AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                   -----------------------------------------

  THIS AGREEMENT made effective for all purposes as of the 8th day of September,
1997, by and between CAIS, Inc. and Cleartel Communications, Inc., (hereinafter
jointly referred to as the "Employer"), and William M. Caldwell, IV (hereinafter
referred to as the "Employee").

  WITNESSETH:

  WHEREAS, the Employer is engaged, inter alia, in the business of providing
                                    -----------                             
Internet services, communications services and related activities and operations
throughout the World including the United States of America; and

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

  WHEREAS, Employer and Employee heretofore entered into a certain Employment
Agreement (the "Employment Agreement") dated as of September 8, 1997; and

  WHEREAS, pursuant to Section 3(B)(5) of Exhibit "A" to the Employment
Agreement, Employer and Employee agreed 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 hereinafter 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.
     ------------------------------

     (A)  The Employer does hereby employ the Employee in the capacity of Vice-
Chairman of Cleartel and CAIS to assist in management of Employer's businesses,
to develop new business opportunities and to perform such other duties as
Employer may from time to time designate. Employer reserves the right during the
term of this Agreement to change the capacity in which Employee is employed as
well as the duties which the Employee is required to perform for the Employer,
provided that the duties to be performed by Employee are substantially similar
to the duties and responsibilities contemplated by this agreement. The parties
agree that in the event that Cleartel and CAIS are combined into a single
successor entity ("CGX"), that the rights and obligations of this Agreement
shall be assigned to CGX, which shall become the Employer for all purposes
hereunder, and Employee shall be employed in the capacity of Vice-Chairman of
CGX.
<PAGE>
 
     (B)  The Employee's employment hereunder commences as of September 8, 1997
and shall continue for a period of four (4) years thereafter, unless sooner
terminated as hereinafter provided.

  2. Compensation of Employee.
     -------------------------

     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.
     --------------------

     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 is not restricted from ownership in passive investments and from
other passive activities that do not interfere with duties to be performed by
Employee under this Agreement.  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:
     ----------------------------------                  

     (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 such information and fully advise
the Employer when requested, 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 in Employee's business
judgment 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 and lawful policies of Employer as so determined.
<PAGE>
 
     Termination of Employment.
     ------------------------- 

          (A) 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 thirty (30) 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 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 Sections 7 or 8
below, or the making of any representation or warranty pursuant to Article 6
hereinbelow which shall prove to be materially 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 (i) six (6) months of the base salary of Employee if
termination occurs during the first twelve months of the term hereof, or (ii)
nine (9) months of the base salary of Employee thereafter.

          (B) If Ulysses G. Auger, II, for reasons other than his illness,
incapacity or death, no longer is involved in the management of Employer, then
Employee shall have the option to resign from his employment with Employer, and
in such event no severance pay shall be due from Employer to Employee.

 

     6.   Employee's Representations.
          ---------------------------

          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 material 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.
<PAGE>
 
     7.   Trade Secrets.
          --------------


          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, unless such information is generally known
to the public or unless employee is required to disclose same pursuant to a
valid court order. This provision shall expressly survive any termination or
other expiration of this Agreement.

 

     8.   Agreement Not to Compete.
          -------------------------

          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 (l) year period immediately
preceding the date of the cessation of Employee's employment by the Employer.

                (B)  Employee agrees that for the same period after Employee
ceases to be employed by Employer as specified in Article 8(A) above, Employee
will not, in any part of the United States of America, directly or indirectly
undertake employment with, or to be associated with, as owner, partner, joint
venturer, stockholder, employer, employee, agent or contractor, or in any other
manner be connected or identified either directly or indirectly with, any
person, business, organization, firm, association or corporation which shall
actively solicit or attempt to solicit or do business with any of the Employer's
clients, accounts or customers as defined in Article 8(A) above.

