EMPLOYMENT AGREEMENT

                  THIS  EMPLOYMENT  AGREEMENT  made this  10th day of  February,
1997, by and between GST USA, INC. ("GUSA") and GST TELECOM, INC. ("Telecom" and
together with GUSA, the "Corporations"),  each Delaware  corporations with their
principal  offices at 4317 N.E. Thurston Way,  Vancouver,  Washington 98662, and
DAN TRAMPUSH,  residing at 902 Falls Bridge Lane,  Great Falls,  Virginia  22066
(the "Executive").

                              W I T N E S S E T H :
                              - - - - - - - - - -

                  WHEREAS,  the  Corporations  desire to employ  Executive,  and
Executive  desires to undertake such  employment,  upon the terms and subject to
the conditions of this Agreement;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants hereinafter set forth, the parties hereto agree as follows:

                  1.       

                           EMPLOYMENT OF EXECUTIVE. Effective upon the date that
is the earlier of April 10, 1997 or the day after the date on which Executive is
no  longer a  partner  of Ernst & Young  ("E&Y")  (the  "Effective  Date"),  the
Corporations  employ  Executive as their Chief Financial  Officer to perform the
duties and responsibilities  incident to such position,  subject at all times to
the control and  direction of the Board of Directors  of the  Corporations  (the
"Boards")  and the Chief  Executive  Officer of the  Corporations  (the  "CEO").
Anything in the foregoing to the contrary notwithstanding, if the Effective Date
shall not have  occurred on or before April 10, 1997,  this  Agreement  shall be
null and void and of no force and effect AB INITIO.
<PAGE>
                  2.       ACCEPTANCE  OF   EMPLOYMENT;   TIME  AND   ATTENTION.
Executive  accepts  such  employment  effective  upon  the  Effective  Date  and
throughout  the period of his employment  hereunder  shall devote his full time,
attention,  knowledge and skills, faithfully,  diligently and to the best of his
ability,  in  furtherance  of the  business of the  Corporations,  their  parent
corporation,  GST  Telecommunications,  Inc.  ("GST"),  and  GST's  subsidiaries
(collectively,   the  "GST   Companies"),   and  will  perform  the  duties  and
responsibilities assigned to him pursuant to Paragraph 1 hereof, subject, at all
times,  to the  direction  and  control of the  Boards and the CEO.  As a senior
executive  officer,  Executive  shall  perform  such  specific  duties and shall
exercise such specific  authority  related to the  management of the  day-to-day
operations  of  the  Corporations  consistent  with  his  position  as a  senior
executive  officer of the Corporations as may be assigned to Executive from time
to time by the Boards and the CEO.  Executive  shall at all times be subject to,
observe  and  carry  out  such  rules,  regulations,  policies,  directions  and
restrictions as the GST Companies shall from time to time establish.  During the
period of his employment hereunder, Executive shall not, directly or indirectly,
accept  employment or compensation  from, or perform services of any nature for,
any business  enterprise  other than the GST  Companies;  provided  that nothing
herein shall be construed to prohibit  Executive  from  rendering  services as a
partner of E&Y between the date hereof and the Effective  Date or from receiving
compensation  from E&Y.  Executive  shall be elected to such  offices of the GST
Companies  as may from time to time be  determined  by the Board of Directors of
GST (the "GST Board"). The GST Board has advised the Corporations



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<PAGE>
that its present  intention to elect Executive a Senior Vice President of GST on
the Effective Date. During the period of Executive's  employment  hereunder,  he
shall not be entitled to additional  compensation  for serving in any offices of
the GST Companies to which he is elected or appointed.  While it is  anticipated
that  Executive's  duties will  primarily be performed in Vancouver,  Washington
subsequent  to the  Transition  Period  (as such term is  hereinafter  defined),
Executive  will be required to travel on a regular basis to perform such duties,
including without limitation, to other offices of the GST Companies.

                  3.       TERM. Except as otherwise  provided herein,  the term
of  Executive's  employment  hereunder  shall commence on the Effective Date and
shall  continue to and  include the day  preceding  the third  anniversary  date
thereof.

                  4.       COMPENSATION.   As  compensation   for  his  services
hereunder, the Corporations shall pay to Executive (i) a base salary at the rate
of $240,000 per annum,  or such greater amount as may be determined from time to
time by the GST Board  based  upon  annual  reviews of  Executive's  performance
hereunder,  payable in equal  installments no less frequently than semi-monthly.
All  compensation  paid to Executive  shall be subject to withholding  and other
employment taxes imposed by applicable law.

