EXHIBIT 10.2
                                                                    ------------

                     EMPLOYMENT AND NONCOMPETITION AGREEMENT
                     ---------------------------------------
                               (Donald E. Barlow)

         THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT  ("Agreement")  is entered
into to be effective July 21, 1999  ("Effective  Date"),  between USOL HOLDINGS,
INC., a Delaware corporation (the "Company"), and Donald E. Barlow ("Employee").

         WHEREAS,  the Company has requested  Employee to serve as, and Employee
has agreed to serve as, the President and Chief Operating Officer ("COO") of the
Company;

         WHEREAS, the Company and Employee intend that Employee shall also serve
as COO of USOL,  Inc., a Delaware  corporation and a wholly owned  subsidiary of
the Company ("USOL");

         WHEREAS,  the  Employee  and the Company have entered into that certain
Indemnification  Agreement  dated July 21,  1999 by and among  Employee,  Robert
Solomon, USOL and U.S. OnLine Communications,  Inc., a Delaware corporation (the
"Indemnification  Agreement") in partial consideration of Company"s agreement to
employ the Employee as provided herein;

         WHEREAS,  the Company and Employee  desire to enter into this Agreement
to formally  set forth the terms and  conditions  under which  Employee  will be
employed by the Company.

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations   and   warranties   contained   herein   and   other   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Employee agree as follows:

1.       Duties and Responsibilities.
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         a. Position.  The Company and Employee agree that, subject to the terms
and conditions of this Agreement,  the Company will employ Employee and Employee
will serve as an employee and as the  Company"s  President  and COO. In the sole
discretion of the Board of  Directors,  Employee may be elected to the board of,
and/or be appointed as an executive  officer of,  affiliates and subsidiaries of
the  Company,  without  the  necessity  for  an  amendment,  modification  to or
additional compensation under this Agreement. The Company shall also endeavor to
cause Employee to be appointed to serve as the COO of USOL,  with similar duties
to those performed as COO of the Company.

         b.  Duties. Employee shall perform the following duties, and shall have
the following authority, and such other duties and authority as may from time to
time  be  assigned  to him by the  Board  of  Directors  of the  Company  in its
reasonable discretion.

                  i.    Corporate  Development.  Employee  will  be  responsible
for assisting  the  Chief  Executive Officer ("CEO") and Chief Financial Officer
("CFO") with acquisition and merger  opportunities consistent with the Company's
business plan.

                  ii.   Developing the Company"s  Infrastructure.  Employee will
be responsible for assisting the CEO and CFO in streamlining  and  strengthening
the Company"s systems and procedures,  including systems and  procedures for the
processing  of  information,  completing  organizational charts and job descrip-
tions, and human resource procedures.

                  iii.  Finance.  Employee will be responsible for assisting the
CEO  and CFO in  identifying  and procuring sources of capital and credit.

                  iv.   Development of General Managers.  Employee will be  res-
ponsible for assisting the CEO and other  Company  officers/managers  in hiring,
managing, training and developing General Managers for the Company"s affiliates,
markets or divisions.

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                  v.  Sales/Marketing.  Employee  will be  responsible  for: (a)
assisting the Vice President of Sales in meeting sales quotas; (b) assisting the
CEO and Vice  President  of Sales in drafting  and  implementing  strategy;  (c)
drafting and implementing  budgets;  (d) assisting in locating and executing key
strategic  alliances and ventures for the Company"s  products and services;  and
(e) assisting the Vice  President of Sales with  development of new products and
services for the Company"s customers.

                  vi. Customer Service Bureau.  Employee will be responsible for
assisting  the CEO, CFO,  Manager of Operations  and the Manager of the Customer
Service  Bureau  ("CSB") in  continuing to improve CSB  operations  and with the
development of CTM, billing platforms,  training  programs,  and overall systems
and procedures.

         c.       Extent of Services.
                  ------------------

                  i. Except as provided in this Agreement or otherwise permitted
by the Board of Directors of the Company,  Employee  shall devote his full time,
attention and energies to the business of the Company and to the  performance of
his duties as described  above.  Employee will use his full time,  attention and
energies to promote the interests and welfare of the Company.

