EXHIBIT 10.3



                              EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT,  dated as of January 4, 1999,  by and  between
SAVILLE SYSTEMS PLC, a public limited company incorporated under the laws of the
Republic of Ireland,  and its  subsidiaries,  SAVILLE  SYSTEMS,  INC.  ("SSUS"),
SAVILLE SYSTEMS CANADA, LTD. ("SSC"),  SAVILLE SYSTEMS (UK) LIMITED ("SSUK") and
SAVILLE SYSTEMS AUST. PTY LTD ("SSA") (collectively,  the "Companies"), and JOHN
J. KILEY, a resident of Massachusetts (the "Executive");

                                   WITNESSETH:
         WHEREAS,  each of the  Companies  wishes to employ the Executive as its
Executive Vice President,  Global Sales and Marketing, to serve in such capacity
for all five Companies simultaneously; and
         WHEREAS,  the  Executive  wishes to be employed in this capacity by the
Companies, on the terms and conditions set forth below.
         NOW,  THEREFORE,  in consideration of the mutual  obligations set forth
herein, the parties hereto hereby agree as follows:

1.  Engagement.  Each Company hereby employs the Executive to serve as Executive
Vice  President,  Global  Sales and  Marketing  of each  Company  for the period
beginning on the date first above written and ending at the close of business on
January  5,  2000  or on such  earlier  date as the  Executive's  employment  is
terminated pursuant to the terms hereof (hereinafter, the "Term"). The Executive
hereby  accepts  such  employment  for such  Term,  on the terms and  conditions
hereinafter set forth.

2.  Duties.  During  the  Term,  the  Executive  shall  be  responsible  for the
management of the sales and marketing  functions of the Companies and shall have
such duties and  responsibilities  as may be  assigned to him by the  President,
Chief Executive  Officer or the Board of Directors of the Company (the "Board").
The  Executive  shall  use his  best  efforts  and  shall  act in good  faith in
performing all duties reasonably  required to be performed under this Agreement.
The  Executive's  principal  place  of  business  shall  be in or  near  Boston,
Massachusetts, at the offices of SSUS located there.

3. Availability. While employed by the Companies pursuant to this Agreement, the
Executive  shall devote his entire  working time,  attention and energies to the
Companies'  business  and shall not be  engaged in any other  business  activity
without the express approval of the Board.

4.  Expenses.  Each Company  shall  reimburse  the  Executive,  with  reasonable
promptness upon presentation of itemized vouchers or receipts,  for all ordinary
and necessary  business expenses incurred by the Executive in the performance of
his  duties  hereunder  to such  Company.  Air travel by the  Executive  for any
Company shall be by business class for international flights, by first class for
U.S.  domestic flights with a scheduled  duration of three hours or longer,  and
otherwise by coach class;  provided,  however,  that the  Companies  will,  when
possible, provide the Executive with frequent flyer (or similar program) upgrade
coupons to enable the  Executive  to upgrade to first  class on an as  available
basis.

5. Compensation.  As compensation for the services to be rendered hereunder, the
Companies agree as follows:

     (a) The Companies will pay to the Executive, in bi-weekly installments,  an
annual base  salary of  $250,000  during the Term.  The  Companies  shall not be
obligated  to pay the  Executive a salary for any time after the last day of the
Term except as provided herein.

     (b) Within 45 days of the end of each fiscal  quarter  during the Term, the
Executive  shall  receive a  commission  determined  as follows.  In each fiscal
quarter  during  the Term,  the  Companies  shall  determine  the amount of each
commission  paid or to be paid to each  sales  employee  of the  Companies  with
respect  to the  efforts  of  such  employee  during  such  quarter.  Each  such
commission  amount  shall  then  be  recalculated  as if the  percentage  of the
applicable  commission were 0.33% higher.  For example, a 3% commission would be
recalculated  as a 3.33%  commission.  The  excess of the  recalculated,  higher
amount over the commission  payable to the applicable  employee shall be paid to
the Executive within 45 days of the end of the applicable fiscal quarter, as set
forth above.  Notwithstanding the foregoing, if the applicable commission amount
is not  payable in full with  respect  to  calendar  year  1999,  then the 0.33%
additional  amount  shall  be  reduced  in the  same  manner  as the  applicable
commission.  For example,  if a sales employee is entitled to a 3% commission on
the guaranteed minimum payments under a service bureau contract but will be paid
1.5% of such  commission  during  calendar year 1999,  the amount payable to the
Executive hereunder will be determined by adding 0.165% (half of 0.33%) to 1.5%.
                  
