IXL ENTERPRISES INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>g67873ex10-5.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>   1
                                                            EXHIBIT 10.5

                          EMPLOYMENT AGREEMENT BETWEEN
                   IXL ENTERPRISES, INC., AND MICHAEL J. CASEY

         This Agreement is made as of this 31st day of July 2000, by and between
iXL Enterprises, Inc. ("iXL") and Michael J. Casey ("Employee"). As the
Employee's services are expected to be very valuable to iXL, iXL is employing
the Employee on the terms set forth in this Agreement and its Appendices (which
are a part of this Agreement).

         In recognition of the highly competitive nature of iXL, the need for
clients to communicate confidences to iXL, the obligation of iXL to maintain the
confidentiality of information relating to its clients to which iXL and its
employees may become privy during the ordinary course of iXL's business, and the
proprietary nature of iXL's technology and research and development, as a
condition to Employee's employment with iXL, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties, the parties agree as follows (all pronouns or any variations
thereof contained in this Agreement refer to the masculine, feminine or neuter,
singular or plural, as the identity of the Employee may require):

1.       TRADE SECRETS AND CONFIDENTIAL INFORMATION.

         The Employee agrees that iXL is engaged in the highly competitive
business of providing Internet professional services, including Internet
strategy consulting and the development of comprehensive Internet-based business
solutions. iXL's involvement in this business has required and continues to
require the expenditure of substantial amounts of money and the use of skills
developed over a long period of time. As a result of these investments of money,
skill and time, iXL has developed and will continue to develop certain valuable
Trade Secrets and Confidential Information that are peculiar to iXL's business
and the disclosure of which would cause iXL great and irreparable harm.

                  (a)      The term "Trade Secrets" means any scientific or
technical information, design, process, procedure, formula or improvement that
is valuable and not generally known to iXL's competitors. To the fullest extent
consistent with the foregoing, and otherwise lawful, Trade Secrets shall
include, without limitation, information and documentation pertaining to the
design, specifications, capacity, testing, installation, implementation and
customizing techniques and procedures concerning iXL's present and future
products and services. This includes, but is not limited to:

                           (i)      software (including source and object code),
algorithms, inventions, designs, concepts, discoveries, improvements, computer
processing systems, techniques, methodologies, formulas, processes, compilations
of information, data, models, photographs, know-how, machines, plans,
techniques, user documentation, functional overviews, screen layouts, report
layouts, processing flow charts and other work products, drawings, proposals,
job notes, reports, records, and specifications, whether the foregoing have been
developed by or for iXL or otherwise obtained by iXL;


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<PAGE>   2

customer or referral lists, agreements, prospects, strategies, plans, records,
files, or other similar information;

                           (ii)     project agreements, product agreements,
service agreements, sales contracts, licenses, negotiations, strategies, plans,
records, or files;

                           (iii)    iXL policy and operating manuals or
procedures, workflow systems, product-design processes and systems and
strategies for providing services;

                           (iv)     iXL performance or financial statements or
other such information;

                           (v)      product, application and service price
lists, forms, contracts, marketing or other research and development data and
the results thereof or related information; and

                           (vi)     product, application and service testing or
evaluation results or similar information.

                  (b)      The term "Confidential Information" means any data or
information and documentation, other than that which is a Trade Secret, which is
valuable to iXL and not generally known to the public, including but not limited
to:

                           (i)      financial information, including but not
limited to earnings, assets, debts, prices, fee structures, volumes of purchases
or sales, or other financial data, whether relating to iXL generally, or to
particular products, services, geographic areas, or time periods;

                           (ii)     supply and service information, including
but not limited to information concerning the goods and services utilized or
purchased by iXL, the names and addresses of suppliers, terms of supplier
service contracts, or of particular transactions, or related information about
potential suppliers, to the extent that such information is not generally known
to the public, and to the extent that the combination of suppliers or use of
particular suppliers, though generally known or available, yields advantages to
iXL the details of which are not generally known;

                           (iii)    marketing information, including but not
limited to details about ongoing or proposed marketing programs or agreements by
or on behalf of iXL, marketing forecasts, results of marketing efforts or
information about impending transactions;

                           (iv)     personnel information, including but not
limited to employees' personal or medical histories, compensation or other terms
of employment, actual or proposed promotions, hiring, resignations, disciplinary
actions, terminations or reasons therefore, training methods, performance or
other employee information; and customer information, including but not limited
to any customer proposals or agreements between customers and iXL, status of
customer accounts or credit, or related information about actual or prospective
customers.


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<PAGE>   3

         2.       OWNERSHIP.

         Any and all inventions, discoveries, improvements, or creations
(collectively, "Creations") which the Employee has conceived or made or may
conceive or make during the period of employment that are connected with iXL,
shall be the sole and exclusive property of iXL. The Employee agrees that all
copyrightable or patentable works created by the Employee or under iXL's
direction in connection with iXL's business are "works made for hire" and shall
be the sole and complete property of iXL, and that any and all copyrights or
patents to such works shall belong to iXL, and the Employee shall execute all
documents that may be necessary to convey or assign any rights the Employee may
have in such Creations. To the extent such works are not deemed to be "works
made for hire," the Employee hereby assigns all proprietary rights, including
copyright, in these works to iXL without further compensation.

         The Employee further agrees to (i) disclose promptly to iXL all such
Creations which the Employee has made or may make solely, jointly, or commonly
with others; (ii) assign all such Creations to iXL, and (iii) execute and sign
any and all applications, assignments, or other instruments which iXL may deem
necessary in order to enable it, at its expense, to apply for, prosecute, and
obtain copyrights, patents or other proprietary rights in the United States and
foreign countries or in order to transfer to iXL all right, title, and interest
in such Creations.

         3.       NON-DISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION.

         The Employee agrees, except as specifically required in the performance
of his duties for iXL or if required by a court of law, that he will not, during
the course of his employment by iXL and for so long thereafter as the pertinent
information or documentation remain Trade Secrets or Confidential Information,
directly or indirectly use, disclose or disseminate to any other person,
organization or entity or otherwise use any Trade Secrets or Confidential
Information. The obligations set forth herein shall not apply to any Trade
Secrets or Confidential Information, which shall have become generally known to
competitors of iXL through no act or omission of the Employee.

