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                                                                 Exhibit 10.24.2

                  FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

         THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement"), dated as
of _______________________, 2000, is by and between Pathnet Fiber Optics, LLC, a
Delaware limited liability corporation (the "Seller") and Pathnet, Inc., a
Delaware corporation (the "Purchaser").

                                   WITNESSETH:

         WHEREAS, Seller currently holds certain fiber optic cable assets
purchased pursuant to the Amended and Restated Fiber Optic Cable Purchase
Agreement between Seller and Lucent Technologies, Inc., dated October 14, 1999
(the "Lucent Agreement");

         WHEREAS, Purchaser desires to purchase, and Seller desires to sell,
such assets, and, as part of such purchase and sale, Seller desires to assign,
and the Purchaser desires to assume, all of the obligations and liabilities
relating to such assets, subject, in each case, to the exemptions, terms and
conditions set forth herein;

         NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties and covenants and agreements hereinafter set forth,
and upon the terms and subject to the conditions hereinafter set forth, Seller
and Purchaser hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the respective meanings set forth below (such meanings to be equally
applicable to both the singular and the plural forms of the terms defined).

         (a) Affiliate: As defined in Section 8.1.

         (b) Agreement: As defined in the preamble.

         (c) Closing: As defined in Article VII.

         (d) Colonial Contribution Agreement: Shall mean that certain
Contribution Agreement, dated as of November 2, 1999, by and among PTI, the
Purchaser and Colonial Pipeline Company, a Delaware and Virginia corporation.

         (e) Contribution Agreements: Shall mean (i) that certain Contribution
Agreement, dated as of November 2, 1999, by and among PTI, the Purchaser and The
Burlington Northern Santa Fe Railway Company, a Delaware corporation, (ii) that
certain Contribution Agreement, dated as of November 2, 1999, by and among PTI,
the Purchaser and CSX Transportation, Inc., a Virginia corporation, (iii) that
certain Contribution Agreement, dated as of November 2, 1999, by and among PTI,
the

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Purchaser and the preferred stockholders of the Purchaser, (iv) that certain
Contribution Agreement, dated as of November 2, 1999, by and among PTI, the
Purchaser and certain common stockholders of the Purchaser, and (v) that certain
Contribution Agreement, dated November 4, 1999, by and among PTI, the Purchaser
and David Schaeffer.

         (f) Contribution Agreement Closing: As defined in Section 6.1(d).

         (g) Fiber Assets: As defined in Section 2.1.

         (h) Indemnified Persons: As defined in Section 8.1

         (i) Indemnifying Persons: As defined in Section 8.1.

         (j) Lucent Agreement: As defined in the preamble.

         (k) PTI: Shall mean Pathnet Telecommunications, Inc., a Delaware
corporation.

         (l) Purchaser: As defined in the preamble.

         (m) Purchase Price: As defined in Section 4.1.

         (n) Seller: As defined in the preamble.

         (o) Survival Date: As defined in Section 8.4.

                                   ARTICLE II
                              ASSETS TO BE ACQUIRED

         2.1      Acquisition and Transfer of Assets. At the Closing (as
hereinafter defined), upon the terms and subject to the conditions hereinafter
set forth, Seller shall sell, assign, transfer, convey and deliver to Purchaser,
and Purchaser shall purchase, acquire and accept from Seller all right, title
and interest of Seller in and to all the fiber optic cable purchased under the
Lucent Agreement (collectively referred to herein as the "Fiber Assets").

         2.2      Instrument of Conveyance and Transfer, Etc. At the Closing,
Seller shall deliver (or cause to be delivered) to Purchaser such deeds, bills
of sale, endorsements, assignments and other instruments of transfer, conveyance
and assignment as shall be necessary to transfer, convey and assign the Fiber
Assets to the Purchaser. Simultaneously therewith, Seller shall take all steps
as may be required to put the Purchaser in possession of the Fiber Assets.

