<PAGE>

                                                                   Exhibit 10.22

                          PAETEC COMMUNICATIONS, INC.
                             AGENT INCENTIVE PLAN

Introduction

          Employee participation in ownership through stock options is a key
element of PaeTec's business plan. Our independent sales agents are also an
important part of PaeTec's marketing strategy, and we want to offer means by
which agents who help us succeed can share in the success along with our
employees and shareholders. Accordingly, we have created this Agent Incentive
Plan (the "Plan").

          Under the Plan, agents who achieve specified sales goals will be
granted Warrants entitling them to purchase shares of the Class A Common Stock
of our parent company, PaeTec Corp. ("Warrant Shares")./1/ The Exercise Price
will be set at the time the Warrants are granted by the Company based on the
then current fair market value of PaeTec's stock. Agents who receive Warrants
will then have the benefit of subsequent increases in the price of the shares as
if they were investors holding stock. In this way, agents who consistently
generate significant monthly revenues are rewarded with the option to in effect
"buy-in" to the Company and to share in future increases in value of the
Company.

          PaeTec is currently a private company and there is no public trading
market for its stock. Recognizing that agents will not therefore realize cash
"value" from the Plan until PaeTec becomes a public company, the Warrants will
not be exercisable until after PaeTec successfully completes an initial public
offering (an "IPO") of its common stock. Further, the Warrants will only be
exercisable in compliance with federal and state securities laws.

          The ability to exercise the Warrants (also referred to as "vesting")
will also be dependent on maintenance of sales volumes. The right to purchase
the Warrant Shares will vest over a period four years, depending on retention of
the sales revenues generated by the agent.

          The Company has set aside a total of 500,000 shares to cover Warrants
under the Plan. Once the Warrants have been granted with respect to all 500,000
shares, the Plan will automatically end unless the Company decides, in its sole
discretion, to continue the Plan by increasing the number of shares available
under the Plan.

______________________
     /1/ For purposes of the Plan, PaeTec Communications, Inc. and PaeTec Corp.
are referred to collectively as "PaeTec" or the "Company." A warrant is similar
to an option; it is a legal right to purchase stock at a specified price which
is referred to as the "Exercise Price."
<PAGE>

Qualification and Exercise Price

          To qualify, agents must first achieve specified monthly revenue
targets. The Company will issue Warrants to agents when their monthly sales
reach one of the following levels:

<TABLE>
<CAPTION>
          Monthly Revenue Level                                       Warrants
          ---------------------                                       --------
<S>                                                                   <C>
At least $50,000 but less than $100,000 in monthly revenue             2,500 Warrant Shares
At least $100,000 but less than $250,000 in monthly revenue            5,000 Warrant Shares
At least $250,000 but less than $500,000 in monthly revenue           12,000 Warrant Shares
At least $500,000 in monthly revenue                                  20,000 Warrant Shares
</TABLE>

          A Warrant Certificate for the number of Warrants earned by an agent
based on the revenue level achieved will be granted to the agent automatically
within 60 days after the end of the month in which the agent hits its sales
target.

          The price for purchasing the Warrant Shares (in other words, the
Exercise Price) will be the fair market value of PaeTec's Class A Common Stock
at the time the Warrants are granted. Since PaeTec is currently not a public
company and there is no trading market for its shares, the Exercise Price will
be set by the Board of Directors of the Company and its determination will be
final. Generally, the Board will base its determination on the most recent
selling price for shares in a private offering by PaeTec, but the Board reserves
the right to consider other factors affecting value as well. For Warrants issued
after PaeTec goes public, the Exercise Price will generally equal the closing
price per share of PaeTec's Class A Common Stock on the last trading date of the
month the agent qualifies for the Warrants.

          A form of the Warrant Certificate is attached as Exhibit A.

Payment for the Warrant Shares

          Agents will pay nothing at the time the Warrants are issued to them.
The Warrants will be issued to successful agents who meet their monthly revenue
targets as a reward for their sales achievements for PaeTec, and no payment is
required until the agent decides to exercise its rights under the Warrant. At
that point the agent will have to pay the Exercise Price in cash for the Warrant
Shares it elects to buy. Alternatively, a "cashless exercise" will be permitted.

