INVESTOR RIGHTS AGREEMENT

Exhibit 10.02

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT, dated as of January 1, 2005 at 1:00

am Eastern Standard Time, by and between MPOWER HOLDING CORPORATION, a Delaware

corporation (the "Mpower"), MCCC ICG HOLDINGS LLC, a Delaware limited liability

company ("Parent") and ICG Communications, Inc., a Delaware corporation and

wholly owned subsidiary of Parent ("ICG" and together with Parent, the "ICG

Parties").

WHEREAS, pursuant to that certain Asset Purchase Agreement

dated October 22, 2004 (the "Purchase Agreement"), between Mpower, Mpower

Communications Corp., Parent and ICG, ICG is receiving (i) 10,740,030 shares of

Mpower's common stock, par value $.001 per share (the "Common Stock") and (ii)

warrants to acquire 2,000,000 shares of Common Stock at an exercise price equal

to $1.383 (the "Warrants"); and

WHEREAS, pursuant to that certain Subscription Agreement dated

January 1, 2005 (the "Subscription Agreement"), between Mpower and Parent,

Parent is purchasing 1,988,894 shares of Common Stock.

NOW, THEREFORE, in consideration of the premises and the

covenants hereinafter contained and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, and intending to

be legally bound hereby, it is agreed as follows:

1. Definitions. (a) Unless otherwise defined herein, the terms

below shall have the following meanings (such meanings being equally applicable

to both the singular and plural form of the terms defined):

"Affiliate" shall mean, with respect to any specified Person,

any Person that Controls, is Controlled by, or is under common Control with,

such specified Person.

"Agreement" shall mean this Investor Rights Agreement,

including all amendments, modifications and supplements and any exhibits or

schedules to any of the foregoing.

"Beneficial Owner" or "Beneficially Own" has the meaning given

such term in Rule 13d-3 under the Exchange Act; provided that Beneficial

Ownership under Rule 13d-3(d)(1)(i) shall be determined based on whether a

Person has a right to acquire Beneficial Ownership irrespective of whether such

right is exercisable within 60 days of the time of determination.

"Board" means the board of directors of Mpower.

"Business Day" shall mean any day that is not a Saturday, a

Sunday or a day on which commercial banks are required or permitted by law to be

closed in the City of New York in the State of New York.

"Closing Date" has the meaning given to such term in the

Purchase Agreement.

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"Control" (including the terms "Controlled by" and "under

common Control with") means the possession, directly, or indirectly through one

or more intermediaries, of the power to direct or cause the direction of the

management and policies of a Person, whether through the ownership of voting

securities, as trustee or executor, by contract or otherwise, including, without

limitation, the ownership, directly or indirectly, of securities having the

power to elect a majority of the board of directors or similar body governing

the affairs of such Person.

"Effective Period" shall mean the period commencing with the

effective date of a Registration Statement and ending upon such time as there

ceases to be any Registrable Securities.

"Encumbrance" shall mean any security interest, pledge,

mortgage, lien, charge, adverse claim of ownership or use, or other encumbrance

of any kind.

"Exchange Act" shall mean the Securities Exchange Act of 1934,

as amended, and all rules and regulations promulgated thereunder.

"Fair Market Value" shall mean for any applicable measurement

date the closing price of the Common Stock on the American Exchange or, in the

event that trading hours on the American Exchange are extended past 4:00 p.m.

(EST), the last sale price at 4:00 p.m. (EST).

"Fully Diluted Basis" means, with respect to any calculation

of numbers of Common Stock held by Parent, that number of shares of Common Stock

that are required to be included in the denominator to determine Parent's

percentage ownership of Mpower's Common Stock under Rule 13d-3 under the

Exchange Act and with respect to any calculation of any percentage of Common

Stock acquired, held or disposed of by Parent, the percentage of shares of

Common Stock calculated in accordance with Rule 13d-3 under the Exchange Act.

"Group" shall mean a group within the meaning of Section 13d-3

of the Exchange Act.

"Holder" shall mean Parent, ICG, and any transferee of Parent

or ICG to whom Registrable Securities are permitted to be transferred in

accordance with the terms of this Agreement, and, in each case, who continues to

be entitled to the rights of a Holder hereunder.

