Exhibit 10.1

Note: Certain material has been omitted from this document pursuant to a request
for confidential treatment and has been filed separately with the SEC. Notations
of [ * * * ] have been used to indicate such an omission.

                                 Amendment No. 1
                   to Fixed Point Microwave Services Agreement
                            Dated September 17, 1997,
                    between PathNet, Inc. and KN Energy, Inc.

This  amendment  no. 1 (the  "Amendment")  entered into as of September 2, 1998,
supplements and amends the terms of the Fixed Point Microwave Services Agreement
("Agreement"),  dated September 17, 1997,  between PathNet,  Inc. and KN Energy,
Inc.  Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Agreement.

         The Agreement is hereby amended and supplemented as follows:

1.       Section  1.1.40:  The following shall be added as a new sentence at the
         end of Section 1.1.40:  "Facilities  shall include any  Interconnection
         Sites, as defined in Section 4.7, whether owned by Incumbent or a third
         party."

         Section 2.3: The following shall be added as a new clause to the end of
         Section 2.3: "; provided,  however,  Incumbent may (i) operate the PCS,
         cellular or other communication  services for such Facilities,  so long
         as such  services do not  Interfere  with the System or (ii)  provide a
         singular   telecommunications   path  for  the   limited   purposes  of
         interconnecting from such Facilities."

2. Section 4.1.6: The following section shall be added to the Agreement:

         4.1.6 Certain  Additional  Costs.  Subject to Section 4.1.3,  Incumbent
         shall pay for the  Incumbent  Estimated  Costs  incurred as a result of
         (i)[ * * * ].  Notwithstanding  the foregoing,  Incumbent shall pay for
         the [ * * * ].

3. Section 4.7: The following section shall be added to the Agreement:

          4.7     Interconnections.  Pathnet and Incumbent shall jointly develop
                  Interconnection sites at the following locations:  (i) Scott's
                  Bluff,  Nebraska;  (ii) Casper,  Wyoming;  and (iii)  Kearney,
                  Nebraska (each an  "Interconnection  Site").  Pathnet,  at its
                  discretion and with Incumbent's  cooperation,  shall determine
                  the  site  specific  location  of  each  Interconnection  Site
                  (including the latitude and longitude of such site). [ * * * ]
<PAGE>

4. Section 5.2: The entire Section 5.2 is deleted and replaced as follows:

         5.2.1 Capacity.  Pathnet shall pay to Incumbent,  as consideration  for
the Leased Premises:

                    (a)  commencing on  Commissioning  of the Initial System and
               ending  at the  end of the [ * * * ] after  Commissioning  of the
               Initial  System,  an allocation of up to[ * * * ] (the equivalent
               of [ * * * ]) on the  System,  with  a  maximum  cross  sectional
               density of up to [ * * * ] of digital  capacity,  as set forth by
               the Parties in the Channel  Plan;  provided,  that  Incumbent and
               Incumbent's  Affiliates  use such  allocation  of DS-1's only for
               their own respective internal communications needs; and

                    (b) commencing at the [ * * * ] after  Commissioning  of the
               Initial System,  an allocation of up to [ * * * ] (the equivalent
               of [ * * * ]), with a maximum cross sectional density of up to [*
               * * ] of  digital  capacity,  as set forth by the  Parties in the
               Channel Plan; provided, that Incumbent and Incumbent's Affiliates
               use such  allocation  of DS-1's  only for  their  own  respective
               internal communications needs.

         5.2.2 Revenue. Pathnet shall pay to Incumbent, as consideration for the
Leased Premises:

                    (a) commencing on Commissioning and ending at the end of the
               [ * * * ]  after  Commissioning  of the  Initial  System  and any
               Capacity  Expansion,  [ * * * ] of the Revenue,  if any, from the
               sale of PathNet Excess Capacity relating to the Initial System or
               any Capacity  Expansion (PathNet shall retain the remaining [ * *
               * ] of such  Revenue,  except as required as a referral fee to be
               paid   by   Incumbent   pursuant   to   Section   9.2.2)   on   a
               Segment-by-Segment basis; and

                    (b) commencing at the [ * * * ] after  Commissioning  of the
               Initial  System  and  any  Capacity  Expansion,  [ * * * ] of the
               Revenue,  if any,  from  the  sale  of  PathNet  Excess  Capacity
               relating to the Initial System or any Capacity Expansion (PathNet
               shall retain the  remaining [ * * * ] of such  Revenue  except as
               required as a referral  fee to be paid by  Incumbent  pursuant to
               Section 9.2.2) on a Segment-by-Segment basis.

