FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.5

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and effective as of the 20^th day of November, 2009, by and between WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation having a principal business address at Continental Plaza, 6^th Floor, 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the “Company”) and ERIC MANN, an individual having an address at 19 Heritage Lane, Scotch Plains, New Jersey 07076 (the “Employee”). Employee and Company shall be individually referred to as a “Party”, and collectively as the “Parties.”

RECITALS

     A. The Company and Employee are parties to a certain Employment Agreement, dated as of June 12, 2009 (the “Existing Agreement”).

     B. The Parties desire to amend Section 2.3 of the Existing Agreement to amend the terms pursuant to which the Company shall grant an option to purchase shares of common stock of the Company, par value $0.0001 per share (the “Common Stock ), in lieu of the terms of the stock options referenced therein.

     NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, it is agreed as follows:

     1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Existing Agreement; provided, however, all references to the term “Agreement” herein and in the Existing Agreement shall refer to the Existing Agreement, as amended by this Amendment.

     2. Amendment to Section 2.3. Section 2.3 of the Existing Agreement is hereby deleted in its entirety and replaced with the following language:

          “2.3. Stock Option Grant.

     (a) The Company hereby agrees to grant to Employee a fully vested nonqualified stock option to purchase 1,242,160 shares (the “Option”) of Common Stock of the Company at a purchase price equal to $0.18 per share. The Option shall be subject to the terms and conditions set forth in the form of stock option agreement attached hereto as Exhibit A (the “Stock Option Agreement”). ”

     3. Option Cancellation and Share Issuance. The Employee hereby acknowledges and agrees that the Company did not grant any stock options to Employee