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                                                                    Exhibit 10.5

                          AMENDED EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of the
20th day of September, 2002 between MPOWER COMMUNICATIONS CORP., a Nevada
corporation (the "COMPANY"), and Russell I. Zuckerman ("EXECUTIVE"). Capitalized
terms that are not defined within the text of this Agreement are defined in
Section 6 hereof, except as otherwise indicated.

                  WHEREAS, Executive has been employed by the Company since
January, 2000;

                  WHEREAS, the Company has determined that it is in its best
interests that Executive's employment with the Company continue and Executive
desires to continue his employment with the Company pursuant to the terms and
conditions hereof.

                  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 end on September 18, 2003; provided, however, that the Term shall
automatically be extended for an additional one-year period on September 18,
2003 (the "EXTENSION DATE") unless at least 60 days prior to the Extension Date,
either party shall give notice to the other in accordance with Section 7 of this
Agreement of a desire not to extend the Term.

                  2.       DUTIES; RESPONSIBILITIES. Executive shall be employed
by the Company as Senior Vice President and General Counsel 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 positions of Senior Vice
President and General Counsel 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. Executive's principal place of
employment shall be the Company's headquarters in Rochester, New York, however
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
$200,000 per annum (the

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"FIXED SALARY") in equal bi-weekly installments less appropriate payroll
deductions as required by law. The Fixed Salary shall be reviewed at least
annually by the CEO or such other persons as appointed by the CEO and may be
increased, but not decreased as a result of such review.

                  3.02     ANNUAL BONUS. During the Term, Executive shall be
eligible to receive an annual bonus (the "ANNUAL BONUS") of up to 50% of the
Fixed Salary, contingent upon achieving established goals determined by the
Company in accordance with its customary procedures and standards.

                  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.

                  (a)      Not later than September 18, 2002 (the "GRANT DATE"),
Executive shall be granted stock options to purchase 100,000 shares of the
Company's common stock (the "NEW OPTIONS"). Such New Options shall (i) have an
exercise price equal to $.22 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.

                  (b)      All of Executive's unexercised stock options as of
the Effective Date, other than the New Options (the "EXISTING OPTIONS") shall be
amended so that they 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 later than 10 years after the date
they were granted.

                  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
reasonable - as needed - basis, 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 may terminate Executive's employment under this
Agreement at any time and for any reason.

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                  4.01     TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD
REASON. In the event that Executive's employment is terminated by the Company
for Cause or Executive resigns 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.

                  4.02     TERMINATION WITHOUT CAUSE; RESIGNATION WITH GOOD
REASON. In the event that (A) the Company terminates Executive's employment
hereunder without Cause, (B) Executive resigns for Good Reason or (C) the
Company fails to extend the Agreement for at least one additional one-year
period pursuant to Section 1, 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 two (2) times (a) the Fixed Salary
immediately preceding the Termination Date and (b) the "HIGHEST BONUS", where
the Highest Bonus equals the greater of the Annual Bonus paid by the Company to
Executive (x) during the twelve (12) month period immediately preceding the
Termination Date, or (y) during the twelve (12) month period immediately
preceding the Effective Date"); provided, however, that Executive shall have no
right to have paid or payable from the Trust adopted by Company on October 23,
2001 pursuant to a Trust Agreement with HSBC Bank USA as trustee (the "OLD
TRUST"), any portion of his Severance Benefit (i) attributable to any increase
in Executive's Fixed Salary after March 31, 2002, or (ii) otherwise in excess of
the Severance Benefit or other severance payment that Executive would have been
eligible to receive if his employment with the Company had terminated as of
March 31, 2002 under circumstances entitling him to a Severance Benefit or other
severance payment. 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 in a lump-sum, no later than two (2) business days after
the expiration of the Revocation Period, as defined in the Release.

                  4.03     TERMINATION DUE TO DEATH OR DISABILITY. In the event
of Executive's death or Disability, the Fixed Salary shall continue to be paid
to Executive or his estate, as the case may be, for a period beginning on the
Termination Date ending on the earlier of (i) the end of the Term and (ii) the
first anniversary of the Termination Date. Neither Executive, nor his estate, as
the case may be, shall be entitled to continue to receive any benefits other
than the Fixed Salary, 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.

                  4.04     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.

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                  4.05     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.

                  4.06     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.

                  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

                                       4

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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 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

                                       5

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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 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

                                       6

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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 his principal place of business on the Effective Date.

                  "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.

                  "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

                                       7

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                           Pittsford, NY  14534

                           Attention: Rolla P. Huff

                  To Executive:

                           Russell I. Zuckerman

                           14 Cricket Hill Drive

                           Pittsford, NY 14534

                  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 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

                                       8

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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.

                  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;
provided, however, that, (1) the Indemnity Agreement dated September 20, 2002,
attached hereto as Appendix C and incorporated herein by reference, and (2)
Section 2 (entitled "Retention Bonus") of the Retention and Severance Agreement
dated October 11, 2001, attached hereto as Appendix D and incorporated herein by
reference, shall be enforceable and binding on the parties. This Agreement
supercedes the remaining terms and conditions of said Retention and Severance
Agreement; provided, however, that it is the intention of the parties hereto
that if this Agreement is void, becomes voidable, or otherwise is or becomes
unenforceable as drafted, then the Retention and Severance Agreement shall
continue in full force and effect, in accordance with the terms and conditions
thereof immediately prior to the execution of this Agreement. Neither this
Agreement nor any of its

                                       9

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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.

                                       10

<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/ Russell I. Zuckerman
                                                 -------------------------------
                                                 Russell I. Zuckerman

                                       11

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                                   APPENDIX A

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

                                     RELEASE

                  I, Russell I. Zuckerman, am a party to an Employment Agreement
(the "AGREEMENT"), dated September 18, 2002, 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; PROVIDED, HOWEVER, that notwithstanding anything to the contrary in this
Release, the rights and obligations established by the Indemnity Agreement dated
_______, 2002 shall be enforceable and binding on the Released Parties.

                  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.

                                       A-1

<PAGE>

                  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 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.

___________________________

Russell I. Zuckerman

___________________________

Date

                                      A-2