Exhibit
      10.28







December
      22, 2005








Stephen
      A. Bogiages


12
      Hill
      Top Road


Wellesley,
      MA 02982





RE:  Separation
      Agreement





RCN
      Telecom Services, Inc. (along with its parent companies, subsidiaries and
      affiliates, “RCN” or the “Company”), and Stephen A. Bogiages ** (“Employee”),
      mutually desire to enter into this Separation Agreement (“Agreement”).





Employee
      has carefully considered the terms and conditions of this Agreement, including
      the attached General Release and Waiver (“General Release”) and Employee
      understands that the General Release settles, bars and waives any and all claims
      and grievances that Employee may have or could possibly have against RCN as
      of
      the date of execution of the General Release.





NOW,
      THEREFORE, Employee and RCN for the good and sufficient consideration set forth
      below, the receipt and sufficiency of which consideration is hereby acknowledged
      and intending to be legally bound, agree as follows:





1. The
      parties agree that effective December 12, 2005, Employee ceased to serve as
      General Counsel of RCN and as an officer and director of all affiliates of
      RCN,
      but Employee shall be retained on RCN’s active payroll until January 1, 2006
      (the “Date of Separation”). Whether or not Employee signs this Agreement or the
      General Release:





(i)
            Employee
                will be paid in full for all accrued but unpaid salary, accrued and
                unused
                vacation pay through the Date of Separation, that amount being paid
                in
                accordance
                with the Company's ordinary procedures for terminated
                employees;





(ii)
            Employee
                shall receive prompt payment in full for reasonable and necessary
                business
                expenses incurred by him prior to the Date of Separation and owed
                to the
                Employee by RCN pursuant to RCN’s expense reimbursement policy;
                and





(iii)
            Employee
                shall also receive any otheraccrued
                and vested benefits due to him under any employee benefit plans or
                programs of RCN as of the Date of Separation, except that Employee
                shall
                not be entitled to any payments under any severance plan or policy
                of
                RCN.





2. Provided
      that Employee executes the General Release attached hereto on or after the
      Date
      of Separation and does not revoke such General Release and has not violated
      Sections 7, 8 or 9 of this Agreement prior to the date the applicable benefit
      or
      payment is to be provided or made, then RCN shall provide the
      following:





(i)
            The
                Company shall pay to Employee $92,500 in a cash lump sum promptly
                after
                Employee’s General Release becomes irrevocable;





(ii)
            Employee
                and his dependents shall be provided with health and welfare insurance
                coverage through the period ending July 31, 2006 under the same terms
                and
                conditions that the Employee and his dependents had on the Date of
                Separation (including cost sharing), as such terms and conditions
                may be
                modified from time to time generally for RCN's employees receiving
                such
                coverage, subject to such adjustments from time to time in Employee's
                contributions under the coverage and co-pays as may be applicable
                generally during this period to RCN's employees receiving such coverage;


2


(iii)
            As
                of August 1, 2006 (so long as Employee is then participating in RCN
                medical and dental plans and consistent with the terms in subparagraph
                (ii) above), or any earlier date upon which RCN is unable to provide
                such
                continued health and dental coverage on commercially reasonable terms,
                Employee will be eligible for health insurance continuation coverage
                pursuant to the terms of Internal Revenue Code Section 4980B
                (“COBRA”);





(iv)
            Employee
                shall receive prompt payment of a pro rata portion (based on the
                portion
                of 2005 Employee was employed by RCN) of the annual bonus for 2005
                that he
                would otherwise have earned for 2005 as if he were employed by RCN
                through
                the bonus payment date, which shall be payable at the time bonuses
                are
                otherwise paid to RCN employees;





(v)
            29,333
                of the options to acquire RCN Stock (consisting of 4,768 ISOs and
                24,565
                NQOs) held by Employee shall remain outstanding (the “Continued Options”)
                and shall vest and become exercisable on May 24, 2006, if Employee
                has
                complied with his obligations under this Agreement. All other Options
                to
                acquire RCN Stock held by Employee shall terminate on January 1,
                2006. Any
                portion of the Continued Options that have not previously been exercised
                will expire and terminate on August 23, 2006;
                and


3


(vi)
            RCN
                shall pay up to $6,834 for cancellation fees and expenses related
                to the
                cancellation of the lease for Employee’s Virginia apartment and Employee
                hereby authorizes RCN to negotiate the termination of such
                lease.





(vii)
            RCN
                shall pay Employee $3,926.25 for previously approved RCN Rewards
                reimbursement for university courses taken in the 2005 fall
                semester.





