<PAGE>

                                                                    EXHIBIT 10.3

                        AMENDMENT TO EMPLOYMENT AGREEMENT

            THIS IS AN AMENDMENT (the "AMENDMENT") to that certain letter
agreement (the "AGREEMENT"), dated as of the 8th day of August, 2000, between
MPOWER COMMUNICATIONS CORP., a Nevada corporation (the "COMPANY"), and Joseph M.
Wetzel ("EXECUTIVE").

            The Company and Executive, for and in consideration of the promises,
terms and conditions contained herein, do hereby agree to make the following
amendments to the Agreement.

            1. The third paragraph of the Agreement is amended as follows:

                  (a) The first bullet point of text shall become the second
            bullet point, and the following text shall be inserted as the first
            bullet point:

                  "EMPLOYMENT TERM. Subject to earlier termination in accordance
            with the provisions hereof, this agreement (the "AGREEMENT"), as
            modified by an amendment, dated as of September 18, 2002 (the
            "AMENDMENT") shall become effective as of the date of the Amendment
            (the "EFFECTIVE DATE") and the term of your employment with the
            Mpower Communications Corporation (the "COMPANY") pursuant to this
            Agreement (the "TERM") shall expire on September 18, 2003; provided,
            however, that the Term shall automatically be extended for an
            additional one-year period on September 18, 2003 (the "EXTENSION
            DATE") unless at least 60 days prior to the Extension Date, either
            party shall give notice to the other in accordance with this
            Agreement of a desire not to extend the Term."

                  (b) The second bullet point of text (formerly the first bullet
            point) is amended, in its entirety, to read as follows:

                  "DUTIES; RESPONSIBILITIES. You shall be employed by the
            Company as President and Chief Operating Officer and shall report
            solely and directly to the Company's Chief Executive Officer (the
            "CEO"). Your duties and responsibilities shall be commensurate with
            those duties and responsibilities that are customarily assigned to
            such positions, as may be designated from time to time by the CEO.
            During the Term, you shall devote your full business time, attention
            and energies to the positions of President and Chief Operations
            Officer of the Company; provided, however, that you may devote
            reasonable amounts of time to (i) passive personal investments and
            (ii) charitable activities so long as such activities do not
            interfere with your performance pursuant to this Agreement. Your
            principal place of employment shall be the Company's offices in Las
            Vegas, Nevada, however you acknowledge that you may be required to
            travel in connection with your employment."

                  (c) The third bullet point of text (formerly the second bullet
            point) is amended, in its entirety, to read as follows:

<PAGE>
                  "FIXED SALARY. During the Term, as compensation for your
            services, the Company shall pay you a salary at the rate of $300,000
            per annum (the "FIXED SALARY") in equal bi-weekly installments less
            appropriate payroll deductions as required by law. The Fixed Salary
            shall be reviewed at least annually by the CEO or such other persons
            as appointed by the CEO and may be increased, but not decreased as a
            result of such review."

                  (d) The fourth bullet point of text (formerly the third bullet
            point) is amended, in its entirety, to read as follows:

                  "ANNUAL BONUS. During the Term, you shall be eligible to
            receive an annual bonus (the "ANNUAL BONUS") of up to 75% of the
            Fixed Salary, contingent upon achieving established goals determined
            by the Company in accordance with its customary procedures and
            standards.

                  (e) The fifth through tenth bullet points of text (formerly
            the fourth through ninth bullet points) are hereby deleted in their
            entirety, and are replaced by the following:

                  "EXPENSES. The Company shall pay or reimburse you for all
            reasonable business expenses incurred in the performance of your
            duties and which are consistent with the Company's policies,
            practices and procedures, upon submission of appropriate vouchers
            and other supporting data.

                  STOCK OPTIONS.

                  (a) Not later than September 18, 2002 (the "GRANT DATE"), you
            shall be granted stock options to purchase 100,000 shares of the
            Company's common stock (the "NEW OPTIONS"). Such New Options shall
            (i) have an exercise price equal to $.22 per share, (ii) vest in
            three (3) equal installments on each of the first three
            anniversaries of the Grant Date, (iii) have a term (the "TERM") of
            (10) years from the Grant Date, (iv) remain exercisable, to the
            extent vested on the Termination Date, for five (5) years after the
            termination of your employment with the Company for any reason, but
            in no event after the expiration of the Term, and (v) be
            non-qualified options within the meaning of the Internal Revenue
            Code.

