EXHIBIT 4.10


                     WARRANT AGREEMENT AMENDMENT AND WAIVER


                  This AMENDMENT TO WARRANT  AGREEMENT AND WAIVER is dated as of
March 30, 2000 ("AGREEMENT"),  by and between PATHNET,  INC. (the "Company"),  a
Delaware  corporation,  and THE  BANK  OF NEW  YORK,  warrant  agent  (with  any
successor warrant agent, the "WARRANT AGENT").

                  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 "Reorganization").

                  WHEREAS, in conjunction with the  Reorganization,  the Company
and the  Warrant  Agent  desire to amend the  Warrant  Agreement  (the  "Warrant
Agreement")  dated as April 8, 1998 by and  between  the Company and the Warrant
Agent pursuant to the terms of this Agreement.

                  WHEREAS, in conjunction with the  Reorganization,  the Company
and the  Warrant  Agent  desire  to  waive  certain  provisions  of the  Warrant
Agreement as set out in this Agreement.

                  WHEREAS,  Section 7.01 of the Warrant Agreement  provides that
the Company and the Warrant  Agent may amend the terms of the Warrant  Agreement
and the  Warrants,  and  waivers  to  departures  from the terms of the  Warrant
Agreement and Warrants may be given,  with the consent of the Requisite  Warrant
Holders (as defined in the Warrant Agreement).

                  WHEREAS,  the Requisite  Warrant Holders have consented to the
proposed amendments to and waivers of the Warrant Agreement.

                  NOW, THEREFORE, the parties hereto agree as follows:



                                    ARTICLE I
                                   DEFINITIONS

                  SECTION  1.01.  Capitalized  terms used herein and not defined
herein shall have the meanings ascribed to such terms in the Warrant Agreement.


                                   ARTICLE II
                                   AMENDMENTS

                  SECTION 2.01. Effective as of the date hereof, Section 5.01(d)
of the Warrant  Agreement shall be amended by inserting,  immediately  after the
phrase, "(a "Fundamental Transaction")," in the sixth line, the following words:
"(it  being   understood  that  a  single   transaction  or  series  of  related
transactions  pursuant  to  which  not  less  than  ninety-five  percent  of the
outstanding shares of capital stock of the Company are exchanged for shares in a
single Affiliate (or any Person who, pursuant to such  transaction,  will become
such an  Affiliate)  shall be deemed to be a  Fundamental  Transaction,  and the
Affiliate acquiring such shares shall, for purposes of this clause, be deemed to
be the Surviving Person (as defined below)),".

                  SECTION   2.02.   Subject  to,  and   effective   as  of,  the
consummation  of the  Reorganization,  the date "April 8, 2000" shall be deleted
where it appears in the  definition  of "Exercise  Event" in Section 2.01 of the
Warrant  Agreement,  and from the two places where it appears in Exhibit A (Form
of Warrant  Certificate)  to the Warrant  Agreement and in each place where such
date is deleted the date "April 30, 2001" shall be inserted.

                                   ARTICLE III
                                     WAIVERS


 .........         SECTION  3.01. The Company and the Warrant  Agent hereby waive
the  provisions  of  Section  2.02(a)  of the  Warrant  Agreement  such that the
consummation of the Reorganization  will not be deemed to constitute a Change of
Control nor an Exercise Event for the purposes of the Warrant Agreement.

                                   ARTICLE IV
                                  MISCELLANEOUS

                  SECTION  4.01.   This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the state of New York.

                  SECTION 4.02.  This Agreement may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original;  but
such counterparts shall together constitute but one and the same instrument.

                  SECTION  4.03.  A copy of this  Agreement  shall be  available
during  regular  business hours at the principal  corporate  trust office of the
Warrant  Agent,  for  inspection by the holder of any Warrant  Certificate.  The
Warrant  Agent may require  such holder to submit his  Warrant  Certificate  for
inspection by it.

                  SECTION  4.04.  Except as expressly  amended or waived by this
Agreement,  the Warrant Agreement shall continue unchanged and in full force and
effect.




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                  IN WITNESS  WHEREOF,  this Agreement has been duly executed by
the parties hereto as of the day and year first above written.


                               PATHNET, INC.


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


                               THE BANK OF NEW YORK,
                                  Warrant Agent


                                By: /s/ Terence Rawlins
                                   ---------------------------------------
                                   Name:     Terence Rawlins
                                   Title:    Assistant Vice President