3. Notwithstanding
      anything in this Agreement to the contrary, the Company may deduct any and
      all
      amounts required or authorized to be withheld by law from any payments due
      to be
      paid hereunder.





4. Employee
      acknowledges and agrees the Employee is not entitled to any payments or benefits
      under the letter agreement dated April 7, 2005 by and between the Company and
      Employee (the “Letter Agreement”) or otherwise from the Company in connection
      with his separation from service.





5. E mployee
      agrees to return to RCN on or before the Effective Date, any and all of RCN's
      personal property used during Employee's employment including, without
      limitation, all keys in his control for his Virginia apartment, portable
      telephones, access cards, office keys, laptops, Blackberries, calling cards,
      credit cards, and pagers, together with all writings, files, records,
      correspondence, notebooks, notes and other documents and things (including
      any
      copies thereof) containing confidential information or relating to the business
      or proposed business of RCN or containing any trade secrets relating to RCN,
      except any personal diaries, calendars, rolodexes or personal notes or
      correspondence.


4


6. Until
      August 1, 2006, Employee agrees to be reasonably available to cooperate and
      participate in any matters that have arisen during the time in which Employee
      was employed. In addition, Employee agrees that he will at all times fully
      cooperate in any litigation in which RCN may become involved. Such cooperation
      shall include Employee making himself available, upon the request of RCN, to
      provide truthful, accurate and complete information at depositions, court
      appearances and interviews by Company's counsel. To the maximum extent permitted
      by law, Employee agrees that he will notify RCN if he is contacted by any
      government agency or any other person contemplating or maintaining any claim
      or
      legal action against RCN or by any agent or attorney of such person. RCN
      agrees to reimburse Employee for any reasonable business expenses associated
      with such cooperation.





7. Except
      in
      the performance of his duties during the period of his employment or his
      obligations under this Agreement, Employee agrees not to, at any time, divulge
      to any person, firm, corporation or any other entity, information not in the
      public domain received by Employee during the course of Employee's employment
      with RCN with regard to customers, prospects, pricing, marketing information,
      personnel matters, financial matters, business accounts and records, corporate
      documentation or structure, business strategy or any other information relating
      to the affairs of RCN, in any manner whatsoever, and all such information will
      be kept confidential by Employee and will not be revealed to anyone without
      the
      prior written permission of a duly authorized officer of RCN. Notwithstanding the
      foregoing, the parties agree that Employee may disclose confidential information
      to the extent necessary to comply with any law, court order or subpoena, or
      to
      any discovery request to which a response is required by law .


5


8. During
      the period ending July 31, 2005, Employee shall not (i) own, engage in, become
      associated with or render services or provide advice to, in each case, in any
      capacity (including without limitation, as a shareholder, member, partner,
      employee consultant, officer or director) any business or operation that
      competes in any way with the business or operations of RCN or (ii) solicit,
      encourage to leave or hire, in each case, on Employee’s behalf or on behalf of
      any other person, any person employed by RCN or any person who was an exclusive
      consultant of RCN at the time of such action or within the one year period
      immediately preceding such action.





9. Employee
      agrees that he shall not, directly or indirectly, disparage RCN, its affiliates
      or their directors, officers or employees and shall not make any public comments
      or statements regarding RCN without the prior written approval of RCN’s Chief
      Executive Officer. RCN agrees that it shall not, directly or indirectly,
      disparage Employee and shall not make any public comments or statements
      regarding Employee without his prior written approval. Furthermore, Employee
      shall not communicate with any employee, creditor, stockholder, director of
      RCN,
      or prospective acquiror of RCN’s assets or securities concerning RCN’s business
      without the prior written approval of RCN’s Chief Executive Officer.





10. In
      the
      event of any breach or threatened breach of any of Sections 5, 7, 8 or 9,
      Employee agrees that RCN, in addition to any other remedies it may have
      (including, without limitation, the cancellation of any payment or benefit
      referenced in Section 2, above), shall be entitled to injunctive relief in
      a
      court of appropriate jurisdiction to remedy any such breach or threatened breach
      and Employee expressly acknowledges that damages would be an inadequate and
      insufficient remedy for any such breach or threatened breach.


6


11. Neither
      the making of this Agreement nor anything contained in the General Release
      shall
      in any way be construed or considered to be an admission by RCN of
      non-compliance with any law or admission of any wrongdoing whatsoever.





12. Employee
      represents and warrants that he has not filed, caused to be filed, or permitted
      to be filed on Employee's behalf, any charge, complaint or action before any
      federal, state or local administrative agency or court against RCN or filed
      any
      grievance against RCN. Employee agrees that he will not submit this Agreement
      as
      evidence of any kind of liability by RCN, other than for the enforcement of
      the
      terms of this Agreement, and that this Agreement is not relevant or material
      with respect to any issue of wrongdoing or liability on the part of
      RCN.