                  (b) All of your unexercised stock options as of the Effective
            Date, other than the New Options (the "EXISTING OPTIONS") shall be
            amended so that they remain exercisable, to the extent vested on the
            Termination Date, for five (5) years after the termination of your
            employment with the Company for any reason, but in no event later
            than 10 years after the date they were granted.

                  BENEFITS. You and your eligible dependents shall be entitled
            to participate in all general pension, profit-sharing, life,
            medical, disability and other insurance, welfare and fringe benefit
            plans in effect for similarly situated executives of the Company.

                  PAID TIME OFF. As set forth in Appendix B, attached hereto and
            incorporated herein by reference, you shall not be entitled to
            receive paid time off in accordance with


                                       2
<PAGE>
            the Company's paid time off policy; provided, however, that you have
            the liberty and ability to take time off on a reasonable - as needed
            - basis, and are not required to record or track such time off."

            2. Paragraphs four and five of the Agreement are hereby deleted in
their entirety, and replaced by the following:

                  "TERMINATION OF EMPLOYMENT. Subject to the terms of this
            Agreement, the Company may terminate your employment under this
            Agreement at any time and for any reason.

                  (a) TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD REASON. In
            the event that your employment is terminated by the Company for
            Cause or you resign without Good Reason (each as defined below), you
            shall receive the following: (i) accrued and unpaid Fixed Salary
            through the Termination Date and reimbursement for any outstanding
            business expenses; and (ii) such other accrued compensation and
            benefits (including post-retirement benefits) as may be due under
            the terms of the compensation and benefit plans in which you
            participate.

                  (b) TERMINATION WITHOUT CAUSE; RESIGNATION FOR GOOD REASON. In
            the event that (A) the Company terminates your employment hereunder
            without Cause, (B) you resign for Good Reason or (C) the Company
            fails to extend the Term for at least one additional one-year period
            as described herein, you shall be entitled to the following: (i) the
            payments and benefits described immediately above in sub-section (a)
            and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to two
            times (a) the Fixed Salary paid immediately preceding the
            Termination Date and (b) the "HIGHEST BONUS", where the Highest
            Bonus equals the greater of the Annual Bonus paid by the Company to
            you (x) during the twelve (12) month period immediately preceding
            the Termination Date, or (y) during the twelve (12) month period
            immediately preceding the Effective Date. Payment of the Severance
            Benefit shall be contingent upon your execution of a waiver and
            release of claims (a "RELEASE") in favor of the Company and its
            affiliates and their respective employees and agents, substantially
            in the form set forth in Appendix A. The Severance Benefit shall be
            paid by the Company in a lump sum, no later than two (2) business
            days after the expiration of the Revocation Period, as defined in
            the Release.

                  (c) TERMINATION DUE TO DEATH OR DISABILITY. In the event of
            your death or Disability (as defined below), your Fixed Salary shall
            continue to be paid to you or your estate, as the case may be, for a
            period beginning on the Termination Date and ending on the earlier
            of (i) the expiration of the Term and (ii) the first anniversary of
            the Termination Date. Neither you, nor your estate, as the case may
            be, shall be entitled to continue to receive any benefits other than
            the Fixed Salary, proceeds from insurance per the terms of any
            applicable policy and reimbursement of expenses. In addition, all
            further vesting of options shall cease on the Termination Date.

                  NO OTHER PAYMENTS OR BENEFITS. As of the Termination Date,
            other than the payments and benefits expressly provided for or
            referred to in this Agreement,


                                       3
<PAGE>
            all obligations of the Company to you, other than as required by law
            or provided under any applicable employee benefit plan of the
            Company, shall cease.

                  NOTICE OF TERMINATION. Any termination of your employment by
            the Company or by you during the Term shall be communicated by a
            Notice of Termination (as defined below) to the other party hereto.
            The Notice of Termination shall, if applicable, indicate the
            specific termination provision in this Agreement relied upon and
            shall set forth in reasonable detail the facts and circumstances
            claimed to provide a basis for termination of your employment under
            the provision so indicated.

                  BREACH OF RESTRICTIVE COVENANTS. If, at any time, you breach
            any of the provisions in the sections of this Agreement entitled
            "Confidentiality; Nondisclosure", "No Competing Employment",
            "Restrictions on Solicitation" and/or "Assignment of Developments",
            you shall not be eligible, as of the date of such breach, for any
            severance benefits described in this Agreement and all obligations
            of the Company to pay any such severance benefits hereunder shall
            thereupon cease.

