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Exhibit 10.24

February 5, 2002

Sherry L. Rhodes
11612 Luvie Ct.
Potomac, MD 20854

Dear Sherry:

Regretfully, the Board of Directors has elected to cease the operations of the
company. As a result, your position with the Company is being terminated,
effective April 6, 2002. Effective today, you will be placed on paid
administrative leave until that time, although you may be required to report to
work and perform work during this period depending upon the business necessity.
You will continue to be paid at your current pay rate, with benefits and
service credit through April 6, 2002, when your employment with ASC will
terminate. Pursuant to your employment agreement, you are entitled to a lump
sum payment equal to your annual base salary, less statutory withholdings, no
later than May 6, 2002.



| |  | Our records indicate that your vacation balance as of your termination
date will be 22.84 hours. Subject to confirmation of this balance,
you will be paid $2,415.77 for your accrued and unused vacation hours.
Your vacation pay will be included with your final payroll check.
This payment will be contingent on your return of any company property
in your possession.                                                                                                                                                                                                           
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| |  | Your current medical, dental and vision coverage will end April 30,
2002. You will be eligible under COBRA to elect an extension of your
medical coverage for up to two months (May and June 2002). Effective
July 1, 2002, you will no longer be eligible to continue this benefit
under COBRA due to the fact that ASC will no longer maintain a group
health insurance plan. Enclosed, please find additional benefit
information, including contact information for health insurance
providers who can review options available to you for converting to an
individual medical plan.
| 
| |  | Your Employer-Sponsored Group Life Insurance, Voluntary Life
Insurance, Short and Long Term Disability will cease as of April 30,
2002. You will have the option to convert the employer paid portion
of the Life insurance to an individual Whole Life policy with the
Guardian. If you currently participate in the Optional Life Plan
(Employee Paid), you will have the option to port the plan to a term
life policy at discounted rates through The Guardian. There are no
continuation options for Short Term or Long Term Disability.                                         



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| |  | The Flexible Spending Account program will cease as of April 6, 2002.
Your last spending account payroll deduction will be processed in your
April 15, 2002 paycheck. You will only be eligible to claim expenses
that you incurred prior to April 6, 2002. Participants should submit
claims no later than 90 days following their termination date.                                                                                                                                                                                                                                                                                                          
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| |  | If you are a participant in the companys 401(k) plan, you will need
to decide the appropriate disposition of any 401(k) funds you may
have. You will receive information directly from Cigna concerning
401(k) plan rollover procedures. Your 401(k) payroll deduction will
cease as of your termination date, unless you notify Laurie Foglesong
in Human Resources that you would like to change your election or
discontinue your participation sooner.                                                                                                                                                                                                    
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| |  | Enclosed you will find a Personnel Option Status statement which
provides a detailed summary of the status of each of your stock
options. You must exercise any vested, unexercised options under the
1998 Nonqualified Stock Option Plan, the Second 1998 Nonqualified
Stock Option Plan and/or the 1999 Nonqualified Stock Option Plan by
April 6, 2002 or you will forfeit these options. You must exercise
any vested, unexercised options under the 2000 Stock Incentive Plan by
July 5, 2002. Please contact Laurie Foglesong in Human Resources if
you wish to exercise your options. All unvested options will be
forfeited upon your termination date.
| 
| |  | You are required to return all Company property currently in your
possession. We request that you return these items to your department
head before you leave today. Remote office employees should schedule
a mutually agreeable time with Laurie Foglesong in Human Resources to
return these items.                                                                                                                                                                                                                                                                                                                                                         
| 
| |  | The Company will cancel your American Express corporate card, if
applicable, effective February 5, 2002. You are responsible for any
outstanding balance on your American Express corporate card. If have
any outstanding business-related expenses, please submit a final
expense report to Cindy Poling. Upon receipt of this information,
Advanced Switching Communications will be able to process your final
expense reimbursement.                                                                                                                                                                                                                       

Please feel free to contact Laurie Foglesong in Human Resources at
703.288.8145, if you have any questions or concerns with any of the
above-mentioned items.

Again, we regret that it has become necessary to cease operations. Thank you
for your service to ASC, and we wish you every success in your future
endeavors.

Sincerely,

/s/ Asghar Mostafa
Asghar Mostafa
President and CEO

|           |  |                                                                
|---------- |  | ---------------------------------------------------------------
|Enclosure: |  | ASC Employee Benefit Information                               
|           |  | Contact information for Unemployment and other related Agencies
|           |  | Personnel Option Status Statement