1
Portions of this exhibit have been omitted
and filed separately with the Securities and Exchange
Commission. These portions are designated

"[ * * * ]"

EXHIBIT 10.28

[IXC LOGO]

IXC
MASTER SERVICE AGREEMENT

This Agreement for telecommunications services is made as of the date of last
execution below (the "Effective Date") and entered into by and between IXC
COMMUNICATIONS SERVICES, INC., a Delaware corporation with its principal place
of business at 1122 Capital of Texas Hwy. South, Austin, Texas 78746-6426
("Supplier"), and PATHNET, INC., a Delaware corporation with its principal place
of business at 1015 31st Street Northwest, Suite 500, Washington, DC 20007
("Customer").

WHEREAS, Customer desires to obtain telecommunications services as described
below (the "Service") from Supplier, and Supplier is willing to provide the
Service for the rates attached hereto.

NOW, THEREFORE, Customer and Supplier hereby mutually agree as follows:

CREDIT REQUIREMENTS:

SERVICE, TERM AND RATES: Supplier agrees to provide and Customer agrees to
purchase Service(s) indicated below. This agreement, including any terms and
conditions, addenda, schedules, supplements or exhibits which are attached
hereto and incorporated herein, constitutes the entire agreement (the
"Agreement") by Supplier and Customer pertaining to the subject matter(s) hereof
and supersedes all prior and contemporaneous agreements and understandings in
connection herewith.

IXC - CONFIDENTIAL 06/03/99

SERVICE TYPE:
- ------------

SWITCHED SERVICE: BROADBAND SERVICE:
/s/ KJB Xclusive /s/ KJB ATM
---------------- -----------------
Xnet LATA Frame Relay
---------------- -----------------
Xnet LEx Network Management Services
---------------- -----------------
PRIVATE LINE SERVICE: Training
X Digital -----------------
---------------- CUSTOMER INTERFACE:
X Optical Rack Space & Power
---------------- -----------------
Shelf Space
-----------------
Collocation
-----------------

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last
written below.

IXC COMMUNICATIONS SERVICES, INC. PATHNET, INC.

BY: /s/ LEO WELSH BY: /s/ KEVIN J. BENNIS
---------------------------------- --------------------------------------
NAME: LEO WELSH NAME: KEVIN J. BENNIS
-------------------------------- ------------------------------------
TITLE: PRES-WHOLESALE TITLE: PRESIDENT - COMMUNICATION SERVICES
------------------------------- -----------------------------------
DATE: 6/17/99 DATE: 6/4/99
-------------------------------- ------------------------------------

FULL BUSINESS ADDRESS: FULL BUSINESS ADDRESS:
1122 CAPITAL OF TEXAS HWY. SOUTH 1015 31ST STREET NORTHWEST, SUITE 500
AUSTIN, TEXAS 78746-6426 WASHINGTON, DC 20007
TELEPHONE: (512) 427-3700 TELEPHONE: (202) 625-7284
FACSIMILE: (512) 328-7902 FACSIMILE: (202) 625-7369
BILLING CONTACT: BILL COTTA
-------------------------
TELEPHONE: 202-295-3100
-------------------------------

IXC - CONFIDENTIAL 06/03/99

MASTER SERVICE AGREEMENT
TERMS & CONDITIONS

1. CREDIT. All Services ordered hereunder are subject to credit approval.
Customer shall complete a credit application form attached hereto as
Exhibit A.

2. PROVISION OF BALANCE SHEET. Prior to commencement of Service, Customer
shall provide Supplier with financial statements including a consolidated
balance sheet of Customer as of the end of the most recent quarter and
consolidated statements of income and retained earnings of such quarter and
the fiscal year to date through such quarter, all in reasonable detail and
certified by Customer's chief financial officer as having been prepared in
accordance with generally accepted accounting principles, consistently
applied. Customer shall provide updated financial statements as reasonably
requested by Supplier.

3. PAYMENT TERMS. Invoices for Service are due and payable within thirty (30)
days of the receipt of invoice (unless otherwise indicated in the Credit
Requirements section of the Master Service Agreement), without demand or
set off by Customer. Payments not received within thirty (30) days of the
receipt of invoice are considered past due. In addition to Supplier
undertaking any of the actions set forth in this Agreement, if any invoice
is not paid when due, Supplier may: (i) impose a late charge equal to
1-1/2% (or the maximum legal rate, if less) of the unpaid balance per
month; (ii) require an increase in the amount of Security Deposit, as set
forth in Section 5.

4. BILLING DISPUTES. If Customer in good faith disputes any portion of any
Supplier invoice, Customer shall submit to Supplier, within thirty (30)
days following the date of the invoice, full payment of the undisputed
portion of the invoice and written documentation identifying and
substantiating the disputed amount. If Customer does not report a dispute
within the thirty (30) day period, Customer shall have waived its dispute
rights for that invoice. Supplier and Customer agree to use their
respective best efforts to resolve any dispute within fifteen (15) days
after Supplier receives written notice of the dispute from Customer. Any
disputed amounts resolved in favor of Customer shall be credited to
Customer's account on the next invoice following resolution of the dispute.
Any disputed amounts determined to be payable to Supplier shall be due
within ten (10) days of the resolution of the dispute.