                  5.       STOCK OPTIONS.  The  Corporations  shall cause GST to
grant to  Executive  pursuant  to the 1996 Stock  Option  Plan of GST (i) on the
Effective Date, a five-year  option (the "Initial  Option") to purchase  100,000
Common Shares,  without par value (the "Common  Shares"),  of GST at an exercise
price  equal to Fair  Market  Value (as such term is  hereinafter  defined) of a
Common Share on


                                       -3-
<PAGE>
the date of such grant,  which shall be  exercisable  as to 33,334 Common Shares
from and after the first  anniversary of the date of grant,  as to an additional
33,333 Common Shares from and after the second anniversary of the date of grant,
and  as to  the  remaining  33,333  Common  Shares  from  and  after  the  third
anniversary of the date of grant;  (ii) annually,  commencing one year after the
date hereof,  three-year  options (the  "Performance  Options")  with respect to
Common  Shares in such  amounts as shall be  determined  by the GST Board or the
Compensation  Committee  thereof based upon the  performance by Executive of his
duties  hereunder,  such  Performance  Options to be exercisable  from and after
their date of grant.  The criteria to be utilized in evaluating such performance
shall  include  without  limitation  (w) value  creation,  consisting of capital
funding,  lender/investor  relations  and  participation  in  transactions;  (x)
budgetary  matters;  (y)  personnel-hiring  and  retention;  and (z)  compliance
matters. The exercise price of each Performance Option shall be equal to that of
the  Initial  Option.  The  number  of  Common  Shares  purchasable  under  each
Performance  Option shall not exceed the quotient obtained by dividing an amount
equal to one-half of Executive's  then current base salary by the exercise price
of the Initial Option. To the extent permissible under applicable  provisions of
the Internal Revenue Code of 1986, as amended  ("Code"),  the Initial Option and
the  Performance  Options  shall be granted so as to qualify as incentive  stock
options (within the meaning of the Code).

                  6.       CHANGE  OF  CONTROL.  In the  event  of a  Change  of
Control (as such term is hereinafter defined), the following provisions shall be
applicable:



                                       -4-
<PAGE>
                           (i)              The Initial Option  thereupon  shall
become  exercisable  in full  (without  regard to the terms  under  which it was
originally  granted).  


                           (ii)             Subject   to   the   provisions   of
subparagraphs  (iii) and (iv) below, if at the time of effectiveness of a Change
of Control,  Executive shall have been granted  Performance Options with respect
to less than 35,000 Common Shares, then upon such effectiveness, without further
action on the part of GST,  Executive  shall be deemed to have been  granted  an
additional performance option (the "Additional Performance Option") with respect
to that number of Common Shares that is the  difference  between  35,000 and the
number of Common Shares then subject to  Performance  Options,  such  Additional
Performance Option to be exercisable from and after its date of grant.

                           (iii)            If, at the close of  business on the
trading day preceding the day upon which a Change of Control becomes  effective,
the Fair Market Value of a Common Share is $10.00 or less, then the Corporations
shall pay to Executive,  within 30 days after such effectiveness,  a lump sum in
an amount equal to  Executive's  then current  annual base salary in lieu and in
full satisfaction of the obligation to grant the Additional Performance Option.

                           (iv)             If, at the close of  business on the
trading  day  preceding  the day  upon  which  the  Change  of  Control  becomes
effective,  the Fair Market  Value of a Common Share is more than $10.01 but not
more than $12.00,  then the Corporations shall pay to Executive,  within 30 days
after  such  effectiveness,  a lump  sum  in an  amount  equal  to  one-half  of
Executive's then current



                                       -5-
<PAGE>
annual base salary in lieu and in full  satisfaction  of the obligation to grant
the Additional Performance Option.

                           (v)              For the purposes of this  Agreement,
(a) a Change of Control means (1) the direct or indirect sale,  lease,  exchange
or other transfer of all or substantially all (50% or more) of the assets of GST
or either of the  Corporations  to any  person or entity or group of  persons or
entities  acting  in  concert  as a  partnership  or other  group (a  "Group  of
Persons")  excluding the GST Companies,  (2) the merger,  consolidation or other
business combination of GST or the Corporations with or into another corporation
with the effect that the  shareholders of GST or the  Corporations,  as the case
may be,  immediately  following  the  merger,  consolidation  or other  business
combination,  hold  50% or  less  of  the  combined  voting  power  of the  then
outstanding   securities   of  the   surviving   corporation   of  such  merger,
consolidation  or other business  combination  ordinarily (and apart from rights
accruing under special  circumstances)  having the right to vote in the election
of directors of such surviving entity,  (3) the replacement of a majority of the
GST Board or of any committee of the GST Board or of either of the Boards in any
given year as compared to the  directors who  constituted  the GST Board or such
committee  or  either of the  Boards at the  beginning  of such  year,  and such
replacement  shall not have been approved by the GST Board or the Boards, as the
case may be, as  constituted  at the  beginning of such year, or (4) a person or
Group of Persons shall, as a result of a tender or exchange  offer,  open market
purchases,   privately  negotiated  purchases  or  otherwise,  have  become  the
beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange
Act of