"NASD" shall mean the National Association of Securities

Dealers, Inc., or any successor entity thereof.

"Parent Director" means such Person as is so designated by

Parent, as such designation may change from time to time in accordance with this

Agreement, to serve as a member of the Board and is elected or appointed to

serve as a member of the Board pursuant to Section 5 hereof.

"Permitted Transferee" means, with respect to a specified

Person, any Affiliate of such Person, provided that such Person is not a

competitor of Mpower, as reasonably determined by the Board. Notwithstanding

anything to the contrary contained herein, Parent and ICG shall be Permitted

Transferees of one another hereunder.

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"Person" shall mean any individual, corporation, partnership,

joint venture, firm, trust, unincorporated organization, government or any

agency or political subdivision thereof or other entity.

"Proceeding" shall mean an action, claim, suit, investigation

or proceeding (including, without limitation, an investigation or partial

proceeding, such as a deposition), whether commenced or threatened.

"Prospectus" shall mean any prospectus filed pursuant to Rule

424 under the Securities Act included in a Registration Statement (including,

without limitation, a prospectus that includes any information previously

omitted from a prospectus filed as part of an effective registration statement

in reliance upon Rule 430A promulgated under the Securities Act), as amended or

supplemented by any prospectus supplement, with respect to the terms of the

offering of any portion of the Registrable Securities covered by such

Registration Statement, and all other amendments and supplements to the

Prospectus, including post-effective amendments, and all material incorporated

by reference or deemed to be incorporated by reference in such Prospectus.

"Registrable Securities" shall mean (a) the shares of Common

Stock issued pursuant to the Purchase Agreement and held by a Holder, (b) the

shares of Common Stock issuable upon the exercise of the Warrants, (c) the

shares of Common Stock issued pursuant to the Subscription Agreement and held by

a Holder and (d) any securities issuable or issued or distributed in respect of

any of the Common Stock identified in clause (a), (b) or (c) by way of stock

dividend or stock split or in connection with a combination of shares,

recapitalization, reorganization, merger, consolidation or otherwise. For

purposes of this Agreement, (i) Registrable Securities shall cease to be

Registrable Securities when a Registration Statement covering such Registrable

Securities has been declared effective under the Securities Act by the SEC and

such Registrable Securities have been disposed of pursuant to such effective

Registration Statement and (ii) the Registrable Securities of a Holder shall not

be deemed to be Registrable Securities at any time when the entire amount of

such Registrable Securities proposed to be sold by such Holder in a single sale

constitutes less than 1% of the then outstanding shares of Common Stock and are

or, in the opinion of counsel satisfactory to Mpower and such Holder, each in

their reasonable judgment, may be, so distributed to the public pursuant to Rule

144 (or any successor provision then in effect) under the Securities Act in any

three-month period or any such Registrable Securities have been sold in a sale

made pursuant to Rule 144 under the Securities Act.

"Sale" shall mean, in respect of any Common Stock, property or

other asset, any sale, assignment, transfer, distribution or other disposition

thereof or of a participation therein, or other conveyance of legal or

beneficial interest therein, or any short position in a security or any other

action or position otherwise reducing risk related to ownership through hedging

or other derivative instruments, whether voluntarily or by operation of law.

"Securities Act" shall mean the Securities Act of 1933, as

amended, and all rules and regulations promulgated thereunder.

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"SEC" shall mean the Securities and Exchange Commission, or

any successor thereto.

