Exhibit 10.28


                   MAINTENANCE AND PROVISIONING SERVICES AGREEMENT

     This MAINTENANCE AND PROVISIONING SERVICES AGREEMENT (the "Maintenance
Agreement" or "Agreement") is made and entered into as of the 26th day of
June, 1998 (the "Effective Date"), by and between PATHNET, INC. (hereinafter 
"Pathnet"), a Delaware corporation, having its principal place of business at 
1015 31st Street, NW, Washington, D.C., 20007, and TEXACO PIPELINE, INC. 
(hereinafter, "Texaco"), a Delaware corporation having a place of business at 
1670 Broadway, Denver, Colorado 80202 (collectively, the "Parties" and each, a 
"Party").

                                 W I T N E S S E T H:

     WHEREAS, Pathnet is engaged in the business of creating high-capacity,
digital microwave communications systems for purposes of marketing the long
distance telecommunications capacity created by such systems;

     WHEREAS, Texaco and Pathnet have entered into a Fixed Point Microwave
Services Agreement pursuant to which, among other things, Pathnet has agreed to
construct and install a high-capacity digital microwave system utilizing
Texaco's microwave telecommunications facilities;

     WHEREAS, Pathnet wishes to engage the services of Texaco to provide
preventative and remedial maintenance and provisioning services on the Equipment
and System and to maintain the System at a minimal level of acceptability to
ensure overall effective operations;

     WHEREAS, Texaco wishes to perform Maintenance and Circuit Provisioning for
such System for Pathnet;

     WHEREAS, Pathnet wishes to perform network management, dispatch and
maintenance support functions for the System;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties agree as follows:

1.   DEFINITIONS:

     1.1  CERTAIN DEFINITIONS

          1.1.1     "AFFILIATE" shall be as defined in the FPM Agreement.

          1.1.2     "BUILD-OUT PERIOD" shall be as defined in the FPM Agreement.

          1.1.3     "CIRCUIT PROVISIONING" shall mean the process of adding
          additional circuits to the System, and shall include installation of
          wiring, circuit pack placement and coordinated testing to ensure that
          such additional circuitry meets all technical operating services
          standards.


                                           


          1.1.4     "COMMISSIONING" shall be as defined in the FPM Agreement.  

          1.1.5     "CRITICAL SERVICE LEVELS" shall mean the service levels and
          standards of operations set forth in Schedule B attached hereto and
          incorporated herein.  

          1.1.6     "DISPATCH CHARGE" shall mean the dispatch fee for Circuit
          Provisioning paid by Pathnet to Texaco upon successful completion of a
          Circuit Provisioning dispatch, as more particularly described in
          Schedule C attached hereto and incorporated herein.

          1.1.7     "EQUIPMENT" shall mean the equipment described in Schedule D
          attached hereto and incorporated herein, as amended from time-to-time.

          1.1.8     "FACILITIES" shall be as defined in the FPM Agreement.

          1.1.9     "FIELD TECHNICIAN" shall mean Texaco's employees, agents or
          subcontractors certified by Pathnet to provide Services pursuant to
          the procedures described in Schedule G attached hereto and
          incorporated herein, as such standards may be modified from time to
          time.  

          1.1.10    "FORCE MAJEURE" shall mean an event defined in Section 14.3
          of this Maintenance Agreement.

          1.1.11    "FPM AGREEMENT" shall mean the Agreement to Create and
          Manage a High Capacity Telecommunications System by and between
          Pathnet and Texaco executed by Texaco on May 21, 1997.

          1.1.12    "IXC" shall mean a telephone company that is permitted to
          provide long distance telephone service between local access transport
          areas. 

          1.1.13    "LOSSES" shall mean all losses, liabilities, damages and
          claims, and all related costs and expenses, including reasonable legal
          fees and disbursements and costs of investigation, litigation,
          settlement, judgment, interest and penalties.  

          1.1.14    "MAINTENANCE" shall mean the ongoing and scheduled
          inspections, ongoing and scheduled repair, ongoing and scheduled
          prevention of repair, and unscheduled, on-call corrective action of
          any and all Equipment necessary for the System to operate in
          accordance with this Maintenance Agreement and its Schedules.

          1.1.15    "MAINTENANCE AND PROVISIONING TEST EQUIPMENT" shall mean all
          equipment used or owned (including methods and tools) in connection
          with the testing and maintenance of the Equipment and System in
          accordance with the Performance Standards of this Maintenance
          Agreement and its Schedules.

          1.1.16    "MONTHLY SERVICE CHARGES" shall mean the charges to be paid
          by Pathnet to Texaco hereunder, including any charges for Preventive
          Maintenance,


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          Remedial Maintenance and Circuit Provisioning, as more fully described
          in Section 5 of this Maintenance Agreement and Schedule C, attached
          hereto.

          1.1.17    "NETWORK OPERATING CENTER" shall mean the center established
          by Pathnet to monitor Texaco's System and other Systems comprising the
          Pathnet network.

          1.1.18    "NON-TEXACO SITE" shall mean Sites not owned or leased by
          Texaco and not located at Texaco's Facilities.

          1.1.19    "OUTAGE" shall mean an unscheduled interruption in
          telecommunications services on the System, including any period of ten
          (10) consecutive Severely Errored Seconds (as defined in Schedule B
          attached hereto).

          1.1.20    "PASS-THROUGH EXPENSES" shall mean Texaco's reasonable and
          actual out-of-pocket expenses that are required to be reimbursed by
          Pathnet hereunder and that are incurred by Texaco for Services
          required to operate the System but are not accounted for in the
          payments to Texaco pursuant to this Agreement. Pass-Through Expenses
          shall not include late fees and interest on payments.

          1.1.21    "PATH" shall be as defined in the FPM Agreement. 

          1.1.22    "PERFORMANCE STANDARDS" shall mean individually and
          collectively the quantitative and qualitative performance standards
          and commitments for the services contained in this Maintenance
          Agreement, including, but not limited to, the Critical Service Levels.

          1.1.23    "PERSON" shall mean an individual or a corporation,
          partnership, limited liability company, trust, incorporated or
          unincorporated association, joint venture, joint stock company, or
          other entity of any kind or any governmental authority.

          1.1.24    "PREVENTIVE MAINTENANCE" shall mean the ongoing and
          scheduled Maintenance required for the normal operations of the
          Equipment and System, as more fully described in Schedule A attached
          hereto and incorporated herein.

          1.1.25    "REMEDIAL MAINTENANCE" shall mean the unscheduled, on-call
          Maintenance required to correct a situation adversely affecting the
          System. 

          1.1.26    "REMEDIAL MAINTENANCE SITUATION" or "RMS" shall mean a
          situation requiring Remedial Maintenance.  Remedial Maintenance
          Situations are generally divided into Tier One, Tier Two and Tier
          Three, based upon the severity and priority of the situation.  

          1.1.27    "RESPONSE TIME SCHEDULE" shall mean the schedule describing
          Remedial Maintenance Response Time attached as Schedule A-2 to
          Schedule A and incorporated herein.  


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          1.1.28    "SEGMENT" shall be as defined in the FPM Agreement.

          1.1.29    "SERVICES" shall be as defined in Section 3 of this
          Maintenance Agreement and Schedule A attached hereto.

          1.1.30    "SITE" shall be as defined in the FPM Agreement.

          1.1.31    "STOCKING DEPOT" shall mean an enclosed and reasonably
          protected storage facility or mobile vehicle required for housing the
          Spare Parts inventory, including the facilities described in Schedule
          E-1, attached hereto.

          1.1.32    "SYSTEM" shall be as defined in the FPM Agreement.

          1.1.33    "TIER ONE RMS" shall include (i) an Outage; (ii) repeated or
          continuous performance of the System below Critical Service Levels;
          and (iii) a situation that, if not corrected within the Tier One time
          frames set forth in the Response Schedule, would likely lead to an
          Outage or repeated or continuous performance of the System below
          Critical Service Levels.  

          1.1.34    "TIER TWO RMS" shall include (i) a situation that causes or
          could cause transmission traffic to be switched to the protection
          radio channel; (ii) a situation that results or could result in a
          failure in the protection radio channel that makes it unavailable for
          traffic; (iii) isolated or non-continuous performance of the System
          below Critical Service Levels; and (iv) a situation that, if not
          corrected within the Tier Two time frames set forth in the Response
          Time Schedule, would likely lead to an Outage or repeated or
          continuous performance of the System below Critical Service Levels.  

          1.1.35    "TIER THREE RMS" shall include situations that have no
          immediate adverse affect on the System, and are not likely to
          adversely affect the System within the near future, but should be
          corrected as soon as commercially practical. 

          1.1.36    "TROUBLE TICKET" shall mean a tracking ticket generated by
          the Network Operating Center describing a System event that requires
          Service, including a Remedial Maintenance Situation.  A Trouble Ticket
          is deemed "Dispatched" upon delivery to Texaco by e-mail, telecopier,
          hand delivery or, if none of the foregoing is feasible, by verbal
          communication followed by delivery by one of the foregoing methods.  

          1.1.37    "WORK ORDER" shall mean an order for Circuit Provisioning
          sent by e-mail or by facsimile by Pathnet to Texaco.


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     1.2  OTHER TERMS

     Capitalized terms used in this Maintenance Agreement but not defined herein
     shall have the definitions set forth in the FPM Agreement unless the
     context dictates otherwise.  References herein to Schedules are to the
     Schedules attached to this Maintenance Agreement unless otherwise
     specified.  Other Terms used in this Maintenance Agreement not explicitly
     defined are defined by the context in which they are used.

2.   TERM

     2.1  TERM

     The term of this Maintenance Agreement shall commence upon Commissioning,
     shall continue for one (1) year thereafter (the "Term"), and, subject to
     the provisions of Section 7.2 and Article 9 hereof, shall automatically
     renew for successive one (1) year Terms, provided that either party may
     terminate this Agreement effective upon any anniversary of Commissioning by
     delivering written notice to the other at least one hundred twenty (120)
     days prior to such anniversary.  and shall expire on the first anniversary
     of such date (the "Term"). Notwithstanding the foregoing, this Maintenance
     Agreement shall automatically terminate upon expiration or termination of
     the FPM Agreement.  Subject to the terms of Section 3.1.3 below, Texaco's
     obligation to provide Services, and Pathnet's obligation to pay Monthly
     Service Charges and to provide the services required hereunder shall
     commence as to each Segment upon the Commissioning of such Segment.  The
     Commissioning shall occur as agreed upon by Pathnet and Texaco pursuant to
     the acceptance procedures of the FPM Agreement, as set forth in Schedule H,
     attached hereto. 


