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                                                                   EXHIBIT 10.16
                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT, dated as of November 6, 2000 (hereinafter
"Agreement"), by and between PSINet Inc. (hereinafter "the Company"), a New York
corporation with its principal place of business located at 44983 Knoll Square,
Ashburn, Virginia 20147 and Harry Hobbs (hereinafter "the Executive").

         WHEREAS, the Company has determined that it is in the best interests of
the Company to delegate certain management responsibilities of the Company to
the Executive;

         WHEREAS, the Executive is willing to provide his services as an
employee of the Company for the inducements and on the terms and conditions set
forth below in this Agreement; and

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

         1. EMPLOYMENT POSITION.


                  (a) POSITIONS AND DUTIES. The Company hereby employs the
                  Executive to serve as Executive Vice President as well as
                  President and Chief Operating Officer, PSINet International,
                  and the Executive hereby accepts such employment in the
                  capacity and subject to the terms and conditions hereinafter
                  set forth. This position is a corporate officer position and,
                  as an officer of the Company, the Executive must stand for
                  election by the Company's Board of Directors (the "Board")
                  each year of the Term (as defined in Section 2 hereof). The
                  Executive shall have such powers, duties, authority, and
                  responsibilities as are (i) consistent with such position,
                  (ii) assigned to such offices in the Company's By-laws, and
                  (iii) reasonably assigned to the Executive by the Chairman and
                  Chief Executive Officer of the Company. The Executive accepts
                  such employment and agrees to remain in the employ of the
                  Company and provide management services to the Company, as
                  determined by and under the direction of the Chairman and
                  Chief Executive Officer

                  (b) LOCATION OF EMPLOYMENT. The principal place of employment
                  of the Executive shall be Geneva, Switzerland until June 30,
                  2001, unless earlier terminated or otherwise modified pursuant
                  to the terms of this Agreement. As of July 1, 2001, the
                  principle place of employment of the Executive shall be in the
                  greater Washington, D.C. area. The Executive shall be
                  available to travel to the extent reasonably required to carry
                  out the duties and responsibilities as Executive Vice
                  President or President and Chief Operating Officer, PSINet
                  International or as otherwise may be reasonably required by
                  the business of the Company.

                  (c) MANAGEMENT RESPONSIBILITIES. The Executive shall at all
                  times perform his responsibilities and duties with appropriate
                  care and consistent with his position as may be assigned by
                  the Chairman and Chief Executive Officer of the Company and
                  shall at all times exercise reasonable judgment and discretion
                  in the performance of such responsibilities and duties.

         2. TERM OF EMPLOYMENT. The initial term of the Executive's employment
under this Agreement shall commence as of the date of this Agreement and shall
terminate on the third anniversary hereof (the "Initial Term") subject to
earlier termination as provided in Section 6. After the Initial Term, this
Agreement shall be automatically extended each year for an additional one (1)
year period (each, a "Renewal Term"). The Initial Term together with any Renewal
Term are referred to herein collectively as the "Term."

         3. COMPENSATION.


                  (a) BASE SALARY. The Company shall pay the Executive a base
                  salary at a rate of $360,000.00 per year beginning on the date
                  hereof. Beginning on January 1, 2001 and January 1 of each
                  subsequent year thereafter, the Executive's base salary shall
                  be increased at a minimum by an amount equal to five percent
                  (5%) of the Executive's then current base salary. The
                  Executive's base salary shall be subject to additional
                  increases at the discretion of the Chairman and Chief
                  Executive Officer of the Company subject to the approval of
                  the Compensation Committee of the Board (the "Compensation
                  Committee"). The Executive's base salary shall be payable in
                  such installments as the Company regularly pays its other
                  salaried employees. All payments shall be


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                  subject to the deduction of payroll withholdings taxes and
                  similar assessments as required by law or by further agreement
                  with the Executive.

                  (b) PERFORMANCE BONUS. The Company will pay the Executive a
                  bonus subject to the successful completion of the objectives
                  established for the Executive's performance for each calendar
                  year during the Term. The performance criteria will be issued
                  separately by the Chairman and Chief Executive Officer of the
                  Company with respect to each calendar year during the Term,
                  and may be changed, with mutual fairness, from time to time as
                  situations develop. The target bonus for the one-year period
                  ending December 31, 2000 will be a total of up to $360,000.00.
                  Separate criteria will be established for the Executive's
                  entitlement for the year starting January 1, 2001. Bonuses in
                  subsequent years during the Term will be at least equal to the
                  amount of the bonus during the previous calendar year.

