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                                                                   Exhibit 10.13

                             EMPLOYMENT AGREEMENT

     THIS AGREEMENT ("Agreement") is made and entered into effective the first
day of June, 1998 by and between Davel Communications Group, Inc. ("Company" or
"Employer") and Robert Hill ("Executive" or "Employee").

     WHEREAS, the Executive desires to serve as Chief Executive Officer of the
Company; and

     WHEREAS, the Company desires to employ the Executive as Chief Executive
Officer of the Company upon the terms and conditions specified in this Agreement
and the Executive desires to serve as Chief Executive Officer upon the terms and
conditions specified in this Agreement; and

     NOW WHEREFORE in consideration of the mutual covenants herein, the parties
state and agree as follows:

1.   Employment. The Company hereby agrees to employee the Executive and the
     Executive hereby agrees to remain in the employ of the Company upon the
     terms and conditions herein set forth.

2.   Term. Employment shall be for a term commencing on the effective date
     hereof and, subject to termination as provided herein, expiring on December
     31, 2000. Upon expiration, this Agreement shall renew for consecutive one
     year terms unless either party gives the other party written notice of its
     intent not to renew at least sixty days prior to the expiration of the
     original or any successive or extended term.

3.   Duties.

     a.   Assignments. The Employee agrees to accept the duties commonly
          involved in carrying out the position for which employed and any other
          duties as may be required by Employer.

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

     c.   Reporting. The Employee as Chief Executive Officer, and in such other
          offices as from time to time assigned in Davel or associated
          enterprises, shall perform the duties of Chief Executive Officer which
          shall consist of the duties normally associated with such positions
          and such other duties as shall be from time to time assigned. In the
          regular conduct of his duties the Employee shall report to and be
          responsible to the Chairman of the Board and the Board of Directors.


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     d.   Place of Performance. In connection with his employment by the
          Company, the executive shall be based at the principal executive
          offices of the Company which as of the date of this Agreement are in
          Tampa, Florida or at such other location as the Chief Executive
          Officer may specify.

4.   Compensation.

     a.   Base Salary. During the term of this Agreement, the Company shall pay
          to the Executive a base salary ("Base Pay") of not less than $250,000
          per annum which Base Salary shall be reviewed annually by the Chairman
          of the Board, the Board of Directors and the Compensation Committee
          and may be increased, or decreased (but not below the aforementioned
          amount) upon recommendation of the Chairman of the Board and the Board
          of Directors to the Compensation Committee. Further, the Compensation
          Committee upon recommendation of the Board of Directors or the
          Chairman of the Board may in its sole discretion determine to pay the
          Executive additional compensation in cash or property as may be
          determined from time to time. Base Pay will be paid in accordance with
          the normal payroll practices of the Company, but not less frequently
          than monthly.

     b.   Incentive Bonus. The Executive shall be eligible for an annual
          incentive bonus ("Incentive Bonus") of up to 120% of the Executive's
          Base Pay ("Maximum Incentive Bonus") and is assigned a target
          incentive bonus ("Target Incentive Bonus") of 60% of the Executive's
          Base Pay for such year. The Executive's actual Incentive Bonus will be
          paid within 90 days of the end of the Company's fiscal year computed
          and determined by the Compensation Committee upon recommendation of
          the Chief Executive Officer in respect of the Executive's performance
          measured relative to Company, departmental and individual objectives
          as follows:

          i.   Company Objectives. Up to 70% of the Executive's Maximum
               Incentive Bonus shall be awarded based upon the attainment of
               company objectives ("Company Objectives") which shall be
               determined by reference to growth in earnings per share ("EPSG")
               and growth in earnings before interest, taxes, depreciation and
               amortization ("EBITDAG") of the Company.

               (1)  Up to 35% of the Executive's annual Maximum Incentive Bonus
                    shall be determined by reference to EPSG ("EPSG Objectives")
                    which shall be determined consistently with the manner in
                    which the Company reports such earnings for financial
                    purposes adjusted for extraordinary items and shall be
                    determined as a function of EPSG, computed as follows:

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                    (a)  If EPSG is less than 10%, there shall be no award of
                         the portion of any Incentive Bonus attributable to the
                         attainment of EPSG Objectives.

