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                                                                    EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT


AGREEMENT, effective as of the 1st day of September, 2000 by and between i3
MOBILE, INC., a Delaware corporation with principal executive offices at 181
Harbor Drive, Stamford, Connecticut 06902 ("i3 Mobile"), and ALAN KATZMAN,
residing at 8 Rickland Road, Old Tappan, NJ 07675 ("Katzman").

                              W I T N E S S E T H :

WHEREAS, i3 Mobile is desirous of continuing to employ Katzman as Vice President
and General Counsel of i3 Mobile and Katzman is desirous of serving in such
capacity for i3 Mobile, all upon the terms and subject to the conditions
hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto, intending to be legally bound, agree as follows:

1.      Employment.

         i3 Mobile agrees to employ Katzman, and Katzman agrees to be employed
by i3 Mobile, upon the terms and subject to the conditions of this Agreement.

2.      Term.

        The employment of Katzman by i3 Mobile as provided in Section 1 will be
for a period of two (2) years commencing on the date hereof, unless sooner
terminated as hereinafter provided (the "Term"), and shall automatically renew
from year to year thereafter unless either party gives at least ninety (90) days
prior written notice of termination.

3.      Duties; Best Efforts; Indemnification.

        Katzman shall serve as Vice President and General Counsel of i3 Mobile
and shall perform, subject to the policy directions of the President and Chief
Executive Officer and the Board of Directors of i3 Mobile, such duties as are
customarily performed by the Vice President and General Counsel. Katzman shall
also have such other powers and duties as may be from time to time prescribed by
the President and Chief Executive Officer or the Board of Directors of i3
Mobile, provided that the nature of Katzman's powers and duties so prescribed
shall not be inconsistent with Katzman's position and duties hereunder.

        Katzman shall devote his business time, attention and energies to the
business and affairs of i3 Mobile, shall use his best efforts to advance the
best interests of i3 Mobile and shall not, during the Term, be actively engaged
in any other business activity, whether or not such business activity is pursued
for gain, profit or other pecuniary advantage, that will interfere with the
performance by Katzman of his duties hereunder or Katzman's availability to
perform such duties or that will adversely affect, or negatively reflect upon,
i3 Mobile.

         Subject to the provisions of i3 Mobile's Certificate of Incorporation
and Bylaws, each as amended from time to time, i3 Mobile shall indemnify Katzman
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time, for all amounts (including, without
limitation, judgments, fines, settlement payments, expenses and attorney's fees)
actually and reasonably incurred or paid by Katzman on a when- and as-incurred
basis in connection with any action, suit, investigation or proceeding arising
out of or relating to the performance by Katzman of services for, or the acting
by Katzman as a director, officer, or employee of, i3 Mobile, or any other
person or enterprise at i3 Mobile's request if Katzman acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of i3 Mobile, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. i3 Mobile shall use its
best efforts to obtain and maintain in full force and effect during the Term
directors' and officers' liability insurance policies providing full and
adequate protection to Katzman for his capacity, provided that the Board of
Directors of i3 Mobile shall have no obligation to purchase such insurance if,
in its opinion, coverage is available only on unreasonable terms. Katzman agrees
that, if it is finally judicially determined or finally determined by an
arbitrator that he is not or was not entitled to any amounts paid on his behalf
or for


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which he has been reimbursed under this third paragraph of this Section 3 by
virtue of having failed to have met the standards set forth in the first
sentence of this third paragraph of this section 3, Katzman shall promptly
reimburse i3 Mobile for such amounts.

4.      Place of Performance.

        In connection with his employment by i3 Mobile, Katzman shall be based
at the principal executive offices of i3 Mobile which shall be in the New York
Metropolitan area.

5.      Compensation.

    (a) Base Salary. i3 Mobile shall pay Katzman a base salary (the "Base
Salary") at a rate of not less than $140,000 per annum, payable in equal
semi-monthly installments during the Term. The President and Chief Executive
Officer of i3 Mobile at least annually will review the Base Salary and other
compensation during the Term with a view to increase thereof based upon then
prevailing industry salary scales for equivalently valued businesses for the
General Counsel position, Katzman's performance, the performance of i3 Mobile,
inflation and other relevant factors.