                                       -6-
<PAGE>
1934,  as  amended)  of  securities  of  GST  or  either  of  the   Corporations
representing  50% or more of the combined  voting power of the then  outstanding
securities of such corporation  ordinarily (and apart from rights accruing under
special  circumstances)  having the right to vote in the election of  directors;
and (b) Fair Market  Value means the closing  price of the Common  Shares on the
U.S. national  securities exchange on which the Common Shares are listed (if the
shares are so listed) or on the NASDAQ  National  Market or Small Cap Market (if
the  Shares are  regularly  quoted on the  NASDAQ  National  Market or Small Cap
Market), or, if not so listed or regularly quoted or if there is no such closing
price, the mean between the closing bid and asked prices of the Common Shares in
the  over-the-counter  market or on such exchange or on NASDAQ,  or, if such bid
and  asked  prices  shall  not be  available,  as  reported  by  any  nationally
recognized  quotation service selected by the Company.  On the date hereof,  the
Common  Shares  are listed and traded on the  American  Stock  Exchange  and the
Vancouver Stock Exchange.

                  7.       ADDITIONAL BENEFITS.  In addition to such base salary
and any incentive compensation and bonuses awarded Executive he (and his family)
shall be entitled to  participate,  to the extent he is (and they are)  eligible
under  the  terms  and  conditions  thereof,  in any  profit  sharing,  pension,
retirement,  hospitalization,  insurance,  disability,  medical  service,  stock
option, bonus or other employee benefit plan available to the executive officers
of the Corporations that may be in effect from time to time during the period of
Executive's employment hereunder.


                                       -7-
<PAGE>
The  Corporations  shall be under no  obligation  to  institute  or continue the
existence of any such employee benefit plan.

                  8.       PRIMARY  RESIDENCE  COSTS.  Executive is the owner of
his  primary  residence  located at the  address  set forth in the  introductory
paragraph of this Agreement (the "Primary  Residence").  Executive shall use his
best efforts to sell the Primary  Residence as promptly as practicable after the
date hereof.  During the one- year period following the Effective Date and until
the  Primary  Residence  is sold,  the  Corporations  shall  make  available  to
Executive an interest-free loan in an amount not to exceed $72,000 (the "Initial
Loan"),  the  proceeds  of which shall be  utilized  by  Executive  to pay costs
incurred in the ownership and maintenance of the Primary Residence.  The Initial
Loan shall be disbursed  if and to the extent  requested in writing by Executive
in four equal  installments  on the 5th day of April,  July and October 1997 and
January  1998.  If the  Primary  Residence  shall not have been sold  during the
one-year  period  following  the  Effective  Date,  during  the next  succeeding
one-year period and until the Primary Residence is sold, the Corporations  shall
make  available  to  Executive a second  interest-free  loan in an amount not to
exceed  $72,000 (the "Second  Loan"),  the proceeds of which are to be disbursed
and utilized in the same manner as the Initial  Loan.  The Initial Loan shall be
due and payable on the fifth anniversary of the Effective Date, provided that it
shall be  prepaid  to the extent of the  proceeds  of sale of any Common  Shares
acquired upon exercise of the Initial Option and the  Performance  Options.  The
Second Loan shall be due and payable on the second  anniversary of the Effective
Date, provided that it shall be prepaid to the extent of the proceeds of



                                       -8-
<PAGE>
sale of the  Primary  Residence.  The  Initial  Loan  shall  be  evidenced  by a
promissory note  substantially in the form of Exhibit A hereto made by Executive
to the Corporations.  The Second Loan shall be evidenced by a similar promissory
note with appropriate  modifications based upon the terms and conditions of this
Paragraph 8.

                  9.       RELOCATION EXPENSES. The Corporations shall reimburse
Executive  promptly upon demand therefor for the following  expenses relating to
Executive's  relocation to the  Vancouver,  Washington  area:  (i) selling costs
relating to the sale of the Primary  Residence,  e.g., real estate  commissions,
recording fees, grantor taxes payable by Executive,  but not any loss on sale or
costs of  preparation  for sale,  (ii) moving and storage  costs,  e.g.,  normal
shipping  services,  including  up to 30 days  of  temporary  storage,  packing,
delivery, unpacking and furniture set-up, but not shipment of vehicles or boats,
crating of antiques, paintings or collections, storage in excess of 30 days; and
(iii) normal purchase costs of a home in the Vancouver,  Washington area. If and
to  the  extent  that  reimbursement  of any of  the  foregoing  expenses  would
constitute  income to Executive under  applicable tax laws, such  reimbursements
shall be "grossed-up"  to include  additional  payments  sufficient to reimburse
Executive  for all taxes  payable  in  respect  of such  reimbursement  and such
additional payments.

