<PAGE>

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of September 23,
2002, by and between LEXENT INC., a Delaware corporation (the "Company") and
Norman Fornella (the "Employee").

                                   W I T N E S S E T H:

      WHEREAS the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and the
Employee is willing to accept such employment with the Company on a full-time
basis, all in accordance with the terms and conditions set forth below;

      NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
as follows:

      1.    Employment.

            a.    The Company hereby agrees to employ the Employee, and the
                  Employee hereby agrees to accept such employment with the
                  Company, commencing on September 23, 2002 (the "Commencement
                  Date") and continuing for the period set forth in Section 2
                  hereof, all upon the terms and conditions hereinafter set
                  forth.

            b.    The Employee affirms and represents that as of the
                  commencement of his employment by the Company, he was under no
                  obligation to any former employer or other party which is in
                  any way inconsistent with, or which imposes any restriction
                  upon, the Employee's acceptance of employment hereunder with
                  the Company, the employment of the Employee by the Company, or
                  the Employee's undertakings under this Agreement.

      2.    Term of Employment. Unless earlier terminated as provided in this
            Agreement, the term of the Employee's employment under this
            Agreement shall be for a period beginning on the Commencement Date
            and ending on September 22, 2006. The period from the Commencement
            Date until September 22, 2006, or, in the event that the Employee's
            employment hereunder is earlier terminated as provided herein, such
            shorter period, is hereinafter called the "Employment Term" (the
            "Employment Term").

      3.    Duties. The Employee shall be employed as the Executive Vice
            President & Chief Financial Officer of the Company. Employee shall
            faithfully perform and discharge such duties as inhere in the
            positions of Executive Vice President & Chief Financial Officer as
            may be specified in the By-laws of the Company with respect to such
            positions, and shall also perform and discharge

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            such other duties and responsibilities consistent with such position
            as the Board of Directors of the Company (the "Board of Directors")
            and the Chief Executive Officer of the Company shall from time to
            time determine. The Employee shall report to the Chief Executive
            Officer of the Company. The Employee shall perform his duties
            principally at offices of the Company in New York City, New York,
            with such travel to such other locations from time to time as the
            Chief Executive Officer may reasonably prescribe. Except as may
            otherwise be approved in advance by the Board of Directors, and
            except during vacation periods and reasonable periods of absence due
            to sickness, personal injury or other disability, the Employee shall
            devote his full business time throughout the Employment Term to the
            services required of him hereunder. The Employee shall render his
            business services exclusively to the Company and its subsidiaries
            during the Employment Term and shall use his best efforts, judgment
            and energy to improve and advance the business and interests of the
            Company and its subsidiaries in a manner consistent with the duties
            of his position.

      4.    Compensation.

            a.    Salary. As compensation for the performance by the Employee of
                  the services to be performed by the Employee hereunder during
                  the Employment Term, the Company shall pay the Employee a base
                  salary at the annual rate of Two Hundred Fifty Thousand
                  Dollars ($250,000) (said amount, together with any increases
                  thereto as may be determined from time to time by the Board of
                  Directors in its sole discretion, being hereinafter referred
                  to as "Salary"). Any Salary payable hereunder shall be paid in
                  regular intervals in accordance with the Company's payroll
                  practices from time to time in effect.

            b.    Bonus. Provided that Employee is employed by Company on the
                  last day of the fiscal year (or on September 22, 2006 for the
                  calendar year 2006), the Employee shall be eligible to receive
                  bonus compensation from the Company in respect of each fiscal
                  year (or portion thereof) occurring during the Employment Term
                  in an amount targeted at 40% of his Salary (pro rated for any
                  portion of a fiscal year occurring during the Employment Term)
                  if the Company achieves the target performance objectives
                  established by the Compensation Committee of the Board of
                  Directors (the "Compensation Committee") with respect to such
                  fiscal year, which bonus, if any, shall be payable at the time
                  bonuses are payable to other Company senior executives. The
                  Employee shall also be eligible to receive additional bonus
                  compensation from the Company in respect of each fiscal year
                  (or portion thereof) occurring during the Employment Term for
                  exceptional performance as may be determined by the
                  Compensation Committee in its sole discretion. Notwithstanding
                  the above, Employee shall be entitled to receive a minimum
                  bonus of Fifty Thousand and 00/100 Dollars ($50,000) for
                  fiscal year 2003.