                  (c) ADJUSTMENT FOR DIFFERENTIAL TAX RATES. If necessary, while
                  the Executive's principal place of employment is located in
                  Geneva, Switzerland under this Agreement, the Company shall
                  "gross up" the Executive's base and bonus compensation so that
                  the Executive's after-tax compensation during his tenure as
                  President and Chief Operating Officer, PSINet International,
                  shall not be less than he would have had if stationed in the
                  United States for such period and earning the identical
                  compensation. In other words, if the combined relative
                  personal tax rate on such compensation is increased by reason
                  of the Executive's location in Switzerland, the Company shall
                  increase the compensation such that the after-tax results to
                  the Executive shall eliminate any loss in compensation
                  otherwise caused by the increased tax rate.

                  (d) COLA. While the Executive's principal place of employment
                  is located in Geneva, Switzerland under this Agreement, the
                  Company shall pay to the Executive, if indicated by a
                  Runzheimer or similar analysis of the differential cost of
                  living between the metropolitan Washington, D.C. area and
                  Geneva, Switzerland, a Cost of Living Adjustment (in the form
                  of monthly additions to his base salary), not to exceed 15% of
                  such salary.

                  (e) STOCK OPTIONS. On the first anniversary of the date of
                  this Agreement and each subsequent anniversary date during the
                  Term, the Company shall grant the Executive options to
                  purchase 25,000 shares of the Company's common stock (the
                  "Options") pursuant to the Company's Executive Stock Incentive
                  Plan (the "Plan") or another option plan of the Company, such
                  grant being subject to the terms of this Agreement and the
                  Executive's continued employment at the time of the grant and
                  evidenced by an option agreement in such form and under the
                  terms and conditions set forth in the applicable plan.

                  (f) VESTING OF STOCK OPTIONS. In the event of (i) a Change in
                  Control (as defined in Section 3(g) hereof); (ii) the
                  termination of the Executive's employment by the Company for
                  any reason other than for Cause (as defined in Section 6(c)
                  hereof); or (iii) the termination of the Executive by the
                  Company because of the Executive's death or disability, the
                  Company shall immediately vest all of the unvested stock
                  options the Executive has received prior to the date of the
                  Change in Control or Date of Termination (as defined in
                  Section 6(j) hereof), as applicable.

                  (g) CHANGE IN CONTROL. As used in this Agreement, "Change in
                  Control" shall mean: (i) the shareholders of the Company
                  approve an agreement for the sale of all or substantially all
                  of the assets of the Company; or (ii) the shareholders of the
                  Company approve a merger or consolidation of the Company with
                  any other corporation (and the Company implements it), other
                  than (A) a merger or consolidation which would result in the
                  voting securities of the Company outstanding immediately prior
                  thereto continuing to represent more than eighty percent (80%)
                  of the combined voting power of the voting securities of the
                  Company, or such surviving entity, outstanding immediately
                  after such merger or consolidation, or (B) a merger or
                  consolidation effected to implement a recapitalization of the
                  Company (or similar transaction) in which no "person" (as
                  defined below) acquires more than thirty percent (30%) of the
                  combined voting power of the Company's then-outstanding
                  securities; or (iii) any "person," as such term is used in
                  Sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act") (other than (1) the
                  Company or (2) any corporation owned, directly or indirectly,
                  by the Company or the shareholders of the Company in
                  substantially the same proportions as their ownership of stock
                  in the Company), is or becomes the "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange


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                  Act), directly or indirectly, of securities of the Company
                  representing thirty percent (30%) or more of the combined
                  voting power of the Company's then outstanding securities.

         4. FRINGE BENEFITS; AUTOMOBILE ALLOWANCE.

                  (a) During the Term, the Executive shall be entitled to the
                  maximum benefits that are generally provided to all senior
                  executives of the Company under any life insurance, group
                  insurance, medical, retirement, pension or other employee
                  benefit or incentive plans or pursuant to other arrangements
                  or understandings (excluding any equity, equity option or
                  equity bonus plans), so long as any such plan, benefit,
                  arrangement or understanding remains generally available to
                  all other senior executive officers of the Company.

                  (b) During the Term, the Company shall provide the Executive
                  with a suitable automobile with the Company bearing all
                  reasonably related costs (insurance, registration, leasing,
                  fuel, and maintenance).

                  (c) During the Term, the Executive shall be entitled to
                  financial and tax advice at the Company's expense through the
                  Mason Companies up to a maximum amount of $7,000.00 per year.

                  (d) During the Term, the Executive shall be entitles to four
                  (4) weeks paid vacation each year which can accumulate to a
                  maximum of six (6) weeks.