          The "cashless exercise" alternative in essence enables the agent to
use the appreciation, if any, in the value of PaeTec stock over the Exercise
Price, rather than its own funds, to pay for the Warrant Shares. For example,
assume the agent is eligible (i.e., PaeTec has gone public and the agent's
Warrants have "vested") to purchase 1,000 Warrant Shares at an Exercise Price of
$5.00 per share. Further assume that the market price of the shares at the time
of exercise has increased to $10.00 per share, reflecting appreciation of $5.00
per share. The agent could either purchase 1,000 shares by paying $5,000 in
cash, or it could acquire 500 shares through a "cashless exercise" by
authorizing the Company to cancel 500 Warrants in addition to the 500 Warrants
being exercised. In effect, the appreciation in the 500 Warrants to be cancelled

                                      -2-
<PAGE>

is used to purchase 500 Warrant Shares. By using the cashless exercise
alternative, the agent foregoes the opportunity to purchase a larger number of
shares for the privilege of not having to invest its own funds./2/

Securities Law Matters

          In order that agents holding Warrants will have sufficient information
about the Company to make an informed decision about investing in Warrant
Shares, and will be able to sell in a public market any Warrant Shares they
elect to purchase through the exercise of the Warrants, the Warrants will not be
exercisable until after PaeTec has become a public company and "registered" the
Warrant Shares on a Registration Statement filed with the Securities and
Exchange Commission. While PaeTec anticipates that it will go public in the
future, there can be no assurance that it will do so within any specified period
of time or at all. If PaeTec fails to go public, the Warrants would never become
exercisable.

Vesting

          Assuming PaeTec has become a public company, an agent can purchase up
to 20% of the Warrant Shares at any time after the grant of the Warrants. In
other words, 20% of the Warrants automatically become exercisable as soon as the
Warrant is granted to the agent, regardless of the agent's subsequent monthly
revenue level. On the other hand, an agent's ability to purchase the rest of the
shares under the Warrant (in other words, the remaining 80%) will depend on the
maintenance of sales revenues over the next four years. After the IPO, an agent
may exercise its Warrants with respect to all or any portion of the vested
Warrant Shares.

______________________
     /2/ See the attached Warrant Certificate for the mechanism for a cashless
exercise.

                                      -3-
<PAGE>

          Each year after Warrants are issued, the Company will determine
whether the agent is still meeting the monthly sales target that resulted in the
grant of the Warrant. In order to do this, the Company will review the agent's
revenue level as of the end of the month for which the grant was made
("Anniversary Month") in each of the succeeding four years. For example, if a
Warrant was granted with respect to June 2000, the relevant Anniversary Months
for the purpose of vesting are June 2001, June 2002, June 2003 and June 2004. If
the agent's average monthly sales during June of the applicable year and the
previous eleven months remained at or above the applicable target level, an
additional 20% of the shares covered by the Warrant will "vest" and become
exercisable as of June 30th of that year. Thus, for example, an agent who is
granted Warrants for 2,500 shares in June 2000 as a result of generating $50,000
in monthly revenue could purchase 500 shares (20% of 2,500 shares) at any time
after the grant/3/, and 500 additional shares after the end of each June
thereafter until all 2,500 shares are vested, provided that it maintains the
required average monthly revenue level of $50,000. The "penalty" for falling
below the average monthly revenue target is simply the loss of the vested
Warrant Shares for that year (i.e., loss of 20% vesting for that year). The
                              ----
agents, however, are eligible to make up for any shortfall in the monthly
revenue target in subsequent years through and including the fifth Anniversary
Month following issuance of the Warrant Certificate. Example #1 shows how an
agent would vest upon issuance of the Warrants, and over a four year period by
maintaining its revenue level:

Example #1     $50,000 monthly revenue level for June C 2,500 Warrants
               -------------------------------------------------------

               Vesting on Issuance        (2,500 x 20%)   =   500 Warrants
               June 30 (1st Anniversary)  (2,500 x 20%)   =   500 Warrants
               June 30 (2nd Anniversary)  (2,500 x 20%)   =   500 Warrants
               June 30 (3rd Anniversary)  (2,500 x 20%)   =   500 Warrants
               June 30 (4th Anniversary)  (2,500 x 20%)   =   500 Warrants
               -----------------------------------------------------------
               Total Vested Warrants After 4 Years        = 2,500
                                                            =====

          An agent who increases sales to the next revenue level will not only
vest an additional 20% of the shares covered by his original Warrant as
described above, but also be entitled to new Warrants to reflect the newly
achieved sales level. For example, assume that an agent achieves the $50,000 per
month sales plateau in June of year one and receives Warrants for 2,500 shares.
In June of the second year the agent increases revenues to the $100,000 per
month level. The agent would then be vested for a total of 40% of the shares
covered by its first Warrant (in other words, 1,000 shares), and would also be
granted new Warrants for an additional 5,000 shares. The agent would
automatically vest for 20% of the new Warrant (or 1,000 shares), and thus would
be eligible to purchase a combined 2,000 shares under both Warrants. Of course,
if an agent initially generates the applicable revenue level in any subsequent
month (say, August in our example), it will also receive a new Warrant for that
month. Simply put, the more revenue an agent generates for PaeTec, the more
shares it can buy under the Plan.

