<Page>

                                                                    Exhibit 10.2

      THE SYMBOL '***' IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT THE
PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

                                SECOND AMENDMENT
                                ----------------
                                TO LOAN DOCUMENTS
                                -----------------


      THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered into
as of May 24, 2001 among PF.NET CORP. (the "Borrower"), VELOCITA CORP.
(successor by name change to PF.Net Holdings, Limited, the "Parent") and the
Subsidiaries of the Borrower (individually a "Guarantor" and collectively the
"Guarantors"; the Guarantors, together with the Borrower, individually a "Loan
Party" and collectively the "Loan Parties"), FIRST UNION NATIONAL BANK, as
Administrative Agent (the "Administrative Agent") for the lenders party to the
Credit Agreement defined below (the "Lenders"), the Lenders and STATE STREET
BANK AND TRUST COMPANY, as Corporate Trustee and PATRICK THEBADO, as Individual
Trustee for the Secured Parties pursuant to the Trust Agreement defined below
(the "Trustees"). Capitalized terms used herein and not otherwise defined herein
have the respective meanings given to them in the Credit Agreement (as
hereinafter defined) and that certain Trust Agreement, dated as of October 29,
1999, among the Borrower and the Trustees (the "Trust Agreement").

                                    RECITALS
                                    --------

      WHEREAS, the Borrower, the Administrative Agent and the Lenders are
parties to that certain Credit Agreement dated as of October 29, 1999 (as
amended, modified, supplemented or restated to date, the "Credit Agreement");

      WHEREAS, in connection with the Credit Agreement, the parties hereto have
entered into various Loan Documents; and

      WHEREAS, the parties to each of the Loan Documents set forth on SCHEDULE 1
attached hereto have agreed to amend each such Loan Document on the terms and
subject to the conditions contained in this Amendment.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


<Page>

I.    AMENDMENTS TO LOAN DOCUMENTS

      1.1 Each of the Loan Documents set forth on SCHEDULE 1 attached hereto are
hereby amended in their entirety to read in the form of such Loan Documents
attached to this Amendment. The modifications to such Loan Documents shall be
effective as of the Second Amendment Effective Date and shall apply from such
date (and not retroactively) unless otherwise specifically set forth in such
Loan Documents.

      1.2 Each of the parties hereto acknowledges and agrees that each of Cisco
Systems Capital Corporation, a Nevada corporation ("CSCC"), and Koch Telecom
Ventures, Inc., a Delaware corporation ("Koch Telecom"), is hereby added as a
"Lender" under the Loan Documents and shall have the rights and obligations of a
"Lender" under the Loan Documents.

II.   CONDITIONS PRECEDENT

      2.1 The effectiveness of this Amendment is subject to the satisfaction of
each of the following conditions precedent in a manner reasonably acceptable to
the Administrative Agent:

            (a) The Administrative Agent shall have received copies of this
      Amendment duly executed by the Loan Parties, the Trustees, the
      Administrative Agent, CSCC, Koch Telecom and the Required Lenders.

            (b) The Administrative Agent shall have received promissory notes
      duly executed by the Borrower in favor of Cisco Systems Capital
      Corporation and Koch Telecom Ventures, Inc.

            (c) The Administrative Agent shall have received a favorable written
      opinion (addressed to or for the benefit of the Lenders, dated the Second
      Amendment Effective Date and addressing such matters relating to the Loan
      Parties and the Loan Documents as the Administrative Agent shall
      reasonably request) of each of (i) Latham & Watkins, counsel for the Loan
      Parties and (ii) Swidler Berlin Shereff Friedman, LLP, special
      communications counsel to the Loan Parties, in each case in form and
      substance reasonably satisfactory to the Administrative Agent.

            (d) The Administrative Agent shall have received such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the organization, existence and good standing of the
      Loan Parties, the authorization of this Amendment and the other Loan
      Documents, the incurrence of the Tranche A-3 Loans, the granting of Liens
      and security interests pursuant to the Security Documents and any other
      legal matters relating to the Loan Parties and the Loan Documents, all in
      form and substance reasonably satisfactory to the Administrative Agent and
      its counsel.

