<PAGE>

                                                                    EXHIBIT 10.1



                                  April 7, 1999




VIA FACSIMILE & FEDERAL EXPRESS
Mr. Robert Rouse
1307 Alhambra Drive
Apollo Beach, Florida 33572

Dear Bob:

         It is with great pleasure that I offer you the position of Executive
Vice President and President, Network Services of Pathnet. You will report
directly to me and be based in our Washington, DC headquarters office beginning
on a date mutually agreeable to both of us.

         Your salary will be at the annual rate of $275,000 to be paid in equal
installments twice each month. As part of the executive team, you will be
eligible to participate in the executive bonus plan, which is under development
and will be completed this year. It is expected that the bonus will be in the
20-40% range. You will also be granted an option to purchase 350,000 shares of
common stock at $.01 par value at an exercise price of $5.20 per share. The
option vests over a period of four years in equal installments. The vesting
schedule commences with your date of hire.

         In the event of the announcement of a change in control if you are
terminated without cause all of your unvested options will accelerate and become
exercisable as of the termination date.

         In the event of a change in control all of your unvested options will
accelerate and become exercisable as of the change in control date/closing date.

         In the event that you are terminated without cause resulting in your
being asked to leave Pathnet with a satisfactory or better current appraisal,
your options for that option year will be deemed proportionately earned and
accelerated through the last month you are on the payroll. In addition, you will
be entitled to one year's severance pay equal to your annual salary at that time
payable in accordance with Pathnet's regular payroll procedures.

         In the event that you are terminated with cause (cause is defined as
set forth in Amendment No. 1 of the 1997 Stock Incentive Plan which you have
received under separate cover), then no additional compensation or vesting shall
occur after the termination date.

         You will be eligible for three (3) weeks of vacation annually and
Company-paid parking. In addition, Pathnet will pay for all reasonable closing
costs on your Florida home and the relocation of your personal belongings to
Virginia. Additionally, Pathnet will reimburse you for up to 60 days of
reasonable expenses in connection with your commutation and living arrangements
while you are relocating to Virginia. All expenses must be approved before they
are incurred.


<PAGE>


Robert Rouse
April 7, 1999
Page Two


         Pathnet offers a health and dental insurance package through Phoenix
Group Services. It is a PPO (Preferred Provider Organization) plan. Employees
can elect individual coverage for $.50 per pay period. The Company will provide
employee life/accidental death and dismemberment, long term and short term
disability insurance at no cost to you. Supplemental life insurance coverage is
also available for purchase. You will be eligible to participate in our 401(k)
Plan and Flexible Spending Account Plan as well. Enclosed you will find a
summary of Pathnet's benefit plan, a summary plan description and PPO
directories for our health and dental plan. If you are interested in dependent
insurance premium rates or have questions about the benefit plan, please contact
Tara Merkel at (202) 295-3126. Please note that the benefit plan is subject to
change.

         Our Board of Directors requires that you sign a Non-Disclosure,
Assignment of Inventions and Non-Competition Agreement as a condition of your
employment with Pathnet. A copy of the agreement is enclosed, with an extra copy
for your records. Please bring one signed copy with you on your first day of
employment. On or about your first day of employment you will also be required
to provide proof of employment eligibility in the United States. Please call
Tara Merkel if you have any questions about eligibility documents.

         This letter is an employment agreement between both parties. Other
benefits to which all Pathnet employees are entitled are outlined elsewhere and
are in addition to the provisions of this agreement.

         Please call me if you have any questions.

         We look forward to having you join us in building our Company.


                                                     Very truly yours,

                                                     /s/ Richard A. Jalkut


                                                     Richard A. Jalkut
                                                     President and CEO


Acknowledged and Agreed:

/s/ Robert Rouse
------------------------
Robert Rouse

Enclosures

Cc:  Tara Merkel, Director of Human Resources