounting firm of national reputation as shall
     then be the Company's auditor, and the determination of the issue by such
     firm shall be final and binding on all parties.

(d)  Payment of Incentive Bonus Compensation. The Executive's Incentive Bonus
     Compensation for each Fiscal Year during the Extended Employment Period
     shall be payable within 10 days after the issuance of the Company's audited
     financial statements for the related Fiscal Year. The Incentive Bonus
     Compensation shall be payable in a combination of cash, deferred
     compensation pursuant to a deferred compensation plan as provided below,
     and Restricted Stock. That portion of the Incentive Bonus Compensation for
     any such Fiscal Year (the "Cash Portion") which is the greater of (i) 75%
     of the Base Compensation of the Executive for such Fiscal Year, or (ii)
     such larger portion as the Board of Directors shall determine after
     consideration of the Company's compensation policies for other executive
     officers of the Company and such other criteria as it shall determine to be
     relevant, shall be paid to the Executive in cash or a combination of cash
     and deferred compensation allocated as provided in the deferred
     compensation plan to be adopted by the Company as provided below. The
     balance of the Incentive Bonus Compensation remaining after payment of the
     Cash Portion (the "Restricted Stock Portion") shall be paid by the issuance
     and delivery of that number of shares of Restricted Stock which equals the
     dollar amount of the Restricted Stock Portion divided by the average
     closing price per share of the Common Shares on the last 10 trading days of
     such Fiscal Year. The Company shall use diligent efforts to adopt a
     deferred compensation plan reasonably acceptable to the Executive pursuant
     to which receipt by the Executive of a part of the Cash Portion may be
     deferred and made payable pursuant to such deferred compensation plan. In
     connection with the payment of the Restricted Stock Portion for any Fiscal
     Year, the only restrictions which shall apply to such Restricted Stock
     grants shall be the requirement of continued employment hereunder during
     the three Fiscal Years immediately following such Fiscal Year, provided,
     however, that if the



                                      -82-
<PAGE>   22

     Scheduled Employment Termination Date is less than three years from the
     date of grant, the restrictions shall be limited to the time period which
     ends on the Scheduled Employment Termination Date.

     Section 3. Employee Benefits; Vacations.

     (a) Section 7(a) of the Agreement is hereby amended and restated in its
entirety as follows:

(a)  Benefit Plans. The Executive shall be entitled to participate in a deferred
     compensation plan which the Company shall use reasonable efforts to adopt
     on terms and conditions reasonably acceptable to the Executive. The Company
     shall continue in effect any perquisite, benefit or compensation plan (in
     addition to the deferred compensation provided for above) including its
     profit-sharing plan and 401K plan, medical insurance plan, life insurance
     plan, health and accident plan and disability plan in which the Executive
     is currently participating, or shall maintain plans providing substantially
     similar or improved benefits (collectively referred to as the "Benefit
     Plans"); provided, however, that the Company may make modifications to the
     Benefit Plans so long as such modifications (i) are generally applicable
     either to all salaried employees of the Company, or, in connection with
     plans which apply only to executive officers and/or other so-called highly
     compensated employees of the Company, are generally applicable to such
     executive officers and/or highly compensated employees, and, in either
     case, (ii) do not discriminate adversely against the Executive or other
     highly-compensated employees of the Company.

(b)  Vacations. The Executive shall be entitled in each Fiscal Year to a
     vacation of six weeks (30 working days) during the first five Fiscal Years
     of the Extended Employment Period, and eight weeks (40 working days) during
     the last five Fiscal Years of the Extended Employment Period, during all of
     which time his compensation shall be paid in full, in addition to such
     holidays and other non-working days as are consistent with the policies of
     the Company for its executives generally. The Executive's unused vacation
     days for any Fiscal Year shall not carry forward to any subsequent Fiscal
     Year. In addition, the Executive shall be entitled to take a three-month
     sabbatical leave of absence during any Fiscal Year of the last five Fiscal
     Years of the Extended Employment Period, in lieu of his vacation time for
     such Fiscal Year, during all of which time his compensation shall be paid
     in full.

     Section 4. Termination of Employment. Section 11(a)(1) is hereby amended
                and restated in its entirety as follows:

Notice of Termination; Employment Termination Date.