    (b) Out-of-Pocket Expenses. i3 Mobile shall promptly pay to Katzman the
reasonable expenses incurred by him in the performance of his duties hereunder,
including, without limitation, those incurred in connection with business
related travel or entertainment, or, if such expenses are paid directly by
Katzman, shall promptly reimburse him for such payment, provided that Katzman
properly accounts therefor in accordance with i3 Mobile's policy. i3 Mobile
shall provide Katzman with corporate credit and phone cards to be used with
respect to the foregoing expenses.

    (c) Participation in Benefit Plans. Katzman shall be eligible to participate
in the current i3 Mobile health, accident, life and disability insurance,
pension, profit sharing, stock option, stock purchase plans or arrangements.
Katzman shall also be entitled to participate in any other employee benefit plan
or arrangement made available in the future by i3 Mobile to its executives and
key management employees.

    (d) Vacation. Katzman shall be entitled to paid vacation days in each
calendar year determined by i3 Mobile from time to time, in accordance with i3
Mobile's standard vacation policy, prorated in any calendar year during which
Katzman is employed hereunder for less than an entire year in accordance with
the number of days in such year during which he is so employed. Katzman shall
also be entitled to all paid holidays given by i3 Mobile to its executives and
key management employees

    (e) Incentive Compensation. i3 Mobile agrees to pay Katzman a bonus (the
"Bonus") which shall be determined by the President and Chief Executive Officer
of i3 Mobile, in addition to and separate from his Base Salary and subject to
the achievement of certain mutually agreed upon performance goals, in an amount
up to twenty percent (20%) of his Base Salary. Katzman shall be entitled to the
Bonus on a pro-rata basis for partial achievement of the performance goals.


6.      Termination.

        Katzman's employment hereunder shall be terminated upon Katzman's death
and may be terminated as follows:


        (a) By i3 Mobile for "Cause." For purposes of this Agreement, a
termination for Cause shall occur if Katzman has (i) willfully failed to comply
with any of the material terms of this Agreement, (ii) willfully and repeatedly
failed to perform his duties hereunder, (iii) engaged in gross misconduct
materially injurious to i3 Mobile or (iv) been convicted of, or pleaded nolo
contendere to, a felony or a crime of moral turpitude; provided, however, that
Katzman shall receive thirty (30) days' advance written notice specifying the
actions constituting Cause and Katzman shall not have cured the actions
constituting Cause during such thirty (30) day period.

        (b) By i3 Mobile due to Katzman's "Disability." For purposes of this
Agreement, a termination for Disability shall occur (i) upon the thirtieth
(30th) day after i3 Mobile has provided a written termination notice to


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Katzman supported by a written statement from a reputable independent physician
to the effect that Katzman shall have become so incapacitated as to be unable to
resume, within the ensuing twelve (12) months, his employment hereunder by
reason of physical or mental illness or injury, or (ii) upon rendering of a
written termination notice by i3 Mobile after Katzman has been unable to
substantially perform his duties hereunder for six (6) consecutive months or for
nine (9) months in any twelve (12) month period (exclusive of any vacation
permitted under Section 5(f) hereof) by reason of any physical or mental
illness. For purposes of this Section 6(b), Katzman agrees to make himself
available and to cooperate in any reasonable examination by a reputable
independent physician retained by i3 Mobile.