                  (e) While the Executive's principal place of employment is
                  located in Geneva, Switzerland under this Agreement, the
                  Company shall (1) reimburse the Executive up to $20,000.00
                  (per year) for the personal travel expenses of the Executive
                  or his immediate family (wife and/or children) between
                  Switzerland and the United States; (2) pay for a suitable
                  rental unit for the Executive in or near Geneva, Switzerland,
                  including all utilities, parking and related costs; (3)
                  provide the Executive with mobile telephone service as well as
                  home telephone lines to support the Executive's business
                  requirements.

                  (f) The Company shall reimburse the Executive up to
                  $100,000.00 ("Relocation Amount") for his reasonable moving,
                  packing, and travel expenses (including reasonable travel by
                  the Executive and his spouse to prospect for a home) incurred
                  in connection with the Executive's relocation from Geneva,
                  Switzerland to the greater Washington, D.C. area
                  ("Relocation"). The Executive's "target" date for completing
                  his Relocation to the greater Washington D.C. area shall be
                  October 1, 2001. The Company agrees to provide the Executive
                  with a gross up for income taxes due by the Executive for the
                  Relocation Amount (the "Gross Up Amount"). In consideration of
                  the Company paying said Relocation Amount and Gross Up Amount
                  to the Executive, the Executive agrees that should he
                  terminate his employment with the Company without Good Reason
                  pursuant to Section 6(e) herein within two (2) years after the
                  date of his Relocation or be terminated by the Company for
                  Cause (as defined in Section 6(c) herein) within two (2) years
                  after the date of his Relocation, the Executive shall pay the
                  Company the Relocation Amount plus the Gross Up Amount within
                  thirty (30) days of his Date of Termination with the
                  understanding that the Relocation Amount and Gross Up Amount
                  for which the Executive shall be liable will be reduced by
                  one-twenty fourth (1/24th) for each full month of continuous
                  employment after the date of his Relocation. If the Executive
                  terminates its employment without Good Reason pursuant to
                  Section 6(e) herein at any time prior to his Relocation or is
                  terminated by the Company for Cause (as defined in Section
                  6(c) herein) at any time prior to his Relocation, then the
                  Executive is not entitled to any Relocation Amount or Gross Up
                  Amount.

         5. EXPENSE REIMBURSEMENT. In addition to the compensation and benefits
provided in Sections 3 and 4, the Company shall, upon receipt of appropriate
documentation, reimburse the Executive for his reasonable travel, lodging,
entertainment, and other ordinary and necessary business expenses incurred in
the course of his duties on behalf of the Company during the Term.

         6. TERMINATION. The Term is subject to early termination as provided
below:

                  (a) TERMINATION BY THE COMPANY BECAUSE OF THE EXECUTIVE'S
                  DISABILITY. If at any time during the Term, the Company
                  determines in good faith that the Executive has been unable,
                  as a result of

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                  physical or mental illness or incapacity, to perform his
                  duties hereunder for a period of either (i) one hundred eighty
                  (180) consecutive days during any twelve-month period or (ii)
                  ninety (90) consecutive days during any twelve-month period if
                  the Executive's physical or mental illness or incapacity would
                  reasonably be expected to continue for another consecutive
                  ninety (90) day period after such initial ninety (90) day
                  period, the Term may be terminated by the Company upon thirty
                  (30) days' written notice to the Executive. Should the
                  Executive be terminated pursuant to this Section 6(a), he
                  shall be entitled to Termination Payments as provided for in
                  Section 6(g).

                  (b) TERMINATION BY THE COMPANY BECAUSE OF THE EXECUTIVE'S
                  DEATH. In the event that the Executive's death occurs prior to
                  the expiration of the Term, the Term shall terminate as of the
                  date of the Executive's death. Should the Executive be
                  terminated pursuant to this Section 6(b), he shall be entitled
                  to Termination Payments as provided for in Section 6(g).

                  (c) TERMINATION BY THE COMPANY FOR CAUSE. The Executive's
                  employment may be terminated by the Company at any time for
                  "Cause." In the event of a termination for Cause, all salary
                  and benefits otherwise payable to the Executive shall cease
                  immediately upon such termination. For purposes of this
                  Agreement, the Company shall have Cause for termination of the
                  Executive's employment under this Agreement by reason of (i)
                  any breach by the Executive of his agreement not to compete or
                  solicit pursuant to Section 7 hereof; (ii) any violation of
                  Company policy which materially and adversely affects the
                  business or reputation of the Company; (iii) any act or
                  omission by the Executive constituting willful misconduct or
                  gross negligence, (iv) the Executive's conviction of a felony
                  (or a plea of guilty or NOLO CONTENDRE thereto); (v) the
                  Executive's conviction of any other criminal action (or a plea
                  of guilty or NOLO CONTENDRE thereto) that has or might
                  reasonably be expected to have an adverse effect on the
                  business or reputation of the Company or its subsidiaries;
                  (vi) the Executive's commission of an act of fraud; (vii) a
                  material breach by the Executive of any provision of this
                  Agreement which breach and the effects thereof remain uncured
                  for a period of thirty (30) days after written notice,
                  specifically identifying the breach, is given to the Executive
                  by the Company (however, it being expressly understood that
                  the Company need not provide any notice and may terminate the
                  Executive immediately where the Company in good faith believes
                  that the Executive's material breach is not curable within
                  thirty (30) days); or (viii) the Executive's voluntary
                  resignation without Good Reason and without having given the
                  Company at least thirty (30) days prior written notice.

