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                                                                   EXHIBIT 10.35
July 26, 2000

Carl Pavolic
3 Eberling Drive
New City, NY  10096

Dear Carl:

Further to our recent conversations, on behalf of Net2000 Communications, Inc.
(the "Company"), this letter (this "Agreement") sets forth certain terms and
conditions of your employment as Vice President Carrier Sales and Alternate
Channels, on or about August 14, 2000.

In consideration of the foregoing and your employment with the Company, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, you and the Company agree as follows:

        1.      As Vice President Carrier Sales and Alternate Channels, located
        in the New York area, you will report directly to, and be subject to the
        direction of the President of the Company and will be fully responsible
        and accountable for:

        -       Revenue and P&L for Carrier and Channel Sales. All General
                Managers/Directors in these disciplines will report to you.

        -       Integral role in company decision making, market planning and
                strategy development as a member of the senior executive
                management team.

        -       Develop and drive the organizational skills, personnel
                development, account strategies, territory planning and
                administrative responsibilities to ensure a high level of
                customer satisfaction is maintained. Develop and increase sales
                revenue to ensure assigned targets are met or exceeded.

        -       Become actively involved in sales training programs. Aid as a
                resource to Account Managers in contract opportunities,
                proposals and proformas. Assists managers with contract
                negotiations, closing the sale and developing marketing plans
                for contract accounts.

        -       Assist with the planning of sales exhibits. Attend trade show.
                Participate in education and training conferences on selling and
                marketing programs. Coordinate and assist in leading sales
                meetings to include site selection and agenda preparation.

        -       Keep informed of new products, services and other general
                information of interest to customers. Check on competitive
                activities and develop new methods of attaining resellers and
                assisting managers in attaining new accounts.

        Please bear in mind that Net2000 is an emerging and developing company.
        Consequently, your duties and responsibilities may change based upon the
        requirements of the business but will remain consistent with the
        responsibilities of a Vice President.

        2.      Your employment by the Company is employment "at will" for an
        indefinite term, and may be terminated at your option or the option of
        the Company at any time with or without Cause (as defined below).

        3.      Your compensation by the Company will be as follows:

                -       Base salary at the annual rate of $160,000. Your base
                        salary shall be evaluated annually by the Company with
                        consideration given to a salary increase.
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Carl Pavolic
July 26, 2000
Page 2 of 4

                -       The Company's bonus package for this position comprises
                        fifty percent (50%) of base salary at target (75%
                        including accelerator). Performance will be evaluated on
                        a calendar year basis and a bonus, if any is earned,
                        will be paid by April 15 of the following year. For
                        2000, your bonus will be prorated accordingly. The bonus
                        components are as follows:

                                a) Common Sr Team Objectives (25% of base)

                                        - $60M in Revenue 6.25%

                                        - Expense Control 6.25% (less than or
                                               equal to 5% budget)

                                        - Customer Retention 6.25%
                                               (annual churn rate less than or
                                               equal to 10% infant mortality
                                               included)

                                        - Shareholder Value 6.25%
                                               (increase shareholder value 20%
                                               from IPO = $24 per share)

                                b) Individual Objectives (25% of base)

                                        - Bookings @ 100% of plan (10%)

                                        - Sales headcount @ target internal plan
                                               (5%)

                                        - Sales rep quota participation (non
                                               ramp AE's) greater than 60% (5%)

                                        - Sales staff turnover less than 25%
                                               for Q3 and Q4 (5%)

                                c) Bonus Accelerator (capped at incremental 25%)

                                        - Finish at greater than or equal to
                                               125% of Business plan target 10%

                                        - Finish at greater than or equal to
                                               150% of Business plan target 25%

                -       We will recommend to our Board of Directors a stock
                        option grant to you of 100,000 incentive stock options
                        under Net2000's Employee Equity Incentive Plan. These
                        incentive stock options will vest at a rate of 20% on
                        the sixth month anniversary date and the balance
                        (80,000) will vest 1/36th every month thereafter. This
                        will not affect the annual January option reload.
                        Thirty-three percent (33%) of any unvested options will
                        vest upon a change of control. These options will change
                        in value directly with the value of the company, and as
                        long as the value of the Company keeps increasing, so
                        does the value of the options. All stock option grants
                        are at the discretion of our Board and must be
                        authorized by the Board. The strike price of each such
                        option will be set by Board of Directors Compensation
                        Committee which typically meets on the last Friday of
                        each month.