                  ii. Employee may participate in other  businesses as a passive
investor,  provided that  Employee  shall not,  without the prior  approval of a
majority of the Board of Directors of the Company  (other than Employee if he is
serving as a director):  (a) actively participate in the operation or management
of such  businesses;  or (b) make or maintain any  investment in any entity with
which the Company has a commercial  relationship of any kind,  including that of
lessor, partner, investor,  vendor, supplier,  consultant or otherwise, or which
is in  competition  with the  Company.  The  following  exceptions  apply to the
restrictions on Employee"s  activities in the preceding  sentence:  (1) Employee
may invest in the  securities of any publicly  traded  companies so long as such
investments  do not  constitute  more than five percent (5%) of the  outstanding
voting  securities of any such company,  (2) Employee may continue to serve as a
principal,  broker and/or  officer of real estate  development  companies in the
State of Texas, as long as such activities do not interfere with the performance
of his  duties  under  this  Agreement  and (3)  Employee  may  continue  to own
interests in and participate in the management of the entities which do business
with the Company under any related party  agreements  described on Schedule 1 to
this Agreement,  as long as any material amendments to such agreements,  and any
new agreements  with such  entities,  are approved by a majority of the Board of
Directors of the Company (other than Employee if he is serving as s director).

2.       Term of Employment.
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         a.  Definitions. For the purposes of this Agreement the following terms
shall have the following meanings:

                  i.  "Termination  For Cause" shall mean termination by Company
of Employee's  employment with Company because of (A) Employee's material breach
of this  Agreement,  and such breach is not cured within  thirty (30) days after
written notice of such breach from Company to Employee;  (B) a consistent course
of Employee's  conduct which would tend to hold Company or any of its affiliates
in disrepute or scandal, as determined by Company in its reasonable  discretion;
(C) failure to follow lawful  directions in  conformity  with this  Agreement of
Company's  Board of  Directors  or its  designee;  and such failure is not cured
within  thirty (30) days after  written  notice of such  failure from Company to
Employee; (D) any material breach by Employee of his fiduciary duties to Company
or USOL; (E) gross neglect by Employee of his duties under this Agreement or any
act of theft or dishonesty by Employee;  (F) Employee's  disability  pursuant to
Section 2.e of this Agreement;  or (G) Employee's  death pursuant to Section 2.f
of this Agreement.

                  ii.  "Termination Other Than For Cause""shall mean termination
by Company of Employee"s  employment  with Company  (other than in a Termination
for Cause) and shall include constructive  termination of Employee"s  employment
resulting from material  breach of this Agreement by Company;  such  termination
shall only be  effective  if Company  has  failed to cure such  material  breach
within  thirty  (30) days after  written  notice  from  Employee to Company of a
material breach.

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                  iii.   "Voluntary   Termination"  shall  mean  termination  by
Employee  of  Employee"s  employment  by  Company  other  than (a)  constructive
termination as described in Section 2.a.ii,  (b)  "Termination  Upon a Change in
Control," and (c)  termination  by reason of  Employee"s  death or disability as
described in Sections 2.e and 2.f.

                  iv.  "Termination  Upon a  Change  in  Control"  shall  mean a
termination  by Employee of Employee"s  employment  with Company within 120 days
following a "Change in Control."

                  v.  "Change in Control"  shall mean (A) the time that  Company
first  determines  that any person and all other persons who  constitute a group
(within the meaning of Section  13(d)(3) of the Securities  Exchange Act of 1934
("Exchange Act")) have acquired direct or indirect beneficial  ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of forty percent (40%) or more
of  Company"s  or  USOL's  outstanding  securities,  or  (B) a  sale  of  all or
substantially all of the assets of the Company or USOL. Employee understands the
Company  intends  to  merge  with  FirstLink  Communications,  Inc.,  an  Oregon
corporation on or about August 31, 1999 (the  "Merger").  Neither the Merger nor
any  financial  transaction  carried  out in  connection  with the Merger  shall
constitute a Change In Control.