         2.3      Right of Endorsement, Etc. Effective upon the Closing, Seller
hereby constitutes and appoints Purchaser, its successors and assigns, the true
and lawful attorney of the Seller with full power of substitution, in the name
of Purchaser, or the

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name of Seller, on behalf of and for the benefit of Purchaser, to collect all
accounts and notes receivable and other items being transferred, conveyed and
assigned to Purchaser as provided herein, to endorse, without recourse, checks,
notes and other instruments in the name of Seller, to institute and prosecute,
in the name of Seller or otherwise, all proceedings which Purchaser may deem
proper in order to collect, assert or enforce any claim, right or title of any
kind in or to the Fiber Assets, to defend and compromise any and all actions,
suits or proceedings in respect of any of the Fiber Assets, and to do all such
acts and things in relation thereto as Purchaser may deem advisable. Seller
agrees that the foregoing powers are coupled with an interest and shall be
irrevocable by Seller, directly or indirectly, whether by the dissolution of
Seller or in any manner or for any reason.

         2.4      Further Assurances; Etc. Seller shall pay to Purchaser
promptly any amounts which shall be received by Seller after the Closing which
are, or are received in connection with, Fiber Assets. Seller at any time and
from time to time after the Closing, upon the request of Purchaser and at the
expense of Seller, shall do, execute, acknowledge, deliver and file, or shall
cause to be done, executed, acknowledged, delivered or filed, all such further
acts, deeds, transfers, conveyances, assignments or assurance as may be required
for the better transferring, conveying, assigning and assuring to Purchaser, or
for aiding and assisting in the collection of or reducing to possession by
Purchaser, any of the assets, properties or rights being purchased hereunder.

         2.5      Assignment of Contracts, Rights, Etc. Anything contained in
this Agreement to the contrary notwithstanding, this Agreement shall not
constitute an agreement or attempted agreement to transfer, sublease or assign
any contract, license, lease, sales order, purchase order or other agreement or
any claim or right of any benefit arising thereunder or resulting therefrom or
any permit or operating authority if an attempted transfer, sublease or
assignment thereof, without the consent of any other party thereto, would
constitute a breach thereof or in any way affect the rights of Purchaser
thereunder. Seller and Purchaser shall use their respective best efforts, and
shall cooperate with each other, to obtain the consent of such third party to
any of the foregoing to the assignment or transfer thereof to Purchaser in all
cases in which such consent is required for assignment or transfer. If such
consent is not obtained, Seller shall cooperate with Purchaser in any
arrangements necessary or desirable to provide for Purchaser the benefits
thereunder, including without, limitation, enforcement for the benefit of
Purchaser of any and all rights of Seller thereof against the other party
thereto arising out of the cancellation by such other party or otherwise.

                                   ARTICLE III
                            ASSUMPTION OF LIABILITIES

         On the terms and subject to the conditions of this Agreement,
simultaneously with the transfer, conveyance and assignment to Purchaser of the
Fiber Assets, Purchaser shall assume all of the liabilities and obligations
relating to the Fiber Assets as such liabilities and obligations shall exist
immediately prior to the Closing.

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                                   ARTICLE IV
                           PURCHASE PRICE OF PURCHASED
                               ASSETS; ALLOCATION

         4.1      Purchase Price. The aggregate purchase price to be paid for
the Fiber Assets shall be equal to the aggregate of the purchase prices set
forth on all purchase orders submitted to Lucent Technologies, Inc. under the
Lucent Agreement (_____________________ dollars ($________))(the "Purchase
Price"). At the Closing, against delivery to the Purchaser of appropriate
instruments of transfer, conveyance and assignment with respect to the Fiber
Assets, the Purchaser shall deliver to the Seller, a Promissory Note in the form
attached hereto as Exhibit A in the principal amount of $__________.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         5.1      Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Purchaser as follows:

                  (a)      Organization, Standing and Power. The Seller is a
         limited liability company duly organized, validly existing and in good
         standing under the laws of the State of Delaware and has all requisite
         corporate power and authority to own, lease and operate its properties
         and to carry on its business as now being conducted; and the Seller has
         all requisite corporate power and authority and to enter into this
         Agreement, to perform its obligations hereunder and to consummate the
         transactions contemplated hereby. Seller is duly qualified and in good
         standing to do business in every jurisdiction in which such
         qualification is necessary.

