January
      5, 2006





Roger  Pachuta


4647
      Pine
      Valley Dr


Frisco , TX  75034











Dear Roger :





In
      light
      of your retirement from Mpower Communications, this letter is to inform you
      of
      the terms of your separation of employment from the company on January 20,
      2006 .
      As you
      are aware, you are subject to a Severance Agreement dated October 11, 2001.
      Under the circumstances, your retirement has triggered that Agreement.





Please
      read the following information in regard to your benefits.





**TRANSITION
      PACKAGE:** You will
      receive 100% of your base salary of $219,000 in severance, less all applicable
      payroll deductions. In order to receive this severance package 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 be as follows: (i) $150,000 (less applicable payroll deductions)
      on return of the signed release as more fully outlined in the release agreement;
      and (ii) $34,500 on the first pay check of February and March,
      2006.





**CONTINUED
      EMPLOYMENT:** You
      shall remain an employee of Mpower through March 31, 2006, with your duties
      as
      set forth in section 3(c) of your Severance Agreement dated October 11,
      2001.





**FINAL
      PAYCHECK:** You
      will
      receive your final paycheck on March 3, 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 31, 2006. You remain responsible for the employee portion of your health
      insurance premiums through March 31, 2006, which will be deducted from your
      Severance Benefit payments on February 3 and March 3, 2006. If you wish to
      continue coverage after March 31, 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 3/31/06 . All
      other
      benefits (Life insurance, dependent life, FSA, STD, LTD) will end on March
      31,
      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
              VelepecClare
                Velepec
              VP,
                People Services











Mpower
      Communications Corp.


175
      Sully’s Trail, Suite 300


Pittsford,
      NY, 14534




**Release**




I,
      Roger
      Pachuta , 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/Roger
              Pachuta