EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement” ) is made as of the 1st day of January, 2005 (the “ Effective Date” ) by and between Acceris Communications Inc., a Florida corporation (the “ Company ”), and Eric S. Lipscomb (“ Executive ”).

The Executive is skilled in business and financial matters and possesses knowledge of the business, products and operations of the Company. The parties hereto believe that it is in their respective interests to enter into an employment agreement whereby, for the consideration specified herein, Executive shall provide the services specified herein. Certain definitions are set forth in Section 7 of this Agreement.

The parties hereto agree as follows:

(a) Employment Period . The Company agrees to employ Executive and Executive accepts such employment for the period (the ‘ Employment Period” ) beginning as of the Effective Date and ending upon (a) the first anniversary of the Effective Date or (b) such earlier date upon which the employment of the Executive shall terminate in accordance with Section 2 herein (the date of termination being hereinafter called the “ Termination Date”) . The Employment Period may be extended by written agreement of the parties hereto. Any employment of Executive by the Company following the expiration of the Employment Period shall be “at will” and may be terminated by the Company at any time without any liability other than the payment of any base salary and earned bonus through the effective date of termination.

(b)   Position and Duties .

(i)   During the Employment Period, Executive shall serve as the Vice President of Accounting, Controller and Chief Accounting Officer of the Company and the Executive shall report to the Chief Financial Officer of the Company. Executive shall perform all duties and shall have all powers which are commonly incident to his office as well as all powers that are delegated to Executive by the Chief Financial Officer.

(ii)   Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, except for permitted vacation periods in accordance with the Company’s policy, periods of illness or other incapacity, and reasonable time spent with respect to civic and charitable activities, provided that none of such activities shall materially interfere with Executive’s duties to the Company or its Subsidiaries.

(c)   Salary. Bonus and Benefits .

(i)   During the Employment Period, the Company will pay Executive a base salary at the rate of $150,000 per annum (the “ Annual Base Salary”) . The Annual Base Salary shall be paid in such installments as is the policy of the Company with respect to executive officers of the Company.

(ii)   Commencing with the Effective Date, Executive shall be eligible for a discretionary annual bonus of up to twenty-five percent (25%) of Executive’s Annual Base Salary (the “Bonus”). The amount of any Bonus to be awarded shall be determined pursuant to the Acceris Management System, based on performance criteria established at the beginning of each fiscal year, and the timing of such award and the payment of any such Bonus shall be consistent with the practice of the Company.

(iii) Executive shall be entitled to participate in all employee stock option, pension and welfare benefit plans, programs and practices maintained by the Company for its employees generally in accordance with the terms of such plans, programs and practices as in effect from time to time, and in any other insurance, pension, retirement or welfare benefit plans, programs and practices which the Company generally provides to its executives from time to time.

(d)   Expenses . The Company shall pay, or reimburse the Executive (at the Company’s option), in accordance with policies established by the Company, for all reasonable and necessary expenses and other disbursements incurred by the Executive for or on behalf of the Company in the performance of his duties hereunder, including, without limitation, travel on behalf of or in connection with his services for the Company in a manner customary for the Company’s senior executives, including food and lodging expenses while the Executive is away from home performing services for the Company.

(e)   Workplace and Work Schedule . Executive’s workplace shall be the Company’s office in Pittsburgh, Pennsylvania. Executive shall be entitled to such holidays as are established by the policies of the Company. Executive shall be entitled to three (3) weeks (or more, in accordance with the Company’s vacation policy) of vacation per year, which may be taken in various periods, subject to the Company’s needs.

(a)   Death or Disability . The Company may terminate the Executive’s employment hereunder due to the Executive’s death or Disability. If the Executive dies during the Employment Period, the Termination Date shall be deemed to be the date of the Executive’s death.

(b)   Cause . The Company may terminate the employment of Executive hereunder at any time for Cause (such termination being referred to herein as a “ Termination for Cause” ) by giving the Executive written notice of such termination, with such termination to take effect as of the date of such notice.

(c)   Without Cause . The Company may terminate the employment of the Executive at any time during the Employment Period without Cause by giving the Executive written notice of such termination, with such termination to take effect as of the date of such notice.