3.   SERVICES

     3.1  PROVISION OF SERVICES

          3.1.1     GENERAL.  Texaco shall provide the following Maintenance and
          Circuit Provisioning services, functions and responsibilities on the
          Equipment and at the Facilities, as such Facilities and Equipment may
          evolve or be supplemented, enhanced, modified or replaced during the
          Term (the "Services"):

               (a)  Preventive Maintenance as described in Schedule A hereto; 

               (b)  Remedial Maintenance as described herein;

               (c)  Circuit Provisioning as described in Schedule A hereto;

               (d)  the services, functions and responsibilities performed
               during the twelve (12) months preceding the Effective Date, by or
               on behalf of Texaco, on those portions of Texaco's existing
               microwave network that are or will be included in the


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               System, even if such service, function or responsibility is not
               specifically described in this Maintenance Agreement.

          3.1.2     IMPLIED SERVICES.  If any services, functions or
          responsibilities not specifically described in this Maintenance
          Agreement are required for the proper performance and provision of the
          Services, they shall be deemed to be implied by and included within
          the scope of the Services to be provided by Pathnet and/or Texaco, as
          applicable to the same extent and in the same manner as if
          specifically described in this Agreement.  Except as otherwise
          expressly provided in this Maintenance Agreement, Texaco shall be
          responsible for providing the facilities, personnel and other
          resources required to perform the Services.


     3.2  TIMING OF SERVICES

          3.2.1     PREVENTIVE MAINTENANCE.  Texaco shall perform Preventive
          Maintenance on the schedule set forth in Schedule A.

          3.2.2     REMEDIAL MAINTENANCE.  Texaco shall commence Remedial
          Maintenance upon Dispatch of a Trouble Ticket (provided that Texaco
          shall also perform Remedial Maintenance promptly upon its knowledge of
          a Remedial Maintenance Situation), and shall complete such Remedial
          Maintenance as promptly as practical, and in any event, within the
          time periods set forth in the Response Time Schedule.  Texaco shall be
          deemed to have successfully completed a task of Remedial Maintenance,
          and Pathnet will close any Trouble Ticket, upon Pathnet's receipt of
          satisfactory confirmation that Texaco has restored operations to the
          System in accordance with all applicable Performance Standards and/or
          has corrected the Remedial Maintenance Situation.  Attached as Exhibit
          A-1 to Schedule A is a list of Texaco's personnel who will be
          performing Remedial Maintenance.

          3.2.3     CIRCUIT PROVISIONING.  Texaco shall commence Circuit
          Provisioning as scheduled by a Work Order, and shall complete such
          Circuit Provisioning as promptly as practical.  Pathnet shall endeavor
          to issue Work Orders only between 8:00 a.m. and 5:00 p.m., Monday
          through Friday, excluding federal holidays, provided, however, Texaco
          acknowledges that, due to the specific requirements of Pathnet's
          customers, Work Orders may be issued, and Circuit Provisioning may be
          required, at other times.

          3.2.4     LIMITATION.  Notwithstanding the foregoing, Texaco shall not
          be responsible for failure of the System to meet Performance Standards
          or Critical Service Levels to the extent due to the inadequacy of the
          System design or the fact that such Standards and Levels exceed the
          manufacturer's design specifications for the Equipment.

     3.3  SERVICES EXCLUSIONS



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          3.3.1     TOWERS AND SHELTERS.  This Maintenance Agreement does not
          specify maintenance obligations for the Facilities themselves,
          including any towers, tower lighting, or the satisfaction of any FCC
          or FAA tower regulatory requirement or equipment shelter, each of
          which Texaco shall maintain or satisfy outside the scope of the
          Services as provided in the FPM Agreement.

          3.3.2     OTHER EXCLUSIONS.  In the event that telephone lines,
          equipment or interconnections provided by or required by third parties
          are used in conjunction with the Equipment, such equipment shall, upon
          request by Pathnet, be incorporated into the Equipment and Texaco
          shall provide Services as to such equipment, provided that Pathnet
          shall adjust the Monthly Service Charge pursuant to Section 5.4 of
          this Maintenance Agreement to reflect such additional Services. 

4.   EQUIPMENT; SPARE PARTS; FACILITIES 

     4.1  EQUIPMENT

     The Equipment on which Texaco shall perform the Services is set forth in
     Schedule D, and Schedule D may be amended from time to time as such
     Equipment may change or may be replaced, modified, or enhanced over time;
     provided that Pathnet shall provide written notice to Texaco of any such
     amendment.  In the event of a Capacity Expansion under the FPM Agreement,
     Pathnet shall supplement and modify Schedule D to include any additional
     Equipment required for such Capacity Expansion.  

     4.2  SPARE PARTS; REPLACEMENT EQUIPMENT

          4.2.1     SPARE PARTS.  Pathnet shall provide and Texaco shall store
          Spare Parts for the Equipment at Stocking Depots in the type and
          quantity as set forth in Schedule E, attached hereto and incorporated
          herein, provided that Texaco may supplement the Spare Parts beyond
          Texaco's designated allocation of Spare Parts at its sole discretion. 
          Texaco shall store such Spare Parts at appropriate Stocking Depots to
          allow for a response within the time parameters set forth in the
          Response Time Schedule and Schedule A.  Pathnet, through the Network
          Operating Center, and Texaco, shall identify Texaco modules or Spare
          Parts necessary to expedite any required repairs.  Texaco shall
          utilize the modular exchange program that Pathnet has established in
          order to maintain an adequate inventory of Spare Parts.  Texaco shall
          be responsible for notifying Pathnet promptly of any shortages in type
          or quantities of Spare Parts required to meet Texaco's obligations
          under this Maintenance Agreement. Spare Parts shall be shipped in
          accordance with the Spare Parts shipping procedures set forth in
          Schedule G, attached hereto.

          4.2.2     REPLACEMENT EQUIPMENT.  At its sole discretion, Pathnet may
          replace any existing Equipment, provided that such replacement
          Equipment does not degrade the performance of the Initial System. 
          Upon reasonable notice to Texaco that any such Equipment requires
          replacing, Texaco shall be responsible for providing the labor and
          other associated costs of installing any such Equipment, in which
          event


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          Monthly Services Charges shall, if necessary, be adjusted as set forth
          in Section 5.4 of this Maintenance Agreement.

     4.3  FACILITIES

     Texaco shall be responsible for performing the Services at the Facilities
     described in Schedule B to the FPM Agreement, , and such Schedule B may be
     amended from time to time as such Facilities are added to the System. In
     the event of a Capacity Expansion under the FPM Agreement, Pathnet shall
     supplement and modify Schedule B of the FPM Agreement  to include any
     additional Facilities required for such Capacity Expansion.  

5.   CHARGES

     5.1  GENERAL

     All Monthly Services Charges to be paid by Pathnet to Texaco pursuant to
     this Maintenance Agreement are set forth in this Section 5 or in Section
     2.1 of Schedule C, attached hereto.  Pathnet shall not be required to pay
     Texaco any amounts for the Services in addition to those payable to Texaco
     under this Section 5 or Schedule C, except as provided for in Section 2.2
     of Schedule C.

     5.2  PASS-THROUGH EXPENSES

     Upon presentment to Pathnet of an original invoice showing Pass-Through
     Expenses incurred, Pathnet shall pay such Pass-Through Expenses directly to
     the payee or shall reimburse Texaco for Pass-Through Expenses paid by
     Texaco. 

     5.3  TAXES

     Each Party shall be responsible for any personal or real property taxes on
     property it owns, for franchise and privilege taxes on its business, and
     for taxes based on its net income or gross receipts.  As to leased
     property, the party with the superior leasehold interest shall be
     responsible for all taxes owing in connection with such leased property. 

     5.4  NEW SERVICES

     Pathnet shall pay Texaco for the performance of any services requested by
     Pathnet and agreed to by Texaco that are not included in the Services. 
     Pathnet shall pay for such new services as agreed upon by the Parties based
     on the procedures set forth in Section 2.4 of Schedule C, and thereafter,
     the Services shall include such new services.  Such new Services may
     include, without limitation:  (i) performance of maintenance services at
     the interconnection facilities between Pathnet's network and the System,
     and (ii) any other services not included in the Services as defined in this
     Maintenance Agreement. 

6.   INVOICING AND PAYMENT


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Promptly after the expiration of each calendar quarter, Texaco shall send
Pathnet an invoice covering the Dispatch Charges, Monthly Service Charges,
Pass-Through Expenses and fees for new Services for the prior three months'
Services.  Subject to Section 7.2.1, Pathnet shall pay the amount of each
quarterly invoice within thirty (30) days after receipt by Pathnet.  Any and all
disputes with regard to charges payable under this Maintenance Agreement shall
be settled in accordance with Section 15 of this Agreement.

7.   PERFORMANCE STANDARDS 

     7.1  GENERAL

     Texaco shall perform the Services at a level of accuracy, quality,
     completeness, timeliness, responsiveness and efficiency sufficient to
     attain the Performance Standards identified in this Maintenance Agreement
     and its Schedules and otherwise as consistent with industry standards.

     7.2  FAILURE TO PERFORM

          7.2.1     Texaco recognizes that its failure to (i) conduct
          Preventative Maintenance such that the System, at all times, operates
          at or above all Critical Service Levels, (ii) timely respond to a
          Remedial Maintenance Situation, or (iii) perform Circuit Provisioning
          as scheduled in any Work Order, may have a material adverse impact on
          the business and operations of Pathnet.  Accordingly, in the event
          that Texaco repeatedly fails to timely perform any of the foregoing as
          required hereunder for reasons other than circumstances that
          constitute Force Majeure under this Maintenance Agreement, Pathnet, at
          its sole discretion, may elect (i) to not renew this Maintenance
          Agreement, (ii) to supplement the provision of Services as provided by
          Texaco by appointing a new Maintenance provider, and/or (iii) to
          suspend payment of the Monthly Services Charges.

          7.2.2     In the event of any situation affecting the operation of the
          System (including, without limitation, a Remedial Maintenance
          Situation), Texaco shall (i) investigate and report to Pathnet the
          causes of such situation; (ii) advise Pathnet of the status of
          remedial efforts being undertaken with respect to such problems; (iii)
          correct the problem as soon as practical and restore the System's
          operation to the Critical Service Levels; and (iv) take appropriate
          preventive measures after consultation with Pathnet so that the
          problem does not recur.