                    (b)  If EPSG is 10% or more, but not greater than 20%, then
                         the portion of the Incentive Bonus awarded for
                         attainment of EPSG Objectives shall be computed in
                         accordance with the following formula: [EPSG * 5] * 35%
                         of the Target Incentive Bonus.

                    (c)  If EPSG is more than 20%, but not greater than 25%,
                         then the portion of the Incentive Bonus awarded for
                         attainment of EPSG Objectives shall be computed in
                         accordance with the following formula: [EPSG *6] * 25%
                         of the Target Incentive Bonus.

                    (d)  If EPSG is more than 35%, then the portion of the
                         Incentive Bonus awarded for attainment of EPSG
                         Objectives shall be not more than 15% of the
                         Executive's Base Pay and shall be computed in
                         accordance with the following formula: [EPSG * 6.66667]
                         * 35% of the Target Incentive Bonus.

               (2)  Up to 35% of the Executive's annual Maximum Incentive Bonus
                    shall be determined by reference to EBITDAG ("EBITDAG
                    Objectives") which shall be determined consistently with the
                    manner in which the Company reports earnings before
                    interest, taxes, depreciation and amortization for financial
                    purposes adjusted for extraordinary items and shall be
                    determined as a function of EBITDAG, computed as follows:

                    (a)  If EBITDAG is less than 10%, there shall be no award of
                         the portion of any Incentive Bonus attributable to the
                         attainment of EBITDAG Objectives.

                    (b)  If EBITDAG is 10% or more, but not greater than 20%,
                         then the portion of the Incentive Bonus awarded for
                         attainment of EBITDAG Objectives shall be computed in
                         accordance with the following formula: [EBITDAG * 5] *
                         35% of the Target Incentive Bonus.

                    (c)  If EBITDAG is more than 20%, but not greater than 35%,
                         then the portion of the Incentive Bonus awarded for

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                         attainment of EBITDAG Objectives shall be computed in
                         accordance with the following formula: [EBITDAG *6] *
                         35% of the Target Incentive Bonus.

                    (d)  If EBITDAG is more than 35%, then the portion of the
                         Incentive Bonus awarded for attainment of EBITDAG
                         Objectives shall be not more than 15% of the
                         Executive's Base Pay and shall be computed in
                         accordance with the following formula: [EBITDAG *
                         6.66667] * 35% of the Target Incentive Bonus.

          ii.  Personal Objectives. Up to 30% of the Executive's Maximum
               Incentive Bonus shall be awarded based upon the attainment of
               personal objectives ("Personal Objectives") which shall be
               defined in a writing provided to the Executive by the Board of
               Directors after January 1/st/ and prior to January 30/th/ of each
               year this Agreement is in effect except that in the year the
               Executive executes this Agreement such writing shall be provided
               within 60 days of the date of execution by the Executive. Based
               upon the Board of Director's evaluation of the Executive's
               attainment of the Personal Objectives, the Board of Director's
               and the Chairman of the Board shall recommend to the Compensation
               Committee an award of Incentive Bonus of up to 36% of the
               Executive's Base Pay.

     c.   Stock Options. On or before March 31 of the year following each year
          this contract is in effect the Executive shall be awarded a minimum of
          5,000 options, or such greater number as shall be determined by the
          Compensation Committee upon consideration of the recommendation of the
          Chief Executive Officer. Said options shall have an exercise price not
          to exceed the closing price of the Company's stock on the last date
          for which a closing price is available prior to the date on which the
          Compensation Committee approves such award and shall otherwise be
          issued subject to and in accordance with the Company's Stock Option
          Plan.

5.   Benefits.

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

     b.   Vacation. The Executive shall receive 20 days of paid vacation per
          year accruing

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          at a rate of 1 2/3 vacation days per month. Any vacation days accrued
          but not used in the calendar year earned shall carry over for use in
          future years except in no event shall the Executive accumulate more
          than 40 days of vacation time.

