Exhibit 10.1

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USinternetworking, Inc.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the Agreement) dated as of May 31,
2001 (the Effective Date), is made by and between USinternetworking, Inc., a
Delaware corporation (together with any successor thereto, the Company") and
William H. Washecka (the Executive").

In consideration of the mutual promises made below, and on condition of
USinternetworking obtaining satisfactory professional and business references
regarding Executive, the Company and Executive agree as follows:

1. Position and Duties

(a) The Executive shall, for a period of three (3) years from June 16,
2001 (Term), unless terminated earlier pursuant to Paragraphs 36, below,
have the position and serve as the Executive Vice President and Chief Financial
Officer of the Company, reporting to the Chief Executive Officer of the Company
and working out of the Companys offices in Annapolis, Maryland. The Executive
shall have the duties that are commensurate and consistent with those of a
chief financial officer of a publicly held company, subject to the authority
and direction of the Chief Executive Officer of the Company. The Executive
hereby confirms that by accepting this position and these duties, the
Executive: (i) is not, and will not be employed during the Term by any party
other than the Company; (ii) is not violating, and will not violate, any
agreements the Executive may have with any third parties, including former
employers; and (iii) shall devote substantially all of his working time and
efforts to the business and affairs of the Company.

(b) Provided that: (i) the Agreement has not been terminated
during the Term pursuant to Paragraphs 36, below; and (ii) neither the Company
nor Executive has notified the other that such party does not wish to extend
the Term prior to one hundred twenty (120) days before the Term would otherwise
expire (a Notice of Non-Extension), then the Term shall automatically be
extended for succeeding one (1) year periods effective upon the expiration date
of the last preceding Term, unless sooner terminated by either party as
provided in Paragraphs 36, below or not extended pursuant to a Notice of
Non-Extension.

2. Compensation and other Related Benefits

(a) Annual Base Salary. During the Term, the Executive shall receive a
base salary at a rate of two hundred seventy-five thousand dollars ($ 275,000)
per annum, subject to increase as determined by the Compensation Committee of
the Board of Directors of the Company (Annual Base Salary"). The Executives
Annual Base Salary shall be payable in accordance with the Companys normal
payroll procedures.

(b) Sign-on Bonus. (i) The Executive shall receive a sign-on Bonus
of five hundred thousand dollars ($500,000) to be paid not later than two (2)
weeks after the Effective Date(Sign-on Bonus"). The Executive shall be
responsible for the payment of all applicable taxes

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resulting from payment of the Sign-on Bonus. (ii). If, before June 16,
2003, Executives employment is terminated by the Company for Cause (as
defined below in Paragraph 4 (a-f), the Executive must repay to the Company
within ten (10) days of such termination an amount equal to: (1) if such
termination occurs before June 16, 2002, fifty five percent (55%) of five
hundred thousand dollars ($500,000), or two hundred seventy five thousand
dollars ($275,000); or (2) if such termination occurs on or after June 16,
2002 and before June 16, 2003, fifty five percent (55%) of two hundred fifty
thousand dollars ($250,000), or specifically one hundred thirty seven thousand
dollars ($137,500). The Sign-on Bonus must be repaid in the full five hundred
thousand dollar ($500,000) gross amount by the Executive to the Company if,
before June 16, 2002, Executives employment is terminated without Good
Reason (as defined below in Paragraph 6). The Executive must repay two
hundred fifty thousand dollars ($250,000) gross of the Sign-on Bonus to the
Company upon Executives termination without Good Reason after June 16, 2002
and before June 16, 2003. (iii) None of the Sign-on Bonus need be repaid in the
event of Executives death or Disability, regardless when it occurs; in the
event Executive terminates his employment at any time on account of fraudulent
activity by the Company that the Company has failed to cure within thirty (30)
days after its Board of Directors has received notice of such activity from
Executive; or in the event of a Change of Control as defined in Paragraph 2(i),
below.

