Senior VP Europe & Asia-Pacific Contract Of Employment - CARLO BARAVALLE

Dated April 30 2001


LCC UK LIMITED


AND


CARLO BARAVALLE


CONTRACT OF EMPLOYMENT


Reed Smith Warner Cranston
Pickfords Wharf


Clink Street
London


SE1 9DG


Tel: 020 7403 2900
Fax: 020 7403 4221


Ref: GHM


THIS AGREEMENT is made the 30th day of April 2001


BETWEEN


(1) LCC UK LIMITED whose registered office is at 43 Crawford Street, London, W1H 1JR, United Kingdom ("the Company"); and


(2) CARLO BARAVALLE of ------------------------, Oxford, OX2 6LD, United Kingdom ("you/your").


1. COMMENCEMENT OF EMPLOYMENT


1.1 Your employment with the Company will begin on 14th of May 2001 ("the
Start Date").


1.2 Your continuous employment with the Company will begin on the Start
Date. No employment with a previous employer will count as part of
your continuous employment.


2. JOB TITLE AND DUTIES


2.1 You will be employed initially as Senior Vice-President of the Europe,
Middle-East, Africa & Asia-Pacific region. LCC International intends
to appoint, in the near future, a person who will take responsibility
for Asia-Pacific, at which point your responsibility for business in
that region will be reviewed and, may cease at the Company's option.
You will report to the Chairman of the Board of directors of the
Company, who is currently Tom Faulders ("your manager").


2.2 In addition to the duties which this job normally entails, you may,
from time to time, be required to undertake additional or other duties
which are within your skill and competence and appropriate to your
position as necessary to meet the needs of the Company's business.


OTHER EMPLOYMENT


2.3 During the course of your employment with the Company you must not
engage in any other occupation or profession or business or work for
any other company, firm or person without first obtaining written
consent from your manager.


3. REMUNERATION


3.1 Your salary will be paid at a rate of Euro 310,000 per annum. Your
salary will be reviewed annually, generally in January, but with no
commitment to increase. Payment of this salary, and of all other sums
expressed in this contract as Euro, will be paid to you in (a) British


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Pounds, for so long as you reside in the United Kingdom, at the
exchange rate prevailing at the date when each respective payment
falls due or (b) if you are not residing in the United Kingdom, Euros.


3.2 Your salary will be paid monthly in arrears in twelve equal monthly
installments in accordance with UK payroll practice from time to time
by credit transfer into a bank or building society account nominated
by you. They will be paid subject to such deductions, including but
not limited to income tax, as the Company is required by law to make.


3.3 You will be entitled to receive a signing on bonus of Euro 28,000,
which will be paid at the same time as your first monthly salary
payment. If, prior to the first anniversary of the Start Date, you
resign your employment (except in the case of constructive dismissal),
or are dismissed for one of the reasons set out in clause 9.4 below
(excluding clauses 9.4.5 and 9.4.6), you will be required to repay
such proportion of the said payment as represents the proportion of
that first year of service which as you do not in fact serve. The
Company may deduct any such repayment from monies owing to you,
whether as salary or otherwise.


3.4 You will be eligible to participate in the Company's Annual
Performance Bonus plan. Details of the Plan are set out each year by
LCC International and apply to employees in all LCC subsidiary
companies, including in the Company. In respect of your period of
service from your start date to 31 December 2001, you will be eligible
to receive a bonus of up to a maximum of 50% of the base salary earned
during that period; the amount due will be based on the extent to
which individual and company goals are achieved. In respect of your
service during 2001, you will be paid a bonus of at least 25% of the
base salary earned during that period of service. In respect of
service after 31st December 2001, there is no guaranteed minimum
bonus. Bonuses are normally paid in the March immediately following
the end of the relevant bonus year. No bonus is due if, prior to the
payment date, you have resigned your employment (except in the case of
constructive dismissal) or been dismissed for one of the reasons set
out in clause 9.4 below (except for clauses 9.4.5 and 9.4.6). In the
event that your employment terminates for any other reason, you will
be entitled to be paid a bonus in respect of service during that part
of the bonus year which occurs prior to the date when the employment
terminates. Such bonus as may be due will be paid at the same time as
for all other employees, which is ordinarily the March after the end
of the bonus year.


