USOL HOLDINGS, INC.
                         EXECUTIVE EMPLOYMENT AGREEMENT

This Executive  Employment  Agreement (the "Agreement") is made and entered into
this 14th day of November,  2001, by and between USOL HOLDINGS,  INC., an Oregon
corporation (the "Company"), its successors and assigns, and JAMES W. LIVINGSTON
("Employee").

A.  The   Company  is  engaged  in  the   business   of   providing   integrated
telecommunications  and  entertainment  services to  residents  of  multi-family
apartment  and  condominium   complexes  including  but  not  limited  to  cable
television,  enhanced local and long-distance telephone services, and high-speed
Internet  access.  These  activities,  together with activities that the Company
enters into during Employee's  employment,  are collectively referred to in this
Agreement as the "Business of the Company."

B. Employee has been serving as the Company's Chief Executive Officer.

C. The Company  wishes to continue to employ  Employee and  Employee  desires to
accept such  continued  employment on the terms and conditions set forth in this
Agreement.

D. Employee possesses and will continue to possess Confidential  Information (as
defined  below)  as a result  of his  ongoing  relationship  with  the  Company.
Following the  execution of this  Agreement by Employee,  the Company  agrees to
provide  Employee with  continued  access to new  Confidential  Information.  In
exchange for the continued provision of such Confidential Information,  Employee
agrees  not to reveal or  disclose  Confidential  Information  and to enter into
certain restrictive covenants as stated in this Agreement.

         NOW,  THEREFORE,  for and in  consideration  of the promises and mutual
agreements set forth in this Agreement, the parties hereby agree as follows:

1.       DUTIES OF EMPLOYMENT

         While  subject  to  change as  conditions  warrant,  Employee  shall be
employed as the Chief  Executive  Officer and the  President of the Company with
such  duties  and  performance   requirements  as  are  typically  performed  by
individuals  with similar job titles in similarly sized companies and such other
duties as may be assigned or  delegated to or requested of him from time to time
by the Board of Directors.  It is  anticipated  that Employee shall serve on the
Company's Board of Directors  while also serving as the Chief Executive  Officer
and President;  however, Employee agrees to resign any and all positions that he
holds on the Company's Board of Directors  immediately  upon his separation from
employment regardless of the circumstances. The Company and Employee acknowledge
that Employee currently resides in Dallas,  Texas. Employee agrees that he shall
relocate  his  principal  residence  from  Dallas,  Texas to the  Austin,  Texas
metropolitan area. Until such time as Employee relocates his principal residence
to the Austin, Texas metropolitan area, Employee agrees to reside in the Austin,

<PAGE>

Texas  metropolitan  area Monday  through Friday of every week and, if possible,
shall acquire temporary living  accommodations in an apartment complex for which
the Company or any of its subsidiaries provides services.  Employee shall devote
a majority of his time,  attention,  skill and efforts to the performance of his
duties for the Company,  which shall be at a level that is reasonably comparable
to the generally prevailing standards for individuals with similar job titles in
similarly  sized  companies.  Employee  agrees to follow and abide by all of the
lawful  policies,  rules,  and  procedures  of the Company in effect  during the
course of his employment.

2.       LOYALTY, NONINTERFERENCE, NONSOLICITATION & NONCOMPETITION

(a) Employee  acknowledges  his  fiduciary  duty of loyalty to the Company,  and
agrees not to engage in any activity  during the term of his  employment  by the
Company which will or could materially harm the business,  business interests or
reputation of the Company.  Without  limiting the  foregoing,  Employee will not
directly or indirectly engage in competition with the Company at any time during
his  employment by the Company and will not, on his own behalf,  or as another's
agent,  employee,  partner, or otherwise,  engage in any duties similar to those
required by Employee's  position with the Company,  other than as an employee of
the Company pursuant to this Agreement.

