0001117042-05-000017 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 9th day of February, 2005 between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the “Company”), and James Dole (“Executive”). Capitalized terms that are not defined within the text of this Agreement are defined in Section 6 hereof, except as otherwise indicated.

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AMENDMENT OF RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 26
Rights Agreement • March 14th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone)

Pursuant to Section 26 of the Rights Agreement (“Agreement”) dated July 10, 2003 between Mpower Holding Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights Agent”), the Company and the Rights Agent hereby amend the Agreement as of December 31, 2004, as provided below.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York

This is the first amendment (the “First Amended Agreement”) to that certain Employment Agreement (the “Agreement”) dated as of the 2nd day of June, 2003, between Mpower Communications Corp., a Nevada corporation (the “Company”) and Russell A. Shipley (“Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone)

This is the first amendment (the “First Amended Agreement”) to that certain Employment Agreement dated as of the 18th day of June, 2003 (the “Agreement”), between Mpower Communications Corp., a Nevada corporation (the “Company”) and Jim Ferguson (“Executive”).

AMENDMENT TO RETENTION AND SEVERANCE AGREEMENT
Retention and Severance Agreement • March 14th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York

THIS IS AN AMENDMENT (the “Amendment”) to that certain retention and severance agreement (the “Agreement”) dated as of the 11th day of October, 2001, between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the “Company”) and Roger Pachuta (“Executive”).

THIRD AMENDMENT TO LEASE
Lease • March 14th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone) • Nevada

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made and entered into as of the 11th day of February, 2005, by and between VISTA HOLDINGS, LLC, a Nevada limited liability company (“Landlord”), and MPOWER COMMUNICATIONS CORP., a Nevada corporation (“Tenant”).

AMENDMENT TO RETENTION AND SEVERANCE AGREEMENT
Retention and Severance Agreement • March 14th, 2005 • Mpower Holding Corp • Telephone communications (no radiotelephone) • New York

THIS IS AN AMENDMENT (the “Amendment”) to that certain retention and severance agreement (the “Agreement”) dated as of the 11th day of October, 2001, between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the “Company”) and Steven Reimer (“Executive”).

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