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EXHIBIT 10.37

October 26, 2000

Mr. Howard Weizmann
1524 Gordon Cove Drive
Annapolis, MD 21403

Dear Howard:

On the behalf of Digex Incorporated, I am pleased to offer you the position of
Vice President of Human Resources, reporting to Mark Shull, Chief Executive
Officer.

COMPENSATION

Your annual base salary will be $200,000 (based on 52 weeks of service).
Salaries are reviewed annually, and increases are granted based on individual
performance during the year and in accordance with Company policy.

You will be eligible to participate in Digex's Executive Management Incentive
Compensation Plan. In this position, you will be eligible for a bonus of 50%
of your base salary. At 100% of objective achievement your total potential
cash compensation is $300,000.

The incentive will be prorated on the base pay received during the current
fiscal calendar year. This incentive opportunity and is contingent upon the
achievement of corporate and individual objectives as determined by your
departmental management.

To facilitate your transition to Digex, our offer also includes a one time
Sign-on Bonus of $75,000. This bonus will be paid to you shortly after your
start date. The Sign-on Bonus creates a debt to Digex, Inc. which will be
forgiven over a 12 month period commencing on your date of hire. Voluntary
separation prior to the completion of these 12 months will create a debt to
the Company for the signing bonus expenses incurred that exceed the forgiven
amount.

STOCKS

This offer includes a stock option grant covering an aggregate of 100,000
shares of Digex common stock contingent upon approval by the Compensation
Committee of the Board of Directors. You will be granted 80,000 shares at an
exercised price equal to the market price of Digex Inc. common stock on the
date that the grant is approved and 20,000 options at $30 under market.

Vesting of the award will begin with the approval of the grant and will
continue over a four-year period. 25% of the shares covered by the option will
vest one year following the date of grant. The balance of the shares will vest
in equal quarterly installments over the next three years so long as you
continue to be employed by Digex.



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HOWARD WEIZMANN
Page 2
October 26, 2000

The Board of Directors will provide details in your Grant Agreement upon
approval. The option will be issued pursuant to the Company's long-term
Incentive Plan and will be subject to all the terms and conditions of that
plan.

SEVERANCE

Upon termination for reason other than "cause", you will be entitled to
receive the equivalent amount of your base pay and medical and dental benefits
for a 12-month period. Cause shall be defined as your (i) willful and
continued failure to substantially perform duties reasonably assigned
consistent with your position as Vice President of Human Resources (other than
any failures resulting from physical or mental illness or death); (ii)
continuing failure to perform or discharge the duties of Vice President of
Human Resources assigned to you by the Chief Executive Officer, if such
failure to perform or discharge your duties continues for a period of thirty
(30) days after written notice to you detailing such failure; or (iii)
conviction of a felony that adversely affects the business and/or reputation
of Digex. It is understood that this definition of Cause shall be applicable
to any "change of control" provisions as contained in the Stock Option
Agreement.

BENEFITS

As an employee of Digex you will be entitled to all employee benefits: Medical
insurance, medical and prescription drug card, dental insurance, short and
long-term disability, life insurance, 401(k) plan, educational reimbursement,
holidays, sick leave, vacation time, military leave, bereavement leave, voting
time off and jury duty leave. Your medical benefits will be effective the
first day of the month following your start of employment. An outline of these
benefits is attached. Should you have any benefit questions, please contact
Ms. Marilyn Garner, Senior Human Resources Generalist, 240-264-2391

HEALTHCARE

Digex Management will work with you to seek approval for a retiree health
plan. If the plan is approved then, upon separation from service after age 55
or if terminated for any reason other than cause as defined herein, you will
be entitled to continue in the company's medical plan at your own cost, unless
otherwise covered under (i) a medical plan adopted by Digex which supersedes
this coverage, or (ii) under another company's medical plan as a retiree.

VACATION

You are eligible to accrue one month of vacation per year.

This offer is contingent on the following:

-    Your acknowledgement and execution of our "Employee Agreement Regarding
     Intellectual Property and Proprietary Information", which will be
     reviewed and authorized by you and a company representative.

-    Proof that you are legally authorized to work in the United States per
     Immigration Reform Act of 1986 (see attachment A).

-    Completion of the enclosed employment application.

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HOWARD WEIZMANN
Page 3
October 26, 2000

As you know, in the ordinary course of business, pay and benefits plans evolve
as laws, employee, and / or business need change. If, in the future, it
becomes necessary to change any of the benefit or compensation plans currently
in effect, these changes will apply to you as they do to other eligible
employees. Furthermore, while this letter is our commitment to employ you in
the previously mentioned position, it does not constitute a contract for a
specific length of employment.

Kindly acknowledge your acceptance of this offer by signing and dating the
enclosed copy of this letter and returning it to me by October 27, 2000. If we
do not receive your acceptance of this offer by the close of business on the
above date, this offer will be withdrawn without further liability of either
party to the other.

If you have any questions or need additional information, please feel free to
call me at (240) 264-4712 or fax at (240) 264-2666. I am looking forward to
your joining the Digex Executive Management Team and feel it will be a
mutually beneficial relationship. I wish you success in the continuation of
your career with Digex.

Sincerely yours,

/s/ DAVID GAY for Mark Shull

Mark Shull
Chief Executive Officer


cc:      D. Ruberg
         D. Gay


Encl.

/s/ HOWARD WEIZMANN                     10/27/00                 11/20/00
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Accepted: Howard Weizmann              Date:                    Start Date: