<PAGE>

                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of the
18th day of June, 2003 between MPOWER COMMUNICATIONS CORP., a Nevada corporation
(the "COMPANY"), and Jim Ferguson ("EXECUTIVE"). Capitalized terms that are not
defined within the text of this Agreement are defined in Section 6 hereof,
except as otherwise indicated.

                  WHEREAS, Company has offered employment to Executive and
Executive has accepted the offer;

                  WHEREAS, the Company has agreed to employ Executive upon the
terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the promises and the
covenants and agreements herein contained, the parties hereto agree as follows:

                  1.       EMPLOYMENT TERM. Subject to earlier termination in
accordance with the provisions of this Agreement, the Agreement shall become
effective as of the date hereof (the "EFFECTIVE DATE") and the term of
Executive's employment with the Company pursuant to this Agreement (the "TERM")
shall continue until either party terminates Executive's employment, subject to
Executive's rights and the Company's obligations contained in Section 4 of this
Agreement.

                  2.       DUTIES; RESPONSIBILITIES. Executive shall be employed
by the Company as President of Sales and shall report solely and directly to the
Company's Chief Executive Officer (the "CEO"). The duties and responsibilities
of Executive shall be commensurate with those duties and responsibilities that
are customarily assigned to such positions, as may be designated from time to
time by the CEO. During the Term, Executive shall devote his full business time,
attention and energies to the position of President of Sales of the Company;
provided, however, that Executive may devote reasonable amounts of time to (i)
passive personal investments and (ii) charitable activities so long as such
activities do not interfere with his performance pursuant to this Agreement.
While Executive may continue to reside in Laguna Niguel, California, Executive
acknowledges that he may be required to travel in connection with his
employment.

                  3.       COMPENSATION AND BENEFITS.

                  3.01     FIXED SALARY. During the Term, as compensation for
Executive's services, the Company shall pay Executive a salary at the rate of
$220,000 per annum (the "FIXED SALARY") in equal bi-weekly installments less
appropriate payroll deductions as required by law. The Fixed Salary shall be
reviewed at least annually thereafter by the CEO or such other persons as
appointed by the CEO.

                  3.02     ANNUAL BONUS. Executive shall be eligible to receive
an annual bonus (the "ANNUAL BONUS") of up to 75% of the Fixed Salary,
contingent upon achieving established goals determined by the Company in
accordance with its customary procedures and

<PAGE>

standards. The Annual Bonus shall be prorated to reflect the percentage of the
year the Executive is with the Company. For the two (2) quarters from July 1,
2003 through December 31, 2003, the Executive shall be entitled to have 50% of
his Annual Bonus determined by the Company's sales performance, and shall be
guaranteed a quarterly bonus of $10,312.50 as part of that sales performance
bonus portion of the Annual Bonus, without regard to the Company sales for that
quarter. The Executive shall also be entitled to an additional bonus for sales
performance for said quarters, with the Executive having the opportunity to earn
more than the targeted $20,625 quarterly if he exceeds target levels established
by the CEO.

                  3.03     EXPENSES. The Company shall pay or reimburse
Executive for all reasonable business expenses incurred in the performance of
Executive's duties and which are consistent with the Company's policies,
practices and procedures, upon submission of appropriate vouchers and other
supporting data.

                  3.04     STOCK OPTIONS. Not later than June 18, 2003 (the
"GRANT DATE"), Executive shall be granted stock options to purchase 350,000
shares of the Company's common stock (the "NEW OPTIONS"). Such New Options shall
(i) have an exercise price equal to $0.90 per share, (ii) vest in three (3)
equal installments on each of the first three anniversaries of the Grant Date,
(iii) have a term (the "TERM") of (10) years from the Grant Date, (iv) remain
exercisable, to the extent vested on the Termination Date, for five (5) years
after the termination of Executive's employment with the Company for any reason,
but in no event after the expiration of the Term, and (v) be non-qualified
options within the meaning of the Internal Revenue Code.

                  3.05     BENEFITS. Executive and his eligible dependents shall
be entitled to participate in all general pension, profit-sharing, life,
medical, disability and other insurance, welfare and fringe benefit plans in
effect for similarly situated executives of the Company.

                  3.06     PAID TIME OFF. As set forth in Appendix B, attached
hereto and incorporated herein by reference, Executive shall not be entitled to
receive paid time off in accordance with the Company's paid time off policy;
provided, however, Executive has the liberty and ability to take time off on a
reasonablebasis, and is not required to record or track such time off.