(b) Except as shall be fully  disclosed to the Board of Directors of the Company
and  consented  to by a  majority  of the  members  of the  Company's  Board  of
Directors,  Employee  hereby  represents  and  warrants  that (i) he has no, and
during  the term of this  Agreement  will not have any,  affiliation,  direct or
indirect,  with any person,  firm or other entity that is in any way  affiliated
with any member of the Board of Directors of the Company (collectively  referred
to as "Prohibited  Parties"),  and (ii) no  commissions,  finder's fees or other
payments  of any kind will be paid by Employee  to any  Prohibited  Party or any
affiliates thereof resulting from Employee's employment by the Company. Employee
shall  be  compensated  for  any  business  opportunities   developed  prior  to
Employee's  employment  and  disclosed to and  consented to by a majority of the
members of the  Company's  Board of  Directors,  if the  Company  exploits  such
business opportunities.

(c) Employee acknowledges that the Company has, over a period of time, developed
and will continue, over a period of time, to develop,  significant relationships
and goodwill between itself, and its clients, customers,  vendors, suppliers and
candidates,  by providing superior service to its clients,  customers,  vendors,
suppliers and candidates.  Employee  recognizes that the  relationships  that he
develops with these clients, customers, vendors, suppliers and candidates during
the period of his  employment  by the Company  constitutes  part of the valuable
goodwill of the Company.  Employee  agrees that he will not  interfere  with the
business relationships or goodwill of the Company.

(d) Employee also recognizes that because there is a limited market for the type
of  products  and  services  performed  by the  Company,  the  Company  faces  a
legitimate  and  significant  potential  for injury from  competition  by former
employees  competing  or working for  competitors  of the  Company.  In order to

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<PAGE>

facilitate the  enforcement of these  obligations,  including but not limited to
Employee's obligation to respect Confidential Information,  Employee agrees that
upon his separation from employment with the Company for any reason, voluntarily
or involuntarily, for a period of 6 months following the date of separation from
employment, Employee will not, either directly or indirectly, on his own account
or as an agent, stockholder, owner, employer, employee or otherwise:

         (i) solicit any business  from any Customer of the Company for purposes
of providing  products or services similar to those offered by the Company.  For
purposes  of this  Agreement,  the term  "Customer"  includes  those  persons or
entities  (i) that  are  customers  of the  Company  at the  time of  Employee's
separation  from  employment;  or (ii) are past or  potential  customers  of the
Company that Employee may have  contacted or otherwise  have knowledge of during
his employment;

         (ii) compete with the Company,  directly or indirectly, by engaging in,
becoming  employed by,  becoming a  shareholder,  consultant,  partner,  lender,
principal,  agent or  becoming  an equity  owner of more than 5% of an  entity's
outstanding  ownership  interest by vote or by value, or entering into any other
relationship  whatsoever  with an entity  that  competes  with the Company or an
entity  that  engages in  activities  that are  similar to the  Business  of the
Company in any geographic  area in which the Company is operating at the time of
Employee's separation from employment;

         (iii) contact or approach  either  directly or  indirectly  for his own
individual  purposes  or those of another,  any  employee of the Company for the
purpose of attempting  to or actually  soliciting or hiring that employee on his
own account, or on account of another.

3.       CONFIDENTIAL INFORMATION

(a) During and after his employment by the Company, Employee agrees that he will
hold all  Confidential  Information (as defined herein) in strictest  confidence
and will not,  directly or  indirectly,  use for his own benefit or disclose any
Confidential  Information  unless such  disclosure  is (i) to an employee of the
Company  who  has a need  to  know  the  information  and  is  under  a duty  of
confidentiality;  (ii)  authorized  in writing by an officer of the Company;  or
(iii) required by law.

(b)  Employee  agrees  that  he  will  not  knowingly  cause  any   Confidential
Information,  including  without  limitation  any  software  or  technical  data
received from the Company, to be downloaded,  shipped, transferred,  exported or
re-exported, in violation of United States export law.