                  (b)      Authority. The execution and delivery of this
         Agreement and the consummation of the transactions contemplated hereby
         have been duly and validly authorized by all necessary corporate action
         and on the part of the Seller and this Agreement constitutes a valid
         and binding obligation of the Seller enforceable in accordance with its
         terms. Neither the execution, delivery and performance of this
         Agreement nor the consummation by the Seller of the transactions
         contemplated hereby nor compliance by the Seller with any of the
         provisions hereof will (i) conflict with or result in a breach of any
         provision of the organizational documents of the Seller, (ii) cause a
         default (or give rise to any right of termination, cancellation or
         acceleration) under any of the terms, conditions or provisions of any
         note, bond, lease, mortgage, indenture, license or other instrument or
         agreement to which the Seller, or by which the Seller, or any of its
         properties or assets is or may be bound or (iii) violate any law,
         statute, rule or regulation or order, writ, judgment, injunction or
         decree applicable to the Seller, or any of its properties or assets.

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         5.2      Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to the Seller as follows:

                  (a)      Organization, Standing and Power. The Purchaser is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of Delaware and has all requisite corporate power
         and authority to own, lease and operate its properties, to carry on its
         business as now being conducted, to enter into this Agreement, to
         perform its obligations hereunder and to consummate the transactions
         contemplated hereby.

                  (b)      Authority. The execution and delivery of this
         Agreement and the consummation of the transactions contemplated hereby
         have been duly and validly authorized by all necessary corporate action
         on the part of the Purchaser and this Agreement constitutes a valid and
         binding obligation of the Purchaser, enforceable in accordance with its
         terms. Neither the execution, delivery and performance of this
         Agreement nor the consummation of the transactions contemplated hereby
         nor compliance by the Purchaser with any of the provisions hereof will
         (i) conflict with or result in a breach of any provision of its
         Certificate of Incorporation or Bylaws, (ii) cause a default (or give
         rise to any right of termination, cancellation or acceleration) under
         any of the terms, conditions or provisions of any note, bond, lease,
         mortgage, indenture, license or other instrument or agreement to which
         the Purchaser is a party, or by which it or its properties or assets
         may be bound, or (iii) violate any law, statute, rule or regulation or
         order, writ, injunction or decree applicable to the Purchaser or any of
         its properties or assets.


                                   ARTICLE VI
                             CONDITIONS OF CLOSING

         6.1      Conditions of Obligations of the Purchaser. The obligations of
the Purchaser to perform this Agreement are subject to the satisfaction of the
following conditions unless waived by the Purchaser:

                  (a)      Representations and Warranties. The representations
         and warranties of the Seller set forth in Section 5.1 hereof shall be
         true and correct in all material respects as of the date of this
         Agreement and as of the Closing Date (as hereinafter defined) as though
         made on and as of the Closing Date.

                  (b)      Authorization. All action necessary to authorized the
         execution, delivery and performance of this Agreement by the Seller and
         the consummation of the transactions contemplated hereby shall have
         been duly and validly taken.

                  (c)      Instruments of Transfer, Conveyance and Assignment.
         The Purchaser shall have received duly executed instruments of
         transfer, conveyance and assignment as contemplated by Section 2.2
         hereof.

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                  (d)      Closing under Contribution Agreements. The Closing
         (as defined in the Contribution Agreements) and the Initial Closing (as
         defined in the Colonial Contribution Agreement) shall have occurred
         (together, such occurrences, the "Contribution Agreement Closing").

