Exhibit 10.2


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
(this “Amendment”) is made and effective as of the 20th day of
November, 2009, by and between WAVE2WAVE
COMMUNICATIONS, INC., a Delaware corporation having a principal
business address at Continental Plaza, 6th Floor, 433 Hackensack
Avenue, Hackensack, New Jersey 07601 (the “Company”) and ANDREW BRESSMAN, an individual having an
address at 14 Hoverman Road, Old Tappan, New Jersey 07675 (the “Employee”).
Employee and Company shall be individually referred to as a “Party”, and
collectively as the “Parties.”


RECITALS


          A.          The
Company and the Employee are parties to a certain Employment Agreement, dated
as of June 12, 2009 (the “Existing Agreement”).


          B.          The
Parties desire to amend Section 2.3 of the Existing Agreement to provide that
shares of common stock of the Company, par value $0.0001 per share (the “Common
Stock ), be issued in lieu of the stock options referenced therein. 


          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; provided, however, all
references to the term “Agreement” herein and in the Existing Agreement shall
refer to the Existing Agreement, as amended by this Amendment.


          2.          Amendment
to Section 2.3. Section 2.3 of the Existing Agreement is hereby deleted in
its entirety and replaced with the following language:


                      “2.3.
Stock Grant. 


                    (a)
The Company will grant to Employee 2,484,320 shares (the “Shares”) of Common
Stock of the Company as compensation for services rendered to the Company. 


                    
(b) The purchase price for the Shares shall be $0.0001 per share, and shall be
paid in good and immediately available United States dollars.”


          3.          Option
Cancellation and Share Issuance. The Employee hereby acknowledges and
agrees that the Company did not grant any stock options to Employee pursuant to
Section 2.3 of the Existing Agreement and that the Company has no





obligations to issue to Employee any stock options pursuant to Section
2.3 of the Existing Agreement. The Company shall issue the Shares to the
Employee upon the
execution of this Amendment by Employee.


          4.          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. 


          5.          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.


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          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

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ Andrew Bressman

 
	
  

 	 

 
	
  

 	
 Andrew
 Bressman