Employment Agreement

Exhibit 10.12





EMPLOYMENT AGREEMENT

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THIS AGREEMENT made as of the 29th day of June, 1998, by and

between CGX Communications, Inc.(hereinafter referred to as the

"Employer" or the "Corporation"), and Laura Neuman (hereinafter

referred to as the "Employee").



WITNESSETH:



WHEREAS, the Employer is engaged, inter alia, through CAIS

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Internet, in the business of providing Internet services and related

activities and operations throughout the United States of America;



WHEREAS, the Employee is experienced in the operation and

marketing of communications services; and



WHEREAS, the Employer desires to obtain the services of the

Employee in connection with the Employer's activities and the

Employee is willing to render same to the Employer, all upon the

terms and conditions hereinafter set forth.



WHEREAS, Employee also understands and hereby accepts that

the Performance Targets described in Exhibit A are based on the

Employer's current lines of business and current investments, and

consequently, to the extent other lines of business are offered for

sale by CAIS, an adjustment to the Performance Targets will be

necessitated, such adjustment to be made on reasonable terms

mutually acceptable to Employer and Employee.



NOW, THEREFORE, in consideration of the premises, which are

incorporated into and made part of this Agreement, and of the mutual

covenants and agreements herein contained, the parties hereby agree

as follows:



1. Duties and Term of Employment.

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(A) The Employer does hereby employ the Employee in the

capacity of Vice-President of Sales, CAIS Internet and OverVoice, to

manage the Employer's Internet and OverVoice sales, to develop new

business opportunities and to perform





such other duties as Employer may from time to time designate.

Employee shall report to the Vice President and General Manager of

CAIS Internet.



(B) The Employee's employment hereunder shall commence on

or before June 29, 1998 and shall continue for a period of one (1)

year thereafter, unless sooner terminated as hereinafter provided.

The parties may extend the term of this Agreement by mutual consent,

and agree to discuss extension a minimum of thirty days prior to the

end of the initial one year period.



2. Compensation of Employee.

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As the sole compensation for all of the Employee's

services rendered hereunder to the Employer, the Employer hereby

agrees to pay the Employee compensation and reimbursements as set

forth in Exhibit "A" attached hereto and made a part hereof.



3. Conduct of Employee.

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Employee does hereby accept said employment under the

terms and conditions herein set forth, and further agrees that

during the term hereof Employee will devote full time, attention and

energies to the business of the Employer, and will not, without the

prior written consent of Employer, actively engage in any other

business, employment or undertaking whatsoever, during the said

period of time. Employee further agrees to, at all times during the

term hereof, abide by and comply with the directions, instructions

and decisions of the Employer and, during the term hereof, to

dutifully and faithfully carry out and perform the duties and

obligations of Employee's position, as herein set forth.



4. Limitations Upon Acts of Employee. Employee agrees:

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(A) That Employee will not draw, accept or make any bill

of exchange or promissory note for or on behalf of the Employer; nor

shall Employee otherwise pledge the credit of the Employer, nor

execute or deliver any contracts or documents for or on behalf of

the Employer, except to the extent of the





Employer's written policies consented to by its General Partner.



(B) That Employee will make available when requested such

information and fully advise the Employer, of all matters in which

Employee shall become involved, and acts which Employee shall

perform, for or on the account of the Employer; and that Employee

shall also promptly inform the Employer of any matters coming to

Employee's attention or knowledge that may materially affect the

interests of the Employer, or its business operations.



(C) The policies of operation of the business of the

Employer shall, from time to time, be determined by the Employer;

and the Employee agrees to conform to and execute all reasonable

policies of Employer as so determined.



5. Termination of Employment.

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The Employer shall have the right to cancel and terminate

this Agreement, and to discharge the Employee for "good cause", or,

without cause upon seven (7) days' prior written notice to Employee.