          7.2.3     Pathnet and its designees shall have the right to free, full
          and immediate access to any and all affected Facilities to repair,
          replace, update, or otherwise modify the Equipment or System and to
          supplement the Services (including provisioning or other Services
          required to operate the Pathnet network); provided such supplemental
          Maintenance will not degrade the operation of the Initial System below
          Critical Service Levels.  Upon Pathnet's prior notification, Texaco
          shall reasonably cooperate with Pathnet or its designee, including
          providing any escorts necessary for Pathnet to supplement the
          Services.


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          7.2.4     In the event (i) this Agreement is terminated by either
          party, or either party elects not to renew this Agreement, or (ii)
          Pathnet supplements the Services with another Maintenance Provider,
          Texaco shall have the right to continue to maintain the Initial System
          at Texaco's sole expense, so long as such maintenance shall not
          degrade the operation of the System or impact Pathnet's ability to
          maintain the System. 

8.   PERIODIC REVIEWS; AUDIT RIGHTS; SAVINGS CLAUSE

     8.1  REVIEWS

          8.1.1     ANNUAL REVIEW.  As part of the annual renewal of this
          Maintenance Agreement, Pathnet and Texaco may review the Critical
          Service Levels and the Monthly Service Charges paid to Texaco. 
          Pathnet and Texaco shall mutually agree to make adjustments to the
          Critical Service Levels, as appropriate, to reflect (i) improved
          performance capabilities associated with advances in technology and
          methods to perform the Services and (ii) modifications in the
          performance requirements of Pathnet's customer.  The Parties expect
          and understand that the Critical Service Levels may be made more
          demanding over time provided that Texaco shall not be responsible for
          failure of the System to meet Performance Standards or Critical
          Service Levels to the extent due to the inadequacy of the System
          design or the fact that such Standards and Levels exceed the
          manufacturer's design specifications for the Equipment.  Pathnet and
          Texaco shall mutually agree to make adjustments pursuant to Schedule C
          to the Monthly Service Charges to reflect the material changes in the
          performance of the Services in accordance with any such revised
          Critical Service Levels.

          8.1.2     MAINTENANCE AND PROVISIONING TEST EQUIPMENT.  Texaco shall
          obtain and utilize the necessary measurement and monitoring tools and
          procedures, including, but not limited to, the Maintenance and
          Provisioning Test Equipment as set forth in Exhibit E-2 to Schedule E
          and other equipment necessary to measure and to report operational
          performance of the System against the applicable Critical Service
          Levels.  Such measurement and monitoring tools and equipment shall
          permit reporting at a level of detail sufficient to verify compliance
          with Critical Service Levels and shall be subject to Pathnet's
          reasonable approval.  Upon request by Pathnet, Texaco shall provide
          Pathnet with information and access to such tools and procedures for
          purposes of verification.

     8.2  AUDIT AND INSPECTION RIGHTS

          8.2.1     Texaco shall complete the information required by the
          Trouble Ticket process, recording the date and description of Services
          performed, the occurrence of any Remedial Maintenance Situations, and
          the appropriate actions taken to restore service. 

          8.2.2     Pathnet shall have the right to inspect the Facilities,
          Equipment and Circuit Provisioning at any time upon reasonable notice
          to Texaco and to supplement the Services during Pathnet's inspection,
          provided Pathnet complies with any and all 


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          Texaco safety and security procedures.

     8.3  SAVINGS CLAUSE

     Notwithstanding anything to the contrary contained herein, neither Party's
     failure to perform any of its responsibilities set forth in this Agreement
     (other than as provided in Section 9.1.2) shall not be deemed to be grounds
     for non-performance by the other; provided, however, that either Party's
     non-performance of its obligations under this Agreement shall be excused
     if, and to the extent, (i) such Party is unable to perform Services,
     despite commercially reasonable efforts to perform, directly as a result of
     the other Party's failure to perform its obligations hereunder, and (ii)
     the Party unable to perform provides the other  Party with reasonable
     notice of any such inability . 

9.   TERMINATION 

     9.1  TERMINATION FOR CAUSE

          9.1.1     In the event that Texaco:  (i) commits a material breach of
          this Maintenance Agreement, which breach is not cured within thirty
          (30) days after notice of breach from Pathnet to Texaco or (ii)
          commits multiple breaches of its duties or obligations which, in the
          commercially reasonable judgment of Pathnet, collectively constitute a
          material breach of this Maintenance Agreement, Pathnet may, by giving
          reasonable written notice to Texaco, terminate this Maintenance
          Agreement as of the date specified in the notice of termination. 

          9.1.2     In the event that Pathnet fails:  (i) to pay Texaco any
          undisputed charge due under this Agreement totaling at least Five
          Thousand ($5,000) Dollars and fails to make such payment within
          forty-five (45) days of notice from Texaco of Pathnet's failure to
          make such payment or (ii) to fulfill any other obligation of Pathnet
          hereunder, and such failure continues for a period of thirty (30) days
          after written notice from Texaco to Pathnet of such failure, Texaco
          may, by giving written reasonable notice to Pathnet, terminate this
          Maintenance Agreement as of the date specified in the notice of
          termination.

     9.2  ELECTION NOT TO RENEW

     Texaco may elect not to renew this Maintenance Agreement for any reason by
     giving Pathnet at least one-hundred and twenty (120) days prior written
     notice before the end of the Term of this Maintenance Agreement indicating
     that Texaco will not renew this Maintenance Agreement.  In such event,
     Pathnet or its designees may elect to supplement or perform the Services,
     or such additional Services as may be necessary to maintain and operate the
     System as provided hereunder.  

     9.3  TERMINATION OR EXPIRATION ASSISTANCE

     In the event that (i) either party terminates or elects not to renew this
     Maintenance Agreement, or (ii) this Maintenance Agreement expires, Pathnet
     shall propose and


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     Texaco shall approve, which approval shall not be unreasonably withheld, a
     third-party, independent Maintenance and Circuit Provisioning provider, at
     least forty-five (45) days before termination or expiration of this
     Agreement to provide the Services at Texaco's Facilities.  Such independent
     Maintenance and Circuit Provisioning provider shall provide the services
     and assume the obligations of Texaco hereunder for any successive terms
     coterminous with the remaining term of the FPM Agreement, unless such
     provider is replaced by Pathnet before the expiration of the term of this
     Maintenance Agreement or any extension thereof.  Texaco will cooperate with
     such provider to enable it to perform its duties, providing such Site
     access, documentation and information as may be reasonably necessary.  Upon
     termination for any reason or expiration or non-renewal of this Maintenance
     Agreement, Pathnet and its designees shall have the right to full and free
     access to all Facilities to supplement or perform the Services as required
     hereunder.

10.  RELATIONSHIP OF THE PARTIES

Nothing in this Maintenance Agreement will imply a joint venture, partnership,
or principal-agent relationship between the Parties.  Neither Party will have
any right, power or authority to act or create any obligation, express or
implied, on behalf of the other Party, pursuant to this Maintenance Agreement.

11.  PROPRIETARY RIGHTS AND COPYRIGHTS

     11.1 Maintenance software, training materials, manuals or other proprietary
     information furnished by Pathnet ("Maintenance Aids") for Texaco's use are
     either Pathnet's property or property of third parties. Texaco shall
     respect such proprietary rights and shall not use such Maintenance Aids
     except for the purposes for which such Aids are being made available as set
     forth in this Agreement and shall not reproduce, print, sublicense,
     duplicate, reverse engineer, distribute, disclose, or otherwise make the
     Maintenance Aids available to any third party, in whole or in part, in
     whatever form. 


     11.2 Texaco agrees to use its best efforts not to allow copies of any
     Maintenance Aids furnished by Pathnet to be made without the prior written
     consent of Pathnet.  Notwithstanding the foregoing, Texaco may make copies
     of Maintenance Aids to the extent necessary to enable Texaco to perform the
     Services, provided that Texaco uses its best efforts to prevent the
     unauthorized disclosure and use of such Maintenance Aids to and by third
     Parties. 

12.  REPRESENTATIONS AND WARRANTIES

     12.1 WARRANTIES OF TEXACO

     Texaco represents and warrants that: 

          (a)  the Services shall be rendered in accordance with this Agreement
               and shall be executed in a workmanlike manner, in accordance with
               the practices 


                                          12


               and high professional standards used in well-managed commercial
               telecommunications operations performing services similar to the
               Services.  Texaco represents and warrants that it shall use
               adequate numbers of qualified individuals with suitable training,
               education, experience, and skill to perform the Services.

          (b)  it shall perform Maintenance and Circuit Provisioning on the
               Equipment so that it operates in accordance with all Critical
               Service Levels or manufacturer specifications, including (i)
               maintaining equipment in good operating condition, subject to
               normal wear and tear (ii) undertaking repairs and preventive
               maintenance on Equipment, and (iii) performing Circuit
               Provisioning Services in accordance with the applicable Equipment
               manufacturers' recommendations.

          (c)  it shall use its best efforts to use efficiently the resources or
               services necessary to provide the Services.  Texaco shall use its
               best efforts to perform the Services in the most cost-effective
               manner consistent with the required level of quality and
               performance as set forth in this Agreement.

     12.2 WARRANTIES OF PATHNET.  

          Pathnet represents and warrants that it will perform the services set
     forth in Section 3.1 of Schedule A hereto.

     12.3 WARRANTIES OF EACH PARTY

     Each Party represents and warrants to the other that:

          (a)  it has the requisite corporate or partnership power and authority
               to enter into this Maintenance Agreement and to carry out the
               transactions contemplated by this Maintenance Agreement; 

          (b)  the execution, delivery and performance of this Maintenance
               Agreement and the consummation of the transactions contemplated
               by this Maintenance Agreement have been duly authorized by the
               requisite corporate or partnership action on the part of such
               Party; and 

          (c)  no consent, approval, order or authorization of, or registration,
               declaration or filing with any private entity or governmental
               authority is required for the execution, delivery and performance
               of this Agreement, except those that have been obtained and are
               in full force and effect.

     12.4 INSURANCE

     Texaco hereby represents that it is self-insured and does not currently
     purchase and maintain liability insurance and property insurance, except
     for stop-loss coverage.  Texaco warrants and represents that if, during the
     Term of this Maintenance Agreement 


                                          13


     and any extension or renewal thereof, Texaco ceases such policy of
     self-insurance, Texaco shall thereafter maintain at Texaco's expense all of
     the necessary insurance for all Texaco's employees, agents or affiliates
     required to perform the Services, including, but not limited to, Worker's
     Compensation, disability, and unemployment insurance, and will provide
     Pathnet with certification thereof upon request.