                  (d) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may
                  terminate the employment of the Executive under this Agreement
                  at any time without cause with thirty (30) days' prior written
                  notice. Should the Executive be terminated pursuant to this
                  Section 6(d), he shall be entitled to Termination Payments as
                  provided for in Section 6(g).

                  (e) TERMINATION BY THE EXECUTIVE WITHOUT GOOD REASON. The
                  Executive may terminate his employment at any time without
                  Good Reason (as that term is defined in Section 6(f)),
                  provided that the Executive shall have given the Company at
                  least thirty (30) days prior written notice of such
                  termination. In the event of termination by the Executive
                  without Good Reason, the Executive's salary and benefits shall
                  continue during the notice period specified by the Executive
                  and shall cease thereafter.

                  (f) TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The
                  Executive may terminate his employment at any time for Good
                  Reason. For purposes of this Agreement, "Good Reason" shall
                  mean any of the following occurrences but only if occurring
                  within twelve (12) months after a Change in Control:

                           (i)      the diminution or change, without the
                                    Executive's written consent, of his
                                    position, title, authority, duties or
                                    responsibilities as indicated in Section
                                    1(a) hereof;

                           (ii)     the Company requiring the Executive, without
                                    his written consent, to be based at any
                                    office or location or to relocate to any
                                    location other than the Company's
                                    headquarters which shall be located in the
                                    Washington, D.C. area;


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                           (iii)    any material breach by the Company of this
                                    Agreement which is not cured within thirty
                                    (30) days after notice is given to the
                                    Company in accordance with this Agreement.

         (G) TERMINATION PAYMENTS.

                  A. If the Executive's employment is terminated by the Company
         (1) without Cause pursuant to Section 6(d) or (2) because of the
         Executive's death or disability pursuant to Section 6(a) or (b) (each
         of the circumstances in Section 6(g)(A)(1) and (2) being known as a
         "Termination Event"), the Company shall provide the Executive (or, in
         the case of his death, his estate, heirs or legal representatives) the
         following (collectively, the "Termination Payments"), to be paid or
         given within thirty (30) days of the Date of Termination (except with
         respect to item (iii) below which will be granted and given in
         accordance with Section 3(f) herein):

                  (i)      a lump sum representing (1) the Executive's monthly
                           base salary as derived from the Executive's annual
                           salary and giving effect to all annual increases
                           thereto as provided in Section 3(a) herein, times the
                           greater of (y) the number of months remaining in the
                           current Term and (z) twenty four (24) months; and (2)
                           all other accrued and unpaid amounts due to the
                           Executive as of the Date of Termination (including,
                           without limitation, accrued vacation pay and
                           reimbursement of business expenses);

                  (ii)     a lump sum representing all annual bonus amounts, as
                           provided for in Section 3(b) hereof, calculated on
                           the assumption that all performance criteria
                           objectives would have been exceeded, such that the
                           Executive would receive the maximum bonus established
                           by the President and Chief Operating Officer of the
                           Company to which the Executive would have been
                           entitled had he remained employed by the Company for
                           the longer of (y) the remainder of the current Term
                           or (z) twenty-four (24) months after the Date of
                           Termination; and

                  (iii)    the vested options provided in Section 3(f).

                  Moreover, should the Company terminate the Executive
         without Cause pursuant to Section 6(d) herein, the Executive shall
         be entitled to the immediate vesting of such number of options as
         are equal to the number which would have vested, ratably, monthly,
         had the Executive remained employed for the longer of the remainder
         of the current Term or twenty-four (24) months after the Date of
         Termination.