        (c) By Katzman for "Good Reason upon Change in Control." For purposes of
this Agreement, "GOOD REASON" shall mean any of the following that occurs
coincident with or following a Change in Control, if not cured and corrected by
i3 Mobile or its successor within ten business days after written notice thereof
by Katzman to i3 Mobile or its successor: (i) any change in Katzman's title or
position that constitutes a material diminution in authority as compared to the
authority of Katzman's title or position immediately prior to the occurrence of
the Change in Control; (ii) any material reduction in the Katzman's annual base
salary as in effect on the effective date of the Change in Control; (iii) the
relocation of the principal executive offices of i3 Mobile in excess of fifty
(50) miles from their present location not consented to by Katzman, or (iv) a
substantial diminution in the Katzman's duties and responsibilities (other than
a change due to Katzman's Total and Permanent Disability or as an accommodation
under the Americans With Disabilities Act); provided, however, that no
diminution of title, position, duties or responsibilities shall be deemed to
occur solely because i3 Mobile becomes a subsidiary of another corporation or
entity or because there has been a change in the reporting hierarchy incident
thereto involving Katzman. "CHANGE IN CONTROL" means: (i) the effective date of
any merger, share exchange, consolidation or other reorganization or business
combination of i3 Mobile if immediately after such transaction either (A)
persons who were directors of i3 Mobile immediately prior to such transaction do
not constitute at least a majority of the directors of the surviving entity, or
(B) persons who hold a majority of the outstanding voting securities entitled to
vote generally in the election of directors of the surviving entity are not
persons who held a majority of the voting capital stock of i3 Mobile immediately
prior to such transaction; (ii) the closing of a sale or conveyance of all or
substantially all of the assets of i3 Mobile; (iii) an acquisition (other than
from i3 Mobile) in a transaction or a series of related transactions by any
person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), (excluding for this
purpose, (A) i3 Mobile or its subsidiaries, (B) any employee benefit plan of i3
Mobile or its subsidiaries which acquires beneficial ownership of voting
securities of i3 Mobile, (C) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (D) any corporation owned,
directly or indirectly, by the stockholders of i3 Mobile in substantially the
same proportions as their ownership of the then outstanding voting securities of
i3 Mobile entitled to vote generally in the election of directors) of beneficial
ownership, within the meaning of Rule 13d-3 promulgated under the Exchange Act,
of 50% or more of either the then outstanding shares of common stock or the
combined voting power of i3 Mobile's then outstanding voting securities entitled
to vote generally in the election of directors; (iv) individuals who were the
Board's nominees for election as directors immediately prior to a meeting of the
stockholders of i3 Mobile involving an actual or threatened election contest
relating to the election of the directors of i3 Mobile, as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, cease to
constitute a majority of the Board following the election; or (v) the
dissolution or liquidation of i3 Mobile.

7.      Compensation upon Termination.

    (a) In the event of the termination of Katzman's employment as a result of
Katzman's death, i3 Mobile shall (i) pay to Katzman's estate his Base Salary and
Bonus through the date of his death and (ii) for the longer of twelve (12)
months following his death or the balance of the Term (as if such termination
had not occurred) provide continuation coverage to the members of Katzman's
family under all major medical and other health, accident, life or other
disability plans and programs in which such family members participated
immediately prior to his death.

    (b) In the event of the termination of Katzman's employment by i3 Mobile for
Cause or by Katzman other than for Good Reason upon Change in Control, i3 Mobile
shall pay to Katzman his Base Salary and accrued Bonus through the date of his
termination, and Katzman shall have no further entitlement to any other
compensation or benefits from i3 Mobile.

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    (c) In the event of the termination of Katzman's employment by i3 Mobile due
to Disability, i3 Mobile shall pay to Katzman his Base Salary and accrued Bonus
through the date of his termination. In addition, for twelve (12) months
following any such termination, i3 Mobile shall (i) continue to pay Katzman the
Base Salary in effect at the time of such termination less the amount, if any,
then payable to Katzman under any disability benefits of i3 Mobile and (ii)
provide Katzman continuation coverage under all major medical and other health,
accident, life or other disability plans and programs in which Katzman
participated immediately prior to such termination.

    (d) In the event that Katzman's employment is terminated (i) by i3 Mobile
other than (A) as a result of Katzman's death or (B) for reasons specified in
Section 6(a) or (b) or (ii) by Katzman for Good Reason upon Change in Control,
i3 Mobile shall continue to pay to Katzman his Base Salary and Bonus for the
greater of twelve (12) months following any such termination or the balance of
the Term (as if such termination has not occurred) and provide Katzman
continuation coverage under all major medical and other health, accident, life
or other disability plans or programs in which Katzman participated immediately
prior to such termination for the same period. Notwithstanding the foregoing,
the amounts otherwise payable to Katzman pursuant to this Section 7(d) shall be
subject to reduction (but not below zero) to the extent determined necessary by
i3 Mobile to prevent any payments or benefits to or for the benefit of Katzman
(whether pursuant to this Agreement or any other plan, arrangement or agreement)
from being treated as a "parachute payment" under Section 280G of the Internal
Revenue Code of 1986, as amended. In the event that Katzman's employment is
terminated by Katzman for Good Reason upon Change in Control, all stock options
and other equity incentive awards granted to Katzman by i3 Mobile shall
immediately fully vest on an accelerated basis and be exercisable for a 30-day
period following the occurrence of the event comprising Good Reason upon Change
in Control.