______________________
     /3/ Subject to the pre-IPO restrictions previously described.

                                      -4-
<PAGE>

          On the other hand, an agent who fails to maintain average monthly
sales revenues will forfeit the right to buy shares that would otherwise vest
under its Warrant. Assume that an agent hits the $50,000 monthly revenue target
for June 2000 and receives a Warrant for 2,500 shares. The agent immediately
vests for 500 shares, but the agent's average monthly revenue during the
succeeding twelve months falls below the $50,000 monthly revenue threshold to
$40,000. In that case, the agent would forfeit the right to purchase the 500
shares that would otherwise have vested as of June 30, 2001.

          If an agent fails to meet its monthly revenue target and therefore a
20% installment fails to vest, the Plan offers the agent an opportunity to "earn
back" the forfeited Warrant Shares in subsequent years up to and including the
last day of the fifth Anniversary Month following issuance of the Warrant
Certificate by bringing monthly sales levels back above the threshold target by
a sufficient amount to exceed the prior year's shortfall. Thus, returning to the
example in the preceding paragraph, if it is subsequently determined that the
agent's average monthly sales during the twelve months ending June 30, 2002
exceed the $60,000 threshold (in other words, $50,000 for June 2002 and $10,000
to make up for the June 2001 shortfall), the 500 shares previously forfeited at
the end of year one would be restored, and an additional 500 shares would vest
for the current year as well. See example #2 below.

Example #2:

Monthly revenue target level: $100,000

     June, Year 1 (revenues for the month = $100,000):
     -------------------------------------------------
          Warrants for 5,000 shares granted, 20% vest immediately (1,000 shares
          vested)

     June, Year 2 (average monthly revenues during preceding 12 months =
     -------------------------------------------------------------------
     $90,000):
     ---------
          Since the average monthly revenues were less than $100,000, 20% of the
          Warrants (1000 shares) are forfeited.

     June 30, Year 3 (average monthly revenues during preceding 12 months =
     ----------------------------------------------------------------------
     $85,000):
     ---------
          Again, the revenues are less than $100,000 and, as a result, the 20%
          of the Warrants which would otherwise have vested are forfeited (Agent
          remains vested for 1,000 shares from original issuance).

     June 30, Year 4 (average monthly revenues during preceding 12 months =
     ----------------------------------------------------------------------
     $130,000):
     ----------
          Since the average monthly revenues during the preceding 12 months
          exceeded the $100,000 target level by $30,000 (which would make up for
          the Year 2 shortfall of $10,000 and the Year 3 shortfall of $15,000),
          the agent will earn back the shares forfeited in Year 2 and Year 3.
          Accordingly, 20% of 5,000 Warrants will vest for the current Year 4,
          an additional 20% will vest for Year 3, and additional 20% vest for
          Year 2 for a total of 4,000 Warrants vested, including the Warrants
          vested in Year 1.  However, there will be no credit given with respect
          to the $5,000 in extra

                                      -5-
<PAGE>

          revenues (difference between the excess $30,000 and the $25,000 total
          shortfall amount) for any future periods.

     June 30, Year 5 (average monthly revenues = $80,000):
     -----------------------------------------------------

          Since the average monthly revenues for twelve months ended June 30
          once again fell below the $100,000 threshold, the last 20% will not
          vest.  However, the agent will have one last chance to earn back these
          forfeited shares if it has or exceeds $120,000 in average monthly
          revenues during Year 6, measured as of the last day of the Anniversary
          Month of that year.

          Regardless of whether any Warrant has "vested" as herein described,
unless and until PaeTec becomes a public company, the agent holding the Warrants
may not purchase Warrant Shares under any circumstances. Further, an agent can
"earn back" Warrants that did not vest because average monthly sales fell below
target only until the last day of the fifth Anniversary Month following the
issuance of the Warrant Certificate.

Expiration Date

     All unexercised Warrants will expire on the last day of the tenth
Anniversary Month occurring after issuance of the Warrant Certificate.

Sub-Agents

     PaeTec Communications recognizes that many agents work with sub-agents and
that they may wish to assign some of their Warrants to sub-agents who help them
achieve and maintain their PaeTec revenue goals. Accordingly, while Warrants
generally are not transferable, limited transfers to sub-agents will be
permitted on the following conditions: (i) the proposed transferee must be a
genuine sub-agent and proof of its sales of PaeTec products and services will be
required, (ii) only vested Warrants may be assigned, (iii) the minimum
assignment must be for at least 50 Warrant Shares and must be in increments of
50 Warrant Shares, and (iv) the sub-agent transferee will be subject to the same
restrictions as the agent, e.g., Warrants are not exercisable pre-IPO and
                           ----
Warrant Shares may only be transferred in compliance with the securities laws.

