Exhibit 10.7


EMPLOYMENT AGREEMENT


          This
Agreement (the “Agreement”),
dated as of October 12, 2007, is by and among Wave2Wave, Inc., a Delaware
corporation (the “W2W”), RNK, Inc.
d/b/a RNK Communications, a Massachusetts corporation (“RNK”) and Richard N. Koch (the “Executive”).  


Introduction


          Reference
is made to the Amended and Restated Stock Purchase Agreement, of even date
herewith, by and among W2W, RNK Holding Company, a Massachusetts business trust
and sole shareholder of RNK, and the other parties named therein (as modified
from time to time, the “Purchase Agreement”).
Capitalized terms used herein that are not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement. The execution
and delivery of this Agreement is a condition to the consummation of the
transactions contemplated by the Purchase Agreement, which transactions are of
substantial benefit to the Executive, W2W and RNK. 


          The
Executive is currently the President of RNK. Following the purchase of RNK
pursuant to the Purchase Agreement, RNK desires to retain the services of the
Executive pursuant to the terms and conditions set forth herein and the
Executive wishes to be employed by RNK on such terms and conditions. The
Executive will be a key employee of RNK in a role substantially identical to
Executive’s current role at RNK. 


          NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows: 


          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) December 31, 2009 and (ii) the date the
entire balance outstanding under the Notes is paid in full (as the case may be,
such term, the “Term”). 


          2.          Duties. The Executive will serve as the
President of RNK and shall have such powers and duties, consistent with a
position of an executive nature, as the Board of Directors of RNK or W2W
(collectively, the “Boards”)
shall determine from time to time. Without limiting the foregoing, Executive
(a) shall be in charge of day-to-day operations of RNK; (b) shall have the
authority, in the ordinary course and consistent with past practices, to
acquire or dispose of any property or other assets (real or personal, tangible
or intangible), negotiate, enter into, perform, terminate, amend, waive,
renegotiate, and/or carry out any contracts and agreements of any kind and
nature (except for this Agreement, any loan agreement or agreement governing
indebtedness of RNK and other contracts between Executive and RNK and its
affiliates), or enter into any other transaction (whether payment(s) in
connection therewith are in one or more installments) having in each instance a
value of up to fifty thousand dollars ($50,000); (c) with the consent of W2W,
which consent will not be unreasonably withheld or delayed; hire and dismiss
officers and employees of RNK and (d) have such authority and take such other
actions as are appropriate to operate the business in the ordinary course
consistent with past practices; 





provided, however, that, in no event shall
Executive take any such action if it would result, directly or indirectly, in
(i) an Event of Default (as that term is defined in the Loan and Security
Agreement by and among Wave2Wave Communications, Inc., Greystone Business
Credit II, L.L.C. and the other parties thereto), or (ii) the acceleration of
the maturity of any material indebtedness of RNK (any indebtedness in excess of
$500,000 shall be deemed material). The Executive will report to the Boards. 


          3.          Board Observer. Executive shall be
appointed to be an Observer of the RNK Board and of the Board of Directors of
W2W (the “W2W Board”).
Executive shall be entitled to receive notices of meetings of each of the
Boards concurrently with circulation of such notices among the members of the
respective Boards. Executive also shall be entitled to receive copies of any
resolutions circulated among members of the respective Boards in preparation
for board meetings and/or written action of such Boards, and to observe
meetings of the Boards; provided, however, that Executive shall have no
voting or other rights in any meetings of the Boards and his signature will not
be required in order to give effect to any written action of the Boards or to a
waiver of notice of meetings of the Boards. Notwithstanding the foregoing,
Executive acknowledges and agrees that (i) as of the date hereof, the Boards
are composed of single members and do not hold regular meetings and (ii) the
provisions of this section shall not apply if, in the good faith reasonable
judgment of the applicable Board, including Executive or providing Executive
with such information or notice will be materially detrimental to either W2W or
RNK. 