(c) If  Employee  separates  from  employment  with the  Company for any reason,
Employee agrees that he will promptly (i) return all property,  records,  files,
documents,  materials  and copies  relating to the business of the Company which
came into the possession of Employee during his employment, (ii) after returning
the original  data to the Company in useable  format,  Employee will destroy all

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<PAGE>

such  information  stored on computers or disk storage  owned or  controlled  by
Employee;  and (iii) within 30 days of receipt of the Company's written request,
provide the Company with a sworn  affidavit  verifying  that all such  materials
have been returned to the Company or destroyed.

(d) For purposes of this Agreement, the term "Confidential Information" includes
information  disclosed to the Employee or known to the Employee as a consequence
of his  employment  with the Company  (including  information  developed  by the
Employee) concerning the Company's trade secrets,  processes, data, experimental
or  developmental  work, and  inventions  (whether or not reduced to writing and
whether  or  not  patentable  or  protected  by  copyright)  including,  without
limitation, the following:

         (i)  information   concerning  the  Company's   proprietary   software,
including  but  not  limited  to   documentation,   source  code,  object  code,
algorithms, logic, design, procedures,  databases, structure and organization of
any  proprietary   software  and  documentation,   all  prior  versions  of  any
proprietary   software  and  documentation,   new  versions,   enhancements  and
improvements to any proprietary software and documentation;

         (ii)   proprietary   software   products  in  use,   planned  or  under
development,  including  operating system adaptations or enhancements,  language
compilers, interpreters and translators, system design and evaluation tools, and
application programs;

         (iii) research currently in use, planned or under development;

         (iv)   information   relating  to  the   Company's   employees,   their
compensation,  benefits, skills, performance,  and the Company's staffing levels
and objectives;

         (v) actual and anticipated  relationships between the Company and other
companies;  sales levels, profit levels, pricing,  budget, and other unpublished
financial data; marketing techniques, strategies, business projections, business
plans and  strategies,  sales  techniques,  strategies and methods of conducting
business;

         (vi) confidential or proprietary  information from third parties,  like
customers  or  vendors,  subject  to a duty on the  Company's  part to  maintain
confidentiality and use only for certain limited purposes.

         (vii)  The  term  "Confidential   Information"  does  not  include  any
information  that Employee was aware of prior to his  employment by the Company,
information  that is a matter of public  record,  information  contained  in any
document  filed or  submitted  to any  governmental  entity  subject  to  public
disclosure,  any information  that is common  knowledge in any industry in which
the Company does  business,  or any  information  that is known to the Company's
competitors.

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<PAGE>

4.       INVENTIONS OR DISCOVERIES

(a) Employee  acknowledges that if, during his employment,  he creates or makes,
in whole or in part, any inventions,  discoveries,  trade secrets, improvements,
computer programs,  methods,  processes,  databases, or other business knowledge
that is related to the  current or  prospective  business or  activities  of the
Company,  whether or not using any assets of the Company (collectively  referred
to as "Inventions"), such Inventions shall belong to the Company.

(b) Employee agrees that any and all Inventions,  including  without  limitation
all rights in plans, models,  prototypes,  and databases created,  authored,  or
developed by Employee,  either  individually or jointly with others,  during the
term of Employee's  employment,  where such Inventions were created  pursuant to
the  performance  of  Employee's  duties  or  relate  to the  subject  matter of
Employee's employment are the sole and exclusive property of the Company and its
assigns,  and that the Company  and its  assigns  shall be the sole owner of all
patents,  copyrights,  registrations  and other rights in connection  therewith.
Employee  irrevocably assigns to the Company, all his right, title, and interest
in and to any and all  Inventions  and  related  intellectual  property  rights.
Employee's  obligations apply without regard to whether an idea for an Invention
or the solution to a problem occurs to him on the job or elsewhere.  The Company
is not required to  distribute  or market any  Invention,  or to  designate  the
Employee as an author of any  Invention  (except as  required by law),  or other
work of authorship if such Invention is distributed publicly.