    (e) If Katzman disputes the termination of his employment by i3 Mobile
pursuant to Section 6(a) or 6(b) herein and such dispute results in a final
determination to the effect that i3 Mobile did not have a proper basis for such
termination, i3 Mobile shall promptly pay to Katzman all payments Katzman would
have been entitled to receive had his employment hereunder had not been
improperly terminated; provided, however, that any payments or benefits under
this Section 7(e) shall be reduced by the amount of any payments or benefits
provided under any other provision of Section 7 hereof.

    (f) The continuation coverage under any major medical and other health,
accident, life or other disability plans and programs for the periods provided
in Section 7(a), 7(c) and 7(d) shall be provided (i) at the expense of i3 Mobile
and (ii) in satisfaction of i3 Mobile's obligation under Section 4980B of the
Internal Revenue Code (and any similar state law) with respect to the period of
time such benefits are continued hereunder.

    (g) This Section 7 sets forth the only obligations of i3 Mobile with respect
to the termination of Katzman's employment with i3 Mobile, and Katzman
acknowledges that, upon the termination of his employment, he shall not be
entitled to any payments or benefits which are not explicitly provided herein.

8.      Covenant Regarding Inventions and Copyrights.

        Katzman shall disclose promptly to i3 Mobile any and all inventions,
discoveries, improvements and patentable or copyrightable works initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term and related to the business or activities of i3 Mobile and he assigns all
of his interest therein to i3 Mobile or its nominee; whenever requested to do so
by i3 Mobile, Katzman shall execute any and all applications, assignments or
other instruments which i3 Mobile shall deem necessary to apply for and obtain
letters patent or copyrights of the United States or any foreign country, or
otherwise protect i3 Mobile's interest therein. These obligations shall continue
beyond the conclusion of the Term with respect to inventions, discoveries,
improvements or copyrightable works initiated, conceived or made by Katzman
during the Term and shall be binding upon Katzman's assigns, executors,
administrators and other legal representatives.

9.      Protection of Confidential Information.

        Katzman acknowledges that he has been and will be provided with
information about, and his employment by i3 Mobile will, throughout the Term,
bring him into close contact with, many confidential affairs of i3 Mobile and
its subsidiaries, including proprietary information about costs, profits,
markets, sales, products, key personnel, pricing policies, operational methods,
technical processes and other business affairs and methods, plans for future
developments and other information not readily available to the public, all of
which are highly


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confidential and proprietary and all of which were developed by i3 Mobile at
great effort and expense. Katzman further acknowledges that the services to be
performed by him under this Agreement are of a special, unique, unusual,
extraordinary and intellectual character, that the business of i3 Mobile will be
conducted throughout the world (the "Territory"), that its services will be
marketed throughout the Territory, that i3 Mobile competes and will compete in
all of its business activities with other organizations which are located in any
part of the Territory and that the nature of the relationship of Katzman with i3
Mobile is such that Katzman is capable of competing with i3 Mobile from nearly
any location in the Territory. In recognition of the foregoing, Katzman
covenants and agrees during the Term and for a period of five (5) years
thereafter:

    (i) That he will keep secret all confidential matters of i3 Mobile and not
disclose them to anyone outside of i3 Mobile, either during or after the Term,
except with i3 Mobile's prior written consent or, if during the Term, in the
performance of his duties hereunder, Katzman makes a good faith determination
that it is the best interest of i3 Mobile and to disclose such matters;

    (ii) That he will not make use of any such confidential matters for his own
purposes or the benefit of anyone other than i3 Mobile; and

    (iii) That he will deliver promptly to i3 Mobile on termination of this
Agreement, or at any time i3 Mobile may so request, all confidential memoranda,
notes, records, reports and other confidential documents (and all copies
thereof) relating to the business of i3 Mobile, which he may then possess or
have under his control.

