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                                                                    EXHIBIT 10.5

                          REVISED EMPLOYMENT CONTRACT


THIS AGREEMENT made by and between DAVEL COMMUNICATIONS GROUP, INC., an Illinois
Corporation, hereinafter called "Employer" or "Davel," and Michael Kouri,
hereinafter called "Employee".  In consideration of the mutual covenants and
agreements set forth below, the parties agree as follows:

     1.  Term of Employment:  Employee is now employed under a previous
contractual agreement as Senior Vice President dated June 11, 1997. The purpose
of this Agreement is to clarify, amend and restate the Agreement dated June 11,
1996. Employer hereby employs Employee and Employee hereby agrees to be so
employed as Senior Vice President of Employee and to work at such places as
directed by Employer.  This Employment Contract shall be effective on the first
day of January, 1996 and shall continue through December 31st, 1998 or until
terminated by one of the parties as hereinafter provided, or until the
Employee's death, permanent disability or retirement. At the end of the term
this Agreement shall continue for consecutive one year terms unless either party
gives written notice of its intent not to renew the Agreement at least 60 days
prior to the expiration of the original term or any renewal or extended term.

     2.  Duties:

     a.   The Employee agrees to accept the duties commonly involved in carrying
          out the position for which employed and any other duties as may be
          required by Employer.  The Employer shall have the right at any time
          during the term of this Agreement to change the duties of Employee or
          assign duties different from the duties originally assigned.

          b.   The Employee shall devote his best efforts, on a full-time basis,
          to the Employer's business, and will not engage in any employment or
          enterprise detracting from this goal. Employee shall travel as
          reasonably required in the performance of his duties hereunder.

          c.   The Employee as Senior Vice President, and in such other offices
          as from time to time assigned in Davel or associated enterprises,
          shall perform the duties of Senior Vice President which shall consist
          of the duties normally associated with such positions and such other
          duties as shall be from time to time assigned. The Employee shall
          report to and be responsible to the Chief Executive Officer in the
          regular conduct of his duties.
                                              
     3.  Base Compensation:  The Employee shall be paid a base salary of
$145,000 per annum during the term of this Agreement. The Employee's base
compensation shall be 
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payable in accordance with Employer's payroll practices. Employee shall be
reimbursed for his reasonable expenses incurred in the performance of his duties
hereunder upon presentation of proper evidence thereof as required by Employer.

     4.  Bonus. In addition to base compensation, the Employee shall receive an
annual bonus to be determined as a percentage of the Employee's base salary. The
range of percentages to be applied to the Employee's base salary for the
computation of bonus shall be based on the percentage growth in the Earnings Per
Share (EPS), adjusted for extraordinary items (including but not limited to the
1995 write down of ComTel assets) of Employer for the year to which the bonus
is applicable.  From within the percentage range so established, the CEO, in
consultation with the Chairman of the Board, shall recommend to the Compensation
Committee of the Board for approval the specific percentage to be applied based
on the performance and contribution of the Employee.  The range of percentages
shall be established in accordance with the following table:
<TABLE>
<CAPTION>
 If the Percentage EPS                 the range of percentages
 Growth for Year is                    for determining bonus shall be
---------------------------------------------------------------------
<S>                                    <C>
0 to 17%                               5% to 15%
---------------------------------------------------------------------
(Greater-than) 17% to 22%              10% to 20%
---------------------------------------------------------------------
(Greater-than) 22% to 27%              15% to 25%
---------------------------------------------------------------------
(Greater-than) 27% to 32%              20% to 35%
---------------------------------------------------------------------
(Greater-than) 32%                     30% to 45%
---------------------------------------------------------------------
</TABLE>

For example, if the EPS for 1995 is 94c. and the 1996 EPS is $1.20, then the
percentage EPS growth is 28% (26/94) and the applicable range is 27% to 32%. If
within the applicable range, the CEO upon consultation with the Chairman of the
Board and upon approval of the Compensation Committee, determines based on the
performance and contribution of the Employee that the appropriate percentage is
29%, then the employees bonus shall be 29% of the Base compensation provided at
(P)3.

     5.  Stock Options and Grants:

          a) Options to purchase stock of the Employer shall be awarded to the
          Employee annually pursuant to the terms of this Employment Contract
          and otherwise in accordance with the terms and conditions of the
          Employer's Stock Option Plan based upon EPS percentage growth,
          adjusted for extraordinary items (including but not limited to the
          1995 write down of ComTel assets), and the performance and
          contribution of the Employee as determined by the CEO in consultation
          with the Chairman of the Board and subject to approval by the
          Compensation Committee. The actual
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          number of options awarded shall be determined by multiplying the
          Employee's base salary, as set forth at (P)3, above, times a
          percentage, selected by the CEO in consultation with the Chairman of
          the Board and approved by the Compensation Committee, from the range
          of percentages applicable to the achieved EPS percentage growth as set
          forth in the following table:
<TABLE>
<CAPTION>
 