         4.       NON-SOLICITATION OF CUSTOMERS.

                  (a)      The Employee agrees that while employed by iXL, he
will have contact with and become aware of iXL's customers and the
representatives of those customers, their names and addresses, specific customer
needs and requirements, and leads and references to prospective customers. The
Employee further agrees that loss of such customers will cause iXL great and
irreparable harm.

                  (b)      The Employee agrees that, except in the performance
of his duties for iXL, during his employment with iXL and for one (1) year after
the cessation of his employment, he will not directly or indirectly solicit,
contact, call upon, or attempt to communicate with any customer, former customer
or prospective customer of iXL for the purpose of providing Internet
professional services, including Internet strategy consulting


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<PAGE>   4

and the development of comprehensive Internet-based business solutions. This
restriction shall apply only to any customer, former customer or prospective
customer of iXL with whom the Employee had contact during the last two (2) years
of his employment with iXL. For the purposes of this paragraph, "contact" means
interaction between the Employee and the customer, former customer or
prospective customer which takes place to further the business relationship, or
performing services for the customer, former customer or prospective customer on
behalf of iXL.

         5.       NON-SOLICITATION OF EMPLOYEES.

         The Employee agrees that for as long as he is employed by iXL and for
one (1) year after the cessation of his employment he will not recruit, hire or
attempt to recruit or hire, directly or by assisting others, any other employee
of iXL with whom the Employee had contact during his employment with iXL. For
the purposes of this paragraph, "contact" means any interaction whatsoever
between the Employee and the other employee.

         6.       RETURN OF PROPERTY.

         The Employee agrees that he will deliver to iXL upon the cessation of
his employment, whether voluntary or involuntary, and at any other time upon
iXL's request, (i) all memoranda, notes, records, computer programs, computer
files, drawings or other documentation, whether made or compiled by the Employee
alone or with others or made available to him while employed by iXL, pertaining
to Creations, Trade Secrets, Confidential Information or other inventions and
works of iXL or its clients and (ii) all Creations, Trade Secrets, Confidential
Information and other inventions and works of iXL or its clients in the
Employee's possession, custody or control. The Employee will not retain any
written or other tangible material containing any information concerning or
disclosing any of the Creations, Trade Secrets or Confidential Information of
iXL or its clients. The Employee recognizes that the unauthorized taking or
disclosure of any of such information or materials could also result in both
civil and criminal liability.

         7.       DEVOTION OF SERVICES.

         The Employee agrees that during his employment with iXL he will devote
his whole working time and ability to the services of iXL in such capacity as
described on Appendix A attached hereto. The Employee further agrees that during
the course of his employment by iXL he will not have any material (greater than
five percent (5%)) financial interest, whether direct or indirect, in any firm
or organization which provides products or services directly competitive with
iXL. Furthermore, Employee shall be permitted to make passive investments of up
to ten percent (10%) of outstanding equity securities in any publicly traded
corporation which receives less than twenty-five percent (25%) of its revenue
from the sale of products or services directly competitive with iXL.

         8.       PRIOR COMMITMENTS.

         By this Agreement, the Employee acknowledges and represents that he has
no other agreements, relationships, or commitments to any other person or entity
that


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<PAGE>   5

conflict with his obligations to iXL under this Agreement. The Employee
will not disclose to iXL, use, or induce iXL to use, any proprietary information
or trade secrets of others. The Employee represents and warrants that he has
returned all property and confidential information belonging to all prior
employers.

         9.       AT WILL EMPLOYMENT.

         Nothing contained herein constitutes, nor should it be interpreted,
deemed or construed to imply, a contract of employment for any specific term.
Unless otherwise provided in a separate written agreement executed by the
Employee and an authorized representative of iXL, the Employee's employment with
iXL is at will, meaning either the Employee or iXL may terminate the employment
relationship at any time for any reason, or for no reason at all. The Employee
acknowledges, understands and agrees that the execution of this Agreement and
performance hereunder does not constitute a promise or contract of continued
employment.

         10.      WAIVER OF BREACH.

         iXL's waiver of a breach of any provision of this Agreement by the
Employee does not waive any subsequent breach by the Employee, nor does iXL's
failure to take action against any other employee for similar breaches operate
as a waiver by iXL of a breach.

         11.      COURT'S RIGHT TO MODIFY RESTRICTIONS.

         The parties have attempted to limit the Employee's right to compete
only to the extent necessary to protect iXL from unfair competition. The parties
recognize, however, that reasonable people may differ in making such a
determination. Consequently, the parties agree that, if the scope or
enforceability of this Agreement is in any way disputed at any time, an
arbitrator, court or other trier of fact may modify and enforce the Agreement to
the extent it believes to be reasonable under the circumstances.

         12.      SEVERABILITY.

         If any provision in this Agreement is determined to be in violation of
any law, rule or regulation or otherwise unenforceable, such determination shall
not affect the validity of any other provision of this Agreement, but such other
provisions shall remain in full force and effect. Each provision, paragraph and
subparagraph of this Agreement is severable from every other provision,
paragraph and subparagraph and constitutes a separate and distinct covenant.

         13.      SUCCESSORS.

         This Agreement shall be binding upon and inure to the benefit of iXL
and its successors and assigns, and the Employee, his heirs, executors and
administrators. iXL shall be entitled to assign its rights hereunder without
first obtaining the Employee's consent.


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<PAGE>   6

         14.      INJUNCTIVE RELIEF.

         The Employee understands, acknowledges and agrees that in the event of
a breach or threatened breach of any of the covenants and promises contained in
this Agreement iXL shall suffer irreparable injury for which there is no
adequate remedy at law, and iXL will therefore be entitled to both preliminary
and permanent injunctive relief from the courts enjoining said breach or
threatened breach. The Employee further acknowledges that iXL also shall have
the right to seek a remedy at law as well as or in lieu of equitable relief in
the event of any such breach.

         15.      ENTIRE AGREEMENT AND MODIFICATION.

         This Agreement supersedes any and all prior understandings and
agreements between the parties that are made null and void by this Agreement.
This Agreement may not be altered or amended except in writing, signed by the
Employee and an authorized representative of iXL. This Agreement may not be
altered or amended except in writing, signed by the Employee and an authorized
representative of iXL.