                  4.       TERMINATION OF EMPLOYMENT. Subject to the terms of
this Section 4, the Company and/or the Executive may terminate Executive's
employment under this Agreement at any time and for any reason.

                  4.01     TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD
REASON. In the event that Executive's employment is terminated by the Company
for Cause or the Executive terminates his employment without Good Reason,
Executive shall receive the following: (i) accrued and unpaid Fixed Salary
through the Termination Date and reimbursement for any outstanding business
expenses; and (ii) such other accrued compensation and benefits (including
post-retirement benefits) as may be due under the terms of the compensation and
benefit plans in which Executive participates.

                                       2

<PAGE>

                  4.02     TERMINATION WITHOUT CAUSE; RESIGNATION WITH GOOD
REASON. In the event of (A) the Company's termination of Executive's employment
hereunder without Cause, (B) Executive's resignation for Good Reason, (C)
Executive's death, or (D) Executive's Disability, Executive shall be entitled to
the following: (i) the payments and benefits set forth in Section 4.01 hereto
and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to the Fixed Salary
immediately preceding the Termination Date. Payment of the Severance Benefit
shall be contingent upon Executive's execution of a waiver and release of claims
(a "RELEASE") in favor of the Company and its affiliates and their respective
employees and agents, substantially in the form set forth in Appendix A. The
Severance Benefit shall be paid by the Company over approximately twelve (12)
months in bi-weekly installments less appropriate payroll deductions as required
by law. The Severance Benefit payments shall commence within one week after the
expiration of the Revocation Period, as defined in the Release.

                  4.03     SEVERANCE TRUST. An amount equal to the Fixed Salary
shall be designated for the benefit of the Executive in the Company's "Employee
Benefit Trust II" to fund the payment of any Severance Benefit that might be due
the Executive pursuant to this Agreement.

                  4.04     TERMINATION DUE TO DEATH OR DISABILITY. In the event
of Executive's death or Disability, the Fixed Salary shall immediately cease.
Neither Executive, nor his estate, as the case may be, shall be entitled to
continue to receive any benefits other than the Severance Benefit, proceeds from
insurance per the terms of any applicable policy and reimbursement of expenses.
In addition, all further vesting of options shall cease on the Termination Date.

                  4.05     NO OTHER PAYMENTS OR BENEFITS. As of the Termination
Date, other than the payments and benefits expressly provided for or referred to
in this Section 4, all obligations of the Company to Executive, other than as
required by law or provided under any applicable employee benefit plan of the
Company, shall cease.

                  4.06     NOTICE OF TERMINATION. Any termination of Executive's
employment by the Company or by Executive during the Term shall be communicated
by a Notice of Termination to the other party hereto. The Notice of Termination
shall, if applicable, 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 of Executive's
employment under the provision so indicated.

                  4.07     BREACH OF RESTRICTIVE COVENANTS. If, at any time
Executive breaches any of the provisions of Sections 5.01, 5.02, 5.03 and/or
5.05 below, he shall not be eligible, as of the date of such breach, for any
severance benefits described in this Section 4 and all obligations of the
Company to pay any such severance benefits hereunder shall thereupon cease.

                  5.       RESTRICTIVE COVENANTS.

                                        3

<PAGE>

                  5.01     CONFIDENTIALITY; NONDISCLOSURE. Executive understands
and acknowledges that in the course of Executive's employment, he has had and
will continue to have access to and will learn information proprietary to the
Company and its subsidiaries affiliates (the "COMPANY GROUP") that concerns the
technological innovations, operation and methodology of the Company Group,
including, without limitation, business plans, financial information, protocols,
proposals, manuals, procedures and guidelines, computer source codes, programs,
software, know-how and specifications, copyrights, trade secrets, market
information, Developments (as hereinafter defined), data and customer
information (collectively, "PROPRIETARY INFORMATION"). Executive agrees that
during the period beginning on the date of his hiring and continuing in
perpetuity thereafter, Executive shall keep confidential and shall not disclose
any such Proprietary Information to any third party, except as required to
fulfill his duties in connection with his employment by the Company, and shall
not misuse, misappropriate or exploit such Proprietary Information in any way.
The restrictions contained herein shall not apply to any information which
Executive can demonstrate (i) was already available to the public at the time of
disclosure, or subsequently became available to the public, otherwise than by
breach of this Agreement or (ii) was the subject of a court order to disclose.
Upon any termination of Executive's employment, Executive will immediately
return to the Company all Proprietary Information and copies thereof in
Executive's possession.

