Exhibit 10.48


AMENDMENT NO. 2


to the


INTERCONNECTION AGREEMENT


BETWEEN


VERIZON NEW ENGLAND INC.,

D/B/A VERIZON RHODE ISLAND,
F/K/A NEW ENGLAND TELEPHONE AND
TELEGRAPH COMPANY,

D/B/A BELL ATLANTIC — RHODE ISLAND


AND


RNK INC., D/B/A RNK TELECOM


FOR RHODE ISLAND


This Amendment No. 2 (the “Amendment”) is effective December 20, 2004 (“Amendment Effective Date”), and is entered into by and between Verizon
New England Inc., d/b/a Verizon Rhode
Island, f/k/a New England Telephone and Telegraph
Company, d/b/a Bell Atlantic — Rhode Island (“Verizon”) and RNK Inc., d/b/a RNK Telecom (“RNK”). (Verizon and RNK may hereinafter be
referred to, each individually, as a “Party,” and, collectively, as the
“Parties”).


WITNESSETH:


          WHEREAS, RNK
has previously adopted certain terms of the interconnection
agreement between Verizon and Level 3 Communications, LLC (“Level
3”) pursuant to Section 252(i) of the Telecommunications Act of 1996 (the
“Act”);


          WHEREAS, RNK
has previously adopted certain terms of the interconnection
agreement between Verizon and Cox Communications, d/b/a Cox Rhode
Island Telecomm II (“Cox”) pursuant to Section 252(i) of the Telecommunications Act of 1996 (the “Act”) (the
adopted terms of the Level 3 and Cox
agreements shall be referred to collectively as the “Interconnection Agreement”);


          WHEREAS, the
Parties desire to agree terms governing compensation for the exchange of Local Traffic and Internet Traffic on a prospective
basis;


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





1. Intercarrier Compensation. The following
terms shall govern the Parties’ rights and obligations regarding
compensation for Internet Traffic and Local Traffic in Rhode Island,
notwithstanding any other provision of the Interconnection Agreement, any
Tariff, any SGAT, or under applicable law or any change in applicable law.
Capitalized terms not defined in this Amendment shall have the meanings provided
for them in the Agreement.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.1 Internet Traffic Not Eligible for Reciprocal
 Compensation. Notwithstanding any
 possible contrary construction of the Interconnection Agreement, Internet Traffic shall not be eligible
 for payment of reciprocal compensation.

 
	
  

 	
  

 
	
  

 	
 1.2

 	
 Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.1.
 Internet Traffic. All combined Local Traffic and Internet Traffic in
 excess of a 3:1 ratio of terminating to originating traffic received by
 either party from the other in Rhode Island shall be presumed to be
 Internet Traffic and shall be subject to bill and keep.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.2 Local
 Traffic. All combined Local Traffic and
 Internet Traffic up to a 3:1 ratio of
 terminating to originating traffic received by either party from the other
 in Rhode Island shall be presumed to be Local Traffic
 and shall be compensated at the state approved reciprocal
 compensation rates set forth in the Interconnection Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.3
 Rebuttal of 3:1 Presumption. The Parties agree further that either Party
 may rebut the 3:1 presumption by demonstrating to the Rhode Island
 Public Utilities Commission (the “Commission”), subject to the
 Commission’s rules, procedures, and/or decisions applicable to
 such rebuttal proceeding, either that traffic above the 3:1 ratio is
 in fact Local Traffic or that traffic up to the 3:1 ratio is in fact Internet
 Traffic. During the pendency of any such rebuttal proceeding,
 the Parties shall remain obligated to pay the state approved
 reciprocal compensation rates set forth in the Interconnection
 Agreement for traffic up to a 3:1 ratio of terminating to
 originating traffic and to apply bill and keep for traffic in excess of a 3:1 ratio of
 terminating to originating traffic, subject to true-up upon the
 conclusion of the rebuttal proceeding before the Commission.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Parties may also mutually agree that certain traffic above the 3:1 ratio is
 in fact Local Traffic or that traffic up to the 3:1 ratio is in fact Internet
 Traffic.