(b) The following terms have the meanings set forth in the

Section set forth opposite such term:

Term Section

---- -------

Advice 14(b)

Blackout Period 7

Common Stock Recitals

Initial Restricted Period 2(a)

Indemnified Party 10(d)

Indemnifying Party 10(d)

Losses 6(a)

Mpower Recitals

Offer Price 11

Parent Recitals

Parent Stock 2(a)

Purchase Agreement Recitals

Purchase Offer 11

Registration Statement 6

Sale Notice 11

Warrants Recitals

2. Restrictions on Transferability.

(a) ICG understands and agrees that the shares of Common Stock

acquired pursuant to the Purchase Agreement have not been registered

and are restricted securities under the Securities Act. During the

period ending one year after the Closing Date (the "Initial Restricted

Period"), the ICG Parties may not make or solicit any Sale of, or

create, incur or assume any Encumbrance with respect to, any of the

shares of Common Stock acquired by ICG and its Affiliates pursuant to

the Purchase Agreement or the shares of Common Stock acquired by

Parent pursuant to the Subscription Agreement (collectively, the

"Parent Stock"); provided, however, that the Initial Restriction

Period shall be deemed to end on the date that is six months after the

Closing Date with respect to 25% of the shares of Parent Stock;

provided, further that the ICG Parties may, during the Initial

Restricted Period, make or solicit a Sale to a Permitted Transferee.

(b) After the Initial Restricted Period, each of the ICG

Parties agrees that neither it nor any of its Affiliates will make or

solicit any Sale of, or create, incur or assume any Encumbrance with

respect to, any of the Parent Stock except for a Sale:

(i) to Permitted Transferees;

(ii) in compliance with Rule 144 (not including Rule 144A)

under the Securities Act; or

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(iii) in accordance with and subject to Section 6.

(c) No Sale of Parent Stock to a Permitted Transferee shall be

effective if a purpose or effect of such transfer shall have been to

circumvent the provisions of this Section 2. Each of the ICG Parties

shall remain responsible for the performance of this Agreement by each

Permitted Transferee of such ICG Party to which Parent Stock is

transferred.

(d) Each of the ICG Parties agrees that it will not Sell or

create, incur or assume any Encumbrance with respect to, its interest

in any Permitted Transferee to which it has transferred Parent Stock

unless prior thereto the Parent Stock held by such entity is

transferred to Parent or to one or more Permitted Transferees.

3. Improper Sale or Encumbrance Any attempt not in compliance

with this Agreement to make any Sale of, or create, incur or assume any

Encumbrance with respect to, any shares of Common Stock shall be null and void

and of no force and effect, the purported transferee shall have no rights or

privileges in or with respect to Mpower, and Mpower shall not give any effect in

Mpower's stock records to such attempted Sale or Encumbrance. Furthermore, the

ICG Party engaging or attempting to engage in such Sale or Encumbrance and the

other parties engaging or attempting to engage in such Sale or Encumbrance shall

indemnify and hold harmless Mpower from all losses that Mpower may incur

(including, without limitation, incremental tax liability and lawyers' fees and

expenses) in enforcing the provisions of this Agreement.

4. Restrictive Legends.

(a) Each certificate representing the shares of Parent Stock

shall be stamped or otherwise imprinted with legends in substantially

the following form (in addition to any legends required by agreement

or by applicable state securities laws):

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT

WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR

DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE

SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION

OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE

REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF

SAID ACT.

(ii) THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN

RESTRICTIONS UNDER THE TERMS OF THE INVESTOR RIGHTS

AGREEMENT DATED OCTOBER 21, 2004, AS AMENDED FROM TIME

TO TIME, BETWEEN THE ISSUER AND THE HOLDER HEREOF AND

MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE

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DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF THAT

AGREEMENT.

(b) Each of the ICG Parties consents to Mpower making a

notation on its records and giving instructions to any transfer agent

of its capital stock in order to implement the restrictions on

transfer established in this Agreement.

(c) If any Parent Stock ceases to be subject to any and all

restrictions on Sale or Encumbrance set forth in Section 2 of this

Agreement or the other provisions set forth in this Agreement, Mpower,

upon the written request of the holder thereof, shall issue to such

holder a new certificate evidencing such Parent Stock without the

first paragraph or without the second paragraph, as applicable, of the

legend required by Section 4 endorsed thereon.