         b. Initial Term. The term of employment of Employee by Company shall be
for a period of five (5)  years  beginning  with the  Effective  Date  ("Initial
Term"),  unless  terminated  earlier  pursuant to this Section 2. If  Employee"s
employment by the Company  continues after the expiration of the Initial Term of
this   Agreement,   the  Agreement   shall   continue  to  govern  the  parties"
relationship,  except that Employee"s employment may thereafter be terminated by
either  party at any time for any or no reason upon sixty (60) days prior notice
to the other party.

         c.  Termination  For Cause.  Termination  For Cause may be  effected by
Company at any time during the term of this Agreement after the occurrence of an
event which constitutes a Termination For Cause and shall be effected by written
notification to Employee.  Upon a Termination For Cause, Employee shall promptly
be paid all accrued  salary,  bonus  compensation  to the extent earned,  vested
deferred  compensation  (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable  plan),  any benefits under
any plans of the Company in which  Employee is a participant  to the full extent
of Employee"s rights under such plans,  accrued vacation pay and any appropriate
business  expenses incurred by Employee in connection with his duties hereunder,
all to the  date of  termination,  but  Employee  shall  not be paid  any  other
compensation  or  reimbursement  of  any  kind,  including  without  limitation,
severance compensation.  If at the time of a Termination For Cause Employee owes
any amounts to Company, such amounts shall be offset against the amounts payable
to Employee under the preceding sentence.

         d. Termination Other Than For Cause.  Notwithstanding  anything else in
this  Agreement,  Company may effect a  Termination  Other Than For Cause at any
time  upon  giving  written  notice  to  Employee  of such  termination.  Upon a
Termination  Other Than For Cause,  Employee  shall promptly be paid all accrued
salary,  bonus compensation to the extent earned,  vested deferred  compensation
(other than pension plan or profit  sharing plan benefits  which will be paid in
accordance  with the  applicable  plan),  any  benefits  under  any plans of the
Company in which  Employee is a  participant  to the full  extent of  Employee"s
rights under such plans (including  accelerated vesting of any awards granted to
Employee  under any of the Company"s  stock option plans and stock award plans),
accrued vacation pay and any appropriate  business expenses incurred by Employee
in connection with his duties hereunder, all to the date of termination, and all
severance  compensation  provided in Section 4.a, but no other  compensation  or
reimbursement of any kind. If at the time of a Termination  Other Than For Cause
Employee owes any amounts to Company,  such amounts shall be offset  against the
amounts payable to Employee under the preceding sentence.

         e.  Termination  by Reason of  Disability.  If, during the term of this
Agreement,  Employee,  in the  reasonable  judgment of the Board of Directors of
Company,  has failed to perform his duties  under this  Agreement  on account of
illness  or  physical  or mental  incapacity,  and such  illness  or  incapacity

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continues for a period of more than four (4) consecutive  months,  Company shall
(to the  extent  permitted  by  applicable  law)  have the  right  to  terminate
Employee"s  employment hereunder by written notification to Employee and payment
to Employee of all accrued  salary,  bonus  compensation  to the extent  earned,
vested  deferred  compensation  (other than pension plan or profit  sharing plan
benefits  which  will be paid in  accordance  with  the  applicable  plan),  any
benefits  under any plans of the Company in which  Employee is a participant  to
the full extent of Employee"s rights under such plans,  accrued vacation pay and
any appropriate  business  expenses  incurred by Employee in connection with his
duties hereunder, all to the date of termination,  with the exception of medical
and  dental  benefits  which  shall  continue  through  the  expiration  of this
Agreement,   but  Employee  shall  not  be  paid  any  other   compensation   or
reimbursement of any kind, including without limitation, severance compensation.
If at the time of a  Termination  By  Reason  of  Disability  Employee  owes any
amounts to Company,  such amounts shall be offset against the amounts payable to
Employee under the preceding sentence.

