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                                                                   Exhibit 10.54


                                 AMENDMENT NO.2
                                RESALE AGREEMENT
               BETWEEN APPLIEDTHEORY CORPORATION AND NYSERNET.ORG


          This Amendment No. 2 to the Resale Agreement (this "Amendment") is
made as of June 27, 2000 by and between AppliedTheory Corporation, (formerly
NYSERNet.Com) ("AppliedTheory") and NYSERNet.org, a New York corporation
("NYSERNet").

                                   BACKGROUND

          This Amendment is made with reference to the following facts:

     A.   NYSERNet and AppliedTheory are parties to that certain Resale
          Agreement dated as of 10/1/96 (the "Agreement").

     B.   The parties executed amendment 1 to the Agreement on April 18, 2000
          ("Amendment No. 1") prior to agreement on all terms related to the
          provision of OC-3 connectivity by AppliedTheory to NYSERNet Members.
          Amendment 1 was issued at such time for the purpose of enabling
          NYSERNet Members to place orders for OC-3 local loops, so that
          AppliedTheory could complete delivery of such circuits in time for the
          fall semester.

     C.   The parties desire to further amend the Agreement to finalize the
          terms under which such OC-3 services will be provided and to modify
          the Agreement in certain other respects as set forth below.

                              TERMS AND CONDITIONS

     1    "Section 12 TERMINATION" is modified to replace Paragraph 12.5 and to
          add Paragraphs 12.6 and 12.7 below:

          12.5 NYSERNet Board member institutions purchasing Access Services at
          speeds below T-3 may terminate their Access service agreements at
          will. The customary three-month termination liability is reduced to
          two months. Termination of a Board member institutions' service
          agreement shall not affect the termination date of this Agreement.

          12.6 For NYSERNet Board member institutions purchasing Access Services
          at or above T-3 level, the two-month termination liability is reduced
          to one-month. Termination of a Board member institutions' service
          agreement shall not affect the termination date of this Agreement.

          12.7 AppliedTheory shall be responsible for any termination charges or
          other costs or penalties assessed by local exchange providers under
          contract with AppliedTheory as a result of the early termination by
          Certified Authorized Customers of OC-3 local loops. Given this
          obligation, selection of local loop providers and contract term will
          be mutually agreed to by the parties giving consideration to pricing,
          service record, and terms and conditions including termination
          liability.

          For all purposes of this Agreement, a "Certified Authorized Customer"
          means an Authorized Customer who is certified by NYSERNet to be in
          good standing.


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Amendment 2 - Page 2 of 2


2.   In consideration of the completion of the OC12 backbone upgrade, future
     OC-3 Customer connections, and the additional favorable terms extended
     herein, NYSERNet agrees to pay a one-time implementation fee to
     AppliedTheory in the amount of One Million Dollars ($1,000,000.00). Such
     fee shall be paid in two installments. The first payment in the amount of
     $500,000.00 (Five Hundred Thousand Dollars) shall be payable upon
     completion of the upgrade of the AppliedTheory Network to OC-12. The
     second payment in the amount of $500,000.00 (Five Hundred Thousand Dollars)
     shall be payable when six Certified Authorized Customers have been
     provisioned by AppliedTheory with OC-3 connectivity. NYSERNet shall pay
     such invoices within 30 days of receipt.

3.   This Amendment shall be effective as of the date of the last signature
     hereto (the "Amendment Effective Date").

4.   All other terms and conditions of the Agreement, and all prior amendments,
     which are not specifically amended herein, shall remain in full force and
     effect.



IN WITNESS WHEREOF, the parties have executed this Amendment by their authorized
officers.








APPLIEDTHEORY CORPORATION                       NYSERNET.ORG, INC.

By: /s/ Angelo Gencarelli III                   By:  /s/ Timothy Lance
   ---------------------------                     --------------------------

Name:  Angelo Gencarelli                        Name:  Dr. Timothy Lance

Title: Sr. Vice President Business              Title: President
       Integration and Administration

Date:  June 27,2000                             Date:  June 27,2000
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