                  10.      REIMBURSEMENT  OF EXPENSES.  The  Corporations  shall
reimburse  Executive in accordance with applicable policies of the GST Companies
for all expenses  reasonably  incurred by him in connection with the performance
of his  duties  hereunder  and the  business  of the  GST  Companies,  upon  the
submission to the



                                       -9-
<PAGE>
Corporations  of  appropriate  receipts or vouchers and approval  thereof by the
Chief  Accounting  Officer  of the  Corporations,  which  approval  shall not be
unreasonably withheld or delayed.

                  11.      VACATION.  Executive shall be entitled to four weeks'
paid  vacation  in  respect  of each  12-month  period  during  the  term of his
employment  hereunder,  such vacation to be taken at times mutually agreeable to
Executive and the CEO.  Vacation time shall not be cumulative  from one 12-month
period to the next, but Executive shall receive vacation pay at his then current
salary rate for any vacation time not taken by him.

                  12.      D & O INSURANCE COVERAGE.  The Corporations shall use
their  best  efforts  to cause GST to obtain  and  maintain,  at GST's  cost and
expense, directors' and officers' liability insurance coverage for the directors
and  officers of GST,  including  Executive.  Nothing  herein shall be deemed to
require GST to provide such coverage for  Executive if it is not then  providing
such coverage  generally to its directors and officers.  Executive  shall not be
required  to serve in any office of the GST  Companies  if such  coverage is not
applicable to his service in such office.

                  13.      RESTRICTIVE   COVENANT.   In   consideration  of  his
employment hereunder,  Executive agrees that during the period of his employment
hereunder  and, in the event of  termination  of this Agreement (i) by Executive
otherwise than for Employer  Breach (as such term is defined  herein) or (ii) by
the  Corporations  for  Cause (as such term is  defined  herein),  for a further
period  ending one year  after such  termination,  he will not (a)  directly  or
indirectly own, manage,  operate,  join, control,  participate in, invest in, or
otherwise be connected with, in any manner, whether as an officer,



                                      -10-
<PAGE>
director,  employee, partner, investor or otherwise, any business entity that is
engaged in the design,  development,  construction  or  operation  of  alternate
access or other telecommunications networks, in providing long distance or other
telecommunications services or in any other business in which the GST Companies,
or any of them,  are engaged  during such  period,  within the United  States of
America (1) in all  locations in which the GST  Companies,  or any of them,  are
doing business, and (2) in all locations in respect of which at the time of such
termination  the GST  Companies  are  actively  planning  for and/or  pursuing a
business  opportunity,  whether  or not  the  GST  Companies,  or  any of  them,
theretofore  have  submitted any bids,  provided  that if such  planning  and/or
pursuit  relates  to a  business  opportunity  that is not a  competitive  local
exchange  carrier (a "CLEC") such  planning  and/or  pursuit must have  involved
material  efforts  on the part of the GST  Companies,  or any of  them,  (b) for
himself or on behalf of any other person,  partnership,  corporation  or entity,
call  on any  customer  of the GST  Companies  for the  purpose  of  soliciting,
diverting  or  taking  away  any  customer  from  the GST  Companies  (1) in all
locations in which the GST Companies,  or any of them, are doing  business,  and
(2) in all locations in respect of which at the time of such termination the GST
Companies,  or any of them, are actively planning for and/or pursuing a business
opportunity,  whether or not the GST Companies, or any of them, theretofore have
submitted any bids,  provided that if such planning  and/or pursuit relates to a
business  opportunity that is not a CLEC, such planning and/or pursuit must have
involved  material efforts on the part of the GST Companies,  or any of them, or
(c) induce, influence or seek to induce or influence any person



                                      -11-
<PAGE>
engaged  as  an  employee,  representative,  agent,  independent  contractor  or
otherwise  by the  GST  Companies,  or  any of  them,  to  terminate  his or her
relationship  with the GST Companies,  or any of them.  Nothing herein contained
shall be deemed to prohibit Executive from (x) investing his funds in securities
of an issuer if the  securities  of such  issuer  are  listed  for  trading on a
national  securities exchange or are traded in the  over-the-counter  market and
Executive's  holdings  therein  represent  less than 2% of the  total  number of
shares or principal amount of the securities of such issuer outstanding,  or (y)
owning securities, regardless of amount, of GST.