         6.2      Conditions of Obligations of the Seller. The obligations of
the Seller to perform this Agreement are subject to the satisfaction of the
following conditions unless waived by the Seller:

                  (a)      Representations and Warranties. The representations
         and warranties of the Purchaser set forth in Section 5.2 hereof shall
         be true and correct in all material respects as of the date of this
         Agreement and as of the Closing Date as though made on and as of the
         Closing Date.

                  (b)      Authorization. All action necessary to authorize the
         execution, delivery and performance of this Agreement by the Purchaser
         and the consummation of the transactions contemplated hereby shall have
         been duly and validly taken by the Board of Directors of the Purchaser.

                  (c)      Closing under Contribution Agreements. The
         Contribution Agreement Closing shall have occurred.

                                   ARTICLE VII
                                     CLOSING

         The closing (the "Closing") for the consummation of the transactions
contemplated by this Agreement shall take place immediately after the
Contribution Agreement Closing shall have occurred.


                                  ARTICLE VIII
                                 INDEMNIFICATION

         8.1     Definitions. As used in this Article VIII, the following terms
shall have the following respective meanings:

                  (a)      "Affiliate" shall mean a person or entity that
         directly, or indirectly through one or more intermediaries, controls,
         or is controlled by, or is under common control with, any other person
         or entity.

                  (b)      "Indemnified Persons" shall mean and include the
         Purchaser, all Affiliates of the Purchaser, and the successors and
         assigns of the foregoing; and

                  (c)      "Indemnifying Persons" shall mean the Seller and its
         successors and assigns.


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         8.2      Indemnification. The Indemnifying Persons shall, jointly and
severally, indemnify and save the Indemnified Persons, and each of them,
harmless from, against, for and in respect of the following:

                  (a)      any and all liabilities and obligations of the Seller
         not assumed by the Purchaser pursuant to this Agreement;

                  (b)      any liabilities and obligations of the Indemnifying
         Persons for fees, costs and expenses relating to or arising out of the
         execution, delivery and performance of this Agreement and the
         consummation of the transactions contemplated hereby, including,
         without limitation, legal and accounting fees and expenses and taxes
         incurred by the Indemnifying Persons;

                  (c)      any damages, losses, obligations, liabilities,
         claims, actions or causes of action sustained or suffered by the
         Indemnified Persons, or any of them, and arising from a breach of any
         representation, warranty, covenant or agreement of the Indemnifying
         Persons contained in or made pursuant to this Agreement or in any
         certificate, instrument or agreement delivered by any of such parties
         pursuant hereto or in connection with the transactions contemplated
         hereby, or any facts or circumstances constituting such breach;

                  (d)      all damages, losses, obligations, liabilities,
         claims, actions or causes of action sustained or suffered by the
         Indemnified Persons, or any of them, as a result of non-compliance by
         the Seller with the provisions of the "bulk sales laws" of any state
         which may be applicable to the transactions contemplated hereby;

                  (e)      all damages, losses, obligations, liabilities,
         claims, actions or causes of action sustained or suffered by the
         Indemnified Persons, or any of them, as a result of the failure to
         obtain any consent or provide any benefit under any contract, license,
         lease, sales order, purchase order or other agreement, claim, right,
         permit or operating authority; and

                  (f)      all reasonable costs and expenses (including, without
         limitation reasonable attorney's, accountants' and other professional
         fees and expenses) incurred by the Indemnified Persons, or any of them,
         in connection with any action, suit, proceeding, demand, assessment or
         judgment incident to any of the matters indemnified against under
         Section 8.2(a), Section 8.2(b), Section 8.2 (c), Section 8.2 (d) and
         Section 8.2 (e) hereof.

No claim, demand, suit or cause of action shall be brought against the
Indemnifying Persons under or pursuant to this Section 8.2 unless the
Indemnified Persons, or any of them, at any time prior to the Survival Date (as
defined in Section 8.4 hereof), give the Indemnifying Persons written notice,
with reasonable specificity, of the existence of any such claim, demand, suit or
cause of action under this Agreement. Upon the giving of such written notice as
aforesaid, the Indemnified Persons, or any of them, shall have the

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right to commence legal proceedings within one year subsequent to the Survival
Date for the enforcement of its or their rights under this Agreement.