5.       Section 5.4.2:  The following shall be added as a new clause at the end
         of the first and second  sentences of Section 5.4.2: "or with Pathnet's
         ability to maintain, operate, expand or extend the System."

6.       Section 9.1.4:  The following shall be deleted from the second sentence
         of Section 9.1.4: " to KN Field Services, Inc. which may provide,
<PAGE>

         market, sell or lease circuits to its customers for the limited purpose
         of monitoring  data from oil and/or gas wells" and replaced with "to KN
         Field Services,  Inc. or any other KN Energy,  Inc.  subsidiary for the
         purpose of  providing  voice or data  services  to such  subsidiary  or
         customers of such subsidiary; provided such customers shall in no event
         purchase greater than one (1) DS-1 of capacity."

7.       Section 9.3: The following  shall be added as a new sentence at the end
         of Section 9.3:  "If and to the extent  Incumbent  purchases  Available
         Excess  Capacity,  Incumbent shall receive any and all Revenue pursuant
         to Section  5.2;  provided,  however,  Incumbent  shall not receive any
         Revenue pursuant to Section 9.2.2."

8.       Section 9.11.1:  The following shall be deleted from the first sentence
         of Section  9.11.1 "any and all revenue  generated"  and replaced  with
         "any and all past-due revenue generated."

9.       Section 10.3: The following shall be deleted from the first sentence of
         Section  10.3  "compliance  with all United  States" and  replace  with
         "compliance  with all  requirements  imposed  by  lessors of any of the
         Facilities or sites, including the United States."

10.      Section 11.3: The following shall be added as a new sentence to the end
         of Section  11.3.  "Incumbent  shall  promptly  repair and  replace any
         damaged property to the extent  reasonably  necessary to permit Pathnet
         to  operate  the  System  and  exercise  its  rights  and   obligations
         hereunder."

11.      Section  13.1.6:  The following shall be added as a new sentence to the
         end of Section  13.1.6:  "Each Party shall take all necessary  steps to
         keep in full force and effect any leases, licenses or other conditional
         use agreements pertaining to the Facilities,  site, Equipment or System
         such that for the Term of this  Agreement,  Pathnet and Incumbent shall
         have all rights  reasonably  necessary or appropriate to enable them to
         perform their  respective  obligations  and exercise  their  respective
         rights hereunder."

12.      Section 18.14:  The following  shall be deleted from the end of Section
         18.14 "at least  eighteen  (18) months" and replaced with "at least six
         (6) months."

13. SCHEDULE B: The following modifications shall be made to Schedule B:

     o         Delete:               "Guernsey, WY      42-13-53   W104-41-12"
               and replace it with:  "Wheatland, WY"    42-02-33   W104-41-39

     o         Delete                "Beacon Hill, WY   42-20-45   W105-02-11"
               and replace it with:  "Glendo, WY        42-27-24   W104-48-24

     o         Add the following at the end of Schedule B:

         Interconnection Sites with facilities at the sites listed below:

                                     Scott's Bluff, NE  41-52-30   W103-40-08
                                     Casper, WY         42-51-0.6  W106-19-18.6
                                     Kearney, NE        40-40-48   W99-04-58
<PAGE>

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by
their respective authorized representative as of the date first set above.

         KN Energy, Inc.                             

         By:      /s/ Mort Aaronson                  
                  ---------------------                 
         Name:    Mort Aaronson                      
                  ---------------------
         Title:   President                                   


         Pathnet, Inc.

         By:      /s/ Richard A. Jalkut                       
                  ---------------------
         Title:   President and C.E.O.                        
                  ---------------------
         Date:    September 2, 1998                  
                  ---------------------

<PAGE>


                                   ADDENDUM A

                                STATEMENT OF WORK



A.       KEARNEY, NE
         -----------

1)       SITE WORK
         No additional site work is required.

2)       TOWERS
         Minor  tower   structural   strengthening   is  expected  on  the  120'
         self-support tower.

3)       BUILDINGS
         Floor space in KNT's existing building will be required.

4)       GENERATORS
         No emergency generator power is planned for this city terminal site.

5)       DC PLANT
         A new 700 AH -48 VDC power system will be required.

6)       ANTENNAS
         One (1) Andrew UHX6-59W antenna is required.

7)       TRANSMISSION LINE
         One (1) 130' run of EWP-52 waveguide is required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 6 GHz  radio is  required.  Radio  will be
         configured as a 1:1 with ATPC and no space diversity.

9)       MULTIPLEX
         One  (1)  shelf  of NEC  IMT-150  MUX is  required.  The  MUX  will  be
         configured as a terminal with twelve (12) DS-1's.

10)      MISCELLANEOUS EQUIPMENT
         A DSX-1 panel and Raven orderwire will be required.



<PAGE>




B.       MINDEN, NE
         ----------

1)       SITE WORK
         No additional site work is required.

2)       TOWERS
         The new 300' tower will be utilized.

3)       BUILDINGS
         The existing 11.5 x 28' building will be utilized.

4)       GENERATORS
         The existing 25KW Generac generator will be utilized.

5)       DC PLANT
         The existing 900 AH -48 VDC plant will be utilized.

6)       ANTENNAS
         Two (2) each Andrew UHX8-59H antennas will be required.

7)       TRANSMISSION LINE
         Two (2) runs of EWP-52 waveguide totaling 780' will be required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 6 GHz  radio is  required.  Radio  will be
         configured as a 1:1 with space diversity and ATPC.

9)       MULTIPLEX
         One  (1)  shelf  of NEC  IMT-150  MUX is  required.  The  MUX  will  be
         configured as a terminal with twelve (12) DS-1's.

10) MISCELLANEOUS EQUIPMENT A DSX-1 panel will be required.



<PAGE>



C.       AT&T CHAPPELL, NE
         -----------------
1)       SITE WORK
         No additional site work is required.

2)       TOWERS
         All tower work to be handled by AT&T.

3)       BUILDINGS
         Floor space in the AT&T existing building will be utilized.

4)       GENERATORS
         Existing emergency power will be utilized.

5)       DC PLANT
         AT&T existing -48 VDC system will be utilized.

6)       ANTENNAS
         A new Andrew UHX4-107A antenna will be required.

7)       TRANSMISSION LINE
         One (1) 250' run of EWP-90 waveguide will be required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 11 GHz radio will be required.  Radio will
         be configured as a 1:1 without space diversity or ATPC.

9)       MULTIPLEX
         One (1)  shelf of  Fujitsu  FLM-150  MUX is  required.  The MUX will be
         configured as a terminal with two (2) each DS-3's.

10)      MISCELLANEOUS EQUIPMENT
         A dual buss 20 position fuse panel and DSX-3 panel will be required.  A
         Raven orderwire unit will also be required.



<PAGE>



D.       BIG SPRINGS, NE
         ---------------
1)       SITE WORK
         A new tower base foundation is required.

2)       TOWERS
         A 40' Rohn stub tower from the existing  tower sections will be erected
         next to the existing 300' Pirod tower.

3)       BUILDINGS
         All equipment  will be installed in the existing  building on the site.
         Building modifications were completed under the backbone project.

4)       GENERATORS
         Generator  power  will be  provided  by the  existing  compressor  site
         generators.

5)       DC PLANT
         The new 900 AH -48 VDC plant will be utilized.

6)       ANTENNAS
         A new Andrew UHX4-107A antenna will be required.


7)       TRANSMISSION LINE
         One (1) 75' run of EWP-90 waveguide will be required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 11 GHz radio will be required.  Radio will
         be configured as a 1:1 without space diversity or ATPC.

9)       MULTIPLEX
         One (1)  shelf of  Fujitsu  FLM-150  MUX is  required.  The MUX will be
         configured as a terminal with two (2) each STS-1's.

10)      MISCELLANEOUS EQUIPMENT
         An additional 22 position DC distribution panel and 400 amp ground buss
         bar is required. A DSX-3 panel will also be required.

<PAGE>


E.       CASPER, WY COMPRESSOR STATION
         -----------------------------

1)       SITE WORK
         No additional site work is required.

2)       TOWERS
         No additional tower strengthening is required. A new antenna pipe mount
         is required.

3)       BUILDINGS
         A new Andrew 11.5 x 34' building will be utilized.

4)       GENERATORS
         The new 35KW Generac generator will be utilized.