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

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

     e.   Disability. The Employer shall maintain an executive disability plan
          for the benefit of the Executive which shall provide a minimum benefit
          of 50% of the Executive's base salary in the event of disability.

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

     g.   Expenses. The Company shall reimburse Employee for reasonable expenses
          incurred in the performance of his duties hereunder upon presentation
          of proper evidence thereof as required by Employer.

     h.   Moving Expenses. The Company shall pay reasonable moving expenses (as
          determined by the Employer) to the Executive if the Employer requires
          the Executive to be based at any office or location other than the
          current Tampa, Florida headquarters which change of location would
          require the Executive to commute a distance from his primary residence
          in excess of the greater of 50 miles or 125 percent of the distance of
          such commute prior to the change of location.

     i.   Other Benefits. The Executive shall be entitled to participate in such
          other employee benefit and welfare plans as the Company may from time
          to time establish subject to the terms, conditions and eligibility
          requirements as the Company shall prescribe.

6.   Termination.

     a.   Involuntary Termination. The Executive will be treated for the
          purposes of this Agreement as having been involuntarily terminated
          ("Involuntary Termination") by the Company if his employment is
          terminated under any of the following

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          circumstances:

          i.   the Company has breached any material provision of this Agreement
               and within 30 days after written notice thereof from the
               Executive the Company fails to cure such breach; or

          ii.  at the expiration of the term of employment hereunder the Company
               has notified the Executive pursuant to (P) 2 that the Company
               intends not to renew the term of employment; or

          iii. the Board of the Company gives the Executive notice of
               termination pursuant to this paragraph ((P) 6-a-iii).

          iv.  The Board fails to appoint the Executive as Chief Executive
               Officer.

     b.   Voluntary Termination. The Executive's employment shall be deemed to
          have been voluntarily terminated if Executive's employment is
          terminated in any of the following circumstances:

          i.   Upon sixty (60) days' written notice to the Company of the
               Executive's intent to terminate this Agreement; or

          ii.  The termination of the Executive's employment upon the death of
               the Employee.

     c.   Termination for Cause. The Executive shall be deemed to have been
          terminated for Cause if the employment of the Executive is terminated
          by written notice in any of the following circumstances:

          i.   the willful and continued failure by the Executive to perform
               substantially his duties hereunder (other than from any such
               failure due to the Executive's Disability) which failure shall
               continue for 30 days after notice for such substantial
               performance is provided to the Executive specifying the manner in
               which the Company believes the Executive has not substantially
               performed; or

          ii.  the willful misconduct of the Executive which is materially
               injurious to the Company either financially or otherwise; or

          iii. the breach of the Confidentiality and Nonsolicitation provisions
               of this Agreement set forth at (P) 8; or

          iv.  the Executive terminates his employment without giving the notice
               required by (P)6-b-i.

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     d.   Termination for Disability. The Executive shall be deemed to have been
          terminated for Disability if the employment of the Executive is
          terminated for his incapacity due to physical or mental illness to
          substantially perform his duties on a full-time basis for six (6)
          consecutive months and, within thirty (30) days after a notice of
          termination is thereafter given by the Company, the Executive shall
          not have returned to the full-time performance of the Executive's
          duties; provided, however, if the Executive shall not agree with a
          determination to terminate him because of Disability, the question of
          Executive's disability shall be subject to the certification of a
          qualified medical doctor agreed to by the Company and the Executive
          or, in the event of the Executive's incapacity to designate a doctor,
          the Executive's legal representative. In the absence of agreement
          between the Company and the Executive, each party shall nominate a
          qualified medical doctor and the two doctors shall select a third
          doctor, who shall make the determination as to Disability.

     e.   Termination Upon a Change of Control. The Executive shall be deemed to
          have been terminated upon a "Change of Control" (as hereafter defined)
          if a Change of Control occurs while the Executive is an employee of
          the Company and within two years of such Change in Control either the
          Company terminates the Executive for any reason except the death of
          the Executive or the Executive elects to terminate his employment for
          any reason. A Change in Control shall occur upon any person other than
          David Hill or his descendants or Samstock, L.L.C. and its permitted
          transferees becoming the owner, either directly or indirectly, of 25%
          or more of the combined voting power of the Company's then outstanding
          securities.