         f.  Death.  In the event of  Employee"s  death  during the term of this
Agreement,  Employee"s  employment  shall be deemed to have terminated as of the
last day of the month during which his death occurs and Company  shall  promptly
pay to his  estate  or such  beneficiaries  as  Employee  may from  time to time
designate all accrued salary,  bonus  compensation to the extent earned,  vested
deferred  compensation  (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable  plan),  any benefits under
any plans of the Company in which  Employee is a participant  to the full extent
of Employee"s rights under such plans,  accrued vacation pay and any appropriate
business  expenses incurred by Employee in connection with his duties hereunder,
all to the date of  termination,  but  Employee"s  estate  shall not be paid any
other compensation or reimbursement of any kind,  including without  limitation,
severance  compensation.  If at the time of Employee"s  Death  Employee owes any
amounts to Company,  such amounts shall be offset against the amounts payable to
Employee under the preceding sentence.

         g.  Voluntary  Termination.  In the event of a  Voluntary  Termination,
Company shall promptly pay all accrued salary,  bonus compensation to the extent
earned,  vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance  with the applicable  plan),  any
benefits  under any plans of the Company in which  Employee is a participant  to
the full extent of Employee"s rights under such plans,  accrued vacation pay and
any appropriate  business  expenses  incurred by Employee in connection with his
duties hereunder,  all to the date of termination,  but no other compensation or
reimbursement of any kind, including without limitation, severance compensation.
If at the time of a Voluntary  Termination Employee owes any amounts to Company,
such amounts shall be offset  against the amounts  payable to Employee under the
preceding sentence.

         h. Termination Upon a Change in Control.  In the event of a Termination
Upon a Change in Control, Employee shall immediately be paid all accrued salary,
bonus  compensation to the extent earned,  vested deferred  compensation  (other
than  pension  plan  or  profit  sharing  plan  benefits  which  will be paid in
accordance  with the  applicable  plan),  any  benefits  under  any plans of the
Company in which  Employee is a  participant  to the full  extent of  Employee"s
rights under such plans (including  accelerated vesting of any awards granted to
Employee  under any of the Company"s  stock option plans and stock award plans),
accrued vacation pay and any appropriate  business expenses incurred by Employee
in connection with his duties hereunder, all to the date of termination, and all
severance  compensation  provided in Section 4.a, but no other  compensation  or
reimbursement  of any  kind.  If at the time of a  Termination  Upon A Change In
Control  Employee  owes any amounts to  Company,  such  amounts  shall be offset
against  the  amounts   payable  to  Employee  under  the  preceding   sentence.
Notwithstanding the foregoing,  a Termination Upon A Change In Control shall not
be deemed to have occurred upon the closing of the Merger,  nor upon the closing
of any financial  transaction  connected with or related to the Merger, nor upon
the  exercise  of any  warrants  or  options  granted  to  parties  prior  to or
contemporaneously with the Merger or any transactions preceding the Merger.

         i. Notice of Termination.  Other than a Termination For Cause,  Company
may effect a termination of Employee's  employment pursuant to the provisions of
this Section 2 upon giving  thirty (30) days written  notice to Employee of such
termination.  Company may effect a Termination For Cause immediately without any
prior  notice  other  than the notice and cure  period  for  material  breaches.
Employee  may effect a  termination  of  Employee's  employment  pursuant to the
provisions  of this  Section 2 upon giving  thirty (30) days  written  notice to
Company of such termination.