(c) Discretionary Bonus. The Executive shall be eligible to receive a
discretionary annual bonus targeted at fifty percent (50%) of the Executives
actual salary for the bonus measurement period with a maximum bonus of one
hundred percent (100%), of the Executives actual salary and payable in
accordance with the timing of the Companys payment of bonuses to its other
senior executives (Bonus). Any Bonus shall be determined in the sole
discretion of the Compensation Committee of the Board of Directors of the
Company (the Compensation Committee) based on achievement of predetermined
performance objectives mutually agreed upon between the Executive and the Chief
Executive Officer of the Company no later than thirty (30) days after June 16,
2001 and the commencement of each calendar year of the Term thereafter.

(d) Stock Option Grants. The Executive shall be granted, as of June 16,
2001:

(i) a non-qualified stock option (Option #1) to purchase two hundred
thousand (200,000) shares of the Companys common stock (subject to adjustment
for stock splits and stock dividends), with an exercise price per share to be
determined by mutual agreement between the Executive and the Company on June
16, 2001. The term of Option #1 shall be ten (10) years. Option #1 shall vest
as to 1/16th (rounded to four decimal places) of the underlying shares on
September 30, 2001, and shall vest as to 1/16th (rounded to four decimal
places) of the underlying shares on the last day of each calendar quarter
thereafter until fully vested.

(ii) a non-qualified stock option (Option #2) to purchase one hundred
thousand (100,000) shares of the Companys common stock (subject to adjustment
for stock splits and stock dividends), with an exercise price per share to be
determined by mutual agreement between the Executive and the Company on June
16, 2001. The term of Option #2 shall be ten (10) years. Option #2 shall vest
in its entirety on June 30, 2004.

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(iii) Notwithstanding the vesting schedule described above in Paragraph
2(d)(ii), vesting of Option #2 shall accelerate as follows upon the achievement
by the Company of the EBITDA milestones specified below:

A portion of the shares underlying Option #2 will vest on an accelerated basis
when the company is EBITDA profitable according to the following schedule:

|                  |  |                 |     |                   |  |                     |     |  |  |  |     | 
|----------------- |  | --------------- | --- | ----------------- |  | ------------------- | --- |  |  |  | --- | 
|                  |  |                 |     |                   |  | Percentage         
|                  |  |                 |     |                   |  | accelerating if the
|If the company    |  | Percentage of   |     | Company maintains |  | Percentage         
|first achieves    |  | Option #2       |     | EBITDA            |  | accelerating for   
|EBITDA            |  | Accelerating in |     | Profitability in  |  | all other EBITDA   
|profitability in: |  | that Quarter    |     | the next quarter  |  | profitable quarters
|                  |  |                 |     |                   |  |                    
|Q3 2001           |  |                 | 40% |                   |  |                     | 20% |  |  |  | 10% | 
|                  |  |                 |     |                   |  |                     |     |  |  |  |     | 
|Q4 2001           |  |                 | 30% |                   |  |                     | 20% |  |  |  | 10% | 
|                  |  |                 |     |                   |  |                     |     |  |  |  |     | 
|Q1 2002           |  |                 | 20% |                   |  |                     | 20% |  |  |  | 10% | 
|                  |  |                 |     |                   |  |                     |     |  |  |  |     | 
|Any other quarter |  |                 | 10% |                   |  |                     | 10% |  |  |  | 10% | 
|                  |  |                 |     |                   |  |                     |     |  |  |  |     | 

(e) Restricted Stock Grant: The Executive shall be granted, as of June
30, 2001:

(i) one hundred thousand (100,000) shares of the Companys common
stock at $0.001 per share (Restricted Stock Grant #1), fifty thousand
(50,000) shares of which shall vest in their entirety on June 30, 2002,
contingent upon the Agreement not being terminated for Cause or without Good
Reason on or before June 30, 2002; and

(ii) the remaining fifty thousand (50,000) shares of Restricted Stock
Grant #1 shall vest in their entirety on June 30, 2003, contingent upon the
Agreement not being terminated for Cause or without Good Reason on or before
June 30, 2003.