(c) During  Employee's  employment  with the Company,  Employee  will create and
retain current written records of all Inventions created, authored, or developed
by Employee,  either  individually  or jointly  with others,  during the term of
Employee's  employment,  where  such  Inventions  are  created  pursuant  to the
performance  of Employee's  duties or relate to the subject matter of Employee's
employment in the form of notes,  sketches,  written  descriptions and drawings,
where applicable, recognizing that all such records are and will remain the sole
property  of the  Company  at all  times.  If the  Company  has no  interest  in
perfecting its rights in the Invention, the Company may, at its sole discretion,
if  requested,  release  Employee  in  writing  from  his  obligations  relating
specifically to that Invention.



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<PAGE>

5.       WORKS OF AUTHORSHIP

Employee   agrees  that  the  Company  will  be  the  copyright   owner  of  all
copyrightable works of every kind and description,  including but not limited to
designs,  software,  firmware,  computer programs,  database,  internal reports,
compilations of data, and publications both printed and electronic (collectively
referred  to as  "Works of  Authorship")  created,  authored,  or  developed  by
Employee,  either  individually  or  jointly  with  others,  during  the term of
Employee's  employment,  where such Works of Authorship are created  pursuant to
the  performance  of  Employee's  duties  or  relate  to the  subject  matter of
Employee's  employment.  Employee agrees that all Works of Authorship created at
the direction of or for the Company,  or which relate in any way to the business
of the Company, are made by the Employee,  solely or jointly with others, within
the scope of his employment and are protectable by copyright are "works made for
hire," as that term is defined in the United States  Copyright Act. If any Works
of  Authorship  do not fall within the  statutory  definition of "works made for
hire," Employee  irrevocably assigns all of his right, title and interest in and
to the  copyright,  and related  intellectual  property  rights in such Works of
Authorship.

6.       POST EMPLOYMENT ACTIVITIES

Employee agrees that, at the time of leaving the employ of the Company, Employee
will  deliver to the Company (and will not keep in his  possession,  recreate or
deliver to anyone else) any and all Inventions,  devices,  records, data, notes,
reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment and other documents or property or copies thereof
developed by Employee  pursuant to his employment  with the Company or otherwise
belonging  to the  Company,  its  successors  and  assigns.  Upon the  Company's
request, Employee agrees to certify the same in writing to the Company.

7.       COOPERATION WITH COMPANY

         Employee  will  promptly  execute,  verify and  deliver  all papers and
documents  necessary to vest in the Company all right, title and interest in and
to the Inventions and Works of Authorship. At the Company's request and expense,
Employee  will  assist the  Company in  applying  for,  perfecting,  evidencing,
maintaining,   protecting  and  enforcing  any  form  of  intellectual  property
protection  accorded  to such  Inventions  and  Works of  Authorship  including,
without  limitation,  giving  evidence and  testimony in support of the Company.
Employee will assign to the Company the  Inventions  and Works of Authorship and
any  patents,  copyrights  and  other  registrations  granted  thereon.  At  the
Company's expense,  Employee agrees to assist the Company in every way proper to
enforce all of the Company's  rights in and to  Inventions,  Works of Authorship
and Confidential Information, both during employment and thereafter. The Company
agrees to compensate  Employee at a reasonable rate (but no less than Employee's
total compensation earned on an average, calculated on an hourly basis, based on
a 40-hour week, at the time of his termination from employment) after separation
from employment for time actually spent by Employee at the Company's  request on
such assistance.

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<PAGE>

8. VIOLATION

Employee  agrees  that a  material  violation  of  his  obligations  under  this
Agreement,  either during  employment or after separation from employment,  will
cause irreparable harm to the Company.  Employee agrees that the Company has the
right to enforce  any of the  obligations  under this  Agreement  through  legal
and/or equitable remedies, including but not limited to obtaining an injunction,
without  bond.  The  assertion  or  existence  of any  material  breach  of this
Agreement, or other obligation by the Company to Employee, will not constitute a
defense to the enforcement of Employee's obligations under this Agreement.

