Exhibit 10.42


    
      January
        5, 2006

      


      Steven
        Reimer

      1091
        Windhaven Ct.

      Lake
        Forest, IL 60045

      


      


      Dear
        Steve:

      


      In
        light
        of your resignation from Mpower Communications, this letter is to inform
        you of
        the terms of your separation of employment from the company on March 1,
        2006.
        As you
        are aware, you are subject to a Retention and Severance Agreement dated October
        11, 2001, as amended by Amendment to Retention and Severance Agreement dated
        January 24, 2005 (collectively, the “Severance Agreements”). Under the
        circumstances, your resignation has triggered the Severance Agreements.


      


      Please
        read the following information in regard to your benefits.

      


      SEVERANCE
        BENEFIT:
        You will
        receive 100% of your base salary of $219,419.88 in severance, less all
        applicable payroll deductions (the “Severance Benefit”), payable over one (1)
        year in equal installments in accordance with the Company’s standard payroll
        practices. In order to receive the Severance Benefit you must sign and return
        the enclosed release and any Mpower equipment in your
        possession (laptop, cell phone, tools, AMEX card, phone cards etc.). As noted
        in
        your release agreement you have 21 days to sign and return this agreement.
        Please send your signed release to People Services, attention Clare Velepec,
        Rochester, in the enclosed, self-addressed envelope. Payment of the Severance
        Benefit shall commence on return of the signed release as more fully outlined
        in
        the release agreement.

      


      CONTINUED
        EMPLOYMENT:
        You
        shall remain an employee of Mpower through March 1, 2006, with your duties
        as
        set forth in section 3(c) of your Severance Agreement dated October 11, 2001.
        However, during the transition period from January 31, 2006 through February
        28,
        2006 you will only be expected to work 30 hours weekly, and your salary shall
        be
        reduced by one-half during that transition period.

      


      FINAL
        PAYCHECK: You
        will
        receive your final paycheck on March 17, 2006. If you have submitted any
        expenses for reimbursement those will be processed on the regular schedule
        and
        mailed to your home. 

      


      BENEFITS:
        You
        are
        currently enrolled in health and/or dental insurance. Your coverage will
        end on
        March 1, 2006. You remain responsible for the employee portion of your health
        insurance premiums through March 1, 2006, which will be deducted from your
        regular paychecks. If you wish to continue coverage after March 1, 2006,
        you
        will have the option to do so under COBRA. You will receive information in
        the
        mail regarding COBRA within a few weeks following 3/1/06.
        All
        other
        benefits (Life insurance, dependent life, FSA, STD, LTD) will end on March
        1,
        2006. If you wish to continue your life insurance, you have 31 days to apply
        for
        a conversion policy. Please contact Ann Maynard if you would like the conversion
        forms.

      


      EMPLOYEE
        ASSISTANCE PROGRAM:
        You will
        be able to take advantage of Horizon Behavioral Services Program for up to
        30
        days after your separation date. This program will be able to refer you to
        many
        services including outplacement support. If you are interested in learning
        more
        about this program, please call 1-866-486-4334.

      


      FLEXIBLE
        SPENDING ACCOUNTS:
        If you
        are enrolled in the FSA program, you have 90 days to submit claims for services
        that were rendered prior to your termination date. Submit all receipts to
        Blue
        Cross Blue Shield, 165 Court Street, Rochester, NY 14647. If enrolled in
        a
        Medical/Dental Spending Account, coverage may be continued through the COBRA
        program. Claim
        forms can be obtained by calling the Blue Cross express line at 800-548-6428
        or
        by visiting the web site at www.bcbsra.com.

      


      2005
        BONUS:
        You
        shall receive your 2005 Bonus, as determined in the ordinary course by the
        Company and/or the Company’s Board of Directors pursuant to the 2005 Bonus Plan,
        and without regard to your termination prior to the date such Bonus is
        paid.

      


      401(k):
        If
        you
        were contributing to the Mpower Communications 401(k) plan, please see the
        enclosed distribution form. Mail the completed form in the enclosed
        envelope.

      


      STOCK
        OPTIONS: You
        will
        have five years from your date of termination to exercise any options that
        have
        vested to that date. Please contact Salomon Smith Barney at (800) 842-0409
        to
        exercise your vested options.

      


      Please
        feel free to call or email People Services if you have any
        questions.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Benefits
        & 401(k):     Ann
        Maynard     585-218-8690

      175
        Sully’s Trail, Suite 300

      Pittsford,
        NY 14534

      


      


      Email:   peopleservices@mpowercom.com 

      


      Sincerely,

       

      
        	 	 	 	 
	/s/ Clare
                Velepec	 	 	 
	
                

              	 	 	
              
	Clare
                Velepec
VP, People Services	 	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Mpower
        Communications Corp.

      175
        Sully’s Trail, Suite 300

      Pittsford,
        NY, 14534

       

      Release

       

      I,
        Steven
        Reimer ,
        am a
        party to a Severance Agreement (the “Agreement”),
        dated
        October 11, 2001, with Mpower Communications Corp., a Nevada corporation
        (the
“Company”).
        The
        Agreement contemplates that, in consideration for my receipt of the Severance
        Benefit (as such term is defined in the Agreement), I will deliver a Release
        in
        the form set forth below, and I now desire to deliver such Release to the
        Company in the manner contemplated by the Agreement.