     12.5 SECURITY AND SAFETY PROCEDURES

     In the event Pathnet is required to supplement the Services, Pathnet shall
     comply with all Texaco security and safety procedures set forth in Schedule
     Q of the FPM Agreement.

     12.6 DISCLAIMER

     EXCEPT AS PROVIDED IN THIS MAINTENANCE AGREEMENT, THERE ARE NO OTHER
     EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING THE
     IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
     ON THE PART OF EITHER PARTY.

13.  INDEMNITIES

     13.1 INDEMNIFICATION BY TEXACO

     Texaco agrees to indemnify, defend and hold harmless Pathnet and its
     Affiliates and their respective officers, directors, employees, agents,
     successors and assigns from and against any and all Losses and threatened
     Losses arising from, in connection with, or based on allegations of, any of
     the following:

          (a)  any claims of infringement of any patent, trade secret, copyright
               or other proprietary rights alleged to have occurred because of
               systems or other resources provided to Texaco by Pathnet and due
               to the act or omission of Texaco, its officers or employees.

          (b)  the untruth, inaccuracy or breach of any representation or
               warranty of Texaco set forth in this Agreement.

          (c)  the liability of Pathnet for (i) any personal injury, disease or
               death of any person, (ii) damage to or loss of any property,
               money damages or specific performance owed to any third party (by
               contract or operation of law), or (iii) any fines, penalties,
               taxes, claims, demands, charges, actions, causes of action,
               assessments, environmental response costs, environmental
               penalties, injunctive obligations caused by, arising out of, or
               in any way incidental to, or in connection with, actions or
               omissions of Texaco, its employees, Subcontractors or agents.

     13.2 INDEMNIFICATION BY PATHNET



                                          14


     Pathnet agrees to indemnify, defend and hold harmless Texaco and its
     Affiliates and their respective officers, directors, employees, agents,
     successors and assigns from and against any and all Losses and threatened
     Losses arising from, in connection with, or based on allegations of, any of
     the following:

          (a)  any claims of infringement of any patent, trade secret, copyright
               or other proprietary rights alleged to have occurred because of
               systems or other resources provided to Texaco by Pathnet and due
               to the act or omission of Pathnet, its officers or employees.

          (b)  the untruth, inaccuracy or breach of any representation or
               warranty of Pathnet set forth in this Agreement.

          (c)  the liability of Texaco for any (i) personal injury, disease or
               death of any person, (ii) damage to or loss of any property,
               money damages or specific performance owed to any third party (by
               contract or operation of law), or (iii) any fines, penalties,
               taxes, assessments, environmental response costs, environmental
               penalties or injunctive obligations caused by, arising out of, or
               in any way incidental to, or in connection with, actions or
               omissions of Pathnet, its employees, Subcontractors or agents.

          (d)  the liability of Texaco arising out of any or all obligations to
               or contracts between Pathnet and its customers concerning the
               purchase of Excess Capacity and due to the act or omission of
               Pathnet, its officers or employees. 

     13.3 INDEMNIFICATION PROCEDURES

     Any third party claims for indemnification, shall follow the
     indemnification procedures of Section 16.3 of the FPM Agreement which are
     hereby incorporated by reference:

     13.4 SUBROGATION

     In the event that an indemnitor shall be obligated to indemnify an
     indemnitee pursuant to Section 13.1 or Section 13.2, the indemnitor shall,
     upon payment of such indemnity in full, be subrogated to all rights of the
     indemnitee with respect to the claims to which such indemnification
     relates.

14.  LIABILITY

     14.1 GENERAL INTENT

     Subject to the specific provisions of Article 13 above, the liability of
     each Party shall be limited as provided in the FPM Agreement.  

     14.2 INTENTIONALLY OMITTED. 


                                          15


          14.2.1    SUBJECT TO SECTION 14.2.2 BELOW, IN NO EVENT, WHETHER IN
          CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND
          STRICT LIABILITY IN TORT), SHALL A PARTY BE LIABLE TO THE OTHER PARTY
          FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES,
          ARISING OUT OF OR IN CONJUNCTION WITH THIS MAINTENANCE AGREEMENT.

          14.2.2    The limitations set forth in Section 14.2.1 shall not apply
          with respect to (i) damages occasioned by willful misconduct or gross
          negligence of a Party or (ii) damages occasioned by a breach of
          Section 16.7.

     14.3 FORCE MAJEURE

          14.3.1    No Party shall be liable for any default or delay in the
          performance of its obligations under this Maintenance Agreement if and
          to the extent such default or delay is caused, directly or indirectly,
          by:  fire, flood, earthquake, elements of nature or acts of God,
          riots, civil disorders, rebellions or revolutions in any country; or
          any other cause beyond the reasonable control of such Party (a "Force
          Majeure" event), provided the non-performing Party is without fault in
          causing such default or delay, and such default or delay could not
          have been prevented by reasonable precautions and can not or could not
          reasonably be circumvented by the non-performing Party through the use
          of alternate sources, workaround plans or other means.

          14.3.2    In such event, the non-performing Party shall be excused
          from further performance or observance of the obligation(s) so
          affected for as long as such circumstances prevail and such Party
          continues to use its best efforts to recommence performance or
          observance whenever and to whatever extent possible without delay. 
          Any Party so delayed in its performance shall immediately notify the
          Party to whom performance is due by telephone (to be confirmed in
          writing within two (2) days of the inception of such delay) and
          describe at a reasonable level of detail the circumstances causing
          such delay.

15.  DISPUTE RESOLUTION

     15.1 ARBITRATION; RESOLUTION OF DISPUTES

     Any and all disputes and controversies between Texaco and Pathnet
     concerning the negotiation, interpretation, performance, breach or
     termination of this Agreement (each a "Dispute") shall be subject to
     resolution by Schedule L of the FPM Agreement which is hereby incorporated
     by reference.

16.  MISCELLANEOUS

     16.1 NOTICE PROVISION



                                          16


     Notice shall be served and deemed received in accordance with the
     provisions of Section 5.13 of the FPM Agreement which is hereby
     incorporated by reference.

     16.2 BINDING NATURE; ENTIRE AGREEMENT

     Pathnet and Texaco acknowledge (i) that each has read and understands the
     terms and conditions of this Maintenance Agreement and agrees to be bound
     by such terms and conditions, (ii) that this Maintenance Agreement is the
     complete and conclusive statement of the agreement between the Parties, and
     (iii) that this Maintenance Agreement sets forth the entire agreement and
     understanding between the Parties relating to the subject matter hereof. 
     All understandings and agreements, oral and written, heretofore made
     between Texaco and Pathnet relating to the subject matter hereof are merged
     in this Maintenance Agreement which alone, fully and completely expresses
     their agreement on the subject matter of maintenance service to be provided
     by Texaco.  The provisions of this Maintenance Agreement are separate and
     apart from the provisions of the FPM Agreement and may not in any way
     affect either Party's obligations with regard to the FPM Agreement.

     16.3 AMENDMENT

     No modification of, additions to or waiver of this Maintenance Agreement
     shall be binding upon Texaco and Pathnet unless such modification is in
     writing and signed by an authorized representative of each Party.

     16.4 SEVERABILITY

     If any term or provision of this Maintenance Agreement shall to any extent
     be held by a court or other tribunal to be invalid, void or unenforceable,
     then that term or provision shall be inoperative and void insofar as it is
     in conflict with law, but the remaining terms and provisions of this
     Maintenance Agreement shall nevertheless continue in full force and effect
     and the rights and obligations of the Parties shall be deemed to be
     restated to reflect newly as possible the original intentions of the
     Parties in accordance with applicable law.

     16.5 HEADINGS

     Section and paragraph headings used in this Maintenance Agreement are for
     reference and convenience only and are not to be deemed or construed to be
     part of this Maintenance Agreement.

     16.6 CONSENTS AND APPROVAL

     Except where expressly provided as being in the sole discretion of a Party,
     where agreement, approval, acceptance, consent, or similar action by either
     Party is required under this Maintenance Agreement, such action shall not
     be unreasonably delayed or withheld.  An approval or consent given by a
     Party under this Maintenance Agreement shall not relieve the other Party
     from responsibility for complying with the requirements of this Maintenance
     Agreement, nor shall it be construed as a waiver of any rights under


                                          17


     this Maintenance Agreement, except as and to the extent otherwise expressly
     provided in such approval or consent.

     16.7 COMPLIANCE WITH LAWS AND REGULATIONS

     Each Party shall perform its obligations in a manner that complies with the
     applicable Federal, state and local laws, regulations, ordinances and codes
     (including identifying and procuring required permits, certificates,
     approvals and inspections).  If a charge of non-compliance by either Party
     with any such laws, regulations, ordinances or codes occurs, the Party
     charged with such non-compliance shall promptly notify the other Party of
     such charges in writing.

     16.8 GOVERNING LAW

     This Maintenance Agreement and the rights and duties of the Parties shall
     be governed and interpreted in accordance with the laws of the State of
     Texas, other than the choice of law rules thereof.

     16.9 BINDING NATURE AND ASSIGNMENT

     This Maintenance Agreement shall be binding on the Parties hereto and their
     respective successors and assigns.  Neither Party may or shall have the
     power to assign this Maintenance Agreement without the prior written
     consent of the other, except that either Party may assign its rights and
     obligations under this Maintenance Agreement without the approval of the
     other Party to an entity which acquires all or substantially all of the
     assets of that Party to any subsidiary or Affiliate or successor by merger,
     acquisition or creation of a Jjoint Vventure in a merger or acquisition of
     that Party; provided that in no event shall any such assignment relieve
     that Party of its obligations under this Maintenance Agreement.

     16.10     WAIVER

     Failure or delay on the part of Texaco or Pathnet to exercise any right,
     power or privilege under this Maintenance Agreement shall not constitute a
     waiver of any right power or privilege of this Maintenance Agreement.

     16.11     TIME TO SUE

     No action shall be brought for any breach of this Maintenance Agreement
     more than two (2) years after the accrual of such cause of action, except
     where applicable law provides for a shorter limitation period, in which
     event that period should apply.

     16.12     SURVIVAL

     Any provision of this Maintenance Agreement which contemplates performance
     or observance subsequent to any termination or expiration of this
     Maintenance Agreement shall survive any termination or expiration of this
     Maintenance Agreement and continue in full force and effect.


                                          18


     16.13     COVENANT OF GOOD FAITH

     Each Party agrees that in its respective dealings with the other Party
     under or in connection with this Maintenance Agreement, it shall act in
     good faith.