(f) Option and Restricted Stock Agreements: The Options #1 and #2, as
well as Restricted Stock Grant #1 will be subject to additional terms and
conditions to be mutually agreed upon and set forth in Non-Qualified Stock
Option and Restricted Stock Agreements, pursuant to the Companys Amended and
Restated 1998 Stock Option Plan. The Non-Qualified Stock Option and Restricted
Stock Agreements are expected to be signed by the Executive and the Company on
or before July 15, 2001. Executive acknowledges: (i) that he will be
responsible to pay all applicable taxes which result from the granting of
Options #1 and #2 and the Restricted Stock Grant #1; and (ii) the Company
contemplates sales and grants of additional securities and options in the
future that may dilute the Executives beneficial ownership interest in the
Company as of June 16, 2001.

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(g) Change in Control: Furthermore, at any time during the Term, the
vesting of all of the Executives then outstanding options and restricted
stock, including, but not limited to Options #1 and #2 and Restricted Stock
Grant #1, shall accelerate upon:

(i) a Change in Control(a Change in Control is defined as: (A) the
acquisition by any Person(a Person is defined for purposes of this
Paragraph 2(c)(i) as any individual, entity or group within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), other than: employee benefit plans sponsored or
maintained by the Company or entities controlled by the Company), in a single
transaction or a series of related transactions (other than through the
distribution of shares of the securities of the Company from the Companys
Series A, B or C venture investors pursuant to partnership or distribution
agreements) of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than fifty percent (50%) of the
then outstanding shares of the securities of the Company, or more than fifty
percent (50%) of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors(the
"Company Voting Stock); (B) the closing of a sale or other conveyance of all
or substantially all of the assets of the Company; or (C) the effective time
of any merger, share exchange, consolidation, or other business combination of
the Company if immediately after such transactions persons who hold a majority
of the outstanding voting securities entitled to vote generally in the election
of directors of the surviving entity (or other entity owning one hundred
percent (100%) of such surviving entity) are not persons who, immediately prior
to such transaction, held the Company Voting Stock; and

(ii) Executives termination, within twelve months of a Change in Control,
without Cause or Executives Constructive Termination Without Cause (as
defined for purposes of this Paragraph 2(g)(ii) as meaning: (a) involuntary
relocation of the Executives work address in Annapolis, Maryland as of June
16, 2001 to a location more than fifty (50) miles away; (b) any material
adverse change in Executives position (including status, title, reporting
requirements, authority, duties or responsibilities) excluding for this purpose
material adverse changes made: (1) with the Executives written consent; or (2)
due to Executives termination for Cause or termination voluntarily by the
Executive without Good Reason; c) the Companys material uncured breach of any
provision of this Agreement); (d) the failure of the Executive to hold the
position of Chief Financial Officer of the most senior resulting entity, or the
most senior entity of such entities that control or are under common control
with the Company, after a Change in Control; or (e) Executive terminates
his employment on account of fraudulent activity by the Company or the most
senior entity referred to in clause (d) above that has not been cured within
thirty (30) days after its Board of Directors has received written notice of
such activity from the Executive.

Upon such acceleration of Executives then outstanding options and
restricted stock, Executive shall have one hundred twenty (120) days thereafter
to exercise his options.

(h) Welfare Benefits.The Executive shall be entitled to participate in
any welfare benefit plans maintained by the Company for similarly situated
executives. As of the Effective Date, welfare benefits include medical, dental,
and vision insurance; life insurance (at no cost to the Executive) equal to two
times base annual salary to a maximum of $500,000; disability insurance; and

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401(k) plan. (Welfare Benefits). These Welfare Benefits may require a
premium contribution on the part of the Executive. The Executive acknowledges
and agrees that if the Company changes its Welfare Benefits during the Term for
senior executives, such changes including, but not limited to the termination
of benefit plans or increasing in premium contributions or co-payment rates,
Executive will be subject to, and comply with those changes. Nothing in this
Agreement shall be construed to violate any Federal or State law including, but
not limited to the Family and Medical Leave Act of 1993, 29 U.S.C.S.
§§ 2601, as amended, and the Americans with Disabilities Act of 1990, 42 U.
S. C. S. §§ 12101, as amended.