5)       DC PLANT
         The new 900 AH  battery  plant  and dual 22  position  DC  distribution
         panels will be utilized.

6)       ANTENNAS
         A new Andrew UHX4-107A antenna will be required.

7)       TRANSMISSION LINE
         One (1) 90' run of EWP-90 waveguide will be required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 11 GHz radio will be required.  Radio will
         be configured as a 2:1 without space diversity or ATPC.

9)       MULTIPLEX
         One (1)  shelf of  Fujitsu  FLM-150  MUX is  required.  The MUX will be
         configured as a terminal with two (2) each STS-1's and 12 DS-1's.

10)      MISCELLANEOUS EQUIPMENT An additional DSX-1 panel will be required.

<PAGE>



F.       CASPER, WY U.S. WEST
         --------------------

1)       SITE WORK
         No site work is expected to be required.

2)       TOWERS
         Roof mount antenna structure may require minor reinforcement.

3)       BUILDINGS
         Existing  space on the second  floor (AT&T) of U.S.  West's  four-story
         building is planned.

4)       GENERATORS
         Existing emergency generator owned by U.S. West is planned.

5)       DC PLANT
         -48 VDC power is expected to be provided by AT&T.

6)       ANTENNAS
         A new Andrew UHX4-107A antenna will be required.

7)       TRANSMISSION LINE
         One (1) 100' run of EWP-90 waveguide will be required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 11 GHz radio will be required.  Radio will
         be configured as a 2:1 without space diversity or ATPC.

9)       MULTIPLEX
         One (1)  shelf of  Fujitsu  FLM-150  MUX is  required.  The MUX will be
         configured as a terminal with two (2) each DS-3's and 12 DS-1's.

10)      MISCELLANEOUS EQUIPMENT
         A DSX-1 and DSX-3  path  panel  along  with a dual buss fuse  panel and
         Raven orderwire will be required.

<PAGE>


G.       SCOTTSBLUFF, NE M/W SITE
         ------------------------

1)       SITE WORK
         No additional site work will be required.

2)       TOWERS
         No tower strengthening required.

3)       BUILDINGS
         The new Andrew 11.5 x 28' shelter will be utilized  for the  additional
         radio and MUX equipment.

4)       GENERATORS
         The new 25KW Generac generator will be utilized.

5)       DC PLANT
         The existing 900 AH battery plant and dual 22 position DC  distribution
         panels will be utilized.

6)       ANTENNAS
         A new Andrew  UHX4-107A  antenna  will be  utilized  at 100' AGL on the
         tower.

7)       TRANSMISSION LINE
         One (1) 115' run of EWP-90 waveguide will be required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 11 GHz radio will be required.  Radio will
         be configured as a 2:1 without space diversity or ATPC.

9)       MULTIPLEX
         One (1)  shelf of  Fujitsu  FLM-150  MUX is  required.  The MUX will be
         configured as a terminal with two (2) each STS-1's and 12 DS-1's.

10)      MISCELLANEOUS EQUIPMENT An additional DSX-1 panel will be required.

<PAGE>


H.       SCOTTSBLUFF, NE SPRINT UNITED
         -----------------------------

1)       SITE WORK
         No site work will be required.

2)       TOWERS
         A tower  analysis  by a Sprint  approved  contractor  is  required.  An
         extended waveguide bridge is to be provided by Sprint.

3)       BUILDINGS
         Sprint  United  will  provide  a 10' x 10'  secured  area with 24' x 7'
         access within their existing building.

4)       GENERATORS
         Emergency power to be provided by Sprint United.

5)       DC PLANT
         Dual 30 amp -48 VDC "A" & "B" buss  power  will be  provided  by Sprint
         United.

6)       ANTENNAS
         One (1) Andrew UHX4-107A antenna will be required.

7)       TRANSMISSION LINE
         One (1) 150' run of EWP-90 waveguide will be required.

8)       RADIO
         One (1) rack of NEC 2000 SDH 11 GHz radio will be required.  Radio will
         be configured as a 2:1 without space diversity or ATPC.

9)       MULTIPLEX
         One (1)  shelf of  Fujitsu  FLM-150  MUX is  required.  The MUX will be
         configured as a terminal with 68 DS-1's.

10)      MISCELLANEOUS EQUIPMENT
         A dual buss fuse panel, DSX-1 panel,  Raven orderwire,  and DSX-3 panel
         will be required.