<PAGE>

time, skill and attention to the business of the Company and its subsidiaries
and shall not engage in any other business activity or have any other business
affiliation, except with regard to (a) those business activities and
affiliations in which the Executive was engaged prior to the effective date of
this Agreement, but only to the extent fully disclosed to the Company; or (b) as
specifically approved by the Board.

         1.3      Other Activities. Anything in this Agreement to the contrary
notwithstanding, as part of the Executive's business efforts and duties on
behalf of the Company, he may participate fully in social, charitable and civic
activities (including membership on the board of a non-profit charitable
organization), he shall be permitted to make investment in other businesses and
companies and, if specifically approved by the Board, he may serve on the boards
of directors of other for profit companies, provided that such activities do not
unreasonably interfere with the performance of and do not involve a conflict of
interest with his duties or responsibilities hereunder. Notwithstanding the
foregoing, the Executive shall not be required to receive the approval of the
Board with regard to those board memberships which (a) the Executive held as of
the effective date of this Agreement; and (b) have been fully disclosed to the
Company.

2.       Employment Term. Effective as of the date on which the Merger is
consummated (the "Closing") and the Agreement and General Release between the
Executive and the Company, attached hereto as Exhibit A, has become effective
(the "Effective Date") and subject to the provisions of Section 4 hereof, the
Company hereby agrees to employ Executive and Executive hereby agrees to become
an employee of the Company, subject to the terms and conditions of this
Agreement, for a period commencing on the Effective Date and ending on the
second anniversary of the Effective Date (the "Initial Employment Term"). In
addition, at the end of the first contract year of the Initial Employment Term
and at the end of each contract year thereafter, unless the Company gives the
Executive written notice that the Agreement shall not be further extended at
least 60 days prior to the end of the then current contract year, the Agreement
shall automatically extend for a period of one year (each an "Extension Term").
As used in this Agreement, "Employment Term" shall mean the Initial Employment
Term and any Extension Term, as appropriate in the context used.

3.       Compensation. During the Employment Term, the Company will pay and/or
otherwise provide the Executive with compensation and related benefits as
follows:

         3.1      Change of Control Payment. Effective as of the Effective Date,
and contingent on the occurrence of the Closing, the Company agrees to make a
one time change of control payment to the Executive in the sum of $180,000 not
later than one week following the Effective Date.

         3.2      Base Salary. The Company agrees to pay the Executive, for
services rendered hereunder, an initial base salary at the annual rate of
$175,000 (the "Base Salary"). Base Salary will be reviewed by the Compensation
Committee of the Board (the "Compensation Committee") in accordance with the
schedule used with regard to comparable executives of the Company. The Base
Salary shall be payable in equal periodic installments, not less frequently than
monthly, less any sums which may be required to be deducted or withheld under
applicable provisions of law.

                                      -2-

<PAGE>

         3.3      Incentive Compensation. Upon the execution of this Agreement
by the Executive and the Company, the Company shall grant to the Executive an
option to purchase 25,000 shares of common stock of the Company (the "Option")
under an equity compensation plan sponsored by the Company (the "Incentive
Compensation Plan") and subject to the terms of a stock option agreement which
shall be substantially comparable to the stock option agreement used with
respect to other comparable Company executives. Pursuant to the discretion of
the Compensation Committee, during the Employment Term the Executive may be
entitled to additional equity compensation grants under the Incentive
Compensation Plan or any other equity compensation plan sponsored by the
Company.

         3.4      Retention Bonus. At the end of the Initial Employment Term,
the Executive shall be entitled to receive a one-time retention bonus of
$120,000.00, provided that (a) the Executive remains employed with the Company
through the last day of the Initial Employment Term and (b) the Executive is not
in default under this Agreement.

         3.5      Short Term Incentive Plan. Executive shall be eligible to (a)
participate in the Company's short term incentive plan; and (b) receive an
amount equal to the annual incentive target established by the Compensation
Committee. Payments under the Company's short term incentive plan shall be
referred to herein as "Short Term Incentive Payments".

