EMPLOYMENT AND OPTION AMENDMENT AGREEMENT

EMPLOYMENT AND OPTION AMENDMENT AGREEMENT

     THIS EMPLOYMENT AND OPTION AMENDMENT AGREEMENT (the “Agreement”) is effective as of September 23, 2005, between First Avenue Networks, Inc., a Delaware corporation (the “Company”), and Sandra G. Thomas (the “Executive”).

     IN CONSIDERATION FOR the mutual promises set forth below, the parties agree as follows:

     1. Term. Subject to earlier termination as hereafter provided, this Agreement shall have an original term of six months commencing on September 23, 2005 and shall be automatically extended thereafter for successive terms of six months each (together, the “Term”), unless either party provides written notice to the other at least thirty (30) days prior to the expiration of the original or any extension Term that the Agreement is not to be extended or renewed. During the Term, the Executive shall be paid a base annual salary of $150,000, payable in accordance with the Company’s standard payroll practices and subject to increase from time to time, in the sole discretion of the Company’s board of directors and the compensation committee thereof.

     2. Removal and Resignation.

          2.1. Removal by Company Without Cause or Resignation by Executive for Good Reason. Subject to the Executive meeting her obligations hereunder in all material respects, including those set forth in the last paragraph of this Section 2.1 and in Sections 3, 4, 5 and 6, if the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason prior to the expiration of the Term (the date of such removal or resignation, the “Transition Date”) (and, for this purpose, in the event the Company provides written notice under Section 1 to the Executive that the Agreement will not be extended or renewed at the expiration of the then existing six-month Term, the Executive will be deemed, without any further action being required on the part of any party, to have resigned for Good Reason prior to the expiration of the Term):

               (i) The Company shall pay the Executive severance in the amount of $75,000 cash (the “Severance Amount”). The Severance Amount will be paid in six equal monthly installments, in accordance with the Company’s standard payroll practices, beginning on the Company’s next regular payday following the effective date of the General Release described below, and will be reduced by all required withholdings; provided, however, that if required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of the payment of the Severance Amount shall be adjusted as necessary to comply with Section 409A;

               (ii) The Company shall pay the Executive a cash bonus payment equal to $60,000, pro-rated for a partial calendar year based on the Transition Date (the “Annual Bonus”) (e.g. if the Transition Date is June 30, the Annual Bonus would be 50% of $60,000). The Annual Bonus shall be paid in one lump sum following the effective date of the General Release described below and at least 45 days after the Transition Date, and will be reduced by all required withholdings;

               (iii) If the Executive elects to continue her participation and that of her eligible dependents in the Company’s group health and dental plans pursuant to her so-called “COBRA” continuation rights by signing and returning the election form that is provided, then, for a period of 6 months from the Transition Date or, if earlier, until the Executive ceases to be eligible for participation under COBRA or the terms of the plans, the full premium cost of such coverage will be borne by the Company and either paid on behalf of or reimbursed to the Executive (the “Medical Benefit”);

               (iv) If the Transition Date occurs during the original Term, the Company shall pay the Executive a cash bonus payment equal to $75,000 (the “Transition Bonus”), in full and without pro-ration. The Transition Bonus shall be paid in one lump sum following the effective date of the General Release described below and at least 45 days after the Transition Date, and will be reduced by all required withholdings; provided, however, that if required pursuant to Section 409A, the Transition Bonus shall be paid in connection with the Company’s first regular payday as permitted pursuant to Section 409A; and

               (v) Notwithstanding anything to the contrary contained in the Company’s Stock Option Plan or any option grant certificate issued to the Executive, eight days following the Executive’s execution of the General Release (as defined below), (i) those options to purchase shares of the common stock of the Company issued to the Executive pursuant to that certain option grant certificate dated as of September 22, 2003 (the “Legacy Certificate”) that remain unvested as of the Transition Date and (ii) those options to purchase shares of the common stock of the Company issued to the Executive pursuant to any other option grant certificate or otherwise (together with the Legacy Certificate, the “Option Certificates”) that would have, but for the Executive’s removal or resignation, become vested and exercisable within the six month period following the Transition Date shall become immediately vested and exercisable (collectively, the “Accelerated Options”). Section 1 of the Legacy Certificate is hereby amended so as to give effect to the first sentence of this Section 2.1(v). Except as otherwise expressly provided in this Section 2.1(v), the terms and conditions of the Accelerated Options shall remain unchanged and shall be governed by the terms of the Stock Option Plan, the Option Certificates and any other restrictions or provisions generally applicable to shares purchased by Company employees.

          The provision of any of the above benefits by the Company to the Executive are expressly conditioned upon the Executive executing a general release of claims in substantially the form of the General Release attached hereto as Exhibit B (the “General Release”) within twenty-one days (or such greater period as may be specified by the Company) following the latest of the date on which the Executive receives notice of her removal as a senior financial officer of the Company, the date on which the Executive gives notice of her resignation or the date she receives a copy of the General Release, and upon the Executive not revoking the General Release in a timely manner thereafter. The Executive acknowledges and agrees that she will not receive any Severance Amount, Annual Bonus, Transition Bonus or Medical Benefit, and will not be eligible for Accelerated Options, if she does not sign the General Release and thereby waive those claims against the Company and the related entities specified in the General Release, and that there is good consideration for said General Release. For the avoidance of doubt, in the event the Executive fails to execute the General Release, any outstanding stock options held by the Executive as of the Transition Date will be exercisable only as provided in the Company’s Stock Option Plan and the Option Certificates (without giving effect to the first sentence of Section 2.1(v) hereto). Further, if the Executive fails to comply with any provision of this Agreement during the period in which she is entitled to receive the Severance Amount or Medical Benefit described above, she shall no longer be entitled to receive the Severance Amount or the Medical Benefit and the Company will have no further obligation to pay or provide them.

          2.2. Death. In the event of the Executive’s death prior to the expiration of the Term hereof, the Executive’s employment and all of her rights hereunder shall terminate, and no further payments of any kind shall be made except for base salary (including without limitation the Severance Amount) earned and unpaid through the termination date; provided, however, that under such circumstances, the Executive’s options shall be exercisable in accordance with the Company’s Stock Option Plan, the Option Certificates (without giving effect to the first sentence of Section 2.1(v) hereof), and any other restrictions or provisions generally applicable to shares purchased by Company employees.

          2.3. Disability. In the event of the Executive’s Disability, as defined below, prior to the expiration of the Term hereof, the Company shall thereafter have the right, upon written notice to the Executive, to terminate the employment of the Executive, in which case the date of termination shall be the date of such written notice to the Executive. “Disability” shall mean a physical or mental disability of the Executive that prevents the Executive from substantially performing the essential functions of her position notwithstanding the provision of any reasonable accommodation. In the event of termination of the Executive’s employment pursuant to this Section 2.3, all of the Executive’s rights hereunder shall terminate and no further payments of any kind shall be made except for base salary (including without limitation the Severance Amount) earned and unpaid through the termination date; provided, however, that under such circumstances,

and so long as it does not constitute a new grant under Section 409A, (i) those options to purchase shares of the common stock of the Company issued to the Executive pursuant to the Legacy Certificate that remain unvested as of the time of the Executive’s termination shall become immediately vested and exercisable and (ii) the Executive’s other outstanding options