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      5.    Other Benefits; Options.

            a.    General. During the Employment Term, the Employee shall:

                  i.    be eligible to participate in employee fringe benefits
                        and pension and/or profit sharing plans that may be
                        provided by the Company for its senior executive
                        employees in accordance with the provisions of such
                        plans, as may be in effect from time to time;

                  ii.   be eligible to participate in any medical and health
                        plans or other employee welfare benefit plans that may
                        be provided by the Company for its senior executive
                        employees in accordance with the provisions of any such
                        plans, as may be in effect from time to time;

                  iii.  be entitled to the number of paid vacation days in each
                        calendar year determined by the Company from time to
                        time for its senior executive officers, provided that
                        such number of paid vacation days in each calendar year
                        shall not be less than twenty (20) work days (four
                        calendar weeks). The Employee shall also be entitled to
                        all paid holidays given by the Company to its senior
                        executive officers;

                  iv.   be entitled to sick leave, sick pay and disability
                        benefits in accordance with any Company policy that may
                        be applicable to senior executive employees from time to
                        time;

                  v.    be entitled to reimbursement for all reasonable and
                        necessary out-of-pocket business expenses incurred by
                        the Employee in the performance of his duties hereunder
                        in accordance with the Company's normal policies from
                        time to time in effect; and

                  vi.   be entitled to a monthly car allowance in the amount of
                        $750.00 in addition to reimbursement for monthly parking
                        expenses at a parking lot/garage in proximity to the
                        Company's New York, NY office location.

            b.    Grant of Initial Options. In connection with the execution and
                  delivery of this Agreement by the Employee, the Company is
                  granting to the Employee options to purchase 225,000 shares
                  ("Initial Options") of Company Common Stock, $.001 par value
                  ("Common Stock"), at a purchase price equal to the Fair Market
                  Value (as defined in (d) below) on the Commencement Date, of
                  which options to purchase 25% of such shares of Common Stock
                  shall vest on the Commencement Date and options to purchase
                  the remaining shares of Common Stock shall vest in thirty-six
                  equal increments over the thirty-six month period beginning at


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<PAGE>

                  the end of the month following the first anniversary of the
                  Commencement Date, all as provided in the Stock Option
                  Agreement of even date herewith between the Company and the
                  Employee.

            c.    Intentionally Omitted.

            d.    Fair Market Value. "Fair Market Value" means as of any date,
                  the value of Common Stock determined as follows:

                  i.    If the Common Stock is listed on any established stock
                        exchange or a national market system, including without
                        limitation the National Market System of the National
                        Association of Securities Dealers, Inc. Automated
                        Quotation ("NASDAQ") System, the Fair Market Value of a
                        share of Common Stock shall be the closing sales price
                        for such stock (or the closing bid, if no sales were
                        reported) as quoted on such system or exchange (or the
                        exchange with the greatest volume of trading in Common
                        Stock) on the trading day of the day of grant of the
                        particular Options and as reported in the Wall Street
                        Journal or such other source as the Compensation
                        Committee deems reliable;

                  ii.   If the Common Stock is quoted on the NASDAQ System (but
                        not on the National Market System thereof) or is
                        regularly quoted by a recognized securities dealer but
                        selling prices are not reported, the Fair Market Value
                        of a share of Common Stock shall be the average between
                        the high bid and low asked prices for the Common Stock
                        on the last market trading day prior to the day of grant
                        of the particular Subsequent Options and as reported in
                        the Wall Street Journal or such other source as the
                        Compensation Committee deems reliable; or

                  iii.  In the absence of an established market for the Common
                        Stock, the Fair Market Value shall be determined in good
                        faith by the Compensation Committee.

            e.    Change of Control. If there is a Change of Control of the
                  Company (as defined below) 50% of all then unvested Initial
                  Options granted pursuant to Section 5 of this Agreement shall
                  vest immediately upon completion of the Change of Control, and
                  the remaining 50% of the unvested Initial Options shall
                  continue to vest in accordance with the schedule set forth in
                  Section 5. Notwithstanding, in the event that a Change of
                  Control results in Employee's termination within three (3)
                  months after the completion of the Change of Control, all then
                  remaining unvested Initial Options shall vest immediately upon
                  Employee's termination. As used hereinabove, "Change of
                  Control" means the occurrence of any of the following (i) the
                  Company consolidates with or merges with or into another
                  person pursuant to the transaction in which the outstanding
                  securities of the


