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                                                                   EXHIBIT 10.54

                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                                      AND
                     AMENDMENT TO STOCK OPTION AGREEMENTS



     This Second Amendment to Employment Agreement dated as of September 11,
2000 (hereinafter referred to as "Amendment"), is by and between FirstWorld
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Communications, Inc., a Delaware corporation (the "Company") and Jeffrey L.
                                                   -------
Dykes ("Executive") (collectively, the "Parties").
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                                   RECITALS

     A.   The Parties have previously entered into an Employment Agreement dated
          as of December 14, 1998 which was amended pursuant to an Amendment to
          Employment Agreement dated as of December 14, 1998 (both of which are
          hereinafter referred to as "Employment Agreement") (hereinafter
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          referred to as "Employment Agreement").
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     B.   The Parties have previously entered into the Employee Stock Option
          Agreements dated April 15, 1999 and December 31, 1999, (hereinafter
          collectively referred to as "Prior Option Agreements").
                                       -----------------------

     C.   Pursuant to the terms of following amendments, the Parties mutually
          desire to: 1) extend the period of employment of Executive through and
          including August 31, 2001 under the same terms and conditions as
          contained in the Employment Agreement; 2) grant additional options,
          and under certain circumstances provide for a longer period in which
          to exercise options; and 3) increase in the Executive's bonus
          opportunity;

                                   AGREEMENT

     IN CONSIDERATION of the foregoing, the mutual covenants contained herein
and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree to amend the Employment Agreement as
follows:

     1.   Section 2 Term of the Employment Agreement is deleted in its entirety
                    ----
and amended to read as follows:

          Term.  The period of employment of Executive by Company hereunder (the
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          "Employment Period") shall commence on January 4, 1999 (the
          "Commencement Date") and shall continue through August 31, 2001.  The
          Employment Period may be sooner terminated by either party in
          accordance with Section 5 of this Agreement.

     2.   Section 4(c) Annual Bonus of the Employment Agreement is deleted in
                       ------------
its entirety and amended to read as follows:

          Annual Bonus.  The Board's Compensation Committee (the "Compensation
                                                                  ------------
          Committee") or its delegate shall review Executive's performance at
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          least once quarterly during each year of the Employment Period to
          review the Executive's performance pursuant to the procedures and
          terms of Company's Quarterly Bonus Plan ("Bonus Plan"), as in effect
          from time to time. The percentage of Executive's Salary to be used for
          calculations under the Bonus Plan shall be an amount equal to 50% of
          the Executive's Base Salary. The Executive's Bonus shall be paid
          pursuant to the terms and conditions of the Bonus Plan.

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     3.   Additional Grant of Stock Options ("New Option Agreement"):
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          Effective as of the date of this Amendment ("Option Grant Date"),
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          Executive shall be awarded a stock option (the "Stock Option") to
                                                          ------------
          purchase Ten Thousand (10,000) shares of the Company's Series B Common
          Stock, par value $.0001 per share (the "Common Stock").  The shares of
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          Common Stock subject to the Stock Option shall vest in increments of
          Four Thousand (4,000) shares on August 1, 2001; Three Thousand (3,000)
          shares on August 1, 2002; and Three Thousand (3,000) shares on August
          1, 2003. The Purchase Price for the Common Stock covered by the Option
          shall be equal to the fair market value of the Common Stock as
          measured by the closing price of a share of Common Stock on NASDAQ on
          the trading date of the Option Grant Date. The Stock Option will be
          granted under the 1999 Equity Incentive Plan of FirstWorld
          Communications, Inc. (the "Plan") and the terms and conditions of the
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          Stock Option will be determined in accordance with the Plan; provided
          however, to the extent such terms of the Plan or the New Option
          Agreement conflict with the terms of the Employment Agreement, as
          amended, the terms of the Employment Agreement will control. To the
          extent permissible under applicable law and the Plan, the Stock Option
          granted under the New Option Agreement will be granted as incentive
          stock options.

     4.   Consistent with Section 4(d) Stock Options of Executive's Employment
                                        -------------
Agreement, Section 5.3 Change in Control of the Prior Option Agreements and of
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the New Option Agreement shall read as follows:

          Change in Control and Accelerated Vesting.  Notwithstanding any terms
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          in the Plan to the contrary, this Option Agreement, the Employment
          Agreement, as amended, or otherwise, all of the Options granted
          hereunder shall become vested and exercisable immediately prior to
          such transaction in the event of the sale of all or substantially all
          of the Company's assets or a merger or consolidation in which the
          Company is not the surviving entity, or the Company's stockholders
          prior to the transaction own less than 50% of the voting power of the
          Company's outstanding securities immediately following the
          transaction, or upon termination of Executive's employment by the
          Company without Cause or by the Executive for Good Reason.

     5.   Section 3.3(c) Expiration of Option of the Prior Option Agreements
                         --------------------
shall read as follows:

          If the Optionee's employment is terminated by the Company without
          Cause or by the Optionee for Good Reason, pursuant to Optionee's
          Employment Agreement, as amended, the expiration of the later to occur
          of: (i) August 31, 2001, or (ii) thirty (30) days from the Date of
          Termination of Employment.

     Executive understands that amending the Prior Option Agreements to extend
the opportunity to exercise the Options may adversely affect his tax
consequences under such Prior Option Agreements.

     6.   Section 3.3(c) Expiration of Option of the New Option Agreement shall
                         --------------------
read as follows:

          If the Optionee's employment is terminated by the Company without
          Cause or by the Optionee for Good Reason, pursuant to Optionee's
          Employment Agreement, as amended, the expiration of the later to occur
          of: (i) August 31, 2001, or (ii) ninety (90) days from the Date of
          Termination of Employment.

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     7.  Section 12 Notice of the Employment Agreement is amended to read as
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follows:

          Notice.  For the purposes of this Agreement, notices, demands and all
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          other communications provided for in this Agreement shall be in
          writing and shall be deemed to have been duly given when delivered
          either personally or by United States certified or registered mail,
          return receipt requested, postage prepaid, addressed as follows:

          If to Executive:    Jeffrey L. Dykes
                              7157 South Lafayette Way
                              Littleton, CO 80122

          If to the Company:  FirstWorld Communications, Inc.
                              8390 East Crescent Parkway, Suite 300
                              Greenwood Village, CO 80111
                              Attn:  General Counsel
                              Facsimile: (303) 874-2461

          or to such other address as any party may have furnished to the others
          in writing in accordance herewith, except that notices of change of
          address shall be effective only upon receipt.

     8.   Executive acknowledges that he may be employed by a subsidiary of the
Company, however, the Company will remain liable for all obligations contained
in the Employment Agreement.

     9.   The Employment Agreement and the Prior Option Agreements are deemed
amended to reflect the changes contemplated by this Amendment. Except as
expressly modified herein, the Employment Agreement and Prior Option Agreements
shall remain in full force and effect in accordance with their terms and
conditions.

     10.  Capitalized terms in this Amendment that are not otherwise defined
herein shall have the same meaning as in the Employment Agreement, the Prior
Option Agreements or the New Option Agreement.

     11.  The Parties agree to execute, deliver and amend such documents as are
reasonably necessary accomplish the Parties' intent hereunder.


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     IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the
date first above written.


FIRSTWORLD COMMUNICATIONS, INC.,
a Delaware corporation



By:   /s/ David J. Gandini                         /s/ Jeffrey L. Dykes
      -------------------------------              ----------------------------
Name:  David J. Gandini                            Jeffrey L. Dykes
Title: Executive Vice President and
       Acting Chief Operating Officer

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