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EXPENSES


3.5 You will be reimbursed for business expenses properly incurred in the
performance of your duties and in accordance with Company guidelines
on submission of appropriate receipts.


DEDUCTIONS FROM WAGES


3.6 For the purposes of Part II of the Employment Rights Act 1996, you
hereby authorise the Company to deduct from your salary any sums due
from you to the Company, including without limitation any overpayment
of salary or accrued holiday pay.


4. PLACE OF WORK


4.1 Your normal place of work will be at the Company's offices in London,
UK.


4.2 You will be required to travel on the business of the Company to such
places as may be reasonably necessary for the proper performance of
your duties, both inside and outside the UK; it is anticipated that
such travel may be on a frequent and regular basis.


4.3 It is agreed that you may relocate your family to Paris during the
summer of 2002.


5. HOURS OF WORK


5.1 The Company's normal business hours are 8:30 a.m. to 5:00 p.m., Monday
to Friday with a one hour break for lunch.


5.2 You may be required to work additional hours to meet the needs of the
Company's business. You will not be paid for any such additional
hours.


5.3 You agree that the maximum weekly working time set out in Regulation 4
of the Working Time Regulations as amended will not apply in relation
to your employment. You may decide at any time to opt back into the
application of this limit and, if so, you must give the Company three
months' written notice of your wish to do so.


6. BENEFITS AND STOCK OPTIONS


6.1 During your employment you will be entitled, at the Company's expense,
to participate in the standard Benefit Programme which is offered to
all UK based employees working in the EMEA & A-P region. The key
benefits currently applicable to your contract are


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outlined in Annex 1, which the parties recognize is only a high-level
outline of the company's current benefits and, as a result, such
benefits are subject to whatever limitations, exclusions, requirements
and other policy or plan provisions that may be set forth in the
company's policies or the plan documents relating to each of the
mentioned benefits. The Company reserves the right to modify or
withdraw such benefits as and when it sees fit. It is expressly agreed
that the provision of benefits under the Permanent Health Insurance
scheme (if any) shall in no way limit or restrict the Company's rights
under this agreement or otherwise to terminate your employment.


6.2 You will receive a car allowance of Euro 1,650 per month, subject to
applicable UK taxes.


6.3 Subject to the provisions of this clause 6.3, the parties acknowledge
that the Compensation and Stock Option Committee of the Board of
Directors of LCC International, Inc. has, in anticipation of your
commencing employment with the Company on or about May 14, 2001,
granted you an option to purchase 100,000 shares of LCC International,
Inc. Series A Common Stock under the LCC International, Inc. 1996
Employee Stock Option Plan, as amended. The option exercise price was
set at the time the option was granted on April 24, 2001, at US$5.64
per share, which is the fair market value of the said shares at the
date of the grant as defined in the relevant plan documents. The
options expire in the event you do not commence employment with the
Company on or before May 14, 2001. The options become exercisable in 5
equal tranches of 20,000 shares each, on each of the first to the
fifth anniversary of the date of the grant. In the event that your
employment terminates, the status of unexpired options, and in
particular whether or not they lapse, will be determined in accordance
with the plan rules as applicable from time to time. Further, you will
not be entitled to receive as compensation for loss of employment or
otherwise, any payment in respect of the loss of the value of said
options. Further the said options, and all rights in respect of them,
will be subject such rules as the Company and LCC International, Inc
may have established or will in future establish, and in particular,
the terms of the LCC International, Inc. 1996 Employee Stock Option
Plan, as amended, and the form of Non-Qualified Employee Stock Option
Agreement adopted thereunder.


6.4 Additionally, you will also be eligible to receive additional annual
stock option grants in connection with your annual performance review
to the extent the Board of LCC International, Inc., in its discretion


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decides to grant options to existing employees in general and to you
in particular.


7. HOLIDAY ENTITLEMENT


7.1 Your annual holiday entitlement is 25 days per year. You are also
entitled to paid holiday on all recognised bank or public holidays in
London. The Company's holiday year is 1 January to 31 December.


7.2 Holidays must be taken at times convenient to and agreed in writing by
the Company and reasonable notice of your intention to take holiday
must be given to your manager who will then confirm to you whether the
requested dates are acceptable. No single period of leave may exceed
ten wo ...