         16.      CHOICE OF LAW.

         The parties agree that this Agreement is to be governed by and
construed under Georgia law.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above mentioned.


iXL Enterprises, Inc.                  Michael J. Casey



By: /s/ U. Bertram Ellis               /s/ Michael J. Casey
    ---------------------------        -------------------------------
                                       Employee Signature
Title: Chairman
      -------------------------


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<PAGE>   7

                                   APPENDIX A

                            SPECIAL EMPLOYMENT TERMS

         1.       COMMENCEMENT OF EMPLOYMENT. The Employee's employment under
                  this Agreement shall commence on July 31, 2000. The Employee's
                  title shall be Executive Vice President and Chief Financial
                  Officer, and the Employee shall have such duties and
                  responsibilities customarily assigned to such position and
                  with reporting responsibilities to the Chief Executive
                  Officer.

         2.       COMPENSATION AND RELATED MATTERS.

                  (a)      BASE SALARY. iXL shall pay the Employee a base salary
at an annual rate of $245,000.00, or such higher amount as iXL elects to pay the
Employee. The Employee's base salary shall be paid in conformity with iXL's
salary payment practices generally applicable to other similarly situated iXL
executives.

                  (b)      BONUSES. The Employee shall be eligible for the
thirty-two percent (32%) bonus target, maximum forty percent (40%) bonus
stretch, available under iXL's Management Incentive Plan.

                  (c)      STOCK OPTIONS. Within sixty (60) days of the
Employee's employment under this Agreement, the Employee shall be granted stock
options (Options) to purchase 325,000 shares of iXL's common stock pursuant to
the terms set forth in the attached Option agreements (Appendix B). The Options
shall be subject to all terms of the stock option plan under which they were
issued and the attached Option agreements.

                  (d)      STANDARD BENEFITS. During the Employee's employment,
the Employee shall be entitled to participate in all employee benefit plans and
programs, including paid vacations, to the same extent generally available to
other similarly situated iXL executives, in accordance with the terms of those
plans and programs. iXL shall have the right to terminate or change any such
plan or program at any time.

                  (e)      INDEMNIFICATION. iXL shall extend to the Employee the
same indemnification arrangements as are generally provided to other similarly
situated iXL executives, including after termination of the Employee's
employment.

                  (f)      EXPENSES. The Employee shall be entitled to receive
prompt reimbursement for all reasonable and customary travel and business
expenses incurred in connection with his employment, but the Employee must incur
and account for those expenses in accordance with the policies and procedures
established by iXL.

         3.       TERMINATION.

                  (a)      RIGHTS AND DUTIES. If the Employee's employment is
terminated, the Employee shall be entitled to the amounts or benefits shown in
the applicable row in


<PAGE>   8

the following table, subject to Sections 3(b) through 3(g) of this Appendix. iXL
and the Employee shall have no further obligations to each other, except iXL's
ongoing indemnification obligation under Section 2(e) of this Appendix, and the
Employee's intellectual property ownership, confidentiality, non-solicitation,
and return of property obligations under Sections 2 through 6 of the Agreement,
and the parties' mutual arbitration obligations, or as set forth in any
agreement into which the Employee and iXL subsequently enter.

<TABLE>
<S>                        <C>
================================================================================
DISCHARGE FOR CAUSE;       Prompt payment of (1) any unpaid base salary,
RESIGNATION                expense reimbursements, or vacation days accrued
                           prior to termination of employment, and (2) other
                           unpaid vested amounts or rights then due the
                           Employee under iXL compensation, incentive,
                           Option, and benefit plans.
--------------------------------------------------------------------------------
DISABILITY                 Same as for "Discharge for Cause; Resignation"
                           EXCEPT that the Employee also shall be potentially
                           eligible for disability benefits under any
                           iXL-provided disability plan in which the Employee
                           then participates.
--------------------------------------------------------------------------------
DISCHARGE                  Same as for "Discharge for Cause; Resignation"
OTHER THAN                 EXCEPT that, in exchange for the Employee's
FOR CAUSE OR               execution of a release in accordance with
DISABILITY/                subsection (d) below, the Employee's base salary
OR                         shall also continue for twelve months,
TERMINATION                subject to subsection (f) below.
FOR GOOD
REASON
--------------------------------------------------------------------------------
DEATH                      Same as for "Discharge for Cause; Resignation" EXCEPT
                           that payments shall be made to the person or entity
                           prescribed by iXL policies, and any death benefits
                           under iXL employee benefit plans or programs payable
                           due to the Employee's death shall also be paid.
================================================================================
</TABLE>

                  (b)      DISCHARGE FOR CAUSE. iXL may terminate the Employee's
employment at any time if it believes in good faith that it has Cause to
terminate the Employee. "Cause" shall include;

                           (i)      the willful failure by the Executive (other
                  then due to physical or mental illness) to perform
                  substantially his duties as an employee of the Company or any
                  Subsidiary after reasonable notice to the President of such
                  failure,

                           (ii)     the Executive's engaging in serious
                  misconduct that is injurious to the Company or any Subsidiary,


<PAGE>   9

                           (iii)    the Executive having been convicted of, or
                  entered a plea of nolo contendere to, a crime that constitutes
                  a felony, or

                           (iv)     the breach by the Executive of any written
                  covenant or agreement with the Company or any Subsidiary not
                  to disclose any information pertaining to the Company or any
                  Subsidiary or not to compete or interfere with the Company or
                  any Subsidiary, or

                           (v)      the Employee's material failure to comply
                  with Company policies.

                  (c)      TERMINATION FOR DISABILITY. iXL may terminate the
Employee's employment on account of Disability, or may transfer the Employee to
inactive employment status, which shall have the same effect under this
Agreement as a termination for Disability. "Disability" shall mean a physical or
mental illness, injury, or condition that prevents the Employee from performing
his duties, as determined under iXL policies relating to disability applicable
to the Employee and other similarly situated employees.

                  (d)      DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY. iXL may
terminate the Employee's employment at any time for any reason, and without
advance notice. If the Employee is terminated by iXL other than for Cause under
Section 3(b) of this Appendix, or for Disability under Section 3(c) of this
Appendix, the Employee will only receive the special benefits provided for a
non-Cause discharge, if the Employee signs a general release form furnished to
him by iXL (which may include any provision customary in formal settlement
agreements and general releases, including such things as the Employee's release
of iXL and all conceivably related persons or entities (Affiliates) from all
known and unknown claims, the Employee's covenant never in the future to pursue
any released claim, the Employee's promise never to seek employment with iXL or
any Affiliate in the future, and the Employee's promise not to solicit current
or former customers, employees or suppliers, or disclose or use any of their
proprietary or trade secret information). A standard form of iXL's release is
attached as Appendix C. The Employee acknowledges that, because he is an at will
employee, he may be terminated at any time with or without Cause.

                  (e)      DEATH. If the Employee dies while employed under this
Agreement, the payments required by Section 3(a) of this Appendix in the event
of the Employee's death shall be made.

                  (f)      OFFSET. Any amounts payable to the Employee under
this section shall first be offset against any amounts the Employee owes iXL at
the time of termination.

         4.       NO OTHER REPRESENTATIONS. No representations have been made to
the Employee other than those set forth in this Agreement.


<PAGE>   10

                                   APPENDIX B

                             STOCK OPTION AGREEMENTS


<PAGE>   11


                                   APPENDIX B

                             STOCK OPTION AGREEMENTS

                        INCENTIVE STOCK OPTION AGREEMENT

         INCENTIVE STOCK OPTION AGREEMENT, dated as of the date that appears on
the signature page hereof, between iXL Enterprises, Inc., a Delaware corporation
(the "Company"), and the Employee whose name appears on the signature page
hereof (the "Employee") under the iXL Enterprises, Inc. 1999B Employee Stock
Option Plan, as amended and restated effective April 26, 2000 (the "Plan").

         WHEREAS, the Company has adopted and approved the Plan, a copy of which
is attached to this Agreement; and

         WHEREAS, the Committee appointed to administer the Plan has selected
the Employee as a participant in the Plan and has granted to the Employee,
effective as of the date hereof, an option to purchase the number of shares of
the Company's Common Stock, par value $0.01 per share (the "Common Stock"), set
forth on Exhibit A hereto (the "Shares") at the exercise price set forth on
Exhibit A hereto, which option is intended to be an "incentive stock option"
pursuant to section 422 of the Internal Revenue Code of 1986, as amended, to the
extent it so qualifies; and

         WHEREAS, this Agreement is prepared in conjunction with and under the
terms of the Plan; and

         WHEREAS, although all of the terms of the Plan and the definitions used
in the Plan have not been set forth in this Agreement, such terms and
definitions are incorporated herein and made a part hereof by reference, and the
provisions of the Plan shall govern any interpretation of this Agreement and any
capitalized terms not defined herein shall have the definitions assigned to them
in the Plan; and

         WHEREAS, the Employee has accepted the grant of the Option and agreed
to the terms and conditions hereinafter stated.

         NOW, THEREFORE, in consideration of the foregoing and of the promises
and conditions herein contained to evidence the stock options so granted, and to
set forth the terms and conditions applicable to such grant, the Company and the
Employee hereby agree as follows:

         1. CONFIRMATION OF GRANT; OPTION PRICE. The Company hereby evidences
and confirms its grant to the Employee, effective on the date hereof (the "Grant
Date"), of an option (the "Option") to purchase the Shares at an exercise price
per share as set forth on Exhibit A hereto (the "Option Price"). The Option is
intended to be an incentive stock option under section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). This Agreement is subordinate to,



<PAGE>   12


and the terms and conditions of the Option granted hereunder are subject to, the
terms and conditions of the Plan.

         2. TERM OF EXERCISE OF OPTION. Except as otherwise provided in this
Agreement, the Option granted under this Agreement shall become exercisable in
accordance with the vesting dates provided in Exhibit A hereto, subject to the
Employee's continued employment with the Company or a Subsidiary until such
date, provided that 100% of such Option shall be exercisable to the extent
provided in Section 7(a). Shares eligible for purchase may thereafter be
purchased, subject to the provisions hereof, at any time and from time to time
on or after such vesting date until the date one day prior to the date on which
the Option terminates.

         3. TERMINATION OF OPTION. Unless an earlier termination date applies
pursuant to Section 6 or Section 7, the Option shall terminate on the tenth
anniversary of the Grant Date.

         4. METHOD OF EXERCISE AND PAYMENT. The Employee may exercise any
portion of the Option that has become exercisable by (i) either (a) written
notice given to the Committee 15 business days prior to the date on which the
Employee will exercise the Option (the "Exercise Date"), or (b) online notice
given to an online broker with which the Company has made an arrangement for the
exercise of employee stock options which notice satisfies the form and
conditions set forth in such arrangement which shall be provided to the Employee
from time to time, in either case, specifying the number of shares of Common
Stock the Employee then desires to purchase and (ii) payment in full at the time
of exercise in cash or cash equivalents, including by personal check, of the
aggregate Option Price for the shares so purchased. With the approval of the
Committee, the Employee may make all or part of the payment in the form of
shares of Common Stock of the Company owned by the Employee for at least six
months (or such longer period as is required by applicable accounting standards
to avoid a charge to earnings), based on the Fair Market Value (as defined in
the Plan) of such Common Stock on the Exercise Date.

         5. DELIVERY OF SHARES OF COMMON STOCK. On the Exercise Date, the
Company shall deliver to the Employee (or to an online broker for the Employee's
account, if so authorized by the Employee) a certificate or certificates
representing the shares of Common Stock acquired. In the event that the
Committee shall determine that any certificates issued under this Section 5 must
bear a legend restricting the transfer of such Common Stock, such certificates
shall bear the appropriate legend.



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<PAGE>   13

         6. TERMINATION OF EMPLOYMENT.

         (a) Special Termination. Unless otherwise determined by the Committee,
in the event that the Employee's employment with the Company and each of its
Subsidiaries terminates by reason of death, Disability (as defined in the Plan)
or Retirement (as defined in the Plan), any Options granted to such Employee
which are exercisable at the date of his or her death, Disability or Retirement
may be exercised at any time prior to the earlier of the expiration of the term
of the Options or within one (1) year following the Employee's termination of
employment; provided, however, in the event of the Employee's Retirement, the
Employee must exercise his or her Options within ninety (90) days of the date of
Retirement in order to receive incentive stock option tax treatment, otherwise
the Options will be treated as non-qualified stock options for tax purposes. Any
portion of the Option described in the preceding sentence that is not exercised
within the period described above shall terminate and be canceled upon the
expiration of such period. Options which have not become exercisable in
accordance with the terms thereof shall be canceled upon the Employee's
termination of employment.