                  B. If the Executive terminates his employment for Good Reason
         as defined in Section 6(f) or a Termination Event occurs within twelve
         months after a Change in Control, the Executive is entitled to the
         Termination Payments as stated in Section 6(g)(A)(i) (ii) and (iii)
         above as well as the following:

                           (iv) continuation of all life insurance and health
                           benefits, disability insurance and benefits and
                           reimbursement theretofore being provided to the
                           Executive and/or his family, or such other more
                           favorable benefits applicable to any senior executive
                           officer of the Company, to which the Executive would
                           have been entitled had he remained employed by the
                           Company for the longer of (Y) the remainder of the
                           current Term or (Z) twenty-four (24) months after the
                           Date of Termination, with the exception of the car
                           allowance as provided in Section 4(b) herein;

                           (v) Company contributions, to the extent permitted by
                           applicable law, to a SEP-IRA, Keogh or other
                           retirement mechanism reasonably selected by the
                           Executive sufficient to provide the same level of
                           retirement benefits the Executive would have received
                           if he had remained employed by the Company for the
                           longer of (Y) the remainder of the current Term or
                           (Z) twenty-four (24) months after the Date of
                           Termination provided, however, that the Company shall
                           make up the difference in cash payments directly to
                           the Executive to the extent that applicable law would
                           not permit it to make such contributions;


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                           C. In consideration of the Termination Payments
                  provided in this Section 6(g)(A) and (B), the Executive agrees
                  to execute a termination of employment agreement under which
                  the Executive agrees to fully release all claims against the
                  Company.

                  (h) TAX PROVISIONS. In the event that any payments under this
                  Agreement or any other compensation, benefit or other amount
                  from the Company for the benefit of the Executive are subject
                  to the tax imposed by Section 4999 of the Internal Revenue
                  Code of 1986, as amended (the "Code") (including any
                  applicable interest and penalties, the "Excise Tax"), no such
                  payment ("Parachute Payment") shall be reduced (except for
                  required tax withholdings) and the Company shall pay to the
                  Executive by the earlier of the date such Excise Tax is
                  withheld from payments made to the Executive or the date such
                  Excise Tax becomes due and payable by the Executive, an
                  additional amount (the "Gross-Up Payment") such that the net
                  amount retained by the Executive (after deduction of any
                  Excise Tax on the Parachute Payments, taxes based upon the Tax
                  Rate (as defined below) upon the payment provided for by this
                  Section 6(h) and Excise Tax upon the payment provided for by
                  this Section 6(h)), shall be equal to the amount the Executive
                  would have received if no Excise Tax had been imposed. A Tax
                  counsel chosen by the Company's independent auditors, provided
                  such person is reasonably acceptable to the Executive ("Tax
                  Counsel"), shall determine in good faith whether any of the
                  Parachute Payments are subject to the Excise Tax and the
                  amount of any Excise Tax, and Tax Counsel shall promptly
                  notify the Executive of its determination. The Company and the
                  Executive shall file all tax returns and reports regarding
                  such Parachute Payments in a manner consistent with the
                  Company's reasonable good faith determination. For purposes of
                  determining the amount of the Gross-Up Payment, the Executive
                  shall be deemed to pay taxes at the Tax Rate applicable at the
                  time of the Gross-Up Payment. In the event that the Excise Tax
                  is subsequently determined to be less than the amount taken
                  into account hereunder at the time a Parachute Payment is
                  made, the Executive shall repay to the Company promptly
                  following the date that the amount of such reduction in Excise
                  Tax is finally determined the portion of the Gross-Up Payment
                  attributable to such reduction (without interest). In the
                  event that the Excise Tax is determined to exceed the amount
                  taken into account hereunder at the time a Parachute Payment
                  is made (including by reason of any payment the existence or
                  amount of which cannot be determined at the time of the
                  Gross-Up Payment), the Company shall pay the Executive an
                  additional amount with respect to the Gross-Up Payment in
                  respect of such excess (plus any interest or penalties payable
                  in respect of such excess) at the time that the amount of such
                  excess is finally determined. The Company shall reimburse the
                  Executive for all reasonable fees, expenses, and costs related
                  to determining the reasonableness of any Company position in
                  connection with this paragraph and preparation of any tax
                  return or other filing that is affected by any matter
                  addressed in this paragraph, and any audit, litigation or
                  other proceeding that is affected by any matter addressed in
                  this Section 6(h) and an amount equal to the tax on such
                  amounts at the Executive's Tax Rate. For the purposes of the
                  foregoing, "Tax Rate" means the Executive's effective tax rate
                  based upon the combined federal and state and local income,
                  earnings, Medicare and any other tax rates applicable to the
                  Executive, all at the highest marginal rate of taxation in the
                  country and state of the Executive's residence on the date of
                  determination, net of the reduction in federal income taxes
                  which could be obtained by deduction of such state and local
                  taxes.

