Exhibit 10.35




FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT




This is
the first amendment (the “First Amended Agreement”) to that certain Employment
Agreement (the “Agreement”) dated as of the 2nd day of
June, 2003, between Mpower Communications Corp., a Nevada corporation (the
“Company”) and Russell A. Shipley (“Executive”).




The
Company and Executive, for and in consideration of the promises, terms and
conditions contained herein, do hereby agree to make the following amendments to
the Agreement.




1.
Section 2 of the Agreement is deleted in its entirety and replaced by the
following:




“2
DUTIES, RESPONSIBILITIES. Executive
shall be employed by the Company as President, Wholesale Division and shall
report solely and directly to the Company’s Chief Executive Officer (the
“CEO”). The
duties and responsibilities of Executive shall be commensurate with those duties
and responsibilities that are customarily assigned to such positions, as may be
designated from time to time by the CEO. During the Term, Executive shall devote
his full business time, attention and energies to the position of President,
Wholesale Division of the Company; provided,
however, that
Executive may devote reasonable amounts of time to (i) passive personal
investments and (ii) charitable activities so long as such activities do not
interfere with his performance pursuant to this Agreement. While Executive may
continue to reside in Rochester, New York, Executive acknowledges that he may be
required to travel in connection with his employment.

 

2.
Section 3.01 is deleted in its entirety and replaced by the
following:




“3.01
FIXED SALARY. Commencing on February 1, 2005, and during the Term, as
compensation for your services, the Company shall pay you a salary at the rate
of $200,000 per annum (the “Fixed
Salary”) in
equal bi-weekly installments less appropriate payroll deductions as required by
law. The Fixed Salary shall be reviewed at least annually by the CEO or such
other persons as appointed by the CEO. 




3.
Section 4.02 is hereby deleted in its entirety and replaced by the
following:




“4.02
TERMINATION WITHOUT CAUSE; RESIGNATION WITH GOOD REASON. In the event of (A) the
Company’s termination of Executive’s employment hereunder without Cause, (B)
Executive’s resignation for Good Reason, (C) Executive’s death, or (D)
Executive’s Disability, Executive shall be entitled to the following: (i) the
payments and benefits set forth in Section 4.01 hereto and (ii) a severance
benefit (the “Severance
Benefit”) equal
to one year of the Fixed Salary immediately preceding the Termination Date.
Payment of the Severance Benefit shall be contingent upon Executive’s execution
of a waiver and release of claims (a “Release”) in
favor of the Company and its affiliates and their respective employees and
agents, substantially in the form set forth in Appendix A. The Severance Benefit
shall be paid by the Company over approximately twelve months in bi-weekly
installments less appropriate payroll deductions as required by law. The
Severance Benefit payments shall commence within one week after the expiration
of the Revocation Period, as defined in the Release.




Except as
amended by this First Amended Agreement, all terms and conditions of the
Agreement shall remain in full force and effect. Moreover, it is the intention
of the parties hereto that if this First Amended Agreement is void, becomes
voidable, or otherwise is or becomes unenforceable as drafted, then the
Agreement shall continue in full force and effect, in accordance with the terms
and conditions thereof immediately prior to the execution of this First Amended
Agreement. This First Amended Agreement may be executed in any number of
counterparts which together shall constitute one instrument, shall be governed
by and construed in accordance with the laws and decisions of the State of New
York applicable to contracts made and to be performed therein without giving
effect to the principles of conflict of laws.







IN
WITNESS WHEREOF, the
parties have duly executed this First Amended Agreement as of this 3rd day of
February, 2005.







MPOWER
COMMUNICATIONS CORP.


 


	 	 	 	 
	/s/ Russell A.
      Shipley	 	 	/s/ Rolla P.
      Huff
	
      

    	 	 	
      

    
	Russell A. Shipley

       

      
	 	 	
      Rolla P. Huff

      Chairman and
    CEO