13. Should
      any provision of this Agreement or the General Release be challenged by Employee
      or his representatives and declared illegal or unenforceable by any court of
      competent jurisdiction and cannot be modified to be enforceable, such provision
      shall immediately become null and void, leaving the remainder of this Agreement
      in full force and effect; provided , however ,
      that if
      the General Release becomes null and void, Employee will be required to return
      any and all payments received under Section 2 of this Agreement and shall not
      be
      entitled to receive any further payments or benefits under this Agreement.
      The
      parties acknowledge that the Company is terminating employment of Employee
      for
      reasons other than for Just Cause (as defined in the Letter Agreement), and
      this
      Agreement is being entered into in the ordinary course of business, as in its
      business judgment it is beneficial for all the entities included under “RCN”. Employee
      acknowledges that absent execution of the General Release, he would not be
      entitled to the payments and benefits set forth in Section 2.


7


14. The
      parties have read and have fully considered the Agreement and are mutually
      desirous of entering into such Agreement. Employee agrees that neither the
      Agreement, nor the General Release will be subject to any claim of mistake
      of
      fact or duress. Having elected to execute the Agreement, to fulfill the promises
      set forth herein, and to receive the benefits set forth with the Agreement,
      Employee freely and knowingly, and after due consideration, agrees to sign
      the
      General Release intending to waive, settle and release all claims Employee
      has
      against RCN from the beginning of the world to the date of the executed General
      Release.





15. Both
      parties agree that the provisions, terms and conditions of the Agreement are
      to
      be held in strict confidence. The parties agree not to disclose, or cause their
      attorneys or agents to disclose, the terms hereof, except (i) as may be
      specifically permitted in writing by the other party; (ii) as either party
      may
      be compelled to do so by a court order or as required by state or federal law;
      or (iii) to accountants or other professionals who advise the parties with
      respect to legal, financial or tax matters. In addition, Employee may disclose
      the terms of this Agreement to his immediate family members, defined as his
      spouse, parents and children, but Employee will be liable for any disclosures
      of
      such information by any of his family members.


8


16. This
      Agreement shall be governed by the laws of the Commonwealth of Virginia,
      notwithstanding conflict of law principles.





17. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.





18. This
      Agreement is entered into between RCN and Employee for the benefit of each
      of
      RCN and Employee. No provisions of this Agreement may be modified, waived or
      discharged unless such waiver, modification or discharge is agreed to in writing
      signed by Employee and RCN. No waiver by either party hereto at any time of
      any
      breach by the other party hereto of, or compliance with, any condition or
      provision of this Agreement to be performed by such other party shall be deemed
      a waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time.





19. This
      Agreement constitutes the entire agreement, and supersedes any and all prior
      agreements, and understandings, both written and oral, between the parties
      hereto with respect to the subject matter hereof except as otherwise provided
      herein.





20. This
      Agreement shall be binding upon and shall inure to the benefit of each of the
      parties hereto, and their respective heirs, legatees, executors, administrators,
      legal representatives, successors and assigns.





21. Employee
      waives any right to reinstatement of employment or future employment with RCN
      and agrees not to knowingly apply for future employment with RCN. ****


9


WHEREFORE,
      the parties voluntarily and knowingly execute this Agreement as of the date
      set
      forth **** above.






EMPLOYEE
            
            RCN
                Telecom Services, Inc.Stephen
                A. Bogiages
            
            Name:Title:


10




EXHIBIT
      A





**GENERAL
      RELEASE AND WAIVER**




WHEREAS,
      Stephen Bogiages (“Employee”) and RCN Telecom Services, Inc. (“RCN” or the
“Company”) are parties to an Agreement dated December 22, 2005 (the “Separation
      Agreement”);





WHEREAS,
      the parties agree that the Employee’s employment with the Company has been
      terminated for reasons other than for Just Cause (as defined in the letter
      agreement dated April 7, 2005 by and between RCN and Employee (the “Letter
      Agreement”)), and the Employee is entitled to receive certain payments and
      benefits pursuant Section 2 of the Separation Agreement (such payments and
      benefits referred to herein as the “Termination Benefits”);





WHEREAS,
      it is a condition to the obligation of the Company to pay the Termination
      Benefits to the Employee that the Employee execute and deliver to the Company,
      and not revoke, this General Release and Waiver, (the “General
      Release”).