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3.       Salary, Benefits and Bonus Compensation.  As compensation  for services
to be rendered by Employee under this  Agreement,  the Company shall  compensate
Employee as follows:

         a. Base Salary.  As payment for the services to be rendered by Employee
as provided in Section 1 and subject to the terms and  conditions  of Section 2,
Company  agrees to pay to Employee a "Base  Salary" for the twelve (12) calendar
months beginning the Effective Date at the rate of $150,000 per annum,  prorated
for  any  partial  year.  The  Company  shall  pay  Employee"s  Base  Salary  in
installments  in  accordance  with  the  Company"s   payroll  policy  for  other
employees.  Employee"s  Base Salary  shall be reviewed  annually by the Board of
Directors.

         b.  Bonuses.  Employee  will be eligible  for an annual  bonus of up to
fifty  percent  (50%) of his then current base salary,  subject to his continued
employment  with the Company during the entire  calendar year to which the bonus
applies.  The  amount of  Employee"s  bonus will be  determined  by the Board of
Directors,  based upon the Company"s  performance each year, and will be tied to
both qualitative and quantitative performance standards to be established by the
Board of Directors at the beginning of the calendar year. The Board of Directors
will provide written performance standards to Employee each year during the term
of this Agreement,  not later than January 30 of the applicable year. Employee"s
1999 bonus will be based on factors to be established by the Board of Directors.

         c. Additional  Benefits.  During the term of this  Agreement,  Employee
shall be entitled to the following fringe benefits:

                  i.   Employee   Benefits.   Employee   shall  be  eligible  to
participate in such of Company"s benefits and deferred compensation plans as are
now generally  available or later made generally available to executive officers
of the Company,  including,  without  limitation,  Company"s stock option plans,
profit sharing plans,  annual physical  examinations,  dental and medical plans,
personal catastrophe and disability  insurance,  financial planning,  retirement
plans and supplementary executive retirement plans, if any.

                  ii.  Vacation.  Employee shall be entitled  to three (3) weeks
of  vacation  during  each  year  during  the  term  of this  Agreement  and any
extensions thereof, prorated for partial years.

                  iii. Reimbursement  for  Expenses.  During  the  term  of this
Agreement,   Company  shall  reimburse  Employee  for  reasonable  and  properly
documented  out-of-pocket  business and/or  entertainment  expenses  incurred by
Employee in connection with his duties under this Agreement.

         d.  Merger.  Employee hereby consents to the assignment  (or any deemed
assignment if applicable) of this  Agreement to FirstLink  Communications,  Inc.
upon the closing of the Merger.

4.       Severance Compensation.
         --------- ------------

         a. Severance  Compensation in the Event of a Termination  Upon a Change
in Control or in the Event of a Termination  Other Than for Cause.  In the event
Employee"s employment is terminated in a Termination Upon a Change in Control or
in a  Termination  Other Than For  Cause,  Employee  shall be paid as  severance
compensation  his  Base  Salary  (at  the  rate  payable  at the  time  of  such
termination),  for a  period  of  eighteen  (18)  months  from  the date of such
termination.  Employee  is under no  obligation  to  mitigate  the  amount  owed
Employee  pursuant to this Section 4.a by seeking other employment or otherwise.
Notwithstanding  anything in this Section 4.a to the  contrary,  Employee may in
Employee"s  sole  discretion,  by delivery of a notice to Company  within thirty
(30) days  following  a  Termination  Upon a Change in Control or a  Termination
Other Than For  Cause,  elect to receive  severance  compensation  as a lump sum
severance payment by bank cashier's check equal to the present value of the flow
of cash  payments  that would  otherwise  be paid to  Employee  pursuant to this
Section  4.a  discounted  at a rate of 8% per  annum.  In the  event  Employee"s
employment  is  terminated  in a  Termination  Upon a Change in  Control or in a
Termination  Other  Than  For  Cause,  Employee  shall  also be  entitled  to an
accelerated  vesting of any awards granted to Employee under the Company"s stock
option  plans and any other  equity  rights or  participation  plans under which
Employee is a participant;  such  accelerated  vesting shall occur regardless of


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the terms and conditions contained in any such plans. Employee shall continue to
accrue  retirement  benefits  (if any) and shall  continue to enjoy any benefits
under any plans of the Company in which  Employee is a  participant  to the full
extent of Employee"s rights under such plans, including any perquisites provided
under this Agreement,  though the lesser of the remaining term of this Agreement
or  eighteen  (18) months from the date of  termination  under this  subsection;
provided,  however,  that the  benefits  under any such plans of the  Company in
which Employee is a  participant,  including any such  perquisites,  shall cease
upon re-employment by a new employer.