5. Composition of the Board.

(a) As soon as practicable following the Closing Date, Mpower,

through its Board, shall cause to be duly appointed to its Board one

individual designated by Parent, such initial person to be designated

in writing prior to the Closing Date; provided that the individual so

designated, shall be reasonably acceptable to Mpower. Thereafter and

until the first stockholder meeting of Mpower after the date on which

the ICG Parties and their Affiliates, in the aggregate, Beneficially

Own less than 5% of the Common Stock calculated on a Fully Diluted

Basis, at each election of directors at which the term of the Parent

Director will expire, the Board shall recommend for election to the

Board one nominee, and shall use reasonable efforts to solicit proxies

in favor of such nominee consistent with the efforts used to solicit

proxies for the other Board nominees, who will be designated by Parent

and who shall be reasonably acceptable to Mpower.

(b) Each of the ICG Parties hereby agrees that at every

meeting of Mpower's stockholders at which directors are to be elected,

each of the ICG Parties and its Affiliates shall cause all of their

shares of Common Stock to be represented either by proxy or in person

and to be voted in favor of all directors nominated by the Board. If

directors are to be elected by written consent of Mpower's

stockholders, each of the ICG Parties and its Affiliates agree to

execute written consents in favor of the directors nominated by the

Board.

(c) Until the first Board meeting of Mpower after the date on

which the ICG Parties and their Affiliates, in the aggregate,

Beneficially Own less than 5% of the Common Stock calculated on a Fully

Diluted Basis, Parent shall be entitled to designate one individual

(the "Observer") to attend any meetings of the Board; provided,

however, that such person who is not a director appointed to attend

such meetings shall not be entitled to vote on any matters considered

by the Board and shall not be counted with respect to quorum. The Board

shall have the right to exclude the Observer from (i) all or any

portion of a meeting of the Board and (ii) access to any notices

minutes, consents or other materials (the "Materials") provided to the

directors by Mpower in the event Mpower reasonably believes that such

exclusion is reasonably necessary to (A) preserve

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the attorney-client privilege or (B) to protect the confidential

nature of the subject matter of the Board discussion or because of the

competitive nature of such subject matter.

6. Shelf Registration Statement.

(a) Mpower shall prepare and file with the SEC, and thereafter

use its commercially reasonable efforts to have declared effective prior to the

date that is six months after of the date of this Agreement, a "shelf"

Registration Statement (a "Registration Statement") covering the resale of 25%

of the Registrable Securities pursuant to Rule 415 under the Securities Act.

(b) Mpower shall prepare and file with the SEC, and thereafter

use its commercially reasonable efforts to have declared effective prior to the

first anniversary of the date of this Agreement, a Registration Statement

pursuant to Rule 415 under the Securities Act covering the resale of the

remaining 75% of the Registrable Securities not covered by the Registration

Statement set forth in Section 6(a).

(c) Any Registration Statement filed pursuant to this Section

6 shall be on Form S-3, or any successor form (except if Mpower is not then

eligible to register for resale the Registrable Securities on Form S-3, in which

case such Registration Statement shall be on such other form as may be

appropriate under the Securities Act for an offering to be made on a continuous

basis). Mpower shall, subject to the terms of this Agreement, use its

commercially reasonable efforts to keep any Registration Statements continuously

effective from the date that such Registration Statement is declared effective

during the Effective Period to the extent required to permit the disposition (in

accordance with the intended method or methods thereof, as aforesaid) of the

Registrable Securities so registered.

7. Blackout Periods. Notwithstanding anything to the contrary

contained herein, Mpower shall have the right to defer or delay filing any

Registration Statement for a period of not more than 60 days or suspend sales

under any Registration Statement filed hereunder or defer the updating of such

filed Registration Statement and suspend sales thereunder during no more than

two periods aggregating not more than 60 days (each a "Blackout Period"), in

either case in the event that such registration or sale would interfere with any

material transaction then being proposed by Mpower or would otherwise require

disclosure of any material event that Mpower would not otherwise be required to

disclose.