                  RESTRICTIVE COVENANTS.

                  (a) CONFIDENTIALITY; NONDISCLOSURE. You understand and
            acknowledge that in the course of your employment, you have had and
            will continue to have access to and will learn information
            proprietary to the Company and its subsidiaries and affiliates (the
            "COMPANY GROUP") that concerns the technological innovations,
            operation and methodology of the Company Group, including, without
            limitation, business plans, financial information, protocols,
            proposals, manuals, procedures and guidelines, computer source
            codes, programs, software, know-how and specifications, copyrights,
            trade secrets, market information, Developments (as hereinafter
            defined), data and customer information (collectively, "PROPRIETARY
            INFORMATION"). You agree that during the period beginning on the
            date of your hiring and continuing in perpetuity thereafter, you
            shall keep confidential and shall not disclose any such Proprietary
            Information to any third party, except as required to fulfill his
            duties in connection with your employment by the Company, and you
            shall not misuse, misappropriate or exploit such Proprietary
            Information in any way. The restrictions contained in this paragraph
            shall not apply to any information which you can demonstrate (i) was
            already available to the public at the time of disclosure, or
            subsequently became available to the public, otherwise than by
            breach of this Agreement or (ii) was the subject of a court order to
            disclose. Upon any termination of your employment, you will
            immediately return to the Company all Proprietary Information and
            copies thereof in your possession.

                  "DEVELOPMENTS" shall mean all data, discoveries, findings,
            reports, designs, inventions, improvements, methods, practices,
            techniques, developments, programs, concepts and ideas, whether or
            not patentable, relating to the present or planned activities, or
            the products and services of the Company .

                  (b) NO COMPETING EMPLOYMENT. You hereby acknowledge that in
            the course of your employment with the Company, you have become
            familiar, and will become familiar, with the trade secrets of the
            Company Group and with other


                                       4
<PAGE>
            confidential information concerning the Company Group, and that your
            services have been and will be of special, unique and extraordinary
            value to the Company Group. Therefore, you hereby agree that for the
            duration of the Restricted Period (as defined below), you shall not,
            unless you receive the prior written consent of the Board of
            Directors of the Company (the "BOARD"), directly or indirectly,
            knowingly own an interest in, manage, operate, join, control, lend
            money or render financial or other assistance to or participate in
            or be connected with, as an officer, employee, partner, stockholder,
            consultant or otherwise, any individual, partnership, firm,
            corporation or other business organization or entity that competes
            with the business of the Company as such businesses exist or are in
            the process of being formed or acquired as of the Termination Date,
            within any geographical area in which the Company is engaged,
            services customers, or was actively planning to engage during the
            Term or as of the Termination Date; provided, however, that this
            paragraph shall not proscribe your ownership, either directly or
            indirectly, of less than one percent of any class of securities
            which are listed on a national securities exchange or quoted on the
            automated quotation system of the National Association of Securities
            Dealers, Inc.

                  (c) RESTRICTIONS ON SOLICITATION. During the Restricted Period
            and except as required pursuant to your duties to the Company in
            connection with the employment relationship, you will not, directly
            or indirectly: (i) solicit or contact any customer of the Company
            Group (or any other entity that you know is a potential customer
            with respect to specific products of the Company Group and with
            which you have had contact during the period of your employment with
            the Company Group) for any commercial pursuit that to your knowledge
            is in competition with the Company, or that to your knowledge is
            contemplated from time to time during the period of your employment
            with the Company by the Company's business plan; (ii) take away or
            interfere or attempt to interfere with any custom, trade, business,
            patronage or other business relation of the Company, or induce, or
            attempt to induce, any employees, agents or consultants of or to the
            Company Group to do anything from which you are restricted by reason
            of this Agreement; or (iii) induce or aid others to induce
            employees, agents or consultants of the Company Group to terminate
            their employment with the Company Group, or interfere or attempt to
            interfere with any employees, agents or consultants of the Company
            Group.

                  (d) EXTENSION OF RESTRICTED PERIOD. The Restricted Period
            shall be extended by the length of any period during which you are
            in breach of any of the terms of this Restrictive Covenants section.

