Exhibit
10.2

Employment
Agreement




This
EMPLOYMENT AGREEMENT (the
“Agreement”) is made and entered into as of this 1st day of
February 2005, by and between Davel Communications, Inc., (the “Corporation”)
and Don Paliwoda (the “Executive”).




WHEREAS, the
Corporation desires to have the Executive provide services to the Corporation as
Chief Financial Officer, having determined that the services of the Executive
are of value to the Corporation, and the Executive desires to be employed by the
Corporation as Chief Financial Officer.




WHEREAS, the
Corporation and the Executive intend this Agreement to supersede and replace
that certain employment agreement between the parties dated on or about February
13, 2004 (the “Previous Agreement”).




NOW
THEREFORE, in
consideration of the Executive’s performance of the duties set forth herein, and
upon the other terms and conditions hereinafter provided, the parties agree as
follows:




1.    Employment
and Services.




During
the term of this Agreement, the Executive shall be employed as Chief Financial
Officer of the Corporation. As Chief Financial Officer, the Executive shall
render administrative and management services to the Corporation such as those
that are customarily performed by persons situated in similar executive
positions, and such other duties as the Chief Executive Officer (“CEO”) or Chief
Administrative Officer (“CAO”), in the CEO’s absence, may from time to time
reasonably direct. As an employee of the Corporation, the Executive shall report
directly to the CEO of the Corporation or, in the CEO’s absence, to the CAO, or
to such other person as the CEO or Board of Directors may reasonably
direct.




2.    Term
of Agreement.




The term
of this Agreement shall continue for a period of fourteen (14) months beginning
February 1, 2005 and ending March 31, 2006 (the “Term”). This Agreement may be
renewed at the Expiration of the Term upon mutual written agreement of the
parties.


 

3.    Obligations of the
Executive.,


 

The
Executive agrees to devote his best efforts and substantially all of his
business time to the business and affairs of the Corporation, and to discharge
his responsibilities herein. The Executive may serve on corporate (up to two),
civic or charitable boards or committees and may manage personal investments, so
long as such activities do not interfere in any material respect with the
performance of his responsibilities hereunder.


 







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4.    Compensation.






	a.  	
      Salary.
      During the Term of this Agreement, the Corporation shall pay the Executive
      a salary of $119,600 per annum, which shall be paid at regular intervals
      (no less often than monthly) in accordance with the Corporation’s normal
      payroll practices.








	b.  	
      Benefit
      and Incentive Compensation Plans.
      The Executive shall be entitled to participate in any plan of the
      Corporation relating to incentive compensation, pension, deferred
      compensation, profit-sharing, stock purchase, group life insurance,
      medical insurance or other retirement or employee benefits that the
      Corporation may then have in force for the benefit of its Executive
      employees, and for which he is otherwise eligible. At a minimum, the
      Corporation shall provide Executive with family medical insurance,
      long-term disability insurance, and family dental insurance. In the event
      the Corporation institutes a stock option plan for its executives,
      Executive shall be eligible to participate in such plan at levels
      consistent with other senior level executive
employees.








	c.  	
      Expense
      Reimbursement.
      In addition to the compensation provided to the Executive pursuant to
      subparagraphs (a) and (b) above, and upon receipt of proper documentation
      consistent with the Corporation’s practices, the Corporation agrees to
      reimburse the Executive for reasonable entertainment, travel, lodging and
      other miscellaneous expenses. The Corporation shall also reimburse
      Executive for the reasonable cost of Executive’s monthly cellular
      telephone expenses for corporate related
calls.







5.    Vacations.




The
Executive shall be entitled to an annual paid vacation in accordance with the
Corporation’s policies. The timing of vacations shall be scheduled at a time
mutually agreed upon between the Executive and the CEO, but in no event shall
the Executive take more than two weeks of vacation at any one time. In the event
the Executive has any unused vacation at the expiration of the Term of this
Agreement the Executive shall not be entitled to receive any cash compensation
for his unused vacation time.




6.    Termination
of Employment. 





	a.  	
      The
      Executive’s employment under this Agreement may be terminated by the
      Corporation for Cause, as hereinafter defined. In the event this Agreement
      is terminated by the Corporation other than for Cause the Executive shall
      be entitled to receive:













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	(i)  	
      Severance
      compensation in accordance with Section 4 (a) of this Agreement for the
      remaining Term of this Agreement, or for a period equal to six months,
      whichever is greater; and








	(ii)  	
      Any
      other benefits provided under the terms of this Agreement for the
      remaining Term.








	(iii)  	
      In
      the event the Executive is requested by the Corporation to relocate his
      primary residence more than fifty miles from his current residence, and
      Executive is unwilling or unable to do so, and as a result Executive’s
      employment is terminated by the Corporation, such termination shall be
      deemed other than for Cause and Executive shall be entitled to the
      benefits set forth in this Section 6 (a) (i) and (ii)
    above.