                  Executive  acknowledges  that the provisions of this Paragraph
13 are reasonable  and necessary for the  protection of the GST  Companies,  and
that each  provision,  and the period or periods of time,  geographic  areas and
types and scope of restrictions on the activities  specified herein are, and are
intended to be, divisible. In the event that any provision of this Paragraph 13,
including any sentence,  clause or part hereof,  shall be deemed contrary to law
or invalid or unenforceable in any respect by a court of competent jurisdiction,
the  remaining  provisions  shall not be  affected,  but  shall,  subject to the
discretion  of such  court,  remain in full force and effect and any invalid and
unenforceable  provisions shall be deemed, without further action on the part of
the parties  hereto,  modified,  amended and limited to the extent  necessary to
render the same valid and enforceable.

                  14.      CONFIDENTIAL  INFORMATION.  Executive shall hold in a
fiduciary  capacity  for the  benefit  of the  GST  Companies  all  information,
knowledge and data relating to or concerned with their



                                      -12-
<PAGE>
operations,  sales,  business  and  affairs,  and he shall not, at any time use,
disclose or divulge any such information,  knowledge or data to any person, firm
or  corporation  (unless the GST Companies no longer treat such  information  as
confidential)  other than to the GST Companies or their  designees and employees
or except as may  otherwise  be required in  connection  with the  business  and
affairs  of the GST  Companies;  PROVIDED,  HOWEVER,  that  Executive  may  use,
disclose or divulge such  information,  knowledge or data (i) that is or becomes
generally  available to the public through no wrongful act on Executive's  part;
(ii)  that was  known to  Executive  prior to the  date  hereof,  or (iii)  that
Executive can demonstrate,  to the reasonable satisfaction of the GST Companies,
was independently developed by him.

                  15.      EQUITABLE RELIEF. The parties hereto acknowledge that
Executive's  services  are  unique  and  that,  in the  event of a  breach  or a
threatened  breach by Executive of any of his obligations  under this Agreement,
the Corporations  will not have an adequate remedy at law.  Accordingly,  in the
event of any such breach or  threatened  breach by Executive,  the  Corporations
shall be entitled to such equitable and injunctive relief as may be available to
restrain Executive and any business, firm, partnership,  individual, corporation
or entity  participating in such breach or threatened  breach from the violation
of the provisions  hereof.  Nothing herein shall be construed as prohibiting the
Corporations from pursuing any other remedies  available at law or in equity for
such breach or  threatened  breach,  including  the  recovery of damages and the
immediate termination of the employment of Executive hereunder.



                                      -13-
<PAGE>
                  16.      TRANSITION   PERIOD.   During   the   90-day   period
commencing on the Effective Date (the  "Transition  Period"),  (i) the duties of
Executive hereunder shall be performed primarily from the Primary Residence; and
(ii) Executive  shall travel as reasonably  required in the  performance of such
duties.

                  17.      DEATH.  In the event of  termination  of  Executive's
employment  hereunder  by  reason of his  death,  the  Corporations  shall pay a
benefit (the "Benefit Payment") to such person or persons as Executive shall, at
his option,  from time to time designate by written instrument  delivered to the
Corporations,  each subsequent designation to revoke all prior designations,  or
if  no  such   designation  is  made,  to   Executive's   estate  (the  "Payment
Beneficiary").  The  Benefit  Payment  shall  be in an  amount  equal to one and
one-half times Executive's then current annual base salary, and shall be payable
to the Payment Beneficiary in equal quarterly  installments over a period of one
and one-half  years,  provided that if the GST Companies,  or any of them,  then
maintain a life insurance  policy on the life of Executive  under which they are
the  beneficiary,  the  amount of the death  benefit  payable  thereunder,  to a
maximum amount equal to the Benefit  Payment,  less  installments of the Benefit
Payment  theretofore  paid,  shall  be paid to the  Payment  Beneficiary  on the
Benefit Payment  installment  payment date next succeeding the date on which the
GST  Companies  receive such death  benefit  proceeds  and the  remainder of the
Benefit  Payment,  if any,  shall be paid in  equal  quarterly  installments  as
provided above.