10.     Restriction on Competition, Interference and Solicitation.

        In recognition of the considerations described in Section 9 hereof,
Katzman covenants and agrees that, during the Term and for a period of one (1)
year or such longer period of time during which Katzman is continuing to receive
compensation from i3 Mobile after such termination, Katzman will not, directly
or indirectly, (A) enter into the employ of, or render any services to, any
person, firm or corporation engaged in any business directly competitive with
the business of i3 Mobile in any part of the Territory in which i3 Mobile is
actively engaged in business on the date of termination; (B) engage in any such
business for his own account; (C) become interested in any such business as an
individual, partner, shareholder, creditor, director, officer, principal, agent,
employee, trustee, consultant, advisor, franchisee or in any other relationship
or capacity; or (D) interfere with i3 Mobile's relationship with, or endeavor to
employ or entice away from i3 Mobile any person, firm, corporation, governmental
entity or other business organization who or which is or was an employee,
customer or supplier of, or maintained a business relationship with, i3 Mobile
at any time (whether before or after the Term), or which i3 Mobile has solicited
or prepared to solicit; provided, however, that the provisions of clause (A)
shall not be deemed to preclude Katzman from engagement by a corporation some of
the activities of which are competitive with the business of i3 Mobile if
Katzman's engagement does not relate, directly or indirectly, to such
competitive business, and nothing contained in this Section 10 shall be deemed
to prohibit Katzman from acquiring or holding, solely for investment, publicly
traded securities of any corporation some of the activities of which are
competitive with the business of i3 Mobile so long as such securities do not, in
the aggregate, constitute more than five percent (5%) of any class or series of
outstanding securities of such corporation.

11.     Specific Remedies.

        For purposes of Sections 8, 9 and 10 of this Agreement, references to i3
Mobile shall include all current and future majority-owned subsidiaries of i3
Mobile and all current and future joint ventures in which i3 Mobile may from
time to time be involved. It is understood by Katzman and i3 Mobile that the
covenants contained in this Section 11 and in Sections 8, 9 and 10 hereof are
essential elements of this Agreement and that, but for the agreement of Katzman
to comply with such covenants, i3 Mobile would not have agreed to enter into
this Agreement. i3 Mobile and Katzman have independently consulted with their
respective counsel and have been advised concerning the reasonableness and
propriety of such covenants with specific regard to the nature of the business
conducted by i3 Mobile and all interests of i3 Mobile. Katzman agrees that the
covenants of Sections 8, 9 or 10 hereof are reasonable and valid. If Katzman
commits a breach of any of the provisions of Sections 8, 9 or 10 hereof, such
breach shall be deemed to be grounds for termination for Cause. In addition,
Katzman acknowledges that i3 Mobile may have no adequate remedy at law if he
violates any of the terms hereof. Katzman therefore understands and agrees that
i3 Mobile shall have (i) the right to have such provisions specifically enforced
by any court having equity jurisdiction, it being acknowledged and agreed that
any such

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breach will cause irreparable injury to i3 Mobile and that money damages will
not provide an adequate remedy to i3 Mobile, and (ii) the right to require
Katzman to account for and pay over to i3 Mobile all compensation, profits,
monies, accruals, increments and other benefits (collectively "Benefits")
derived or received by Katzman as a result of any transaction constituting a
breach of any of the provisions of Sections 8, 9 or 10 and Katzman hereby agrees
to account for and pay over such Benefits to i3 Mobile.

12.     Independence, Severability and Non-Exclusivity.

        Each of the rights enumerated in Sections 8, 9 or 10 hereof and the
remedies enumerated in Section 11 hereof shall be independent of the others and
shall be in addition to and not in lieu of any other rights and remedies
available to i3 Mobile at law or in equity. If any of the covenants contained in
Sections 8, 9 or 10, or any part of any of them, is hereafter construed or
adjudicated to be invalid or unenforceable, the same shall not affect the
remainder of the covenant or covenants or right or remedies which shall be given
full effect without regard to the invalid portions. The parties intend to and do
hereby confer jurisdiction to enforce the covenants contained in Section 8, 9 or
10 and the remedies enumerated in Section 11 upon the federal and state courts
of Connecticut sitting in Fairfield County. If any of the covenants contained in
Sections 8, 9 or 10 is held to be invalid or unenforceable because of the
duration of such provision or the area covered thereby, the parties agree that
the court making such determination shall be the power to reduce the duration
and/or area of such provision and in its reduced from said provision shall then
be enforceable. No such holding of invalidity or unenforceability in one
jurisdiction shall bar or in any way affect i3 Mobile's right to the relief
provided in Section 11 or otherwise in the courts of any other state or
jurisdiction within the geographical scope of such covenants as to breaches of
such covenants in such other respective states or jurisdictions, such covenants
being, for this purpose, severable into diverse and independent covenants.