                  (e) ASSIGNMENT OF DEVELOPMENTS. During the Term, all
            Developments that are at any time made, conceived or suggested by
            you, whether acting alone or in conjunction with others, shall be
            the sole and absolute property of the Company, free of any reserved
            or other rights of any kind on your part. During the Term, if such
            Developments were made, conceived or suggested by you during or as a
            result of your employment relationship with the Company, thereafter,
            you shall promptly make full disclosure of any such Developments to
            the Company and, at the Company's cost and expense, do all acts and
            things (including, among others, the execution and delivery


                                       5
<PAGE>
            under oath of patent and copyright applications and instruments of
            assignment) deemed by the Company to be necessary or desirable at
            any time in order to effect the full assignment to the Company, or
            of your right and title, if any, to such Developments. You
            acknowledge and agree that any invention, concept, design or
            discovery that concretely relates to or is associated with your work
            for the Company that is described in a patent application or is
            disclosed to a third party directly or indirectly by you during the
            Restricted Period shall be the property of and owned by the Company
            and such disclosure by patent application or otherwise shall
            constitute a breach of sub-section (a), above, of this Restrictive
            Covenants section.

                  (f) APPLICATION OF COVENANTS. The activities described in this
            Restrictive Covenants section shall be prohibited regardless of
            whether undertaken by you in an individual or representative
            capacity, and regardless of whether performed for your own account
            or for the account of any other individual, partnership, firm,
            corporation or other business organization (other than the Company
            Group).

                  (g) INJUNCTIVE RELIEF. Without limiting the remedies available
            to the Company, you acknowledge that a breach of any of the
            covenants contained in this Restrictive Covenants section may result
            in material irreparable injury to the Company for which there is no
            adequate remedy at law, that it will not be possible to measure
            damages for such injuries precisely and that, in the event of such a
            breach or threat thereof, the Company shall be entitled to seek a
            temporary restraining order or a preliminary or permanent injunction
            restraining you from engaging in activities prohibited by this
            Restrictive Covenants section or such other relief as may be
            required to specifically enforce any of the covenants in this
            section.

                  (h) REASONABLENESS OF COVENANTS. If, at the time of
            enforcement of the covenants set forth in this Restrictive Covenants
            section, a court holds that the restrictions stated herein are
            unreasonable under circumstances then existing, the parties hereto
            agree that the maximum period, scope or geographical area reasonable
            under such circumstances shall be substituted for the stated period,
            scope or area.

                  (i) VIOLATION AND REMEDY. If the Company reasonably determines
            that you have breached any of the provisions of this Restrictive
            Covenants section, in addition to any other remedies available to
            the Company in law or equity, the Company shall be entitled to
            immediately suspend as of the date of such breach the provision to
            you of any payments or benefits under this Agreement, including
            without limitation, the Severance Benefit, or any portion thereof,
            and any portion of the Severance Benefit already paid shall be
            immediately returned to the Company. In addition, should the Company
            breach any of its obligations under this Agreement, including
            without limitation, the Severance Benefit, you will not be bound by
            the provisions of sub-sections (b) and (c) if this Restrictive
            Covenants section."

            3. The Agreement is amended to add the following new paragraphs.

                  "DEFINITIONS. Capitalized terms that are not otherwise defined
            within the text of this Agreement are defined as follows:


                                       6
<PAGE>
                  "CAUSE" shall mean the occurrence of any of the following
            events: (i) your willful material violation of any law or regulation
            applicable to the business of the Company; (ii) your conviction of,
            or plea of "no contest" to, a felony; (iii) any willful perpetration
            by you of an act involving moral turpitude or common law fraud
            whether or not related to your activities on behalf of the Company;
            (iv) any act of gross negligence by you in the performance of your
            duties as an employee; (v) any violation by you of the "Standards of
            Conduct" set forth in the Company's employee manual, as in effect
            from time to time; or (vi) any willful misconduct by you that is
            materially injurious to the financial condition or business
            reputation of, or is otherwise materially injurious to, the Company.

                  "DISABILITY" shall have the meaning set forth in the Company's
            long-term disability plan applicable to you.

                  "GOOD REASON" shall mean the occurrence of any of the
            following events: (i) a material adverse change in your title or
            duties in effect on the Effective Date; (ii) a material reduction in
            your Fixed Salary or Annual Bonus opportunity in effect on the
            Effective Date; (iii) any resignation by you, for any reason,
            occurring not earlier than 90 days or later than 270 days after a
            Change of Control; and (iv) the relocation of your principal place
            of business to a location that is more than 35 miles from your
            principal place of business on the Effective Date.