9.  Compensation:  During the Term of this  Agreement (as defined  herein),  the
Company shall pay Employee the following compensation:

(a) Base Salary.  Employee  shall  receive a base salary (the "Base  Salary") of
$180,000.00 per year,  payable in accordance with the Company's ordinary payroll
policies and procedures. The Base Salary may be reviewed periodically thereafter
by the Company and may be increased in the sole  discretion of the Company.  The
Company shall withhold from the Base Salary the  prescribed  federal income tax,
social  security and other items as required by law, for other items  consistent
with the  Company's  policy with respect to health  insurance  and other benefit
plans, and as otherwise authorized by Employee.

(b) Business Expenses. The Company shall directly reimburse Employee for any and
all, reasonable expenses incurred by Employee in connection with the performance
of Employee's  duties  pursuant to this  Agreement  and in  compliance  with the
Company's  policies and  procedures.  Employee  shall provide the Company with a
written  accounting  of such  expenses on a form  acceptable  to the Company and
satisfying  any  applicable  federal  income  tax  reporting  or record  keeping
requirements,  within 30 days  following  the date upon  which the  expense  was
incurred.  Any  reimbursement  requests  which do not  comply  fully  with  this
paragraph may be rejected by the Company without recourse by Employee.

(c) Employee Benefits.  Employee, if eligible,  shall be entitled to participate
in all  available  benefit  programs  that may be  offered  to  other  similarly
situated employees ("Employee  Benefits").  Such benefit programs are subject to
change from time to time.  The Company  agrees to pay the entire premium for any
health care coverage for both Employee and his dependents, if any.

(d) Bonus.  Employee shall receive a one time lump sum starting bonus of $20,000
payable upon the full execution of this  Agreement.  Employee agrees that within
three  months of his receipt of the starting  bonus,  he will  purchase  $20,000
worth of the  Company's  outstanding  common stock in open market  transactions.
Employee may receive from the  Company,  in addition to the Base Salary,  future
bonus  payments as the Board of Directors of the Company may specify in its sole
discretion.

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<PAGE>

(e) Vacation.  Employee  shall be entitled to 4 weeks of paid vacation per year.
Each year will be calculated  using  Employee's  anniversary  date of hire. Such
vacation  shall  accrue in  accordance  with  Company  policy.  Unused,  accrued
vacation  may not be  carried  forward  into  subsequent  years  and,  except as
otherwise  provided  herein,  no payment for accrued  vacation will be made upon
termination of employment.

(f) Stock Options.  Effective upon approval by the Company's Board of Directors,
the Company shall grant to Employee, incentive options, pursuant to the terms of
the  Company's  stock  option plan and  standard  incentive  stock  option award
agreement,  for the purchase of 250,000 shares of the Company's  common stock at
an exercise  price  equal to the fair  market  value of the stock on the date of
grant.  Options to purchase  62,500 of the shares shall be fully vested upon the
date of  grant,  with  the  remaining  options  vesting  in three  equal  annual
installments  of 62,500 shares each on the first,  second and third  anniversary
date of the grant.

(g) Relocation Expenses.  The Company agrees to reimburse Employee for a limited
amount of properly documented and reasonable relocation expenses for Employee to
relocate his residence to the Austin,  Texas  metropolitan  area. If the Company
requires Employee to relocate outside of the Austin,  Texas  metropolitan  area,
the  Company  agrees to  reimburse  Employee  for a limited  amount of  properly
documented  and  reasonable  relocation  expenses.  The amount of expenses to be
reimbursed for any relocation must be pre-approved by the Board of Directors.

(h) Other Expenses.  The Company agrees to reimburse Employee for the reasonable
rent cost associated with temporary living  accommodations in the Austin,  Texas
metropolitan  area up to a maximum of  $2,000.00  per month.  In  addition,  the
Company agrees to reimburse  Employee for reasonable travel expenses to and from
Dallas,  Texas,  including weekly round trip air fair, taxi fair, and parking up
to a maximum of $800.00 per month. These additional  expenses will be reimbursed
by the Company until the earlier of (i)  Employee's  relocation of his principal
residence to the Austin,  Texas  metropolitan  area;  or (ii)  November 1, 2002.
Employee shall provide the Company with a written accounting of such expenses on
a form  acceptable to the Company and satisfying  any applicable  federal income
tax reporting or record keeping requirements,  within 30 days following the date
upon which the expense was incurred.  Any  reimbursement  requests  which do not
comply fully with this paragraph may be rejected by the Company without recourse
by Employee.