         b.  No Severance Compensation Upon Other Termination. In the event of a
Voluntary Termination or Termination For Cause, Employee or his estate shall not
be paid any severance compensation.

         c.  Limit  on  Aggregate   Compensation   Upon  a  Change  in  Control.
Notwithstanding  anything  else in this  Agreement,  solely  in the  event  of a
Termination  Upon a Change in Control  pursuant  to Section  2.h,  the amount of
severance compensation paid to Employee under Sections 2 and 4 or otherwise, but
exclusive  of any  payments  to  Employee  in  respect  of any stock  options or
warrants  then held by Employee  (or any  compensation  deemed to be received by
Employee in connection with the exercise of any stock options or warrants at any
time) or by virtue of  Employee"s  exercise  of a limited  right under any stock
option plan upon a Change in Control,  shall not include any amount that Company
is  prohibited  from  deducting  for  federal  income tax  purposes by virtue of
Section 280G of the Internal Revenue Code or any successor provision.

5.  Indemnification.  The Company  shall  defend,  indemnify  and hold  Employee
harmless from any and all  liabilities,  obligations,  claims or expenses  which
arise in  connection  with or as a result of  Employee"s  service as an officer,
manager,  director or employee of the Company to the fullest  extent  allowed by
the Company"s organizational documents;  provided, that the Company shall not be
obligated to defend,  indemnify or hold Employee  harmless from any liabilities,
obligations,  claims or  expenses  which  result from or are related to Employee
having  committed an act of  dishonesty,  obtained any benefit of money or other
property  to which he was not  entitled,  engaged in any willful  misconduct  or
engaged in behavior that is grossly negligent.

6.       Noncompetition and Confidentiality.
         -------------- --- ---------------

         a.  Fiduciary Obligations.  During his employment  hereunder,  Employee
shall comply with his fiduciary  obligations as an officer and, if elected, as a
member of the Board of Directors of the Company.

         b. Noncompete and Nonsolicitation.  During his employment hereunder and
for a period of twelve (12) months  following the termination or other cessation
of his employment  hereunder,  Employee shall not, directly or indirectly,  as a
director, officer, employee, owner, partner, agent, consultant, lessor, creditor
or  otherwise,  for any person,  firm or entity,  in any of the  counties of the
states of the United States, engage in any of the following activities:

                  i.    solicit or attempt to persuade any person or entity that
was a customer of the Company or any affiliate of the Company during  Employee"s
employment  hereunder  to  terminate  or rescind  its  business  or  contractual
relationship with the Company or any affiliate of the Company;

                  ii.  solicit for employment any employee of the Company or any
affiliate  of the Company or attempt to persuade or entice any such  employee to
terminate  his or her  employment  with  the  Company  or any  affiliate  of the
Company; or

                  iii.  engage  or  participate  in  the  business  of  selling,
installing  or servicing  telecommunications  or cable or  broadcast  television
products,  services  or  software,  or in any other  business  engaged in by the
Company or any affiliate of the Company at any time during Employee"s employment
hereunder.

The restrictions contained in this Section 6.b shall not apply in the event of a
Termination  Other Than For Cause or if the  Company  materially  breaches  this
Agreement  and fails to cure  such  breach  within  thirty  (30) days  following
receipt of written notice of such breach.

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<PAGE>


         c. Confidentiality. Employee shall not, during his employment hereunder
or at any time  thereafter,  use for his own  purposes  or disclose to any other
person or entity any "Confidential  Information"  (defined below) concerning the
Company,  its affiliates or any of their business  operations,  except as may be
consistent  with his duties  hereunder or as may be required by order of a court
of competent  jurisdiction.  "Confidential  Information"  means any information,
formula,  pattern,  compilation,  program, device, method,  technique,  customer
list, or process  concerning the Company or its business or customers:  (i) that
derives  independent  economic  value,  actual  or  potential,  from  not  being
generally  known to, and not being  readily  ascertainable  by proper  means by,
other persons who can obtain  economic value from its disclosure or use; or (ii)
the disclosure of which would be harmful to the interests of the Company.