If the Percentage EPS                  the range of percentages
Growth for Year is                     for determining option awards shall be
-----------------------------------------------------------------------------
<S>                                    <C>
0 to 17%                               10% to 20%
-----------------------------------------------------------------------------
(Greater-than) 17% to 22%              21% to 40%
-----------------------------------------------------------------------------
(Greater-than) 22% to 27%              41% to 80%
-----------------------------------------------------------------------------
(Greater-than) 27% to 32%              81% to 160%
-----------------------------------------------------------------------------
(Greater-than) 32%                     161% to 240%
-----------------------------------------------------------------------------
</TABLE>

          The dollar amount so determined shall be divided by the exercise price
          of the options awarded to determine the actual number of options. The
          exercise price shall be determined in accordance with the terms and
          conditions of the Employer's Stock Option Plan. Except as otherwise
          accelerated, options so awarded shall vest one-third when awarded,
          one-third twelve months after the date of the award and the balance 24
          months after the date of the award. All options shall be exercisable
          when vested.

          For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20,
          then the percentage EPS growth is 28% (26/94) and the applicable range
          is 81% to 160%. The CEO, upon consultation with the Chairman of the
          Board and upon approval of the Compensation Committee, determines,
          based on the performance and contribution of the Employee, that the
          appropriate percentage is 90%. If the exercise price of the options
          determined in accordance with the terms of the Employee Stock Option
          Plan is $13.00 per share, then the number of options awarded would be
          determined by dividing 90% of the Employee's Base compensation
          provided at (P)3 by the exercise price of $13.00 per share.

          b.   The Employee shall be eligible for annual stock grants valued at
          $30,000.  One-half of the shares constituting each annual grant shall
          not be transferred for six months following such grant; the remaining
          one-half of such shares 
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          shall not be transferred for eighteen months following such grant. All
          restrictions on transfer after six months from the date of each grant
          shall be removed in the event of a change in control. Each annual
          grant shall be deemed to be issued on the first business day of each
          calendar year or, if later, the first business day following the
          execution of this Agreement.

6.  Other Benefits and Vacation:

          a.   Employer has established a 401(k) Profit Sharing Plan to provide
          for voluntary Employee before and after tax contributions. The Profit
          Sharing Plan may also provide for Employer contributions as may be
          from time to time determined by the Employer consistent with and
          subject to the terms of the plan as established by the Employer.
          Employee may participate in such plan provided he is otherwise
          qualified under the terms and conditions of any such Profit Sharing
          Plan.

          b.   The Employee shall be entitled to vacations in accordance with
          the regular policies of the employer as in effect from time to time.
          Vacation shall be scheduled at the convenience of the Employer.

          c.   The Employer shall maintain an IRC (S)125 plan, or similar
          arrangement as from time to time permitted by the Internal Revenue
          Code as then in effect, for health insurance premiums and other
          permitted (S)125 benefits and the Employee shall be permitted to
          divert compensation for such premiums and other benefits.

          d.   The Employee shall be entitled to participate in the regular
          Health Insurance plan of the Employer as from time to time in effect
          on the terms and conditions as provided for employees generally.

          e.   The Employer shall provide an automobile to Employee for business
          use to be accounted for by the Employee consistent with the normal
          business practices of Employer as from time to time established.

     7.  Nondisclosure and Noncompetition:  The Employee hereby agrees as a
condition of Employment to

     a.   At all times while this Agreement is in force and after its
          termination or expiration for whatever reason, the Employee agrees to
          refrain from disclosing, either directly or indirectly, the Employer's
          customer lists, trade secrets, or other confidential material.
          Employee agrees to take reasonable security measures to prevent
          accidental disclosure of such information.  All files, records,
          documents, drawings, specifications, equipment and similar 
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          items relating to Employer's business, whether prepared by the
          Employee or otherwise coming into his possession, shall remain the
          exclusive property of the Employer.

          b.   During the term of this Agreement, the Employee shall not,
          directly or indirectly, either as an employee, employer, consultant,
          agent, principal, partner, stockholder, corporate officer, director or
          in any other individual or representative capacity, engage or
          participate in any business of any nature which is in competition in
          any way with the business of the Employer.

          c.   For a period of one (1) year after the expiration or termination
          of this Agreement, except in the case of a termination by the Employer
          for any reason other than the causes set forth at (P)8(d) below and
          except in the case of a termination in connection with or at any time
          after a change of control and for which the Employee is entitled to
          severance pay computed in accordance with the provisions of (P)8(c),
          the Employee shall not, directly or indirectly, either as an employee,
          employer, consultant, agent, principal, partner, stockholder,
          corporate officer, director or in any other individual or
          representative capacity, engage or participate in any business of any
          nature which is in competition with the Employer in the business of
          telecommunications within the existing market areas of the Employer
          for which Employee had significant responsibility and in which
          Employee materially participated in the management and operation of
          the Employer.

          d.   Employer shall be entitled to injunctive and/or other equitable
          relief to prevent or remedy a breach of the provisions of the
          Agreement and to secure their enforcement, in addition to any other
          remedies or damages which may be available to Employer.