(i) Other Expenses: In addition to the compensation provided for above,
the Company agrees to pay or to reimburse the Executive during the Term for all
reasonable travel, entertainment and other expenses which the Executive may
incur in regard to the business of the Company (Other Expenses) in accordance
with and subject to: (i) the limitations of the Companys standard practices
and policies; and (ii) the Executives presentation of such documents and
records as the Company shall require from time to time to substantiate his
expenses.

(j) Vacation. The Executive will be eligible initially for fifteen
(15) days of paid vacation for each full year of the Term consistent with the
Companys published vacation policy. (Vacation).

3. Termination without Cause or for Good Reason

If the Company terminates the Executives employment without Cause (as
defined in Paragraphs 4 (a)  (f) below) or the Executive terminates his
employment for Good Reason (as defined in Paragraph 6 below) prior to the
expiration of the Term, the Company will compensate the Executive as follows:

(a) Continue to pay (i) the Annual Base Salary and (ii) COBRA premiums
necessary to continue applicable Welfare Benefits (excluding long term
disability insurance, life insurance or 401(k) benefits) on Executives behalf
for one year from the date of such termination;

(b) Pay any earned but unpaid Bonus for a prior calendar year of the
Term. The Bonus, if any, under this Paragraph shall be payable not on the date
of the Executives termination without Cause or for Good Reason but rather in
accordance with the timing of the Companys payment of bonuses for the
applicable calendar year to its other senior executives; (c) Pay a pro rata
Bonus equal to (i) fifty percent (50%) of the Annual Base Salary, with the
actual percentage being increased or decreased to equal the average, relative
to target, of the bonuses paid as a whole to the direct reports of the
Companys Chief Executive Officer for the same period, multiplied by (ii) a
fraction, the numerator of which is the number of days in the calendar year
through the date of termination and the
denominator of which is 365; the
pro-rata Bonus, if any, will be paid at the same time and in the same form
(i.e. cash or equity) as the payment of bonuses to the direct reports of the
Companys Chief Executive Officer for the same period; and

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(d) Accelerate the vesting of all of the Executives options and
restricted stock grants, including, but not limited to Options #1 and #2 and
Restricted Stock Grant #1 as of the date of the termination without Cause or
for Good Reason, in which case Executive shall have one hundred twenty days
(120) after such termination without Cause or for Good Reason to exercise all
options.

Solely for purposes of this Paragraph 3, the term Good Reason shall be
deemed to include the Executives Constructive Termination Without Cause (as
defined in Paragraph 2(g)(ii) within twelve months of a Change in Control.

The compensation to be paid pursuant to this Paragraph 3 will be
contingent upon the execution by the Company and the Executive of mutual
general releases in form and content satisfactory to both parties.

4. Termination for Cause

Executives employment may be terminated for Cause by the Company upon
thirty (30) days written notice, provided that the Executive shall have the
opportunity to cure the events constituting Cause during such thirty (30) day
notice period (except for events arising under Paragraph 4(e-f), in which case
no cure period exists. If the Cause has not been cured by the Executive at the
end of the thirty (30) day notice period, Executives Annual Base Salary,
Welfare Benefits, Vacation, and vesting of all of his options and restricted
stock, including, but not limited to Options #1 and # 2 and the Restricted
Stock Grant #1 shall cease as of the date of the Executives termination for
Cause. Furthermore, the Executive shall be required to repay the Sign-On Bonus
as set forth in Paragraph 2(b) above, and Executive shall not receive any
continuation in pay, Bonus, or other benefits following such termination for
Cause, except as required by applicable law. Cause is defined as any one of
the following:



| | (a) |  | Executives substantial failure to perform his material
duties or material objectives under the agreement.    
| | --- |  | --------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Executives willful or gross neglect in any
substantial way of his material duties or material objectives;    
|
| | (c) |  | Willful misconduct or gross negligence that
materially and adversely impacts the reputation of the
Company; or
|
| | (d) |  | Executives material breach of any material provision of
this Agreement.                                      

