AMENDMENT NO 3 TO SUBSCRIPTION AGREEMENT

AMENDMENT NO 3 TO SUBSCRIPTION AGREEMENT. Means that certain Amendment No. 3 to Subscription Agreement dated as of August 10, 2001 by and among Purchaser, the Company and Northeast Optic Network, Inc. ("Northeast Optic"), amending the Subscription Agreement dated as of November 23, 1999 by and among Purchaser, the Company and Northeast Optic, as amended on May 1, 2000 and September 6, 2000, respectively, substantially in the form attached hereto as EXHIBIT D.