Employment Agreement

A.

It is the desire of the Company to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

B.

The Executive desires to provide services to the Company on the terms herein provided.

1.

Certain Definitions.

(a)

“ Agreement of Merger ” shall mean the certain Agreement of Merger by and among GTE Corporation, Verizon HoldCo LLC, Paradise MergerSub Inc. and the Company dated May 21, 2004.

(b)

“ Annual Base Salary ” shall have the meaning set forth in Section 3(a) .

(c)

“ Base Case Performance Target ” for an applicable year shall have the meaning set forth on Exhibit B .

(d)

“ Board ” shall mean the Board of Directors of the Company.

(e)

The Company shall have “ Cause ” to terminate the Executive’s employment hereunder upon:

(i)

the Executive’s failure to follow a legal order of the Board, other than any such failure resulting from the Executive’s Disability, and such failure is not remedied within 30 days after receipt of written notice;

(ii)

Executive’s gross or willful misconduct in the performance of duties that causes or is reasonably likely to cause damage to the Company;

(iii)

Executive’s conviction of a felony or crime involving material dishonesty or moral terpitude;

(iv)

Executive’s fraud or, other than with respect to a de minimis amount, personal dishonesty involving the Company’s assets; or

(v)

the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement.

(f)

“ Company ” shall have the meaning set forth in the preamble hereto.

(g)

“ Compensation Committee ” means the Compensation Committee of the Board.

(h)

“ Closing Date ” shall have the meaning set forth in the Agreement of Merger.

(i)

“ Date of Termination ” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death; (ii) if the Executive’s employment is terminated pursuant to Section 4(a)(ii) – (vi)  either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 4(b) , whichever is earlier; (iii) if the Executive’s employment is terminated pursuant to Section 4(a)(vii) or Section 4(a)(viii) , the expiration of the then-applicable Term.

(j)

“ Disability ” shall mean the absence of the Executive from the Executive’s duties to the Company on a full-time basis for a total of six months during any 12-month period as a result of incapacity due to mental or physical illness which is determined to be reasonably likely to extend beyond the completion of the Term and which determination is made by a physician selected by the Executive and acceptable to the Company or the Company’s legal representative (such agreement as to acceptability not to be withheld unreasonably). A Disability shall not be “incurred” hereunder until, at the earliest, the last day of the sixth month of such absence.

(k)

“ Executive ” shall have the meaning set forth in the preamble hereto.

(l)

“ Executive Bonus Plan ” shall have the meaning set forth in Section 3(c) .

(m)

(i) The Executive shall have “ Good Reason ” to resign his employment upon the occurrence of any of the following:

(ii)

The Executive may not resign his employment for Good Reason unless:

(n)

“ Interim Period ” shall have the meaning set forth in Section 3(b) .

(o)

“ Inventions ” shall have the meaning set forth in Section 8 .

(p)

“ Notice of Termination ” shall have the meaning set forth in Section 4(b) .

(q)

“ Outside Closing Date ” shall mean the later to occur of (i) date of termination set forth in Section 10.1 of the Agreement of Merger or (ii) a date selected by the Principal Stockholders in their sole discretion.

(r)

“ Principal Stockholders ” shall mean Carlyle Partners III, L.P. a Delaware limited partnership and its affiliates.

(s)

“ Term ” shall have the meaning set forth in Section 2(b) .

2.

Employment.

(a)

The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b) , in the position set forth in Section 2(c) , and upon the other terms and conditions herein provided.

(b)

The initial term of employment under this Agreement (the “ Initial Term ”) shall be for the period beginning on the Effective Date of this Agreement and ending on the third anniversary thereof, unless earlier terminated as provided in Section 4 . The employment term hereunder shall automatically be extended for successive one-year periods (“ Extension Terms ” and, collectively with the Initial Term, the “ Term ”) unless either party gives notice of non-extension to the other no later than 90 days prior to the expiration of the then-applicable Term.

(c)

Position and Duties .

3.

Compensation and Related Matters.

(a)

Annual Base Salary . During the portion of the Term which follows the Closing Date, the Executive shall receive a base salary at a rate of $450,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to any increase as determined at least annually by the Compensation Committee in its sole discretion (the “ Annual Base Salary ”). Annual Base Salary may be increased, but not decreased, from time to time by the Board.

(b)

Interim Period . During the period between the Effective Date and the Closing Date (“ Interim Period ”),

(c)

Bonuses .

(i)

Annual Performance Bonus . During the Term, the Executive will participate in an annual performance-based bonus plan (“ Executive Bonus Plan ”) established by the Compensation Committee at a target level of $450,000 (“ Target Level ”). Such bonus shall be payable at such time as bonuses are paid to other senior executive officers who participate therein. Notwithstanding the foregoing, with respect to each of the Company’s fiscal years that ends during the Term other than the fiscal years ending December 31, 2004 and December 31, 2005, the amount of the Executive’s annual bonus payable pursuant to such plan shall be determined as set forth on Exhibit A . With respect to the fiscal year ending December 31, 2004, the Executive shall not be entitled to an annual performance bonus under this Section 3(c) . With respect to the fiscal year ending December 31, 2005, the Executive shall be eligible to receive a discretionary bonus based on the achievement of certain performance criteria which shall be mutually agreed on by the Board and the Executive. Notwithstanding anything herein to the contrary, no bonus shall be paid if the Closing Date does not occur prior to the Outside Closing Date.

