FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 10.84

FIRST AMENDMENT TO

ASSET PURCHASE AGREEMENT

This First Amendment to the Asset Purchase Agreement (this “ Amendment ”) is dated as of March 22, 2006, and made by and among gateway.realty.new jersey.llc , a New Jersey limited liability company (the “ Seller ”), FiberNet Telecom Group, Inc. , a Delaware corporation (the “ Parent ”), and Local Fiber, LLC, a New York limited liability company and wholly owned subsidiary of Parent (the “ Purchaser ”).

WITNESSETH :

WHEREAS, the parties hereto are parties to that certain Asset Purchase Agreement, dated as of December 31, 2003 (the “ Agreement ”); and

WHEREAS, the parties have agreed to modify certain terms set forth in the Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions . Unless otherwise defined herein, all capitalized terms used in this Amendment will have the meanings given to such t