            (e) The Administrative Agent, CSCC and First Union shall have
      received payment of all fees and other amounts due and payable to them
      under the Credit Agreement, under the Fee Letter or under the Tranche A-3
      Fee Letter, including, to the



                                       2
<Page>


      extent invoiced, reimbursement or payment of all expenses required to be
      reimbursed or paid by the Borrower under the Credit Agreement or under any
      other Loan Document, and the Administrative Agent shall have received, for
      the account of each Lender which executes this Amendment and returns its
      executed signature page to the Administrative Agent by fax to 704-331-1159
      no later than 5:00 p.m. (Eastern Time) on May 24, 2001 (time being of the
      essence), a consent fee equal to *** of the aggregate funded and unfunded
      Commitments under the Credit Agreement (without giving effect to this
      Amendment) held by such Lender on May 24, 2001.

            (f) The Administrative Agent shall have received such Security
      Agreements (in substantially the form of Exhibit A hereto) duly executed
      by the Special Purpose Subsidiaries as may be required by the
      Administrative Agent, together with Uniform Commercial Code financing
      statements and other instruments and documents requested by the
      Administrative Agent to perfect security interests granted pursuant to
      such Security Agreements and the other Security Documents.

            (g) The Administrative Agent shall have received evidence
      satisfactory to it that the insurance required by Section 5.07 of the
      Credit Agreement is in effect and that the Administrative Agent and the
      Collateral Trustee have been named as an additional insured and loss payee
      under all insurance policies to be maintained with respect to the
      properties of the Borrower constituting the Collateral.

            (h) The Lenders shall have received updated copies as of the Second
      Amendment Effective Date of Schedules 3.05, 3.14 and 3.15 to the Credit
      Agreement.

            (i) The Administrative Agent shall have received evidence
      satisfactory to it that the Securities Account Control Agreements required
      by the Security Documents reasonably satisfactory to the Administrative
      Agent have been executed and delivered by the Borrower and its
      Subsidiaries.

            (j) The Administrative Agent shall have received an executed copy of
      all Collateral Access Agreements required by Section 5.14(b) of the Credit
      Agreement and a certificate of a duly authorized officer certifying that
      the Collateral Access Agreements required by Section 5.14(c) of the Credit
      Agreement have been distributed to the Persons referred to in such
      Section.

            (k) The Borrower shall have delivered to the Administrative Agent a
      certificate of a duly authorized officer certifying that, concurrently
      with the effectiveness of this Amendment, the Parent will receive
      $200,000,000 of cash pursuant to the Cisco Subscription Agreement and will
      contribute the proceeds thereof, net of fees and expenses and net of cash
      used to repay the principal of and interest on that certain Nonnegotiable
      Subordinated Note dated October 29, 1999 made by the Parent in favor of
      Koch Telecom in the original principal amount of $10,000,000 to the
      Borrower.

            (l) PF.Net Corp. and Cisco Systems shall have executed and delivered
      the Cisco Supply Agreement and all conditions precedent to the
      effectiveness of the Cisco



                                       3
<Page>


      Supply Agreement shall have been satisfied including delivery to Cisco
      Systems of UCC-1 financing statements naming PF.Net Supply Corp. as
      debtor, to be filed in any state or local jurisdiction as deemed
      reasonably necessary by Cisco Systems to perfect a purchase money security
      interest on Cisco Products which have been shipped for delivery but for
      which payment has not been delivered pursuant to the Cisco Supply
      Agreement.

            (m) The Lenders shall have received (i) a copy of the AT&T Agreement
      as in effect on the Second Amendment Effective Date, (ii) the Business
      Plan in effect as of the Second Amendment Effective Date, (iii) evidence
      reasonably satisfactory to the Administrative Agent that, the Tranche A-3
      Loan to be made by Koch Telecom will be funded concurrently with the
      effectiveness of this Amendment, and the Nonnegotiable Subordinated Note
      dated October 29, 1999 made by the Parent in favor of Koch Telecom will be
      paid in full.

            (n) The Administrative Agent shall have received a certificate of
      the Borrower dated as of the Second Amendment Effective Date attaching a
      copy of the Cisco Subscription Agreement and all agreements and other
      documents delivered in connection therewith, and certifying, as to each
      such agreement and document, that (i) such copy is true and correct, (ii)
      the conditions precedent to the effectiveness of the Cisco Subscription
      Agreement have been either satisfied or waived in accordance with the
      provisions thereof and (iii) in the case of any such agreement, such
      agreement is in full force and effect.