      


      1.
        General
        Release.
        In
        consideration of the Severance Benefit, I hereby release and forever discharge
        the Released Parties (as defined below) from any and all claims, actions,
        causes
        of action, suits, costs controversies, judgments, decrees, verdicts, damages,
        liabilities, attorney’s fees, covenants, contracts and agreements (collectively,
        including claims, actions and causes of action set forth in Section 2 below,
        “Claims”)
        that I
        may have against the Released Parties based on or arising out of (i) my
        employment relationship with and service as an employee, officer or director
        of
        the Company, and the termination of such relationship or service, or (ii)
        any
        event, condition, circumstance or obligation that occurred, existed or arose
        on
        or prior to the date hereof, including, without limitation, any Claims arising
        under any applicable federal, state or local law, or any law of any foreign
        jurisdiction, whether such Claim arises under statute, common law or in equity,
        and whether or not I am presently aware of such claim. I further agree that
        the
        payments and benefits described in the Agreement are in full satisfaction
        of any
        and all Claims for payments or benefits that I may have against the Company
        arising out of my employment relationship, my service as an employee, officer
        or
        director of the Company and the termination thereof. I also do forever release,
        discharge and waive any rights that I may have to recover in any proceedings
        brought by any federal, state or local agency against the Released Parties
        to
        enforce any laws. 

      For
        purposes of this release, the “Released
        Parties” means,
        individually and collectively, the Company, its present, former and future
        shareholders, partners, limited partners, affiliates, parents, subsidiaries,
        successors, directors, officers, employees, agents, attorneys, successors
        and
        assigns.

      


      2.
        Specific
        Release of ADEA Claims.
        In
        further consideration of the Severance Benefit, I hereby release and forever
        discharge the Company and its employees, officers and directors from any
        and all
        Claims that I may have as of the date of my signing of this Release arising
        under the
        Federal Age Discrimination in Employment Act of 1967, as
        amended,
        and the
        applicable rules and regulations promulgated thereunder (“ADEA”).

      


      3.
        Release
        of Unknown Claims.
        I
        understand that I am releasing Claims pursuant to this Agreement that I may
        not
        know about, and that is my intent. I expressly waive all rights that I might
        have under any law that is intended to prevent unknown Claims from being
        released and I understand the significance of doing so. In addition, I
        expressly acknowledge that the Release under this Agreement is intended to
        include and does include in its effect, without limitation, all Claims which
        I
        do not know or suspect to exist in my favor at the time of execution of this
        Release and that this Release expressly contemplates the extinguishment of
        all
        such Claims.

      


      4.
        No
        Pending Litigation.
        I
        hereby represent and agree that I have not filed, and will not file, any
        action,
        complaint, charge, grievance or arbitration against any Released
        Party.

      


      5.
        No
        Right to Commence any Legal Action.
        I will
        not commence or join any legal action, which term includes, without limitation,
        any demand for arbitration proceedings and any complaint to any federal,
        state
        or local agency, court or other tribunal, to assert any Claim released by
        me
        under this Agreement against a Released Party. If I commence or join any
        such
        legal action against a Released Party, I will promptly indemnify such Released
        Party for its reasonable costs and attorneys’ fees incurred in defending such
        action as well as any monetary judgment obtained by me against any Released
        Party in such action.

      


      6.
        Acknowledgment.
        By
        signing this Release, I hereby acknowledge and confirm the
        following:

      


      (a)
        Consultation
        with an Attorney.
        I was
        advised in writing by the Company in connection with my termination of
        employment to consult with an attorney of my choice prior to signing the
        Agreement and this Release and to have such attorney explain to me the terms
        of
        the Agreement and this Release, including, without limitation, the terms
        relating to my release of claims arising under ADEA.

       

      (b)
        Understand
        this Agreement.
        I have
        read the Agreement and this Release carefully and completely and understand
        each
        of the terms thereof.

       

      (c)
        Twenty-One
        Days to Consider.
        I was
        given not less than twenty-one days to consider the terms of the Agreement
        and
        this Release and to consult with an attorney of my choosing with respect
        thereto, and that for a period of seven days following my signing of this
        Release, I have the option to revoke this Release in accordance with the
        terms
        set forth below.

       

      (d)
        Consideration.
        By
        signing this Release, I hereby acknowledge and confirm that I am providing
        the
        Release and discharge set forth herein only in exchange for consideration
        in
        addition to anything of value to which I am already entitled.

       

      7.
        Revocation.
        I have
        the right to revoke this Release during the seven-day period (the “Revocation
        Period”)
        commencing immediately following the date I sign and deliver this Release
        to the
        Company. The Revocation Period shall expire at 5:00 p.m., New York time, on
        the last day of the Revocation Period; provided,
        however,
        that if
        such seventh day is not a business day, the Revocation Period shall extend
        to
        5:00 p.m. on the next succeeding business day. In the event of any such
        revocation by me, the obligations of the Company to pay the Severance Benefit
        pursuant to the Agreement shall terminate and be of no further force and
        effect
        as of the date of such revocation. No such revocation by me shall be effective
        unless it is in writing and signed by me and received by a representative
        of the
        Company prior to the expiration of the Revocation Period.

       

      My
        signature below indicates my agreement with the terms and provisions described
        above.

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	Date: 	 	/s/ 
	 	
                

                Steven Reimer