         3.6      Benefits. During the Employment Term (and thereafter to the
extent expressly provided herein), the Executive shall be entitled to
participate in all of the Company's employee benefit plans applicable to the
Company's comparable senior executives, according to the terms of those plans
and shall receive credit for his employment with Conestoga for purposes of
determining his vested benefit under the Company's employee benefits plan;
provided, however, that (a) for purposes of the Company's qualified retirement
plans or other comparable programs, the Executive shall be treated as a new hire
except to the extent otherwise required by law or by the terms of the relevant
plan; and (b) notwithstanding the above, the Executive's service with Conestoga
and with the Company shall be fully credited in determining retirement
eligibility under all such plans. In addition to the foregoing compensation, the
Company agrees that during the Employment Term it shall continue to pay the
Executive's monthly automobile lease through the end of the specified lease
period, and thereafter, the Executive will receive the benefits provided under
the Company car program provided by the Company to comparable senior executives.

         3.7      Reimbursement of Expenses; Vacation. Executive shall be
provided with reimbursement of reasonable expenses related to Executive's
employment by the Company on a basis no less favorable than that which may be
authorized from time to time for executives as a group, and shall be entitled to
vacation and sick leave in accordance with the Company's vacation, holiday and
other pay for time not worked policies.

                                      -3-

<PAGE>

4.       Termination of Employment.

         4.1      By the Company For Cause. The Company may terminate
Executive's employment under this Agreement at any time for Cause (as defined in
Section 4.6) by delivery of written notice of termination to Executive (which
notice shall specify in reasonable detail the basis upon which such termination
is made) at least ten days prior to the termination date set forth in such
notice. In the event Executive's employment is terminated for Cause, all
provisions of this Agreement (other than Sections 6 through 15 hereof) shall
terminate as of the date of termination. Notwithstanding the foregoing, the
termination of this Agreement shall not result in the loss of any previously
vested benefit or right of the Executive hereunder. In addition, upon
termination of this Agreement, the Executive shall be entitled to the following
payments (hereinafter referred to as the "Standard Termination Payments"): (a)
any earned and unpaid Base Salary through the date of termination, (b) any
unreimbursed business and entertainment expenses in accordance with the
Company's policy, and (c) any unreimbursed medical, dental and other employee
benefit expenses incurred in accordance with the Company's employee benefit
plans.

         4.2      Upon Death or Disability.

                  (a)      Death. If the Executive dies during the Initial
Employment Term, all provisions of Section 3 of this Agreement (other than
rights or benefits arising as a result of such death) and the Initial Employment
Term shall be automatically terminated. Notwithstanding the foregoing, upon the
termination of this Agreement as a result of the Executive's death during the
Initial Employment Term, the Executive's beneficiary shall be entitled to (i) an
amount equal to the Base Salary that the Executive would have been entitled to
receive for the period commencing as of the date of his death through the
initial Employment Term, (ii) the Standard Termination Payments and (iii) a Pro
Rata Short Term Incentive Payment (as defined below) for the fiscal year during
which such death occurs (the "Death Benefits"); provided, however, that the
Death Benefits shall be reduced by any amount paid under the Company's employee
benefit plans (or funded through Company payments) as a result of the
Executive's death. The portion of the Death Benefits representing Base Salary
through the Initial Employment Term shall be paid in a lump sum on a net present
value basis, using a reasonable discount rate determined by the Board.
Notwithstanding any provision in this Agreement to the contrary, in the event of
Participant's death during the Initial Employment Term, (i) the Option granted
pursuant to Section 3.3 shall fully vested and become exercisable; and (ii) the
retention bonus described in Section 3.4 shall become fully earned despite
non-attainment of the requirement set forth in Section 3.4(a); provided,
however, that attainment of the condition set forth in Section 3.4(b) shall
continue to be a condition to payment.