Transferability - Warrants and Warrant Shares

     Except for transfers to sub-agents as previously discussed, Warrants may
not be assigned, transferred, pledged or otherwise disposed of and any attempted
transfer will be void. It is PaeTec's intention to "register" the Warrant Shares
issuable upon exercise of the Warrants once it becomes a public company so that
the Warrant Shares will generally be freely tradable in the public market.
However, it is possible that, for some reason that we cannot presently foresee,
this registration would be precluded or delayed. In that event, the Warrant
Shares could not be sold unless an exemption from the application of the
securities laws is available. Agents are urged to contact the Company prior to
purchasing Warrant Shares pursuant to the exercise of a Warrant to confirm that
the shares will in fact be freely tradable.

                                      -6-
<PAGE>

Plan Summary

 .    500,000 shares of Class A Common Stock of PaeTec Corp. have been set aside
     for the Plan.
 .    Warrants are not exercisable in any event until after PaeTec has gone
     public.
 .    Warrants are issued and the Exercise Price is set when a specified monthly
     revenue level is reached. Agent has a potential to receive Warrants with
     respect to each calendar month.
 .    Warrants vest over a 4 year period (20% immediately upon grant and then 20%
     as of the end of the Anniversary Month for four years).
 .    For continued vesting, Agent must maintain the applicable revenue level on
     average during each succeeding 12 months.
 .    Penalty for missing the target revenue level is loss of vesting for that
     year (20%).
 .    To make up for any lost vesting, the agent must exceed his target revenue
     level plus the shortfall amount on average during any succeeding twelve
     month period, measured as of the end of any succeeding Anniversary Month,
     up to and including the fifth Anniversary Month after issuance of the
     Warrant Certificate.
 .    Unexercised Warrants will expire after ten years.

                                      -7-
<PAGE>

                       Exhibit A to Agent Incentive Plan

NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR ANY SHARES
ACQUIRED UPON THE EXERCISE OF THE WARRANTS HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, NOR MAY
WARRANTS OR SHARES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THESE REGISTRATION
REQUIREMENTS. THE WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH
THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE.


                                   WARRANTS


            To Purchase ________ Shares of Class A Common Stock of


                                 PAETEC CORP.


                            Dated: ________________


     THIS WARRANT CERTIFICATE CERTIFIES THAT ___________________ (the "Holder")
is entitled, at any time after the Warrants represented by this Warrant
Certificate become exercisable as provided in Section 2.1, but prior to the
Expiration Date (as hereafter defined), to purchase from PaeTec Corp., a
Delaware corporation (the "Company"), _________ shares of the Company's Class A
Common Stock at a purchase price of $_______ per share (the "Exercise Price"),
all on the terms and conditions set forth in this Warrant Certificate.

1.   DEFINITIONS

     As used in this Warrant Certificate, the following terms have the meanings
set forth below:

     "Agent" shall mean the independent sales agent of the Company named on
Schedule A hereto.

     "Anniversary Month" shall mean the calendar month indicated under the
caption "Anniversary Month" on Schedule A hereto.

     "Board of Directors" shall mean the Board of Directors of the Company.

     "Business Day" shall mean any day that is not a Saturday or Sunday or a day
on which banks are required or permitted to be closed in the State of New York.
<PAGE>

     "Class A Common Stock" shall mean the Class A Common Stock, $.01 par value
per share, of the Company, and any other securities of the Company into which
such Class A Common Stock is recapitalized or reclassified.

     "Commission" shall mean the Securities and Exchange Commission or any
successor federal agency then administering the Securities Act and successor
federal securities laws.

     "Exercise Price" shall mean the price indicated above at which a share of
Class A Common Stock may be purchased pursuant to this Warrant. The Exercise
Price may from time to time be adjusted in accordance with Section 4 hereof.

     "Expiration Date" shall mean the tenth (10th) anniversary of the date of
this Warrant Certificate.

     "Fair Market Value" shall mean the fair value of a share of Class A Common
Stock as determined in good faith by the Board of Directors, whose determination
shall be conclusive; provided, however, that if the Class A Common Stock is then
                     --------  -------
listed or traded on a national securities exchange or automated quotation system
or is publicly held, then such term shall mean (a) if the Class A Common Stock
is listed or traded on any national securities exchange or listed for quotation
on the Nasdaq National Market or SmallCap Market, the last or closing sale
price, regular way, of the Class A Common Stock on the applicable date, as
reported in the principal consolidated transaction reporting system (in case of
a national securities exchange) or in the Wall Street Journal (in case of the
Nasdaq National Market or SmallCap Market); and (b) in all other cases, the
average of the high bid and low asked prices in the over-the-counter market,
such as the Nasdaq OTC Bulletin Board, as reported in The Wall Street Journal
or, if Class A Common Stock is not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional market maker
making a market in the Class A Common Stock selected by the Board of Directors.