     (c) In no event shall the total amount paid to the Executive by the Company
pursuant to Sections 5(a) and (b) exceed $1,000,000.

     (d) The Companies  shall pay the Executive a one-time cash signing bonus of
$100,000.00  on May 1, 1999  provided  that the  Executive is an employee of the
Company at that date.

     (e) The Executive shall be entitled to participate in the benefits  package
of the Companies for United States  employees,  including  comprehensive  health
insurance.  The Executive  shall be entitled to three weeks of paid vacation per
year.

6. Stock Option. The Company shall grant to the Executive a non-qualified option
for the Company's  Ordinary Shares in accordance with the terms specified in the
Stock Option  Agreement  between the Executive  and Saville  Systems PLC of even
date herewith.

7.  Ownership of Material  Information.  All right,  title and interest of every
kind and nature  whatsoever  in and to  discoveries,  inventions,  improvements,
patents (and applications therefor), copyrights, ideas, processes, developments,
know-how, laboratory notebooks,  creations, properties and all other proprietary
rights  arising  from,  or in any way  related  to, the  Executive's  employment
hereunder,  whether  developed by the  Executive  independently  or jointly with
others ("Intellectual Property"), shall become and remain the exclusive property
of the  Companies,  and the  Executive  shall  have  no  interest  therein.  The
Executive shall promptly disclose to the Companies and assign or transfer to the
Companies all rights in any Intellectual Property. If any Company elects to seek
patent or other  protection  with  respect  to any  Intellectual  Property,  the
Executive  shall,  at  such  Company's  expense,  take  all  actions  reasonably
requested  by such  Company to obtain  such  protection  for the benefit of such
Company and to fully vest in such  Company and its  successors  and assigns full
right and  title to such  Intellectual  Property.  Upon the  termination  of the
Executive's  employment  by the Companies  for any reason,  the Executive  shall
return to each Company all property of such Company,  including all copies of or
relating to any Intellectual Property, in the possession or under the control of
the Executive.

8.  Confidentiality.  The Executive shall not, during the term of his employment
by the Companies  pursuant to this Agreement or  thereafter,  disclose to anyone
(except to the extent  reasonably  necessary  for the  Executive  to perform his
duties  hereunder  or as may be  required by law) any  confidential  information
concerning  the  business  or affairs of any  Company  (or of any  affiliate  or
subsidiary  of any  Company),  including but not limited to lists of and records
relating  to  customers,   business   plans,   business   negotiations,   market
information,  financial  and cost  information,  and  scientific  and  technical
information (whether of any Company or entrusted to any Company by a third party
under a confidentiality  agreement or  understanding)  which the Executive shall
have  acquired in the course of, or incident to, the  performance  of his duties
pursuant to the terms of this  Agreement or pursuant to any prior  dealings with
any Company or any affiliate or subsidiary of any Company.  The Executive  shall
hold in  strictest  confidence,  as a fiduciary,  any and all such  confidential
information,  and  shall  comply  with all  instructions  of the  Companies  for
preservation  of the  confidentiality  of such  information.  In the  event of a
breach or threatened  breach by the Executive of the  provisions of this Section
8, the Companies  shall be entitled to an injunction  restraining  the Executive
from  disclosing,  in whole or in part,  such  information or from rendering any
services to any person, firm,  corporation,  association or other entity to whom
such  information  has been disclosed or is threatened to be disclosed.  Nothing
herein shall be construed as  prohibiting  the Companies from pursuing any other
remedies  available  to the  Companies  for such  breach or  threatened  breach,
including the recovery of damages from the  Executive.  Nothing  herein shall be
construed as prohibiting the Executive from disclosing to anyone any information
which is, or which  becomes,  available to the public (other than by reason of a
violation of this Section 8) or which is a matter of general business  knowledge
or experience.

9. Termination for Cause.

     (a) The  Companies may terminate  their  employment of the Executive  under
this Agreement for cause in the event that the President or the Board determines
that  the  Executive  (i) has  been  convicted  of,  or  entered  a plea of nolo
contendere  to, a crime  of  moral  turpitude  or a  felony  (whether  or not in
conjunction  with the  performance  by the  Executive  of his duties  under this
Agreement),  or (ii) has through willful  misconduct or gross negligence engaged
in an act or  course  of  conduct  that  causes  material  injury  to any of the
Companies (or any affiliate or subsidiary of any of the Companies)  (each of the
reasons  specified  in clauses (i) and (ii) hereof  being  referred to herein as
"Cause").