          4.          Full Time; Best Efforts. The Executive
shall use the Executive’s reasonable best efforts to promote the interests of
RNK and shall devote the Executive’s full business time and efforts to its
business and affairs. The Executive shall not engage in any other activity
which could reasonably be expected to interfere with the performance of the
Executive’s duties, services and responsibilities hereunder. Executive may (1)
subject to the terms of Section 5.10(i) of the Purchase Agreement, own,
directly or indirectly, solely as an investment, securities of any person; or
(2) serve on the board of directors or other governing bodies of entities;
however, in the event such an entity is engaged in the Business, Executive
shall obtain the written consent of RNK (which consent will not be unreasonably
withheld or delayed) prior to commencing such service.  


          5.          Compensation and Benefits. During the Term,
the Executive shall be entitled to compensation and benefits as follows:  


                       (a)     Salary. During the Term, the Executive
shall receive an annual base salary (as it may be amended pursuant to the terms
hereof, the “Annual Base Salary”)
of not less than four hundred twenty thousand dollars ($420,000). The Annual
Base Salary shall be payable in accordance with RNK’s regular payroll practice
for its senior executives, as in effect from time to time. On each of January
1, 2008 and January 1, 2009, the Annual Base Salary then in effect shall
increase by at least ten percent (10%). Any increase in the Annual Base Salary
shall not limit or reduce any other obligation of RNK under this Agreement. The
Annual Base Salary shall not be reduced after any such increase, and the term
“Annual Base Salary” shall thereafter refer to the Annual Base Salary as so
increased.  


                       (b)     Benefits. The Executive shall be entitled
to receive fringe benefits that are generally available to RNK’s executive employees
from time to time in accordance with the 





then existing terms and conditions of RNK’s policies. Notwithstanding
anything in the foregoing, in all instances, RNK shall provide the Executive
with health, dental, and short- and long-term disability insurance policies
reasonably comparable to those currently provided by RNK to Executive, the
Executive shall receive six (6) weeks of vacation during each calendar year of
the Term, and the Executive shall receive reasonable administrative assistance.
During the Term, (i) Executive shall be entitled to retain Executive’s office
at RNK (ii) and RNK shall provide Executive with T1 communications line to
Executive’s residence in Osterville, Massachusetts. 


                       (c)     Expenses. The Executive will be entitled to
reimbursement of all reasonable expenses incurred in the ordinary course of
business on behalf of RNK, subject to the presentation of appropriate
documentation and approval by, or in accordance with policies established by,
the RNK Board. 


          6.          Termination. 


                       (a)     General. The Executive’s employment with
RNK may be terminated by RNK only with Cause or if Executive becomes Disabled
(as such term is defined below) and such Disability has lasted for a period of
thirty (30) days during the Term and no reasonable accommodation (as such term
is defined in the Americans With Disabilities Act of 1990) is available or can
be furnished. The Executive’s employment will terminate in the event of the death
of the Executive. The Executive may terminate his employment (a) in the event
of the Disability of the Executive; or (b) at any time upon 30 days prior
written notice thereof to RNK. If RNK proposes to terminate Executive’s
employment hereunder for Cause, RNK will give Executive reasonable prior
written notice of termination, will specify in said notice the termination
provision of the Agreement and the factual basis upon which the termination
action is based and will provide Executive the opportunity to be heard before
the RNK Board prior to such termination. In such event, Employee shall be
entitled to receive any insurance or other benefits which are or may become
payable through termination, but RNK shall not make any other payments after
the date of termination under this Employment Agreement.  


                       (b)     Definitions. As used herein, the following
terms shall have the following meanings:  



	
  

 	
  

 
	
  

 	
               “Cause” means that the Executive has
 (i) engaged in gross negligence, or willful misconduct, resulting in
 demonstrable harm to the business, finances or reputation of RNK or (ii) been
 convicted of any felony. 

 
	
  

 	
  

 
	
  

 	
               “Disability” means
 Employee’s inability to substantially perform his duties and responsibilities
 of his position by reason of a non-intentionally self-inflicted medical
 condition, including a mental or physical illness or impairment, as certified
 by a physician appointed by RNK. 

 


                       (c)     Termination Without Cause. RNK may not terminate
the Executive’s employment without Cause.  





                       (d)     Survival. The provisions of Sections 7
through 20 of this Agreement shall survive the Term and the termination of the
Executive’s employment with RNK, and shall continue thereafter in full force
and effect in accordance with their terms.  


