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                                                                    Exhibit 10.2

                       AMENDMENT NO. 6 TO CONTRACT C000525


                  THIS AMENDMENT, made this Twenty-fourth day of July in the
year One thousand nine hundred and ninety-eight serves to change the vendors
name to AppliedTheory Communications, Inc., formerly known as NYSERNET, and
increases the contract amount to $13,387,237.12 as per the July 1998 Scope of
Work.

                  WITNESSETH, that AppliedTheory and the Department of Labor, in
consideration of the agreements incorporated herein, do hereby agree as follows:

                  ARTICLE I.

                  The party of the first part shall provide Consulting,
Applications Development, Systems Integration, Help Desk Services and Training
as per the July 1998 Scope of Work and the Software Licensing Agreement
attached, which together with all appendices is hereby made a part of this
agreement.

                  ARTICLE II.

                  It is hereby mutually agreed between the parties hereto that
the sum to be paid by the party of the second part to the party of the first
part for said services shall be as follows:

                  This Amendment increases the Contract amount by $5,000,000.00.

                  All other terms and conditions remain the same.

                  IN WITNESS WHEREOF, the parties hereto, have set their hand
         and seals, the day and year written above.

                  STATE OF NEW YORK, COUNTY OF ONONDAGA  SS:

                  On the 30th Day of July, Nineteen Hundred and Ninety-eight
before me personally came Angelo A. Gencarelli, III to me known, who being by me
duly sworn, did depose and say that he resides at: 4007 Arrowhead Lane,
Liverpool, New York 13090, and that he is the Senior Director of
Accounting/Controller of AppliedTheory Communications, Inc., the corporation
described in and which executed the foregoing instrument, and that he signed his
name thereto by order of the Board of Directors of said corporation.




                                           /s/   Malinda J. Amerman
                                           ------------------------------------
                                           NOTARY PUBLIC  (affix stamp)
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Agency Certification

         "In addition to the acceptance of this contract, I also certify that
original copies of this signature page will be attached to all other exact
copies of this contract."


VENDOR                                         NYS DEPARTMENT OF LABOR
/s/   Angelo A. Gencarelli                     /s/   Laurel Dawson
---------------------------------------        ---------------------------------
Authorized Signature                           Authorized Signature


---------------------------------------        ---------------------------------
Printed Name                                   Printed Name


Senior Director of Accounting/Controller       (Purchasing) Agent
---------------------------------------        ---------------------------------
Title                                          Title


     7/30/98                                        8/11/98
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Date                                           Date


STATE ATTORNEY GENERAL                         STATE COMPTROLLER

/s/   Peter Favretto                           /s/   Illegible
---------------------------------------        ---------------------------------

     8/18/98                                        9/30/98
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Date                                           Date