                  "DEVELOPMENTS" shall mean all data, discoveries, findings,
reports, designs, inventions, improvements, methods, practices, techniques,
developments, programs, concepts and ideas, whether or not patentable, relating
to the present or planned activities, or the products and services of the
Company.

                  5.02     NO COMPETING EMPLOYMENT. Executive hereby
acknowledges that in the course of Executive's employment with the Company,
Executive has become familiar, and will become familiar, with the trade secrets
of the Company Group and with other confidential information concerning the
Company Group, and that Executive's services have been and will be of special,
unique and extraordinary value to the Company Group. Therefore, Executive hereby
agrees that for the duration of the Restricted Period, Executive shall not,
unless Executive receives the prior written consent of the Board of Directors of
the Company (the "BOARD"), directly or indirectly, knowingly own an interest in,
manage, operate, join, control, lend money or render financial or other
assistance to or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any individual, partnership,
firm, corporation or other business organization or entity that competes with
the business of the Company as such businesses exist or are in the process of
being formed or acquired as of the Termination Date, within any geographical
area in which the Company is engaged, services customers, or was actively
planning to engage during the Term or as of the Termination Date; provided,
however, that this Section 5.02 shall not proscribe Executive's ownership,
either directly or indirectly, of less than one percent of any class of
securities which are listed on a national securities exchange or quoted on the
automated quotation system of the National Association of Securities Dealers,
Inc.

                  5.03     RESTRICTIONS ON SOLICITATION. During the Restricted
Period and except as required pursuant to Executive's duties to the Company in
connection with the

                                        4

<PAGE>

employment relationship, Executive will not, directly or indirectly: (i) solicit
or contact any customer of the Company Group (or any other entity that Executive
knows is a potential customer with respect to specific products of the Company
Group and with which Executive have had contact during the period of Executive's
employment with the Company Group) for any commercial pursuit that to
Executive's knowledge is in competition with the Company, or that to Executive's
knowledge is contemplated from time to time during the period of Executive's
employment with the Company by the Company's business plan; (ii) take away or
interfere or attempt to interfere with any custom, trade, business, patronage or
other business relation of the Company, or induce, or attempt to induce, any
employees, agents or consultants of or to the Company Group to do anything from
which Executive is restricted by reason of this Section 5; or (iii) induce or
aid others to induce employees, agents or consultants of the Company Group to
terminate their employment with the Company Group, or interfere or attempt to
interfere with any employees, agents or consultants of the Company Group.

                  5.04     EXTENSION OF RESTRICTED PERIOD. The Restricted Period
shall be extended by the length of any period during which Executive is in
breach of any of the terms of Section 5 hereof.

                  5.05     ASSIGNMENT OF DEVELOPMENTS. During the Term, all
Developments that are at any time made, conceived or suggested by Executive,
whether acting alone or in conjunction with others, shall be the sole and
absolute property of the Company, free of any reserved or other rights of any
kind on Executive's part. During the Term, if such Developments were made,
conceived or suggested by Executive during or as a result of Executive's
employment relationship with the Company, thereafter, Executive shall promptly
make full disclosure of any such Developments to the Company and, at the
Company's cost and expense, do all acts and things (including, among others, the
execution and delivery under oath of patent and copyright applications and
instruments of assignment) deemed by the Company to be necessary or desirable at
any time in order to effect the full assignment to the Company, or of
Executive's right and title, if any, to such Developments. Executive
acknowledges and agrees that any invention, concept, design or discovery that
concretely relates to or is associated with Executive's work for the Company
that is described in a patent application or is disclosed to a third party
directly or indirectly by Executive during the Restricted Period shall be the
property of and owned by the Company and such disclosure by patent application
or otherwise shall constitute a breach of Section 5.01 above.

                  5.06     APPLICATION OF COVENANTS. The activities described in
this Section 5 shall be prohibited regardless of whether undertaken by Executive
in an individual or representative capacity, and regardless of whether performed
for Executive's own account or for the account of any other individual,
partnership, firm, corporation or other business organization (other than the
Company Group).

                  5.07     INJUNCTIVE RELIEF. Without limiting the remedies
available to the Company, Executive acknowledges that a breach of any of the
covenants contained in this Section 5 may result in material irreparable injury
to the Company for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and

                                        5

<PAGE>

that, in the event of such a breach or threat thereof, the Company shall be
entitled to seek a temporary restraining order or a preliminary or permanent
injunction restraining Executive from engaging in activities prohibited by this
Section 5 or such other relief as may be required to specifically enforce any of
the covenants in this Section 5.

