AGREEMENT by and between Log On America, Inc., a Delaware corporation (the "Company"), and Charles
F. Cleary (the "Executive"), dated as of the 30th day of December 1999.
1. Employment Period. (a) The Company hereby agrees to employ the Executive, and the Executive hereby
agrees to remain in the employ of the Company, pursuant to the terms and conditions set forth in this Agreement,
for the period commencing January 10, 2000 (the "Commencement Date") and ending on the second anniversary
of the Commencement Date (the "Employment Period"), unless the Executive's employment terminates earlier
pursuant to Section 4 of this Agreement.
(b) The contract shall be automatically extended for successive one (1) year periods unless either party gives one
hundred and twenty (120) days advance written notice prior to the end of the original Employment Period or any
2. Position and Duties.
(a) During the Employment Period, the Executive shall be employed as the Chief Operating Officer ("COO") of
the Company. In addition, the Executive shall be nominated to the Board of Directors of the Company. The
Executive shall have such powers and perform such duties as are customary for a COO at the Company and
from the Commencement Date shall report solely to the Chief Executive Officer ("CEO") and the Board of
Directors, or an executive committee thereof at the Board of Director's direction. Executive's job description is
attached hereto as Exhibit A.
(b) During the Employment Period, and excluding any periods of vacation, holiday, personal leave and sick leave
to which the Executive is entitled, the Executive shall devote the Executive's full business time, attention and ability
to the business and affairs of the Company
and shall use the Executive's best efforts to carry out the Executive's responsibilities faithfully and efficiently in a
professional manner. It shall not be considered a violation of the foregoing for the Executive to (a) serve on