Any dispute arising out of or relating to this Agreement which has not been
resolved by the good faith efforts of the parties will be settled by
binding arbitration conducted expeditiously in accordance with Section 16.

5. ADDITIONAL ASSURANCES. If at any time during the term of this Agreement
there is a material and adverse change in Customer's creditworthiness,
which shall be determined by Supplier in its sole and absolute discretion,
then Supplier may demand that Customer increase the amount of the/or
provide a Security Deposit pursuant to Supplier's standard terms and
conditions, by either requiring cash or a letter of credit, as security for
the full and faithful performance of Customer of the terms, conditions and
covenants of this Agreement; provided, however, that in no event shall the
amount of the Security Deposit ever exceed two months' estimated Usage
Charges and other amounts payable by Customer to Supplier hereunder.

6. CERTIFICATION. If applicable, Customer and Supplier hereby represent and
warrant that each of them is certified to do business in all jurisdictions
in which it conducts business and is in good standing in all such
jurisdictions. Customer and Supplier further represent and warrant that
each of them is certified by the proper regulatory agencies to provide
whatever interstate, intrastate and international long distance services to
users in those jurisdictions where such services are to be provided.
Customer and Supplier shall keep current during the term of this Agreement,
copies of their Certificates of Public Convenience and Necessity or similar
documents certifying interstate, intrastate, or international operating
authority in any local, state, or federal jurisdiction (collectively,
"Service Compliance Certificates") and furnish copies thereof to each other
within ten days of written request. Supplier reserves the right to refuse
or withhold Service in any jurisdiction in which Customer's Service
Compliance Certificate has not been furnished to Supplier in a timely
manner. Customer shall defend and indemnify Supplier from any losses,
expenses, demands and claims in connection with Customer's failure to
provide Supplier with such Service Compliance Certificates. Such
indemnification includes costs and expenses (including reasonable
attorney's fees) incurred by Supplier in settling, defending or appealing
any claims or actions brought against it relating to Customer's failure to
provide such Service Compliance Certificates. Supplier shall defend and
indemnify Customer from any losses, expenses, demands and claims in
connection with Supplier's failure to provide Customer with such Service
Compliance Certificates. Such indemnification includes costs and expenses
(including reasonable attorney's fees) incurred by Customer in settling,
defending or appealing any claims or actions brought against it relating to
Supplier's failure to provide such Service Compliance Certificates.

7. GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with, and the validity and performance hereof, shall be governed by the
laws of the State of Delaware without regard to its principles of choice of
law.

8. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given as of the date of delivery,
facsimile transmission or mailing, and if mailed, first class postage
prepaid, certified or registered mail, return receipt requested to the
following persons, unless contrary instructions are given by the parties in
writing:
If to Supplier: IXC Communications Services, Inc.
1122 Capital of Texas Hwy. South
Austin, Texas 78746-6426
Attention: Contract Administration

IXC - CONFIDENTIAL 1 06/03/99
4

If to Customer: Pathnet, Inc.
1015 31st Street, NW, Suite 500
Washington, DC 20007
Attention: General Counsel__________

9. WAIVER OF BREACH OR VIOLATION NOT DEEMED CONTINUING. The waiver by either
party of a breach or violation of any provision of this Agreement shall not
operate as or be construed to be a waiver of any subsequent breach hereof.

10. BANKRUPTCY. In the event of the bankruptcy or insolvency of either party
hereto or if either party hereto shall make an assignment for the benefit
of creditors or take advantage of any act or law for relief of debtors, the
other party to this Agreement shall have the right to terminate this
Agreement without further obligation or liability on its part.

11. BUSINESS RELATIONSHIP. This Agreement shall not create any agency,
employment, joint venture, partnership, representation, or fiduciary
relationship between the parties. Neither party shall have the authority
to, nor shall any party attempt to, create any obligation on behalf of the
other party.

12. EVENTS OF DEFAULT:
A "DEFAULT" shall occur if: (a) Customer fails to make any payment required
to be made by it under this Agreement and any such failure remains
uncorrected for five (5) business days after written notice of such
failure; or (b) either party fails to perform or observe any material term
or obligation (other than making payment) contained in this Agreement, and
any such failure remains uncorrected for thirty (30) calendar days after
written notice from the non-defaulting party informing the defaulting party
of such failure.

13. INDEMNITY.

A. Each party shall indemnify, defend, release and hold harmless the other
party and all of its officers, agents, directors, shareholders,
subcontractors, subsidiaries, employees and other affiliates (collectively
"Affiliates") from and against any action, claim, court cost, damage,
demand, expense, liability, loss, penalty, proceeding or suit,
(collectively, together with related reasonable attorneys' fees; including
costs and disbursements, "Claims") imposed upon either party by reason of
damages to property or injuries, including death, as a result of an
intentional or a negligent act or omission on the part of the indemnifying
party or any of its Affiliates in connection with: (i) the performance of
this Agreement; or (ii) other activities relating to the property or
facilities which are the subject of this Agreement, whether or not the
Claims result from a sole negligent act or omission on the part of the
indemnifying party, whether the Claims result from the concurrent negligent
act or omission on the part of both parties, or whether the Claims result
from the negligent act or omission of the indemnifying party and some other
third party. In the event a Clam relates to the negligence of both
parties, the relative burden of the Claim shall be attributed equitably
between the parties in accordance with the principles of comparative
negligence.