          7.          Restrictions on RNK and W2W. For purposes
of this Agreement, without the prior written approval of Executive, neither RNK
nor W2W shall (i) materially adversely change Executive’s functions, duties,
authority or compensation; or (ii) assign Executive to a place of employment
other than 333 Elm Street, Dedham, Massachusetts. 


          8.          W2W Action. W2W shall take any and all
corporate actions as the sole stockholder of RNK that are reasonably necessary
and appropriate to affect RNK’s and W2W’s compliance with the terms of this
Agreement. 


          9.          Enforceability, etc. This Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision hereof shall be prohibited or invalid under any such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating or nullifying the remainder of such provision or
any other provisions of this Agreement. 


          10.        Notices. All notices, demands or other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered in person, by e-mail or fax, by United States mail,
certified or registered with return receipt requested, or by a nationally
recognized overnight courier service, or otherwise actually delivered: 


                       (a)     If to the
Executive: 


	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 with a copy
 (which shall not constitute notice) to:

 
	
  

 	
  

 
	
  

 	
 Rich May,
 P.C. 

 176 Federal Street 

 Boston, MA 02144 

 Attn: Eric J. Krathwohl, Esq.

 Tel.: 617.556.3857 

 Facsimile: 617.556.3889 

 E-mail:ekrathwohl@richmaylaw.com

 










                        (b)     If to RNK:  


	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 Attn:
 [____________________]

 
	
  

 	
  

 
	
  

 	
 with a copy
 to: 

 
	
  

 	
  

 
	
  

 	
 and

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 [_________________]

 
	
  

 	
  

 
	
  

 	
 Attn:
 [____________________]

 






	
  

 	
  

 
	
  

 	
           or at
 such other address as may have been furnished by such person in writing to
 the other parties. Any such notice, demand or communication shall be deemed
 given on the date given, if delivered in person, e-mailed or faxed, on the
 date received, if given by registered or certified mail, return receipt
 requested or given by overnight delivery service, or three days after the
 date mailed, if otherwise given by first class mail, postage prepaid. 

 


          11.     Governing Law.
This Agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Massachusetts, without regard to its
choice of law provisions. Any proceeding arising out of or relating to this
Agreement shall be brought in the courts of the Commonwealth of Massachusetts,
or, if it has or can acquire jurisdiction, in the United States District Court
for the District of Massachusetts. This provision may be filed with any court
as written evidence of the knowing and voluntary irrevocable agreement between
parties to waive any objections to jurisdiction, venue or convenience of forum.



          12.     Waiver of Jury Trial. EACH PARTY HERETO
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. 


          13.     Amendments and Waivers. This Agreement may
be amended or modified only by a written instrument signed by RNK and the
Executive. No waiver of this Agreement or any provision hereof shall be binding
upon the party against whom enforcement of such waiver is 





sought unless it is made in writing and signed by or on behalf of such
party. The waiver of a breach of any provision of this Agreement shall not be
construed as a waiver or a continuing waiver of the same or any subsequent
breach of any provision of this Agreement. No delay or omission in exercising any
right under this Agreement shall operate as a waiver of that or any other
right. 


          14.     Binding Effect. This Agreement shall be
binding on and inure to the benefit of the parties hereto and their respective
heirs, executors and administrators, successors and permitted assigns, except
that the rights and obligations of the Executive hereunder are personal and may
not be assigned without RNK’s prior written consent. 


          15.     Entire Agreement. This Agreement
constitutes the final and entire agreement of the parties with respect to the
matters covered hereby and replace and supercede all other agreements and
understandings relating hereto and to the Executive’s employment. 


          16.     Counterparts. This Agreement may be
executed in any number of counterparts, including counterpart signature pages
or counterpart facsimile signature pages, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. 


          17.     No Conflicting Agreements. The Executive
represents and warrants to RNK that the Executive is not a party to or bound by
any confidentiality, noncompetition, nonsolicitation, employment, consulting or
other agreement or restriction which could conflict with, or be violated by,
the performance of the Executive’s duties to RNK or obligations under this
Agreement. 