                  (b)      Disability. If the Executive is unable to perform his
responsibilities under this Agreement by reason of physical or mental disability
or incapacity ("Disability") and such disability or incapacity shall have
continued for six consecutive months or any period aggregating six months within
any 12 consecutive months, the Company may terminate this Agreement and the
Employment Term at any time thereafter. In such event, the Executive shall be
entitled to receive his normal compensation hereunder during said six month
period. In addition, if the Company terminates this Agreement due to Disability
during the Initial Employment Term the Executive shall be entitled to receive an
amount equal to (i) the Base

                                      -4-

<PAGE>

Salary that he would have been entitled to receive for the period commencing as
of the date of his termination of employment through the Employment Term, (ii)
the Standard Termination Payments and (iii) a Pro Rata Short Term Incentive
Payment for the fiscal year during which such disability occurs (the "Disability
Benefits"); provided, however, that the Disability Benefits shall be reduced by
any amount paid under the Company's employee benefit plans (or funded through
Company payments) as a result of the Executive's Disability.

                  (c)      Pro Rata Incentive Payments. For purposes of this
Section 4.2, in the event of the Executive's death or disability, a Pro Rata
Short Term Incentive Payment shall mean an amount equal to the Executive's Short
Term Incentive Payment for the fiscal year during which such death or Disability
occurs, prorated by a fraction, the numerator of which is the number of days of
employment elapsed during the fiscal year prior to termination of employment and
the denominator of which is 365.

         4.3      By the Company Without Cause.

                  (a)      The Company may terminate the Executive's employment
under this Agreement without Cause, and other than by reason of his death or
Disability, by sending written notice of termination to the Executive, which
notice shall specify a date within ten (10) days after the date of such notice
as the effective date of such termination (the "Termination Date"). From the
date of such notice through the Termination Date, the Executive shall continue
to perform the normal duties of his employment hereunder, and shall be entitled
to receive when due all compensation and benefits applicable to the Executive
hereunder. Thereafter, subject to Section 4.5 herein, the Company shall pay the
Executive an amount equal to the Base Salary that the Executive would have been
entitled to receive for the period commencing as of the Termination Date through
the Employment Term in such periodic installments as were being paid immediately
prior to the Termination Date.

                  (b)      The Company shall pay the Executive the Short Term
Incentive Payment that the Executive would have been entitled to receive from
the Termination Date through the Employment Term.

                  (c)      The Company shall also be obligated to pay to the
Executive the Standard Termination Payments.

                  (d)      If the Executive is terminated by the Company without
Cause during the Initial Employment Term, then for the period commencing as of
the Termination Date through the Initial Employment Term, the Executive and the
Executive's dependents shall be entitled to coverage under the "employee welfare
benefit plans" (as defined in Section 3(1) of the Employee Retirement Income
Security Act of 1974) provided by the Company to comparable executives. In lieu
of such continued coverage, the Company may reimburse the Executive on a net
after-tax basis, for the cost of individual insurance coverage for the Executive
and the Executive's dependents under a policy or policies that provide benefits
not less favorable than the benefits provided under such employee welfare
benefit plans. The coverage provided under this subsection (d) shall be
secondary to any coverage provided to the Executive and the Executive's
dependents by another employer of the Executive.

                                      -5-

<PAGE>

                  (e)      In addition, on the Termination Date the Executive's
Retention Bonus and the Option to the extent not then vested or paid shall
immediately vest and become payable and/or exercisable in full, notwithstanding
the provisions thereof.

         4.4      By the Executive.

                  (a)      Without Good Reason. The Executive may terminate his
employment without Good Reason (as defined in Section 4.6), and any further
obligations that the Executive may have to perform services on behalf of the
Company hereunder at any time after the date hereof, by sending written notice
of termination to the Company not less than thirty (30) days prior to the
effective date of such termination. During such thirty (30) day period, the
Executive shall continue to perform the normal duties of his employment
hereunder, and shall be entitled to receive when due all compensation and
benefits applicable to the Executive hereunder. Except as provided below, if the
Executive shall elect to terminate his employment hereunder (other than as a
result of his death or disability), then the Executive shall remain vested in
all vested benefits provided for hereunder or under any benefit plan of the
Company in which the Executive is a participant and shall be entitled to receive
the Standard Termination Payments, but the Company shall have no further
obligation to make payments or provide benefits to the Executive under Section 3
hereof.