                  (i) NOTICE OF TERMINATION. Any termination of the Executive's
                  employment during the Term by the Company or by the Executive
                  shall be communicated by Notice of Termination to the other
                  party hereto given in accordance with Section 16 of this
                  Agreement. For purposes of this Agreement, a "Notice of
                  Termination" means a written notice which (i) indicates the
                  specific termination provision in this Agreement relied upon,
                  (ii) to the extent applicable, sets forth in reasonable detail
                  the facts and circumstances claimed to provide a basis for
                  termination of the Executive's employment under the provision
                  so indicated, and (iii) if applicable, specifies a termination
                  date. The failure by the Executive or the Company to set forth
                  in the Notice of Termination any fact or circumstance which
                  contributes to a showing of Good Reason or Cause shall not
                  waive any right of the Executive or the Company hereunder or
                  preclude the Executive or the Company, as applicable, from
                  asserting such fact or circumstance in enforcing the
                  Executive's or the Company's rights hereunder.


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                  (j) DATE OF TERMINATION. For purposes of this Agreement, "Date
                  of Termination" means (i) if the Executive's employment is
                  terminated by reason of death, the date of death; or (ii) if
                  the Executive's employment is terminated under any other
                  circumstances, the date of receipt of the Notice of
                  Termination by the party being so notified or any later date
                  specified therein. For purposes of this Agreement, the
                  Executive will be deemed to be employed through the end of the
                  calendar day on the Date of Termination.

         7. COVENANTS OF EXECUTIVE

                  (a) COVENANT NOT TO COMPETE. In consideration of the
                  Executive's employment pursuant to this Agreement and for
                  other good and valuable consideration, the receipt and
                  adequacy of which is hereby acknowledged, the Executive agrees
                  that, so long as the Executive is employed by the Company
                  under this Agreement and for a period of twelve (12) months
                  following the termination of such employment (but only if the
                  Company has elected to enforce the restriction), the Executive
                  shall not, without the prior written consent of the Company,
                  either for the Executive or for any other person, firm or
                  corporation, own, manage, operate, control, be employed by,
                  participate in or be associated in any manner with the
                  ownership, management, operation or control of any business
                  providing Internet-related, E-commerce, web-hosting, network
                  or communication services competitive with the Company as of
                  the Date of Termination or within six (6) months thereafter.
                  The foregoing shall in no event restrict the Executive from:
                  (i) writing or teaching, whether on behalf of for-profit, or
                  not-for-profit institution(s); (ii) investing (without
                  participating in management or operation) in the securities of
                  any private or publicly traded corporation or entity; or (iii)
                  after termination of employment, becoming employed by a
                  hardware, software or other vendor to the Company, provided
                  that such vendor does not offer Internet-related, E-commerce,
                  web-hosting, network or communication services that are
                  competitive with the services offered by the Company as of the
                  Date of Termination or within six (6) months thereafter.

                  (b) NONSOLICITATION. In consideration of the Executive's
                  employment pursuant to this Agreement and for other good and
                  valuable consideration, the receipt and adequacy of which is
                  hereby acknowledged, the Executive agrees that, so long as the
                  Executive is employed by the Company under this Agreement and
                  for a period of eighteen (18) months following the termination
                  of such employment, the Executive agrees not to hire, solicit,
                  nor attempt to solicit for himself or any third party, the
                  services of any employee or subcontractor of the Company or
                  any of the Company's subsidiaries or affiliates without the
                  Company's prior written consent; provided, however, that the
                  Executive is not prevented from employing such person who
                  contacts the Executive on his or her own initiative and
                  without any direct or indirect solicitation by the Executive.

                  (c) BREACH/THREATENED BREACH. The Executive may request
                  permission from the Company's Board of Director's to engage in
                  activities which would otherwise be prohibited by Section 7(a)
                  or (b). The Company shall respond to such request within
                  thirty (30) days after receipt. The Company shall notify the
                  Executive in writing if it becomes aware of any breach or
                  threatened breach of any of the provisions in Section 7(a) or
                  (b), and the Executive shall have thirty (30) days after
                  receipt of such notice in which to cure or prevent the breach,
                  to the extent that the Executive is able to do so. The
                  Executive and the Company acknowledge that any breach or
                  threatened breach by the Executive of any of the provisions in
                  Section 7(a) or (b) above cannot be remedied by the recovery
                  of damages, and agree that in the event of any such breach or
                  threatened breach which is not cured with such 30-day period,
                  the Company may pursue injunctive relief for any such breach
                  or threatened breach. If a court of competent jurisdiction
                  determines that the Executive breached any of such provisions,
                  the Executive shall not be entitled to any Termination
                  Payments from and after date of the breach. In such event, the
                  Executive shall promptly repay any Termination Payments
                  previously made plus interest thereon from the date of such
                  payment(s) at 12% per annum. If, however, the Company has
                  suspended making such Termination Payments and a court of
                  competent jurisdiction finally determines that the Executive
                  did not breach such provision or determines such provision to
                  be unenforceable as applied to the Executive's conduct, the
                  Executive shall be entitled to receive any suspended
                  Termination Payment, plus interest thereon from the date when
                  due at 12% per annum. The Company may elect (once) to continue
                  paying the Termination Payments before a final decision has
                  been made by the court.