                (C)  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.
<PAGE>
 
                (D) If Employer exercises its rights under Article 5(A) to
terminate the Employee without cause after Employment Year 1, the Employee will
be bound by the restrictions contained in Articles 8(A), (B) and (C) only for
the duration of his severance pay period provided for in Article 5(A).

 

     9.   Injunction.
          -----------

          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.
          ----------------- 

          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;
provided, however, that with the prior written consent of Employer, which
consent shall not be unreasonably withheld, and if not inconsistent with any
applicable statute, regulation, or contractual or other obligation of Employer
or Employee (e.g., any restrictions contained in a partnership or shareholders
agreement), Employee shall have the right to assign or otherwise transfer any
vested equity ownership interest in Employer to a trust or similar legal entity
of Employee's designation. 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.
          ---------------

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

     12.  Non-Waiver of Breach.
          ---------------------

          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.
<PAGE>
 
     13.  Arbitration.
          ----------- 

          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. The arbitrator
shall be entitled to make any award, including an award for punitive damages,
that the arbitrator shall determine is appropriate. This Section 13 shall not
apply with respect to any breach or threatened breach of Section 7 or 8.

     14.  Entire Agreement.
          -----------------

          This instrument contains all of the agreements and understandings
between the parties hereto with respect to the employment of the Employee by the
Employer, and no oral agreements or written correspondence shall be held to
affect the provisions hereof and shall be binding upon Employer's successors and
assigns. All subsequent changes and modifications, to be valid, shall be by
written instrument executed by the Employer and the Employee.
 
     IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed
on its behalf by its duly authorized officers and the Employee has hereunto set
his hand and seal, all done on the day and in the year first hereinabove
written.

                                       EMPLOYER:
                                       -------- 

ATTEST:                                CLEARTEL COMMUNICATIONS, INC.

  /s/ Evans K. Anderson                By:   /s/ Ulysses G. Auger, II (SEAL)
-----------------------                ------------------------------       
                                       Name:  Ulysses G. Auger, II
                                       Title:  Chief Executive Officer

                                       EMPLOYER:
                                       -------- 

ATTEST:                                CAIS, INC.

  /s/ Evans K. Anderson                By:   /s/ Ulysses G. Auger, II (SEAL)
-----------------------                 ---------------------------       
                                       Name:  Ulysses G. Auger, II
                                       Title:  Chief Executive Officer

                                       EMPLOYEE:
                                       -------- 

/s/ Evans K. Anderson                  /s/ William M. Caldwell, IV    (SEAL)
-----------------------                ----------------------------
                                       William M. Caldwell, IV
<PAGE>
 
                                  EXHIBIT "A"
                                  -----------
                                        
                                  COMPENSATION
                                  ------------

     1.   Base Compensation.  During the term of the Agreement, Employee shall
          -----------------                                                   
receive a base salary of $175,000.00 per Employment Year. Base salary shall be
paid during an Employment Year in twenty-six (26) equal installments, less
applicable social security and withholding taxes.  Employee's base salary will
be subject to such periodic increases as may be determined by the Employer.

     2.   Employee Benefits.  Employer shall reimburse Employee for all expenses
          -----------------                                                     
reasonably incurred by him in the performance of his duties hereunder, with such
reimbursement to be made upon submission by Employee of itemized statements and
receipts in form reasonably satisfactory to Employer.  Employee shall be
entitled to such amount of vacation as is normal and usual for an executive of
his position with the Employer and shall be eligible to participate in all
hospitalization, 401k Plan, insurance and other employee benefit plans for non-
union executive employees which may be maintained wholly or partially funded by
Employer.

     3.   Equity Incentive Compensation.
          ------------------------------

          (A)     Option to Acquire Equity Interest.