7.   Termination Benefits and Payments.

     a.   Involuntary Termination and Termination for Disability. In the event
          of the termination of the Executive's employment pursuant to the
          provisions of (P) 6-a or (P)6-d then all previously awarded options
          shall be fully vested and exercisable in accordance with their terms
          when issued and all previously granted shares of stock shall be fully
          vested and shall remain subject to such restrictions on transfer in
          place as of the date of the Executive's termination and the Executive
          shall be entitled to the following benefits and termination payments:

          i.   Unpaid Amounts. All accrued but unpaid Base Pay including credit
               for unused vacation days limited in accordance with (P) 5-b
               payable within 10 days of the date of termination, plus

          ii.  Base Pay. Payable within 10 days of the date of termination the
               greater of one year's Base Pay or the remaining amount of Base
               Pay due to the Executive through the end of the term hereof both
               computed at the Executive's highest annualized rate of Base Pay
               during the three year

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               period prior to termination, plus

          iii. Bonus. Payable within 10 days of the date of termination the
               greater of the Executive's Target Incentive Bonus or the
               Executive's average, annualized Incentive Bonus, if any, during
               the three year period prior to the Executive's termination, plus

          iv.  Benefits. For the balance of the remaining term of this Agreement
               at the date of Termination of the Executive's employment
               ("Termination Period") the Company shall maintain in full force
               and effect for the continued benefit of the Executive all
               employee welfare benefit plans and prerequisite programs in which
               the Executive was entitled to participate immediately prior to
               the Executive's termination or shall arrange to make available to
               the Executive benefits substantially similar to those which the
               Executive would otherwise have been entitled to receive if his
               employment had not been terminated. Such benefits shall be
               provided to the Executive on the same terms and conditions
               (including employee contributions and premium payments) under
               which the Executive was entitled to participate immediately prior
               to the Executive's termination. Notwithstanding the foregoing for
               the purposes of the Consolidated Omnibus Budget Reconciliation
               Act of 1985 ("Cobra") the Executive's "qualifying event" shall be
               his date of termination from the Company. During the first thirty
               days of the Termination Period, the Company shall provide to the
               Executive at the Company's expense office space and staff support
               similar to that provided immediately prior to termination.

          v.   Reduction of Termination Payments. In the event termination of
               the Executive's employment is pursuant to the provisions of (P)
               6-d, then any amounts otherwise payable to the Executive pursuant
               to the terms of (P) 7-a-ii shall be payable monthly during the
               Termination Period and shall be subject to offset for any after
               tax amounts received by the Executive pursuant to a plan
               maintained by the Employer as described at (P) 5-f.

     b.   Voluntary Termination and Termination for Cause. In the event of the
          termination of the Executive's employment pursuant to the provisions
          of (P) 6-b or (P) 6-c, then the Executive shall be entitled to all
          accrued but unpaid Base Pay including credit for unused vacation days
          limited in accordance with (P) 5-b payable within 10 days of the date
          of termination.

     c.   Termination Upon a Change in Control. In the event of the termination
          of the Executive's employment pursuant to the provisions of (P) 6-e,
          then all previously awarded options shall vest and become immediately
          exercisable and all previously granted shares of stock shall be fully
          vested with all restrictions on transfer of such shares removed and
          the Executive shall be entitled to the

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          following benefits and termination payments:

          i.   Unpaid Amounts. All accrued but unpaid Base Pay including credit
               for unused vacation days limited in accordance with (P) 5-b
               payable within 10 days of the date of termination, plus

          ii.  Severance Payment. A severance payment, subject to the
               limitations of (P) 7-c-iv payable within 10 days of the date of
               termination which shall be the product of three (3) times the sum
               of the Executive's Base Salary and Target Incentive Bonuses for
               the year in which the Change in Control occurred.

