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Sectors: Computer Software and Services, Internet
Effective Date: October 02, 1998
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This Assignment and Assumption Agreement and Release (this "Agreement") is made as of October 2, 1998 by and among CAIS, Inc., a Virginia corporation, Cleartel Communications, Inc., a District of Columbia corporation (together referred to as "Assignors"), CGX Communications, Inc., a Delaware corporation ("Assignee"), and William M. Caldwell, IV ("Employee").



1. Assignors are party to a certain employment agreement (the "Employment

Agreement") dated as of September 8, 1997 between Assignors and

2. Pursuant to the Employment Agreement, Assignors granted to Employee

certain options to purchase limited partnership interests in CAIS

Limited Partnership and Cleartel Communications Limited Partnership

(the "Partnerships"), or, in the event that the Partnerships are

merged into Assignee, options to purchase shares of Assignee (the

"Options"). In addition, Assignors separately agreed to grant Employee

a limited partnership interest in CAIS Limited Partnership.

3. Simultaneously herewith, Assignors and Assignee are consummating

certain transactions whereby Assignors will become wholly owned

subsidiaries of Assignee (the "Restructuring").

4. In connection with the Restructuring, Assignors desire to assign all

of their rights and obligations under the Employment Agreement to

Assignee, and Assignee desires to assume all of Assignors' rights and

obligations under the Employment Agreement, subject to and in

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