                  (b)      With Good Reason. The Executive may terminate his
employment, and any further obligations that the Executive may have to perform
services on behalf of the Company at any time after the date hereof for Good
Reason, by sending written notice of his termination and the Good Reason to the
Company not less than sixty (60) days prior to effective date of such
termination. Notwithstanding the foregoing, the Executive shall not have Good
Reason for termination if, within the sixty (60) day period after the date on
which the Executive gives notice of his termination to the Company, the Company
corrects the action or failure to act that constitutes the grounds for
termination with Good Reason as set forth in Executive's notice of termination,
or the Company contests the existence of Good Reason, in which case, (i) prior
to the occurrence of a Change in Control, the matter shall be presented to the
Board for resolution; or (b) on or after the occurrence of a Change in Control,
the matter shall be referred to binding arbitration with each party's consent
or, in the absence of such consent, shall be determined in the courts or in any
other forum with jurisdiction over the matter. Upon the Executive's termination
for Good Reason, the Executive shall be entitled to the benefits provided upon a
termination of the Executive by the Company without Cause, as set forth in
Section 4.3 above.

         4.5      Upon a Change in Control. Anything in this Section 4 to the
contrary notwithstanding, if the Executive's employment is terminated on or
after a Change in Control (as defined in Section 4.6), either (a) by the Company
without Cause or (B) by the Executive with Good Reason, then the payments set
forth in Section 4.3 shall not apply to the Executive, and the Executive shall
be entitled to the compensation, entitlements and other benefits set forth in
Section 5 of this Agreement, provided that such compensation, entitlements, and
other benefits shall not be less than the Executive otherwise would have
received under Section 4.3 of this Agreement.

         4.6      Definition of Cause. For purposes of this Agreement, the
following definitions will apply:

                                      -6-

<PAGE>

                  (a)      Cause. The term "Cause" shall mean any of the
following grounds for termination of Executive's employment:

                           (i)      the Executive's gross misconduct;

                           (ii)     the Executive's willful and repeated failure
to comply with the reasonable directives of the Board or any supervisory
personnel;

                           (iii)    the Executive's criminal act or act of
dishonesty, malfeasance, negligence or willful misconduct that has an adverse
impact on the property, operations, business or reputation of the Company or any
act of fraud, dishonesty or misappropriation involving the Company or conviction
or plea of guilty or nolo contendere to a felony or a crime of dishonesty;

                           (iv)     the Executive's breach of the terms of any
confidentiality, non-competition, non-solicitation or employment agreement the
Executive has with the Company; or

                           (v)      the Executive's continued and repeated
failure to perform substantially his employment duties (other than a failure
resulting from incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to Executive by the Company that
specifically identifies the manner in which the Company believes Executive has
not substantially performed his duties.

                  (b)      Change in Control. A "Change in Control" shall be
deemed to have occurred if:

                           (i)      any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any company owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company), is or becomes the
owner or "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act),
directly or indirectly, of Company securities representing more than 30% of the
combined voting power of the then outstanding securities;

                           (ii)     during any period of two consecutive years
(not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Company's Board, and any new
director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clause (i),
(iii) or (iv) of this Section 4.6(b) whose election by the Board or nomination
for election by the Company's shareholders was approved by a vote of a majority
of the directors then still in office who either (1) were directors at the
beginning of such period or (2) were so elected or nominated with such approval,
cease for any reason to constitute at least a majority of the Board;

                           (iii)    the shareholders of the Company approve a
merger or consolidation of the Company with any other Company and such merger or
consolidation is consummated, other than (1) a merger or consolidation which
would result in the existing voting securities and the existing securities that
are convertible into voting securities of the Company

                                      -7-

<PAGE>

outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) 50% or more of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities, including securities
convertible into voting securities; or

                           (iv)     the shareholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets
and such liquidation or sale of assets is consummated;

                  (c)      Control Change Date. "Control Change Date" means the
date on which a Change in Control occurs. If a Change in Control occurs on
account of a series of events, the "Control Change Date" shall be the date on
which the last of such events occurs.