          iii. Benefits. For the balance of the remaining term of this
               Agreement at the date of Termination of the Executive's
               employment ("Termination Period") the Company shall maintain in
               full force and effect for the continued benefit of the Executive
               all employee welfare benefit plans and prerequisite programs in
               which the Executive was entitled to participate immediately prior
               to the Executive's termination or shall arrange to make available
               to the Executive benefits substantially similar to those which
               the Executive would otherwise have been entitled to receive if
               his employment had not been terminated. Such benefits shall be
               provided to the Executive on the same terms and conditions
               (including employee contributions and premium payments) under
               which the Executive was entitled to participate immediately prior
               to the Executive's termination. Notwithstanding the foregoing for
               the purposes of the Consolidated Omnibus Budget Reconciliation
               Act of 1985 ("Cobra") the Executive's "qualifying event" shall be
               his date of termination from the Company. During the first thirty
               days of the Termination Period, the Company shall provide to the
               Executive at the Company's expense office space and staff support
               similar to that provided immediately prior to termination.

          iv.  Limitation on Severance Payment. In the event that the total
               amount of the Severance Payment due to the Executive pursuant to
               (P) 7-f-ii together with all other payments and the value of any
               benefit received or to be received by the Executive in the
               connection with termination upon a Change in Control constitutes
               a "Parachute Payment" within the meaning of (S)280G(b)(2) of the
               Internal Revenue Code of 1986, as amended ("IRC") and such
               Parachute Payment would result in all or a portion of such
               payments being subject to the excise tax imposed by (S) 4999 IRC
               then the amount due to the Executive on termination after a
               Change in Control shall be either the amount determined in
               accordance with (P) 7-f-ii or such lesser amount which would not
               result in any portion of the Severance Pay being subject to an
               excise tax under (S)4999 IRC, whichever amount, taking into
               account the applicable Federal, state and local income taxes and
               the

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               excise tax imposed by (S)4999 IRC results in the receipt by the
               Executive, on an after-tax basis, of the greatest amount of
               Severance Pay under this section, notwithstanding that all or
               some portion of the Severance Pay may be subject to excise tax
               under (S)4999 IRC.

8.   Confidentiality and Nonsolicitation Agreement

     a.   Confidentiality. The Executive acknowledges that in the course of his
          employment by the Company, he will or may have access to and become
          informed of confidential and secret information which is a competitive
          asset of the Company ("Confidential Information"), including , without
          limitation, (i) the terms of any agreement between the Company and any
          employee, customer, or supplier, (ii) pricing strategy, (iii)
          merchandising and marketing methods, (iv) product ideas and
          strategies, (v) personnel training and development programs, (vi)
          financial results, (vii) strategic systems software, and (viii) any
          non-public information concerning the Company, its employees,
          suppliers or customers. The Executive agrees that he will keep all
          Confidential Information in strict confidence during the term of his
          employment by the Company and thereafter and will not directly or
          indirectly make known, divulge, reveal, furnish, make available, or
          use any Confidential Information (except in the course of his regular
          authorized duties on behalf of the Company). The Executive agrees that
          the obligations of confidentiality hereunder shall survive termination
          of his employment at the Company regardless of any actual or alleged
          breach by the Company of this Agreement and shall continue for two
          years following such termination provided that such obligation shall
          terminate earlier (i) as to specific information that shall have
          become, through no fault of the Executive, generally known to the
          public or (ii) as to the Confidential Information which the executive
          is required by law to disclose (after giving the Company notice and an
          opportunity to contest such requirement). The Executive's obligation
          under this (P) 8 are in addition to, and not in limitation or
          preemption of , all other obligations of confidentiality which the
          executive may have to the Company under general legal or equitable
          principles.

     b.   Documents. Except in the ordinary course of the Company's business,
          the Executive shall not at any time following the date of this
          Agreement, make or cause to be made, any copies, pictures, duplicates,
          facsimiles or other reproductions or recordings or any abstracts or
          summaries including or reflecting Confidential Information. All such
          documents and other property furnished to the Executive by the Company
          or otherwise acquired or developed by the Company shall at all times
          be the property of the Company. Upon termination of the Executive's
          employment by the Company, the Executive will return to the Company
          any such documents or other property of the Company which are in the
          possession, custody or control of the Executive.

