Exhibit 10.37


AMENDMENT NO. 1


to the


INTERCONNECTION AGREEMENT


between


RNK, Inc.


and


New Cingular PCS, LLC


          This
Amendment No. 1 (the “Amendment”) is made by and between RNK, Inc. d/b/a RNK
Telecom (“RNK”), a Massachusetts corporation with offices at 333 Elm Street,
Suite 310, Dedham, MA 02026, and New Cingular PCS, LLC, a Delaware Limited
Liability corporation (“Cingular”), and shall be deemed effective on March 13,
2006. Cingular and RNK are hereinafter referred to collectively as the
“Parties” and individually as a “Party”. 


WITNESSETH:


          WHEREAS,
RNK and Cingular are Parties to an Interconnection Agreement under Sections 251
and 252 of the Communications Act of 1934 dated August 1, 2003 (the
“Interconnection Agreement”); and


          WHEREAS,
RNK and Cingular wish to amend the Agreement to reflect new Reciprocal
Compensation rates and a new term;


          NOW,
THEREFORE, in consideration of the promises and
mutual agreements set forth herein, the Parties agree to amend the Agreement,
effective as of the effective date of the Agreement, as follows:


	
  

 	
  

 	
  

 
	
 1.

 	
 Amendment to
 Agreement. The Agreement is amended to include
 the following provisions, which shall apply to and be a part of the Agreement
 notwithstanding any other provision of the Agreement. Effective as of the
 date first set forth above, the Interconnection Agreement is amended hereby
 as follows:

 
	
  

 	
  

 
	
  

 	
 1.1.

 	
 Reciprocal
 Compensation Rates.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties hereby
 agree to amend the IntraMTA Traffic Reciprocal Compensation Rate by deleting
 the [***]
 and replacing it with a new rate of [***] for IntraMTA Traffic Reciprocal
 Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2.

 	
 Term of The
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties hereby
 agree to amend Section 8.1 of the Agreement to reflect a four (4) year term,
 expiring on August 1, 2007.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Miscellaneous
 Provisions.

 
	
  

 	
  

 
	
  

 	
 2.1

 	
 Conflict between
 this Amendment and the Agreement. This
 Amendment shall be deemed to revise the terms and provisions of the Agreement
 to the extent necessary to give effect to the terms and provisions of this
 Amendment. In the event of a conflict between the terms and provisions of
 this Amendment and the terms and provisions of the 

 


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* WE HAVE REQUESTED
      CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN THIS EXHIBIT.
      THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST.*








	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Agreement this
 Amendment shall govern, provided, however, that the fact that a term or
 provision appears in this Amendment but not in the Agreement, or in the
 Agreement but not in this Amendment, shall not be interpreted as, or deemed
 grounds for finding, a conflict for purposes of this Section.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
 Counterparts.
 This Amendment may be executed in one or more counterparts, each of which
 when so executed and delivered shall be an original and all of which together
 shall constitute one and the same instrument.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 Captions.
 The Parties acknowledge that the captions in this Amendment have been
 inserted solely for convenience of reference and in no way define or limit
 the scope or substance of any term or provision of this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.4

 	
 Scope of Amendment.
 This Amendment shall amend, modify and revise the Agreement only to the
 extent set forth expressly herein. As used herein, the Agreement, as revised
 and supplemented by this Amendment, shall be referred to as the “Amended
 Agreement”. Except as noted in Section 1.2 above, nothing in this Amendment
 shall be deemed to amend or extend the term of the Agreement, or to affect
 the right of a Party to exercise any right of termination it may have under
 the Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.5

 	
 Joint Work Product.
 This Amendment is a joint work product, and any ambiguities in this Amendment
 shall not be construed by operation of law against either Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.6

 	
 Definitions.
 Terms not defined in this Amendment shall have their meaning in the
 Agreement.

 



IN WITNESS WHEREOF, the Parties
hereto have caused this Amendment to be executed as of the Amendment Effective
Date.


	
  

 	
  

 	
  

 
	
 RNK, Inc.

 	
  

 	
 “Cingular”

 
	
  

 	
  

 	
 New Cingular
 Wireless PCS, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By: /s/ Richard N.
 Koch

 	
  

 	
 By: /s/ Michael F.
 Van Weelden

 
	
  

 	
  

 	
  

 
	
 Printed: Richard N.
 Koch

 	
  

 	
 Printed: Michael F.
 Van Weelden

 
	
  

 	
  

 	
  

 
	
 Title: President

 	
  

 	
 Title: Director SCM
 Network

 



*We have requested confidential treatment
of certain provisions contained in this exhibit. The copy filed as an exhibit
omits the information subject to the confidentiality request.*


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