                  (1) Subject to the vesting and forfeiture provisions set forth
below, as an inducement to entering into this Agreement, Employee is hereby
granted an option to purchase: (1) a limited partnership interest in CAIS
Limited Partnership equal to 14% of the total limited partnership interest in
CAIS Limited Partnership and a limited partnership interest in Cleartel
Communications Limited Partnership equal to 14% of the total limited partnership
interest in Cleartel Communications Limited Partnership, or, in the event that
Cleartel and CAIS are combined into a single successor entity ("CGX"), (2) a
limited partnership/stock interest (as applicable) in CGX equal to 14% of the
total limited partnership/stock interest in CGX. Such 14% interest, subject to
adjustment as provided in sections 3(A)(2), below, shall hereafter be referred
to as the Target Equity Percentage ("TEP"). The purchase price for the TEP
limited partnership/stock interest shall be one million six hundred eighty
thousand Dollars ($1,680,000). The option is exercisable by Employee (or his
estate) in whole (but not in part) by written notice to Employer at any time
after the date hereof, provided that at the time of exercise the Employee is an
employee of the Employer (or the Employee was an employee of the Employer at the
time of his death). Such limited partnership/stock interest(s) shall be issued
to Employee subject to the terms and conditions of limited
partnership/shareholders (as applicable) agreement(s) on terms no less favorable
than those enjoyed by other limited partners/stockholders (as applicable) of
CAIS Limited Partnership and Cleartel Communications Limited Partnership or of
CGX under such limited partnership/shareholders (as applicable) agreement(s).
Employee's existing one percent (1%) interest in CAIS Limited Partnership shall
be disregarded for purposes of this Agreement and shall not be affected by or
governed by the terms of this Agreement.

                  Employee acknowledges that in the event that all or any
portion of the limited partnership/stock interest of any other CAIS/Cleartel or
CGX equity holder is forfeited
<PAGE>
 
for any reason, such interest shall not be allocated pro-rata to all remaining
CAIS/Cleartel or CAIS equity holders, but rather shall be allocated exclusively
to Ulysses G. Auger Sr. and Ulysses G. Auger, II.

                  (2) Adjustment of TEP - Acquisition/Merger/Capital Investment.
The parties further agree that in the event and to the extent CAIS/Cleartel or
CGX is acquired by, merges with or is otherwise combined with another entity
that is not controlled by the parties that currently control the equity of CAIS
and Cleartel, or receives outside capital investment through a private placement
and/or public offering of the stock or debt instrument of CAIS/Cleartel or CGX,
or the stock or debt instrument of any successor entity, then thereafter
Employee's TEP limited partnership/stock interest (and his option to purchase
same, if not previously exercised) will be reduced on the same basis and in the
same proportions as all other shareholders/limited partners except as otherwise
provided elsewhere in this Agreement.

          (B)  Vesting and Forfeiture of Equity Interest.
               ----------------------------------------- 

                  (1)    Normal Vesting.

                         a.  The first 50% of Employee's TEP limited
partnership/stock interest shall become fully vested at the end of Employment
Year 3 provided that Employee then remains employed by the Employer. Except as
provided otherwise herein, should Employee not remain employed by the Employer
at the end of Employment Year 3, the Employer shall have the right and option to
reacquire from Employee and Employee shall be obligated to sell to the Employer
all non-vested TEP limited partnership/stock interest previously acquired by the
Employee upon payment to Employee of an amount equal to the Purchase Price paid
by Employee for such interest.

                         b.  The second 50% of Employee's TEP limited
partnership/stock interest shall become fully vested at the end of Employment
Year 4 provided that Employee then remains employed by the Employer. Except as
provided otherwise herein, should Employee not remain employed by the Employer
at the end of Employment Year 4, the Employer shall have the right and option to
reacquire from Employee and Employee shall be obligated to sell to the Employer
all non-vested TEP limited partnership/stock interest previously acquired by the
Employee upon payment to Employee of an amount equal to the Purchase Price paid
by Employee for such interest.

                  (2)    Accelerated Vesting.