     "Holder" shall mean the Person in whose name this Warrant is registered on
the books of the Company maintained for such purpose.

     "Initial Public Offering" shall mean the closing of an initial public
offering underwritten by an investment banking firm on a firm commitment basis
pursuant to an effective registration statement under the Securities Act
covering the offer and sale by the Company of its common stock.

     "Person" shall mean any individual, firm, corporation, partnership, limited
liability company, joint venture, trust or unincorporated organization,
government (or agency or political subdivision thereof) or any other entity.

     "Revenues" shall mean gross revenues derived by the Company from sales of
its products and services to customers generated by Agent.

     "Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

                                       2
<PAGE>

     "Shortfall Amount" shall have the meaning given to it in Section 2.1
hereof.

     "Target Revenue Level" shall mean the monthly target revenue level
indicated under the caption "Target Revenue Level" on Schedule A hereto.

     "Vesting Installment" shall have the meaning given to it in Section 2.1
hereof.

     "Warrants" shall mean the rights represented by this Warrant Certificate to
purchase Warrant Stock.

     "Warrant Stock" shall mean the shares of Class A Common Stock that may be
purchased by the holders of the Warrants upon the exercise thereof.

2.   EXERCISE OF WARRANTS

     2.1. Time of Exercise. The Warrants may be exercised if and only if the
          ----------------
condition set forth in subsection (a) of this Section 2.1 is satisfied, but then
only with respect to shares of Warrant Stock vested in accordance with
subsection (b) of this Section 2.1:

     (a)  the Initial Public Offering shall have been consummated at least one
year prior to the date of exercise and a registration statement on an applicable
form under the Securities Act, covering the issuance by the Company of all the
shares of Warrant Stock, shall have been declared effective by the Commission.

     (b)  the Warrants are exercisable only with respect to shares of Warrant
Stock which shall have vested in accordance with the following:

          (1)  twenty percent (20%) of the Warrant Stock shall vest immediately
               upon the grant of the Warrants; and

          (2)  the remaining eighty percent (80%) of the Warrant Stock shall
               vest in four (4) equal annual installments (each, a "Vesting
               Installment") of twenty percent (20%) on the last day of the
               Anniversary Month in each of the four years immediately
               succeeding the year in which the Warrants are granted (the "Grant
               Year"), if and only if the Agent's average monthly Revenues
               during the twelve month period ending on the last day of the
               Anniversary Month of that year shall equal or exceed the Target
               Revenue Level; provided, however, that in the event that any
                              --------  -------
               Vesting Installment shall fail to vest as a result of the Agent's
               average monthly Revenues not meeting the Target Revenue Level
               (the difference between the Target Revenue Level and the Agent's
               average monthly Revenues is hereinafter referred to as the
               "Shortfall Amount"), then such Vesting Installment may vest in
               any subsequent year on or prior to the fifth anniversary of the
               last day of the Anniversary Month of the Grant Year if the
               Agent's average monthly Revenues during the twelve month period
               ending on the last day of the Anniversary Month of such
               subsequent year equal or exceed the sum of

                                       3
<PAGE>

               the Target Revenue Level and the Shortfall Amount. If the average
               monthly Revenues for any such twelve month period exceed the
               Target Revenue Level, however, no credit will be given for any
               future periods with respect to such excess Revenues.

     2.2. Manner of Exercise. At any time after the Warrants become exercisable
          ------------------
as provided in Section 2.1 hereof until 5:00 p.m., New York time, on the
Expiration Date, Holder may exercise the Warrants on any Business Day for all or
any part of the number of shares of Warrant Stock purchasable hereunder,
provided that the Warrants may be exercisable in a maximum of two installments.

     In order to exercise the Warrants, in whole or in part, Holder shall
deliver to the Company at its principal office at 290 Woodcliff Drive, Fairport,
New York 14450 (i) a written notice of Holder's election to exercise the
Warrants, substantially in the form appearing at the end of this Warrant as
Exhibit A ("Exercise Notice"), (ii) unless Holder indicates on the Exercise
Notice of its intention to effect a cashless exercise (in which case no cash
payment of the Exercise Price shall be made by Holder), payment of the Exercise
Price for each share of Warrant Stock as to which the Warrant is exercised by a
certified or bank check, payable to the order of the Company, and (iii) this
Warrant Certificate. Upon receipt of all of these items the Company shall
deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Warrant Stock issuable upon
such exercise, together with cash in lieu of any fraction of a share, as
hereinafter provided; provided, however, that in the event that Holder elects to
                      --------  -------
effect a cashless exercise, the Holder shall be entitled to receive upon
exercise a number of shares of Warrant Stock, computed as of the date on which
the Company received the Exercise Notice together with this Warrant Certificate,
determined by the following formula:

          X = Y (A-B)
              -------
                 A

          Where X   =  the number of shares of Warrant Stock to be issued to
                       Holder;

                Y   =  the aggregate number of shares of Warrant Stock with
                       respect to which Holder elected to effect a cashless
                       exercise;

                A   =  the Fair Market Value per share of the Company's Class A
                       Common Stock (on the date of such calculation); and

                B   =  the Exercise Price.

                In lieu of payment of the Exercise Price, the Company shall
                cancel such number of shares of Warrant Stock equal to the
                difference (rounded up to the nearest whole number of shares)
                between Y and X.

     The stock certificate or certificates so delivered shall be registered in
the name of Holder. The Warrants shall be deemed to have been exercised and such
certificate or certificates shall be

                                       4
<PAGE>

deemed to have been issued, and Holder shall be deemed to have become a holder
of record of such shares for all purposes, as of the date the notice, together
with the Exercise Price (if applicable) and this Warrant Certificate, are
received by the Company as described above. If the Warrants shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or certificates representing Warrant Stock, deliver to Holder a new Warrant
Certificate evidencing the right of Holder to purchase the remaining shares of
Warrant Stock, which new Warrant Certificate shall in all other respects be
identical to this Warrant Certificate or, in the sole discretion of the Company,
appropriate notation may be made on this Warrant Certificate and the same
returned to Holder.

     2.3. Fractional Shares. The Company shall not be required to issue a
          -----------------
fractional share of Class A Common Stock upon exercise of the Warrants. In lieu
of any fraction of a share which Holder would otherwise be entitled to purchase
upon exercise, the Company shall pay cash in an amount equal to the same
fraction of the Fair Market Value per share of Class A Common Stock on the date
of exercise.


3.   RESERVATION AND AUTHORIZATION OF CLASS A COMMON STOCK

     From and after the date hereof, the Company shall at all times reserve and
keep available for issuance upon the exercise of the Warrants such number of its
authorized but unissued shares of Class A Common Stock (or its authorized and
issued shares of Class A Common Stock held in treasury) as will be sufficient to
permit the exercise in full of the Warrants. All shares of Class A Common Stock
which shall be so issuable, when issued upon exercise of the Warrants and
payment therefor in accordance with the terms of the Warrants, shall be duly and
validly issued and fully paid and nonassessable, and not subject to preemptive
rights.


4.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

     The Exercise Price and the number of shares of Class A Common Stock covered
by the Warrants are subject to adjustment from time to time as provided in this
Section 4.

          (a)  In case the Company shall at any time after the date of this
Warrant Certificate (i) effect a distribution payable in shares of Class A
Common Stock to all holders of the outstanding Class A Common Stock, (ii)
subdivide the outstanding shares of its Class A Common Stock, (iii) combine the
outstanding Class A Common Stock into a smaller number of shares of Class A
Common Stock or (iv) issue any securities of the Company in a reclassification
or recapitalization of the Class A Common Stock, then the number and kind of
securities issuable upon exercise of the Warrants (commencing on the record date
for such distribution or the effective date of such subdivision, combination,
reclassification or recapitalization) shall be proportionately adjusted so that
the holder of the Warrants exercised after such time shall be entitled to
receive the aggregate number and kind of securities which, if such Warrants had
been exercised in full immediately prior to such date, he would have owned upon
such exercise and been entitled to receive by virtue of such distribution,
subdivision, combination, reclassification

                                       5
<PAGE>

or recapitalization. Such adjustment shall be made successively whenever any
event listed above shall occur.

          (b)  Upon each adjustment of the number of shares of Class A Common
Stock for which the Warrants are exercisable as provided in Section 4(a) hereof,
the per share Exercise Price payable upon exercise of the Warrants shall be
adjusted by multiplying the Exercise Price immediately prior to such adjustment
by a fraction (i) the numerator of which shall be the number of shares of Class
A Common Stock covered by the Warrants prior to such adjustment, and (ii) the
denominator of which shall be the number of shares of Class A Common Stock
covered by the Warrants immediately after such adjustment.

5.   RESTRICTIONS ON TRANSFER

     Except as otherwise provided in Section 8.2 hereof, the Warrants may not be
transferred, hypothecated or assigned without the prior written consent of the
Company, which consent may be given or withheld in the Company's sole
discretion. Holder, by acceptance of this Warrant Certificate, agrees to be
bound by the provisions of this Section 5.

          Each certificate representing shares of Warrant Stock issued upon the
exercise of a Warrant shall be stamped or otherwise imprinted with the following
legend, unless in the opinion of counsel for the Company, such legend is not
required under applicable laws:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
          SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR
          INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
          EXCEPT IN COMPLIANCE WITH SUCH ACT OR SUCH LAWS."