     IN WITNESS WHEREOF, the Parties hereto have executed this Maintenance
Service Agreement, or caused it to be executed by a duly authorized officer, as
of the date first written above.

PATHNET, INC.                           TEXACO


By: /s/ Dave Schaeffer                  By: /s/ H.D. Hunt
   ------------------------------          ------------------------------
Name: Dave Schaeffer                    Name: H.D. Hunt
     ----------------------------            ----------------------------
Title: Chairman                         Title: MGR - Telecommunications
      ---------------------------             ---------------------------
Date: 7/6/98                            Date: 6/26/98
     ----------------------------            ----------------------------














                                          19


                                     SCHEDULE A
                                          
                   MAINTENANCE AND CIRCUIT PROVISIONING SERVICES


1.   INTRODUCTION

This Services Schedule describes certain services and functions that Texaco
shall perform.  Performance Standards relating to certain of the services and
functions described herein are set forth in Schedule B.  Pathnet's
responsibilities with respect to particular services and functions described in
this Services Schedule, if any, are specifically indicated where such services
and functions are described.

The services and functions described in this Services Schedule are intended to
be comprehensive, but not necessarily all-inclusive.  During the term, the
Parties may agree on different or additional services and amend this Services
Schedule in writing accordingly.

This Services Schedule is organized into three Sections:  Preventive
Maintenance, Remedial Maintenance and Field Technician Requirements.


2.   PREVENTIVE MAINTENANCE

During the Term of this Maintenance Agreement, Texaco shall perform Preventive
Maintenance (including (i) inspections and (ii) any and all corrective action,
if and where necessary) in accordance with the procedures set forth below. 
Texaco shall maintain at its premises a log recording any and all Preventive
Maintenance performed pursuant to Section 8.2 of the Maintenance Agreement.

     2.1  ANTENNA/WAVEGUIDE MAINTENANCE

          Texaco shall perform the following inspections and, in consultation
          with Pathnet, perform any and all corrective actions, to the extent
          authorized:

          2.1.1     MONTHLY INSPECTION.

          At least once a month, Texaco shall perform the following inspections
          from the ground:

               a.        Visually check the general appearance of the antenna
                    and waveguide for ice, wind and projectile damage.

               b.        Visually check the waveguide on the tower and waveguide
                    bridge for loose or broken waveguide hangers (i.e.
                    attach/replace as required).


                                         A-1


               c.        Visually check the antenna canvas (TEGLAR) radomes for
                    holes, tears and excessive wear.  Report any damage to
                    Pathnet and replace at Pathnet's expense if requested by
                    Pathnet.  

               d.        Confirm inside building waveguide pressure gauges read
                    5-8 lbs/in2 per antenna (10 lbs/in2 maximum).

          2.1.2     QUARTERLY INSPECTION.

          At least once a quarter, Texaco shall perform the following
          inspections to supplement the monthly inspection:

               a.        Visually inspect waveguide grounds at the bend from the
                    tower and building entry buss bars.  Inspect for excessive
                    corrosion and firm connectivity.

               b.        Visually inspect the waveguide port seals into the
                    building for excessive deterioration and insect/bird
                    infestation.  Clean, replace and re-seal if required.

               c.        Check functional operation of the dehydrator and local
                    and remote alarms.  Create a pressure leak so dehydrator
                    consistently runs for at least 10 minutes.

               d.        Visually check dehydrator air dryer/desiccant for
                    excessive moisture (i.e. desiccant color change).

               e.        Check functional operation of the dehydrator
                    low-pressure alarm, both local and remote indications.  Use
                    dehydrator regulator valve to create alarms.  (Low alarm 
                    < .5lb/iN2).

          2.1.3     ANNUAL INSPECTION.

          At least once every 24 months, Texaco shall perform the following
          inspections:

               a.        Physically inspect antenna stiff arms (struts) for
                    indications of antenna movement, i.e., gouges in metal
                    around lock down bolts.

               b.        Physically inspect each antenna feedhorn guy wires by
                    spring tension at back of antenna.  Broken feedhorn guy
                    lines will pull out from back of dish.

               c.        Check for loose, broken or missing waveguide hangers. 
                    Repair or replace such waveguide hangers as required.

               d.        Visually inspect waveguide grounds near antennas.


                                         A-2


     2.2  MULTIPLEXER MAINTENANCE

          Texaco shall perform the following inspections and after consultation
          with Pathnet, perform any and all corrective actions, if authorized:

          2.2.1     MONTHLY INSPECTION.

          At least once a month, Texaco shall perform the following inspections:

               a.        Wipe off or dust top of multiplexer shelves as
                    required.

               b.        Push LED TST button and verify all red, yellow and
                    green indicators are lit. Replace any module unit that has
                    an un-lit indicator. (LED)

          2.2.2     ANNUAL INSPECTION.

          At least once a year, Texaco shall perform the following inspections:

               a.        Measure main and standby power supply unit's DC output
                    voltages.  Verify measurements are within manufacturer's
                    tolerances.

               b.        Measure and record the main and protection, optical TX
                    laser bias current.  Verify measurements are within
                    manufacturer's tolerances.

               c.        Check functional operation of the local and remote
                    major and minor alarms set forth in the Preventive
                    Maintenance Checklist.

     2.3  RADIO MAINTENANCE

     Texaco shall perform the following inspections and any and all corrective
     actions, if required:

          2.3.1     MONTHLY INSPECTION.

          At least once a month, Texaco shall perform the following inspections:

               a.        Wipe off or dust the top shelves in the radio equipment
                    racks as required.

               b.        Push LED TST switch on each TX/RX logic control and
                    verify all red, yellow and green indicators are lit. 
                    Replace any module that has an un-lit indicator.

               c.        Check and record on the Preventive Maintenance
                    Checklist all TX/RX meter readings for TX power,


                                         A-3


                    AFC correction, RX in level, If level etc.  Verify readings
                    are within manufacturer's tolerances.

          2.3.2     QUARTERLY INSPECTION.

          At least once each quarter, Texaco shall perform the following to
          supplement the monthly inspection:

               a.        Measure and record the DC-DC power converter and TX FET
                    power supply DC output voltages for each TX/RX unit.  Verify
                    that measured voltages are within manufacturer's tolerances.

               b.        Measure and record the RF output power of each
                    transmitter at the TX monitor connector.  (This may require
                    disabling of automatic power level control).  Level should
                    be within 1.0 dB of nominal.

               c.        Measure and record the TX RF frequency on each
                    transmitter at the TX monitor connector.  Measured frequency
                    should be within +/- .005% of assigned value.

               d.        Measure and record the receiver AGC voltage.  Correlate
                    AGC voltage to receive signal level.  Verify actual RSL is
                    within 3 dB of calculated.

          2.3.3     ANNUAL INSPECTION.

          At least once a year, Texaco shall perform the following inspections:

               a.        Measure and record each TX local oscillator frequency. 
                    Measured value should be within +/- .001% of assigned value.

               b.        Measure and record each RX local oscillator frequency. 
                    Measured value should be within +/- .001% of assigned value.

               c.        Perform "Transmit Fade Margin Test" to verify receiver
                    fade margin on the path.  The measured value should be
                    within +/- 2 dB of calculated.

               d.        Check all alarm points for proper functionality as set
                    forth on Preventive Maintenance Checklist.

3.   REMEDIAL MAINTENANCE AND NETWORK OPERATING CENTER

     In addition to Preventive Maintenance, Texaco shall perform Remedial
     Maintenance as required under this Agreement.  Such Remedial Maintenance
     shall supplement and be in


                                         A-4


     addition to Preventive Maintenance.  Remedial Maintenance shall generally
     be initiated by Dispatch of a Trouble Ticket by the Network Operating
     Center.  

     3.1  NETWORK OPERATING

          3.1.1     NETWORK OPERATING CENTER.

               a.   Pathnet shall operate a Network Operating Center twenty-four
                    (24) hours a day, seven (7) days a week to handle all
                    problem and trouble reports and to monitor the Equipment and
                    System.  Pathnet shall monitor both alarm and operations
                    information to identify and to correct degradation or
                    interruption of the System.  Upon receipt of knowledge of
                    any degradation or interruption, Pathnet will open a Trouble
                    Ticket to initiate Remedial Maintenance, dispatch a call for
                    maintenance in accordance with the dispatch procedures
                    agreed to be by the Parties and monitor such degradation or
                    interruption through correction.  Pathnet will maintain
                    monitoring logs of all Trouble Tickets opened, types of
                    Remedial Maintenance undertaken, technician response times
                    and other significant information concerning the System and
                    will issue to Texaco periodic reports describing such
                    information.

               b.   Pathnet's Network Operating Center will collect performance
                    data (Errored Seconds, Severely Errored Seconds, frame loss,
                    Failed Seconds, etc.) consistent with manufacturer's
                    specifications and issue periodic reports, as set forth in
                    the FPM Agreement.

               c.   Pathnet's Network Operating Center will coordinate and
                    provide technical support Remedial Maintenance efforts by
                    Texaco's Field Technicians provided that Texaco has final
                    responsibility for such Remedial Maintenance.  As reasonably
                    requested by Texaco, Pathnet shall assist Texaco, to the
                    extent within Pathnet's reasonable control, in restoring
                    operations including locating Spare Parts or other supplies.

          3.1.2     PERFORMANCE DATA.

               a.   The Network Operating Center shall monitor performance data
                    that will provide information regarding the performance
                    transport system and will localize any trouble or
                    degradation of service.

               b.   Performance data will be collected and maintained as
                    follows:

                    (i)       Collect performance data in real time and submit
                         in 15-minute increments for each sites of data; and



                                         A-5


                    (ii)      Historic performance data will provide a minimum
                         of sixteen (16) 15-minute and seven (7) 24-hour sets of
                         data.

               c.   Through the Network Operating Center, Pathnet shall
                    establish a network management system (the "Network
                    Management System").  Such Network Management System shall
                    collect, monitor and manage:

                    (i)       all network elements within the System;

                    (ii)      performance data such as Errored Seconds, Severely
                         Errored Seconds, frame loss and Failed Seconds
                         consistent with the manufacturer's specifications; and

                   (iii)      the shelter environments (including commercial
                         power failure, door alarms, charger failures, low
                         waveguide pressure, air conditioner failure, tower
                         light alarms, generator runs (if any), waveguide
                         dehydrator excessive runs, smoke alarms, high
                         temperature and low temperature) for radio equipment
                         and multiplexing equipment.