         8.3      Third Party Claims. The obligations and liabilities of the
Indemnifying Persons hereunder with respect to claims resulting from the
assertion of liability by third parties shall be subject to the following terms
and conditions:

                  (a)      The Indemnified Persons shall give prompt written
         notice to the Indemnifying Persons of any assertion of liability by a
         third party which might give rise to a claim by the Indemnified Persons
         against the Indemnified Persons based on the indemnity agreements
         contained in Section 8.2 hereof, stating the nature and basis of said
         assertion and the amount thereof, to the extent known.

                  (b)      In the event any action, suit or proceeding is
         brought against the Indemnified Persons, with respect to which the
         Indemnifying Persons may have liability under the indemnity agreement
         contained in Section 8.2 hereof, the action, suit or proceeding shall,
         upon the written agreement of the Indemnifying Persons that they are
         obligated to indemnify under the indemnity agreement contained in
         Section 8.2 hereof, be defended (including all proceedings on appeal or
         for review which counsel for the defendant shall deem appropriate) by
         the Indemnifying Persons. The Indemnified Persons shall have the right
         to employ its or their own counsel in any such case, but the fees and
         expenses of such counsel shall be at the expense of such Indemnified
         Persons unless (i) the employment of such counsel shall have been
         authorized by the Indemnifying Persons in connection with the defense
         of such action, suit or proceeding, (ii) the Indemnifying Persons shall
         not have agreed, promptly after the notice to them provided in
         subsection (a) above, that they are obligated to indemnify under the
         indemnity agreement contained in Section 8.2 hereof or (iii) such
         Indemnified Person shall have reasonably concluded that such action,
         suit or proceeding involves to a significant extent matters beyond the
         scope of the indemnity agreement contained in Section 8.2 hereof, or
         that there may be defenses available to it (or them) which are
         different from or additional to those available to the Indemnifying
         Persons, in any of which events the Indemnifying Persons shall not have
         the right to direct the defense of such action, suit or proceeding on
         behalf of the Indemnified Persons and that portion of such fees and
         expenses reasonably related to matters covered by the indemnity
         agreement contained in Section 8.2 hereof shall be borne by the
         Indemnifying Persons. The Indemnified Persons shall be kept fully
         informed of such action, suit or proceeding at all stages thereof
         whether or not they are so represented. The Indemnifying Persons shall
         make available to the Indemnified Persons and their attorneys and
         accountants all books and records of the Indemnifying Persons relating
         to such proceedings or litigation and the parties hereto agree to
         render to each other such assistance as they may reasonably require of
         each other in order to ensure the proper and adequate defense of any
         such action, suit or proceeding.

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                  (c)      The Indemnifying Persons shall not make any
         settlement of any claims without the written consent of the Indemnified
         Persons.

         8.4      Survival. All representations and warranties contained in this
Agreement shall survive the Closing hereunder until the second anniversary (the
"Survival Date") of the date hereof, at which time such representations and
warranties shall expire and be terminated and extinguished.

         8.5      Remedies Cumulative. The remedies provided for in this Article
VIII shall be cumulative and shall not preclude assertion by the Indemnified
Persons of any other rights or the seeking of any other remedies against the
Indemnifying Persons.

                                   ARTICLE IX
                       AMENDMENT, MODIFICATION AND WAIVER

         This Agreement shall not be altered or otherwise amended except
pursuant to an instrument in writing signed by each of the parties hereto,
except that any party to this Agreement may waive any obligation owed to it by
another party under this Agreement. The waiver by any party hereto of a breach
of any provisions of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.

                                    ARTICLE X
                                  MISCELLANEOUS

         10.1     Bulk Sales Compliance. Subject to Section 8.2(d), the
Purchaser hereby waives compliance by the Seller with the provisions of the
"bulk sales laws" (i.e., Article 6 of the Uniform Commercial Code) of any state
which may be applicable to the transactions contemplated hereby.