NOW,
      THEREFORE, in consideration of the payment to the Employee of the Termination
      Benefits, each of the Employee and the Company hereby agree as
      follows:





1. THE
      EMPLOYEE, ON HIS OWN BEHALF AND ON BEHALF OF HIS AGENTS, REPRESENTATIVES,
      ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS (COLLECTIVELY, THE “EMPLOYEE
      RELEASORS”) HEREBY RELEASES, REMISES AND ACQUITS THE COMPANY, ITS PARENT AND
      EACH OF THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR
      RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, AGENTS, EMPLOYEES,
      CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND
      ASSIGNS, AND EMPLOYEE BENEFIT PLANS (COLLECTIVELY, THE “COMPANY RELEASEES”),
      JOINTLY AND SEVERALLY, FROM
      ANY
      AND ALL CLAIMS, CAUSES OF ACTION, CHARGES, COMPLAINTS, DEMANDS, COSTS, RIGHTS,
      LOSSES, DAMAGES AND OTHER LIABILITY WHATSOEVER, KNOWN OR UNKNOWN (COLLECTIVELY,
      THE “CLAIMS”), WHICH THE
      EMPLOYEE HAS OR MAY HAVE AGAINST ANY COMPANY RELEASEE THAT ARISES OUT OF OR
      IN
      CONNECTION WITH, OR RELATES TO, ANY FACT, EVENT, CIRCUMSTANCE,
      OCCURRENCE OR RELATIONSHIP AMONG THE EMPLOYEE AND ANY COMPANY RELEASEE OCCURRING
      OR EXISTING ON OR PRIOR TO THE DATE HEREOF, INCLUDING BUT NOT LIMITED TO, CLAIMS
      UNDER OR IN RESPECT OF ANY OF THE UNITED STATES AGE DISCRIMINATION IN EMPLOYMENT
      ACT, THE UNITED
      STATES AMERICANS WITH DISABILITIES ACT OF 1990, THE UNITED STATES FAMILY AND
      MEDICAL LEAVE ACT OF 1993, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION
      ACT
      OF 1988, TITLE VII OF THE UNITED STATES
      CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 1981, THE CALIFORNIA FAIR EMPLOYMENT AND
      HOUSING ACT, THE CALIFORNIA LABOR CODE, D.C. HUMAN RIGHTS ACT, ILLINOIS HUMAN
      RIGHTS ACT, THE NEW JERSEY LAW AGAINST DISCRIMINATION, THE NEW JERSEY
      CONSCIENTIOUS EMPLOYEE PROTECTION ACT, MASSACHUSETTS FAIR EMPLOYMENT PRACTICES
      ACT, NEW YORK HUMAN RIGHTS LAW, THE PENNSYLVANIA HUMAN RIGHTS ACT, WASHINGTON
      STATE LAW AGAINST DISCRIMINATION, VIRGINIA HUMAN RIGHTS ACT, CLAIMS FOR WRONGFUL
      DISCHARGE, CLAIMS FOR PAYMENTS UNDER THE LETTER AGREEMENT, BREACH OF CONTRACT,
      TORT, COMMON LAW OR ANY OTHER UNITED STATES FEDERAL, STATE, OR LOCAL LAW. THE
      EMPLOYEE FURTHER AGREES THAT THE EMPLOYEE WILL
      NOT SEEK
      OR
      BE ENTITLED TO ANY PERSONAL RECOVERY IN ANY ACTION THAT MAY BE COMMENCED ON
      EMPLOYEE'S BEHALF. THIS RELEASE
      IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT
      LIMITED TO, INJUNCTIVE RELIEF, WAGES, BACK PAY, FRONT PAY, COMPENSATORY
      DAMAGES, AND PUNITIVE DAMAGES. NOTWITHSTANDING THE FOREGOING,
      THIS RELEASE SHALL NOT APPLY TO ANY EXCLUDED CLAIMS (AS DEFINED
      BELOW).


2


2. THE
      EMPLOYEE ACKNOWLEDGES THAT HE WOULD NOT RECEIVE THE TERMINATION BENEFITS EXCEPT
      FOR HIS EXECUTION OF THIS GENERAL RELEASE .





3. In
      order
      to provide a full and complete release, Employee understands and agrees that
      this General Release is intended to include all claims, if any, which Employee
      may have and which Employee does not now know or suspect to exist in his favor
      against any of the Releasees and that this General Release extinguishes those
      claims. Employee expressly waives all rights under California Civil Code Section
      1542 or any statute or common law principle of similar effect in any
      jurisdiction. Section 1542 states as follows:





**A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
      KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
      DEBTOR.**


3


Thus,
      notwithstanding the provisions of Section 1542, and for the purpose of
      implementing a full and complete release, Employee understands and agrees that
      this General Release is intended to include all claims, if any, which Employee
      may have and which Employee does not now know or suspect to exist in his favor
      against any of the Releasees and that this Agreement extinguishes those
      claims.





