Sample Business Contracts

Chairman of the Board Agreement - Birch Telecom Inc. and Richard A. Jalkut

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March 22, 2000

Mr. Richard A. Jalkut
27 Captain Theale Road
Bedford, NY 10506

Dear Dick,

On behalf of Birch Telecom, I am pleased and excited to offer you the position
of Non-Executive Chairman of the Board.

The position's term length will be three years if Birch adopts a staggered Board
structure, and one year if it does not. If Birch does not adopt a staggered
Board structure, all terms will be one-year terms.
Additional details of the offer are as follows:

o        An annual retainer fee in the amount of $5,000 and expense
         reimbursement for Board meetings.

o        An initial grant of 30,000 stock options to be made at the exercise
         price of $7.50 per share. This grant has a four-year vesting schedule.

o        An initial grant of 10,000 stock options to occur at the time of an
         Initial Public Offering (exercise at IPO strike price).

o        Yearly grants of 5,000 stock options made each year at the time of the
         annual meeting.

o        You have agreed to purchase $200,000 in common shares at $7.50 per
         share. You agree to execute customary lock-up agreements with
         underwriters in connection with any public offering, and we will grant
         you registration and other rights commensurate with the rights of other
         purchasers of our capital stock.

o        Directors and officers insurance in the amount of $25,000,000.

o        You represent to us that you are an "accredited investor" as defined in
         Regulation D of the Securities Act of 1933 and that you are acquiring
         these shares for investment and without a view to making a


The Board meetings are held on a quarterly basis (typically once in New York,
once in California and twice in Missouri). The remaining board meetings for 2000
are tentatively scheduled for April 26, August 16 and October 25. The upcoming
April 26 Board meeting will be held in New York.

Please indicate your acceptance of this offer by signing both copies in the
space provided. Retain one copy for your records and return the other in the
enclosed envelope for our files. Welcome to Birch, we're very happy to have you


David E. Scott
President and Chief Executive Officer

Offer accepted by:

/s/ Richard A. Jalkut
_____________________                                ________________________
Richard A. Jalkut                                             Date