         10.2     Entire Agreement. This Agreement and the Exhibits and
Schedules attached hereto contain the entire agreement among the Purchaser and
the Seller with respect to the transactions contemplated hereby and supersede
all prior agreements or understandings among the parties with respect thereto.

         10.3     Descriptive Headings. Descriptive headings are for convenience
only and shall not control or affect the meaning or construction of any
provision of this Agreement.

         10.4     Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

         10.5     Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

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         10.6     Benefits of Agreements. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Anything contained herein to the
contrary notwithstanding, this Agreement shall not be assignable by any party
hereto without the consent of the other party hereto.

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         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as of the day and year first above written.

                                      PATHNET, INC.


                                      By: ___________________________________
                                      Name:
                                      Title:


                                      PATHNET FIBER OPTICS, LLC


                                      By: ___________________________________
                                      Name:
                                      Title:


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                                                                       Exhibit A
                                     FORM OF
                                 PROMISSORY NOTE

$__________________                                           ____________, 2000


         FOR VALUE RECEIVED, PATHNET, INC., a corporation duly organized under
the laws of the State of Delaware (the "Purchaser"), promises to pay to Pathnet
Fiber Optics, LLC, a Delaware limited liability company, at 1015 31st Street,
Washington, DC 20007 ("Seller"), or at such other place as the holder of this
Note may from time to time designate in writing, the principal amount
of_____________ DOLLARS ($_______________), together with interest on the unpaid
principal amount of this Note computed from the date of Closing as defined in
the Assignment and Acceptance Agreement (the "Assignment and Acceptance"), by
and between Purchaser and Seller, dated the date hereof, as amended from time to
time, until the entire indebtedness is paid, at the rate of twelve and one
quarter percent (12-1/4%) per annum. The principal amount of this Note shall be
due and payable on March 31, 2010. Accrued interest calculated on the
outstanding principal amount as described above shall be payable yearly on the
last day of each year commencing with the year ended December 31, 2000. All
payments hereunder shall be made in lawful money of the United States of
America.

         The unpaid principal amount of this Note may be prepaid in whole or in
part at any time.

         The entire unpaid principal amount of this Note or any extension or
renewal hereof, together with accrued interest and all charges owing under this
Note or the Assignment and Acceptance, shall immediately become due and payable
at the option of the holder of this Note, without demand or notice, upon the
occurrence of any of the following Events of Default:

         (a)      Purchaser fails to pay the principal amount of this Note when
the same becomes due and payable (whether on the date on which such principal
becomes due or upon acceleration or otherwise); or

         (b)      Purchaser fails to pay any interest when the same becomes due
and payable hereunder and such failure to pay continues for ten (10) business
days after the date on which such payment of interest was due.

         If this Note, after maturity, whether by acceleration or otherwise, is
placed in the hands of an attorney for collection, whether suit is brought on
the same or not, Purchaser shall pay to the holder of this Note all attorneys'
fees as are incurred for the purposes of collection hereof.

         Each Obligor under this Note (which term shall include all makers,
guarantors, endorsers and other persons assuming obligations pursuant to this
Note) hereby waives

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presentment, protest, demand, notice of dishonor, and all other notices, and all
defenses and pleas on the grounds of any extensions of the time of payments or
the due dates of this Note, in whole or in part, before or after maturity, with
or without notice. No renewal or extension of this Note, no release or surrender
of any collateral given as security for this Note, no release of any Obligor,
and no delay in enforcement of this Note or in exercising any right or power
hereunder, shall affect the liability of any Obligor.

         This Note may not be changed orally, but only by an agreement in
writing which is signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

         IN WITNESS WHEREOF, Purchaser has caused this Note to be duly executed
on its behalf as of the date set forth at the beginning of this Note, as the act
and deed of Purchaser.


                               PATHNET, INC.


                               By:     ______________________________________
                                       Name:
                                       Title:




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