 



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 1.3 V/FX Traffic. The Parties agree that reciprocal compensation shall not apply to Virtual Foreign Exchange Traffic
 (i.e., V/FX Traffic). As used in this Amendment, “Virtual Foreign
 Exchange Traffic” or “V/FX Traffic” is defined
 as calls in which a RNK customer is assigned a telephone number with an WO( Code (as set forth in the
 LERG) associated with an exchange
 that is different than the exchange (as set forth in the LERG) associated with the actual physical location of
 such customer’s station. For the
 avoidance of any doubt, RNK shall pay Verizon’s tariffed originating access charges for all V/FX Traffic
 originated by a Verizon customer,
 and RNK shall pay Verizon’s tariffed terminating access charges for all V/FX Traffic originated by a RNK
 customer.

 
	
  

 	
  

 
	
  

 	
 The Parties
 agree that twenty percent (20%) of the Verizon originated traffic sent to RNK is V/FX Traffic and shall be treated
 in accordance with this Section 1.3. No more than
 once during any consecutive twelve month period
 following the Amendment Effective Date, either Party may request that the Parties recalculate and reset the foregoing
 twenty percent (20%) presumption by providing
 written notice to the other Party, which notice shall include reasonably detailed information and/or
 data supporting the requested change. Upon delivery
 of the written notice provided pursuant to this section, the Parties shall
 engage in good faith negotiations for a period
 not exceeding thirty (30) days to determine whether or not to change the twenty percent (20%) (or other reset
 percentage) presumption. If
 the Parties agree to change the presumption within such thirty (30) day period, then they shall enter an amendment to the
 Interconnection Agreement reflecting the
 change, which shall apply prospectively from the delivery date for the notice provided pursuant to this
 paragraph. If they fail to
 agree within such thirty (30) day period, then either them may invoke the dispute resolution provisions of the Interconnection
 Agreement.

 
	
  

 	
  

 
	
  

 	
 1.4. Waiver
 of Rights; Successor Terms. Each Party irrevocably waives, with respect to the other Party, any and all
 rights that it may have or
 that it may obtain, whether under the Act (including, but not limited to,
 under Section 252(i) thereof), under any other applicable law, under the Interconnection Agreement, or otherwise (i) to adopt
 the terms of any other interconnection
 agreement, law, regulation, order, arbitration award or the
 like relating to the subject matter of this Amendment; or (ii) to seek through negotiation (including negotiation of a
 replacement for the Interconnection
 Agreement), arbitration, or otherwise terms or provisions that would modify, replace, alter or otherwise
 change the terms and provisions of
 this Amendment. Further, the Parties agree that, if they establish new or replacement interconnection
 agreements for the Interconnection Agreement, they shall implement the terms
 of this Amendment into such new or replacement interconnection agreements.

 



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2. Scope of Amendment. Except to the
extent set forth in Section 1 of this Amendment, the rates, charges
and other provisions of the Interconnection Agreement shall remain in full
force and effect after the Amendment Effective Date. Nothing in this Amendment
shall be deemed to amend or extend the term of the Interconnection
Agreement. This Amendment is not intended to modify the term of the
Interconnection Agreement or to affect either Party’s right to exercise any
right of termination it may have under the Interconnection Agreement.


3. Conflict Between this Amendment and the Interconnection Agreement. This Amendment
shall be deemed to revise the rates, charges and other provisions of
the Interconnection Agreement to the extent necessary to give effect to the
rates, charges and other provisions of this Amendment. In the event of a conflict
between a rate, charge or other provision of this Amendment and a rate, charge or
other provision of the Interconnection Agreement, this Amendment shall
govern.


4. 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.


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          IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized representatives as of the Amendment
Effective Date.


	
  

 	
  

 
	
 Verizon
 New England Inc.,

 	
           RNK
 Inc., d/b/a RNK Telecom

 
	
 d/b/a
 Verizon Rhode Island,

 	
  

 
	
 f/k/a New England Telephone 

 	
  

 
	
 and
 Telegraph Company,

 	
  

 
	
 d/b/a Bell Atlantic — Rhode Island

 	
  

 
	
  

 	
  

 
	
 By: /s/ Jeffrey A.
 Masoner

 	
 By: /s/ Richard N.
 Koch

 
	
 Name: Jeffrey A.
 Masoner

 	
 Name: Richard N.
 Koch

 
	
 Title: Vice
 President Interconnection 

 	
 Title: President

 
	
 Policy and
 Planning

 	
  

 


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