                  (d)      Good Reason. "Good Reason" shall mean the occurrence
of any of the following events, except in connection with the termination of the
Executive's employment for Disability, Cause, as a result of death or by the
Executive other than for Good Reason:

                           (i)      A significant change in the Executive's
position and responsibilities (including reporting responsibilities) that is
inconsistent with the Executive's experience, training and skills and represents
a substantial diminution of the Executive's position and responsibilities as in
effect immediately prior thereto;

                           (ii)     The relocation of the offices of the Company
at which the Executive is principally employed to a location more than 50 miles
from the location of such offices immediately prior to the relocation, or the
Company's requiring the Executive to be based anywhere other than such offices,
except for required travel on the Company's business; or

                           (iii)    The failure of the Company to provide the
Executive with aggregate compensation (Base Salary and Short Term Incentive
Payments) or aggregate benefits that are at least equal (in terms of benefit
levels and reward opportunities) to those provided by the Company to Executive
immediately before the change; provided, however, that a change in compensation
or benefits for all executives of the Company, in which Executive is treated
similarly as all other executives of a comparable responsibility level, shall
not constitute Good Reason under this Agreement.

5.       Change in Control

         5.1      Entitlement. Subject to the Executive's compliance with
Sections 6 and 9, the Executive shall be entitled to receive the benefits
described in this Section 5 if there is a Change in Control during the
Employment Term and either of the following applies:

                  (a)      the Executive's employment is terminated by the
Company without Cause or the Executive resigns for Good Reason at any time
during the Protection Period, even if such termination occurs after the
Employment Term;

                                      -8-

<PAGE>

                  (b)      the Executive resigns within the period beginning on
the one year anniversary of the effective date of a Change in Control and ending
30 days thereafter (the "Walk Away Period").

For purposes of this Agreement, the date of a termination of the Executive's
employment as described in subsections (a) or (b) above is the Executive's
"Control Termination Date," and the "Protection Period" shall mean the period
commencing six months prior to and ending twelve months following a Change in
Control.

         5.2      Payment Upon a Change of Control.

                  (a)      If the Executive has met the requirements of Section
5.1(a) or (b), the Executive will receive a severance benefit equal to the
greater of (i) the amount Executive would receive under such circumstances under
Section 4.3 of this Agreement, if this Agreement remains in effect immediately
prior to the Control Termination Date, or (ii) an amount equal to two years of
the Executive's Base Salary and target Short Term Incentive Payments (the
"Severance Payment"). Notwithstanding the preceding sentences, in lieu of the
Severance Payment described in the preceding sentences of this Section 5, the
Executive shall receive severance benefits equal to the severance benefit
available to employees of the Company (or its successor and any of its
affiliates) who are similarly situated to the Executive on the Control
Termination Date if the value of such benefit is greater than the value of the
benefit described in this Section 5.

                  (b)      The Executive's Severance Payment, less applicable
withholding taxes, shall be paid in equal monthly installments in accordance
with the Company's regular payroll policies and over a two year period,
beginning on the first payroll date following the Executive's termination (the
"Severance Period"). Notwithstanding the foregoing, at the election of the
Executive, the Company shall be required to place an amount in the Executive's
name in escrow with a reputable escrow agent equal to the present value of the
Severance Payment determined on a net present value basis using a reasonable
discount rate, as determined by the Board, which escrowed amount shall be used
to pay the Severance Payments. In the event that the Executive breaches his
obligations under the Employment Agreement, the Company will be entitled to
recoup the amount put into escrow.

         5.3      Welfare Benefits. If the Executive's employment with the
Company is terminated in accordance with Section 5.1 during the Initial
Employment Term, then during the Severance Period the Executive and the
Executive's dependents shall be entitled coverage under the "employee welfare
benefit plans" (as defined in Section 3(1) of the Employee Retirement Income
Security Act of 1974) provided by the Company to comparable executives. In lieu
of such continued coverage, the Company may reimburse the Executive on a net
after-tax basis, for the cost of individual insurance coverage for the Executive
and the Executive's dependents under a policy or policies that provide benefits
not less favorable than the benefits provided under such employee welfare
benefit plans. The coverage provided under this Section 5.3 shall be secondary
to any coverage provided to Executive and Executive's dependents by another
employer of the Executive.

                                      -9-

<PAGE>

         5.4      Standard Termination Payments. The Company shall be obligated
to pay to the Executive the Standard Termination Payments (as defined in Section
4.1).