         (b) Termination of Employment for Cause. If the Participant's
employment with the Company or any of its Subsidiaries is terminated for Cause
(as defined in the Plan), all Options granted to the Participant which are then
outstanding shall be immediately forfeited (whether or not then exercisable.

         (c) Termination of Employment for Any Other Reason. Unless otherwise
determined by the Committee, in the event that the Employee's employment with
the Company and each of its Subsidiaries shall terminate for any reason other
than those described in Section 6(a) or 6(b), any Options granted to the
Employee which are exercisable at the date of the Employee's termination of
employment shall be exercisable at any time prior to the earlier of (i) the
expiration of the term of the Options or (ii) two (2) years following the
Employee's termination of employment; provided, however, the Employee must
exercise his or her Options within ninety (90) days of the date of Termination
in order to receive incentive stock option tax treatment, otherwise the Options
will be treated as non-qualified stock options for tax purposes..

         (d) No Guarantee of Employment. Nothing in this Agreement shall
interfere with or limit in any way the right of the Company or any of its
Subsidiaries to terminate the Employee's employment at any time, or confer upon
the Employee any right to continue in the employ of the Company or any of its
Subsidiaries.

         7.  CHANGE OF CONTROL.

         (a) Accelerated Vesting. In the event of a Change in Control [as
defined in the Plan in Paragraphs 2(a)(3) or 2(a)(4)], 100% of the Option shall
immediately become fully vested and exercisable.

         (b) Other Accelerated Vesting and Payment. Subject to the provisions of
Section 7(b) below, in the event of a Change in Control [as defined in the Plan
in Paragraphs 2(a)(1) and 2(a)(2)], 100% of the Option shall immediately become
fully vested and exercisable or, at the Committee's sole discretion, the Option
may be promptly canceled in exchange for a payment in



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<PAGE>   14


cash of an amount equal to the excess of the Change in Control Price (as defined
in the Plan) over the exercise price for such Option.

         (c) Alternative Option. No cancellation, acceleration of exercisability
or vesting shall occur with respect to the Option if the Committee reasonably
determines in good faith prior to the occurrence of a Change in Control that the
Option shall be honored or assumed, or a new stock option substituted therefor
(such honored, assumed or substituted option hereinafter called an "Alternative
Option") by the Employee's employer (or the parent or a subsidiary of such
employer) immediately following the Change in Control, provided that any such
Alternative Option must:

                  (i)      provide the Employee with rights and entitlements
                           substantially equivalent to or better than the
                           rights, terms and conditions applicable under such
                           Option, including, but not limited to, an identical
                           or better exercise or vesting schedule and identical
                           or better timing and methods of payment;

                  (ii)     have substantially equivalent economic value to such
                           Option (determined at the time of the Change in
                           Control); and

                  (iii)    have terms and conditions which provide that in the
                           event that the Employee's employment is involuntarily
                           terminated or constructively terminated, any
                           conditions on the Employee's rights under, or any
                           restrictions on transfer or exercisability applicable
                           to, each such Alternative Option shall be waived or
                           shall lapse, as the case may be.

For this purpose, a constructive termination shall mean a termination by the
Employee following a material reduction in the Employee's base salary or the
Employee's incentive compensation opportunity or a material reduction in the
Employee's responsibilities, in any such case without the Employee's written
consent.

         8. NONTRANSFERABILITY OF AWARDS. The Option granted hereunder may not
be sold, transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated, other than (i) by will or (ii) by the laws of descent and
distribution. Upon any attempt to transfer, assign, negotiate, pledge or
hypothecate any Option, or in the event of any levy upon any Option by reason of
any attachment or similar process, in either case contrary to the provisions
hereof, such Option shall immediately become null and void. All rights with
respect to any Option granted to the Employee shall be exercisable during his
lifetime by such Employee or by such Employee's guardian or legal
representative. Following the Employee's death, all rights with respect to any
Option that was exercisable at the time of such Employee's death and has not
terminated may be exercised by his designated beneficiary or by his estate in
accordance with, and subject to, the terms and conditions hereof and of the
Plan.

         9. BENEFICIARY DESIGNATION. The Employee may from time to time name any
beneficiary or beneficiaries (who may be named contingently or successively) by
whom any right under this Agreement is to be exercised in case of the Employee's
death. Each designation will revoke all



                                       4
<PAGE>   15


prior designations, shall be in a form reasonably acceptable to the Committee,
and will be effective only when filed in writing with the Committee during the
Employee's lifetime.

         10. TAX WITHHOLDING. Whenever Common Stock is to be issued pursuant to
the exercise of an Option under this Agreement, the Company shall have the power
to withhold, or require the Employee to remit, an amount sufficient to satisfy
any applicable United States Federal, state, and local withholding or other
similar tax requirements, and any applicable non-United States withholding or
other similar tax requirements, in each case relating to such transaction, and
the Company may defer payment of cash or the issuance of Common Stock until such
requirements are satisfied. The Committee may permit the Employee to elect,
subject to such conditions as the Committee may impose,

                  (i)      to have Shares otherwise issuable upon the exercise
                           of an Option withheld, or

                  (ii)     to deliver to the Company shares of Common Stock
                           previously owned by the Employee for at least six
                           months and having a Fair Market Value as of the date
                           of exercise equal to all or part of the Employee's
                           withholding or other similar tax obligation
                           associated with the transaction and cash equal to the
                           balance of such tax obligation.

         11. ADJUSTMENT OF THE NUMBER OF OPTION SHARES. The number, class, and
exercise price of any outstanding Option (and the number and class of shares of
Common Stock subject to such outstanding Option), shall be adjusted by the
Committee if it shall deem such an adjustment necessary or appropriate to
reflect any Common Stock dividend, stock split or share combination or any
recapitalization, merger, consolidation, exchange of shares, liquidation or
dissolution of the Company or its Subsidiaries.

         12. REQUIREMENTS OF LAW. The issuance of shares of Common Stock
pursuant to any Option shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. No shares of Common Stock shall be
issued upon exercise of any Option granted hereunder if such issuance or
exercise would result in a violation of applicable law, including the federal
securities laws and any applicable state or foreign securities laws. Any options
granted hereunder shall be offered pursuant to an applicable federal securities
law exemption from registration.