                  18.      DISABILITY.  In the event that during the term of his
employment by the Corporations  Executive shall become Disabled (as such term is
hereinafter defined) he shall continue to receive



                                      -14-
<PAGE>
the full amount of the base salary to which he was  theretofore  entitled  for a
period  of six  months  after he shall be deemed to have  become  Disabled  (the
"First Disability Payment Period"). If the First Disability Payment Period shall
end prior to the third anniversary of the Effective Date,  Executive  thereafter
shall be entitled  to receive  salary at an annual rate equal to one-half of his
then current  annual base salary for a further  period  ending on the earlier of
(i) one year thereafter,  or (ii) the day preceding the third anniversary of the
Effective Date (the "Second Disability Payment Period").  Upon the expiration of
the Second Disability Payment Period, Executive shall not be entitled to receive
any further  payments  on account of his base salary  until he shall cease to be
Disabled  and shall have  resumed his duties  hereunder  and  provided  that the
Corporations shall not have theretofore terminated this Agreement as hereinafter
provided.   The  Corporations  may  terminate  this  Agreement  and  Executive's
employment  hereunder at any time after Executive is Disabled,  upon at least 10
days' prior written notice. For the purposes of this Agreement,  Executive shall
be deemed to have  become  Disabled  when (x) by  reason of  physical  or mental
incapacity, Executive is not able to perform a substantial portion of his duties
hereunder  for a  period  of  135  consecutive  days  or  for  135  days  in any
consecutive  225-day  period or (y) when  Executive's  physician  or a physician
designated by the Corporations shall have determined that Executive shall not be
able,  by reason of  physical  or mental  incapacity,  to perform a  substantial
portion of his duties  hereunder.  In the event that Executive shall dispute any
determination of his Disability pursuant to clauses (x) or (y) above, the matter
shall



                                      -15-
<PAGE>
be resolved  by the  determination  of three  physicians  qualified  to practice
medicine  in the United  States of  America,  one to be  selected by each of the
Corporations  and  Executive  and the  third to be  selected  by the  designated
physicians.  If Executive  shall receive  benefits under any  disability  policy
maintained by the GST Companies,  the  Corporations  shall be entitled to deduct
the  amount  equal to the  benefits  so  received  from  base  salary  that they
otherwise would have been required to pay to Executive as provided above.

                  The  foregoing   provisions   regarding  disability  shall  be
adjusted during the term hereof to match the most favorable  disability benefits
provided to any other senior executive of the Corporations.

                  19.      TERMINATION FOR CAUSE.  The  Corporations  may at any
time upon  written  notice to Executive  terminate  Executive's  employment  for
Cause. For purposes of this Agreement, the following shall constitute Cause: (i)
the willful and repeated  failure of  Executive  to perform any material  duties
hereunder or gross  negligence of Executive in the  performance  of such duties,
and if such failure or gross negligence is susceptible of cure by Executive, the
failure to effect such cure within 10 days after written  notice of such failure
or gross  negligence  is given to  Executive;  (ii)  excessive use of alcohol or
illegal drugs interfering with the performance of Executive's  duties hereunder;
(iii)  theft,  embezzlement,  fraud,  misappropriation  of funds,  other acts of
dishonesty or the  violation of any law or ethical rule relating to  Executive's
employment;  (iv) the  conviction  of a felony or other  crime  involving  moral
turpitude by Executive; or (v) the



                                      -16-
<PAGE>
breach by Executive of any other material  provision of this  Agreement,  and if
such breach is susceptible of cure by Executive, the failure to effect such cure
within 30 days after written  notice of such breach is given to  Executive.  For
purposes of this  Agreement,  an action shall be  considered  "willful" if it is
done  intentionally,  purposely  or  knowingly,  distinguished  from an act done
carelessly,  thoughtlessly or inadvertently.  In any such event, Executive shall
be entitled to receive his base salary to and including the date of termination.

                  20.      LIQUIDATED   DAMAGES.   In   the   event   that   the
Corporations terminate this Agreement otherwise than by reason of Cause, (i) the
Corporations shall pay to Executive,  as liquidated  damages, a sum equal to 75%
of his then current annual base salary (the  "Termination  Payment") in a single
payment  within 10 days  after such  termination;  and (ii) the  Initial  Option
thereupon shall become  exercisable in full (without regard to the anniversaries
on which such options are exercisable). Upon receipt of the Termination Payment,
Executive  shall deliver to the  Corporation  his  resignation as an officer and
director of the  Corporation.  The  provisions  of this  Paragraph 20 constitute
liquidated  damages  and not a penalty and a  reasonable  estimate of the damage
anticipated to be suffered by the Executive were the  Corporations  to terminate
this  Agreement  otherwise  than by  reason  of  Cause,  it being  difficult  or
impossible to determine the damage  actually to be suffered by Executive in such
event.

                  21.      TERMINATION FOR EMPLOYER  BREACH.  Executive may upon
written notice to the  Corporations  terminate this Agreement (a termination for
"Employer Breach") in the event of the breach by



                                      -17-
<PAGE>
the Corporations of any material provision of this Agreement, and if such breach
is  susceptible  of cure,  the  failure to effect such cure within 30 days after
written notice of such breach is given to the Corporations.