            (o) The Administrative Agent shall have received a certificate of
      the Borrower to the effect that, as of the Second Amendment Effective
      Date, no Event of Default with respect to the AT&T Agreement under Section
      7.01(p) of the Credit Agreement has occurred and is continuing.

            (p) The Borrower shall have executed and delivered the Side Letter
      as referenced in Section 6.04 of the Credit Agreement, as amended hereby.

            (q) The Administrative Agent and the Borrower shall have established
      a deposit account in the name of the Borrower, but under the sole dominion
      and control of CSCC, to serve as the Tranche A-3 Account with the
      Administrative Agent as referenced in Section 2.03 of the Credit
      Agreement, as amended hereby.

            (r) The Borrower and CSCC shall have executed the CSCC Borrowing
      Procedures Letter.

            (s) The Borrower shall deliver to the Administrative Agent such
      other closing documentation as the Administrative Agent may reasonably
      request.

            (t) All other documents and legal matters in connection with the
      transactions contemplated by this Agreement and the other Loan Documents
      shall be reasonably satisfactory to the Administrative Agent and its
      counsel.



                                       4
<Page>

III.  MISCELLANEOUS

      3.1   Each of the Loan Parties represents and warrants as follows:

            (a) It has taken all necessary action to authorize the execution,
      delivery and performance of this Amendment.

            (b) This Amendment has been duly executed and delivered by such Loan
      Party and constitutes such Loan Party's legal, valid and binding
      obligations, enforceable in accordance with its terms, except as such
      enforceability may be subject to (i) bankruptcy, insolvency,
      reorganization, fraudulent conveyance or transfer, moratorium or similar
      laws affecting creditors' rights generally and (ii) general principles of
      equity (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).

            (c) No consent, approval, authorization or order of, or filing,
      registration or qualification with, any court or governmental authority or
      third party is required in connection with the execution, delivery or
      performance by such Loan Party of this Amendment.

            (d) The representations and warranties of the Loan Parties set forth
      in the Loan Documents are true and correct in all respects (or, in the
      case of any representation or warranty that is not qualified as to
      materiality, in all material respects). No unwaived event has occurred and
      is continuing which constitutes a Default or an Event of Default under the
      Credit Agreement as amended by this Amendment.

      3.2 Each Loan Party hereby ratifies the Loan Document(s) to which it is a
party and acknowledges and reaffirms (a) that it is bound by all terms of such
Loan Document(s) (as amended hereby) applicable to it and (b) that it is
responsible for the observance and full performance of its respective
Obligations under such Loan Document(s).

      3.3 The parties hereto acknowledge and agree that this Amendment shall
constitute a Loan Document.

      3.4 This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

      3.5 Except as amended hereby, the Credit Agreement and all other Loan
Documents shall continue in full force and effect.

      3.6 This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts
of this Amendment by telecopy shall be effective as an original and shall
constitute a representation that an original shall be delivered.



                                       5
<Page>

      3.7 Any provision of this Amendment held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.

      3.8 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. The provisions of the Credit Agreement regarding jurisdiction, venue,
service of process and waiver of jury trial are hereby incorporated by
reference, MUTATIS MUTANDIS.



                                       6
<Page>



      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered by their proper and duly
authorized officer as of the day and year first above written.

BORROWER:               PF.NET CORP.
--------


                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO



<Page>



PARENT:                 VELOCITA CORP. (SUCCESSOR BY NAME CHANGE TO PF.NET
------                  HOLDINGS, LIMITED)

                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO




<Page>



GUARANTORS:             PF.NET SUPPLY CORP.
----------
                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO




<Page>



                        PF.NET CONSTRUCTION CORP.

                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO




<Page>



                        PF.NET NETWORK SERVICES CORP.

                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO




<Page>



                        PF.NET PROPERTY CORP.

                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO




<Page>



                        PF.NET VIRGINIA, LLC

                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO




<Page>



                        PF.NET VIRGINIA CORP.

