FIRSTWORLD COMMUNICATIONS INC
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.56

                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                                      AND
                     AMENDMENT TO STOCK OPTION AGREEMENTS


     This Second Amendment to Employment Agreement dated effective as of October
20, 2000 (hereinafter referred to as "Amendment"), is by and between FirstWorld
                                      ---------
Communications, Inc., a Delaware corporation (the "Company") and David J.
                                                   -------
Gandini ("Executive") (collectively, the "Parties").
          ---------                       -------

                                   RECITALS

     A.   The Parties have previously entered into an Employment Agreement dated
          as of November 30, 1998 (hereinafter referred to as "Employment
                                                               ----------
          Agreement").
          ---------

     B.   On or about July 3, 2000, the Company accepted the resignation of the
          President and Chief Executive Officer of the Company and the Executive
          was appointed Executive Vice President and Chief Operating Officer of
          the Company.

     C.   The Parties have previously entered into the Employee Stock Option
          Agreements dated April 15, 1999 and December 31, 1999, (hereinafter
          collectively referred to as "Prior Option Agreements").
                                       -----------------------

     D.   Pursuant to the terms of following amendments, the Parties mutually
          desire to: 1) extend the period of employment of Executive through and
          including January 1, 2002 under the same terms and conditions as
          contained in the Employment Agreement; 2) amend Executive's position
          and duties; 3) amend the terms of the Equalization Payment; 4) grant
          additional options, and under certain circumstances provide for a
          longer period in which to exercise options; and 5) increase in the
          Executive's bonus opportunity.


                                   AGREEMENT

     IN CONSIDERATION of the foregoing, the mutual covenants contained herein
and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree to amend the Employment Agreement as
follows:

     1.   Section 2 Term of the Employment Agreement is deleted in its entirety
                    ----
and amended to read as follows:

          Term.  The period of employment of Executive by Company hereunder (the
          ----
          "Employment Period") shall commence on November 30, 1998 (the
          "Commencement Date") and shall continue through January 1, 2002.  The
           -----------------
          Employment Period may be sooner terminated by either party in
          accordance with Section 5 of this Agreement.

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     2.   The first sentence of Section 3 Position and Duties of the Employment
                                          -------------------
Agreement is amended to read as follows (the remainder of the Section reads as
stated in the Employment Agreement):

          Position and Duties.  During the Employment period, Executive shall
          -------------------
          serve as Executive Vice President and Chief Operating Officer of the
          Company, or such other position as requested by the Board of
          Directors.

     3.   Section 4(a) Equalization Payment of the Employment Agreement, shall
                       --------------------
include an additional sentence at the end of the Section as follows:

          Provided further, that in the event a new President and/or Chief
          -------- -------
          Executive Officer is elected or appointed and thereafter Executive is
          terminated without Cause or if Executive terminates his employment for
          Good Reason before the expiration of the Employment Period, the
          Equalization Payment shall become immediately due and payable.

4.        Section 4(c) Annual Bonus of the Employment Agreement is deleted in
                       ------------
its entirety and amended to read as follows:

          Annual Bonus.  The Board's Compensation Committee (the "Compensation
                                                                  ------------
          Committee") or its delegate shall review Executive's performance at
          ---------
          least once quarterly during each year of the Employment Period to
          review the Executive's performance pursuant to the procedures and
          terms of Company's Quarterly Bonus Plan ("Bonus Plan"), as in effect
          from time to time. The percentage of Executive's Salary to be used for
          calculations under the Bonus Plan shall be an amount equal to 50% of
          the Executive's Base Salary. The Executive's Bonus shall be paid
          pursuant to the terms and conditions of the Bonus Plan.

     5.   Additional Grant of Stock Options ("New Option Agreement"):
                                              --------------------

          Effective as of the date of this Amendment ("Option Grant Date"),
                                                       -----------------
          Executive shall be awarded a stock option (the "Additional Stock
                                                          ----------------
          Option") to purchase Fifty Thousand (50,000) shares of the Company's
          ------
          Series B Common Stock, par value $.0001 per share (the "Common
                                                                  ------
          Stock"). The shares of Common Stock subject to the Additional Stock
          Option shall vest in increments of Twenty Thousand (20,000) shares on
          August 1, 2001; Fifteen Thousand (15,000) shares on August 1, 2002;
          and Fifteen Thousand (15,000) shares on August 2, 2003. The Purchase
          Price for the Common Stock covered by the Additional Stock Option
          shall be equal to the fair market value of the Common Stock as
          measured by the closing price of a share of Common Stock on NASDAQ on
          the Option Grant Date. The Additional Stock Option will be granted
          under the 1999 Equity Incentive Plan of FirstWorld Communications,
          Inc. (the "Plan") and the terms and conditions of the Additional Stock
                     ----
          Option will be determined in accordance with the Plan; provided
          however, to the extent such terms of the Plan or the New Option
          Agreement conflict with the terms of the Employment Agreement, as
          amended, the terms of the Employment Agreement will control.  To the
          extent permissible under applicable law and the Plan,

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          the Additional Stock Option granted under the New Option Agreement
          will be granted as incentive stock options.