         13. NO VOTING RIGHTS. The Employee shall have no right, in respect of
the Option granted hereby, to vote on any matter submitted to the Company's
stockholders until such time as the shares of Common Stock issuable upon
exercise of such Option has been so issued to the Employee. At such time, the
Employee shall have the voting rights attributable to the shares of Common Stock
that have been issued to him.

         14. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of New York, regardless of the law that
might be applied under principles of conflict of laws, except to the extent that
the corporate law of the State of Delaware specifically and mandatorily applies.



                                       5
<PAGE>   16

         15. GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender used in this Agreement shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

         16. INTERPRETATION; CONSTRUCTION. Any determination or interpretation
by the Committee under or pursuant to this Agreement shall be final and
conclusive on all persons affected hereby. In the event of a conflict between
any term of this Agreement and the terms of the Plan, the terms of the Plan
shall control.

         17. AMENDMENTS. The Committee shall have the exclusive right to amend
this Agreement, from time to time, provided that no such amendment shall impair
the rights of the Employee under this Agreement without the Employee's consent.
Upon its adoption by the Committee, any alteration or amendment of this
Agreement shall become binding and conclusive on all persons affected thereby
without any need for consent or other action by any such person. The Company
shall give written notice to the Employee of any amendment under this Section as
promptly as practicable after the adoption thereof.

         18. NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed to have been given if delivered
personally or sent by certified mail, return receipt requested, postage prepaid
(or by any recognized international equivalent of such mail delivery) to the
Company at the Company's principal executive offices (Attn: Secretary) or to the
Employee at the Employee's address as set forth in the Company's regular
employment books and records, as the case may be. All notices and other
communications under this Agreement to the Committee shall be deemed made if
such notices and other communications are given to the Company in the manner
prescribed in the preceding sentence.

         19. INCENTIVE STOCK OPTION TREATMENT. The terms of this Option shall be
interpreted in a manner consistent with the intent of the Company and the
Optionee that the Option qualify as an Incentive Stock Option under Section 422
of the Code. If any provision of the Plan or the Agreement shall be
impermissible in order for the Option to qualify as an Incentive Stock Option,
then the Option shall be construed and enforced as if such provision had never
been included in the Plan or the Option.

         20. TAX CONSEQUENCES. Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT
A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

         (a) Exercise of Option. There will be no regular federal income tax
liability upon the exercise of the Option, although the excess, if any, of the
fair market value of the Shares on the date of exercise over the Option Price
will be treated as an adjustment to the alternative minimum tax for federal tax
purposes and may subject the Optionee to the alternative minimum tax in the year
of exercise.



                                       6
<PAGE>   17

         (b) Disposition of Shares. If Shares transferred pursuant to the Option
are held for at least one year after exercise and are disposed of at least two
years after the date of grant, any gain realized on disposition of the Shares
will also be treated as long-term capital gain for federal income tax purposes.
If Shares purchased under an Option are disposed of within such one-year period
or within two years after the date of grant, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the difference between the Option Price and the lesser
of (1) the fair market value of the Shares on the date of exercise, or (2) the
sale price of the Shares.

         (c) Notice of Disqualifying Disposition of Option Shares. If Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the Option
on or before the later of (1) the date two years after the date of grant, (2)
the date one year after the date of exercise, the Optionee shall immediately
notify the Company in writing of such disposition. Optionee agrees that Optionee
may be subject to income tax withholding by the Company on the compensation
income recognized by the Optionee from the early disposition by payment in cash
or out of the current earnings paid to the Optionee.



                           [ SIGNATURE PAGE FOLLOWS ]



                                       7
<PAGE>   18




         IN WITNESS WHEREOF, iXL Enterprises, Inc. and the Employee have duly
executed this Agreement as of the date indicated below.

                                      iXL ENTERPRISES, INC.


Dated as of
                                      By:
                                         --------------------------------------
                                            Mark Steele
                                            Senior Vice President




                                      ------------------------------------------
                                      Employee's Signature



                                      ------------------------------------------
                                      (Print Name)



                                      ------------------------------------------
                                      (Address)



                                      ------------------------------------------
                                      (City, State and Zip Code)



                                      ------------------------------------------
                                      (Social Security/Insurance Number)



                                       8
<PAGE>   19




                                    EXHIBIT A


                            [ EMPLOYEE'S NAME HERE ]



Grant Date:


Grant Number:


Plan / Type:


Total number of Shares
for the Purchase of which
an Option Has Been Granted:


Option Price:


Vesting schedule:





                                       9
<PAGE>   20


                      NON-QUALIFIED STOCK OPTION AGREEMENT

         NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of the date that appears
on the signature page hereof, between iXL Enterprises, Inc., a Delaware
corporation (the "Company"), and the Employee whose name appears on the
signature page hereof (the "Employee") under the iXL Enterprises, Inc. 1999B
Employee Stock Option Plan, as amended and restated effective April 26, 2000
(the "Plan").

         WHEREAS, the Company has adopted and approved the Plan, a copy of which
is attached to this Agreement; and

         WHEREAS, the Committee appointed to administer the Plan has selected
the Employee as a participant in the Plan and has granted to the Employee,
effective as of the date hereof, an option to purchase the number of shares of
the Company's Common Stock, par value $0.01 per share (the "Common Stock"), set
forth on Exhibit A hereto (the "Shares") at the exercise price set forth on
Exhibit A hereto, which option is not intended to be an "incentive stock option"
pursuant to section 422 of the Internal Revenue Code of 1986, as amended; and

         WHEREAS, this Agreement is prepared in conjunction with and under the
terms of the Plan; and

         WHEREAS, although all of the terms of the Plan and the definitions used
in the Plan have not been set forth in this Agreement, such terms and
definitions are incorporated herein and made a part hereof by reference, and the
provisions of the Plan shall govern any interpretation of this Agreement and any
capitalized terms not defined herein shall have the definitions assigned to them
in the Plan; and

         WHEREAS, the Employee has accepted the grant of the Option and agreed
to the terms and conditions hereinafter stated.

