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                                                                 EXHIBIT 10.20.2

                        AMENDMENT TO EMPLOYMENT AGREEMENT

            This sets forth an Amendment To Employment Agreement ("Amendment")
made effective as of May 28, 1999 between TELERGY, INC., a New York corporation
with its principal office at One Telergy Parkway, East Syracuse, New York 13057
("Employer") and J. PATRICK BARRETT who resides in Manlius, New York
("Employee").

            By this Amendment, the Employer and Employee intend to modify and
amend the Employment Agreement between them made effective as of April 1, 1998
("Employment Agreement").

            IN CONSIDERATION of the Employee's continuing efforts on behalf of
the Employer, and of other good and valuable consideration, the receipt of which
is acknowledged, the parties agree as follows:

            1. Paragraph 6(a) of the Employment Agreement is hereby amended to
increase the number of Option Shares, as defined therein, by an additional one
hundred fifty thousand (150,000) shares of Employer's Class A Common stock (the
"Additional Option Shares") from one hundred thousand (100,000) shares of
Employer's Class A Common stock to two hundred fifty thousand (250,000) shares
of Employer's Class A Common stock. All rights and obligations in the Employment
Agreement affecting the Option for the original number of Option Shares,
including without limitation the Option Price and Put Right as defined in the
Employment Agreement, shall continue to apply to the Option for the Additional
Option Shares. However, the Option for the Additional Option Shares shall not be
exercised unless and until they become vested prior to their automatic
expiration on April 1, 2008. The Additional Option Shares shall vest upon the
earlier of (i) a change in the ownership or effective control of Employer
arising from a reorganization of Employer or from a sale or exchange of
Employer's voting stock by the holders of a majority of its stock, or a change
in the ownership of substantially all the assets of Employer, (ii) the closing
of an initial public offering of its stock by Employer, or (iii) approval by
Brian P. Kelly and Kevin J. Kelly, or one of them if the other is deceased or
incompetent to act. If Employee dies prior to the vesting of the Additional
Option Shares, then the Option shall be exercisable by his estate upon the
vesting of the Additional Option Shares.

            2. This Amendment in no way affects the terms and conditions of the
Option for the original number of Option Shares. Except as modified and amended
hereby, the Employment Agreement remains in full force and effect in accordance
with its terms and is hereby ratified and confirmed.

            The foregoing Amendment To Employment Agreement is established by
the following signatures of the parties.

TELERGY, INC.

By: /s/ Brian P. Kelly                          /s/ Brian P. Kelly
    --------------------------                  --------------------------
        Brian P. Kelly                          Brian P. Kelly
        Chief Executive Officer


By: /s/ J. Patrick Barrett                      /s/ Kevin J. Kelly
    --------------------------                  --------------------------
        J. Patrick Barrett                      Kevin J. Kelly