Exhibit 10.10

                       ASSIGNMENT AND ACCEPTANCE AGREEMENT

         THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement"),dated as of
March 30, 2000, is by and between  Pathnet,  Inc., a Delaware  corporation  (the
"Seller")  and Pathnet  Telecommunications,  Inc., a Delaware  corporation  (the
"Purchaser").

                                   WITNESSETH:

         WHEREAS, Seller currently holds certain assets relating to the fiber
portion of its digital network;

         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 the
Purchaser, the Seller 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 the Purchaser, the Seller
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 the  Purchaser,  the  Seller  and CSX  Transportation,  Inc.,  a  Virginia
corporation,  (iii) that certain Contribution Agreement, dated as of November 2,
1999, by and among the Purchaser,  the Seller and the preferred  stockholders of
the Purchaser, (iv) that certain


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

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

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

         (f)      Indemnified Persons:      As defined in Section 8.1

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

         (h)      Purchaser: As defined in the preamble.

         (i)      Purchased Assets: As defined in Section 2.1.

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

         (k)      Seller: As defined in the preamble.

         (l)      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 the certain assets relating to the fiber portion of
Seller's digital network,  including,  without limitation,  in and to all of the
assets,  properties,  rights,  contracts and claims  employed in connection with
such assets, wherever located, whether tangible or intangible, as the same shall
exist as of the  Closing.  The assets,  properties,  contracts  and claims to be
purchased pursuant to this Agreement are hereinafter collectively referred to as
the "Fiber  Assets." The Fiber Assets shall  include,  without  limitation,  all
right,  title and interest of Seller and its  Subsidiaries in and to the assets,
properties,  rights,  contracts and claims described in the following paragraphs
(a) through (g) but in each case, only to the extent  exclusively  used in, held
for exclusive use in or exclusively related to the Fiber Assets:

         (a) all rights in, to and under all contracts, commitments and other
agreements of Seller set forth below:

         (i)      Agreement between Pacific Fiber Link, LLC (A/K/A Worldwide
                  Fiber, Inc.) and Pathnet, Inc., dated March 31, 1999 as
                  amended by Letter, dated


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                  June 28, 1999 and the Marketing Agreement between Pacific
                  Fiber Link, LLC (A/K/A Worldwide Fiber, Inc.) and Pathnet,
                  dated March 31, 1999.

         (ii)     Dark Fiber Network Agreement by and between Pathnet, Inc.,
                  Tri-State Generation and Transmission Association, Inc. and
                  other Participating Members Systems named therein, dated
                  August 5, 1999, Letter Agreement between Pathnet, Inc. and
                  Tri-State Generation and Transmission Association, Inc. dated
                  December 31, 1999 and Letter Agreement between Pathnet, Inc.
                  and Tri-State Generation and Transmission Association, Inc.
                  dated January 17, 2000, including the associated right of way
                  pursuant to Fiber Optic Cable Construction and Use Agreement
                  between Public Service Company of New Mexico and Pathnet, Inc.
                  dated June 9, 1999 and Fiber Optic Cable License Agreement
                  between Public Service Company of New Mexico and Pathnet, Inc.
                  dated December 23, 1999.

         (iii)    Agreement between CapRock Telecommunications Corp and Pathnet,
                  Inc. dated November 18, 1999 and Joint Marketing Agreement
                  between Pathnet, Inc. and CapRock Telecommunications, Corp,
                  dated November 18, 2999 and Letter Agreement between Pathnet,
                  Inc. and CapRock Telecommunications, Inc., dated January 17,
                  2000.

         (b)  all  inventories  of  work-in-progress,  raw  materials,  finished
products,  supplies, spare parts and other materials relating to the fiber route
under construction between Chicago, Illinois and Aurora, Colorado;

         (c)      all rights in and to insurance and indemnity claims relating
to the Fiber Assets;

         (d)      all prepaid expenses, advances and deposits relating to the
Fiber Assets;

         (e)      all rights, choses in action and claims, (known or unknown,
matured or unmatured, accrued or contingent) against third parties relating to
the Fiber Assets;

         (f)      all goodwill and going concern rights associated with the
items listed above; and

         (h)      a license to the intellectual property of Seller as set forth
in the License of Marks attached hereto as Exhibit A.

For convenience of reference,  the assets,  properties,  interests in properties
and rights that are to be sold, transferred,  conveyed and assigned to Purchaser
pursuant  to this  Section  2.1  are  collectively  referred  to  herein  as the
"Purchased 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


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necessary to transfer,  convey and assign the Purchased Assets to the Purchaser.
Simultaneously therewith,  Seller shall take all steps as may be required to put
the Purchaser in possession of the Purchased 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 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 Purchased  Assets, to defend and
compromise  any and all actions,  suits or  proceedings in respect of any of the
Purchased  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, Purchased 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.


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<PAGE>
                                   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
Purchased Assets,  Purchaser shall assume all of the liabilities and obligations
relating to the Purchased Assets as such liabilities and obligations shall exist
immediately prior to the Closing.