         NOW, THEREFORE, in consideration of the foregoing and of the promises
and conditions herein contained to evidence the stock options so granted, and to
set forth the terms and conditions applicable to such grant, the Company and the
Employee hereby agree as follows:

         1. CONFIRMATION OF GRANT; OPTION PRICE. The Company hereby evidences
and confirms its grant to the Employee, effective on the date hereof (the "Grant
Date"), of an option (the "Option") to purchase the Shares at an exercise price
per share as set forth on Exhibit A hereto (the "Option Price"). The Option is
not intended to be an incentive stock option under section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). This Agreement is subordinate to,
and the terms and conditions of the Option granted hereunder are subject to, the
terms and conditions of the Plan.

         2. TERM OF EXERCISE OF OPTION. Except as otherwise provided in this
Agreement, the Option granted under this Agreement shall become exercisable in
accordance with the vesting dates provided in Exhibit A hereto. Shares eligible
for purchase may thereafter be purchased, subject to the provisions hereof, at
any time and from time to time on or after such vesting date until the date one
day prior to the date on which the Option terminates.



                                       1
<PAGE>   21

         3. TERMINATION OF OPTION. Unless an earlier termination date applies
pursuant to Section 6 or Section 7, the Option shall terminate on the tenth
anniversary of the Grant Date.

         4. METHOD OF EXERCISE AND PAYMENT. The Employee may exercise any
portion of the Option that has become exercisable by (i) either (a) written
notice given to the Committee 15 business days prior to the date on which the
Employee will exercise the Option (the "Exercise Date"), or (b) online notice
given to an online broker with which the Company has made an arrangement for the
exercise of employee stock options which notice satisfies the form and
conditions set forth in such arrangement which shall be provided to the Employee
from time to time, in either case, specifying the number of shares of Common
Stock the Employee then desires to purchase and (ii) payment in full at the time
of exercise in cash or cash equivalents, including by personal check, of the
aggregate Option Price for the shares so purchased. With the approval of the
Committee, the Employee may make all or part of the payment in the form of
shares of Common Stock of the Company owned by the Employee for at least six
months (or such longer period as is required by applicable accounting standards
to avoid a charge to earnings), based on the Fair Market Value (as defined in
the Plan) of such Common Stock on the Exercise Date.

         5. DELIVERY OF SHARES OF COMMON STOCK. On the Exercise Date, the
Company shall deliver to the Employee (or to an online broker for the Employee's
account, if so authorized by the Employee) a certificate or certificates
representing the shares of Common Stock acquired. In the event that the
Committee shall determine that any certificates issued under this Section 5 must
bear a legend restricting the transfer of such Common Stock, such certificates
shall bear the appropriate legend.

         6. TERMINATION OF EMPLOYMENT.

         (a) Special Termination. Unless otherwise determined by the Committee,
in the event that the Employee's employment with the Company and each of its
Subsidiaries terminates by reason of death, Disability (as defined in the Plan)
or Retirement (as defined in the Plan), any Options granted to such Employee
which are exercisable at the date of his or her death, Disability or Retirement
may be exercised at any time prior to the earlier of the expiration of the term
of the Options or within one (1) year following the Employee's termination of
employment. Any portion of the Option described in the preceding sentence that
is not exercised within the period described above shall terminate and be
canceled upon the expiration of such period. Options which have not become
exercisable in accordance with the terms thereof shall be canceled upon the
Employee's termination of employment.

         (b) Termination of Employment for Cause. If the Participant's
employment with the Company or any of its Subsidiaries is terminated for Cause
(as defined in the Plan), all Options granted to the Participant which are then
outstanding shall be immediately forfeited (whether or not then exercisable.

         (c) Termination of Employment for Any Other Reason. Unless otherwise
determined by the Committee, in the event that the Employee's employment with
the Company and each of its Subsidiaries shall terminate for any reason other
than those described in Section 6(a) or 6(b), any



                                       2
<PAGE>   22

Options granted to the Employee which are exercisable at the date of the
Employee's termination of employment shall be exercisable at any time prior to
the earlier of (i) the expiration of the term of the Options or (ii) two (2)
years following the Employee's termination of employment.

         (d) No Guarantee of Employment. Nothing in this Agreement shall
interfere with or limit in any way the right of the Company or any of its
Subsidiaries to terminate the Employee's employment at any time, or confer upon
the Employee any right to continue in the employ of the Company or any of its
Subsidiaries.

         7. CHANGE OF CONTROL.

         (a) Accelerated Vesting. In the event of a Change in Control [as
defined in the Plan in Paragraphs 2(a)(3) or 2(a)(4)], 100% of the Option shall
immediately become fully vested and exercisable.

         (b) Other Accelerated Vesting and Payment. Subject to the provisions of
Section 7(b) below, in the event of a Change in Control [as defined in the Plan
in Paragraphs 2(a)(1) and 2(a)(2)], 100% of the Option shall immediately become
fully vested and exercisable or, at the Committee's sole discretion, the Option
may be promptly canceled in exchange for a payment in cash of an amount equal to
the excess of the Change in Control Price (as defined in the Plan) over the
exercise price for such Option.

         (c) Alternative Option. No cancellation, acceleration of exercisability
or vesting shall occur with respect to the Option if the Committee reasonably
determines in good faith prior to the occurrence of a Change in Control that the
Option shall be honored or assumed, or a new stock option substituted therefor
(such honored, assumed or substituted option hereinafter called an "Alternative
Option") by the Employee's employer (or the parent or a subsidiary of such
employer) immediately following the Change in Control, provided that any such
Alternative Option must:

                  (i)      provide the Employee with rights and entitlements
                           substantially equivalent to or better than the
                           rights, terms and conditions applicable under such
                           Option, including, but not limited to, an identical
                           or better exercise or vesting schedule and identical
                           or better timing and methods of payment;

                  (ii)     have substantially equivalent economic value to such
                           Option (determined at the time of the Change in
                           Control); and

                  (iii)    have terms and conditions which provide that in the
                           event that the Employee's employment is involuntarily
                           terminated or constructively terminated, any
                           conditions on the Employee's rights under, or any
                           restrictions on transfer or exercisability applicable
                           to, each such Alternative Option shall be waived or
                           shall lapse, as the case may be.

For this purpose, a constructive termination shall mean a termination by the
Employee following a material reduction in the Employee's base salary or the
Employee's incentive compensation


                                       3
<PAGE>   23

opportunity or a material reduction in the Employee's responsibilities, in any
such case without the Employee's written consent.

         (c) Termination upon Change of Control. If the Executive's employment
with the Company is terminated in connection with a Change of Control of the
Company at any time during the term of this Agreement, the vesting of options
granted to Executive shall be immediately accelerated such that 100% of all
options granted to the Executive prior to such termination in connection with a
Change of Control shall become vested.

         8. NONTRANSFERABILITY OF AWARDS. Except to the extent otherwise
determined by the Committee, the Option granted hereunder may not be sold,
transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated, other than (i) by will or (ii) by the laws of descent and
distribution. Upon any attempt to transfer, assign, negotiate, pledge or
hypothecate any Option, or in the event of any levy upon any Option by reason of
any attachment or similar process, in either case contrary to the provisions
hereof, such Option shall immediately become null and void. All rights with
respect to any Option granted to the Employee shall be exercisable during his
lifetime by such Employee or by such Employee's guardian or legal
representative. Following the Employee's death, all rights with respect to any
Option that was exercisable at the time of such Employee's death and has not
terminated may be exercised by his designated beneficiary or by his estate in
accordance with, and subject to, the terms and conditions hereof and of the
Plan.

         9. BENEFICIARY DESIGNATION. The Employee may from time to time name any
beneficiary or beneficiaries (who may be named contingently or successively) by
whom any right under this Agreement is to be exercised in case of the Employee's
death. Each designation will revoke all prior designations, shall be in a form
reasonably acceptable to the Committee, and will be effective only when filed in
writing with the Committee during the Employee's lifetime.

         10. TAX WITHHOLDING. Whenever Common Stock is to be issued pursuant to
the exercise of an Option under this Agreement, the Company shall have the power
to withhold, or require the Employee to remit, an amount sufficient to satisfy
any applicable United States Federal, state, and local withholding or other
similar tax requirements, and any applicable non-United States withholding or
other similar tax requirements, in each case relating to such transaction, and
the Company may defer payment of cash or the issuance of Common Stock until such
requirements are satisfied. The Committee may permit the Employee to elect,
subject to such conditions as the Committee may impose,

                  (i)      to have Shares otherwise issuable upon the exercise
                           of an Option withheld, or

                  (ii)     to deliver to the Company shares of Common Stock
                           previously owned by the Employee for at least six
                           months and having a Fair Market Value as of the date
                           of exercise equal to all or part of the Employee's
                           withholding or other similar tax obligation
                           associated with the transaction and cash equal to the
                           balance of such tax obligation.



                                       4
<PAGE>   24

         11. ADJUSTMENT OF THE NUMBER OF OPTION SHARES. The number, class, and
exercise price of any outstanding Option (and the number and class of shares of
Common Stock subject to such outstanding Option), shall be adjusted by the
Committee if it shall deem such an adjustment necessary or appropriate to
reflect any Common Stock dividend, stock split or share combination or any
recapitalization, merger, consolidation, exchange of shares, liquidation or
dissolution of the Company or its Subsidiaries.

         12. REQUIREMENTS OF LAW. The issuance of shares of Common Stock
pursuant to any Option shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. No shares of Common Stock shall be
issued upon exercise of any Option granted hereunder if such issuance or
exercise would result in a violation of applicable law, including the federal
securities laws and any applicable state or foreign securities laws. Any options
granted hereunder shall be offered pursuant to an applicable federal securities
law exemption from registration.

         13. NO VOTING RIGHTS. The Employee shall have no right, in respect of
the Option granted hereby, to vote on any matter submitted to the Company's
stockholders until such time as the shares of Common Stock issuable upon
exercise of such Option has been so issued to the Employee. At such time, the
Employee shall have the voting rights attributable to the shares of Common Stock
that have been issued to him.

         14. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of New York, regardless of the law that
might be applied under principles of conflict of laws, except to the extent that
the corporate law of the State of Delaware specifically and mandatorily applies.

         15. GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender used in this Agreement shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

         16. INTERPRETATION; CONSTRUCTION. Any determination or interpretation
by the Committee under or pursuant to this Agreement shall be final and
conclusive on all persons affected hereby. In the event of a conflict between
any term of this Agreement and the terms of the Plan, the terms of the Plan
shall control.

         17. AMENDMENTS. The Committee shall have the exclusive right to amend
this Agreement, from time to time, provided that no such amendment shall impair
the rights of the Employee under this Agreement without the Employee's consent.
Upon its adoption by the Committee, any alteration or amendment of this
Agreement shall become binding and conclusive on all persons affected thereby
without any need for consent or other action by any such person. The Company
shall give written notice to the Employee of any amendment under this Section as
promptly as practicable after the adoption thereof.

         18. NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed to have been given if delivered
personally or sent by certified mail, return receipt requested, postage prepaid
(or by any recognized international equivalent of such mail



                                       5
<PAGE>   25

delivery) to the Company at the Company's principal executive offices (Attn:
Secretary) or to the Employee at the Employee's address as set forth in the
Company's regular employment books and records, as the case may be. All notices
and other communications under this Agreement to the Committee shall be deemed
made if such notices and other communications are given to the Company in the
manner prescribed in the preceding sentence.

         19. TAX CONSEQUENCES. Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT
A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

         (a) Exercise of Option. There may be a regular federal income tax
liability upon the exercise of the Option. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the fair market value of the Shares on the date of
exercise over the Option Price. If Optionee is an employee, the Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.

         (b) Disposition of Shares. If Shares are held for at least one year,
any gain realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes.


                           [ SIGNATURE PAGE FOLLOWS ]



                                       6
<PAGE>   26



         IN WITNESS WHEREOF, iXL Enterprises, Inc. and the Employee have duly
executed this Agreement as of the date indicated below.


                                     iXL ENTERPRISES, INC.
Dated as of


                                     By:
                                        ----------------------------------------
                                        Mark L. Steele
                                        Interim Chief Financial Officer



                                        ----------------------------------------
                                        Employee's Signature


                                        ----------------------------------------
                                        (Print Name)




                                        ----------------------------------------
                                        (Address)



                                        ----------------------------------------
                                        (City, State and Zip Code)



                                        ----------------------------------------
                                        (Social Security/Insurance Number)




                                       7
<PAGE>   27


                                    EXHIBIT A

                            [ EMPLOYEE'S NAME HERE ]



Grant Date:


Grant Number:


Plan / Type:


Total number of Shares
for the Purchase of which
an Option Has Been Granted:


Option Price:



Vesting schedule:



                                       8


</TEXT>
</DOCUMENT>