          3.1.3     ALARM/EVENT LOGGING AND REPORTS.

          Pathnet shall promptly forward all alarms, event logs, and related
          reports to Texaco upon compilation of such reports by Pathnet as set
          forth in the FPM Agreement.

4.   CIRCUIT PROVISIONING

During the term of this Maintenance Agreement, Texaco shall perform Circuit
Provisioning in accordance with the procedures set forth below.

     4.1  GENERAL

          Texaco shall dispatch Field Technicians to perform the following
          functions associated with the Circuit Provisioning for both Texaco and
          Pathnet.

          a.        Upon receipt of a Work Order, Texaco shall schedule and
               coordinate a Field Technician to perform the work function by the
               date designated in the Work Order.

          b.        Such work functions shall include the completion of the
               following site related functions: (i) placement of circuit packs;
               (ii) placement of all cross 


                                         A-6


               wiring and cabling between radio, multiplexer and site circuit
               termination points designated by Pathnet; (iii) placement of new
               circuit termination interfaces such as cross connect blocks, DSX
               terminations and any associated cabling; (iv) labeling of cross
               connect points with the circuit identification numbers shown on
               the work order; (v) verbal notification of Pathnet from the site
               to confirm completion of Circuit Provisioning; and (vi) conduct
               joint circuit level acceptance testing with Pathnet and customer
               contacts.  Specific DS-1, DS-3 and OC-3 acceptance tests and
               parameters are set forth in Schedule B.

     4.2  PROVISIONING AT NON-TEXACO SITES

          4.2.1.    NON-TEXACO SITES

          In the event Pathnet elects to connect the Texaco System through the
          addition of spurs and paths to Pathnet's backbone network or to a
          customer POP, Pathnet may request that Texaco perform Circuit
          Provisioning, as set forth in this Maintenance Agreement, at the
          Non-Texaco Site locations and points of interconnections.  Within
          fifteen (15) days of such proposal, Texaco shall respond regarding its
          intent to perform the Circuit Provisioning.  Pathnet reserves the
          right to contract with and direct additional third parties to perform
          certain provisioning functions based upon the nature of the
          interconnection agreements associated with specific sales.  In such
          case, Texaco may or may not be the sole provider of provisioning
          services at any Non-Texaco Site.

          4.2.2     PROVISIONING EQUIPMENT

          In the event Circuit Provisioning functions to be performed by Texaco
          require the use of equipment configurations other than those which
          Texaco Field Technicians are familiar, Pathnet shall arrange for
          training Texaco's for Field Technicians responsible for each of those
          specific sites.  Texaco shall be responsible for all tower travel
          costs and other out-of-pocket expenses incurred by Texaco in
          connection with such training and Pathnet shall pay for any tuition,
          materials or other direct costs of training.

     4.3  PROVISIONING INTERFACES

          Upon Commissioning, both Texaco and Pathnet shall operate the System
          using a manual provisioning interface arrangement.  Pathnet shall
          develop operations support systems to automate the work order
          transmission, work force management and completion reporting in order
          to enhance the efficiency of the process.  Texaco shall perform the
          following interface functions:

          4.3.1     MANUAL PROVISIONING INTERFACE


                                         A-7


          a.        Provide designated access and delivery points to which
               Pathnet can distribute work related documents by telecopier or by
               e-mail.

          b.        Provide for redistribution and coordination of scheduled
               site work with Field Technicians.

          c.        Provide Pathnet with a point of contact for verbal contact
               between the Texaco and Pathnet for the purpose of:

               1.   Daily pre- and post-Work Order status and verification;

               2.   Circuit escalations;

               3.   Service date negotiation for expedited service requests; and

               4.   Provisioning coordination (both pre- and post-circuit turnup
                    including coordination of acceptance testing).

          4.3.2     AUTOMATED PROVISIONING INTERFACES

          a.   Specific interface arrangements will be negotiated prior to
               system implementation.

          b.   Texaco shall be responsible for providing PC access capabilities
               to its Field Technician in order to:

               1.   Identify and retrieve work lists;

               2.   Retrieve site related work documents; and

               3.   Report work completion information.

          4.3.3     TEXACO CAPACITY EXPANSION

          Texaco shall contact Pathnet for the provisioning of any capacity
          addition, disconnection or grooming for Texaco's internal network. 
          The provisioning process will follow the standard work steps outlined
          in this Section 4.

          4.3.4     NETWORK ELEMENT SOFTWARE CHANGES

          Texaco shall not program or reprogram any software changes into any
          network element on the system unless such change is coordinated and
          directed by the Network Operating Center.


                                         A-8


     4.4  CIRCUIT PACK ADMINISTRATION

          Pathnet shall be responsible for providing provisioning related
          circuit packs to Texaco's designated Storage Depots prior to the
          required Field Technician dispatch date for provisioning.  Texaco
          shall notify Pathnet, either electronically or by facsimile, of
          receipt of circuit packs.  In the event that circuit packs are not
          received on time, Texaco shall notify Pathnet promptly.  A decision
          will then be made as to the use of available Spare Parts in which case
          Pathnet shall be responsible to immediately replenish the maintenance
          spare inventory.

     4.5  CIRCUIT DISCONNECTS

          Texaco shall perform the following site work related to circuit
          disconnect orders in order to maintain a high quality and cost
          effective site environment and network:

               a.        Pathnet shall perform the physical termination of
                    service through the remote provisioning capabilities of the
                    Network Operating Center.

               b.        Pathnet shall forward disconnect Work Orders to Texaco
                    which, except in the case of emergency, will be scheduled
                    for the next time Texaco is at the subject Site.

               c.        Texaco shall be responsible for the scheduling of a
                    Field Technician site visit and coordinating the site visit
                    with other scheduled visits to the site or adjacent sites in
                    order to minimize duplicative travel time.

               d.        Texaco shall perform the following disconnect
                    functions:

                    i.        The Field Technician will call the Network
                         Operating Center to revalidate the disconnect request
                         prior to performing any physical removal work.


                    ii.       Removal of all circuit related cross wire.

                    iii.      Removal of all circuit identification markings
                         from cross connect points.

                    iv.       Removal of circuit packs as designated on the
                         disconnect work order.


                                         A-9


                    v.        Proper handling and shipping of circuit packs
                         using ESD (Electro Static Discharge) protection.

                    vi.       Packaging and shipping of circuit pack cards to
                         either the local Texaco Storage Depot or to Pathnet
                         central stock location as designated on the Work Order.

                    vii. Complete proper circuit pack shipping notice.

     4.6  CIRCUIT REARRANGEMENTS/GROOMING

          Texaco and Pathnet shall perform grooming or re-arranging of circuits
          within particular systems pursuant to the requirements of this Section
          4.  Scheduling of such work shall be as arranged by Pathnet or its
          customers and may require such work to be performed out of normal
          business hours.  Texaco shall coordinate the scheduling of Field
          Technicians to support these requirements.  Pathnet shall coordinate
          the specific scheduling arrangements with Texaco in an effort to
          minimize the impact from such schedules.

5.   FIELD TECHNICIAN REQUIREMENTS

     5.1  CERTIFICATION

     Texaco shall ensure that each Texaco Field Technician providing Services
     under this Agreement is certified pursuant to the Training Procedures set
     forth in Section 2 of Schedule G.

     5.2  EQUIPMENT

     Texaco shall, at its expense, equip each Field Technician to be dispatched
     with the necessary Maintenance Test Equipment as provided in Schedule E-2.

     5.3  PERSONNEL

     Texaco shall utilize adequate numbers of qualified personnel with suitable
     training (as, in part, provided by Pathnet), education, experience and
     skill mix to perform the Services.

     5.4  LOCATION

     Texaco Field Technicians shall be assigned and located at adequate
     distances to meet the requirements for dispatch and restoration set forth
     in Schedule A-2.


                                         A-10


     5.5  RIGHTS TO OPERATE THE NETWORK

     The Parties acknowledge that from time to time, Texaco Field Technicians
     may not be available to meet Circuit Provisioning or Maintenance
     obligations or service demands.  In these instances, Texaco shall use
     reasonable efforts to locate replacement employees to perform critical work
     functions.  Priority of work functions shall be as follows:

          a.   Remedial Maintenance

          b.   Circuit Provisioning

          c.   Grooming

          d.   Preventative Maintenance

          e.   Circuit Disconnects

     Pathnet may supplement the replacement employees with qualified Pathnet
     employees in the event of a prolonged force unavailability.













                                         A-11


                                     EXHIBIT A-1


                              TEXACO DISPATCH PROCEDURES

                                   [To be Provided]



1.   REMEDIAL MAINTENANCE















2.   CIRCUIT PROVISIONING













                                         A-12


                                     SCHEDULE A-2


                                    RESPONSE TIMES
 



                              UP TO DS-1 OF CAPACITY AFFECTED              MORE THAN DS-1 OF CAPACITY AFFECTED
                                        (MINOR)                                          (MAJOR)
                              -------------------------------              -----------------------------------
                                                                     
TIER ONE RMS                  On Site within 2 hours of Dispatch           On Site within 2 hours of Dispatch of 
                              of Trouble Ticket. Situation corrected       Trouble Ticket. Situation corrected within 
                              within 2.5 hours from Dispatch of            2.5 hours from Dispatch of Trouble Ticket.
                              Trouble Ticket.

TIER TWO RMS BETWEEN          Situation corrected before midnight.         On Site within 3 hours of Dispatch of
8:00 A.M. AND 5:00 P.M.                                                    Trouble Ticket. Situation corrected within
MONDAY THROUGH FRIDAY:                                                     4.5 hours from Dispatch of Trouble Ticket.

TIER TWO RMS BETWEEN          Situation corrected by next 10:00 a.m.       On Site within 3 hours of Dispatch of 
5:00 P.M. TO 8:00 A.M.                                                     Trouble Ticket. Situation corrected within 
MONDAY THROUGH FRIDAY,                                                     4.5 hours from Dispatch of Trouble Ticket.
OR ON WEEKENDS OR
FEDERAL HOLIDAYS:

TIER THREE RMS:               On Site next business day; Situation corrected as promptly as commercially practicable.
 


Note:     The Network Operating Center reserves the right to escalate Tier 2 and
          Tier 3 Response Times when necessary to accommodate the requirements
          of capacity customers or when, in the reasonable judgment of the
          Network Operating Center, a faster response time is necessary.

          All response and repair times are measured as mean response and repair
          times.