         5.5      Incentive Payments. During the Severance Period, the Company
shall be obligated to pay to the Executive his Retention Bonus, if applicable.

         5.6      Other Severance Benefits. In addition to the severance
benefits set forth in this Section 5, on the Control Termination Date the
Executive's Option to the extent not then vested shall immediately vest and
become exercisable in full, notwithstanding the provisions thereof.

6.       Confidential Information.

         6.1      Confidentiality. The Executive understands and acknowledges
that during his employment with the Company, the Executive has been and will be
making use of, acquiring or adding to the Company's Confidential Information (as
defined below). In order to protect the Confidential Information, the Executive
will not, during his employment with the Company or thereafter, in any way
utilize any of the Confidential Information except in connection with his
employment by the Company. The Executive will not at any time use any
Confidential Information for his own benefit or the benefit of any person except
the Company. Except as expressly authorized in writing by the Company, the
Executive will not at any time copy, reproduce or remove from the Company's
premises the original or any copies of Confidential Information and he will not
at any time disclose any Confidential Information to anyone. At the end of the
Executive's employment with the Company he will surrender and return to the
Company any and all Confidential Information in his possession or control, as
well as any other Company property that is in his possession or control. The
Executive acknowledges and agrees that any breach of this Section 6 would be a
material breach of this Agreement. The term "Confidential Information" shall
mean any information that is confidential and proprietary to the Company,
including but not limited to the following general categories:

                  (a)      trade secrets;

                  (b)      lists and other information about current and
prospective customers;

                  (c)      plans or strategies for sales, marketing, business
development, or system build-out;

                  (d)      sales and account records;

                  (e)      prices or pricing strategy or information;

                  (f)      current and proposed advertising and promotional
programs;

                  (g)      engineering and technical data;

                  (h)      the Company's methods, systems, techniques,
procedures, designs, formulae, inventions and know-how; personnel information;

                  (i)      legal advice and strategies; and

                                      -10-

<PAGE>

                  (j)      other information of a similar nature not known or
made available to the public or the Company's Competitors (as defined in Section
7).

Confidential Information includes any such information that the Executive may
prepare or create during his employment with the Company, as well as such
information that has been or may be created or prepared by others.

         6.2      Reaffirm Obligations. Upon termination of the Executive's
employment with the Company, the Executive shall, if requested by the Company,
reaffirm in writing Employee's recognition of the importance of maintaining the
confidentiality of the Company's proprietary information and trade secrets and
reaffirm all of the obligations set forth in Section 6 of this Agreement.

7.       Non-Compete; Non-Solicitation.

         7.1      Non-Compete. The Executive agrees that:

                  (a)      while the Executive is employed by the Company he
will not, directly or indirectly, compete with the business conducted by the
Company, and he will not, directly or indirectly, provide any services to a
Competitor.

                  (b)      For a period of 24 months after the Executive's
employment with the Company ends (the "Non-Competition Period"), the Executive
will not compete with the Company by performing or causing to be performed the
same or similar types of duties or services that the Executive performed for the
Company for a Competitor of the Company in any capacity whatsoever, directly or
indirectly, within any city or county of the continental United States in which,
at the time the Executive's employment with the Company ends, the Company
provides services or products, offers to provide services or products, or has
documented plans to provide or offer to provide services or products within the
Non-Competition Period provided that the Executive has knowledge of those plans
at the time his employment with the Company ends. Additionally, the Executive
agrees that during the Non-Competition Period, he will not, directly or
indirectly, sell, attempt to sell, provide or attempt to provide, any products
or services in competition with those products or services provided by the
Company to any person or entity who was a customer or an actively sought
prospective customer of the Company, at any time during his employment with the
Company. The restrictions set forth above shall immediately terminate and shall
be of no further force or effect (i) in the event of a default by the Company in
the payment of any compensation or benefits to which the Executive is entitled
hereunder, which default is not cured within thirty (30) days after written
notice thereof, or (ii) at the election of the Executive, if the Executive's
employment has been terminated by the Company without Cause or by the Executive
for Good Reason. Under these circumstances, the amount of salary and other
compensation payable to the Executive by a Competitor and attributable to
employment during the Non-Competition Period shall not reduce or otherwise
mitigate amounts due hereunder.

