EXHIBIT 10.14


                                 PROMISSORY NOTE

$50,000,000.00                                                    March 30, 2000


         FOR VALUE  RECEIVED,  PATHNET  TELECOMMUNICATIONS,  INC., a corporation
duly  organized  under  the laws of the  State  of  Delaware  (the  "Borrower"),
promises to pay to Pathnet,  Inc., a Delaware corporation,  at 1015 31st Street,
N.W., Washington,  DC 20007 (the "Lender"), or at such other place as the holder
of this Note may from time to time designate in writing, the principal amount of
FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00), together with interest on the
unpaid  principal  amount  of this Note  computed  from the date of  Closing  as
defined in that  certain  Assignment  and  Acceptance  Agreement  by and between
Borrower and Lender,  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.

         This Note may be prepaid at any time and from time to time, in whole or
in part,  without premium or penalty.  Any prepayment  shall be applied first to
any  accrued  and  unpaid  interest  and  then to  principal.  In the  event  of
prepayment of this Note in part only, a new Note for the unpaid  portion  hereof
shall be issued in the name of the  person or entity in whose  name this Note is
registered upon the cancellation hereof.

         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,  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) Borrower  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) Borrower  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,  Borrower  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 presentment,  protest,  demand, notice of dishonor,  and all
other  notices,  and all  defenses

<PAGE>

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. This Note is made under, and shall
be governed by and  construed in accordance  with,  the laws of the State of New
York applicable to contracts made and to be performed entirely within such State
and without giving effect to choice of law principles of such State.

         IN WITNESS  WHEREOF,  Borrower 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 Borrower.


                                PATHNET TELECOMMUNICATIONS, INC.


                                By: /s/ Mary McDermott
                                   -------------------------------------
                                Name: Mary McDermott
                                Title: Senior Vice President, General Counsel
                                        and Secretary



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