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                  (d) OWNERSHIP OF WORK PRODUCt. All copyrights, patents, trade
                  secrets, or other intellectual property rights associated with
                  any ideas, concepts, techniques, inventions, processes, or
                  works of authorship developed or created by the Executive
                  during the course of performing the Company's work
                  (collectively the "Work Product") shall belong exclusively to
                  the Company and shall, to the extent possible, be considered a
                  work made for hire for the Company within the meaning of Title
                  17 of the United States Code. The Executive automatically
                  assigns, and shall assign at the time of creation of the Work
                  Product, without any requirement of further consideration, any
                  right, title, or interest the Executive may have in such Work
                  Product, including any copyrights or other intellectual
                  property rights pertaining thereto. Upon request of the
                  Company, the Executive shall take such further actions,
                  including execution and delivery of instruments of conveyance,
                  as may be appropriate to give full and proper effect to such
                  assignment.

                  (e) EQUITABLE RELIEF. The Executive acknowledges and agrees
                  that the covenants and obligations of Executive contained in
                  Section 7 hereof relate to special, unique and extraordinary
                  matters and are reasonable and necessary to protect the
                  legitimate interests of the Company and that a breach of any
                  of the terms of such covenants and obligations will cause the
                  Company irreparable harm and injury for which adequate
                  remedies at law are not available. The Executive therefore
                  agrees that the Company need not prove actual damages in order
                  to obtain injunctive relief, a restraining order, an order of
                  specific performance or any other equitable relief (together,
                  "Equitable Relief") with respect to any of Executive's
                  obligations under Section 7. The Executive hereby waives any
                  claim or defense therein that the Company has an adequate
                  remedy at law or that money damages would provide an adequate
                  remedy. It shall, however, be the option of the Company
                  whether or not to seek Equitable Relief.

         8. REPRESENTATIONS AND WARRANTIES.

                  (a) THE COMPANY. The Company hereby represents and warrants to
                  the Executive as follows:

                           (i)      the Company is duly organized, validly
                                    existing and in good standing under the laws
                                    of the State of New York;

                           (ii)     this Agreement has been duly authorized,
                                    executed and delivered by the Company and
                                    will constitute the legal, valid and binding
                                    obligation of the Company, enforceable
                                    against the Company in accordance with its
                                    terms, subject to applicable bankruptcy,
                                    insolvency, moratorium or other similar laws
                                    affecting the rights of creditors generally
                                    and to general principles of equity whether
                                    considered in a suit at law or in equity;
                                    and

                           (iii)    the execution and delivery of this Agreement
                                    by the Company, the performance by the
                                    Company of its obligations hereunder and the
                                    consummation by the Company of the
                                    transactions contemplated hereby will not
                                    violate any agreement to which the Company
                                    is a party.

                  (b) EXECUTIVE. The Executive hereby represents and warrants to
                  the Company as follows:

                           (i)      this Agreement has been duly executed and
                                    delivered by the Executive and will
                                    constitute the legal, valid and binding
                                    obligation of the Executive, enforceable
                                    against the Executive in accordance with its
                                    terms, subject to applicable bankruptcy,
                                    insolvency, moratorium or other similar laws
                                    affecting the rights of creditors generally
                                    and to general principles of equity whether
                                    considered in a suit at law or in equity;

                           (ii)     the execution and delivery of this Agreement
                                    by Executive, the performance by the
                                    Executive of his obligations hereunder and
                                    the consummation by the Executive of the
                                    transactions contemplated hereby will not
                                    violate any agreement to which he is a
                                    party; and

                           (iii)    the Executive has made such investigations
                                    of the business and properties of the
                                    Company as he deems necessary or appropriate
                                    before entering into this Agreement.


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         9. TRANSFERABILITY.

                  (a) This Agreement is personal to the Executive and without
                  the prior written consent of the Company shall not be
                  assignable by the Executive otherwise than by will or the laws
                  of descent and distribution. This Agreement shall inure to the
                  benefit of and be enforceable by the Executive's legal
                  representatives.

                  (b) This Agreement shall inure to the benefit of and be
                  binding upon the Company, its successors and assigns.

