##### 



SECOND AMENDED AND RESTATED AGREEMENT FOR THE PROVISION
 OF FIBER OPTIC FACILITIES AND SERVICES
 BETWEEN
 NORTHEAST UTILITIES SERVICE COMPANY,
 THE CONNECTICUT LIGHT AND POWER COMPANY,
 WESTERN MASSACHUSETTS ELECTRIC COMPANY,
 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,
 AND
 NEON OPTICA, INC.
 AS SUCCESSOR IN INTEREST TO
 NECOM LLC
 AS OF
 December 23, 2002
 Amending and Restating Agreement dated as of February 27, 1998
 PHASE TWO




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SECOND AMENDED AND RESTATED AGREEMENT FOR THE PROVISION
OF
FIBER OPTIC FACILITIES AND SERVICES
    WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS,
 WHEREAS,
 WHEREAS,
  1




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WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS, Exhibit 2.7
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
  2




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##### 



NOW THEREFORE
  Exhibit 3.31
                3




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Exhibit 3.30
  4




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##### 



Exhibit 3.30
 Exhibit 3.31
     Right of Use
  IRU Option
 IRU Right of First Refusal
 IRU Not Exercised
  5




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Non-NUNet Fibers
 Grant Subject to Security Interests
 Limitation on Use
 Obligation to Build
 Cable Measurement
 Other Cables/Facilities
 Warranty
 Reservation of Security Interest Exhibit 4.8
  6




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Additional Route Segments Designated by NU
  Additional Route Segments Designated By NEON Optica Exhibit 5.3 Exhibit 11.1
 Cost and Means of Right of Way Acquisitions
  7




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NEON Opticas Right to Build and Connect Third Party Segments
 Third Party Connections
 Connection Grants
  NUs Obligations
  8




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NEON Opticas Obligations
  Responsibility for Performance
 Condition of Structures
 Costs
  9




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NEON Opticas Right to Select Contractors
 NEON Opticas Right to Issue Specifications
 NUs Installation Obligations Exhibit 3.31
 New Buildings
 State Fees
 Public Rights of Way
  Marking
  10




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Building Extensions
  NEON Opticas Obligations Exhibit
10.1 Exhibit 10.1
 NUs Obligations
  By NEON Optica Exhibit 11.1
  11




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By NU Exhibit 3.31
 Emergency Relocations; Third Party Relocations
 Cable Failure; NUNet Equipment
  Interference With Other Joint Users
  12




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NUs Approval of Third Party Work
 NUs Right to Maintain Service
 Notice
 Emergency Use of NUs Property
 Return of Removed Material
  By NU
 NEON Opticas Obligations
 Cost
  13




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Role of Program Managers
 Definition of Consultation/Cooperation and Approval
  Title; Tax Accounting
 Vesting of Title in NU
  14




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Fibers and Use
  Option to Purchase Additional Fibers
 Additional Service
 Space in NEON Opticas Locations
  15




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Cable Damage
  Common Representations
 Representations by NU
 Representation by NU As To Structures
 Representation by NU As to Right to Place Cable
  16




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Work Clearances and Related Delays
 Representations by NEON Optics
   Liability Insurance
  Bond Exhibit 3.30
  17




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Effect of Bond
  Period
 Payment to NEON Optica
 Early Termination of Agreement
      Termination of Route Segment
    18




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Cost Reimbursement
 Year 1-5 (9/27/94-9/27/99)
    
    
    100
    %Year 6
    
    
    80
    %Year 7
    
    
    60
    %Year 8
    
    
    40
    %Year 9
    
    
    20
    %Year 10
    
    
    10
    %Year 11 and thereafter,
    
    
    0
    %
   Amount
   Exhibit 3.30
    19




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Provided, however ,
 CPI Adjustments
 Additional Amounts
 When Due
  20




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Initial Annual Fee
 Right to Withhold
  Optional Termination
 Suspension Pending Force Majeure
  Obligation to Maintain as Confidential
  21




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Route Constitutes Proprietary Information
  Access by NU
 Access by NEON Optics
  22




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Access by NECOM to NEON Space
 NEON Opticas Work
  Relationship
 Costs
 Non-Compete
  23




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Limitations
 Exceptions
  NU Referrals
 NEON Optica Referrals
  Severability
  24




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Notice by NU
 Notice by NEON Optics
 Determination by NEON Optics
 Determination by NU
  Consent and Waiver
  25




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Taxes
 Income Tax Liability
  26




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By NEON Optics
 Indemnification Procedures
 Limitation of NU Liability
 Limitation of NEON Optics Liability
  Default
  27




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By NEON Optics
 Change of Control
 NUs Right to Pledge Agreement and Transfer Property
 NEON Opticas Right to Pledge Agreement and Lease Fibers
 Right to Assign
  NEON Opticas Obligations
  28




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Opinion
 NUs Obligations
  Form and Address
  
  
  
  
  
  29




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How Sent
 Damage Notification
 
  1.
    
    Name of company making report;2.
    
    Location reporting problem;3.
    
    Name of contact person reporting problem;4.
    
    Telephone number to call back with progress report;5.
    
    Description of the problem in as much detail as possible;6.
    
    Time and date the problem occurred or began; and7.
    
    If appropriate, a statement that This is an emergency and
that a problem presents a jeopardy situation to the physical plant of NU or
NEON Optica, as the case may be.
  Arbitration
    30




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Award; Costs
  No Waiver
 NEON Opticas Self Help Rights
  Further Actions
  31




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Survival
  Headings
  Exhibits
  Counterparts
  Jurisdiction
  Entire Agreement
  32




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Witnessed by:
    
    
    
    Northeast Utilities Service Company/s/ Ellen L. Lindne
    
    
    
    By:
    
    /s/ David H. Bogulawski

Name: David H. BogulawskiTitle: Vice President  Transmission
BusinessThe Connecticut Light and Power Company/s/ Ellen L. Lindne
    
    
    
    By:
    
    /s/ David H. Bogulawski

Name: David H. BogulawskiTitle: Vice President  Transmission
BusinessWestern Massachusetts Electric Company/s/ Ellen L. Lindne
    
    
    
    By:
    
    /s/ David H. Bogulawski

Name: David H. BogulawskiTitle: Vice President  Transmission
BusinessPublic Service Company of New Hampshire/s/ Ellen L. Lindne
    
    
    
    By:
    
    /s/ David H. Bogulawski

Name: David H. BogulawskiTitle: Vice President  Transmission
BusinessNEON Optica, Inc., as Successor in Interest to NECOM
LLC/s/ Barbara Johnson
    
    
    
    By:
    
    /s/ Stephen E. Courter

Name: Stephen E. CourterTitle: CEO
  1




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EXHIBIT 3.30  Fiber Route Listing
  2




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EXHIBIT 3.31  Specifications
  3




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##### 



EXHIBIT 5.3  Network Expansion
  4




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EXHIBIT 10.1
Maintenance
  5




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EXHIBIT 11.1  Request for Relocation
  6




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EXHIBIT 28  Exempt Prospects
  7