B. In the event any action shall be brought against the indemnified party,
such party shall immediately notify the indemnifying party in writing, and
the indemnifying party, upon the request of the indemnified party, shall
assume the defense thereof on behalf of the indemnified party and its
Affiliates and shall pay all reasonable expenses and satisfy all judgments
which may be incurred by or rendered against the indemnified party or its
Affiliates in connection therewith, provided that the indemnified party
shall not be liable for any settlement of any such action effected without
its written consent.

C. Notwithstanding the termination of this Agreement for any reason, this
Section 12 shall survive such termination.

14. INSURANCE. Throughout the term of this Agreement and any extension thereof,
each party shall maintain and, upon written request, shall provide to the
other proof of adequate liability insurance:
(i) Worker's compensation insurance up to the amount of the statutory limit
in the state or states where work is to be performed;
(ii) Employer's liability insurance with a limit of not less than $200,000
per claim with an all-states endorsement;
(iii) Comprehensive general liability insurance with a limit of not less
than $1,000,000 per occurrence for bodily injury liability and property
damage liability, including coverage extensions for blanket contractual
liability, personal injury liability and products and completed operations
liability; and
(iv) Comprehensive Auto Liability insurance with a limit of not less than
$1,000,000 per accident for Bodily Injury Liability and Property Damage
Liability arising out of the ownership, maintenance or use of any vehicle
in the performance of this Agreement.

15. AUTHORIZED USE OF NAME. Without Supplier's prior written consent, Customer
shall not: (i) refer to itself as an authorized representative of Supplier
in promotional, advertising or other materials; or (ii) use Supplier's
logos, trade marks, service marks, or any variations thereof in any of its
promotional, advertising or other materials or in any activity using or
displaying Supplier's name or the Services to be provided by Supplier.
Customer agrees to change or correct, at Customer's expense, any such
material or activity which Supplier, in its sole judgment, determines to be
inaccurate, misleading or otherwise objectionable in relation to using or
marketing Supplier's services. Customer is explicitly authorized to only
use the following statements in its sales literature: (i) "Customer
utilizes the Supplier's network"; (ii) "Customer utilizes Supplier's
facilities"; (iii) "Supplier provides only the network facilities"; and
(iv) "Supplier is our network services provider". Without Customer's prior
written consent, Supplier shall not refer to Customer in any promotional
context, in any media. It is expressly understood that Supplier may refer
to Customer as may be necessary for public company reporting purposes.

16. ASSIGNMENT. Neither party hereto may assign this Agreement without the
express written consent of the other party hereto, which consent shall not
be unreasonably withheld. Notwithstanding the foregoing: (i) a security
interest in this Agreement may be granted by Supplier to any lender to
secure borrowings by Supplier or any of its

IXC - CONFIDENTIAL 2 06/03/99
5

affiliates; (ii) Supplier may assign all its rights and obligations
hereunder to any Affiliate; and (iii) any subsidiary of Supplier may assign
any amounts due from Customer under any Supplement to Supplier for billing
purposes.

17. BINDING ARBITRATION. The parties will attempt in good faith to resolve any
controversy or claim arising out of or relating to this Agreement promptly
through discussions between themselves at the operational level. In the
event a resolution cannot be reached, such controversy or claim shall be
negotiated between appointed counsel or senior executives of the parties
who have authority to settle the controversy.

The disputing party shall give the other party written notice of the
dispute. If the parties fail to resolve such controversy or claim within
thirty (30) days of the disputing party's notice, either party may seek
arbitration as set forth below.

Any controversy or claim arising out of or relating to this Agreement, or a
breach of this Agreement, shall be finally settled by arbitration in
Austin, Texas, and shall be resolved under the laws of the State of
Delaware. The arbitration shall be conducted before a single arbitrator in
accordance with the commercial rules and practices of the American
Arbitration Association then in effect, with the exception that discovery
shall be conducted in accordance with the Federal Rules of Civil Procedures
with all discovery disputes to be resolved by the arbitrator.

The arbitrator shall have the power to order specific performance if
requested. Any award, order, or judgment pursuant to such arbitration shall
be deemed final and binding and may be enforced in any court of competent
jurisdiction. The parties agree that the arbitrator shall have no power or
authority to make awards or issue orders of any kind except as expressly
permitted by this Agreement, and in no event shall the arbitrator have the
authority to make any award that provides for punitive or exemplary
damages. All such arbitration proceedings shall be conducted on a
confidential basis. The arbitrator may, as part of the arbitration award,
permit the substantially prevailing party to recover all or part of its
attorney's fees and other out-of-pocket costs incurred in connection with
such arbitration. Customer may, at its option, continue to accept what it
considers to be below-standard Services and pay the charges hereunder
relating thereto during such pendency of such arbitration, without
prejudice thereto.

18. LEGAL CONSTRUCTION. In the event one or more of the provisions contained in
this Agreement shall, for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

In the event of any conflict between the provisions of these Terms &
Conditions and the applicable Supplement and Exhibits, the conflict shall
be resolved by reference to the following order of priority of
interpretation: a) Exhibits; b) Supplement; and c) Terms & Conditions. Not
withstanding the foregoing no Exhibit requiring execution shall be binding
unless and until such Exhibit has been executed by an authorized officer of
Customer.

19. NO PERSONAL LIABILITY. Each action or claim of any party arising under or
relating to this Agreement shall be made only against the other party as a
corporation, and any liability relating thereto shall be enforceable only
against the corporate assets of such party. No party shall seek to pierce
the corporate veil or otherwise seek to impose any liability relating to,
or arising from, this Agreement against any shareholder, employee, officer
or director of the other party. Each of such persons is an intended
beneficiary of the mutual promises set forth in this Section and shall be
entitled to enforce the obligations of this Section.

20. NOTICE OF BREACH OF AGREEMENT. To be effective, written notice of any
material breach (except Payment Default) must prominently contain the
following sentences in capital letters: "THIS IS FORMAL NOTICE OF A BREACH
OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT LEGAL
CONSEQUENCES."

21. LIMITATION OF LIABILITY. Supplier's liability arising out of delays in
restoration of the Services to be provided under this Agreement or out of
mistakes, accidents, omissions, interruptions, or errors or defects in
interruption of Services, shall be subject to the limitations set forth
below and in the applicable Tariff. EXCEPT OTHERWISE PROVIDED HEREIN, IN NO
EVENT SHALL SUPPLIER BE LIABLE TO CUSTOMER OR ANY OF THE CUSTOMER'S OWN
CUSTOMERS OR ANY OTHER THIRD PARTY IN ANY RESPECT, INCLUDING, WITHOUT
LIMITATION, FOR ANY DAMAGES, EITHER DIRECT, INDIRECT, CONSEQUENTIAL,
SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR FOR ANY
LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES,
ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN TRANSMISSION, OR
DELAYS, INCLUDING THOSE WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL
AUTHORITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
OBLIGATIONS OF SUPPLIER PURSUANT TO THIS AGREEMENT; AND IN NO EVENT SHALL
SUPPLIER BE LIABLE AT ANY TIME FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE
AMOUNT IT HAS PRIOR TO SUCH TIME COLLECTED FROM CUSTOMER WITH RESPECT TO
SERVICES DELIVERED HEREUNDER. SUPPLIER MAKES NO WARRANTY TO CUSTOMER OR ANY
OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE
DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY
PURPOSE OF ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY
OTHER MATTER, ALL OF WHICH WARRANTIES BY SUPPLIER ARE HEREBY EXCLUDED AND
DISCLAIMED. For purposes of this Section, the term "Supplier" shall be
deemed to include Supplier, its shareholders, directors, officers and
employees, and any

IXC - CONFIDENTIAL 3 06/03/99
6
person or entity assisting Supplier in its performance pursuant to this
Agreement.

22. SYSTEM MAINTENANCE. In the event Supplier determines to interrupt Services
for the performance of routine system maintenance, Supplier will use
reasonable efforts to notify Customer prior to the interruption and to
conduct such maintenance during non-peak hours. In no event shall
interruption for system maintenance constitute a Failure of Performance by
Supplier.

23. MAINTENANCE & TROUBLE REPORTING. Supplier's standard fees for Customer
maintenance support services are as follows:

Maintenance services shall be defined as all work performed by Supplier on
equipment provided by or on behalf of the Customer, or supervision of the
Customer's work within Supplier's terminal facilities. Maintenance Service
charges are not billed for troubles found within that portion of a circuit
provided by Supplier. The following billing rates apply for these services:

A. [* * *] per hour ([* * *] hour minimum - if dispatch is required) Monday
through Friday during the business hours of 8:00 a.m. - 5:00 p.m. local
time, exclusive of the following holidays: New Year's Day, President's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day
after Thanksgiving and Christmas Day.

B. [* * *] per hour ([* * *] hour minimum) for overtime work done after
business hours (defined above) and/or on holidays (defined above) and/or
all day on Saturdays and Sundays.

C. As requests for maintenance services are typically made via telephone,
Supplier must be advised in writing as to the person(s) who are authorized
to request service. It is the Customer's responsibility to keep Supplier
apprised of any changes to its list of representative(s).

D. To request technical assistance and help under the maintenance services,
a call must be made to Supplier's Network Control Center at 1-800-526-2488.
This number should be used for Supplier technical assistance,
troubleshooting or testing of circuits, not for service impairment or
outages. The person calling in must be on the authorized list in order to
commit for charges for this technical assistance. If that person is not on
the list, the request cannot be accommodated.

The Network Control Center personnel will take the call, record the
caller's name and phone number along with facts concerning the assistance
and support needed. The caller will then be given the number of the
"Assistance Ticket."

Upon completion of work, this "Assistance Ticket" will be given to
Supplier's Accounting Department, and the Customer will subsequently be
billed based upon the information on that ticket. A copy will be attached
to the invoice.

Except for emergencies, Supplier's technicians cannot be dispatched unless
requests are made in accordance with the above call-out procedure.

24. SUBJECT TO LAWS. This Agreement is subject to, and Customer agrees to
comply with, all applicable federal, state and local laws, and regulations,
rulings and orders of governmental agencies, including, but not limited to,
the Communications Act of 1934, the Telecommunications Act of 1996, the
Rules and Regulations of the Federal Communications Commission ("FCC") and
state public utility or service commissions ("PSC"), tariffs and the
obtaining and continuance of any required certification, permit, license,
approval or authorization of the FCC and PSC or any governmental body,
including, but not limited to regulations applying to feature group
termination and Letter of Agencies ("LOAs").

25. FCC PERMITS, AUTHORIZATION AND FILINGS. Supplier represents and warrants
that it has taken all necessary and appropriate steps, and will continue to
take all such steps as soon as possible, to procure from the FCC the
necessary authorizations, if any, to deliver Services hereunder to
Customer and whatever approvals are necessary from any other federal or
state agency. Supplier will not voluntarily take or accede to any action,
including the filing of a tariff, that would have the effect of materially
modifying the rates contained herein without the prior written consent of
Customer.

26. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and when taken together shall
constitute one document.

27. CONFIDENTIAL INFORMATION AND NONSOLICITATION. "Confidential Information"
shall mean all information disclosed in writing by one party to the other
party which is clearly marked "CONFIDENTIAL" by the disclosing party at the
time of disclosure. "Confidential Information" shall also include certain
oral information disclosed by one party to the other party, provided that
the disclosing party designates such information as confidential at the
time of disclosure and gives recipient a written summary of such
information within five business days after the oral disclosure was made.
Notwithstanding the foregoing, all information concerning the traffic
volume/distribution of Supplier, pricing rates, and customer lists is
hereby deemed to be Confidential Information regardless of whether it is so
identified. The term "Confidential Information" does not include any
information which: (i) was already known by the receiving party free of any
obligation to keep it confidential at the time of its disclosure by the
disclosing party, (ii) becomes publicly known through no wrongful act of
the receiving party, (iii) is rightfully received from a third person
without knowledge of any confidentiality obligation, (iv) is independently
acquired or developed without violating any of the obligations under this
Agreement, (v) is disclosed to a third person by the disclosing party
without similar confidentiality restrictions on such third person rights,
or (vi) is approved for release by written authorization of the disclosing
party.

Further, the recipient may disclose Confidential Information pursuant to
any judicial or governmental

IXC - CONFIDENTIAL 4 06/03/99

7
request, requirement or order. The recipient, however, shall take
reasonable steps to give the disclosing party sufficient prior notice to
contest such request, requirement or order. Confidential Information shall
remain the property of the disclosing party, and shall be returned to the
disclosing party or destroyed upon request of the disclosing party.
Supplier may make such Confidential Information available to its lenders.

Accordingly, in the event of a breach or threatened breach of the foregoing
provisions, Supplier shall be entitled to an injunction or restraining
order, in addition to such other rights or remedies as may be available
under this Agreement, at law or in equity, including but not limited to
money damages.

28. FORCE MAJEURE. Supplier shall not be liable for any failure of performance
hereunder due to causes beyond its reasonable control, including, but not
limited to: acts of God, fire, explosion, vandalism, cable cut, storm or
other similar catastrophes; any law, order, regulation, direction, action
or request of the United States government, or of any other government,
including state and local governments having jurisdiction over either of
the parties, or of any department, agency, commission, court, bureau,
corporation or other instrumentality of any one or more of said governments
(provided that Supplier uses best efforts to prevent such government
actions, whenever possible); administrative delays by governmental
agencies; national emergencies; insurrections; riots; wars; or strikes,
lock outs, work stoppages or other labor difficulties.

29. SURVIVAL. The covenants and agreements of Customer contained in this
Agreement with respect to payment of amounts due, confidentiality and
indemnification shall survive any termination of this Agreement. The rights
and obligations under this Agreement shall survive any merger or sale of
either party and shall be binding upon the successors and permitted assigns
of each party.

30. REGULATORY. Customer is responsible for payment of, or reimbursement to
Supplier for, Universal Service Fund and Lifeline Assistance Charges
(Presubscribed line charges) set forth in the National Exchange Carrier
Association (NECA) Tariff FCC #5, sections 8.5., 8.5.2 and 17.1.4 (A) &
(B), as the same may be amended from time to time, or any successor tariffs
or sections, with respect to any Customer ANI's subscribed to Supplier and
sold to End User customers (non-carrier sales). In addition, with respect
to the Services, Customer is responsible for payment of, or reimbursement
to Supplier for: (i) telecommunication relay service charges required by
the Americans with Disabilities Act or otherwise (both federal and state);
(ii) interexchange carrier fees payable to the FCC under the Omnibus Budget
Reconciliation Act of 1993 or otherwise; (iii) payphone service provider
compensation as determined by the FCC in CC Docket No.96-128; (iv)
universal service fund charges, intraLATA compensation charges; and (v)
other federal or state fees or charges imposed on Supplier, as required by
law in connection with sales to end user customer's (non-carrier sales).
Supplier will furnish, at Customer's request, documentation to support the
fees or charges payable by Customer to Supplier pursuant to this Section
29.

Customer shall furnish to Supplier valid and appropriate tax exemption
certificates for all applicable jurisdictions (federal, state and local) in
which it performs customer billing. Customer is responsible for properly
charging tax to its subscribers and for the proper and timely reporting and
payment of applicable taxes to the taxing authorities and shall defend and
indemnify Supplier from payment and reporting of all applicable federal,
state and local taxes, including, but not limited to, gross receipts taxes,
surcharges, franchise fees, occupational, excise and other taxes (and
penalties and interest thereon), relating to the Services. Such
indemnification includes costs and expenses (including reasonable
attorney's fees) incurred by Supplier in settling, defending or appealing
any claims or actions brought against it relating to said taxes. If
Customer fails to provide and maintain the required certificates, Supplier
may charge Customer and Customer shall pay such applicable taxes.

The amounts payable by Customer under this Agreement do not include any
state and local sales or use taxes, or utility taxes, however designated,
which may be levied on the goods and services provided by Supplier
hereunder. With respect to such taxes, if applicable, Customer shall
furnish Supplier with an appropriate exemption certificate or pay to
Supplier, upon timely presentation of invoices therefore, such amounts
thereof as Supplier may be by law required to collect or pay. Any and all
other taxes, including but not limited to franchise, net or gross income,
license, occupation, and real or personal property taxes, shall be timely
paid by Supplier. Customer shall pay to Supplier any such taxes that
Supplier may be required to collect or pay.

31. OBLIGATIONS SEVERAL AND NOT JOINT. Each party shall be responsible only
for its own performance under the Agreement (including any attachments,
exhibits, schedules or addenda) and not for that of any other party.

32. AMENDMENTS. This Agreement may only be modified or supplemented by an
instrument in writing executed by each party.

IXC - CONFIDENTIAL 5 06/03/99

PRIVATE LINE SERVICE SUPPLEMENT
DIGITAL SERVICE

1. SCOPE AND RATES. Supplier shall use its best efforts (considering the needs
of its other customers) to provide Service for which a Purchase Order has
been accepted. A form of Purchase Order is attached hereto as Exhibit A.
The rates for Service are set forth in Exhibit D, unless otherwise
specified in the applicable Purchase Order. Such rates are valid for the
term of this Agreement. Supplier may thereafter change such rates, but not
for any Circuit then in service. Customer may also order the services
listed in Exhibit B, subject to availability. Supplier's On-Net City
listing is attached hereto as Exhibit C.

2. TERM. The Agreement is for a term of three (3) years commencing on the
Effective Date and shall continue through the end of the Circuit Lease Term
which is last to expire. If Service continues after such Circuit Lease
Term, the applicable rates will be equal to 100% of the rates hereunder,
and Service shall be automatically continued for automatic six (6) month
extensions, unless either party provides 30 days' notice of its desire to
discontinue such extension for the Circuit Lease Term.

3. INVOICE. Customer will be invoiced monthly for: (i) the monthly lease rate
(prorated for any partial month) for each Available Circuit; and (ii) the
charges for other services received. The first invoice shall be for the
first two months; each invoice thereafter shall be for the following month.

4. TERMINATION. Customer may terminate any Circuit upon 45 calendar days prior
written notice, provided that if termination occurs: (i) prior to the
Activation Date, Customer shall reimburse Supplier for all costs of the
implementation of such Circuit; or (ii) on or after such date Customer
shall pay: (A) all charges for Service previously rendered; and (B) the
amount due through the end of the applicable Circuit Lease Term (Supplier
shall try to re-lease such Circuit for such term, refunding to Customer the
amount so collected, if any). If Supplier fails to provide Service within
sixty (60) days of the Firm Order Commitment, Customer may, as its only
remedy, terminate the affected Circuit. If Supplier fails to cure a
material breach hereof within 10 calendar days of written notice from
Customer, Customer may terminate the affected Circuit.

5. OUTAGE CREDITS. Supplier shall give Customer a credit in accordance with
its then-current outage policy for periods in which any Circuit loses
continuity and fails to comply with applicable specifications. Such credit
shall be Customer's sole remedy with respect to such an event; provided,
however, that no such credits shall be allowed and Supplier shall not be
liable for any Service defect from causes outside its control, including
accidents, cable cuts, fires, floods, emergencies, government regulation
(provided that Supplier uses best efforts to prevent such government
regulation, wherever possible), wars, or acts of God. SUPPLIER DISCLAIMS
ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO SERVICE, INCLUDING BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE. CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT SET FORTH
HEREIN. CUSTOMER SHALL INDEMNIFY SUPPLIER FROM ANY CLAIMS MADE BY ANY
CUSTOMER OF CUSTOMER.

6. DEFINITIONS. For purposes hereof: "Available" means all necessary Supplier
equipment for a Circuit has been installed. "Activation Date" means the
date a Circuit is first made Available to Customer. "Circuit" means a DS-0,
DS-1, DS-3, OC-3 or a OC-12. "Circuit Lease Term" means the term of a
Circuit specified in the applicable Purchase Order. "Circuit Mileage" means
the length of a Circuit specified in the applicable Purchase Order. "DS-0"
means a circuit complying with TR-TSY-000333 "Switched and Special Access
Services - Transmission Parameter Limits and Interface Combinations" Issue
1, July 1990. A "DS-1" is a signal conforming to the requirements set forth
in Sections 9.3 and 10.2 of Bellcore TR-NWT-000499, Issue 5, December,
1993. A "DS-3" is a signal conforming to the requirements set forth in
Section 9.6 and 10.5 of Bellcore TR-NWT-000499, Issue 5, December, 1993. A
"Firm Order Commitment" means the written confirmation provided to Customer
which confirms the specific date that the Circuit is available to Customer.
An "OC-3" is a signal based on the SONET frame structure as specified in
Bellcore GR-253-CORE, Synchronous Optical Network (SONET) Transport
Systems: Common Criteria Physical Layer, and ANSI T1.105, Digital
Hierarchy-Optical Interface Rates and Formats Specifications. An "OC-12" is
a signal based on the SONET frame structure as specified in Bellcore
GR-253-CORE, Synchronous Optical Network (SONET) Transport Systems: Common
Criteria Physical Layer, and ANSI T1.105, Digital Hierarchy-Optical
Interface Rates and Formats Specifications. "Purchase Order" means any
Customer purchase order accepted by Supplier. "Requested Service Date"
means the date Service on a Circuit is requested to commence specified in
the applicable Purchase Order. "Service" means transmission service
provided between North American DSX standard cross-connect panels located
in Supplier's terminal locations.

IXC - CONFIDENTIAL 1 06/03/99

9
EXHIBIT A

[FORM OF PURCHASE ORDER/MARKET SERVICE ORDER]
10
EXHIBIT B
PRIVATE LINE SERVICE ANCILLARY PRICING

[ * * * ]
11
EXHIBIT C

On Net City Listing for Private Line

[ * * * ]
12
EXHIBIT D

Private Line Pricing

[ * * * ]
13
Exhibit E

Taxes on Telecommunications Service

[ * * * ]
14
AMENDMENT NO. 1 TO IXC
MASTER SERVICE AGREEMENT

[IXC COMMUNICATIONS LOGO]

This Amendment No. 1 to the Master Service Agreement is made and entered into
by and between IXC COMMUNICATIONS SERVICES, INC., a Delaware corporation with
its principal place of busines at 1122 Capital of Texas Hwy. South, Austin,
Texas 78746-6426 ("Supplier"), and PATHNET, INC., a Delaware corporation with
its principal place of business at 1015 31st Street Northwest, Suite 500,
Washington DC 20007 ("Customer").

For purposes of this Amendment, the rates, terms and conditions set forth
herein shall become effective on the first day of the next IXC billing cycle
following the last date of execution below (the "Amendment Effective Date").

This Amendment is made with reference to the following facts:

A. Customer and Supplier are parties to that certain Master Service
Agreement dated as of June 17, 1999 (the "Agreement").

B. The parties desire to amend the Agreement pursuant to the terms set
forth below.

TERMS OF AMENDMENT

Accordingly, in consideration of the mutual promises set forth below, the
parties agree as follows:

1. Exhibit D -- Private Line Pricing, shall be modified and reinstated
with Exhibit D, Private Line Pricing, attached hereto.

2. The following shall be added in its entirety as Section 33, Year 2000
Compliance, to the Master Service Agreement Terms and Conditions:

33. YEAR 2000 COMPLIANCE. Each party represents that its Services will
operate on and after January 1, 2000, in the same manner, and with the
same functionality, as the Services would and do on or before December
31, 1999. Each party represents that its monitoring and maintenance
capabilities accommodate the four-digit data field requirement for the
year 2000 and beyond and will lose no functionality with respect to
the introduction of records containing dates falling on or after
January 1, 2000.

3. Section 6, Definitions, of Private Line Service Supplement shall be
modified and reinstated as follows:

6. DEFINITIONS. For purposes hereof: "Activation Date" means the date a
Circuit is first made Available to Customer. "Available" means all
necessary Supplier equipment for a Circuit has been installed.
"Circuit" means a DS-0, DS-1, DS-3, OC-3, OC-12 or an OC-48. "Circuit
Lease Term" means the term of a Circuit specified in the applicable
Purchase Order. "Circuit Mileage" means the length of a Circuit
specified in the applicable Purchase Order. "DS-0" means a circuit
complying with TR-TSY-000333 "Switched and Special Access Services -
Transmission Parameter Limits and Interface Combinations" Issue 1, July
1990. A "DS-l" is a signal conforming to the requirements set forth in
Sections 9.3 and 10.2 of Bellcore TR-NWT-000499, Issue 5, December
1993. A "DS-3" is a signal conforming to the requirements set forth in
Section 9.6 and 10.5 of Bellcore TR-NWT-000499, Issue 5, December 1993.
"FOC" means Firm Order Confirmation, the form Supplier submits to
Customer indicating the date that an ordered Circuit will be activated.
An "OC-3c" is a signal based on the SONET frame structure as specified
in Bellcore GR-253-CORE, Synchronous Optical Network (SONET) Transport
Systems: Common Criteria Physical Layer, and ANSI T1.105, Digital
Hierarchy- Optical Interface Rates and Formats Specifications. An
"OC-12c" is a signal based on the SONET frame structure as specified in
Bellcore GR-253-CORE, Synchronous Optical Network (SONET) Transport
Systems: Common Criteria Physical Layer, and ANSI TI.105, Digital
Hierarchy-Optical Interface Rates and Formats Specifications. An
"OC-48c" is a signal based on the SONET frame structure as specified in
Bellcore GR-253-CORE, Synchronous Optical Network (SONET) Transport
Systems: Common Criteria Physical Layer, and ANSI T1.105, Digital
Hierarchy-Optical Interface Rates and Formats Specifications. "On-Net"
means a Circuit(s) provided on Supplier's network between two cities.
"Purchase Order" means any Customer purchase

IXC-CONFIDENTIAL IXC CONTRACT NO. 7188 PAGE 1 OF AMENDMENT NO.1 TO MSA 08/12/99

order accepted by Supplier. "Requested Service Date" means the date
Service on a Circuit is requested to commence specified in the
applicable Purchase Order. "Service" means transmission service
provided between North American DSX standard cross-connect panels
located in Supplier's terminal locations or when provided via IXC LDX
Optical cross-connect panels located in Supplier's terminal locations.

4. Section 7, Billing Commencement Date, below shall be added in its
entirety to the Private Line Service Supplement:

7. BILLING COMMENCEMENT DATE. If Circuit is made available prior to the
FOC date, billing shall commence on the Circuit Activation Date after
Customer has tested and accepted Circuit, or on the scheduled FOC
date, provided Circuit has been made available to Customer. In no
event shall billing commence prior to the FOC date without Customer
acceptance.

5. All other terms and conditions, provisions, supplements and exhibits
of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
last written below.

IXC COMMUNICATIONS SERVICES, INC. PATHNET, INC.

BY: /s/ DAVE HUGHART BY: /s/ MICHAEL A LUBIN
------------------------------- -------------------------------

NAME: Dave Hughart NAME: MICHAEL A LUBIN
----------------------------- -----------------------------

TITLE: President, Sales TITLE: Vice President
---------------------------- ----------------------------

DATE: 8/26/99 DATE: 8/19/99
----------------------------- -----------------------------

FULL BUSINESS ADDRESS: FULL BUSINESS ADDRESS:
1122 CAPITAL OF TEXAS HWY. SOUTH 1015 31st STREET NORTHWEST, SUITE 500
AUSTIN, TEXAS 78746-6426 APPROVED AS TO FORM WASHINGTON DC 20007
TELEPHONE: 512-427-3700 LEGAL DEPT. TELEPHONE: 202-625-7284 OR 202-295-3988
FACSIMILE: 512-328-7902 FACSIMILE: 202-625-7368
BILLING CONTACT: BILL COTTA
TELEPHONE: 202-295-3100

IXC-CONFIDENTIAL IXC CONTRACT NO. 7188 PAGE 2 OF AMENDMENT NO. 1 TO MSA 08/12/99

16
EXHIBIT D

Private Line Pricing

[ * * * ]
17

[IXC COMMUNICATIONS LOGO] AMENDMENT NO.2 TO IXC
MASTER SERVICE AGREEMENT

This Amendment No. 2 to the Master Service Agreement is made and entered into
by and between IXC COMMUNICATIONS SERVICES, INC., a Delaware corporation with
its principal place of business at 1122 Capital of Texas Hwy. South, Austin,
Texas 78746-6426 ("Supplier"), and PATHNET, INC, a Delaware corporation with its
principal place of business at 1015 31st Street Northwest, Suite 500,
Washington DC 20007 ("Customer").

This Amendment is made with reference to the following facts:

A. Customer and Supplier are parties to that certain Master Service
Agreement dated as of June 17, 1999 and subsequent Amendment No. 1 dated August
26, 1999 (as amended, the "Agreement").

B. The parties desire to amend the Agreement pursuant to the terms set
forth below.

TERMS OF AMENDMENT

Accordingly, in consideration of the mutual promises set forth below, the
parties agree as follows:

1. Exhibit B, Private Line Service Ancillary Page, shall be replaced in
its entirety with Exhibit B, Private Line Service Ancillary Page, attached
hereto.

2. Exhibit D, Private Line Pricing, shall be replaced in its entirety with
Exhibit D, Private Line Pricing, attached hereto.

3. All other terms and conditions, provisions, supplements and exhibits
of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date last
written below.

IXC COMMUNICATIONS SERVICES, INC. PATHNET, INC.

BY: /s/ DAVID HUGHART BY: /s/ MICHAEL A LUBIN
------------------------------- -------------------------------

NAME: David Hughart NAME: MICHAEL A LUBIN
----------------------------- -----------------------------

TITLE: President-Sales TITLE: Vice President
---------------------------- ----------------------------

DATE: 10/13/99 DATE: 10/8/99
----------------------------- -----------------------------

IXC-CONFIDENTIAL IXC CONTRACT NO. 7188 PAGE 1 OF AMENDMENT NO. 2 TO MSA 09/29/99
18
EXHIBIT B

Private Line Services Ancillary Pricing

[ * * * ]
19
EXHIBIT D

Private Line Service Rates

[ * * * ]