                  5.08     REASONABLENESS OF COVENANTS. If, at the time of
enforcement of the covenants set forth in this Section 5, a court holds that the
restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area.

                  5.09     VIOLATION AND REMEDY. If the Company reasonably
determines that Executive has breached any of the provisions of this Section 5,
in addition to any other remedies available to the Company in law or equity, the
Company shall be entitled to immediately suspend as of the date of such breach
the provision to Executive of any payments or benefits under this Agreement,
including without limitation, the Severance Benefit outlined in Section 4 of
this Agreement, and any Severance Benefits already paid shall be immediately
returned to the Company. In addition, should the Company breach any of its
obligations under this Agreement, including without limitation, the Severance
Benefit outlined in Section 4, Executive will not be bound by the provisions of
Sections 5.02 and 5.03.

                  6.       DEFINITIONS.

                  "CAUSE" shall mean the occurrence of any of the following
events: (i) Executive's willful material violation of any law or regulation
applicable to the business of the Company; (ii) Executive's conviction of, or
plea of "no contest" to, a felony; (iii) any willful perpetration by Executive
of an act involving moral turpitude or common law fraud whether or not related
to Executive's activities on behalf of the Company; (iv) any act of gross
negligence by Executive in the performance of Executive's duties as an employee;
(v) any violation of the "Standards of Conduct" set forth in the Company's
employee manual, as in effect from time to time; or (vi) any willful misconduct
by Executive that is materially injurious to the financial condition or business
reputation of, or is otherwise materially injurious to, the Company.

                  "DISABILITY" shall have the meaning set forth in the Company's
long-term disability plan applicable to Executive.

                  "GOOD REASON" shall mean the occurrence of any of the
following events: (i) a material adverse change in Executive's title or duties
in effect on the Effective Date; (ii) a material reduction in Executive's Fixed
Salary or Annual Bonus opportunity in effect on the Effective Date; and (iii)
the relocation of Executive's principal place of business to a location that is
more than 35 miles from Laguna Niguel, California.

                  "NOTICE OF TERMINATION" shall mean the notice provided in the
event of any termination of Executive's employment by the Company or resignation
by Executive during the Term which shall be communicated to the other party
hereto.

                                        6

<PAGE>

                  "RESTRICTED PERIOD" shall mean: (i) the period during which
Executive is employed with the Company; and (ii) following a termination of
Executive's employment with the Company for any reason, the period beginning on
the Termination Date and ending on the first anniversary of the Termination
Date.

                  "TERMINATION DATE" shall be determined as follows: (i) if
Executive's employment is terminated for Disability, sixty days after a Notice
of Termination is given (provided that Executive shall not have returned to the
full-time performance of his duties during such sixty-day period); (ii) if
Executive's employment is terminated by the Company without Cause, the date
specified in the Notice of Termination, which date shall be no earlier than 30
days after the date such notice is delivered to Executive, as the case may be
(or if no date is specified in the Notice of Termination, sixty days after the
Notice of Termination is received by the Company or delivered to Executive, as
the case may be); (iii) if Executive's employment is terminated by the Company
for Cause, the date specified in the Notice of Termination; (iv) in the event of
Executive's resignation of employment, the Termination Date shall be the date
set forth in the Notice of Termination, which date shall be no earlier than
thirty days after the date such notice is received by the Company; or (v) the
Termination Date in the event of Executive's death shall be the date of
Executive's death.

                  7.       NOTICES. All notices under this Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered
against receipt or if mailed by registered or certified mail, return receipt
requested, addressed to the Company and to Executive, at the address indicated
below or to such other person or address as may be designated by like notice
hereunder. Any such notice shall be deemed to have been given on the day
delivered, if personally delivered, or on the third business day after the date
of mailing, if mailed.