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     c.   Nonsolicitation. In the event of the Executive's termination of
          employment for any reason, the Executive agrees that he will not in
          any capacity, on his own behalf or on behalf of any other firm, person
          or entity, for a period of two years, solicit, or assist in the
          solicitation of, any employee of the Company to terminate his or her
          employment with the Company.

     d.   Injunctive Relief. The Executive acknowledges and agrees that a
          violation of the foregoing provisions of this (P) 8 (referred to
          collectively as the Confidentiality and Nonsolicitation Agreement)
          that results in material detriment to the Company would cause harm to
          the Company, and that the Company's remedy at law for any such
          violation would be inadequate. In recognition of the foregoing, the
          executive agrees that, in addition to any other relief afforded by law
          or this Agreement, including damages sustained by a breach of this
          Agreement and any other forfeitures under (P) 8, and without any
          necessity or proof of actual damages, the Company shall have the right
          to enforce this permanent injunction, it being the understanding of
          the undersigned parties hereto that damages, the forfeitures described
          above and injunctions shall all be proper models of relief and are not
          to be considered as alternative remedies.

9.   Covenant Not to Compete.

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

     b.   For a period of one year after the expiration or termination of this
          Agreement, except in the case of a termination upon a Change in
          Control as set forth at (P) 6-e in which case the period shall be two
          years, the Employee shall not, directly or indirectly, either as an
          employee, employer, consultant, agent, principal, partner,
          stockholder, corporate officer, director or in any other individual or
          representative capacity, engage or participate in any business of any
          nature which is in competition with the Employer in the business of
          telecommunications within the existing market areas of the Employer
          for which Employee had significant responsibility and in which
          Employee materially participated in the management and operation of
          the Employer.

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

10.  Miscellaneous.

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     a.   Arbitration. Any dispute between the Executive and the Company under
          this Agreement shall be resolved (except as provided below) through
          arbitration by an arbitrator selected under the rules of the American
          Arbitration Association and the arbitration shall be conducted in
          Tampa, Florida under the rules of said association. Each party shall
          each be entitled to present evidence and argument to the arbitrator.
          The arbitrator shall have the right only to interpret and apply the
          provisions of this Agreement and may not change any of its provisions.
          The arbitrator shall permit reasonable pre-hearing discovery of facts,
          to the extent necessary to establish a claim or a defense to a claim,
          subject to supervision by the arbitrator. The determination of the
          arbitrator shall be conclusive and binding upon the parties and
          judgement upon the same may be entered in any court having
          jurisdiction thereof. The arbitrator shall give written notice to the
          parties stating his or their determination, and shall furnish to each
          party a signed copy of such determination. Notwithstanding the
          foregoing, the Company shall not be required to seek or participate in
          arbitration regarding any breach of the Executive's Confidentiality
          and Nonsolicitation Agreement contained in (P) 8, but may pursue its
          remedies for such breach in a court of competent jurisdiction. The
          party failing to substantially prevail in any proceeding arising out
          of this Agreement shall bear the reasonable expenses of the other
          including, but not limited to, preparation and attending the
          proceeding, the reasonable attorney fees and allocable cost of in-
          house counsel and any other expenses incurred by the other party. This
          Agreement shall be governed and construed in accordance with the laws
          of the State of Florida, excluding principles of conflict of laws.