For purposes of this Article 5, "good cause" shall be construed to

mean proven dishonesty in a material matter, habitual intoxication,

continued and repeated failure (after receipt of written notice from

Employer and reasonable opportunity to cure) to devote proper time

and attention to the business of the Employer, repeated failure

(after receipt of written notice from Employer and reasonable

opportunity to cure) by Employee to carry out the reasonable

directions and instructions of the Employer, conviction of a crime

involving moral turpitude or requiring imprisonment of Employee,

repeated and unexcused absenteeism (after receipt of written notice

from Employer and reasonable opportunity to cure), death of the

Employee, or the material breach by Employee of any of Employee's

obligations or agreements contained in Articles 7 or 8 below, or the

making of any representation or warranty pursuant to Article 6

hereinbelow which shall prove to be inaccurate, incorrect or false

in any respect. Upon termination of Employee's employment by

Employer without cause, the Employer agrees to pay Employee as

severance pay and in full and final settlement all claims between

the parties (excluding any claim by Employee for stock options or







for wages or other compensation previously earned and fully vested

and not paid) an amount equal to six (6) months of the base salary

of Employee thereafter, plus a pro-rated amount equal to six (6)

months of Cash Incentive Compensation calculated as set forth in

Paragraph 3 of Exhibit A hereto and based on an assumed achievement

of 100% of the Performance Target applicable as of the termination

date. Severance pay shall be paid to Employee immediately upon

termination of her employment by Employer.



6. Employee's Representations.

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Employee hereby represents and warrants to



Employer that there are not now operative and in force any

employment agreements or other instruments of any nature, to which

Employee is a party or under which Employee may be otherwise bound

or subject, which contain any terms or provisions that in any manner

restrict, limit, prevent, prohibit or make unlawful the execution of

Employee of this Agreement, or the performance by Employee of any or

all of Employee's obligations, covenants and duties herein

specified, or Employee's employment by Employer hereunder or

otherwise. In the event the representatives and warranties made by

Employee under this Article 6 should prove to be inaccurate,

incorrect or false in any respect, whether through inadvertence or

willful misrepresentation by Employee, Employer may, at its option,

upon discovering such inaccuracy or the falsity of said

representations, terminate this Agreement for good cause and

Employee's employment hereunder.



7. Trade Secrets.

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The Employee agrees that during the term of employment

with the Employer and at all times after expiration thereof,

Employee will not communicate or divulge, for the benefit of any

competitor, rival or other person, firm, association, or

corporation, whether associated with the Employee or not, any trade

secrets, client lists, confidential employee information or any

other confidential information or confidential material matters of

any nature relating to the business of affairs of the Employer,

which may be utilized by Employer in or about its business and which

trade secrets, information or other matters are communicated or

otherwise become known to the Employee by reason of Employee's





hereunder, or otherwise. This provision shall expressly

survive any termination or other expiration of this Agreement.



8. Agreement Not to Compete.

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Employee acknowledges that the services to be rendered

hereunder are of a special and unusual character which have a unique

value to the Employer, the loss of which cannot adequately be

compensated by damages in an action at law. Because of the unique

value to the Employer of the services of Employee for which the

Employer has contracted hereunder, and because of the confidential

information to be obtained by Employee, as aforesaid, Employee

agrees and covenants as follows:



(A) Employee agrees that after Employee ceases to be

employed by the Employer, Employee will not, directly or indirectly,

for a period of twenty-four (24) months next following such

cessation of employment, solicit business from, divert business

from, or attempt to convert to other methods of performing functions

related to the services provided by the Employer, any client,

account or customer of the Employer which for purposes hereof shall

be defined as client, account or customer having done business with

the Employer on a sole supplier basis at any time during the one (1)

year period immediately preceding the date of the cessation of

Employee's employment by the Employer.



(B) Employee agrees that for a period of twenty-four (24)

months after Employee ceases to be employed by the Employer,

Employee will not, directly or indirectly, solicit for employment or

employ for Employee's own or for anot ...