                  22.      INSURANCE POLICIES.  The GST Companies shall have the
right from time to time to purchase,  increase,  modify or  terminate  insurance
policies on the life of Executive for the benefit of the GST Companies,  in such
amounts  as the GST  Companies  shall  determine  in their sole  discretion.  In
connection  therewith,  Executive  shall,  at such  place or  places  as the GST
Companies may reasonably direct,  submit himself to physical  examinations on an
annual basis (or more  frequently)  should an insurer or prospective  insurer so
require,  and execute and deliver such  documents as the GST  Companies may deem
necessary to obtain such insurance policies.

                  23.      SURVIVAL OF  PROVISIONS.  Neither the  termination of
this  Agreement,  nor of Executive's  employment  hereunder,  shall terminate or
affect in any manner any  provision  of this  Agreement  that is intended by its
terms to survive such  termination,  in particular,  Paragraphs 5, 8, 9, 11, 12,
13, 14, 15, 17, 18 and 20.

                  24.      ENTIRE   AGREEMENT;    AMENDMENT.    This   Agreement
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject matter hereof,  and any other prior agreement  between the  Corporations
and Executive with respect to the subject matter hereof is hereby superseded and
terminated  effective  immediately and shall be without further force or effect.
No amendment  or  modification  hereto shall be valid or binding  unless made in
writing and signed by the party against whom enforcement thereof is sought.



                                      -18-
<PAGE>
                  25.      NOTICES. Any notice required, permitted or desired to
be given pursuant to any of the provisions of this Agreement  shall be deemed to
have been  sufficiently  given or served for all purposes if delivered in person
or by responsible  overnight  delivery service or sent by certified mail, return
receipt requested, postage and fees prepaid as follows:

                           If to the  Corporations,  at their  address set forth
                           above,  ATTENTION:  Chief Executive  Officer,  with a
                           copy to:

                           Olshan Grundman Frome & Rosenzweig LLP
                           505 Park Avenue
                           New York, New York  10022
                           Attention: Stephen Irwin, Esq.

                           If to Executive,  at his address set forth above. Any
of the  parties  hereto may at any time and from time to time change the address
to which notice shall be sent  hereunder  by notice to the other  parties  given
under this  Paragraph 25. The date of the giving of any notice hand delivered or
delivered by responsible overnight carrier shall be the date of its delivery and
of any  notice  sent by mail  shall be the date five days  after the date of the
posting of the mail.

                  26.      NO   ASSIGNMENT;   BINDING   EFFECT.   Neither   this
Agreement,  nor the right to receive any payments hereunder,  may be assigned by
Executive or the  Corporations  without the prior  written  consent of the other
party  hereto.  This  Agreement  shall be  binding  upon  Executive,  his heirs,
executors  and  administrators  and  upon  the  Corporations,  their  respective
successors and permitted assigns.

                  27.      WAIVERS.  No course of  dealing  nor any delay on the
part of the Corporations in exercising any rights hereunder shall



                                      -19-
<PAGE>
operate as a waiver of any such  rights.  No waiver of any  default or breach of
this  Agreement  shall be  deemed a  continuing  waiver or a waiver of any other
breach or default.

                           28. INVALIDITY. If any clause, paragraph,  section or
part of this Agreement shall be held or declared to be void, invalid or illegal,
for any reason, by any court of competent jurisdiction,  such provision shall be
ineffective  but shall not in any way  invalidate  or affect  any other  clause,
paragraph, section or part of this Agreement, unless such holding or declaration
materially  reduces the benefits received by Executive under Paragraph 5 hereof,
in which case Executive  shall have the option to be exercised by written notice
to the Corporations  given within 10 days after any such holding or declaration,
to  terminate  this  Agreement.  Any such  termination  by  Executive  shall not
constitute a termination by the Corporations  within the provisions of Paragraph
20 hereof.

                  29.      FURTHER ASSURANCES. Each of the parties shall execute
such documents and take such other actions as may be reasonably requested by the
other  party to carry out the  provisions  and  purposes  of this  Agreement  in
accordance with its terms.

                  30.      ATTORNEYS' FEES. If any action, suit or proceeding is
filed by any party to  enforce or  rescind  this  Agreement  or  otherwise  with
respect to the subject  matter of this  Agreement,  the party  prevailing  on an
issue shall be entitled to recover  with  respect to such issue,  in addition to
costs,  reasonable  attorneys' fees incurred in preparation or in prosecution or
defense of such action, suit or proceeding as fixed by the arbitrator or trial



                                      -20-
<PAGE>
court,  and if any  appeal  is  taken  from the  decision  of the  trial  court,
reasonable attorneys' fees as fixed on appeal.

                  31.      GOVERNING  LAW.  This  Agreement  shall be  governed,
interpreted and construed in accordance with the terms of the State of Delaware,
except that body of law relating to choice of laws.

