<PAGE>

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of September 9,
2002, by and between LEXENT INC., a Delaware corporation (the "Company") and
Bruce Levy (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 9, 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,  except to
                  the   extent   provided   in  the  FE   Consulting   Agreement
                  incorporated by reference and attached as EXHIBIT A.

      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 8, 2006. The period from the Commencement
            Date until September 8, 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"). In the event that this Agreement is not earlier
            termination as provided herein, prior to the natural expiration of
            this Agreement on September 8, 2006, Company shall provide Employee
            with six (6) months' prior written notice of its intent

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            to renew this Agreement for an additional period to be mutually
            agreed upon by the parties or to let the Agreement lapse on
            September 8, 2006.

      3.    Duties. The Employee shall be employed as the President & Chief
            Operating Officer of the Company. Employee shall faithfully perform
            and discharge the duties set forth in the Job Description
            incorporated by reference and attached as EXHIBIT B, and shall also
            perform and discharge 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, provided that any
            such other duties and responsibilities are consistent with
            Employee's knowledge, background and/or experience. The Employee
            shall report to the Chief Executive Officer of the Company. The
            Employee shall perform his duties at the principal offices of the
            Company, 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 Eighty Thousand
                  Dollars ($280,000) (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. 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 80% 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


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<PAGE>

                  to receive additional bonus compensation from the Company in
                  respect of each fiscal year (or portion thereof) occurring
                  during the Employment Term (pro rated for any portion of a
                  fiscal year 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 One Hundred Thousand and 00/100 Dollars ($100,000)
                  for fiscal year 2003. Employee expressly understands and
                  agrees that in the event that Employee's employment is
                  terminated in accordance with Section 7(b), Employee shall
                  neither receive nor be entitled to receive a bonus.

      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


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                        office location and gasoline expenses incurred in
                        connection with Company purposes.

            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 600,000 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), 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 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.    Grant of Subsequent Options. In connection with his continued
                  employment by the Company, on the first anniversary of the
                  Commencement Date, and on each of the subsequent anniversaries
                  thereof during the Employment Term, the Company agrees to
                  grant the Employee options ("Subsequent Options") to purchase
                  a minimum of 25,000 shares (as adjusted equitably for stock
                  dividends, stock splits, combinations, etc.) of Common Stock
                  at a purchase price equal to the Fair Market Value (as defined
                  in (d) below) of the Common Stock on the pertinent
                  anniversaries. The Subsequent Options shall vest in accordance
                  with the following schedule: 25% shall vest one year from the
                  grant date of the Subsequent Options during the Employment
                  Term, and options to purchase the remaining shares issued
                  pursuant to each grant of the Subsequent Options shall vest in
                  equal increments over the subsequent 36 months, as more fully
                  described in 5(b) above. Each grant of these Subsequent
                  Options shall be pursuant to specific terms set forth in a
                  stock option agreement between the Company and the Employee.

            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 last trading day prior to 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;


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<PAGE>

                  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 six (6)
                  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 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


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                  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
                  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


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                  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);

                  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;


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<PAGE>

                  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 cause significant or material 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 use his best efforts to obey
                        the reasonable and lawful orders and policies of the
                        Board of Directors that are consistent with the
                        provisions of this Agreement (in particular Exhibit B
                        and Section 3 hereof).

      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:

                        i. Twenty four (24) months after such termination if
                        such termination occurs between the Commencement Date
                        and the date twelve months following the Commence Date
                        ("Initial Period");

                        ii. twelve (12) months after such termination if such
                        termination occurs after the end of the Initial Period.

            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), 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


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                  cessation and (ii) 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 clauses (v) and
                  (vi) of Section 5(a) above.

            c.    The parties agree that in the event of termination, the
                  accrual and use of vacation and payment for unused vacation
                  shall be governed by and consistent with the Employee
                  Handbook.

            d.    In the event of Employee's termination pursuant to Section 7,
                  Employee shall be eligible for continuing health benefits for
                  a period of six (6) months. Approval of any grant of
                  continuing health benefits shall be subject to approval by the
                  Company's Board of Directors and Compensation Committee.

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

            f.    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.

            a. 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 upon sixty (60) days'
      written notice to Employee 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.

            b. 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 the Company or any of its affiliates (Cumulatively
                  referred to throughout this Agreement as 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.


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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, except the FE
      Consulting Agreement incorporated by reference and attached as Exhibit A.
      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. Any disputes arising
      out of this Agreement must first be submitted to nonbinding arbitration
      before the American Arbitration Association and either withdrawn or
      otherwise resolved as a condition precedent to filing any action or
      proceeding in a court of competent jurisdiction or other venue.

      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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      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.

                  [remainder of page intentionally left blank]


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<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 9, 2002
BY:   Kevin O'Kane
Its:  Chief Executive Officer


BRUCE LEVY

___________________________               DATE: September 9, 2002


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