In addition, the Executive may, at the Companys option, be terminated
without notice and for Cause if any one of the following events occur:



| | (e) |  | Conviction of a felony or a crime involving moral
turpitude; or
| | --- |  | ---------------------------------------------------------------
|
| | (f) |  | Material fraud or personal dishonesty involving Company
assets.

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For purposes of this Paragraph 4, no act, or failure to act, on
Executives part shall be deemed willful unless done, or omitted to be done,
by Executive in bad faith and without reasonable belief that his action, or
failure to act, was in the best interest of the Company.

5. Termination without Good Reason

If Executive terminates his employment with the Company without Good
Reason (as defined below in Paragraph 6) prior to the expiration of the Term,
Executives Annual Base Salary, Welfare Benefits, Vacation, and vesting of all
of his options and restricted stock, including, but not limited to Options #1
and #2 and the Restricted Stock Grant #1 shall cease as of the date of the
Executives termination without Good Reason. Furthermore, the Executive shall
be required to repay the Sign-On Bonus as set forth in Paragraph 2(b) above,
and Executive shall not receive any continuation in pay, Bonus, or other
benefits following such termination without Good Reason, except as required by
applicable law.

6. Definition of Good Reason

Good Reasonis defined as any one of the following:

(i) Companys material uncured breach of any material
provision of this Agreement;

(ii) Any material adverse change in Executives position excluding for
this purpose material adverse changes made (a) with the Executives written
consent or (b) due to Executives termination for Cause or termination without
Good Reason; or

(iii) Involuntary relocation during the Term of the Executives work
address in Annapolis, Maryland as of June 16, 2001, to a location more than
fifty (50) miles away; or

(iv) Executive terminates his employment at any time on account of
fraudulent activity by the Company that the Company has failed to cure within
thirty (30) days after its Board of Directors has received notice of such
activity from Executive.

Provided, however, that it shall not constitute Good Reason unless Executive
has given the Company written notice of its alleged actions constituting Good
Reason and the Company has not cured any such alleged Good Reason within thirty
(30) days of the Companys receipt of such written notice.

7. Post-Termination Activities

(a) The Executive agrees that during his employment with the Company and
for 12 months thereafter, the Executive will not, and will not permit or cause
others to:

(i) solicit or induce or attempt to solicit or induce any employee or full
time consultant of the Company (whether such person is presently employed by
the Company or
may later be employed), to leave the Companys employ or otherwise
interfere with the employment relationship between any such person and the
Company;

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(ii) solicit for competitive purposes, or attempt to divert or take away
any exclusive suppliers or clients of the Company or potential clients (but
only those potential clients to whom the Company has made presentations
seeking to establish business relationships during the Term, of which the
Executive knew or should have known);

(iii) publicly disparage the Company, its operations, services, business,
Board of Directors, officers, management or employees; or

(iv) compete with the Company or its subsidiaries in the ASP market
anywhere in the United States; provided, however, that this clause (iv) shall
not apply upon the Executives termination by the Company without Cause or
termination by the Executive for Good Reason.

(b) In the event the terms of this Paragraph 7 shall be determined by any
court of competent jurisdiction to be unenforceable by reason of its time
period or geographic scope, the terms will be interpreted to extend only over
the maximum period of time and geographic scope which the court determines are
enforceable.

8. Nondisclosure of Confidential Information

The Executive shall not improperly disclose any confidential information
or trade secrets of the Company during the course of his employment with the
Company and in perpetuity thereafter.