6.   LOSS, THEFT, DESTRUCTION OR MUTILATION

     Upon receipt by the Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate and indemnity or security reasonably
satisfactory to the Company and reimbursement to the Company of all reasonable
expenses incidental thereto, and in case of mutilation upon surrender and
cancellation of the mutilated Warrant Certificate, the Company will execute and
deliver in lieu hereof a new Warrant Certificate of like tenor to such Holder;
provided that, in the case of mutilation, no indemnity or security shall be
required if this Warrant Certificate in identifiable form is surrendered to the
Company for cancellation.

                                       6
<PAGE>

7.   LIMITATION OF LIABILITY AND RIGHTS AS STOCKHOLDER

     No provision hereof, in the absence of affirmative action by Holder to
purchase shares of Class A Common Stock, and no enumeration herein of the rights
or privileges of Holder hereof, shall give rise to any liability of such Holder
for the Exercise Price of any Warrant Stock or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.

     Prior to the exercise of the Warrants and the date of the stock certificate
representing the shares of Warrant Stock issuable upon exercise, the Holder of
this Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company with respect to, or be deemed for any purpose the
holder of, shares for which the Warrants shall be exercisable, including without
limitation, the right to vote or to receive dividends or other distributions,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

8.   MISCELLANEOUS

     8.1  Notice. Any notice, demand, request, consent, approval, declaration,
          ------
delivery or other communication hereunder to be made pursuant to the provisions
of this Warrant Certificate shall be sufficiently given or made if in writing
and either delivered in person with receipt acknowledged or sent by registered
or certified mail, return receipt requested, postage prepaid, or by a nationally
recognized overnight courier or by telecopy and confirmed by telecopy answer
back, addressed as follows:

          (a)  If to any Holder, at its last known address appearing on the
books of the Company maintained for such purpose.

          (b)  If to the Company at:

               PaeTec Corp.
               Attn: Vice President - Finance
               290 Woodcliff Drive
               Fairport, New York 14450
               Telecopy Number: (716) 340-2511

               with a copy to:

               PaeTec Corp.
               Attn: General Counsel
               290 Woodcliff Drive
               Fairport, New York 14450
               Telecopy Number: (716) 340-2563

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such

                                       7
<PAGE>

notice. Every notice, demand, request, consent, approval, declaration, delivery
or other communication hereunder shall be deemed to have been duly given or
served on the date on which personally delivered, with receipt acknowledged, or
telecopied and confirmed by telecopy answer back, one (1) Business Day after the
same shall have been deposited with a nationally recognized overnight courier or
three (3) Business Days after the same shall have been deposited in the United
States mail.

     8.2  Successors and Permitted Assigns. This Warrant Certificate and the
          --------------------------------
rights evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of Holder.
Neither this Warrant Certificate nor the rights evidenced hereby may be
assigned, transferred, pledged or otherwise disposed of by Holder to any other
Person without the prior written consent of the Company, except where such
assignment (i) is made by Agent to a sub-agent thereof who has performed bona
fide services on behalf of Holder to sell products and services of the Company,
and Agent has submitted documentation or proof satisfactory to the Company
concerning such fact, (ii) relates only to vested shares of Warrant Stock, and
                                                                           ---
(iii) is for at least fifty (50) or more vested shares of Warrant Stock
represented hereby and is in increments of fifty (50) shares.

     8.3  Amendment. This Warrant Certificate or the Warrant represented hereby
          ---------
may be modified or amended, or the provisions hereof or thereof waived, only
with the written consent of the Company and the Holder.

     8.4. Severability.  Wherever possible, each provision of this Warrant
          ------------
Certificate shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant Certificate shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Warrant Certificate.

     8.5. Headings. The headings used in this Warrant Certificate are for the
          --------
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

     8.6. Governing Law. This Warrant Certificate and the Warrant represented
          -------------
hereby shall be governed by the laws of the State of Delaware, without regard to
the provisions thereof relating to conflict of laws.

                                       8
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed and its corporate seal to be impressed hereon as of the date set
forth below.


                                             PAETEC CORP.