     (b) Upon a  termination  of employment  under  Section 9(a),  the Companies
shall  be   relieved   of  all  further   obligations   under  this   Agreement.
Notwithstanding such termination of employment,  the Executive shall continue to
be bound by the provisions of Sections 7, 8, 13 18.

10. Termination Without Cause or for Good Reason.

     (a) If, during the Term of this Agreement,  the employment of the Executive
is  terminated  (i) by the  Companies  other than  pursuant  to Section  9(a) or
Section 12 or (ii) by the  Executive  for Good  Reason (as defined  below),  the
Executive  shall be  entitled  to receive,  upon such  termination,  a severance
payment in an amount  equal to two times the annual  salary set forth in Section
5(a) and,  if such  termination  occurs  prior to May 1,  1999,  $100,000.  Such
severance  payment  shall be  payable  in equal  monthly  installments  over the
remaining  months of calendar  1999,  provided that the $100,000  payment due if
termination  occurs  prior  to May 1,  1999  shall be paid on May 1,  1999.  The
Company shall not be obligated to pay (i) any commission under Section 5(b) with
respect to the fiscal  quarter in which a  termination  under this Section 10(a)
occurs, or thereafter, or (ii) any amount due to unused vacation time.

     (b) For purposes of this  Agreement,  "Good Reason"  means the  occurrence,
without the Executive's  written consent,  of any of the events or circumstances
set forth in clauses (i) through (iii) below.  Notwithstanding the occurrence of
any  such  event  or  circumstance,  such  occurrence  shall  not be  deemed  to
constitute  Good Reason if,  prior to the date of  termination  specified in the
Notice of  Termination  (as  defined in Section  11) given by the  Executive  in
respect  thereof,  such event or  circumstance so identified by the Executive as
"Good Reason" has been fully  corrected  and the  Executive has been  reasonably
compensated for any losses or damages  resulting  therefrom  (provided that such
right of  correction  by the  Companies  shall only apply to the first Notice of
Termination for Good Reason given by the Executive).

          (i) the  assignment  to the  Executive of duties  inconsistent  in any
     material respect with the Executive's position (including status,  offices,
     titles and reporting requirements), authority or responsibilities in effect
     as of January 15, 1999,  or any other  action or omission by the  Companies
     which  results in a material  diminution  in such  position,  authority  or
     responsibilities;

          (ii) the failure of the Companies to obtain the  agreement,  in a form
     reasonably  satisfactory  to  the  Executive,  from  any  successor  to the
     Companies to assume and agree to perform this Agreement; or

          (iii) any failure of the  Companies or any successor to pay or provide
     to the Executive any portion of the  Executive's  compensation  or benefits
     due under this Agreement within fourteen days of the date such compensation
     is due, or any material breach by the Companies of this Agreement.

     (c)  Termination  of employment  under this Section 10 shall  terminate all
other  obligations  of the Companies  hereunder,  except the  obligations of the
companies  under  this  Section  10,  but shall not  terminate  the  Executive's
obligations  under  Sections  7, 8 and 13 and shall not  modify the terms of any
stock option between the Executive and the Companies.

11. Notice of Termination.  Any termination of the Executive's employment by the
Companies  or  by  the  Executive  under  Sections  9  or  10  hereof  shall  be
communicated  by a written  notice to the other  party  hereto  (the  "Notice of
Termination"),  given in accordance  with Section 16. Any Notice of  Termination
shall:  (a)  indicate  the  specific  termination  provision  (if  any)  of this
Agreement  relied  upon by the  party  giving  such  notice,  (b) to the  extent
applicable,  set forth in reasonable detail the facts and circumstances  claimed
to  provide a basis for  termination  of the  Executive's  employment  under the
provision so indicated and (c) specify the date of  termination,  which date may
not be less than 15 days or more than 120 days  after  the date of  delivery  of
such  Notice of  Termination.  In the event of a Notice  of  Termination  by the
Executive,  the Company may, in its  discretion,  reduce the period prior to the
date of termination by notice to the Executive.