                        By: /s/ David L. Taylor
                           ---------------------------------
                        Name:   David L. Taylor
                        Title:  CFO




<Page>



TRUSTEES:               STATE STREET BANK AND TRUST COMPANY,
--------                not individually but solely as Corporate Trustee


                        By: /s/ Patrick E. Thebado
                           ---------------------------------
                        Name:   Patrick E. Thebado
                        Title:  Vice President



                        /s/ Patrick Thebado
                        ---------------------------------------------
                        PATRICK THEBADO, as Individual Trustee


<Page>



STATE STREET BANK AND TRUST COMPANY

STATE OF MASSACHUSETTS  )
                        ):ss:
COUNTY OF SUFFOLK       )

      On the 22nd day of May, 2001, before me personally came Patrick E.
Thebado, to me personally known and known to me to be the person described in
and who executed the foregoing instrument as Vice President of State Street
Bank and Trust Company, a Massachusetts trust company, by me duly sworn, did
depose and say that he/she resides in Boston, MA; that he/she is Vice
President of State Street Bank and Trust Company; that he/she knows the seal
of said entity, if any; that the seal affixed to said instrument, if any, is
such seal; that said instrument was signed and sealed on behalf of said
entity in accordance with its by-laws; that he/she signed his/her name
thereto by like order; and that he/she acknowledged said instrument to be the
free act and deed of said entity.

[NOTARIAL SEAL]

                                /s/ Beverly Ann Burack
                                ----------------------
                                    Beverly Ann Burack
                                    Notary Public
                                    My Commission Expires April 16, 2004
<Page>




INDIVIDUAL TRUSTEE

STATE OF MASSACHUSETTS  )
                        ):ss:
COUNTY OF SUFFOLK       )


      On the 22nd day of May, 2001, before me personally came Patrick E.
Thebado, to me personally known who, being by me duly sworn, did depose and
say that he resides in Boston, MA; and that said instrument is his free act
and deed.

[NOTARIAL SEAL]

                                /s/ Beverly Ann Burack
                                ----------------------
                                    Beverly Ann Burack
                                    Notary Public
                                    My Commission Expires April 16, 2004


<Page>



ADMINISTRATIVE
--------------
AGENT AND
---------
LENDERS:                FIRST UNION NATIONAL BANK,
-------                 individually in its capacity as a Lender
                        and in its capacity as Administrative Agent


                        By: /s/ Franklin M. Wessinger
                           ---------------------------------
                        Name:   Franklin M. Wessinger
                        Title:  Senior Vice President


                            [signature pages continue]


<Page>




                        CISCO SYSTEMS CAPITAL CORPORATION

                        By: /s/ Brian P. Fukuhara
                           ---------------------------------
                        Name:   Brian P. Fukuhara
                        Title:  Chief Credit Officer


                            [signature pages continue]


<Page>




                           KOCH TELECOM VENTURES, INC.

                        By: /s/ David Duncan
                           ---------------------------------
                        Name:   David Duncan
                        Title:  Vice President, Koch Telecom Ventures, Inc.


                            [signature pages continue]


<Page>





                        BANK OF AMERICA, N.A.

                        By: /s/ Richard M. Peck
                           ---------------------------------
                        Name:   Richard M. Peck
                        Title:  Vice President


                            [signature pages continue]


<Page>





                        ABN AMRO BANK N.V.

                        By: /s/ Thomas Rogers
                           ---------------------------------
                        Name:   Thomas Rogers
                        Title:  Group Vice President


                            [signature pages continue]


<Page>





                        BANKERS TRUST COMPANY

                        By: /s/ Anca Trifan
                           ---------------------------------
                        Name:   Anca Trifan
                        Title:  Director


                            [signature pages continue]


<Page>





                        CREDIT LYONNAIS NEW YORK BRANCH

                        By: /s/ Patrick McCarthy
                           ---------------------------------
                        Name:   Patrick McCarthy
                        Title:


                            [signature pages continue]


<Page>





                        WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                        NEW YORK BRANCH

                        By: /s/ Cyril Derveloy
                           ---------------------------------
                        Name:   Cyril Derveloy
                        Title:  Associate Director


                            [signature pages continue]


<Page>





                        IBM CREDIT CORPORATION

                        By: /s/ Thomas S. Curcio
                           ---------------------------------
                        Name:   Thomas S. Curcio
                        Title:  Manager of Credit





<Page>



                                  SCHEDULE 1 TO
                                  -------------
                                SECOND AMENDMENT
                                ----------------
                                TO LOAN DOCUMENTS
                                -----------------

      (a)   Credit Agreement;

      (b)   Guaranty and Subordination Agreement

      (c)   Security Agreement (Borrower)

      (d)   Security Agreement (Subsidiary - PF.Net Supply Corp.)

      (e)   Security Agreement (Subsidiary - PF.Net Construction Corp.)