SEAL
                                             By:____________________________
                                             Name:
                                             Title:

ATTEST:


________________________________
Secretary or Assistant Secretary

                                       9
<PAGE>

                                  SCHEDULE A


Name of Agent:_________________________

Number of Shares:_________________

Anniversary Month:________________

Target Revenue Level: $____________

                                       10
<PAGE>

                                                                   Exhibit 10.22
                                                                     (Continued)

                                 AMENDMENT #1

               PAETEC COMMUNICATIONS, INC. AGENT INCENTIVE PLAN

          This sets forth Amendment #1 to the PaeTec Communications, Inc. Agent
Incentive Plan ("Plan"). Effective as of March 20, 2000, the Plan shall be
amended as follows:

          1.  The third paragraph of the "Introduction" section of the Plan
shall be amended and restated to provide in its entirety as follows (with the
amended portion underscored):

          PaeTec is currently a private company and there is no public trading
          market for its stock.  Recognizing that agents will not therefore
          realize cash "value" from the Plan until PaeTec becomes a public
          company, the Warrants will not be exercisable before the first
                                                        ----------------
          anniversary of the date PaeTec successfully completes an initial
          -----------------------
          public offering (an "IPO") of its common stock.  Further, the Warrants
          will only be exercisable in compliance with federal and state
          securities laws.


          2.  The "Securities Law Matters" section of the Plan shall be amended
and restated to provide in its entirety as follows (with the amended portion
underscored):

          In order that agents holding Warrants will have sufficient information
          about the Company to make an informed decision about investing in
          Warrant Shares, and will be able to sell in a public market any
          Warrant Shares they elect to purchase through the exercise of the
          Warrants, the Warrants will not be exercisable before the first
                                                         ----------------
          anniversary of the date PaeTec has become a public company and not
          -----------------------                                        ---
          before PaeTec has "registered" the Warrant Shares on a Registration
          -----------------
          Statement filed with the Securities and Exchange Commission.  While
          PaeTec anticipates that it will go public in the future, there can be
          no assurance that it will do so within any specified period of time or
          at all.  If PaeTec fails to go public, the Warrants would never become
          exercisable.
<PAGE>

          3.  The first paragraph of the "Vesting" section of the Plan shall be
amended and restated to provide in its entirety as follows (with the amended
portion underscored):

          Assuming that the public offering and registration requirements
          ---------------------------------------------------------------
          described in the "Securities Law Matters" section above have been
          -----------------------------------------------------------------
          satisfied, an agent can purchase up to 20% of the Warrant Shares at
          ---------
          any time after the grant of the Warrants.  In other words, 20% of the
          Warrants automatically become exercisable as soon as the Warrant is
          granted to the agent, regardless of the agent's subsequent monthly
          revenue level.  On the other hand, an agent's ability to purchase the
          rest of the shares under the Warrant (in other words, the remaining
          80%) will depend on the maintenance of sales revenues over the next
          four years.  After the public offering and registration requirements
                                 ---------------------------------------------
          described in the "Securities Law Matters" section above have been
          -----------------------------------------------------------------
          satisfied, an agent may exercise its Warrants with respect to all or
          ---------
          any portion of the vested Warrant Shares.


          4.  The last paragraph of the "Vesting" section of the Plan shall be
amended and restated to provide in its entirety as follows (with the amended
portion underscored):

          Regardless of whether any Warrant has "vested" as herein described,
          unless and until the public offering and registration requirements
                           -------------------------------------------------
          described in the "Securities Law Matters" section above have been
          -----------------------------------------------------------------
          satisfied, the agent holding the Warrants may not purchase Warrant
          ---------
          Shares under any circumstances.  Further, an agent can "earn back"
          Warrants that did not vest because average monthly sales fell below
          target only until the last day of the fifth Anniversary Month
          following the issuance of the Warrant Certificate.


          5.  The last sentence of the "Sub-Agents" section of the Plan shall be
amended and restated to provide in its entirety as follows (with the amended
portion underscored):

          Warrants are not exercisable until the public offering and
                                       -----------------------------
          registration requirements described in the "Securities Law Matters"
          -------------------------------------------------------------------
          section above have been satisfied and Warrant Shares may only be
          ---------------------------------
          transferred in compliance with the securities laws.
<PAGE>

          6.  The second bullet in the "Plan Summary" section of the Plan shall
be amended and restated to provide in its entirety as follows (with the amended
portion underscored):

          Warrants are not exercisable in any event until after the public
                                                                ----------
          offering and registration requirements described in the "Securities
          -------------------------------------------------------------------
          Law Matters" section above have been satisfied.
          ----------------------------------------------

     This Amendment #1 has been adopted by the Board of Directors of PaeTec
Communications, Inc., and the Board of Directors of PaeTec Corp., to be
effective as of March 20, 2000.


                                        PAETEC CORP.

                                        By: /s/ Arunas A. Chesonis
                                           -------------------------
                                        Title: President
                                              ----------------------
                                        Date:  March 20, 2000
                                             -----------------------

                                        PAETEC COMMUNICATIONS, INC.

                                        By: /s/ Arunas A. Chesonis
                                           -------------------------
                                        Title: President
                                              ----------------------
                                        Date:  March 20, 2000
                                             -----------------------