EXHIBIT 4.11

                  WARRANT REGISTRATION RIGHTS AGREEMENT WAIVER


                  This WAIVER is dated as of March 30, 2000  ("WAIVER"),  and is
made by PATHNET, INC. (the "Company"), a Delaware corporation,  with the consent
of Spectrum  Equity  Investors,  L.P.,  New  Enterprise  Associates  VI, Limited
Partnership,  Onset  Enterprise  Associates  II, L.P.,  FBR  Technology  Venture
Partners,  L.P., Toronto Dominion Capital (USA) Inc., Grotech Partners IV, L.P.,
Richard A. Jalkut and David Schaeffer (the "Permitted Holders").

                  WHEREAS,  the holders of the warrants  expiring April 15, 2008
(the  "Warrants")  of the  Company  are  entitled  to the  benefits of a Warrant
Registration Rights Agreement (the "Registration  Rights Agreement") dated as of
April 8, 1998  between  the  Company,  the  Permitted  Holders  and the  Initial
Purchasers (as defined therein).

                  WHEREAS,  the Company  proposes to enter into a reorganization
involving the Company, Pathnet Telecommunications, Inc. ("Pathnet Telecom"), the
existing  shareholders  of Company,  and certain  proposed new  shareholders  of
Pathnet Telecom (the "Regoranization").

                  WHEREAS, in conjunction with the  Reorganization,  the Company
desires to waive certain provisions of the Registration Rights Agreement, as set
out in this Waiver.

                  WHEREAS,  Section 6(d) of the  Registration  Rights  Agreement
provides that waivers or consents to departures from the provisions  thereof may
be made with the prior  written  consent  of (i) the  holders of not less than a
majority  of the  outstanding  Warrants,  and  (ii)  with  respect  to  Sections
affecting  the rights or  obligations  of the Permitted  Holders,  the Permitted
Holders who hold not less than a majority of shares of the capital stock held by
the Permitted Holders.

                  WHEREAS, the holders of a majority of the outstanding Warrants
have  consented to the proposed  waiver of the  provisions  of the  Registration
Rights Agreement as set out in this Waiver.

                  WHEREAS,  by  signing  this  Waiver  or any copy  hereof,  the
Permitted  Holders  have  provided  their  written  consent to the waiver of the
provisions of the Registration Rights Agreement as set out in this Waiver.

                                                      WAIVER

                  The Company hereby waives the provisions of Section 3.2 of the
Registration  Rights Agreement such that the consummation of the  Reorganization
shall not be deemed to constitute a Change of Control and shall not give rise to
any  Tag-Along  Right  (as each  such  term in  defined  in  Section  3.2 of the
Registration Rights Agreement).



                                  PATHNET, INC.


                                  By:   /s/ W. R. Smedberg V
                                     ------------------------------------
                                     Name:
                                     Title:


We  hereby  consent  to the  waiver  of the  provisions  of  Section  3.2 of the
Registration Rights Agreement as set out above:

                                  SPECTRUM EQUITY INVESTORS, L.P.,
                                  In its Capacity as a Permitted Holder

                                  By:/s/ Chris J. Maroni
                                  ------------------------------------------
                                     Name:   K. J. Maroni
                                     Title:  illegible

                                  NEW ENTERPRISE ASSOCIATES VI, Limited
                                   Partnership,
                                   In its Capacity as a Permitted Holder

                                  By:   /s/ illegible
                                  ------------------------------------------
                                  Name:
                                  Title:

                                  ONSET ENTERPRISE ASSOCIATES II, L.P.,
                                   In its Capacity as a Permitted Holder
                                  By:

                                  By: /s/ R Kuhling
                                  ------------------------------------------
                                  Name:
                                  Title:  illegible
                                          OEA II Management
                                          The General Partner of
                                          Onset Enterprise Associates II, L.P.,

                                  FBR TECHNOLOGY VENTURE PARTNERS, L.P.,
                                  In its Capacity as a Permitted Holder

                                  By: /s/ illegible
                                  ------------------------------------------
                                  Name:
                                  Title:

                                  TORONTO DOMINION CAPITAL (USA) INC.,
                                  In its Capacity as a Permitted Holder

                                  By: /s/ illegible
                                  ------------------------------------------
                                  Name: Stephen A. Reistedter
                                  Title: Vice President and Director

                                  GROTECH PARTNERS IV, L.P.,
                                  In its Capacity as a Permitted Holder

                                  By: /s/ Patrick J. Kerins
                                  ------------------------------------------
                                  Name:  Patrick J. Kerins
                                  Title:  Managing Director

                                   /s/ Richard A. Jalkut
                                  ------------------------------------------
                                  Richard A. Jalkut


                                  ------------------------------------------
                                  David Schaeffer