10.      TERM AND TERMINATION

(a) Unless otherwise  terminated  pursuant to the terms of Section 10(b) of this
Agreement,  this Agreement  shall commence on November 14, 2001 and shall expire
on  November  13,  2003  (the  "Term").   Notwithstanding  the  foregoing,   the
obligations  of  Employee  under  Sections 2 through 8 of this  Agreement  shall
survive the expiration of the Term.

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<PAGE>

(b)      Employee's employment may be terminated as follows:

         (i) The Company may  terminate  Employee's  employment  at any time for
"Cause."  For  purposes  of this  Agreement,  "Cause"  to  terminate  Employee's
employment  may  consist  of any  of  the  following:  (a)  Employee's  personal
misconduct of such a nature as to render his continued  employment  likely to be
detrimental to the Company;  (b) Employee's failure or refusal to satisfactorily
perform his duties and  responsibilities;  (c)  dishonesty  that  relates to the
performance of Employee's  duties for the Company;  (d) breach of fiduciary duty
to the Company;  (e)  conviction  of a felony or crime of moral  turpitude;  (f)
violence or threats of violence to Company personnel or on Company premises; (g)
misappropriation  of Company funds or property;  (h)  Employee's  death;  or (i)
unauthorized  use or  disclosure of the Company's  Confidential  Information  or
material violation of the covenants and agreements  contained in this Agreement.
If the Company  terminates  Employee's  employment for Cause,  Employee shall be
entitled to receive any unpaid Base Salary,  bonus and Employee  Benefits earned
pro rata to the  effective  date of  termination  but shall not be  entitled  to
receive  any  amounts  otherwise  required  to be paid by the  Company on a date
following such termination  under any bonus,  incentive or other plan adopted by
the Company.

         (ii)  The  Company  may  terminate  Employee's  employment  at any time
without  Cause by  providing  the employee  with 15 days  written  notice of its
intent to terminate  Employee  without  Cause.  The Company may elect to relieve
Employee of  Employee's  duties  under this  Agreement  during the 15 day period
following notice of termination. If the Company terminates Employee's employment
without  Cause,  Employee  shall  be  entitled  to  receive  as full  and  final
satisfaction  of any and all claims under this Agreement any unpaid Base Salary,
bonus  and  Employee   Benefits  earned  pro  rata  to  the  effective  date  of
termination.  In  addition,  if Employee  agrees to execute a release  agreement
releasing  the Company  from any and all claims,  Employee  shall be entitled to
receive (a) continuation of his Base Salary for a period of six (6) months;  (b)
reimbursement  of up to six (6) months  COBRA  premiums  should  Employee  elect
continuation of coverage under COBRA; and (c) immediate  vesting of any unvested
options that would have vested if Employee  had  continued to be employed by the
Company  through  the  earlier  date of:  (x) six (6)  months  after  Employee's
termination,  or (y) the annual  anniversary  date of  Employee's  option  grant
occurring after Employee's termination (the "Severance Package"). Receipt of the
Severance  Package is contingent upon Employee's  compliance with his continuing
obligations to the Company under Sections 2, 3, 6, 7, and 8 of this Agreement.

         (iii) If Employee  becomes  physically  or mentally  disabled,  whether
totally or  partially,  as  evidenced  by the written  statement  of a competent
physician  licensed  to  practice  medicine  in the United  States,  so that the
Employee is unable to perform the essential functions of his job with reasonable
accommodation  for a period of twelve  consecutive  weeks,  or (ii) for  shorter
periods aggregating twelve weeks during any period of twelve consecutive months,
the Company may at any time after the last day of the twelve  consecutive  weeks
of disability,  or the day on which the shorter  periods of disability  equal an
aggregate  of  twelve  weeks  within  a period  of  twelve  consecutive  months,

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<PAGE>

terminate  Employee's  employment  hereunder.  If such right is  exercised,  the
Company's  obligation to Employee shall be the Severance Package as set forth in
Section  10(b)(ii)  hereinabove.  In the event Employee  qualifies for any short
term or long term  disability  benefits,  Employee  recognizes  that the Company
shall be  entitled  to an  offset  for any  such  disability  payments  Employee
receives  by a like  dollar  for  dollar  reduction  in the  payments  under the
Severance Package.