                         a.   In the event and to the extent the Employee, prior
to the end of Employment Year 3, achieves or exceeds Employer's goal of raising
debt and/or equity of $150 million, and provided that the fees and expenses
directly attributable to raising such funds are (i) less than or equal to 8% of
the funds so raised or (ii) less than or equal to 10% of the funds so raised in
the case of funds raised through an initial public offering of Employer's stock,
then the first 50% of Employee's TEP limited partnership/stock interest shall
become fully vested upon receipt of such funds by the Employer, and the second
50% of Employee's TEP limited partnership/stock interest shall become fully
vested at the end of Employment Year 4 provided
<PAGE>
 
that the Employee then remains employed by the Employer.

                         If, prior to the vesting dates set forth in
subparagraph 3(B)(1), a merger or a sale of substantially all of CAIS/Cleartel's
or CGX's assets occurs that results in the removal of current management or a
change of ownership control of CAIS from current ownership control, then the
vesting of Employee's TEP limited partnership/stock interest will accelerate and
become effective as of one day prior to the effective day of such merger or
sale; provided, however, that in the event that an Initial Public Offering of
the stock of CAIS, Cleartel or CGX occurs prior to the end of Employment Year 2,
and provided that Employee then remains employed by the Employer, then the first
75% of Employee's TEP limited partnership/stock interest shall vest one day
prior to the first date of such Initial Public Offering, and the remaining 25%
of Employee's limited partnership/stock interest shall vest at the end of
Employment Year 4 provided that Employee then remains employed by the Employer,
and otherwise such interest shall be forfeited and revert back to the Employer.

                         Employer and Employee agree that in the event that
Cleartel's Operator Services business is spun off into a separate entity,
Employee's pro-rata equity interest in such spun off entity shall be reduced in
conjunction with the formation of such entity on the same basis and in the same
proportions as are the equity interests of all other CAIS/Cleartel
shareholders/limited partners. Employer and Employee agree that the formation of
such spun off entity, even if undertaken in conjunction with unrelated entities,
shall not trigger the accelerated vesting provisions of subparagraph 3(B)(2)(b).
Any event as described in subparagraph 3(B)(2)(b) occurring subsequent to the
formation of the spun off entity and affecting only such spun off entity shall
trigger the accelerated vesting provisions of subparagraph 3(B)(2)(b) only with
respect to Employee's interest in the spun off entity, and shall not trigger the
accelerated vesting provisions of subparagraph 3(B)(2)(b) with respect to
Employee's interest in the CAIS/Cleartel or CGX entity.

                  (3) Employee's rights with respect to any non-vested portion
of any TEP limited partnership/stock interest previously purchased pursuant to
the option granted herein, shall immediately terminate upon termination of
Employee's employment hereunder for any reason other than the following
circumstance:

                         If, prior to the end of Employment Year 2, and prior to
full vesting of Employee's TEP limited partnership/stock interest, (i) Employee
is terminated by Employer for a reason other than for good cause, or (ii)
Employee elects to resign from and terminate his employment with Employer
pursuant to and consistent with the terms of Article 5(B) of this Employment
Agreement, then in either such event 50% of any non-vested portion of Employee's
TEP limited partnership/stock interest shall thereupon be and be deemed to be
fully vested.

                         If, subsequent to the End of Employment Year 2 but
prior to the end of Employment Year 4, and prior to full vesting of Employee's
TEP limited partnership/stock interest, (i) Employee is terminated by Employer
for a reason other than for good cause, or (ii) Employee elects to resign from
and terminate his employment with Employer pursuant to and consistent with the
terms of Article 5(B) of this Employment Agreement, then in either such event
any non-vested portion of Employee's TEP limited partnership/stock interest
<PAGE>
 
shall thereupon be and be deemed to be fully vested.

                  (4)   Upon request by Employer, Employee shall execute
amendment(s) to Employer's limited partnership agreement or shareholders
agreement(s), as applicable, containing such reasonable terms and conditions as
may be required by the Employer, and on terms no less favorable than those
enjoyed by other limited partners/stockholders under such agreement(s).