          18.     Conflict Waiver; Covenant Not to Seek Disqualification.
RNK and W2W acknowledge that Rich May, P.C. has represented RNK in certain past
matters involving RNK, and each of RNK and W2W agree that, in connection with
this Agreement and the matters addressed hereby, (i) Rich May, P.C. is
representing the Executive as an individual and not RNK; and (ii) any conflict
of Rich May, P.C. as a result of such representation is hereby waived by RNK
and W2W. 


          19.     Captions. The captions of the sections of
this Agreement are for convenience of reference only and in no way define,
limit or affect the scope or substance of any section of this Agreement. 


          20.      No Strict Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. In
the event an ambiguity or question of intent or interpretation arises under any
provision of this Agreement, this Agreement shall be construed as if drafted
jointly by the parties thereto, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of authoring any of the
provisions of this Agreement. 


          20.      Key Man Insurance. The Executive
acknowledges that RNK has purchased insurance on the life of the Executive, the
proceeds of which are payable to RNK or an affiliate of RNK. Upon termination
or expiration of this Agreement by the parties, at no cost or expense to Executive
(except Executive will be responsible for ongoing premium payments), RNK shall 





assign at the request of Executive, and Executive shall assume, the
term life insurance policies insuring the Executive as of the date of this
Agreement. 


          21.     Executive’s Automobile, Laptop and Mobile Phone.
During the Term, RNK shall provide Executive with the use of (i) that certain
2006 Mercedes CLS55 VIN WDDDJ76X06A036307 and pay all lease and insurance
payments related thereto (ii) the laptop computer and mobile phone currently
used by Executive in the performance of his duties for RNK and pay all expenses
related thereto. Upon the termination or expiration of this Agreement, at no
cost or expense to Executive (except for any on-going payments), RNK shall
assign at the request of Executive, and Executive shall assume, the lease
relating to the aforementioned automobile, and (ii) the laptop computer
(provided that all RNK and W2W materials are first removed from the computer)
and mobile phone, and RNK and Executive shall execute all such instruments,
titles and assignments and take all such actions as each shall reasonably
request to consummate such assignments and transfers in accordance with the
terms hereof. 


          22.     Benefits for Third Party Beneficiary. Until
November 30, 2007, Joy Tessier shall be an employee of RNK on maternity leave
and RNK shall provide Joy Tessier with maternity leave benefits and health,
dental, and short- and long-term disability insurance policies reasonably
comparable to those listed in Exhibit B
during that time. Without limiting the foregoing, Joy Tessier shall have the
right and option, exercisable at any time on or before April 1, 2008, to
continue her employment with RNK in the same role and on the same terms and
conditions as are applicable to Joy Tessier on the date hereof. Upon exercise
of the foregoing option, the terms of Joy Tessier’s employment shall be
evidenced in a written agreement, in the substantially the same form as this
Agreement, except for changes to reflect the foregoing terms and the other
terms of this Section 22. Further, on or before April 1, 2008 (or, if Joy
Tessier elects to continue employment, at the expiration or termination of any
such continued employment), at the written election of and at no cost or
expense to Joy Tessier (except for any on-going payments), RNK shall assign at
the request of Joy Tessier, and Joy Tessier shall assume, the lease relating to
that certain 2007 Mercedes GL450 VIN
4JGBF71E17A273989, and (ii) the laptop computer (provided that all RNK and W2W
materials are first removed from the computer) and mobile phone currently used
by Joy Tessier in the performance of her duties for RNK, and RNK and Joy
Tessier shall execute all such instruments, titles and assignments and take all
such actions as each shall reasonably request to consummate such assignments
and transfers in accordance with the terms hereof. On or before April 1, 2008
(or, if Joy Tessier elects to continue employment, at the expiration or
termination of any such continued employment) and at no cost or expense to Joy
Tessier (except Joy Tessier will be responsible for ongoing premium payments),
RNK shall assign at the written request of Joy Tessier, and Joy Tessier shall
assume, the term life insurance policies insuring Joy Tessier as of the date of
this Agreement. The parties agree that Joy Tessier is an express, intended
third party beneficiary of this Agreement with the right to enforce the terms
of this provision. 


[Remainder of Page Intentionally Left Blank]





          This
Agreement has been executed and delivered as a sealed instrument as of the date
first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE, 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