Exhibit 10.1.3
                                                                  --------------


                        Amendment #5 to Master Agreement
                   Dated 8 August, 1997 between Pathnet, Inc.
                              and NEC America, Inc.


Except as expressed  herein,  the terms and  conditions of the Master  Agreement
remain in full force and effect:

Article 2.        Scope of Contract
                  -----------------

2.2               Modify  (a)  to  read,   "Appendix  A  -  Sellers   Quotation,
                  DCQ98-M200554A,  dated  9/18/98,  excluding  General Terms and
                  Conditions".

Article 3.        Prices
                  ------
                  Delete "Subject to Section 3.2, the pricing stated in Appendix
                  A is valid for  orders  placed  within  three  years  from the
                  signing of this  Agreement and is" and modify first  paragraph
                  to read,  "Subject  to  Article  3.2,  the  pricing  stated in
                  Appendix  A hereto is valid for  orders  placed  from the date
                  9/18/98 for the balance of the Master Agreement term,  subject
                  to Article  3.5  below,  as  expressed  in Article 5. Term and
                  Option, and is...."

3.5               Delete in its entirety  Amendment #3 and replace in the Master
                  Agreement  with the  following,  "At the end of calendar  year
                  1999,  the Parties agree to have a good faith  negotiation  to
                  reach  mutually  beneficial  prices  for  the  balance  of the
                  Agreement  term.  In  consideration  of the  prices  stated in
                  Appendix A hereto,  Buyer agrees to hold Seller as the primary
                  supplier of digital microwave  equipment as listed in Appendix
                  A with a minimum share of purchase  volume in U.S.  dollars of
                  60% with Buyer having a two supplier relationship and 50% with
                  Buyer having a three supplier relationship.

                  Furthermore,  Buyer  agrees  it shall  purchase  from  Seller,
                  Equipment   in  a   cumulative   amount   of  no   less   than
                  $200,000,000.00 U.S. dollars by the end of calendar year 2002.
                  As part of this commitment,  in good faith effort,  Buyer will
                  procure  no  less  than  a  quantity  of  700  T/R's  (digital
                  microwave  terminals) each six month period beginning 9/18/98.
                  Buyer's failure to meet this T/R commitment level as set forth
                  herein shall result in the sole and exclusive remedy of Seller
                  as follows:  Seller  shall  reserve the right to withdraw  the
                  pricing  levels  set forth in this  Agreement  for  subsequent
                  purchases of Equipment."

3.6      Modify to read,  "The  pricing  set forth in  Appendix  A hereto is  
         applicable  to any  orders  placed  after 9/18/98."


<PAGE>


Article 27.       Product Support, Training and Other Support
                  -------------------------------------------
         27.1     Product  Support and Training  shall be performed as stated in
                  the Product Line Support  Policy in Appendix A. In addition to
                  this Appendix,  Seller shall provide Sales Engineering support
                  to Buyer on an "as needed" basis at no cost during the term of
                  this Agreement.

         27.2     Seller agrees to provide  training on an agreed upon scheduled
                  basis to any new Buyer or Buyer Company engineering  personnel
                  and Buyer operations personnel. Such training can be either at
                  Seller's  facility in  Herndon,  VA or Buyer's  facilities  in
                  Washington,  D.C. or Richardson,  Texas. For training at Buyer
                  or  Buyer's  Company's  facility,  Buyer  agrees to  reimburse
                  Seller  for the  instructor's  reasonable  travel  and  living
                  expense only.

         27.3     Seller  agrees  to  provide  Buyer:   two  hops  of  radio  in
                  terminal-terminal  arrangement  configured  as  follows:  1X1,
                  frequency    diversity/space    diversity   with    switchover
                  processors.  One hop would be  installed  in each of the Buyer
                  facilities in Washington, D.C. and Richardson, Texas.

         27.4     In a good faith effort and to the extent reasonably  feasible,
                  Seller to provide for Seller radio and  multiplexer  product -
                  including  any  enhancements  or  modifications  thereto,  (i)
                  detailed  specification  for the OS  (Operation  System) to NE
                  (Network Element)  operations  communications  path. This will
                  include  detailed  specifications  on how the network elements
                  may  be  accessed   directly  or  indirectly  by  the  OS  and
                  identifying  the protocols used for OS to NE operations and NE
                  to NE  operations.  Conformance  statements  to  all  relevant
                  protocols  at the  physical,  data link,  transport,  session,
                  presentation and application layer should be provided.  Use of
                  the proprietary or non-standard protocol  implementations must
                  be identified;  (ii) a detailed  description of the management
                  interfaces and  functionality  implemented at the  application
                  layer  described  in terms of GDMO or TL-1;  (iii) a technical
                  contact available to support Buyer during OS development. This
                  point of contact  should possess a detailed  understanding  of
                  the   protocol   interfaces   and   the   network   management
                  applications  implemented  on the NE.  The  primary  means  of
                  contact will be through email to both Wally Strader (Director,
                  Systems  Engineering)  and Robert Lowell  (Director,  Customer
                  Engineering) or their successors,  if any. To assist Seller in
                  its  response,  each such  contact  should  include a priority
                  listing  ranking of either a Level One,  Two or Three  inquiry
                  (Level One to denote in need of a response  within less than a
                  week.  Level Two or denote in need of  response  within one to
                  two  weeks,  and Level  Three to  denote  in need of  response
                  beyond two weeks), and (iv) notification to Buyer in the event
                  of  any   modifications   to  the  above  TMN   interfaces  or
                  communication  protocols  for  new  product  releases  and the
                  appropriate  documentation  and  support  provided as describe
                  above.

         27.5     In good faith  effort and to the extent  reasonably  feasible,
                  Seller will test the current 2000S radio to Bellcore's Network
                  Equipment  Building  System  (NEBS)  requirements.  Such tests
                  shall be  conducted  by  either  an  independent  third  party
                  testing  facility or by the  manufacturer  as  witnessed  by a
                  third party.  The testing criteria shall be those elements off
                  NEBS only that are applicable to the 2000S radio 

<PAGE>


                  equipment  and that Seller has stated  either meet or may meet
                  the NEBS  standard.  Seller's  intention  is to assist  Buyer,
                  where and when  practical,  in using these  tests'  results to
                  obtain collocation approval.

                  Furthermore, in a good faith effort, Seller will design, build
                  and make available during the term of this Master Agreement, a
                  new enhanced version of the 2000S radio. This new version will
                  be in significant compliance with the NEBS' standard.




         NEC America, Inc.                           Pathnet, Inc.

         By:  /s/Patrick Stewart                     By:  /s/David Schaeffer
              -----------------                           ------------------
                  P. Stewart                                  D. Schaeffer

         Title:  AGM, RCSD                           Title:  Chairman 
                 ---------                                   --------

         Date:   11/19/98                            Date:   11/20/98 
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