<PAGE>
[Logo]
TO: Peter Jarrett
FROM: Robert DePasqua
RE: Separation Agreement
DATE: 5/17/2000
-------------------------------------------------------------------------------
As a result of your appointment to the Operations Committee, the following
separation agreement is now included in your benefits package.
In the event that the Company terminates your employment for any reason other
than "cause", you will be entitled to the following separation package:
- You will be notified in writing that your employment is being terminated.
An effective date will be identified.
- You will receive three months salary continuation, from the effective
date, during which:
- You will remain an employee on "inactive" status whereby your benefits
will continue as usual,
- You will no longer be present at the Company,
- Your stock options will continue to vest as usual,
- You will be provided with Outplacement Services at a cost not
to exceed $10,000.
- Your employment with the Company will terminate at the completion of your
three months of salary continuation. Your last paycheck will include earned,
unused vacation time in accordance with Company policy.
- From your date of termination, you will have the option of continuing
your medical and dental coverage through COBRA for up to 18 months. For the
first 3 months of COBRA, if you (and your eligible dependents) are uninsured,
Focal will pay the entire premium cost. Beginning with the fourth month, you
will be responsible for the entire premium.
- To receive this separation package, you will be required to sign a
document that releases Focal from any liability with regard to your
employment.