                                         A-13


                                     SCHEDULE B
                                          
                              CRITICAL SERVICE LEVELS


1.   INTRODUCTION

     1.1  GENERAL

          1.1.1     This Schedule B provides the Critical Service Levels to
          which Texaco shall maintain the System.  These Critical Service Levels
          are derived from and are as required by IXCs or other customers for
          capacity and may be amended from time to time as such requirements may
          change.

          1.1.2     The Critical Service Levels are defined by the following
          parameters:  Errored Seconds ("ES"), Severely Errored Seconds ("SES"),
          and Error Free Seconds ("EFS"). The ES, SES, and the EFS are the only
          criteria for determining operations above or below Critical Service
          Levels.

          1.1.3     The System has been designed by Pathnet to meet or exceed
          these Critical Service Levels based on the equipment manufacturers
          stated specifications and good system design practices.  Schedule H
          includes verification testing information.  The Critical Service
          Levels within this document are subject to change as network design
          enhancements are implemented and as equipment improvements become
          available.  In the event these specifications are changed, Pathnet
          shall notify Texaco and amend this Schedule B to include revised
          Critical Service Levels provided that such change in the Critical
          Service Levels shall not materially degrade the performance of the
          System.  

2.   PARAMETER DEFINITIONS

     2.1  CERTAIN DEFINITIONS

          2.1.1     "AVAILABILITY" shall mean the time in which the circuit is
          available and is not experiencing an Outage. Usually this term is
          expressed as percent availability by taking the ratio of the available
          time during a given interval to the total interval and multiplying it
          by 100.

          2.1.2     "BIT ERROR RATE" ("BER") shall mean the number of bits
          received in error over a specified period of time compared to the
          total number of bits that could be received on an ideal connection at
          the same transmission rate over that same period of time. 


                                         B-1


          2.1.3     "CIRCUIT ACCEPTANCE LIMIT" ("AL") shall mean the standard at
          which a circuit is deemed acceptable for initial service. Upon
          acceptance, the facilities and/or circuits are transferred to a
          performance measuring state to track and insure their continued proper
          operation.

          2.1.4     "ERRORED SECONDS" ("ES") shall mean any one-second interval
          during which one or more bit errors occurs.  For example, at the DS-1
          rate, an ES will contain 1 to 1,544,000 bit errors.

          2.1.5     "ERROR FREE SECONDS" ("EFS") shall mean any one-second time
          interval which does not contain a measurable bit error.  This term may
          be expressed as a percent EFS by taking the ratio of non-errored to
          total seconds and multiplying by 100.

          2.1.6     "FAILED SECONDS" shall mean a one-second interval that has
          1,544 bit errors at a DS-1 rate.

          2.1.7     "IN-SERVICE" shall mean the period when the System is
          operating above Critical Service Levels .

          2.1.8     "MAINTENANCE LIMIT" ("ML") shall mean the threshold below
          which the performance of the facility and/or circuit is characterized
          by degraded performance.

          2.1.9     "OUTAGE" shall mean an unscheduled interruption in
          telecommunications services on the System, including any ten (10)
          consecutive Severely Errored Seconds.  

          2.10 "SEVERELY ERRORED SECONDS" ("SES") shall mean (i) at the DS-1
          rate, any one-second interval during which the BER is greater than or
          equal to 1 x 10-3 errors per second.  At the DS-1 rate, this equates
          to 1,544 or more bit errors occurring within one second, and (ii) at
          the DS-3 rate, any one-second interval during which the BER is equal
          to or worse than l x 10-6 errors per seconds.

3.   DS-1 CRITICAL SERVICE LEVELS

     3.1  GENERAL

          Texaco shall maintain the System to perform at or above the Critical
          Service Levels set forth below.  The DS-1 interface shall at all times
          meet the IXC generic DS-1 requirements that are customary in the
          industry as indicated by the publications set forth in the Industry
          Standards Compliance List in Section 7 of this Schedule B.


                                         B-2


     3.2  DS-1 ELECTRICAL INTERFACE SPECIFICATIONS

     Texaco shall perform the services so that the DS-1 signal at the
     cross-connect (DSX-1) meets each of the following Critical Service Levels:

          3.2.1     LINE RATE:  1.544 Mb/s.

          3.2.2     TOLERANCE:  Source timing for self-timed DS-1 bit streams
          shall not exceed plus or minus 32 ppm with respect to the basic rate. 
          DS-1 synchronizations should be capable of accepting a rate deviation
          of plus or minus 130 ppm.

          3.2.3     LINE CODE:

               a.   Bipolar with at least 12.5 percent average ones density and
                    no more than 15 consecutive zeros.

               b.   Bipolar with Eight Zero Substitution (B8ZS).

          3.2.4     FORMAT:  ESF with AT&T 54016 & ANSI T1.403 messages,
          concurrently.

          3.2.5     TEST LOAD:  A pure resistive termination of 100 ohms plus or
          minus 5% shall be used for evaluation of pulse shape and electrical
          parameters.

          3.2.6     PULSE SHAPE:   The pulse amplitude shall be between 2.4V and
          3.6V measured at the center of the pulse, and may be scaled by a
          constant factor to fit the template.  The source of the above
          information is ANSI T1.102.

          3.2.7     POWER LEVEL:

               a.        For Equipment added by Pathnet, for an all-ones
                    transmitted pattern, the power in a band that is no wider
                    than 3 KHz centered at 772 KHz shall be between 12.6 and
                    17.9 dBm.

               b.        For pre-existing equipment remaining at a Site after
                    Cutover, the power in a band no wider than 3 KHz centered at
                    772 KHz shall be between 12.4 and 18.0 dBm.

               c.        In any case, the power in a band no wider than 3 KHz
                    centered at 1544 KHz shall be at least 29 db below that at
                    772 KHz.

     3.3  JITTER REQUIREMENTS

     Texaco shall meet each of the Critical Service Levels at the DS-1 interface
     for Jitter Tolerance, Jitter Transfer, Jitter Generation, and Jitter
     Enhancement as set forth in this Section 3.3.  The jitter requirements are
     set by industry standards as referenced in the


                                         B-3


     Industry Standards Compliance List.

          3.3.1     JITTER TOLERANCE.

          Jitter Tolerance is the maximum input jitter that any equipment can
          tolerate without causing errors. It is specified in terms of the
          amount of sinusoidal jitter (peak-to-peak) versus the frequency of
          that jitter.  IXC generic requirements describe the mask as well as
          the lower limit of the jitter tolerance at each standard interface
          level. To meet the jitter tolerance specifications, the actual
          tolerance of the equipment shall be above the mask and the difference
          between this and the lower limit represents the safety margin of the
          equipment.

          3.3.2     JITTER TRANSFER.

          Jitter Transfer is the jitter gain measurement which is the
          relationship between the applied input jitter and resulting output
          jitter as a function of frequency.

          3.3.3     JITTER GENERATION.

               a.        Jitter Generation is defined as the process whereby
                    jitter appears at the output port of an individual unit of
                    digital equipment in the absence of applied input jitter.

               b.        When looped back at the high speed rate, the Equipment
                    shall produce less than 0.3 Unit Interval (UI) of rms timing
                    jitter and less than 1.0 UI of peak-to-peak timing jitter at
                    the output of the terminal receiver.  The measurement
                    interval must include all frequencies between F1 and F4 of
                    the Network Jitter Interface requirements, as shown in the
                    Table below.  This requirement shall apply over the entire
                    range of permissible input bit-rate offsets.

          3.3.4     JITTER ENHANCEMENT.

          The requirement for jitter enhancement is that a system of up to 250
          miles in length shall add less than 1.0 UI of peak-to-peak jitter to a
          DS-3 input signal having 4.0 UI of sinusoidally modulated peak-to-peak
          jitter for all frequencies up to 2300 Hz.


                                         B-4

- --------------------------------------------------------------------------------
       MAXIMUM PERMISSIBLE NETWORK OUTPUT JITTER AT ANY HIERARCHICAL INTERFACE
- --------------------------------------------------------------------------------
               Network Limit            Measurement Filter Bandwidth (Hz)
               Peak-to-Peak UI          Bandpass filter having a low Cut-off
Bit Rate Mb/s  (Note 1)                 Frequency F1 or F3 and Minimum Upper
                                        Cut-off Frequency F4
- -------------- ------------------------ ----------------------------------------
               B1        B2             F1             F3             F4
               (F1-F4)   (F3-F4)                       (Note 2)
- -------------- --------- -------------- -------------- -------------- ----------
1.544          5         0.1            10 Hz          8 KHz          40 KHz
- -------------- --------- -------------- -------------- -------------- ----------
3.152          5         0.1            10 Hz          1.5 KHz        40 KHz
- -------------- --------- -------------- -------------- -------------- ----------
6.312          3         0.1            10 Hz          3 KHz          60 KHz
- -------------- --------- -------------- -------------- -------------- ----------
44.736         5         0.1            10 Hz          30 KHz         400 KHz
- -------------- --------- -------------- -------------- -------------- ----------
Notes:

1.   UI = Unit Interval

     For 1.544 Mb/s:1 UI = 648     ns
     For 3.152 Mb/s:1 UI = 317     ns
     For 6.312 Mb/s:1 UI = 158     ns
     For 44.736 Mb/s:1 UI = 22.35 ns

2.   F3: F3, the lower cut-off frequency of one of the bandpass filters,
     represents the jitter half-bandwidth of the timing extraction circuits. 
     The frequency F3 is determined from:  F3 = Fo /2Q where F and Q represent
     the digital signal rate and the Q-factor of the timing recovery circuit,
     respectively.

     3.4  DS-1 ACCESS PERFORMANCE AND AVAILABILITY OBJECTIVES

          3.4.1     GENERAL.

          DS-1 performance and availability objectives for IXC digital transport
          facilities are based on mileage bands.  All performances data (ES,
          SES, etc.) is the same throughout the given mileage band.  The
          performance objective values are based on a 24-hour period with the
          exception of Availability, which is an annual objective.

          3.4.2     SERVICE OBJECTIVES.

          a.        Texaco shall perform the Services to meet the Critical
               Service Levels defined as Availability of 99.98% per year per
               4,000 mile System.


                                         B-5


          b.        The data set forth below in Tables 1, 2, 3 and 4 is based on
               a 24-hour period.