(d)   Good Reason , Executive may terminate his employment hereunder for Good Reason by providing written notice to the Company within 45 days of his knowledge of the event constituting Good Reason. Notwithstanding the foregoing provisions to the contrary, in no event shall the Executive terminate his employment hereunder for Good Reason without providing the Company with at least fifteen (15) days’ prior written Notice of Termination given by the Executive to the Company and an opportunity for the Company to cure within that fifteen (15) day period the Good Reason which the Executive believes provides him with grounds to terminate his employment.

(e)   Notice of   Termination . Any termination pursuant to this Section 2 shall be communicated to Executive or the Chief Financial Officer, as applicable, by Notice of Termination.

(a)   Death or Disability . Upon the termination of Executive’s employment hereunder due to death or Disability pursuant to Section 2(a) , neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive (i) the unpaid portion, if any, of the Annual Base Salary provided for in Section 1 , computed on a pro rata basis to the Termination Date (based on the actual number of days elapsed over a year of 365 or 366 days, as applicable), (ii) the unpaid portion, if any, of the Bonus and (iii) reimbursement for any expenses for which Executive shall not have been reimbursed as provided for in Section 1 (such amounts being collectively referred to as “ Accrued Compensation”) .

(b)   Cause . Upon a termination of Executive’s employment hereunder by the Company for Cause pursuant to Section 2(b) , neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive (i) the unpaid portion, if any, of the Annual Base Salary provided for in Section 1 , computed on a pro rata basis to the Termination Date (based on the actual number of days elapsed over a year of 365 or 366 days, as applicable) and (ii) reimbursement for any expenses for which the Executive shall not have been reimbursed as provided for in Section 1 .

(c)   Without Cause . Upon a termination of Executive’s employment hereunder by the Company without Cause pursuant to Section 2(c) , neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive:

(i)   any Accrued Compensation;

(ii)   off payroll, an amount equal to the amount of the Annual Base Salary, payable in accordance with Section 1 ( c)(i) , Executive would have received for the period commencing on the Termination Date and ending six months after the Termination Date; and

(iii) provided that Executive has met, as of the Termination Date, the performance criteria established with respect to the Bonus for the fiscal year in which the Termination Date occurs, the pro rata portion of the Bonus for such fiscal year (based on the actual number of days elapsed from the beginning of the fiscal year to the Termination Date), the timing of the payment of any such Bonus to be consistent with the past practice of the Company.

(d)   Upon a termination of the Executive’s employment hereunder by the Executive for Good Reason pursuant to Section 2(d) , neither the Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive:

(i) any Accrued Compensation; and

(ii)   off payroll, an amount equal to the amount of the Annual Base Salary, payable in accordance with Section 1(c)(i) , Executive would have received for the period commencing on the Termination Date and ending six months after the Termination Date.

(e)   Release .   Executive acknowledges and agrees that the payments provided for in Sections 3(c)(ii) and 3(d)(ii ) constitute liquidated damages for any claim of breach of contract under this Agreement as it relates to termination of his employment during the Employment Period without Cause pursuant to Section 2(c ) or with Good Reason pursuant to Section 2(d) . Notwithstanding the foregoing, if Executive is entitled to the payments set forth in Section 3(c)(ii ) or Section 3(d)(ii ) of this Agreement, Executive shall execute and agree to be bound by an agreement, in form and substance satisfactory to the Company (the “Release”), relating to the waiver and general release of any and all claims arising out of or relating to Executive’s employment and termination of employment, and the Company shall have no obligation to make the payments contemplated under Section 3(c)(ii ) or Section 3(d)(ii) , as the case may be if Executive fails to execute such Release or seeks to revoke such Release. In addition, if Executive should violate or threaten to violate the terms of Section 4 of this Agreement, the continuing obligations of the Company to make the payments contemplated under Section 3(c)(ii ) or Section 3(d)(ii) , as the case may be, shall immediately terminate.

(f)   Mitigation . Notwithstanding the foregoing and subject to the limitations on competition hereunder, the amount of any payment by the Company provided for in Section 3(c)(ii ) or Section 3(d)(ii) , as the case may be, shall be reduced by the amount of any compensation earned by the Executive from a competitor of the Company or any Subsidiary during the period such payment is to be made by the Company.

Section 4.   Confidentiality .

(a)   Executive agrees that at all times, both during and for two years after Executive’s employment by the Company, Executive w