         (iv) If Employee is terminated without Cause or resigns for Good Reason
(as defined  herein)  within one year  following a Change of Control (as defined
herein),  and  Employee  agrees to  execute a release  agreement  releasing  the
Company  from any and all  claims,  Employee  shall be  entitled  to receive (a)
continuation  of his Base  Salary  for a  period  of  twelve  (12)  months;  (b)
reimbursement  of up to twelve (12) months COBRA premiums  should Employee elect
continuation of coverage under COBRA; and (c) immediate  vesting of any unvested
options (the "Enhanced  Severance  Package").  Receipt of the Enhanced Severance
Package is contingent upon Employee's compliance with his continuing obligations
to the  Company  under  Sections  2, 3, 6, 7 and 8 of this  Agreement.  Under no
circumstances  shall Employee be entitled to received both the Severance Package
and the Enhanced Severance Package. For purposes of this Agreement, a "Change of
Control" shall be deemed to exist when any of the following occurs: (1) a merger
or consolidation in which the Company is not the surviving  entity;  (2) a sale,
transfer  or other  disposition  of all or  substantially  all of the  Company's
assets; (3) a reverse merger in which the Company is the surviving entity but in
which the Company's outstanding voting securities are transferred in whole or in
part to a person or persons  different from the persons holding those securities
immediately  prior to the merger;  or (4) a liquidation  or  dissolution  of the
Company.  A  transaction  shall not  constitute  a Change of Control if its sole
purpose is to change  the state of the  Company's  incorporation  or to create a
holding company that will be owned in substantially  the same proportions by the
persons or entities who held the Company's  securities  immediately  before such
transaction.  For purposes of this Agreement, "Good Reason" shall be limited to:
(1) a breach by the Company of a material term of this  Agreement,  which breach
remains uncured for a period of 30 days after written notice of such breach from
the Employee to the Company  (such notice to specify the specific  nature of the
claimed  breach and the manner in which the Employee  requires such breach to be
cured);  or (2) the  Company's  failure to rectify  within 30 days after written
notice of Employee's intent to resign pursuant to this provision, a material and
detrimental  reduction in Employee's  responsibilities and authority that occurs
without a legitimate good faith business reason.

         (v) Employee  shall be entitled to terminate his employment at any time
and for any reason by providing the Company with a written notice of resignation
at least 4 weeks prior to his intended  resignation  date.  If Employee  resigns
pursuant to this provision by giving the Company at least 4 weeks written notice
of his intent to resign, Employee shall be entitled to receive as full and final
satisfaction  of any and all claims  under this  Agreement  (a) any unpaid  Base
Salary,  bonus and Employee  Benefits  earned pro rata to the effective  date of
termination and (b) payment for any accrued,  unused vacation benefits as of the
effective date of termination.

                                       10
<PAGE>

11.  Successors  and Assigns:  This Agreement may be assigned by the Company but
not by Employee.

12. ARBITRATION:  With the exception of claims by the Company or by Employee for
injunctive  and/or other  equitable  relief,  Employee and the Company  mutually
consent  to the  resolution  by  arbitration  of any and all legal or  equitable
claims or disputes  between them,  including but not limited to, claims  arising
out of or in connection with Employee's employment,  separation from employment,
or this Agreement. The Company and Employee mutually agree that such arbitration
shall be in accordance with the then-current Employment Dispute Resolution Rules
of the American Arbitration  Association (the "AAA") before an arbitrator who is
licensed to practice  law. One  arbitrator  shall be used and shall be chosen by
mutual  agreement of the parties.  The arbitrator shall issue a written decision
and award  stating the reasons  therefor.  The decision and award shall be final
and binding on both parties, their heirs, executors, administrators, successors,
and  assigns.  The  arbitration  filing  fee and the costs and  expenses  of the
arbitrator  shall be borne  evenly by the  parties.  It is the  intention of the
parties that this Agreement shall be enforceable  under the Federal  Arbitration
Act, the Texas General  Arbitration Act, and at common law. The prevailing party
in arbitration may, at the arbitrator's sole discretion,  be awarded  attorney's
fees, the arbitration filing fee and the costs and expenses of the arbitrator.