(ii)

Signing Bonus . The Executive shall receive a lump-sum bonus equal to $300,000 on January 1, 2005, provided that the Executive remains employed by the Company through such date or his employment has been previously terminated without Cause pursuant to Section 4(a)(iv ) or for Good Reason pursuant to Section 4(a)(v) .

(iii)

Closing Bonus . The Executive shall receive a lump-sum bonus equal to $450,000 on the Closing Date, provided that (A) the Executive remains employed by the Company through such date or his employment has been

previously terminated without Cause pursuant to Section 4(a)(iv ) or for Good Reason pursuant to Section 4(a)(v) and (B) on the Closing Date as long as the Executive is employed by the Company on such date, the Executive invests the entire after-tax value of such bonus in shares of Common Stock (as defined below) at a per share cost equal to the per share cost paid by the Principal Stockholders to acquire the Company.

(d)

Equity Participation . During the Term, the Executive shall be entitled to participate in the Stock Option Plan of the Company and on the Effective Date shall be granted options to purchase a percentage of the Company’s common stock (“ Common Stock ”) (such percentage shall be calculated on the Closing Date in a manner agreed upon by the parties and calculated prior to considering any dilution of such stock) at an exercise price per share equal to the per share cost paid by the Principal Stockholders to acquire the Company. During the Executive’s employment with the Company, one-quarter of such stock options shall become vested and exercisable based on the passage of time and three-quarters shall become vested and exercisable based on the Company’s achievement of the performance targets set forth in Exhibit A to the Stock Option Agreement. The grant of stock options shall be governed by the terms of the Stock Option Plan to be adopted by the Company and Stock Option Agreement substantially in the form attached hereto as Exhibit C .

(e)

Benefits . The Executive shall be entitled to participate in all employee benefit plans, programs and arrangements of the Company which are applicable to the senior officers of the Company at a level commensurate with the Executive’s position.

(f)

Relocation Expenses . In accordance with the Company’s applicable relocation plans and policies which shall be reasonably developed by the Executive and the Principal Stockholders, the Company shall reimburse Executive for any of the following expenses incurred by Executive in connection with his relocation from Houston, Texas to Hawaii to the full extent reasonable: (i) travel (including without limitation up to two house hunting trips) and similar related moving expenses and costs of packing, unpacking and transporting personal effects of the Executive and his family, including transportation of the Executive’s automobiles, from his current residence in Houston, Texas to Hawaii, and (ii) real estate broker commission fees on the sale of the Executive’s current Houston, Texas residence limited to 6% of such residence’s sales price, provided that the Executive shall properly account for such expenses in accordance with the Company’s policies and procedures. In the event that the Executive’s employment shall terminate for any reason other than for Cause, the Company shall reimburse Executive (or the Executive’s estate) for all such relocation expenses (as set forth and in accordance with this Section 3(f) including but not limited to up to a 6% real estate broker commission fee (“ Hawaiian Broker Fee ”) paid by the Executive (or the Executive’s estate) on the sale of his Hawaiian residence) incurred by the Executive (or the Executive’s estate) due to his relocation back to the mainland United States at a location of his choice, provided , that if the Executive shall

resign without Good Reason, then the Company shall not reimburse the Executive for the Hawaiian Broker Fee. With respect to any reimbursements paid to the Executive under this Section 3(f) which are taxable to the Executive the Executive shall be entitled to receive an additional payment from the Company in an amount such that, after payment by the Executive of all income taxes imposed on the reimbursements and the additional payment, the Executive would retain an amount equal to such reimbursements.

(g)

Expenses . During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s expense reimbursement policy.

(h)

Personal Travel Expenses . During the Term, the Company shall reimburse the Executive for the reasonable cost of coach roundtrip airline tickets from Hawaii to the mainland United States for the Executive and his spouse and children for up to three personal trips per year.

(i)

Housing Allowance . During the Term, the Company shall pay the Executive a housing allowance at the rate of up to $125,000 per year, pro-rated for partial years, subject to applicable withholding taxes. Such allowance shall be paid in lump-sum or periodically, in accordance with the Company’s policies and procedures and may be applied , inter alia , to pay temporary lodging expenses in Hawaii. In the event the Executive is terminated for any reason other than Cause and as a result of such termination is forced to terminate a one-year term housing lease agreement prior to the expiration of the term of such agreement, the Company shall be solely responsible for any early lease termination fees or costs, provided, however, that in no event shall such fees or costs exceed an amount equal to the total lease payments under the one-year term. With respect to any such allowance paid to the Executive under this Section 3(i) which is taxable to the Executive, the Executive shall be entitled to receive an additional payment from the Company in an amount such that, after payment by the Executive of all income taxes imposed on the housing allowance and the additional payment, the Executive would retain an amount equal to such housing allowance.

(j)

Vacation . During the Term, the Executive shall be entitled to four weeks paid vacation each calendar year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive. Paid vacation for a calendar year that has not been taken by Executive during such calendar year shall carry over to any subsequent period up to a maximum accumulated [eight] weeks.

4.

Termination.

(a)

Circumstances .

(i)

Death . The Executive’s employment hereunder shall terminate upon his death.

(ii)

Disability . If the Executive has incurred a Disability, the Board may give the Executive written notice of its intention to terminate the Executive’s employment. In that event, the Executive’s employment with the Company shall terminate effective on the 30 ^th day after receipt of such notice by the Executiv