AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.6



AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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THIS AGREEMENT made as of the 3rd day of June, 1997, by and between CAIS, Inc., (hereinafter referred to as the "Employer" or the "Corporation"), and Evans K. Anderson (hereinafter referred to as the "Employee").



WITNESSETH:



WHEREAS, the Employer is engaged, inter alia, in the business of providing

----------- Internet services and related activities and operations throughout the United States of America; and



WHEREAS, the Employee is experienced in the operation and marketing of communications services; and



WHEREAS, Employer and Employee heretofore entered into a certain Employment Agreement dated as of February 6, 1997 as amended by that certain First Amendment to Employment Agreement dated June 3, 1997 (together the "Employment Agreement"); and



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, such as OverVoice 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.



WHEREAS, pursuant to Section 4(B)(5) of Exhibit "A" to the Employment Agreement, Employer and Employee agree that they would each respectively cooperate to structure the conferral, vesting and forfeiture provisions of the Employment Agreement to minimize the federal income tax consequences to both such parties; and



WHEREAS, consistent with that intent both Employer and Employee desire hereby to amend and restate the Employment Agreement in its entirety as herein set forth.



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 amend and restate the Employment Agreement in its entirety 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 and General Manager of CAIS to manage the overall business interests of CAIS, to manage the Employer's sales, to develop new business opportunities and to perform such other duties as Employer may from time to time designate.



(B) The Employee's employment hereunder shall commence on or before March 3, 1997 and shall continue for a period of four (4) years thereafter, unless sooner terminated as hereinafter provided.

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.



Employer acknowledges that Employee has an ownership interest in another business, which is operated by another member of Employee's family. Employer agrees that provided that this business does not affect Employee's performance of his duties, responsibilities and obligations under this Agreement, and provided also that such business will not represent, sell or market products or services directly competitive with those currently offered by Employer or by entities currently affiliated with Employer, then Employee may continue his ownership interest in such other business. To the extent such business represents or sells Employer's products or services, or products or services of Employer's affiliates, Employee will not be directly involved on behalf of Employer, or on behalf of entities currently affiliated with Employer, in any business and pricing discussions, negotiations or decisions involving such other business.



4. Limitations Upon Acts of Employee. Employee agrees: (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 or by its General Partner; 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, after Employment Year 1, 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 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 or its General Partner, conviction of a crime involving moral turpitude or requiring imprisonment of Employee, repeated and unexcused absenteeism after reasonable notice from Employer, death of the Employee, or the material breach by Employee of any of Employee's obligations or agreements contained in Sections 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 wages or other compensation previously earned and fully vested and not paid) an amount equal to nine (9) months of the base salary of Employee thereafter.



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, employee information or any other confidential information or 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 employment 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 another's benefit any employee of the Employer.



9. Injunction.

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Should the Employee engage in or perform, either directly or indirectly, any of the acts prohibited in Articles 7 and 8 hereof, it is agreed that the Employer shall be entitled to recover any damages incurred by it as a result of such engagement or violation by Employee in an action at law, and to full injunctive relief, to be issued by any competent court of equity, enjoining and restraining the Employee and each and every person, firm, organization, association, or corporation concerned therein, from the continuance of such violative acts. The provisions of this Article 9 and or Article 8 above shall expressly survive any termination or other expiration of this Agreement.



10. Non-Assignability.

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The Employee shall have no right to assign this Agreement, or any of his or her rights or obligations hereunder, to another party or parties. Employer shall have the right to assign this Agreement to any successor entity provided that such entity agrees to assume all of Employer's obligations hereunder.



11. Law Applicable.

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This Agreement shall be construed in accordance with the laws of the District of Columbia.

12. Non-Waiver of Breach.

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No waiver by the Employer of any breach of any covenant or obligation hereof on the part of the Employee to be kept and performed shall be considered to be a waiver of any such covenant or provision, or of any future breach thereof.



13. Arbitration.

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Except as herein otherwise provided, any claim or controversy arising out of or relating to this Agreement or any breach hereof shall, upon the request of either the Employer or Employee, be submitted to and settled by arbitration in accordance with the rules of the American Arbitration Association then in effect. Any decision made pursuant to such arbitration shall be binding and conclusive upon the Employer and the Employee and judgment upon such decision may be entered in any court having jurisdiction thereof. This Section 13 shall not apply with respect to any breach or threatened breach of Section 7 or 8.



14. Entire Agreement.

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