Exhibit 10.16 300, avenue Viger Est, Montreal (Quebec) Videotron Canada International Ltee H2X 3W4 Telephone: (514) 281-1232 Telecopieur: (514) 985-8420 Montreal, February 8 1995 SENT VIA FACSIMILE - ------------------ Mr. William M. O'Neil 53A Primrose Gardens Belsize Park, London NW3 4UL U.K. Dear William: Following our recent discussions, I confirm, as listed below, the terms of your Offer of Employment with our Videotron subsidiary in the United States. TITLE: Vice President and Regional Manager Southern California and Arizona ANNUAL SALARY: U.S. $120,000 o This annual salary will be revisited based on your performance after six months. AUTOMOBILE ALLOWANCE: U.S. $500.00/month o Short Term Incentive Bonus Plan of up to 30% of your salary per annum dependent upon achievement of agreed upon goals and objectives. For the remainder of 1995, your bonus will be prorated and will be dependent upon achievement of agreed upon goals and objectives. o Participation in incentive Stock Plan of OpTel, Inc. o Reimbursement of all out-of-pocket relocation costs o Benefits consistent with those provided to other Senior Executives of the company. -2- Should you have any questions and/or for comments, please do not hesitate to Contact me. If the above terms are acceptable to you, please sign the offer and return it to my attention, at your earliest convenience. Sincerely, /s/ Rory O. Cole /s/ William M. O'Neil - -------------------- ---------------------------- Rory O. Cole William M. O'Neil Vice President New Market Development