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


                                             GST USA, INC.

                                             By: /s/ John Warta
                                                --------------------------------
                                                Name:  John Warta
                                                Title: Chief Executive Officer


                                             GST TELECOM, INC.

                                             By:   /s/ John Warta
                                                --------------------------------
                                                Name:  John Warta
                                                Title: Chief Executive Officer

                                                  /s/  Dan Trampush
                                                --------------------------------
                                                          DAN TRAMPUSH

THE FOREGOING AGREEMENT IS
CONSENTED TO AND ACKNOWLEDGED:

GST TELECOMMUNICATIONS, INC.

By:    /s/ John Warta
     ---------------------------
      Name:  John Warta
      Title: Chairman and Chief Executive Officer



                                      -21-
<PAGE>
                                                                       Exhibit A
                                                                       ---------

                         PROMISSORY NOTE (INITIAL LOAN)
                         ------------------------------

$72,000                                                    Vancouver, Washington
                                                                __________, 199_

                  For value received,  the undersigned  promises to pay, without
interest,  to the order of GST Telecom Inc. ("GST") on ____________,  200_ [FIVE
YEARS AFTER DATE] the principal sum of Seventy Two Thousand  ($72,000)  Dollars,
or if less,  the aggregate  unpaid  principal sum of all advances made by GST to
the maker of this Note in respect of the Initial Loan  pursuant to the terms and
conditions of a certain Employment Agreement dated February ___, 1997 among GST,
GST USA,  Inc.  and the maker of this Note (the  "Employment  Agreement").  Each
advance and interest thereon shall be payable by wire transfer to the account of
GST, [Account No. 68365-808, Seafirst Bank, 805 Broadway, Vancouver,  Washington
98660,  ABA No.  125000024,]  or at such  other  place as may be  designated  in
writing by the holder to the maker of this Note.

                  This Note shall be prepaid to the extent of  proceeds  of sale
of any Common  Shares  acquired  upon  exercise  of the  Initial  Option and the
Performance Options.

                  The  holder  hereof  is  hereby  authorized  to  enter  on the
Schedule  attached  hereto  the  amount  of each  advance  and each  payment  of
principal thereon, without any further authorization on the part of the maker or
any endorser or guarantor  of this Note,  but the holder's  failure to make such
entry shall not limit or otherwise  affect the  obligations  of the maker or any
endorser or guarantor of this Note.



                                      -22-
<PAGE>
                  If this  Note is not paid in full when  due,  the  undersigned
hereby agrees to pay all costs and expenses of collection,  including reasonable
attorneys' fees.

                  This Note shall become  immediately  due and payable,  without
notice or demand,  upon the happening of any of the following events: the making
by the maker or any guarantor of this Note of an  assignment  for the benefit of
creditors,  or a trustee or receiver  being  appointed for the maker or any such
guarantor or for any property of any of them, or any proceeding  being commenced
by  or  against  the  maker  or  any  such  guarantor   under  any   bankruptcy,
reorganization,   arrangement  of  debt,   insolvency,   readjustment  of  debt,
receivership, liquidation or dissolution law or statute.

                  The  undersigned  and all  endorsers  and  guarantors  hereof,
jointly and severally waive presentment, demand for payment, notice of dishonor,
notice of protest and protest,  and all other  notices or demands in  connection
herewith and assent to any extension or  postponement  of the time of payment or
other  indulgence  or  release  of any party,  whether  by  operation  of law or
otherwise.

                  No delay by the holder of this Note in exercising any power or
right hereunder  shall operate as a waiver of any power or right,  nor shall any
single or  partial  exercise  of any power or right  preclude  other or  further
exercise  thereof,  or the  exercise  of any other power or right  hereunder  or
otherwise;  and no waiver  whatever or modification of the terms hereof shall be
valid  unless  set forth in writing  and  signed by the holder of this Note.  No
waiver shall be deemed a continuing waiver or waiver of any subsequent breach or
default, whether of a similar or different nature, unless expressly so stated in
writing.



                                      -23-
<PAGE>
                  This Note is made and  delivered  in and shall be  governed by
and construed in accordance with the laws of the State of Delaware,  except that
body of law relating to choice of laws.

                  All  capitalized  terms used herein and not otherwise  defined
shall have the meanings accorded them in the Employment Agreement.



                                                  ------------------------------
                                                  DAN TRAMPUSH


                                      -24-
<PAGE>


                                SCHEDULE TO NOTE
                                ----------------

Maker:  Dan Trampush                               Date of Note: _________, 199_

                                                Unpaid
                           Amount of           Principal
          Amount of        Principal          Balance of         Name of Person
Date       Advance          Repaid               Note            Making Notation

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                                      -25-