                  For the purposes of this Agreement, a "CHANGE OF CONTROL"
            shall be deemed to have occurred if: (i) by any method, transaction,
            or series of related transactions, more than 50% of the outstanding
            shares of the Company or beneficial ownership thereof are acquired
            by persons other than the members of the Board, those persons who
            were more than 5% stockholders of the Company prior to the Effective
            Date, employees of the Company and any of their immediate family
            members and affiliates, and there is a change in the membership of
            the Board, such that fewer than 50% of the members of the Board are
            persons who served in such position prior to the change in
            ownership; (ii) there is a merger or consolidation of the Company in
            which the Company is not the continuing or surviving entity or
            pursuant to which the Company's shares are converted into cash,
            securities or other property; or (iii) the Company sells, leases or
            exchanges all or substantially all of its assets or the Company's
            stockholders approve the liquidation or dissolution of the Company.

                  "NOTICE OF TERMINATION" shall mean the notice provided in the
            event of any termination of your employment by the Company or
            resignation by you during the Term which shall be communicated to
            the other party hereto.

                  "RESTRICTED PERIOD" shall mean: (i) the period during which
            you are employed with the Company; and (ii) following a termination
            of your employment with the Company for any reason, the period
            beginning on the Termination Date and ending on the first
            anniversary of the Termination Date.

                  "TERMINATION DATE" shall be determined as follows: (i) if your
            employment is terminated for Disability, sixty days after a Notice
            of Termination is given (provided that


                                       7
<PAGE>
            you shall not have returned to the full-time performance of your
            duties during such sixty-day period); (ii) if your employment is
            terminated by the Company without Cause, the date specified in the
            Notice of Termination, which date shall be no earlier than 30 days
            after the date such notice is delivered to you, as the case may be
            (or if no date is specified in the Notice of Termination, sixty days
            after the Notice of Termination is received by the Company or
            delivered to you, as the case may be); (iii) if your employment is
            terminated by the Company for Cause, the date specified in the
            Notice of Termination; (iv) in the event of your resignation of
            employment, the Termination Date shall be the date set forth in the
            Notice of Termination, which date shall be no earlier than thirty
            days after the date such notice is received by the Company; or (v)
            the Termination Date in the event of your death shall be the date of
            your death.

                  NOTICES. All notices under this Agreement shall be in writing
            and shall be deemed to have been duly given if personally delivered
            against receipt or if mailed by registered or certified mail, return
            receipt requested, addressed to the Company and to you, at the
            address indicated below or to such other person or address as may be
            designated by like notice hereunder. Any such notice shall be deemed
            to have been given on the day delivered, if personally delivered, or
            on the third business day after the date of mailing, if mailed.

                  To the Company:

                           Mpower Communications Corp.
                           175 Sully's Trail, Suite 300
                           Pittsford, NY  14534

                           Attention:  Russell I. Zuckerman, Esq.

                  To you:

                           Joseph M. Wetzel
                           [address]

                  DISPUTE RESOLUTION PROCESS. Any future dispute, controversy or
            claim between the parties arising from or relating to this
            Agreement, its breach or any matter addressed by the Agreement shall
            be resolved through binding confidential arbitration in Rochester,
            New York, to be conducted by an arbitrator that is mutually
            agreeable to both you and the Company, all in accordance with the
            rules of the American Arbitration Association then in effect. If you
            and the Company cannot agree upon an arbitrator, the arbitration
            shall be settled before a panel of three arbitrators, one to be
            selected by the Company, one by you and the other by the two persons
            so selected, all in accordance with the rules of the American
            Arbitration Association then in effect. Judgment upon the award
            rendered by the arbitrator(s) may be entered by any court having
            jurisdiction over the matter. Costs and fees of the arbitration will
            be divided equitably by the arbitrator between both parties;
            provided, however, that, in the event that either party prevails
            over the other party in connection with an arbitration arising out
            of a breach of this Agreement, the non-prevailing party shall be
            liable for all reasonable attorney's fees and


                                       8
<PAGE>
            expenses incurred in connection with any action for damages or the
            enforcement of any provision of this Agreement brought by the other
            party.

                  MISCELLANEOUS.