12.  Death or  Inability  to  Perform  of the  Executive.  In the event that the
Executive,  during the period while employed under this Agreement,  shall die or
at any time  become  unable to carry out his duties  under this  Agreement,  the
Companies  may  terminate   this  Agreement  and  be  relieved  of  all  further
obligations hereunder. Termination of employment under this Section 12 shall not
terminate the Executive's obligations under Sections 7, 8 and 13.

13. Non-Competition.

     (a) The Executive hereby agrees that,  except as provided in Section 13(b),
during the term of his  employment by the Companies  pursuant to this  Agreement
and for a period of one year following the  termination of his employment  under
this  Agreement  prior to December 31, 1999 pursuant to Section  10(a),  he will
not, directly or indirectly and in any way, whether as principal or as director,
officer, employee,  consultant,  agent, partner or stockholder to another entity
(other than by the ownership of a passive  investment  interest of not more than
5% in a company  with  publicly  traded  equity  securities),  (i) own,  manage,
operate,  control, be employed by, participate in, or be connected in any manner
with the ownership,  management,  operation or control of any business competing
with any business of the Companies in which  Executive  participated  during the
two years immediately  preceding such termination,  (ii) interfere with, solicit
on behalf of  another  or  attempt  to entice  away from the  Companies  (or any
affiliate or subsidiary of any of the Companies)  (x) any project,  financing or
customer that any of the Companies (or any affiliate or subsidiary of any of the
Companies) has under contract  (including  unfulfilled  purchase orders), or any
letter of supply or other supplier  contract or arrangement  entered into by any
of the Companies (or any affiliate or subsidiary of any of the  Companies),  and
all extensions,  renewals and resolicitations of such contracts or arrangements,
(y) any contract,  agreement or arrangement that any Companies (or any affiliate
or subsidiary of any of the  Companies) is actively  negotiating  with any other
party, or (z) any prospective business opportunity that any of the Companies (or
any affiliate or subsidiary of any of the  Companies) has identified at the time
of termination as being actively pursued by such of the Companies,  or (iii) for
himself or another,  attempt to hire,  or assist in or facilitate in any way the
solicitation  of  any  employee  any of  the  Companies  (or  any  affiliate  or
subsidiary  of any of the  Companies),  or any  employee of any person,  firm or
other  entity,  the employees of which any of the Companies (or any affiliate or
subsidiary of any of the Companies) has agreed not to hire or endeavor to hire.

     (b) In the event that the Executive's  employment is terminated pursuant to
Section 10(a),  the Executive shall have the option,  exercisable at any time by
written notice to the Companies  received  prior to the date of termination  set
forth in the Notice of  Termination,  to be  relieved of his  obligations  under
clause (i) of Section  13(a),  but not clauses (ii) and (iii) of Section  13(a).
Upon the giving of such notice by the Executive, the Companies shall be relieved
and discharged of all payment obligations to the Executive arising under Section
10(a) and payable on or after the date of such notice.

     (c) Because of the Executive's knowledge of the Companies' business, in the
event of the Executive's  actual or threatened  breach of the provisions of this
Section 13 any of, the Companies shall be entitled to, and the Executive  hereby
consents to, an injunction  restraining the Executive from any of the foregoing.
However,  nothing  herein shall be construed as  prohibiting  the Companies from
pursuing  any other  available  remedies for such breach or  threatened  breach,
including the recovery of damages from the Executive.  The Executive agrees that
the  provisions of this Section 13 are  necessary and  reasonable to protect the
Companies in the conduct of its business.  If any restriction  contained in this
Section  13 shall be  deemed to be  invalid  or  unenforceable  by reason of the
extent,  duration or geographic scope thereof,  then the extent,  duration,  and
geographic  scope of such  restriction  shall be  deemed  to be  reduced  to the
fullest extent, duration and geographic scope permitted by law and enforceable.

14. Capacity.  The Executive represents and warrants to the Companies that he is
not now under any enforceable obligation,  of a contractual nature or otherwise,
to  any  person,  firm,  corporation,   association  or  other  entity  that  is
inconsistent or in conflict with this Agreement or which would prevent, limit or
impair in any way the performance by him of his obligations hereunder.

15.  Withholding.   The  Executive   acknowledges  that  salary  and  all  other
compensation  payable under this Agreement  shall be subject to withholding  for
income and other  applicable  taxes to the extent required by applicable law, as
determined by the Companies in their reasonable judgment.