                     To the Company:

                               Mpower Communications Corp.
                               175 Sully's Trail, Suite 300
                               Pittsford, NY 14534

                               Attention: Rolla P. Huff

                     To Executive:

                               Jim Ferguson
                               8 Charmony
                               Laguna Niguel, CA 92677

                  8.       DISPUTE RESOLUTION PROCESS. Any future dispute,
controversy or claim between the parties arising from or relating to this
Agreement, its breach or any matter addressed by the Agreement shall be resolved
through binding confidential arbitration in Rochester, New York, to be conducted
by an arbitrator that is mutually agreeable to both

                                        7

<PAGE>

Executive and the Company, all in accordance with the rules of the American
Arbitration Association then in effect. If Executive and the Company cannot
agree upon an arbitrator, the arbitration shall be settled before a panel of
three arbitrators, one to be selected by the Company, one by Executive and the
other by the two persons so selected, all in accordance with the rules of the
American Arbitration Association then in effect. Judgment upon the award
rendered by the arbitrator(s) may be entered by any court having jurisdiction
over the matter. Costs and fees of the arbitration will be divided equitably by
the arbitrator between both parties; provided, however, that, in the event that
either party prevails over the other party in connection with an arbitration
arising out of a breach of this Agreement, the non-prevailing party shall be
liable for all reasonable attorney's fees and expenses incurred in connection
with any action for damages or the enforcement of any provision of this
Agreement brought by the other party.

                  9.       MISCELLANEOUS.

                  9.01     NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this
Agreement nor any of the rights or benefits evidenced hereby shall confer upon
Executive any right to continuance of employment by the Company or interfere in
any way with the right of the Company to terminate Executive's employment,
subject to the provisions of Section 4 above, for any reason, with or without
Cause.

                  9.02     EXECUTIVE'S REPRESENTATION. Executive hereby
represents and warrants to the Company that the execution and delivery by
Executive of this Agreement to the Company will not breach the terms of any
contract, agreement or understanding to which Executive is party. Executive
further acknowledges and agrees that a breach of this representation by
Executive shall render this Agreement void ab initio and of no further force and
effect.

                  9.03     SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and, in the case of the
Company, business successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise), but no other person shall acquire or have any
rights under or by virtue of this Agreement, and the obligations of Executive
under this Agreement may not be assigned or delegated.

                  9.04     SEVERABILITY. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

                  9.05     WITHHOLDING. Amounts paid to Executive's hereunder
shall be subject to all applicable federal, state and local tax withholdings.

                                        8

<PAGE>

                  9.06     HEADINGS. The headings contained in this Agreement
are intended solely for convenience of reference and shall not affect the rights
of the parties to this Agreement.

                  9.07     SURVIVAL. All of the provisions and restrictions set
forth in Section 5 shall survive and continue in full force in accordance with
their terms notwithstanding any termination of the Term.

                  9.08     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.

                  9.09     GOVERNING LAW. This Agreement shall be governed by
and construed and enforced in accordance with the laws and decisions of the
State of New York applicable to contracts made and to be performed therein
without giving effect to the principles of conflict of laws.

                  9.10     ENTIRE AGREEMENT; MODIFICATION; WAIVER;
INTERPRETATION. This Agreement contains the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all
prior negotiations and oral understandings concerning the subject matter hereof.
Neither this Agreement nor any of its provisions may be modified, amended,
waived, discharged or terminated, in whole or in part, except in writing signed
by the party to be charged. No waiver of any such provision or any breach of or
default under this Agreement shall be deemed or shall constitute a waiver of any
other provision, breach or default. All pronouns and words used in this
Agreement shall be read in the appropriate number and gender, the masculine,
feminine and neuter shall be interpreted interchangeably and the singular shall
include the plural and vice versa, as the circumstances may require.

                                        9

<PAGE>

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

                                          MPOWER COMMUNICATIONS CORP.

                                          By:    /s/ Rolla P. Huff
                                              ---------------------------
                                                Rolla P. Huff
                                                Chairman and CEO

                                                  /s/ Jim Ferguson
                                              -----------------------------
                                                Jim Ferguson

                                       10

<PAGE>

                                   APPENDIX A

Mpower Communications Corp.
175 Sully's Trail, Suite 300
Pittsford, NY 14534

                                     RELEASE

                  I, Jim Ferguson, am a party to an Employment Agreement (the
"AGREEMENT"), dated June 18, 2003, with Mpower Communications Corp., a Nevada
corporation (the "COMPANY"). The Agreement contemplates that, in consideration
for my receipt of the Severance Benefit (as such term is defined in the
Agreement), I will deliver a Release in the form set forth below, and I now
desire to deliver such Release to the Company in the manner contemplated by the
Agreement.