	(iv)  	
      The
      severance compensation paid in accordance with Section 6 (a) (i) shall be
      paid in lieu of any other severance benefits offered by the
      Corporation.








	b.  	
      The
      Executive shall have no right to receive compensation or other benefits
      under this Agreement for any period after the date of termination for
      Cause. For purposes of this Agreement, termination for Cause shall include
      termination as a result of the (a) Executive’s fraud or dishonesty in the
      course of Executive’s employment with the Corporation, (b) gross
      negligence or willful misconduct committed by Executive in the course of
      Executive’s employment with the Corporation which has or might reasonably
      be expected to have a material adverse effect upon the business or
      operations of the Corporation, (c) breach of fiduciary duty involving
      personal profit, (d) intentional failure to perform stated duties, (e)
      conviction of a felony or other crime of moral turpitude in the course of
      employment (e.g. fraud, theft, embezzlement and the like), (f) habitual
      and excessive use of alcohol or controlled substances other than for
      therapeutic reasons, or (g) Executive’s material breach of any provision
      of this Agreement.








	c.  	
      This
      Agreement may be voluntarily terminated by the Executive at any time upon
      ninety (90) days’ written notice to the Corporation or upon such shorter
      period as may be agreed upon between the Executive and the CEO of the
      Corporation. In the event of such termination, the Corporation shall be
      obligated only to continue to pay the Executive his salary up to the date
      of termination and those retirement and/or employee benefits which have
      been earned or become payable up to the date of
    termination.








	d.  	
      If
      the Executive’s employment terminates by reason of the Executive’s
      Disability, as defined in Paragraph 7, the Corporation shall pay the
      Executive any benefits which pursuant to the terms of any compensation or
      benefit plan have been earned and have become payable but which have not
      yet been paid to the Executive, together with a pro rata portion of any
      additional compensation that the Executive would have been entitled to
      receive in respect of the year in which the Executive’s date of
      termination occurs had he continued in employment until the end of such
      calendar year; however, there shall be no incentive bonus payable with
      respect to the year during which Executive’s employment is
      terminated.




 







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7.    Disability.  


Executive
shall be deemed to be disabled and the Corporation may terminate this Agreement
if Executive shall, as a result of such Disability, fail to perform the duties
hereunder for any 90 days during a consecutive 120-day period. The Corporation
may terminate the Executive’s employment after having established his
Disability, which results in the Executive becoming eligible for long-term
disability benefits. For purposes of this Agreement, “Disability” means a
physical or mental infirmity, which prevents the Executive from performing the
essential functions of his position under this Agreement. In the event the
Executive’s employment is terminated by reason of Disability, he shall be
entitled to the compensation and benefits provided for under this Agreement for
any period prior to the establishment of the Executive’s Disability during which
is unable to work due to a physical or mental infirmity.


 

8.    Non-Solicitation
and Non-Competition.


 


	a.  	
      The
      Executive agrees that during the term of this Agreement, and for three
      years thereafter, he will not directly or
indirectly:








	(i)  	
      Solicit,
      divert or take away any of the customers, business or patronage of the
      Corporation or its subsidiaries or affiliates;
or




 


	(ii)  	
      Induce
      or attempt to influence any employee of the Corporation or its
      subsidiaries or affiliates to terminate his or her employment
      therewith.




 


	b.  	
      Executive
      agrees that during the term hereof and for any period thereafter during
      which the Executive is receiving severance or other compensation from the
      Corporation, Executive shall not compete with the Corporation, on behalf
      of himself or any other person, firm, business or corporation, as follows:
      he shall not directly or indirectly (i) engage in the pay telephone
      business; or (ii) request or instigate any account or customer of the
      Corporation to withdraw, diminish, curtail or cancel any of its business
      with the Corporation.




 


	c.  	
      In
      the event of a breach or threatened breach of the Executive of the
      provisions of this Paragraph 8, the Corporation, or any duly authorized
      officer thereof, will be entitled to a temporary restraining order or
      injunction.













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9.    Successors;
Binding Agreement.




This
Agreement and all rights of the Executive hereunder shall inure to the benefit
of and be enforceable by his personal or legal representatives, successors,
heirs, distributees, devisees, legatees and permitted assigns. This Agreement
and all rights of the Corporation hereunder shall inure to the benefit of and be
enforceable by its successors and permitted assigns.




10.    No
Assignments.




This
Agreement is personal to each of the parties hereto and neither party may assign
or delegate any of its rights or obligations hereunder without first obtaining
the written consent of the other party.


 

11.    Notices.



All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or
mailed certified or registered mail, return receipt requested with postage
repaid, to the following addresses or to such other address as either party may
designate by like notice.





	a.  	
      If
      to the Corporation, to:







Davel
Communications, Inc.

200
Public Square

Suite
700

Cleveland,
OH 44114

Attention:
Chief Executive Officer





	b.  	
      If
      to the Executive, to:







Don
Paliwoda

16939
Sagamore Road

Walton
Hills, OH 44146





and to
such other or additional person or persons as either party shall have designated
to the other party in writing by like notice.


 








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12.    Amendments.

 

No
amendments or additions to this Agreement shall be binding unless in writing and
signed by both parties except as herein otherwise provided.




13.    Paragraph
Headings.




The
Paragraph Headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of this
Agreement.




14.    Severability.




The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provisions shall not affect the validity or
enforceability of the other provisions hereof.




15.    Governing
Law.




This
Agreement shall, except to the extent that Federal law shall be deemed to
preempt it, be governed by and construed and enforced in accordance with the
laws of the State of Ohio.




IN
WITNESS WHEREOF, the
parties have executed this Agreement on the 28th day of February, 2005.






	Executive 	 	 	Davel
      Communications, Inc.
	 	 	 	 
	/s/ Donald L.
      Paliwoda	 	 	/s/ Tammy L.
      Martin
	
      

      Don Paliwoda	 	 	
      

      By: Tammy
      Martin
		 	 	Chief
      Administrative Officer



 

 

 






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