     6.   Consistent with Section 4(d) Stock Options of Executive's Employment
                                       -------------
Agreement, Section 5.3 Change in Control of the Prior Option Agreements shall
                       -----------------
read as follows:

          Change in Control and Accelerated Vesting.  Notwithstanding any terms
          -----------------------------------------
          in the Plan to the contrary, this Option Agreement, the Employment
          Agreement, as amended, or otherwise, all of the Options granted
          hereunder shall become vested and exercisable immediately prior to
          such transaction in the event of the sale of all or substantially all
          of the Company's assets or a merger or consolidation in which the
          Company is not the surviving entity, or the Company's stockholders
          prior to the transaction own less than 50% of the voting power of the
          Company's outstanding securities immediately following the
          transaction, or upon termination of Executive's employment by the
          Company without Cause.

     7.   Section 5.3 of the New Option Agreement shall read as follows:

          Change in Control and Accelerated Vesting.  Notwithstanding any terms
          -----------------------------------------
          in the Plan to the contrary, this Option Agreement, the Employment
          Agreement, as amended, or otherwise, all of the Options granted
          hereunder shall become vested and exercisable immediately prior to
          such transaction in the event of the sale of all or substantially all
          of the Company's assets or a merger or consolidation in which the
          Company is not the surviving entity, or the Company's stockholders
          prior to the transaction own less than 50% of the voting power of the
          Company's outstanding securities immediately following the
          transaction, or upon termination of Executive's employment by the
          Company without Cause.

     8.   Section 3.3(c) Expiration of Option of the Prior Option Agreements
                         --------------------
shall read as follows:

          If the Optionee's employment is terminated by the Company without
          Cause, or by the Optionee for Good Reason, pursuant to Optionee's
          Employment Agreement, as amended, the expiration of the later to occur
          of: (i) January 1, 2002, or (ii) thirty (30) days from the Date of
          Termination of Employment.

     Executive understands that amending the Prior Option Agreements to extend
the opportunity to exercise the Options may adversely affect his tax
consequences under such Prior Option Agreements.

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     9.   Section 3.3(c) Expiration of Option of the New Option Agreement shall
                         --------------------
read as follows:

          If the Optionee's employment is terminated by the Company without
          Cause, or by the Optionee for Good Reason, pursuant to Optionee's
          Employment Agreement, as amended, the expiration of the later to occur
          of: (i) January 1, 2002, or (ii) ninety (90) days from the Date of
          Termination of Employment.

     10.  Section 12 Notice of the Employment Agreement is amended to read as
                     ------
follows:

          Notice.  For the purposes of this Agreement, notices, demands and all
          ------
          other communications provided for in this Agreement shall be in
          writing and shall be deemed to have been duly given when delivered
          either personally or by United States certified or registered mail,
          return receipt requested, postage prepaid, addressed as follows:

          If to Executive:    David J. Gandini
                              3351 Meadow Creek Place
                              Highlands Ranch, CO 80126

          If to the Company:  FirstWorld Communications, Inc.
                              8390 East Crescent Parkway, Suite 300
                              Greenwood Village, CO 80111
                              Attn: General Counsel
                              Facsimile: (303) 874-2461

          or to such other address as any party may have furnished to the others
          in writing in accordance herewith, except that notices of change of
          address shall be effective only upon receipt.

     11.  Executive acknowledges that he may be employed by a subsidiary of the
Company, however, the Company will remain liable for all obligations contained
in the Employment Agreement.

     12.  The Employment Agreement and the Prior Option Agreements are deemed
amended to reflect the changes contemplated by this Amendment. Except as
expressly modified herein, the Employment Agreement and Prior Option Agreements
shall remain in full force and effect in accordance with their terms and
conditions.

     13.  Capitalized terms in this Amendment that are not otherwise defined
herein shall have the same meaning as in the Employment Agreement, the Prior
Option Agreements or the New Option Agreement.

     14.  The Parties agree to execute, deliver and amend such documents as are
reasonably necessary accomplish the Parties' intent hereunder.

                                       4
<PAGE>

          IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on
the date first above written.


FIRSTWORLD COMMUNICATIONS, INC.,
a Delaware corporation



By: /s/ Donald L. Sturm                                 /s/ David J. Gandini
    ------------------------------------                ------------------------
Name:  Donald L. Sturm                                  David J. Gandini
Title: Acting President and Chief Executive Officer
       and Chairman of the Board of Directors of
       FirstWorld Communications, Inc.

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