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<PAGE>

                  Company are converted into or exchanged for cash or other
                  property of for securities possessing less than 50% of the
                  voting power of the outstanding securities of the person
                  surviving such merger or consolidation; (ii) the Company
                  sells, assigns conveys, transfers, leases or otherwise
                  disposes of all or substantially all of its assets to any
                  persons; or (iii) any "person" or "group" (as such terms are
                  used in Sections 13(d) and 14 (d) of the Securities and
                  Exchange Act), other than the holders of the Securities of the
                  Company as of the date hereof shall, by virtue of ownership of
                  securities or by agreement or otherwise, be entitled to elect
                  a majority of the director of the Company.

      6.    Confidential Information. The Employee hereby covenants, agrees and
            acknowledges as follows:

            a.    The Employee has and will have access to and will participate
                  in the development of or be acquainted with confidential or
                  proprietary information and trade secrets related to the
                  business of the Company and any present or future subsidiaries
                  or affiliates of the Company (collectively with the Company,
                  the "Companies"), including but not limited to (i) customer
                  lists; related records and compilations of information; the
                  identity, lists or descriptions of any new customers, referral
                  sources or organizations; financial statements; cost reports
                  or other financial information; contract proposals or bidding
                  information; business plans; training and operations methods
                  and manuals; personnel records; software programs; reports and
                  correspondence; and management systems, policies or
                  procedures, including related forms and manuals; (ii)
                  information pertaining to future developments such as future
                  marketing or acquisition plans or ideas, and potential new
                  business locations and (iii) all other tangible and intangible
                  property, which are used in the business and operations of the
                  Companies but not made public. The information and trade
                  secrets relating to the business of the Companies described
                  hereinabove in this paragraph (a) are hereinafter referred to
                  collectively as the "Confidential Information", provided that
                  the term Confidential Information shall not include any
                  information (A) that is or becomes generally publicly
                  available (other than as a result of violation of this
                  Agreement by the Employee), (B) that the Employee receives on
                  a nonconfidential basis from a source (other than the
                  Companies or their representatives) that is not known by him
                  to be bound by an obligation of secrecy or confidentiality to
                  any of the Companies or (C) that was in the possession of the
                  Employee prior to disclosure by the Companies.

            b.    The Employee shall not disclose, use or make known for his or
                  another's benefit any Confidential Information or use such
                  Confidential Information in any way except as is in the best
                  interests of the Companies in the performance of the
                  Employee's duties under this Agreement. The Employee may
                  disclose Confidential Information when required by a third


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<PAGE>

                  party and applicable law or judicial process, but only after
                  providing immediate notice to the Company of any third party's
                  request for such information, which notice shall include the
                  Employee's intent to disclose any Confidential Information
                  with respect to such request.

            c.    The Employee acknowledges and agrees that a remedy at law for
                  any breach or threatened breach of the provisions of this
                  Section 6 would be inadequate and, therefore, agrees that the
                  Companies shall be entitled to seek injunctive relief in
                  addition to any other available rights and remedies in case of
                  any such breach or threatened breach by the Employee;
                  provided, however, that nothing contained herein shall be
                  construed as prohibiting the Companies from pursuing any other
                  rights and remedies available for any such breach or
                  threatened breach, including, but not limited to,
                  reimbursement of any amounts paid by Company under Section 8
                  of this Agreement.

            d.    The Employee agrees that upon termination of his employment
                  with the Company for any reason, the Employee shall forthwith
                  return to the Company all Confidential Information in whatever
                  form maintained (including, without limitation, computer discs
                  and other electronic media).

            e.    The obligations of the Employee under this Section 6 shall,
                  except as otherwise provided herein, survive the termination
                  of the Employment Term and the expiration or termination of
                  this Agreement.

            f.    Without limiting the generality of Section 12 of this
                  Agreement, the Employee hereby expressly agrees that the
                  foregoing provisions of this Section 6 shall be binding upon
                  the Employee's heirs, successors and legal representatives.