         d. Proprietary Rights. Employee hereby assigns and transfers to Company
all of his  proprietary  interest  in any  device,  design,  machine,  practice,
process,  method,  product,  literary  composition,  algorithm,  or development,
innovation or improvement to existing  Confidential  Information  (collectively,
the  "Works")  that is  developed,  conceived  or created,  in whole or in part,
during the term of this  Agreement  regardless of whether the Work is developed,
created or conceived while at Company  facilities or another  location or during
or after normal business hours; provided, however, that for the purposes of this
Agreement,  Works shall only be deemed to include any of the foregoing  that (i)
in any way relate to the present or anticipated business, activities or research
and development work of the Company, (ii) result from or are related to any work
performed  for the  Company,  or (iii)  were  developed,  created  or  conceived
utilizing  the  Company"s  time,  equipment,  supplies,  facilities,  materials,
software,  resources or other Confidential  Information.  Any Work that involves
the  creation of any  copyrightable  work shall be  considered  a "work made for
hire," to the maximum extent permitted by law. If any copyrightable  work is not
considered  a "work made for hire,"  Employee,  without  further  consideration,
hereby  assigns and  transfers all  copyrights in the Work to Company.  Employee
recognizes  that all  Works  shall be the  exclusive  property  of the  Company.
Employee  agrees to assist the Company in obtaining  any patents,  copyrights or
other form of proprietary  rights  protection on any Work, to sign all documents
and take other  actions as the  Company  may  reasonably  request to obtain such
protection  for Company,  and to assist  Company in protecting the Works against
infringement by other parties.  Employee appoints the executive  officers of the
Company to act as his agent and attorney-in-fact to perform any act necessary to
obtain any patents,  copyrights or other form of proprietary protection covering
the Works.  Employee  represents that there are no Works owned wholly or in part
by him that are to be excluded from the scope of this  Agreement.  Employee also
agrees to disclose to the Company,  in  confidence,  (A) all Works that Employee
develops,  conceives or creates while employed by the Company and (B) all patent
or  copyright   applications  filed  by  Employee  within  one  (1)  year  after
termination of employment with the Company.

         e. Damages.  Employee  agrees that the provisions of this Section 6 may
be enforced by  temporary  or  permanent  injunction;  the Company  shall not be
required  to post  any  bond or  security  in any such  temporary  or  permanent
injunction proceeding.  The right to such injunctive relief shall be in addition
to and not in  place  of any  further  remedies  to  which  the  Company  may be
entitled.

         f.  Enforcement.  Employee agrees that the provisions of this Section 6
are reasonable.  However, if any court of competent jurisdiction determines that
any provision within this Section 6 is unreasonable in any respect,  the parties
intend that this Section 6 should be enforced to the fullest  extent  allowed by
such court.

         g. Severable  Units.  Each county of each state covered by the covenant
not to compete  set forth in  Section  6.b,  each of such  states and each month
covered by this  covenant  not to compete  shall be deemed a severable  unit and
should any court  determine that the inclusion of all such  counties,  states or
months would  render such  undertaking  unreasonable  or  unenforceable  for any
reason,  those units which are  necessary,  in the judgment of the court,  to be
deleted in order to render such an undertaking  reasonable and enforceable shall
be deemed  free of such  noncompete  and  nonsolicitation  undertaking  but such
undertaking  shall  remain in full  force and  effect as to every  other unit of
territory and time.

         h. Survival. This Section 6 will survive the termination of this Agree-
ment except as otherwise indicated in Section 6.b.