4. For
      purposes of this General Release, the term “Excluded Claim” means a Claim
      to
      enforce (x) any of the Employee’s rights under the Separation Agreement, (y) any
      of the Employee’s rights under any employee benefit
      plan of the Company qualified under Section 401 of the Internal Revenue Code
      of
      1986, as amended,
      in which the Employee was a participant or under which the Employee
      has an accrued but unpaid a benefit, in either such case, immediately prior
      to
      the date hereof
      or
      (z) any rights the Employee may otherwise have for indemnification (it being
      specifically agreed that the Separation Agreement and this General Release
      do
      not confer any such rights).





5. Knowing
      and Voluntary Waiver by the Employee . The
      Employee acknowledges that, by his free
      and
      voluntary act of signing below, the Employee agrees to all of the terms of
      this
      General Release
      and intends to be legally bound thereby.





6. Acknowledgement
      of Employee’s Continuing Obligations .
      The
      Employee acknowledges and agrees that his obligations under the Separation
      Agreement shall continue in full force and effect after the date hereof in
      accordance with their terms.





7. The
      Employee understands, agrees and acknowledges that:





a.
            he
                has been advised and encouraged by the Company to have thisGeneral
                Release reviewed by legal counsel of the Employee’s own choosing andthat
                he has been given ample time to do so prior to his signing thisGeneralRelease;


4


b.
            he
                has been provided at least forty-five (45) days to consider thisRelease
                and to decide whether to agree to the terms contained
                herein;





c.
            the
                Company is providing Employee with the information in Attachment
                A to this
                General Release pursuant to the
                ADEA;





d.
            he
                will have the right to revoke thisGeneralRelease
                during the seven (7) dayperiod
                following the date the Employee signs this General Release by givingwritten
                notice of his revocation to Theresa Perniciaro, Director, Employee
                Relations of the Company at 105 Carnegie Center, Princeton, NJ 08540on
                or prior tothe
                seventh day after the date the Employee signs thisGeneralRelease
                and ifEmployee
                exercises his right to revoke thisGeneralRelease,
                he will not be entitled to receive any of the Termination
                Benefits;





e.
            the
                Separation Agreement will not become effective and the Termination
                Benefits provided therein will not be paid or provided to Employeeuntil
                at least eight (8) days after Employee signs thisGeneralRelease
                and will be paid only if Employee does not revoke thisGeneralRelease
                pursuant to subsection (d) above (the “Effective Date”); andby
                signing thisGeneralRelease,
                Employee represents that he fullyunderstands
                the terms and conditions of thisGeneralRelease
                and intends to belegally
                bound by them; and


5


f.
            thisGeneralRelease
                will become effective, enforceable and irrevocable seven (7) days
                after
                the date on which it is executed by Employee and provided it is not
                revoked by Employee during such seven day
                period.





8. Governing
      Law .
      This General Release
      shall be governed by and construed in accordance with the laws
      of
      the State of Commonwealth of Virginia.





9. Severability .
      The
      parties hereto intend that the validity and enforceability of any provision
      of
      this General Release
      shall not affect or render invalid any other provision of this General Release.





10. Binding
      Agreement .
      This General Release
      shall be binding on and shall inure to the benefit of the parties hereto and
      their respective heirs, administrators, representatives, executors, successors
      and assigns.





IN
      WITNESS WHEREOF, each of the Employee and the Company, by its duly authorized
      representative, has caused this General Release
      to be executed as of the ____ day
      of
      ____________, 2005.





Stephen
                BogiagesRCN
                Telecom Services, Inc*.*


6


**ATTACHMENT
      A**





(A)
            Severance
                is being offered to employees of the Company who are terminated in
                connection with the December 2005 reduction in force.





(B)
            All
                employees who are being offered severance must sign this General
                Release
                and return it to their local Human Resources representative within
                45 days
                after receiving it. Once the signed General Release is returned to
                the
                employee’s local Human Resources representative, employees have 7 days to
                revoke the General Release.





(C)
            Attached
                as Attachment B is a listing of the job titles and ages of all individuals
                who were selected for the December 2005 reduction in force and therefore
                are eligible for severance, and the ages of all individuals in the
                same
                job classification or organizational unit who were not selected and
                therefore are not eligible for
                severance: