Exhibit 10.88 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and
effective as of June 30, 2010, by and among WAVE2WAVE COMMUNICATIONS, INC., a
Delaware corporation (the “W2W”), RNK, Inc. d/b/a RNK Communications (“RNK”)
and RICHARD N. KOCH (the “Executive”). W2W, RNK and Executive shall be
individually referred to as a ‘Party”, and collectively as the “Parties.”


RECITALS


          A.
The Parties are parties to a certain Employment Agreement, dated as of October
12, 2007, as amended (the “Existing Agreement”).


          B.
The Parties desire to further amend Section 1 of the Existing Agreement to
extend the Term of the Existing Agreement.


          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.


          2.
Amendment to Section 1. Section 1 of the Existing Agreement is hereby
deleted in its entirety and replaced with the following language:


	
  

 	
  

 	
  

 
	
  

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

 	
  

 



          3.
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.


          4.
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.


          5.
Conformed Copy. This Amendment is a conformed copy of the Amendment
previously executed by the parties hereto and replaces and supersedes such
prior Amendment.


          IN
WITNESS WHEREOF, this Second 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

 
	
  

 	
  

 
	
  

 	
 RNK, Inc.

 
	
  

 	
  

 
	
  

 	
 By: /s/
 Steven Asman

 
	
  

 	
 Name: Steven
 Asman

 
	
  

 	
 Title:
 President

 
	
  

 	
  

 
	
  

 	
 /s/ Richard
 N. Koch

 
	
  

 	

 


 
	
  

 	
 Richard N. Koch

 



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