                -       A one time relocation allowance of $7,500 .

                -       A monthly car allowance of $600
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Carl Pavolic
July 26, 2000
Page 3 of 4



        4.      Net2000 Communications is an "at will" employer. This means that
        either you or Net2000 may terminate your employment relationship at any
        time, for any reason, with or without cause or advance notice. This
        offer is contingent upon your execution of our
        non-compete/non-disclosure employment agreement, which is enclosed, and
        satisfactory completion of any reference checks that we feel are
        appropriate. We further understand from you that this offer and your
        employment with Net2000 are not in conflict with any existing or
        previous employment agreement, including any non-competition agreement.

        5.      You will be eligible for the standard Net2000 health, life
        insurance, 401(k) Program and other benefits plans. You will receive
        three weeks paid vacation, as well as all holidays listed in our
        Employee Handbook.

        6.      You shall receive three (3) weeks paid vacation per annum.

        7.      To the extent not otherwise set forth in this Agreement, the
        conditions of your employment shall be governed by the operating and
        personnel policies of the Company.

        8.      The Company may terminate your employment at any time, upon
        written notice of termination, for Cause. A termination for Cause is
        defined as: (a) your failure to perform your duties as Vice President
        Carrier Sales and Alternate Channels which results in material harm to
        the Company; or (b) your conviction of a felony or a crime involving
        moral turpitude. Upon termination of your employment for Cause, you
        shall not be entitled to any severance pay. Such termination for Cause
        shall be effective immediately.

        9.      The Company may also terminate your employment at any time, upon
        written notice of termination, for any reason other than for Cause. In
        such event, the effective date of your termination shall be the date of
        delivery of notice of termination. After the effective date of
        termination, you shall receive severance pay equal to your then-current
        base salary, plus applicable bonus on a prorated basis, for six (6)
        months, paid in accordance with the payroll process and procedures in
        effect as of termination.

        10.     In the event the Company or its successor terminates your
        employment without cause or in anticipation of or subsequent to a sale
        or merger then you shall be entitled to the severance pay set forth in
        paragraph 8 and you shall immediately vest in 100% of any unvested stock
        options as of the date of your termination.

        11.     In the event that you terminate your employment with the Company
        for any other reason, your termination shall be treated solely for the
        purposes of this Agreement, as a termination by the Company for Cause.

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Carl Pavolic
July 26, 2000
Page 4 of 4


        12.     You agree not to engage in any other employment or activity at
        any time during your employment with the Company that interferes with
        the performance of your duties for the Company. You agree to enter into
        and abide by the Company's Employee Non-Competition Agreement And
        Condition Of Employment and any agreements contemplated by the Company's
        standard policies and procedures, such as agreements concerning Foreign
        Corrupt Practices Act compliance. In the event you acquire any of the
        Company's Common Stock, you agree to enter into and abide by any
        agreements generally executed by the stockholders of the Company, such
        as a trading "standstill agreement" in connection with an IPO.

        13.     You hereby represent to the Company that your performance of all
        of the terms of this Agreement and your performance as an employee of
        the Company does not and will not breach any agreement to keep in
        confidence proprietary information which you have acquired from any
        third party in confidence or in trust prior to your employment by the
        Company. You also represent that you have not entered into, and you
        agree that you will not enter into, any agreement either written or oral
        in conflict with the terms of this Agreement.

        14.     This Agreement shall be governed by and construed in accordance
        with the laws of the Commonwealth of Virginia without regard to its
        conflicts of laws principles or rules.

        15.     This Agreement contains the entire agreement between the Company
        and yourself concerning the subject matter hereof. If the terms of this
        Agreement are acceptable to you, please sign and return the enclosed
        copy of this Agreement, confirming your agreement with the foregoing.

Carl, I am extremely optimistic about the future of Net2000. You will play a
major role in our growth and success and I look forward to working closely with
you to make it happen.


Best regards,

/s/Clayton A. Thomas, Jr.

Charlie Thomas
Chief Executive Officer

ACCEPTED AND AGREED:

/s/Carl Pavolic                                  8/1/00
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Carl Pavolic                                     Date