                  1. General Release. In consideration of the Severance Benefit,
I hereby release and forever discharge the Released Parties (as defined below)
from any and all claims, actions, causes of action, suits, costs controversies,
judgments, decrees, verdicts, damages, liabilities, attorney's fees, covenants,
contracts and agreements (collectively, including claims, actions and causes of
action set forth in Section 2 below, "CLAIMS") that I may have against the
Released Parties based on or arising out of (i) my employment relationship with
and service as an employee, officer or director of the Company, and the
termination of such relationship or service, or (ii) any event, condition,
circumstance or obligation that occurred, existed or arose on or prior to the
date hereof, including, without limitation, any Claims arising under any
applicable federal, state or local law, or any law of any foreign jurisdiction,
whether such Claim arises under statute, common law or in equity, and whether or
not I am presently aware of such claim. I further agree that the payments and
benefits described in the Agreement are in full satisfaction of any and all
Claims for payments or benefits that I may have against the Company arising out
of my employment relationship, my service as an employee, officer or director of
the Company and the termination thereof. I also do forever release, discharge
and waive any rights that I may have to recover in any proceedings brought by
any federal, state or local agency against the Released Parties to enforce any
laws.

                  For purposes of this release, the "RELEASED PARTIES" means,
individually and collectively, the Company, its present, former and future
shareholders, partners, limited partners, affiliates, parents, subsidiaries,
successors, directors, officers, employees, agents, attorneys, successors and
assigns.

                  2. Specific Release of ADEA Claims. In further consideration
of the Severance Benefit, I hereby release and forever discharge the Company and
its employees, officers and directors from any and all Claims that I may have as
of the date of my signing of this Release arising under the FEDERAL AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, and the applicable rules
and regulations promulgated thereunder ("ADEA").

                  3. Release of Unknown Claims. I understand that I am releasing
Claims pursuant to this Agreement that I may not know about, and that is my
intent. I expressly waive all rights that I might have under any law that is
intended to prevent unknown Claims from being released and I understand the
significance of doing so. In addition, I expressly acknowledge that the Release
under this Agreement is intended to include and does include in its effect,
without limitation, all Claims which I do not know or suspect to exist in my
favor at the time of execution of this Release and that this Release expressly
contemplates the extinguishment of all such Claims.

                  4. No Pending Litigation. I hereby represent and agree that I
have not filed, and will not file, any action, complaint, charge, grievance or
arbitration against any Released Party.

                  5. No Right to Commence any Legal Action. I will not commence
or join any legal action, which term includes, without limitation, any demand
for arbitration proceedings and any complaint to any federal, state or

                                      A-1
<PAGE>

local agency, court or other tribunal, to assert any Claim released by me under
this Agreement against a Released Party.

                  6. Acknowledgment. By signing this Release, I hereby
acknowledge and confirm the following:

                  (a) Consultation with an Attorney. I was advised in writing by
         the Company in connection with my termination of employment to consult
         with an attorney of my choice prior to signing the Agreement and this
         Release and to have such attorney explain to me the terms of the
         Agreement and this Release, including, without limitation, the terms
         relating to my release of claims arising under ADEA.

                  (b) Understand this Agreement. I have read the Agreement and
         this Release carefully and completely and understand each of the terms
         thereof.

                  (c) Twenty-One Days to Consider. I was given not less than
         twenty-one days to consider the terms of the Agreement and this Release
         and to consult with an attorney of my choosing with respect thereto,
         and that for a period of seven days following my signing of this
         Release, I have the option to revoke this Release in accordance with
         the terms set forth below.

                  (d) Consideration. By signing this Release, I hereby
         acknowledge and confirm that I am providing the Release and discharge
         set forth herein only in exchange for consideration in addition to
         anything of value to which I am already entitled.

                  1. 7. Revocation. I have the right to revoke this Release
during the seven-day period (the "REVOCATION PERIOD") commencing immediately
following the date I sign and deliver this Release to the Company. The
Revocation Period shall expire at 5:00 p.m., New York time, on the last day of
the Revocation Period; PROVIDED, HOWEVER, that if such seventh day is not a
business day, the Revocation Period shall extend to 5:00 p.m. on the next
succeeding business day. In the event of any such revocation by me, the
obligations of the Company to pay the Severance Benefit pursuant to the
Agreement shall terminate and be of no further force and effect as of the date
of such revocation. No such revocation by me shall be effective unless it is in
writing and signed by me and received by a representative of the Company prior
to the expiration of the Revocation Period.

         My signature below indicates my agreement with the terms and provisions
described above.

   /s/ Jim Ferguson
-----------------------------

Jim Ferguson

_____________________________

Date

                                      A-2