     8.  Termination:

          a.   This Agreement may be terminated by either party giving two (2)
          weeks written notice of termination to the other party. If requested
          by the Employer, the Employee agrees to cooperate in training his
          successor following notice of termination of this Agreement. If the
          Employer terminates the agreement, the Employer, in addition to all
          salary and bonus pro-rated through the date of termination, shall pay
          severance pay equal to the lesser of six months base compensation or
          the remaining base compensation due under this Agreement.

          b.   Upon a change in control of the ownership of Employer all stock
          options previously awarded to the Employee shall vest and be
          immediately exercisable.
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           c.   Upon a change of control the term of this Agreement shall be
          automatically revised to eighteen months from the date of such change
          in control if at the time of such change of control the remaining term
          of this Agreement, or any extended or renewal term, is less than
          eighteen months. If at or after a change in control, any of the
          following occur

                    (i)    The Employer or any successor of Employer terminates
               the employee, or

                    (ii)   The Employee elects to terminate employment by
               written notice within 60 days of the date of any change in
               control, or

                    (iii)  The Employee is required to move more than 100 miles
               from his current place of employment and the Employee elects to
               resign by written notice, or

                    (iv)   The Employee is required to assume a position which
               requires a change in title or a diminution of responsibilities
               and the Employee elects to resign by written notice,

               then the amount of severance pay due shall be equal to the sum of
          the following:

                    (i)    salary for services performed pro-rated through the
               date of termination, plus

                    (ii)   the greater of six months base compensation or the
               remaining base compensation due under this Agreement, plus

                    (iv)   cash bonus computed by determining the bonus for one
               year at the maximum possible rate pursuant to (P)4, dividing the
               amount so determined by twelve and then multiplying the result by
               the greater of six or the number of months (or parts thereof)
               remaining on the term of this Agreement.
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               The Employee may, in any event, elect in the Employee's sole
          discretion to receive a lesser amount of severance pay. Any payment
          made in accordance with the provisions of this paragraph shall be due
          in full upon the occurrence of any of the events described in
          (P)8(c)(i), (P)8(c)(ii), (P)8(c)(iii) or (P)8(c)(iv). In the event of
          a payment in accordance with the terms of this paragraph, Employer
          shall provide Employee and dependents insured at the time of
          termination health insurance substantially similar to that then
          provided for the greater of the remaining term of the contract or six
          months. Payment and provision of health insurance in accordance with
          the terms of this (P)8 shall be satisfaction in full of all sums due
          to Employee by reason of this Agreement. A change of control shall be
          deemed to have occurred at anytime David Hill (the principal
          shareholder) or his descendants own less than 30% of the issued and
          outstanding voting shares of the Employer.
                                 
          d.   Any other provision of this Agreement notwithstanding, the
          Employer may terminate this Agreement if the termination is based on a
          violation by the Employee of (P)7 of this Agreement, or on fraud,
          embezzlement, securities law violation, sexual harassment of other
          employees, criminal indictment or conviction, or other conduct
          involving crimes, misdemeanors or moral turpitude. In the event of
          termination pursuant to this paragraph, no severance pay shall be
          payable to Employee as otherwise provided herein and the Employee
          shall be entitled only to the base compensation provided for herein
          earned prior to the date of termination computed pro rata up to and
          including the date of termination.

          e.   The death or permanent disability of the Employee shall terminate
          this Agreement and the employment of the Employee. Upon the death or
          permanent disability of the Employee, all previously awarded options
          shall vest and become immediately exercisable by the estate of the
          employee.

     9.  Severability:  In the event any one or more of the provisions of this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

     10. Assignment:  This Agreement shall not be assignable, in whole or in
part, by the Employee but shall inure to the benefit of and bind the successors
and any assigns of Employer.

     11.  Fees and Costs:  If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the party substantially
prevailing shall be entitled to
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its costs incurred in such action, including reasonable attorney fees, in
addition to any other relief that may be proper hereunder or at law or in
equity.

     12.  Notices:  All notices hereunder shall be given in writing by personal
service or certified mail, return receipt requested, postage prepaid, addressed
to the parties at the following respective addresses, or at such other address
as may be designated:

     Employer                            Employee
     ---------------------------------------------
     Davel Communications Group, Inc.    Michael Kouri
     601 W. Morgan                       10404 Canary Isle Drive
     Jacksonville, Illinois   62650      Tampa, FL  33647

     13.  Entire Agreement:  This Agreement constitutes the entire Agreement of
the parties.  No modification, variance or change in any of its terms or
provisions shall be valid unless in writing and signed by both parties.

     14.  Governing Law:  This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.

     15.  Waiver:  The failure of either party at any time to require
performance by the other party of any provision hereunder shall in no way affect
the right of that party thereafter to enforce the same or any other provision of
this Agreement; nor shall the waiver by either party of the breach of any
provision hereof be a waiver of any subsequent breach of such provision or of
the provision itself.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
originals on this 28th day of February, 1997.


DAVEL COMMUNICATIONS GROUP, INC.

______________________________________
Robert D. Hill, CEO


EMPLOYEE

______________________________________
Michael Kouri