                  (c)      The Executive acknowledges and agrees that the
Company has a legitimate business interest in preventing him from engaging in
activities competitive with it as

                                      -11-

<PAGE>

described in this Section 7 and that any breach of this Section 7 would
constitute a material breach of this Section 7 and this Agreement.

                  (d)      If, during the Non-Competition Period, the Executive
is offered and wants to accept employment with a business that engages in
activities similar to those of the Company, the Executive will inform the
Company in writing of the identity of the business, his proposed duties with
that business, and the proposed starting date of that employment. The Executive
also agrees that he will inform that business of the terms of this Section 7.
The Company will analyze the proposed employment and make a determination as to
whether it would violate this Section 7. If the Company determines that the
proposed employment would not pose an unacceptable threat to the Company's
interests, the Company will notify the Executive in writing that it does not
object to the employment.

                  (e)      The Executive acknowledges and agrees that this
Section 7 is intended to limit his right to compete only to the extent necessary
to protect the Company's legitimate business interest. The Executive
acknowledges and agrees that the agreement is not overly broad at the time of
execution in that he has a reasonable current expectation that he will be able
to earn a livelihood without violating the terms of this Section 7. If any of
the provisions of this Section 7 should ever be deemed to exceed the time,
geographic area, or activity limitations permitted by applicable law, the
Executive agrees that such provisions may be reformed to the maximum time,
geographic area and activity limitations permitted by applicable law, and the
Executive authorizes a court or other trier of fact having jurisdiction to so
reform such provisions.

         7.2      Non-Solicitation. While the Executive is employed by the
Company and during the Non-Competition Period, the Executive will not, directly
or indirectly, solicit or encourage any employee of the Company to terminate
employment with the Company; hire, or cause to be hired, for any employment by a
Competitor, any person who within the preceding 12 month period has been
employed by the Company, or assist any other person, firm, or corporation to do
any of those acts described in this Section 7.2.

         7.3      Definitions. For purposes of this Section 7, the following
definitions will apply:

                  (a)      "Directly or indirectly" as used in this Agreement
includes an interest in or participation in a business as an individual,
partner, shareholder, owner, director, officer, principal, agent, employee,
consultant, trustee, lender of money, or in any other capacity or relation
whatsoever. The term includes actions taken on behalf of the Executive or on
behalf of any other person. "Directly or indirectly" does not include the
ownership of less than 5% of the outstanding shares of any corporation, if such
shares are publicly traded in the over-the-counter market or listed on a
national securities exchange.

                  (b)      "Competitor" as used in this Agreement means any
person, firm, association, partnership, corporation or other entity that
competes or attempts to compete with the Company by providing or offering to
provide the same or similar services or products as the Company within any
geographic area in which the Company provides or offers those services or
products. "Competitor" does not include a parent, subsidiary or affiliated
organization of any entity that competes or attempts to compete with the Company
as defined in the preceding

                                      -12-

<PAGE>

sentence where that parent, subsidiary or affiliated organization does not
itself compete or attempt to compete with the Company by providing or offering
to provide the same or similar services or products as the Company within any
geographic areas in which the Company provides or offers those services or
products.

8.       Representations. Executive represents and warrants to the Company that
the execution, delivery and performance of this Agreement by Executive does not
conflict with, or result in the breach by Executive or violation by Executive
of, any other agreement to which Executive is a party or by which Executive is
bound (other than existing agreements with Conestoga). Executive hereby agrees
to indemnify the Company, its officers, directors and shareholders and hold them
harmless from and against any liability which they may at any time suffer or
incur arising out of or relating to any breach of an agreement, representation
or warranty made by Executive herein. The Company represents and warrants that
this Agreement and the transactions contemplated hereby have been duly
authorized by the Company by all necessary corporate and shareholder action, and
that the execution, delivery and performance of this Agreement by the Company
does not conflict with, or result in the breach or violation by the Company or,
its Articles of Incorporation or Amended and Restated Bylaws or any other
agreement to which the Company is a party or by which it is bound. The Company
hereby agrees to indemnify Executive and hold Executive harmless from and
against any liability which Executive may at any time suffer or incur arising
out of or relating to any breach of an agreement, representation or warranty
made by the Company herein.

