EXHIBIT 4.7


                        PATHNET TELECOMMUNICATIONS, INC.

                                    GUARANTEE

         1.       GUARANTEE OF PAYMENT AND PERFORMANCE OF OBLIGATIONS.
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(a)      For value received, Pathnet Telecommunications,   Inc.  (the  "Parent")
                           unconditionally  guarantees  to  the  holder  of  any
                           Outstanding  Note or Notes (a "Holder")  the full and
                           punctual  payment and  performance of the Obligations
                           (as defined in subsection (b) below).  This Guarantee
                           is  an   absolute,   unconditional   and   continuing
                           guarantee  of  the  full  and  punctual  payment  and
                           performance   by  the   Company   of   each   of  the
                           Obligations,  and not of collectability  only, and is
                           no way  conditioned  upon  any  requirement  that any
                           Holder first  attempt to seek payment or  performance
                           from the Company or any other  guarantor or surety or
                           resort to any  security or other  means of  obtaining
                           payment of all or any of the  Obligations or upon any
                           other contingency. Upon any default by the Company in
                           the full and punctual  payment or  performance of any
                           of the  Obligations,  if such default remains uncured
                           after the giving of any required notice and after any
                           applicable   period  of  cure,  the  liabilities  and
                           obligations  of the  Parent  hereunder  shall  at the
                           option  of any  Holder  become  forthwith  effective,
                           matured,  due and payable  without  further demand or
                           notice of any  nature,  all such  demands and notices
                           being expressly waived by the Parent.

(b)      As used herein, the term "Obligations" means all obligations,covenants,
                           liabilities,  undertakings and agreements of any kind
                           of the Company to all or any of the Holders contained
                           in the  Indenture,  to be  performed  after  the date
                           hereof,  howsoever,  incurred,  arising or evidenced,
                           whether now or hereafter  existing,  due or to become
                           due  or of  payment  or  performance  and  including,
                           without  limitation:  (i) the prompt payment in full,
                           in  United  States  currency,  when due  (whether  at
                           stated  maturity,  by  acceleration,  by mandatory or
                           optional prepayment or otherwise) of the principal of
                           and interest on the Notes (including  interest on any
                           overdue  principal,  and, to the extent  permitted by
                           applicable  law,  on any  overdue  interest)  and all
                           other  amounts from time to time owing by the Company
                           under the  Indenture  and under the Notes  (including
                           costs,  expenses  and  taxes);  and (ii)  the  prompt
                           performance  and  observance  by the  Company  of all
                           covenants,  agreements  and conditions on its part to
                           be performed  and observed  under the  Indenture,  in
                           each  case  strictly  in  accordance  with the  terms
                           thereof (such  payments and other  obligations  being
                           herein    collectively    referred    to    as    the
                           "Obligations").

2.       GUARANTEE CONTINUING AND LIABILITY UNAFFECTED.

(a)      Subject  to  Section  2  (c), this is a continuing guarantee and  shall
                           be  binding  upon the Parent  regardless  of how long
                           before  or  after  the  date  hereof  any part of the
                           Obligations  was  or  is  incurred  by  the  Company.
                           Subject  to  Section  2 (c),  this  Guarantee  may be
                           enforced  by any or all of the  Holders  from time to
                           time and as often as  occasion  for such  enforcement
                           may arise.

(b)      If after  receipt of any  payment  from the Parent made  hereunder  the
                           Holders,  or any of them,  are compelled to surrender
                           or voluntarily  surrender such payment or proceeds to
                           any person  because  such payment or  application  of
                           proceeds   is  or   may  be   avoided,   invalidated,
                           recaptured, or set aside as a preference,  fraudulent
                           conveyance,  impermissible  setoff  or for any  other
                           reason,  whether or not such  surrender is the result
                           of (i) any judgment,  decree or order of any court or
                           administrative  body  having  jurisdiction  over  the
                           Holders,  or (ii) any settlement or compromise by the
                           Holders of any claim as to any of the foregoing  with
                           any  person   (including   the  Company),   then  the
                           Obligations   or  part  thereof   affected  shall  be
                           reinstated and continue and this  Guarantee  shall be
                           reinstated  and  continue  in full  force  as to such
                           Obligations  or part  thereof  as if such  payment or
                           proceeds had not been  received.  The  provisions  of
                           this Section 2(b) shall  survive the  termination  of
                           this Guarantee and any  satisfaction and discharge of
                           the Company by virtue of any payment,  court order or
                           any federal or state law.

(c)       The Parent shall be subrogated to all rights of the Holders in respect
                           of any  amounts  paid by the Parent  pursuant  to the
                           provisions of this Guarantee; provided, however, that
                           Parent  shall be entitled  to enforce,  or to receive
                           any payments arising out of or based upon, such right
                           of subrogation  with respect to any  Obligation  only
                           after the payment of all amounts  owed by the Company
                           to the Holders with respect to all of the Obligations
                           have been paid in full.

(d)       This Guarantee  shall  terminate and be of no further force and effect
                           as to any Note upon full  payment  of the  Redemption
                           Price with respect to such Note,  PROVIDED,  however,
                           that this Guarantee shall continue to be effective or
                           shall be  reinstated,  as the case may be,  if at any
                           time the  Company  must  restore  payment of any sums
                           paid under such Note or under this  Guarantee for any
                           reason whatsoever.

3.       UNCONDITIONAL  NATURE OF  PARENT'S  OBLIGATIONS  AND  LIABILITIES.

         The  obligations  and  liabilities  of the  Parent  hereunder  shall be
         absolute   and   unconditional,   and  shall  not  be  subject  to  any
         counterclaim,  set-off,  deduction or defense  based upon any claim the
         Parent may have against the Company or any other person or entity. Such
         obligations and  liabilities  shall remain in full force and effect for
         the period set forth in  Section 2 above  without  regard to any event,
         circumstance  or  condition  (whether  or not  the  Parent  shall  have
         knowledge  or  notice  thereof)  which but for the  provisions  of this
         Section might constitute a legal or equitable defense or discharge of a
         guarantor  or surety or which might in any way limit  recourse  against
         the Parent, including:

                  (a)      any  amendment or  modification  or supplement to the
                           terms of the Indenture,  this Guarantee or any of the
                           Notes, including the renewal or extension of the time
                           for  payment of the Notes or the  granting of time in
                           respect of the payment thereof;

                  (b)      any  waiver,  consent,  extension,  granting of time,
                           forbearance,  indulgence  or other action or inaction
                           under or in respect of the Indenture or the Notes, or
                           any exercise or non-exercise of any right,  remedy or
                           power in respect thereof;

                  (c)      the  invalidity or  unenforceability,  in whole or in
                           part of the  Indenture  or this  Guarantee  resulting
                           from the  Company's or the Parent's lack of authority
                           to enter  into the  Indenture  and/or to incur any or
                           all of the Obligations,  by any person acting for the
                           Company  or  the  Parent  without  or  in  excess  of
                           authority;

                  (d)      any actual,  purported or attempted sale,  assignment
                           or other  transfer by any or all of the Holders or by
                           the  Company  or the Parent of the  Indenture  or the
                           Notes  or  of  any  of  their  rights,  interests  or
                           obligations thereunder;

                  (e)      the addition of any party as a guarantor or surety of
                           all or any part of the  Obligations or any limitation
                           of the  liability  of  any  additional  guarantor  or
                           surety  of all or any part of the  Obligations  under
                           any other agreement;

                  (f)      any merger or  consolidation of the Company or of the
                           Parent  into or with any other  entity,  or any sale,
                           lease, transfer or other disposition of any or all of
                           any  Company's  or the  Parent's  assets or any sale,
                           transfer  or other  disposition  of any or all of the
                           economic  interests  in the  Company or the Parent to
                           any other person or entity;

                  (g)      the recovery of any  judgment  against the Company or
                           any action to enforce the same; or

                  (h)      any change in the financial  condition of the Company
                           or the  Company's  entry into an  assignment  for the
                           benefit of  creditors,  an  arrangement  or any other
                           agreement or procedure for the  restructuring  of its
                           liabilities, or the Company's insolvency, bankruptcy,
                           reorganization,   dissolution,   liquidation  or  any
                           similar  action by or occurrence  with respect to the
                           Company.

         4.       PARENT'S WAIVER.  The Parent unconditionally waives, to the
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fullest extent permitted by law:

(a)      fullest extent  permitted by law: notice of any of the matters referred
         to in Section 3 hereof;

(b)      diligence,  presentment,  demand of payment and filing of claims with a
         court in the event of bankruptcy or insolvency of the Company;

(c)      any right to the  enforcement,  assertion  or exercise by any or all of
         the Holders of any of their rights,  powers or remedies under,  against
         or with respect to the Company (i) any other  guarantor  or surety,  or
         (ii) any security for all or any part of the Obligations;

(d)      any  requirement  that the Parent be joined as a party in any action or
         proceeding  against the Company to enforce any of the provisions of the
         Indenture;

(e)      acceptance of this Guarantee by any Holder;

and covenants  that this  Guarantee  will not be  discharged  except by complete
performance of the obligations contained in this Guarantee.

         5.       REPRESENTATIONS AND WARRANTIES.  The Parent represents and
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warrants that:

(a)                        the  Parent  is  a  corporation  duly  organized  and
                           validly  existing in good standing  under the laws of
                           the  State  of  Delaware  and  has  the  full  power,
                           authority  and legal  right to enter into and perform
                           its obligations under this Guarantee;

(b)                        this Guarantee has been duly authorized, executed and
                           delivered  by the Parent and  constitutes  the legal,
                           valid  and   binding   obligation   of  the   Parent,
                           enforceable against the Parent in accordance with its
                           terms,   except   for  the   effect  of   bankruptcy,
                           insolvency, reorganization,  moratorium, receivership
                           or  similar  laws   affecting  the   enforcement   of
                           creditors' rights generally;

(c)                        the execution, delivery and performance by the Parent
                           of this  Guarantee do not and will not contravene any
                           applicable law, rule,  regulation,  judgment or order
                           and do not and will not contravene the provisions of,
                           constitute a breach of or default under, or result in
                           the  creation  of  any  security  interest,  lien  or
                           encumbrance  on  any of the  property  of the  Parent
                           pursuant to, the Parent's  articles of  incorporation
                           or by-laws  or any  indenture,  mortgage,  license or
                           other contract,  agreement or instrument to which the
                           Parent is a party or by which it is bound.

         6.       ATTORNEY'S  COSTS.  The Parent agrees to pay all  reasonable
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attorney's fees and  disbursements and all other reasonable and actual costs and
expenses  which  may be  incurred  by the  Holders  in the  enforcement  of this
Guarantee.

         7.       SUCCESSORS  AND  ASSIGNS.  This  Guarantee  shall be binding
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upon the Parent and its respective  successors  and assigns,  and shall inure to
the benefit of and be enforceable by the Holders and their respective successors
and assigns.

         8.       GOVERNING  LAW. This  Guarantee  shall be governed by and
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construed in accordance  with the laws of the State of New York.

         9.       SEVERABILITY.  Wherever  possible,  each provision of this
Guarantee  shall be  construed  in such  manner as to be valid  and  enforceable
against the Parent under  applicable  law, but if any provision  hereof shall be
deemed  invalid  or  unenforceable  to any  extent  against  the  Parent  in any
jurisdiction,  such provision  shall be  ineffective  only to the extent of such
invalidity or unenforceability  without invalidating or rendering  unenforceable
the remainder of such provision or any of the other provisions  hereof,  and any
such invalidity or unenforceability against the Parent in one jurisdiction shall
not render such provision ineffective in any other jurisdiction.

         10.      NOTICES.
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                  Any  notice,   request  or  other  communication  required  or
permitted to be given  hereunder to the Holders  shall be given by the Parent in
the same manner as set forth in Section 106 of the Indenture.

         11.      TRANSFERABILITY.  This  Guarantee is solely for the benefit of
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 the Holders and is not  separately transferable from the Notes.

         12.      HEADINGS.  Section  headings  appearing in this  Guarantee are
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for  convenience  of  reference  only and shall not  define,  limit,  amplify or
otherwise modify any provision  hereof.  Capitalized  terms used herein have the
meanings given to them in the Indenture.

         This  Guarantee  shall not be valid or  obligatory to any purpose until
the certificate of  authentication  on the Note on which this Guarantee has been
endorsed  shall have been  executed by the Trustee  under the  Indenture  by the
signature of one of its authorized officers.

         IN WITNESS WHEREOF, the Parent has caused this Guarantee to be executed
on its behalf by an officer or other  person  thereunto  duly  authorized  as of
March 30, 2000.

                              PATHNET TELECOMMUNICATIONS, INC.


                            By:  /s/ W.R. Smedberg V
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                                 William R. Smedberg, V
                                 Executive Vice President, Corporate Development