                  (5)   Within the above parameters, the parties agree to
cooperate to structure the conferral, vesting and forfeiture provisions with
respect to Employee's limited partnership/stock interest, so as to minimize the
federal income tax consequences to both the Employer and Employee of such
provisions.

          (C) Purchase of Employee's Vested Partnership/Stock Interest in the
              ---------------------------------------------------------------
Event of Termination of Employment  Where Employer has Remained a Privately 
---------------------------------------------------------------------------
Held Limited Partnership or Corporation.
----------------------------------------

                  (1)   Upon Employee's termination of employment with Employer
for any reason (including without limitation, termination upon expiration of the
term hereof), other than death of Employee, and provided that the Employer at
the time of such termination remains a privately held limited partnership or
corporation, the Employer shall have the option, but not the obligation, to
purchase, and Employee shall be obligated upon exercise of such option by the
Employer, to sell, all of the Employee's limited partnership/stock interests in
the Employer, if any, theretofore acquired by Employee pursuant to the option
granted under this Agreement and fully vested in Employee. The purchase price of
such partnership/stock interest shall equal Employee's Proportionate Share
(defined below) of the Incremental Value (defined below) of the Employer. For
purposes of this subsection 3(C)(1), the term "Employee's Proportionate Share"
shall mean and refer to the percentage of limited partnership/stock interest
which has been earned by Employee and fully vested under the terms of this
Agreement as of the date of Employee's termination of employment. For purposes
of this subsection 3(C)(1), the term "Incremental Value" shall mean the positive
difference between (a) the Employer's net worth as of the last day of the
Employer's fiscal year immediately preceding Employee's commencement of
employment hereunder, and (b) the Employer's net worth as of the last day of the
Employer's fiscal year for the fiscal year that includes the date that is 180
days after the date of Employee's termination of employment with Employer. For
purposes of this provision, the determination of Employer's outside accountant
as to the Employer's net worth shall be binding on both parties. The purchase
price, as so determined, shall be paid in cash at the time of transfer and
assignment of the limited partnership/stock interests. Closing on such purchase
shall occur on a date designated in writing by Employer to the Employee which
date must be within twelve (12) months after the last day of the Employer's
fiscal year for the fiscal year that includes the date that is 180 days after
the date of Employee's termination of employment with Employer.

                  (2)   Upon Employee's termination of employment with Employer
due to the death of Employee, and provided that Employer at the time of such
termination remains a privately held limited partnership or corporation,
Employer shall have the option, but not the obligation, to purchase, and the
executor, administrator or personal representative of the deceased
<PAGE>
 
Employee shall be obligated upon exercise of such option by the Employer, to
sell, all of the Employee's limited partnership/stock interests in the Employer,
if any, theretofore acquired by Employee pursuant to the option granted under
this Agreement and fully vested in Employee. The purchase price of such limited
partnership/stock interests shall equal Employee's Proportionate Share (defined
below) of the Incremental Value (defined below) of the Employer. For purposes of
this subsection 3(C)(2), the term "Employee's Proportionate Share" shall mean
and refer to the percentage of limited partnership/stock interest which has been
earned by Employee and fully vested under the terms of this Agreement as of the
date of Employee's death. For purposes of this subsection 3(C)(2), the term
"Incremental Value" shall mean the positive difference between (a) the
Employer's net worth as of the last day of the Employer's fiscal year
immediately preceding Employee's commencement of employment hereunder, and (b)
the Employer's net worth as of the last day of the Employer's fiscal year
immediately preceding the date of Employee's death. For purposes of this
provision, the determination of Employer's outside accountant as to the
Employer's net worth shall be binding on both parties. The purchase price, as so
determined, shall be paid in cash at the time of transfer and assignment of the
limited partnership/stock interests. Closing on such purchase shall occur on a
date designated in writing by Employer to the executor, administrator or
personal representative of the deceased Employee, which date must be within
twelve (12) months after the date of Employee's death.

Source: OneCLE Business Contracts.