16. Waivers and Amendments.  No act, delay, omission or course of dealing on the
part of any party  hereto in  exercising  any right,  power or remedy  hereunder
shall  operate as, or be construed as, a waiver  thereof or otherwise  prejudice
such party's rights,  powers and remedies under this  Agreement.  This Agreement
may be amended only by a written  instrument  signed by the Executive and a duly
authorized officer of each of the Companies.

17.  Notice.  Any and all notices  referred  to herein  shall be  sufficient  if
furnished in writing and  delivered by hand,  by  facsimile  transmission  or by
overnight  delivery service  maintaining  records of receipt,  to the respective
parties at the following addresses:

                  If to the Companies:

                           Saville Systems
                           One Van deGraaff Drive
                           Burlington, Massachusetts  01803
                           Facsimile:  781-270-6503
                           Attention: President

                  If to the Executive:

                           Mr. John J. Kiley
                           c/o Christopher Weld, Jr., Esq.
                           28 State Street
                           Boston, Massachusetts  02109
                           Facsimile:  617-227-5777

or to such  other  address  or  addresses  as any  party  may from  time to time
designate by notice given to the others as aforesaid. Notices shall be effective
when delivered.

18.  Arbitration;   Jurisdiction.  Except  for  disputes  arising  under  or  in
connection  with  Sections  7, 8,  and 13,  all  disputes  arising  under  or in
connection  with  this  Agreement  or  concerning  in any  way  the  Executive's
employment   shall  be  submitted   exclusively   to   arbitration   in  Boston,
Massachusetts,   under  the  Commercial   Arbitration   Rules  of  the  American
Arbitration Association then in effect, and the decision of the arbitrator shall
be final and binding upon the parties.  Judgment upon the award  rendered may be
entered  and  enforced in any court  having  jurisdiction.  The  parties  hereto
consent to personal  jurisdiction  of any state or Federal  court sitting in the
District of Massachusetts,  in order to enforce any arbitration  judgment or the
rights of the Companies under Sections 7, 8 and 13, and waive any objection that
such forum is inconvenient.  Each party hereby consents to service of process in
any such action by U.S. mail or other commercially reasonable means of receipted
delivery.  This Agreement  shall be governed by and construed in accordance with
the laws of the Commonwealth of  Massachusetts,  without regard to the choice of
law provisions thereof.

19. Assignability.  The rights and obligations contained herein shall be binding
on and inure to the benefit of the successors and assigns of the Companies.  The
Executive may not assign any of his rights or obligations  hereunder without the
express written consent of the Companies.

20.  Miscellaneous.  This  Agreement,  the stock option  agreement  described in
Section 6 above and all existing stock option  agreements  between the Executive
and the  Companies  set  forth  all,  and are  intended  by each  party to be an
integration of all, of the promises,  agreements and understandings  between the
parties hereto with respect to the subject matter hereof.  This Agreement may be
executed  in  multiple  counterparts,  each of which  shall be  deemed  to be an
original,  and all of which together shall  constitute one agreement  binding on
the  parties  hereto.  Each  provision  of this  Agreement  shall be  considered
severable  and if for any  reason any  provision  that is not  essential  to the
effectuation  of the basic  purpose of the Agreement is determined to be invalid
or contrary to any existing or future law, such invalidity  shall not impair the
operation of or affect those provisions of this Agreement that are valid.

21. Headings;  Construction.  Headings  contained in this Agreement are inserted
for  reference  and  convenience  only and in no way  define,  limit,  extend or
describe the scope of this  Agreement or the meaning or  construction  of any of
the provisions  hereof. As used herein,  unless the context otherwise  requires,
the single  shall  include the plural and vice versa,  words of any gender shall
include words of any other gender, and "or" is used in the inclusive sense.

22.  Survival of Terms.  If this  Agreement is  terminated  for any reason,  the
provisions of Sections 5(b), 7, 8, 10, 13 and 18 shall survive and the Executive
and the  Companies,  as the case may be, shall continue to be bound by the terms
thereof to the extent provided therein.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                               SAVILLE SYSTEMS PLC
                               SAVILLE SYSTEMS, INC.
                               SAVILLE SYSTEMS CANADA, LTD.
                               SAVILLE SYSTEMS (UK) LIMITED
                               SAVILLE SYSTEMS AUST. PTY LTD


/s/ John J. Kiley              By: /s/ John J. Boyle III                   
John J. Kiley                  Name: John J. Boyle III
                               Title: President and Chief Executive Officer