                                   ARTICLE IV
                           PURCHASE PRICE OF PURCHASED
                               ASSETS; ALLOCATION

         4.1 Purchase  Price.  The aggregate  purchase  price to be paid for the
Purchased  Assets shall be $70,000,000 (the "Purchase  Price").  At the Closing,
against  delivery to the  Purchaser  of  appropriate  instruments  of  transfer,
conveyance and assignment  with respect to the Purchased  Assets,  the Purchaser
shall deliver to the Seller,  a Promissory  Note in the form attached  hereto as
Exhibit B in the principal amount of $70,000,000.

                                    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 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 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 Certificate
         of Incorporation or Bylaws 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,


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<PAGE>
         statute,  rule or regulation or order,  writ,  judgment,  injunction or
         decree applicable to the Seller, or any of its properties or assets.


         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.


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<PAGE>
                  (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.

                  (d) Consents and Approvals.  The Purchaser shall have received
         duly executed  copies of all consents and approvals  required for or in
         connection  with the  execution  and  delivery  by the  Seller  of this
         Agreement and the consummation of the transactions  contemplated hereby
         including  the consent of the holders of the  Seller's 12 -1/4%  Senior
         Notes in accordance with the Indenture by and between Pathnet, Inc. and
         The Bank of New York, dated April 8, 1998.

                  (e) 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:


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<PAGE>
                  (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.

         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)


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<PAGE>
         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 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


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<PAGE>
         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.

                  (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.


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<PAGE>
         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.

         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.

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


                                PATHNET TELECOMMUNICATIONS, INC.


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



                                      -11-
<PAGE>
                                                                       EXHIBIT A


                                LICENSE OF MARKS

                  WHEREAS,  Pathnet, Inc., a Delaware corporation having offices
at 1015 31st Street, N.W.,  Washington,  D.C., 20007 ("Licensor"),  has adopted,
used and is using trademarks, service marks, logos and designs including without
limitation the "A NETWORK OF OPPORTUNITIES"  and "PATHNET" service marks and the
Pathnet logo (all such  trademarks,  service  marks,  logos and designs shall be
collectively referred to herein as the "Marks"); and

                  WHEREAS, Pathnet Telecommunications, Inc., a Delaware
corporation having offices at 1015 31st Street, N.W., Washington, D.C., 20007
("Licensee"), is desirous of a license to use the Marks;

                  NOW, THEREFORE,  for good and valuable consideration,  receipt
of which is hereby acknowledged, the parties hereto agree as follows:

         1. License. Licensor does hereby grant to Licensee the perpetual,
non-exclusive right and license to use the Marks on a royalty-free basis in
connection with Licensee's telecommunications business; provided, however, that
Licensee shall retain the right to use the Marks.

         2.  Ownership  of Marks.  Licensee  acknowledges  and  agrees  that (a)
Licensor  is the owner of the entire  right,  title and  interest  in and to the
Marks and the Marks, or any form or embodiment  thereof (as well as the goodwill
now or  hereafter  attached to the same) are the property of and all use thereof
shall inure to the benefit of Licensor, and (b) Licensee shall have no rights to
the Marks other than those set forth in this License of Marks.

         3. Approvals/Quality Control. Licensee shall, upon request of Licensor,
submit  representative  samples  of  Licensee's  use of the  Marks to  Licensor,
without charge to Licensor, and Licensor shall have a period of ten (10) days to
notify Licensee of their acceptance or rejection.

         4.  Representations,  Warranties  and  Covenants of Licensor.  Licensor
represents  and  warrants  that it is the owner of the Marks and the  registrant
therefor, that Licensor has the full power and authority to license the right to
use the Marks,  that  Licensor has not entered into any  agreements  in conflict
with this License of Marks, and that there are no actions,  suits or proceedings
pending or, to Licensor's knowledge, threatened against Licensor with respect to
the Marks.  Licensor agrees to take all such further actions, and to execute any
and all such further documents and instruments, as may be necessary or desirable
to confirm the license executed hereby.

         5. Assignment. Neither party may assign any or all of its rights or
delegate any of its duties under this Agreement without the consent of the other
party, provided,


                                      -12-
<PAGE>
that either party hereto may assign its rights, but not its obligations,  to any
Affiliate  without  the  consent of the other  party.  For the  purposes of this
Section 5, an  "Affiliate"  of a party shall mean a subsidiary  of such party or
other entity under common ownership or control.

                  IN  WITNESS  WHEREOF,  this  LICENSE  OF  MARKS  is  made  and
effective as of the 30th of March, 2000.



                                       PATHNET, INC.


                                       By: ___________________________________
                                      Name:
                                     Title:


                                       PATHNET TELECOMMUNICATIONS, INC.


                                       By: ___________________________________
                                      Name:
                                     Title:


                                      -13-
<PAGE>
                                                                       Exhibit B

                                     FORM OF
                                 PROMISSORY NOTE

     $70,000,000.00                                               March 30, 2000


         FOR VALUE  RECEIVED,  PATHNET  TELECOMMUNICATIONS,  INC., a corporation
duly  organized  under  the laws of the  State of  Delaware  (the  "Purchaser"),
promises to pay to Pathnet,  Inc., a Delaware corporation,  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 SEVENTY
MILLION  AND NO/100  DOLLARS  ($70,000,000.00),  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.


                                      -14-
<PAGE>
         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 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 TELECOMMUNICATIONS, INC.


                                    By:     ____________________________________
                                            Name:
                                            Title:



                                      -15-