      7.    Termination of Employment.

            a.    The Employee's employment hereunder shall be terminated upon
                  the occurrence of any of the following:

                  i.    death of the Employee;

                  ii.   the Employee's inability to perform his duties on
                        account of disability or incapacity for a period of one
                        hundred eighty (180) or more days, whether or not
                        consecutive, within any period of twelve (12)
                        consecutive months;

                  iii.  the Company giving written notice, at any time, to the
                        Employee that the Employee's employment is being
                        terminated for "Cause" (as defined in (b) below);


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<PAGE>

                  iv.   the Company giving written notice, at any time, to the
                        Employee that the Employee's employment is being
                        terminated or is not being renewed, other than pursuant
                        to clause (i), (ii) or (iii) above ("Without Cause"); or

                  v.    the Employee terminates his employment hereunder for any
                        reason whatsoever (whether by reason of retirement,
                        resignation or otherwise).

            b.    Cause. The following actions, failures and events by or
                  affecting the Employee shall constitute "Cause" for
                  termination within the meaning of clause (iii) of Section 7
                  (a) above:

                  i.    indictment for or conviction of the Employee of, or the
                        entering of a plea of nolo contendere by the Employee
                        with respect to, having committed a felony;

                  ii.   abuse of controlled substances or alcohol or acts of
                        dishonesty or moral turpitude by the Employee that are
                        materially detrimental to one or more of the Companies;

                  iii.  acts or omissions by the Employee that the Employee knew
                        were likely to damage the business of one or more of the
                        Companies;

                  iv.   negligence by the Employee in the performance of, or
                        disregard by the Employee of his material obligations
                        under this Agreement or otherwise relating to his
                        employment, which negligence or disregard continue
                        unremedied for a period of fifteen (15) days after
                        written notice thereof to the Employee; or

                  v.    failure by the Employee to obey the reasonable and
                        lawful orders and policies of the Board of Directors
                        that are consistent with the provisions of this
                        Agreement.

      8.    Payments Upon Termination.

            a.    Termination Without Cause. In the event that the Employee's
                  employment is terminated by the Company Without Cause during
                  the Employment Term and provided that the Employee is acting
                  in accordance with his obligations pursuant to Section 10,
                  then the Company shall pay to the Employee, as severance pay
                  or liquidated damages or both, monthly payments at the rate
                  per annum of his Salary at the time of such termination for a
                  period of twelve (12) months.

            b.    Payments Limited. Notwithstanding anything to the contrary
                  expressed or implied herein, except as required by applicable
                  law and except as set forth in Sections 4(b) and 8(a) above
                  and the Company's Employee


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<PAGE>

                  Handbook, neither the Company nor any of its affiliates shall
                  be obligated to make any payments to the Employee or on his
                  behalf of whatever kind or nature by reason of the Employee's
                  cessation of employment (including, without limitation, by
                  reason of termination of the Employee's employment by the
                  Company for Cause or Without Cause, other than (i) such
                  amounts, if any, of his Salary and bonus as shall have accrued
                  and remained unpaid as of the date of said cessation and (ii)
                  subject to the terms of the Company's Employee Handbook, such
                  other amounts, if any, which may be then otherwise payable to
                  the Employee pursuant to the terms of the Company's benefits
                  plans or pursuant to clause (v) of Section 5(a) above.

            c.    Interest. No interest shall accrue on or be paid with respect
                  to any portion of any payments under this Section 8.

            d.    The obligations of the Company under this section 8 shall,
                  except as otherwise provided herein, survive the termination
                  of the Employment Term and the expiration or termination of
                  this Agreement.