                  (a) NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this Agreement
            nor any of the rights or benefits evidenced hereby shall confer upon
            you any right to continuance of employment by the Company or
            interfere in any way with the right of the Company to terminate your
            employment, subject to the provisions of this Agreement, for any
            reason, with or without Cause.

                  (b) EXECUTIVE'S REPRESENTATION. You hereby represent and
            warrant to the Company that the execution and delivery by you of
            this Agreement to the Company will not breach the terms of any
            contract, agreement or understanding to which you are a party. You
            further acknowledge and agree that a breach of this representation
            by you shall render this Agreement void ab initio and of no further
            force and effect.

                  (c) SUCCESSORS. This Agreement shall be binding upon and inure
            to the benefit of and be enforceable by the parties hereto and their
            respective heirs, legal representatives, successors and, in the case
            of the Company, business successors (whether direct or indirect, by
            purchase, merger, consolidation or otherwise), but no other person
            shall acquire or have any rights under or by virtue of this
            Agreement, and your obligations under this Agreement may not be
            assigned or delegated.

                  (d) SEVERABILITY. Whenever possible, each provision of this
            Agreement will be interpreted in such manner as to be effective and
            valid under applicable law, but if any provision of this Agreement
            is held to be invalid, illegal or unenforceable in any respect under
            any applicable law or rule in any jurisdiction, such invalidity,
            illegality or unenforceability will not affect any other provision
            or any other jurisdiction, but this Agreement will be reformed,
            construed and enforced in such jurisdiction as if such invalid,
            illegal or unenforceable provision had never been contained herein.

                  (e) WITHHOLDING. Amounts paid to you hereunder shall be
            subject to all applicable federal, state and local tax withholdings.

                  (f) HEADINGS. The headings contained in this Agreement are
            intended solely for convenience of reference and shall not affect
            the rights of the parties to this Agreement.

                  (g) SURVIVAL. All of the provisions and restrictions set forth
            in the Restrictive Covenants section shall survive and continue in
            full force in accordance with their terms notwithstanding any
            termination of the Term.

                  (h) COUNTERPARTS. This Agreement may be executed in separate
            counterparts, each of which is deemed to be an original and all of
            which taken together constitute one and the same agreement.


                                       9
<PAGE>
                  (i) GOVERNING LAW. This Agreement shall be governed by and
            construed and enforced in accordance with the laws and decisions of
            the State of New York applicable to contracts made and to be
            performed therein without giving effect to the principles of
            conflict of laws.

                  (j) ENTIRE AGREEMENT; MODIFICATION; WAIVER; INTERPRETATION.
            This Agreement, contains the entire agreement and understanding
            between the parties with respect to the subject matter hereof and
            supersedes all prior negotiations and oral understandings concerning
            the subject matter hereof; provided, however, that the Indemnity
            Agreement dated September 20, 2002, attached hereto as Appendix C
            and incorporated herein by reference shall be enforceable and
            binding on the parties. Neither this Agreement nor any of its
            provisions may be modified, amended, waived, discharged or
            terminated, in whole or in part, except in writing signed by the
            party to be charged. No waiver of any such provision or any breach
            of or default under this Agreement shall be deemed or shall
            constitute a waiver of any other provision, breach or default. All
            pronouns and words used in this Agreement shall be read in the
            appropriate number and gender, the masculine, feminine and neuter
            shall be interpreted interchangeably and the singular shall include
            the plural and vice versa, as the circumstances may require."

            4. Except as amended by this Amendment, all terms and conditions of
the Agreement shall remain in full force and effect. Moreover, it is the
intention of the parties hereto that if this Amendment is void, becomes
voidable, or otherwise is or becomes unenforceable as drafted, then the
Agreement shall continue in full force and effect, in accordance with the terms
and conditions thereof immediately prior to the execution of this Amendment.
This Amendment may be executed in any number of counterparts which together
shall constitute one instrument, shall be governed by and construed in
accordance with the laws and decisions of the State of New York applicable to
contracts made and to be performed therein without giving effect to the
principles of conflict of laws.


                                       10
<PAGE>
            IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of this 18th day of September, 2002.

                                        MPOWER COMMUNICATIONS CORP.

                                        By: /s/ Rolla P. Huff
                                            -----------------------------------
                                            Rolla P. Huff
                                            Chairman and CEO


                                            /s/ Joseph M. Wetzel
                                            -----------------------------------
                                            Joseph M. Wetzel


                                       11