     b.   Agreement.  This Agreement supersedes any and all other agreements,
          either oral or in writing, between the parties hereto with respect to
          the subject matter hereof and contains all of the covenants and
          agreements between the parties with respect to such subject matter.
          Prior to the Execution hereof the Company shall have paid the
          Executive all salary, bonus, options and stock grants due pursuant to
          prior agreements the receipt whereof is acknowledged by the Executive.
          Each party to this Agreement acknowledges that no representation,
          inducements, promises, or other agreements, orally or otherwise, have
          been made by any party, or anyone acting on behalf of any party,
          pertaining to the subject matter hereof, which are not embodies
          herein, and that no other agreement, statement, or promise pertaining
          to the subject matter hereof that is not contained in this Agreement
          shall be valid or binding on either party.

     c.   No Obligation to Mitigate.  After termination the Executive is under
          no obligation to mitigate damages or the amount of any payment
          provided for hereunder by seeking other employment or otherwise.  The
          Executive shall notify the Company within thirty (30) days after the
          commencement of any such benefits.

     d.   Withholding of Taxes. The Company may withhold from any amounts
          payable

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          under this Agreement all federal, state, city or other taxes as the
          Company is required to withhold pursuant to any law or government
          regulation or ruling.

     e.   Post-termination Assistance. The Executive agrees that after his
          employment with the Company has terminated he will provide, upon
          reasonable notice from the Company, such information and assistance to
          the Company as may reasonably requested by the Company in connection
          with any litigation in which it or any of its affiliates is or may
          become a party; provided, however, that the Company agrees to
          reimburse the executive for any related expenses, including travel
          expenses. Further, if requested by the Employer, the Employee agrees
          to cooperate in training his successor following notice of termination
          of this Agreement.

     f.   Successors and Binding Agreement.

          i.   This Agreement will be binding upon and inure to the benefit
               reorganization or otherwise(and such successor shall thereafter
               be deemed the "Company" for the purpose of this Agreement), but
               will not otherwise be assignable, transferable or delegable by
               the Company.

          ii.  This Agreement will inure to the benefit of and be enforceable by
               the Executive's personal or legal representatives, executors,
               administrators, successors, heirs, distributes, and legatees.

          iii. This Agreement is personal in nature and neither of the parties
               hereto shall, without the consent of the other, assign, transfer
               or delegate this Agreement.

     g.   Notices. For all purposes of this Agreement, all communications,
          including without limitation notices, consents, requests, or
          approvals, required or permitted to be given hereunder will be in
          writing and will be deemed to have been duly given when within five
          days of posting by registered or certified United States mail, return
          receipt requested, postage prepaid, addressed to the Company ( to the
          attention of the Secretary of the Company) at its principal executive
          office and to the Executive at his principal residence, or to such
          other address as any party may have furnished to the other in writing
          and in accordance herewith, except that notices of changes shall be
          effective only upon receipt.

     h.   Validity. If any provision of this Agreement or the application of any
          provision hereof to any person or circumstances is held invalid,
          unenforceable or otherwise illegal, the remainder of this Agreement
          and the application of such provision to any other person or
          circumstances will not be affected, and the provision so held to be
          invalid, unenforceable or otherwise illegal will be reformed to the
          extent (and only to the extent) necessary to make it enforceable,
          valid or legal.

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<PAGE>
 
     i.   Modification. No provision of this Agreement may be modified, waived
          or discharged unless such waiver, modification or discharge is agreed
          to in writing signed by the Executive and the Company. No waiver by
          either party hereto at any time of any breach by the other party
          hereto or compliance with any condition or provision of this Agreement
          to be performed by such other party will be deemed a waiver of similar
          or dissimilar provisions or conditions at that same or at any prior
          subsequent time. Unless otherwise noted, references to "Sections" are
          to sections of this Agreement. The captions used in this Agreement are
          designed for convenient reference only and are not to be used for the
          purpose of interpreting any provision of this Agreement.

     j.   Counterparts. This Agreement may be executed in one or more
          counterparts, each of which shall be deemed to be an original but all
          of which together will constitute one and the same agreement.

Date: ___________________, 1998
 
Davel Communications Group, Inc.              Employee
 

_______________________________               ________________________________
David Hill, Chairman                          Robert Hill

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