      9.    Non-Assignability.

                  i.    Neither this Agreement nor any right or interest
                        hereunder shall be assignable by the Employee or his
                        beneficiaries or legal representatives without the
                        Company's prior written consent; provided, however, that
                        nothing in this Section 9(a) shall preclude the Employee
                        from designating a beneficiary to receive any benefit
                        payable hereunder upon his death or incapacity. This
                        Agreement may not be assigned by the Company except with
                        the Employee's prior written consent, provided, however,
                        that the Company may assign this Agreement without
                        Employee's consent to an affiliate of the Company with
                        the financial resources to fulfill the Company's
                        obligations hereunder and to an entity involved in a
                        Change of Control, as defined in Section 5(e) of this
                        Agreement.

                  ii.   Except as required by law, no right to receive payments
                        under this Agreement shall be subject to anticipation,
                        commutation, alienation, sale, assignment, encumbrance,
                        charge, pledge, or hypothecation or to exclusion,
                        attachment, levy or similar process or to assignment by
                        operation of law, and any attempt, voluntary or
                        involuntary, to effect any such action shall be null,
                        void and of no effect.

      10.   Restrictive Covenants.

            a.    Competition. During the Employment Term and, in the event the
                  Employee's employment is terminated, during the period
                  following such termination and continuing until (i) the last
                  payment is made to the


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                  Employee pursuant to Section 8(a) hereof, as the case may be,
                  or (ii) in the case of a termination of the Employee's
                  employment pursuant to Section 7(a)(iii) or (v) hereof, the
                  first anniversary of the date of such termination (the
                  "Applicable Continuation Period"), the Employee will not
                  directly or indirectly (as a director, officer, executive
                  employee, manager, consultant, independent contractor, advisor
                  or otherwise) engage in competition with, or own any interest
                  in, perform any services for, participate in or be connected
                  with any business or organization which engages in competition
                  with any of the Companies within the meaning of Section 10(d),
                  provided, however, that the provisions of this Section 10(a)
                  shall not be deemed to prohibit the Employee's ownership of
                  not more than two percent (2%) of the total shares of all
                  classes of stock outstanding of any publicly held company, or
                  ownership, whether through direct or indirect stock holdings
                  or otherwise, of not more than one percent (1%) of any other
                  business.

            b.    Non-Solicitation. During the Employment Term and during the
                  Applicable Continuation Period, the Employee will not directly
                  or indirectly induce or attempt to induce any employee of any
                  of the Companies to leave the employ of the Company or such
                  subsidiary or affiliate, or in any way interfere with the
                  relationship between any of the Companies and any employee
                  thereof.

            c.    Non-Interference. During the Employment Term and during the
                  Applicable Continuation Period, the Employee will not directly
                  or indirectly hire, engage, send any work to, place orders
                  with, or in any manner be associated with any supplier,
                  contractor, subcontractor or other business relation of any of
                  the Companies if such action by him would have an adverse
                  effect on the business, assets or financial condition of any
                  of the Companies, or materially interfere with the
                  relationship between any such person or entity and any of the
                  Companies.

            d.    Certain Definitions.

                  i.    For purposes of this Section 10, a person or entity
                        (including, without limitation, the Employee) shall be
                        deemed to be a competitor of one or more of the
                        Companies, or a person or entity (including, without
                        limitation, the Employee) shall be deemed to be engaging
                        in competition with one or more of the Companies, if
                        such person or entity conducts, or, to the knowledge of
                        the Employee, plans to conduct, the Specified Business
                        (as hereinafter defined) as a significant portion of its
                        business in any of the markets served by the Companies
                        or, in the case of a person or entity pursuing a
                        business strategy of providing telecommunications
                        infrastructure services anywhere in the continental
                        United States.


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<PAGE>

                  ii.   For purposes of this Agreement, "Specified Business"
                        means (A) providing outsourced telecommunications
                        infrastructure services to local or long distance
                        telecommunications providers or engaging in any business
                        conducted by the Company at the time of termination of
                        the Employee's employment with the Company or (B)
                        conducting, operating, carrying out or engaging in the
                        business of managing any entity described in clause (A).

                  iii.  Certain Representations of the Employee. In connection
                        with the foregoing provisions of this Section 10, the
                        Employee represents that his experience, capabilities
                        and circumstances are such that such provisions will not
                        prevent him from earning a livelihood. The Employee
                        further agrees that the limitations set forth in this
                        Section 10 (including, without limitation, time and
                        territorial limitations) are reasonable and properly
                        required for the adequate protection of the current and
                        future businesses of the Companies. It is understood and
                        agreed that the covenants made by the Employee in this
                        Section 10 (and in Section 6 hereof) shall survive the
                        expiration or termination of this Agreement.

                  iv.   Injunctive Relief. The Employee acknowledges and agrees
                        that a remedy at law for any breach or threatened breach
                        of the provisions of Section 10 hereof would be
                        inadequate and, therefore, agrees that the Company and
                        any of its subsidiaries or affiliates shall be entitled
                        to seek injunctive relief in addition to any other
                        available rights and remedies in cases of any such
                        breach or threatened breach; provided, however, that
                        nothing contained herein shall be construed as
                        prohibiting the Company or any of its affiliates from
                        pursuing any other rights and remedies available for any
                        such breach or threatened breach.