                                       8

<PAGE>

7.  Arbitration.  Any dispute arising out of or relating to this Agreement shall
be resolved by arbitration before a single, neutral arbitrator in Austin, Texas,
in  accordance  with the  Employment  Dispute  Resolution  Rules of the American
Arbitration Association;  provided, however, that nothing herein shall prevent a
party from seeking  injunctive relief to enforce  compliance with this Section 7
or Section 6, or to enforce  any ruling of the  arbitrator.  The  results of the
arbitration  shall  be  binding  on the  parties.  All  reasonable  costs of the
arbitration,  including  attorney"s  fees,  shall be paid by the  non-prevailing
party.

8. Notices. All notices, requests, consents and other communications required or
provided  for in this  Agreement  shall be in writing  and shall be deemed to be
given when:  (a) delivered in person;  (b) three days  following  deposit in the
U.S. mail for first class registered or certified mail with postage prepaid; (c)
delivered  by  overnight  receipted  courier  service;  or (d) sent by confirmed
facsimile  transmission.  Notices shall be addressed to the party at the address
set forth below,  or such other  addresses as may  hereafter  be  designated  in
writing by the party.

         If to the Company, to:
         USOL Holdings, Inc.
         Attn: CEO
         10300 Metric Blvd.
         Austin, Texas 78758

         With a copy to:
         Stahl, Martens & Bernal, L.L.P.
         Attn: Mr. Brent G. Stahl
         7320 N. MoPac, Suite 211
         Austin, Texas 78731

         If to Employee:
         Mr. Donald E. Barlow

         ------------------------
         Austin, Texas _____________

9.       Miscellaneous.
         -------------

         a. Waiver of Breach. The waiver by a party of a breach of any provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach

         b. Assignment. Neither party  may assign its  rights  or  delegate  its
duties hereunder without the prior written consent of the other party.

         c. Entire  Agreement.  This Agreement and the transaction and documents
referred to herein contain the entire  understanding  of the parties with regard
to the  subject  matter of this  Agreement  and may only be  changed  by written
agreement  signed  by both  parties.  Without  limiting  the  generality  of the
foregoing,  Employee  agrees that the portions of his March 26, 1998  employment
agreement  regarding any payments  thereunder  and any events  accelerating  the
vesting of certain  equity options and certain other  restricted  stock are null
and void and of no further  force and  effect,  except for  payments of deferred
compensation,  bonuses or expenses under such  agreement,  not to exceed $90,000
when  combined with any similar  payments due Robert G. Solomon  pursuant to his
employment agreement dated March 26, 1998 and specifically set forth on Schedule
4.3 to that certain Asset Purchase Agreement,  dated as of July 21, 1999, by and
between the  Company,  GMAC  Commercial  Mortgage  Corporation,  a  Pennsylvania
corporation, and TheResidentClub.com, Inc., a Delaware corporation.

         d. Binding Effect.  This Agreement shall  be binding upon  and inure to
the  benefit  of  the  respective  parties,  and  their  legal  representatives,
successors, heirs, and permitted assigns.

         e. Governing Law. This  Agreement  shall be governed by,  construed and
enforced  in  accordance  with the laws of the  State of Texas,  without  giving
effect to principles  and provisions  thereof  relating to conflict or choice of

                                       9

<PAGE>

laws and  irrespective  of the fact  that any one of the  parties  is now or may
become a resident of a different state.

         f. Validity.  If any term of this Agreement shall be invalid,  illegal,
or unenforceable, in whole or in part, the validity of any of the other terms of
this Agreement shall not in an way be affected thereby.

         g. Survival of Terms. The applicable provisions of Sections 2, 4, 5, 6,
7 , 8, and 9 shall survive any termination of this Agreement.

IN WITNESS WHEREOF,  the Company and Employee have executed this Agreement to be
effective as of the date first above written.

                                            COMPANY:
                                            USOL Holdings, Inc.


                                            By: /s/ Robert G. Solomon
                                                --------------------------------
                                                     Robert G. Solomon, CEO
                                            Date Signed: _______________________

                                            EMPLOYEE:

                                            /s/ Donald E. Barlow
                                            -----------------------------------
                                            Donald E. Barlow

                                            Date Signed: _______________________

                                       10
<PAGE>


                                   Schedule 1

                            Related Party Agreements

None.

                                       11