Exhibit 10.8


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this
“Amendment”) is made and effective as of December 31, 2009, by and among WAVE2WAVE
COMMUNICATIONS, INC., a Delaware corporation (the “W2W”), RNK, Inc.
d/b/a RNK Communications (“RNK”) and RICHARD N. KOCH (the
“Executive”). W2W, RNK and Executive shall be individually referred to as a
“Party”, and collectively as the “Parties.”


RECITALS


          A.          The
Parties are parties to a certain Employment Agreement, dated as of October 12,
2007 (the “Existing Agreement”).


          B.          The
Parties desire to amend Section 1 of the Existing Agreement to extend the Term
of the Existing Agreement. 


          NOW,
THEREFORE, in consideration of the foregoing, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and accepted, and intending to be legally bound hereby, it
is agreed as follows:


          1.          Defined
Terms. Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Existing Agreement.


          2.          Amendment
to Section 1. Section 1 of the Existing Agreement is hereby deleted in its
entirety and replaced with the following language:


	
  

 	
  

 
	
  

 	
 “1. Term. RNK shall employ the Executive for a term commencing
 as of the date hereof and continuing through the period that ends on the
 first to occur of: (i) June 30, 2010 and (ii) the date the entire balance
 outstanding under the Notes is paid in full (as the case may be, such term,
 the “Term”).” 

 


          3.          Amendment
Supplementary. This Amendment is supplementary to the Existing Agreement.
Except to the extent amended hereunder, all of the provisions of the Existing
Agreement shall remain in full force and effect. The Existing Agreement and all
rights and powers created thereby and thereunder are in all respects ratified
and confirmed. From and after the date hereof, the Existing Agreement shall be
deemed to be amended and modified as herein provided, but, except as so amended
and modified, the Existing Agreement shall continue in full force and effect
and the Existing Agreement and this Amendment shall be read, taken and
construed as one and the same instrument. 


          4.          Counterparts;
Facsimile Signatures. This Amendment may be executed in any number of
counterparts and by different Parties on separate counterparts, each of 





which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute one and the same
agreement. Delivery of an executed counterpart of this Amendment by facsimile
or other electronic method of transmission shall be equally as effective as
delivery of an original executed counterpart of this Amendment. Any Party
delivering an executed counterpart of this Amendment by facsimile or other
electronic method of transmission also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect
of this Amendment.


          IN
WITNESS WHEREOF, this First Amendment to Employment
Agreement is executed and delivered as of the day and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
 Wave2Wave
 Communications, Inc.

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Steven
 Asman

 
	
  

 	
 Name: Steven
 Asman 

 
	
  

 	
 Title:
 President

 
	
  

 	
  

 
	
  

 	
 RNK, Inc.

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Richard N. Koch

 
	
  

 	
 Name:
  Richard N. Koch

 
	
  

 	
 Title:
   President

 
	
  

 	
  

 
	
  

 	
 /s/ Richard
 N. Koch

 
	
  

 	
 Richard N.
 Koch