      11.   Representations and Warranties. The Employee represents and warrants
            that he is not subject to or a party to any agreement, contract,
            covenants, order or other restriction which in any way prohibits,
            restricts or impairs the Employee's ability to enter into this
            Agreement and carry out his duties and obligations hereunder. Each
            party hereto represents and warrants to the other that (i) each has
            the full legal right and power and all authority and approvals
            required to enter into, execute and deliver this Agreement and to
            perform fully all of his or its obligations hereunder; and (ii) this
            Agreement has been duly executed and delivered and constitutes a
            valid and binding obligation of each party, enforceable in
            accordance with its terms.

      12.   Binding Effect. Without limiting or diminishing the effect of
            Section 9 hereof, this Agreement shall inure to the benefit of and
            be binding upon the parties hereto and their respective heirs,
            successors, legal representatives and assigns.


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<PAGE>

      13.   Notices. All notices which are required or may be given pursuant to
            the terms of this Agreement shall be in writing and shall be
            sufficient in all respects if given in writing and (i) delivered
            personally, (ii) mailed by certified or registered mail, return
            receipt requested and postage prepaid, (iii) sent via a nationally
            recognized overnight courier or (iv) sent via facsimile confirmed in
            writing to the recipient, if to the Company at the Company's
            principal place of business, and if to the Employee, at his home
            address most recently filed with the Company, or to such other
            address or addresses as either party shall have designated in
            writing to the other party hereto, provided, however, that any
            notice sent by certified or registered mail shall be deemed
            delivered on the date of delivery as evidenced by the return
            receipt.

      14.   Law Governing. This Agreement shall be governed by and construed in
            accordance with the laws of the State of New York.

      15.   Severability. The Employee agrees that in the event that any court
            of competent jurisdiction shall finally hold that any provision of
            Section 6 or 10 hereof is void or constitutes an unreasonable
            restriction against the Employee, the provisions of such Section 6
            or 10 shall not be rendered void but shall apply with respect to
            such extent as such court may judicially determine constitutes a
            reasonable restriction under the circumstances. If any part of this
            Agreement other than Section 6 or 10 is held by a court of competent
            jurisdiction to be invalid, illegible or incapable of being enforced
            in whole or in part by reason of any rule of law or public policy,
            such part shall be deemed to be severed from the remainder of this
            Agreement for the purpose only of the particular legal proceedings
            in question and all other covenants and provisions of this Agreement
            shall in every other respect continue in full force and effect and
            no covenant or provision shall be deemed dependent upon any other
            covenant or provision.

      16.   Waiver. Failure to insist upon strict compliance with any of the
            terms, covenants or conditions hereof shall not be deemed a waiver
            of such term, covenant or condition, nor shall any waiver or
            relinquishment of any right or power hereunder at any one or more
            times be deemed a waiver or relinquishment of such right or power at
            any other time or times.

      17.   Entire Agreement; Modifications. This Agreement constitutes the
            entire and final expression of the agreement of the parties with
            respect to the subject matter hereof and supersedes all prior
            agreements, oral and written, between the parties hereto with
            respect to the subject matter hereof. This Agreement may be modified
            or amended only by an instrument in writing signed by both parties
            hereto.


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<PAGE>

      18.   Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.


                                       12
<PAGE>

      IN WITNESS WHEREOF, the Company and the Employee have duly executed and
delivered this Agreement as of the day and year first above written.


LEXENT INC.

__________________________                DATE: September 23, 2002
BY:   Kevin O'Kane
Its:  Chief Executive Officer


NORMAN FORNELLA


___________________________               DATE: September 23, 2002


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