8. Registration Procedures. In connection with using its

commercially reasonable efforts to effect the registration under any

Registration Statement of any Registrable Securities, Mpower shall, as

expeditiously as possible:

(a) not less than five Business Days prior to filing a

Registration Statement or any related Prospectus or any amendments or

supplements thereto (for purposes of this subsection, amendments shall

not be deemed to include any filing that Mpower is required to make

pursuant to the Exchange Act), furnish the representatives of the

Holders referred to in Section 8(m) copies of all documents proposed

to be filed, which documents will be subject to the reasonable review

of Parent's counsel, and will promptly incorporate into such

Registration Statement any information a Holder may reasonably

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determine is necessary to be included therein; provided, however, that

Mpower shall not be required to include any such information if the

information would in the good faith judgment of Mpower violate

applicable law. Mpower shall not file any Registration Statement or

any such Prospectus or any such amendments or supplements thereto to

which the Holders of a majority of the Registrable Securities shall

reasonably object in good faith, provided that Mpower is notified of

such objection in writing no later than three Business Days after the

Holders have been furnished copies of such documents;

(b) (i) prepare and file with the SEC such amendments and

supplements to any Registration Statement and the Prospectus used in

connection therewith as may be necessary to keep such Registration

Statement continuously effective for the Effective Period and to

comply with the provisions of the Securities Act with respect to the

sale or other disposition of all securities covered by such

Registration Statement until the earlier of such time as all of such

securities have been disposed of in a public offering or the

expiration of the Effective Period; (ii) cause the related Prospectus

to be amended or supplemented by any required Prospectus supplement,

and as so supplemented or amended to be filed pursuant to Rule 424;

(iii) respond as promptly as reasonably practicable to any comments

received from the SEC with respect to such Registration Statement or

any amendment thereto and, as promptly as reasonably practicable, upon

request, provide to the Holders true and complete copies of all

correspondence from and to the SEC relating to such Registration

Statement; and (iv) comply in all material respects with the

provisions of the Securities Act and the Exchange Act with respect to

the disposition of all Registrable Securities covered by such

Registration Statement during the applicable period in accordance with

the intended methods of disposition by the Holders thereof set forth

in such Registration Statement as so amended or in such Prospectus as

so supplemented;

(c) furnish to each Holder, without charge, such number of

conformed copies of a Prospectus, including a preliminary Prospectus,

and each amendment and supplement thereto, in conformity with the

requirements of the Securities Act, and such other documents, as such

selling security holders may reasonably request;

(d) use its commercially reasonable efforts to register or

qualify the Registrable Securities covered by any Registration

Statement under such other securities or blue sky laws of such

jurisdictions within the United States and Puerto Rico as each Holder

of such securities shall reasonably request, to keep such registration

or qualification in effect for so long as such Registration Statement

remains in effect, and to take any other action which may be

reasonably necessary to enable such seller to consummate the

disposition in such jurisdictions of the Registrable Securities owned

by such Holder (provided, however, that Mpower shall not be required

in connection therewith or as a condition thereto to qualify to do

business, subject itself to taxation in or to file a general consent

to service of process in any jurisdiction wherein it would not but for

the requirements of this Section 8(d) be obligated to do so; and

provided further that Mpower shall not be required to qualify such

Registrable Securities in any jurisdiction in which the securities

regulatory authority requires that any Holder submit any shares of its

Registrable Securities to the terms, provisions and restrictions of

any escrow, lockup or similar agreement(s) for consent to sell the

Registrable Securities in such jurisdiction unless such

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Holder agrees to do so), and do such other commercially reasonable

acts and things as may be required of it to enable such Holder to

consummate the disposition in such jurisdiction of the Registrable

Securities covered by a Registration Statement;

(e) furnish, at the request of any Holder if the method of

distribution is by means of an underwriting, on the date that the

shares of Registrable Securities are delivered to the underwriters for

sale pursuant to such registration, or if such Registrable Securities

are not being sold through underwriters, on the date that a

Registration Statement with respect to such shares of Registrable

Securities becomes effective, (1) a signed opinion, dated such date,

of the independent legal counsel representing Mpower for the purpose

of such registration, addressed to the underwriters, if any, and if

such Registrable Securities are not being sold through underwriters,

then to the Holders making such request, as to such matters as such

underwriters or the Holders holding a majority of the Registrable

Securities included in such registration, as the case may be, may

reasonably request and as would be customary in such a transaction;

and (2) letters dated such date and the date the offering is priced

from the independent certified public accountants of Mpower, addressed

to the underwriters, if any, and if such Registrable S