9.       Remedies. The parties hereto agree that the Company would suffer
irreparable harm from a breach by the Executive of any of the covenants or
agreements contained herein. Therefore, in the event of the actual or threatened
breach by the Executive of any of the provisions of this Agreement, the Company
may, in addition and supplementary to other rights and remedies existing in its
favor, apply to any court of law or equity of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce or
prevent any violation of the provisions hereof. The Executive agrees that these
restrictions are reasonable.

10.      Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company and its affiliates and their successors and
assigns, and shall be binding upon- and inure to the benefit of the Executive
and his legal representatives and assigns, provided that in no event shall the
Executive's obligations to perform services for the Company and its affiliates
be delegated or transferred by the Executive. The Company may assign or transfer
its rights hereunder to a successor corporation in the event of a merger,
consolidation or transfer or sale of all or substantially all of the assets of
the Company or of the Company's business (provided, however, that no such
assignment or transfer shall have the effect of relieving the Company of any
liability to the Executive hereunder or under any other agreement or document
contemplated herein), but only if such assignment or transfer does not result in
employment terms, conditions, duties or responsibilities which are or may be
materially different than the terms, conditions, duties or responsibilities of
the Executive hereunder.

11.      Modification or Waiver. No amendment, modification, waiver,
termination or cancellation of this Agreement shall be binding or effective for
any purpose unless it is made in a writing signed by the party against whom
enforcement of such amendment, modification, waiver, termination or cancellation
is sought. No course of dealing between or among the parties

                                      -13-

<PAGE>

to this Agreement shall be deemed to affect or to modify, amend or discharge any
provision or term of this Agreement. No delay on the part of the Company or the
Executive in the exercise of any of their respective rights or remedies shall
operate as a waiver thereof, and no single or partial exercise by the Company or
the Executive of any such right or remedy shall preclude other or further
exercises thereof. A waiver of a right or remedy on any one occasion shall not
be construed as a bar to or waiver of any such right or remedy on any other
occasion.

12.      Severability. Whenever possible each provision and term of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision or term of this Agreement shall be
held to be prohibited by or invalid under such applicable law, then such
provision or term shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or affecting in any manner whatsoever the
remainder of such provisions or term or the remaining provisions or terms of
this Agreement.

13.      Counterparts. This Agreement may be executed in separate counterparts,
each of which is deemed to be an original and all of which taken together
constitute one and the same Agreement.

14.      Headings. The headings of the Sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute a part hereof and
shall not affect the construction or interpretation of this Agreement.

15.      Entire Agreement. This Agreement (together with all documents and
instruments referred to herein) constitutes the entire agreement, and supersedes
all other prior agreements and undertakings, both written and oral, among the
parties with respect to the subject matter hereof.

16.      Release. In consideration for the execution of this Agreement, the
Executive hereby agrees to enter into the Agreement and General Release attached
hereto as Exhibit A, pursuant to which the Executive agrees to release the
Company from any claims he has under the Conestoga Agreement or due to his
employment with the Conestoga in exchange for the rights granted hereunder.

17.      Withholding. All payments under this Agreement shall be made subject to
applicable tax withholding, and the Company shall withhold from any payments
under this Agreement all federal, state and local taxes as the Company is
required to withhold pursuant to any law or governmental rule or regulation.
Except as specifically provided otherwise in this Agreement, the Executive shall
bear all expense of, and be solely responsible for, all federal, state and local
taxes due with respect to any payment received under this Agreement.

18.      Governing Law. This Agreement shall be governed by and interpreted
under the laws of Pennsylvania without giving effect to any conflict of laws
provisions.

                                      -14-

<PAGE>

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

                                            D&E COMMUNICATIONS, INC.

                                            By:   /s/ Garth Sprecher
                                               --------------------------------
                                            Name:
                                            Title:

                                            Executive

                                                  /s/ Albert H. Kramer
                                            -----------------------------------
                                            Albert H. Kramer

                                      -15-