                  (c) The Company shall require any successor (whether direct or
                  indirect, by purchase, merger, consolidation, share exchange
                  or otherwise) to all or substantially all of the business
                  and/or assets of the Company to expressly assume in writing
                  and agree to perform this Agreement in the same manner and to
                  the same extent that the Company would be required to perform
                  it if no such succession had taken place. As used in this
                  Agreement, "Company" shall mean the Company as defined herein
                  and any successor to its businesses and/or assets as aforesaid
                  that assumes and agrees to perform this Agreement by operation
                  of law, or otherwise. A failure of the Company to cause a
                  successor to assume this Agreement in any such transaction
                  shall be a breach of this Agreement by the Company.

         10. NONEXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
plan, program, policy or practice provided by the Company and for which the
Executive may qualify (except with respect to any benefit to which the Executive
has waived his rights in writing), nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any other contract or
agreement entered into after the date of this Agreement with the Company.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any benefit, plan, policy, practice or program of, or any
contract or agreement entered into with, the Company shall be payable in
accordance with such benefit, plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

         11. FULL SETTLEMENT; MITIGATION, COSTS AFTER A CHANGE IN CONTROL. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts (including amounts for damages
for breach) payable to the Executive under any of the provisions of this
Agreement, and such amounts shall not be reduced whether or not the Executive
obtains other employment. In addition, following a Change in Control only, the
Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Executive or others. Notwithstanding any other
provisions in this Agreement to the contrary, in the event that, following a
Change in Control, any successor in interest to the Company unsuccessfully
contests and/or challenges any of the Executive's rights under this Agreement,
then the successor in interest to the Company shall pay the Executive's
reasonable attorney's fees and costs incurred in such contest or challenge.

         12. NO WAIVER. The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.

         13. ARBITRATION. With the exception of disputes arising under Section 7
hereof, any dispute arising under this Agreement shall be settled by arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator may be rendered in any court
having jurisdiction thereof. Arbitration hereunder shall be by a single
arbitrator appointed by agreement of the parties. The parties shall agree that
any arbitration award shall be final and binding on the parties. Except as
stated otherwise in Paragraph 11 of this Agreement, each party shall bear its
own costs and attorneys' fees associated with the arbitration.

         14. SEVERABILITY. The provisions of this Agreement will be deemed
severable, and if any part of any provision is held to be illegal, void,
voidable, invalid, nonbinding, or unenforceable in its entirety or partially or
as to any party, for any reason, such provision may be changed, consistent with
the intent of the parties hereto, to the extent reasonably necessary to make the
provision, as so changed, legal, valid, binding, and enforceable. If any
provision of this Agreement is held to be illegal, void, voidable, invalid,
nonbinding, or unenforceable in its entirety or partially or as to any party,
for any reason, and if such provision cannot be changed consistent with the
intent of the parties hereto to make it fully legal, valid, binding, and
enforceable, then such provision will be stricken from


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this Agreement, and the remaining provisions of this Agreement will not in any
way be affected or impaired, but will remain in full force and effect.

         15. ENTIRE AGREEMENT/AMENDMENTS. This Agreement contains and its terms
constitute the entire agreement of the parties and supersedes all prior
agreements regarding the subject matter herein. This Agreement supersedes and
replaces any prior or contemporaneous agreements, negotiations, correspondence,
undertakings and communications of the parties, oral or written regarding the
subject matter herein. No amendment or modification of any provision of this
Agreement shall be effective unless in writing and signed by the party against
whom enforcement of such amendment or modification is sought.

         16. NOTICES. All notices required to be given or which may be given
under this Agreement shall be in writing, delivered in accordance with one or
more of the following and deemed received upon the earlier of (i) when it is
personally delivered to the party, (ii) three (3) days after having been mailed
by certified mail, postage prepaid, return receipt requested, (iii) two (2) days
after having been sent via overnight delivery by a recognized overnight delivery
service or (iv) one (1) day after having been sent via facsimile transmission,
in each case addressed to the party intended to be notified at the address of
such party as set forth in the records of the Company or such other address as
such party may designate in writing to the other.

         17. GOVERNING LAW. This Agreement shall be governed by the laws of the
Commonwealth of Virginia without giving effect to the conflicts of law
principles thereof.

         18. SURVIVAL. All provisions which may reasonably be interpreted or
construed to survive the expiration or termination of this Agreement shall
survive the expiration or termination of this Agreement.

         19. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
be one and the same instrument.

         20. EXECUTION. This Agreement shall be deemed effective upon the
execution by the Company and the Executive.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as the date first written above.


         Executive:

         /s/ HARRY G. HOBBS
         -----------------------
         Harry Hobbs

         PSINet Inc. ("Company"):

         By: /s/ WILLIAM L. SCHRADER
            -------------------------
         Title: Chairman and Chief Executive Officer


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