Any termination of the Executive's employment by the Company or the Executive
     shall be communicated by written Notice of Termination to the other party
     thereto. For purposes of this Agreement, a "Notice of Termination" shall
     mean a notice which shall indicate the specific termination provision in
     this Agreement relied upon and shall set forth in reasonable detail the
     facts and circumstances claimed to provide a basis for termination under
     the provision so indicated. If the Executive's employment shall be
     terminated for any reason, or for no reason, other than termination for
     Cause pursuant to Section 11(b) or voluntary termination of employment by
     the Executive other than for Good Reason prior to the Scheduled Employment
     Termination Date pursuant to Section 11(e)(2), all Restricted Stock held by
     the Executive immediately, automatically and without any requirement of any
     further action on the part of the Company or the Executive, shall be deemed
     fully vested without any applicable restrictions, and shall be promptly
     issued to the Executive without legend (except as to customary restrictions
     relating to applicable securities laws); and all Incentive Bonus
     Compensation then remaining unpaid, including any part of the Restricted
     Stock Portion for which shares of Restricted Stock have not then been
     issued to the Executive, and all Incentive Bonus Compensation for the
     Fiscal Year in which the Employment Termination Date shall occur, shall be
     payable in cash without reference to any requirement otherwise applicable
     hereunder for payment partially in cash, partially in Restricted Stock
     and/or partially pursuant to any deferred compensation plan adopted by the
     Company.

     Section 5. Stock Options. As a material part of the consideration to the
                Executive for entering into this Amendment, the Company, through
                the Compensation Committee or otherwise, shall grant to the
                Executive options to purchase 200,000 Common Shares under and
                subject to the provisions of the Company's 1994 Stock Incentive
                Plan, as amended and supplemented as hereinafter set forth (the
                "Plan"), at the price per share equal to the value thereof on
                the date of the Company's 1998 Annual Meeting of Shareholders,
                which shall be deemed for purposes of the Agreement to be the
                closing price per share of the Common Shares on the NASDAQ
                National Market on the immediately preceding trading day;
                provided, however, that the



                                      -83-
<PAGE>   23

     maximum number of such options which may be qualified as Incentive Stock
     Options under Section 422 of the Internal Revenue Code of 1986 as amended
     ("ISO's") shall be granted as such ISO's at a price per share equal to 110%
     of the closing price of the Common Shares on the NASDAQ National Market on
     such day. The term of such options shall be for ten years (except that in
     the case of the ISO's, the term shall be limited to five years) and such
     options shall vest and become exercisable ratably over the four successive
     years following the date of grant. The Company agrees to adopt and propose
     for approval at its 1998 Annual Meeting of Shareholders, an amendment to
     the 1994 Stock Incentive Plan which shall increase by 600,000 the number of
     shares available for grant thereunder, and the Company shall use its
     reasonable best efforts to solicit approval of the Shareholders of the
     Company of such amendment at such meeting. Notwithstanding any of the
     provisions of this Agreement, this Amendment is and shall be conditioned
     upon (i) the grant by the Company of the options described above in this
     Section 5, (ii) the adoption of an amendment to the Plan conforming to the
     provisions of this Section 5 and (iii) the approving vote of the
     Shareholders of the Company at the 1998 Annual Meeting with respect to said
     amendment to the Plan.

     Section 6. Ratification and Confirmation of Agreement.

     The provisions of the Agreement, as herein above restated and amended, are
     and remain in full force and effect, and, as so amended and restated, the
     Agreement is hereby fully ratified and confirmed.

     IN WITNESS WHEREOF, the Company and the Executive have executed multiple
     counterparts of this Agreement.

COMPANY:                                                      EXECUTIVE:


AMERILINK CORPORATION                                /s/ Larry R. Linhart
1900 East Dublin-Granville Road                      -------------------------
Columbus, Ohio  43229                                Name:    Larry R. Linhart
                                                     Address: 4683 Yantis Road
                                                     New Albany, Ohio 43054

By:      /s/ Joseph L. Govern
   --------------------------------------------
Name:        Joseph L. Govern
Title:       Senior Vice President - Operations


and by:  /s/ Richard W. Rubenstein
    -------------------------------------------
Name:        Richard W. Rubenstein
Title:       Assistant Secretary



     SECTION 4. RATIFICATION AND CONFIRMATION OF AGREEMENT.

         The provisions of the Agreement, as herein above restated and amended,
     are and remain in full force and effect, and, as so amended and restated,
     the Agreement is hereby fully ratified and confirmed.

     IN WITNESS WHEREOF, the Company and the Executive have executed multiple
     counterparts of this Agreement.



COMPANY:                                                      EXECUTIVE:


AMERILINK CORPORATION


                                      -84-
<PAGE>   24

1900 East Dublin-Granville Road
Columbus, Ohio  43229


By:
   ---------------------------------         -----------------------------------
Name:    Larry R. Linhart                    Name:     Larry R. Linhart
Title:   Chairman of the Board               Address:  65 South Merkle Road
         of Directors, President                       Columbus, Ohio  43209
         and Chief Executive Officer

and by:
       -----------------------------
Name:    Robert Powelson
Title:   Secretary