13.  Rules  of   Construction:   The  following   provisions  shall  govern  the
interpretation and enforcement of this Agreement:

(a) Entire Agreement:  This Agreement contains the entire understanding  between
the parties hereto concerning the subject matter contained herein and supersedes
any prior written or oral  agreements  between the parties.  This Agreement does
not supersede the Company's rights under any agreement  between Employee and the
Company that (i) protects the Company's proprietary  information or intellectual
property,  or (ii)  prohibits  Employee  from  competing  with  the  Company  or
soliciting  the Company's  customers,  suppliers or  employees;  rather all such
rights of the  Company  under any such  agreements  shall be in  addition to the
rights granted herein.

(b)  Severability:  If any provision of this Agreement is held by final judgment
of a court of competent  jurisdiction to be invalid,  illegal or  unenforceable,
such  invalid,  illegal or  unenforceable  provision  shall be severed  from the
remainder  of this  Agreement,  and the  remainder  of this  Agreement  shall be
enforced. In addition, the invalid,  illegal or unenforceable provision shall be
deemed to be automatically modified, and, as so modified, to be included in this
Agreement,  such  modification  being made to the minimum  extent  necessary  to
render  the  provision  valid,  legal  and  enforceable.   Notwithstanding   the
foregoing,  however,  if the severed or  modified  provision  concerns  all or a
portion of the essential  consideration  to be delivered under this Agreement by

                                       11
<PAGE>

one party to the other, the remaining provisions of this Agreement shall also be
modified to the extent  necessary  to  equitably  adjust the parties  respective
rights and obligations hereunder.

(c) Waiver:  Failure of either party to enforce any provision of this  Agreement
shall not  constitute  a waiver of that  particular  provision,  or of any other
provisions, of this Agreement.

(d)  Choice  of  Law/Venue:   The  laws  of  Texas  will  govern  the  validity,
interpretation  and effect of this Agreement and any other dispute  relating to,
or arising  out of this  Agreement.  This  Agreement  is  performable  in Travis
County, Texas.

(e) Counterparts:  This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original for all purposes.

14.  notices:  Any and all written  notices  required to be delivered  under the
terms of this Agreement  shall be forwarded by personal  delivery,  facsimile or
certified U.S. mail. Notices shall be deemed to be communicated and effective on
the day of receipt. Such notices shall be addressed to each party as follows:

         If to Employee, to:                   If to the Company, to:

         Jim Livingston                        USOL Holdings, Inc.
         10300 Metric Boulevard                10300 Metric Boulevard
         Austin, Texas 78758                   Austin, Texas 78758
                                               Attn: Board of Directors

Any party may change its or his address for the purpose of receiving notices and
other  communications as provided in this Agreement by a written notice given in
the manner described above to the other parties.



EXECUTED on this __ day of November, 2001.


EMPLOYEE:                                   THE COMPANY

James W. Livingston                         USOL Holdings, Inc.
                                            An Oregon Corporation


                                            By:
---------------------------------------        ---------------------------------
James W. Livingston                         Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------




                                       12
<PAGE>


                                   MEMORANDUM


         To:               The Board of Directors of USOL Holdings, Inc.

         From:             James W. Livingston

         Re:               Resignation of Board Positions



         This notice  constitutes my resignation from any and all positions that
I hold on the Board of  Directors  of USOL  Holdings,  Inc.  and any and all its
subsidiaries to be effective immediately upon my separation from employment.



                                           ---------------------------
                                           James W. Livingston