13. Disputes. If i3 Mobile or Katzman shall dispute any termination of Katzman's
employment hereunder or if a dispute concerning any payment hereunder shall
exist:

    (a) either party shall have the right (but not the obligation), in addition
to all other rights and remedies provided by law, to compel binding, enforceable
and non-appealable arbitration of the dispute in the City of New York under the
rules of the American Arbitration Association by giving written notice of
arbitration to the other party within thirty (30) days after notice of such
dispute has been received by the party to whom notice has been given; and

    (b) if such dispute (whether or not submitted to arbitration pursuant to
Section 13(a) hereof) results in a determination that (i) i3 Mobile did not have
the right to terminate Katzman's employment under the provisions of this
Agreement or (ii) the position taken by Katzman concerning payments to Katzman
is correct, i3 Mobile shall promptly pay, or if theretofore paid by Katzman,
shall promptly reimburse Katzman for, all costs and expenses (including
reasonable attorneys' fees) reasonably incurred by Katzman in connection with
such dispute.

14.      Successors; Binding Agreement.

         In the event of a future disposition by i3 Mobile (whether direct or
indirect), by sale of assets or stock, merger, consolidation or otherwise of all
or substantially all of its business and/or assets in a transaction to which
Katzman consents, i3 Mobile will require any successor, by agreement in form and
substance satisfactory to Katzman, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that i3 Mobile would be
required to perform if no such disposition had taken place. This Agreement and
all rights of Katzman hereunder shall inure to the benefit of, and be
enforceable by, Katzman's personal or legal representatives, executors,
administrators, administrators cta, successors, heirs, distributees, devisees
and legatees. If Katzman should die while any amount would still be payable to
him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Katzman's estate.

15.      Notices.

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        All notices, consents and other communications required or permitted to
be given by any party hereunder shall be in writing (including telecopy or other
similar writing) and shall be given be personal delivery, certified or
registered mail, postage prepaid, or telecopy (or other similar writing) as
follows:

To i3 Mobile:    181 Harbor Drive
                 Stamford, CT  06902
                 Attn:  President and Chief Executive Officer
                 Telecopy:  (203) 428-3204


To Katzman:      8 Rickland Road
                 Old Tappan, NJ  07675


or at such other address or telecopy number (or other similar number) as either
party may from time to time specify to the other. Any notice, consent or other
communication required or permitted to be given hereunder shall have been deemed
to be given on the date of mailing, personal delivery or telecopy or other
similar means (provided the appropriate answer back is received) thereof and
shall be conclusively presumed to have been received on the second business day
following the date of mailing or, in the case of personal delivery or telecopy
or other similar means, the day of delivery thereof, except that a change of
address shall not be effective until actually received.

16.     Modifications and Waivers.

        No term, provision or condition of this Agreement may be modified or
discharged unless such modification or discharge is authorized by the President
and Chief Executive Officer or Board of Directors of i3 Mobile and is agreed to
in writing and signed by Katzman. No waiver by either party hereto of any breach
by the other party hereto of any term, provision or condition of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.

17.     Entire Agreement.

        This Agreement constitutes the entire understanding between the parties
hereto relating to the subject matter hereof, superseding all negotiations,
prior discussions, preliminary agreements and agreements relating to the subject
matter hereof made prior to the date hereof.




18.     Law Governing.

        Except as otherwise explicitly noted, this Agreement shall be governed
by and construed in accordance with the laws of the State of Connecticut
(without giving effect to the principles of conflicts of law).

19.     Invalidity.

        Except as otherwise specified herein, the invalidity or unenforceability
of any term or terms of this Agreement shall not invalidate, make unenforceable
or otherwise affect any other term of this Agreement which shall remain in full
force and effect.

20.     Headings.

        The headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year set forth above.


<PAGE>   8

                                i3 MOBILE, INC.



                   By:    /s/ Stephen G. Maloney
                      ------------------------------------
                      Stephen G. Maloney
                      President and Chief Executive Officer


                          /s/ Alan Katzman
                      ---------------------------------------
                      Alan Katzman