9. Restriction on Stock

Until June 16, 2002, the Executive agrees not to make any dispositions or
sales of any common stock of the Company that would be reportable as
non-exempt dispositions under Section 16(b) of the Exchange Act.
Notwithstanding the foregoing sentence, the Company agrees that the Executive
may transfer common stock of the Company:



| |                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) to one or more charities, charitable remainder trusts
or charitable annuity trusts and;                                                                                                                                                                                                                                                                                                
|
| | (ii) to immediate family members, related by blood,
marital relations or adoption, or to one or more family trusts
for the benefit of such immediate family members, or to such
other persons who constitute family members as defined under
General Instruction A(1)(a)(5) of Form S-8
RegistrationStatement under the Securities Act of
1933,without limitation as to number of shares;
|
| | provided that the transferee(s) under Paragraph 9(i)
or (ii) agree(s) not to transfer or sell such shares until
June 16, 2002.                                                                                                                                                                                                                                                             

The restrictions imposed under this Paragraph 9 shall not apply after
the Executives employment with the Company is terminated: (A) by the Executive
with Good Reason; (B)

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by the Company without Cause; (C) on account of the
Executives death or Disability (Disability defined for purposes of the
Agreement as the failure of Executive to perform the duties set forth in
Paragraph 1 for ninety (90) or more consecutive days of the Term due to a
verifiable medical illness or injury) or (D) on account of a Constructive
Termination Without Cause in connection with a Change in Control (as defined
in Paragraph 2(g)(ii)).

10. Burden and Benefit

This Agreement shall be binding upon, and shall inure to the benefit of,
the Company and the Executive, and their respective heirs, personal and legal
representatives, successors and assigns. This Agreement may not be assigned by
the Executive without the prior written consent of the Company.

11. Severability

The provisions of this Agreement shall be deemed severable, and the
invalidity or un-enforceability of any one or more of the provisions hereof
shall not affect the validity or enforceability of the other provisions of this
Agreement.

12. Entire Agreement

This Agreement contains the entire agreement and understanding by and
between the Company and the Executive with respect to the subject matter
hereof, and no representations, promises, agreements or understandings, written
or oral, not contained herein shall be of any force or effect. No change or
modification hereof shall be valid or binding unless the same is in writing and
signed by the party against whom such waiver is sought to be enforced;
moreover, no valid waiver of any provision of this Agreement at any time shall
be deemed a waiver of any other provision of this Agreement at such time or
will be deemed a valid waiver of such provision at any other time.

13. Governing Law

This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Maryland.

14. Arbitration

Any dispute or controversy arising under or in connection with this
Agreement which is not settled to the satisfaction of either party shall be
settled exclusively by arbitration, conducted before a single arbitrator in
Annapolis, Maryland in accordance with the rules of the JAMS/ENDISPUTE then in
effect. Judgment may be entered on the arbitrators award in any court having
jurisdiction; provided, however, that the Company shall be entitled to seek a
restraining order or injunction in any court of competent jurisdiction to
prevent any continuation of any violation of the
provisions of Paragraphs 7 or 8 of the Agreement and the Executive hereby
consents that such

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restraining order or injunction may be granted without the
necessity of the Companys posting any bond. The fees and expense of the
arbitrator shall be borne by the non-prevailing party.

15. Approval

The Company represents that as of the date it signs the Agreement, the
Agreement will have been approved by the Compensation Committee of the
Companys Board of Directors.

16. Notices

Any notice under this Agreement shall be in writing and delivered by fax,
e-mail or registered mail to the signatories at the addresses below.

17. Legal Fees

The Company shall reimburse the Executive for all legal and other
professional fees incurred by the Executive up to seven thousand five hundred
dollars ($7,500) and associated with the negotiation of this Agreement, upon
submission of invoices to the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.

|                        |  |                                        
|----------------------- |  | ---------------------------------------
|William H. Washecka:    |  | USINTERNETWORKING, INC.                
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|/s/ William H. Washecka |  | By: /s/ Andrew A. Stern                
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|Address:                |  | Andrew A. Stern                        
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|                        |  | Chief Executive Officer                
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|                        |  | One USi Plaza, Annapolis, MD 21401-7478

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