     Table 1.  DS-1, Nx64 kb/s, & Kx56 kb/s IOC Circuit Acceptance Levels

          ------------------------ --------- -------------- ----------------
          Route Mileage            ES        %EFS           SES
          ------------------------ --------- -------------- ----------------
          0-500                    1         99.998         0
          ------------------------ --------- -------------- ----------------
          501-1500                 1         99.998         0
          ------------------------ --------- -------------- ----------------
          1501-4000                2         99.998         0
          ------------------------ --------- -------------- ----------------
          Mileage used is based on actual one-way route mileage.  0 outage
          seconds are allowed for test
          ------------------------------------------------------------------

Table 2.   E-1 IOC Circuit Acceptance Levels

          ------------------------ --------- -------------- ----------------
          Route Mileage            ES        %EFS           SES
          ------------------------ --------- -------------- ----------------
          0-500                    1         99.998         0
          ------------------------ --------- -------------- ----------------
          501-1500                 1         99.998         0
          ------------------------ --------- -------------- ----------------
          1501-4000                2         99.998         0
          ------------------------ --------- -------------- ----------------
          Mileage used is based on actual one-way route mileage.
          0 outage seconds are allowed for test.
          ------------------------------------------------------------------

Table 3.  DS-1, Nx64kb/s, & Nx56 kb/s IOC Maintenance Limit Performance Levels

          ------------------------ --------- -------------- ----------------
          Route Mileage            ES        %EFS           SES
          ------------------------ --------- -------------- ----------------
          0-500                    5         99.99          2
          ------------------------ --------- -------------- ----------------
          501-1500                 10        99.98          4
          ------------------------ --------- -------------- ----------------
          1501-4000                15        99.98          6
          ------------------------ --------- -------------- ----------------
          Mileage used is based on actual one-way route mileage.
          ------------------------------------------------------------------


                                         B-6



Table 4.  E-1 IOC Maintenance Limit Performance Levels

          ------------------------ --------- -------------- ----------------
          Route Mileage            ES        %EFS           SES
          ------------------------ --------- -------------- ----------------
          0-500                    5         99.99          2
          ------------------------ --------- -------------- ----------------
          501-1500                 10        99.98          4
          ------------------------ --------- -------------- ----------------
          1501-4000                15        99.98          6
          ------------------------ --------- -------------- ----------------
          Mileage used is based on actual one-way route mileage.
          ------------------------------------------------------------------

4.   DS - 3 CRITICAL SERVICE LEVELS

     4.1  GENERAL

     Texaco shall maintain the System to perform at or above the Critical
     Service Levels set forth below.  Such Critical Service Levels for DS-3
     interface shall meet the generic DS-3 requirements that are customary in
     the industry, as set forth in the Publications described in the Industry
     Standards Compliance List in Section 7 of this Exhibit B.

     4.2  DS-3 ELECTRICAL INTERFACE SPECIFICATIONS

     Texaco shall perform the Service so that the DS-3 signal at the
     cross-connect shall meet each of the following Critical Service Levels:

          4.2.1     LINE RATE:  44.736 Mb/s plus or minus 20 ppm.

          4.2.2     LINE CODE:  Bipolar with 3 Zero Substitution (B3ZS).

          4.2.3     TEST LOAD:  A pure resistive termination of 75 ohms plus or
          minus 5% shall be used at the interface for evaluation of pulse shape
          and electrical parameters.

          4.2.4     PULSE SHAPE:  The pulse amplitude shall be between 0.36V and
          0.85V peak measured at the center of the pulse, and may be scaled by a
          constant factor to fit the template.

          4.2.5     POWER LEVEL:  For an all ones transmitted pattern, the power
          in a band no wider than 3 KHz centered at 22.368 MHZ shall be -1.8 to
          +5.7 Dbm. The power in a band no wider than 3 KHz centered at 44.736
          MHZ shall be at least 20 Db below that at 22.368 MHZ.


                                         B-7


     4.3  JITTER REQUIREMENTS

     Texaco shall perform Service to meet the Jitter requirements set forth in
     Section 3.3 of this Schedule B for the following parameters:  Jitter
     Tolerance, Jitter Transfer, Jitter Connection, and Jitter Enhancement.

     4.4  DS-3 ACCESS PERFORMANCE AND AVAILABILITY LEVELS

          4.4.1     GENERAL.

          DS-3 performance and availability objectives for IXC digital transport
          facilities are based on mileage.  All performance data (ES, SES, etc.)
          is the same throughout the given mileage band.  The performance
          objective values are based on a 24-hour period with the exception of
          availability, which is an annual objective

          4.4.2     SERVICE OBJECTIVES.

               a.   Texaco shall perform the services to meet the Critical
                    Service Levels defined as Availability of 99.98% per year
                    for 4,000 mile system.

               b.   The data set forth below in Tables 5 and 6 is based on a
                    24-hour period.

                     TABLE 5.  DS-3 IOC CIRCUIT ACCEPTANCE LEVELS

          ------------------------ --------- -------------- ----------------
          Route Mileage            ES        %EFS           SES
          ------------------------ --------- -------------- ----------------
          0-500                    3         99.99          0
          ------------------------ --------- -------------- ----------------
          501-1500                 4         99.99          0
          ------------------------ --------- -------------- ----------------
          1501-4000                6         99.99          0
          ------------------------ --------- -------------- ----------------
          Mileage used is based on actual one-way route mileage.
          0 outage seconds are allowed for test.
          ------------------------------------------------------------------


                                         B-8


               TABLE 6.  DS-3 IOC MAINTENANCE LIMITS PERFORMANCE LEVELS

          ------------------------ --------- -------------- ----------------
          Route Mileage            ES        %EFS           SES
          ------------------------ --------- -------------- ----------------
          0-500                    20        99.97          2
          ------------------------ --------- -------------- ----------------
          501-1500                 30        99.96          4
          ------------------------ --------- -------------- ----------------
          1501-4000                50        99.94          6
          ------------------------ --------- -------------- ----------------
          Mileage used is based on actual one-way route mileage.
          ------------------------------------------------------------------

5.   SYSTEM AVAILABILITY

At all times, the Services shall be performed in order that the System meets the
following Critical Service Level: 

     5.1  SYSTEM AVAILABILITY

     The system System shall operate at 99.98% Availability on an annual basis
     for a 4,000 mile systemSystem.  The Pathnet Network Operation Center will
     advise Texaco if this criteria is not met. 

     5.2  SYSTEM OUTAGE

     The system shall operate to the level of a one-way System outage of less
     than 0.39 seconds/mile/year.

6.   CIRCUIT PROVISIONING PERFORMANCE

     6.1  REPORTS

     Pathnet shall provide monthly reports to Texaco to measure:

          1.   Percentage site Circuit Provisioning performed on time.

          2.   Percentage end-to-end Circuit Provisioning turn ups performed on
               time.

          3.   Percentage multiple Dispatches to perform site specific Circuit
               Provisioning.

          4.   Percentage Circuit Provisioning with reported trouble within
               seven (7) days of turnup.


                                         B-9


     6.2  SERVICE LEVELS

     Texaco shall perform Circuit Provisioning to the following objectives and
     Critical Service Levels:

- ---- -------------------------------------------- -------------- ---------------
                                                                 CRITICAL 
     FUNCTIONALITY                                OBJECTIVE      SERVICE LEVEL
- ---- -------------------------------------------- -------------- ---------------
1    Percentage Site Provisioning on Time         99%            96%
- ---- -------------------------------------------- -------------- ---------------
2    Percentage Circuit Prov. On Time             99%            96%
- ---- -------------------------------------------- -------------- ---------------
3    Percentage Multiple Site Dispatches          5%             7%
- ---- -------------------------------------------- -------------- ---------------
4    Percentage Failed In 7 Days                  1%             2%
- ---- -------------------------------------------- -------------- ---------------
5    Percentage Disconnect Work Orders On Time    98%            95%
- ---- -------------------------------------------- -------------- ---------------

     6.3  CORRECTIVE ACTION

     Both Parties acknowledge that the Critical Service Levels will be used as a
     benchmark for minimum acceptable performance.  For each monthly performance
     below Critical Service Level, Texaco shall provide to Pathnet by the tenth
     (10th) day of the subsequent month, a corrective action plan to include
     root cause analysis, action steps and time frames.




2.






                                         B-10


                                     SCHEDULE C
                                          
                                      CHARGES


1.   INTRODUCTION

The Monthly Services Charges and Dispatch Charges, as adjusted by the
cost-of-living adjustment ("COLA") set forth in Section 2.2.1, when aggregated
with charges for New Services and Pass-Through Expenses as well as any
consideration by and between Pathnet and Texaco provided in the FPM Agreement,
shall fully compensate Texaco for all obligations pursuant to this Maintenance
Service Agreement.

2.   CHARGES

     2.1  MONTHLY SERVICES CHARGE

     Upon Commissioning of each Segment, Pathnet shall pay to Texaco two hundred
     dollars ($200.00) per Site per month, payable in equal quarterly
     installments, for providing the Services in accordance with this Agreement.
     Notwithstanding the foregoing, the Dispatch Charge set forth in Section 2.2
     below will be payable for dispatches for Remedial Maintenance resulting
     from a failure in any of the Equipment (hereinafter, an Equipment
     Dispatch) (excluding failures arising from human error, failure to conduct
     preventive maintenance as required hereunder, or failure due to problems in
     an environmental control or other Facility-based problem) that exceed the
     following limits:

Commissioning to end of first calendar month:     unlimited Equipment dispatches

Beginning of second calendar month to
   end of fourth calendar month:             19 Equipment Dispatches per month

Beginning of fifth calendar month to
  end of seventh calendar month:             14 Equipment Dispatches per month

Beginning of eighth calendar month to
  end of twelfth calendar month:             9 Equipment Dispatches per month


     2.2  DISPATCH CHARGE

     Pathnet shall pay Texaco a maximum on-site time of 2 hours plus travel time
     and mileage to and from the installation site _______ per each Circuit
     Provisioning dispatch; PROVIDED, HOWEVER, Texaco shall not be compensated
     for any second dispatch to a site as required


                                         C-1


     by poor Texaco quality or coordination  (i.e. if Field Technician fails to
     transport required Equipment to perform Circuit Provisioning or a circuit
     fails to operate in accordance with the Specifications as set forth in
     Schedule B.)  The hourly rates and mileage costs are set forth in Exhibit
     C-1.

     2.3  ADJUSTMENTS

          2.3.1     COST OF LIVING ADJUSTMENTS.

               a.        GENERAL.  Beginning on the second anniversary of the
                    Effective Date, and on each subsequent anniversary
                    thereafter, the Monthly Service Charges will be increased by
                    an amount equal to the product of (i) the Monthly Service
                    Charges then in effect; (ii) Actual Inflation (as
                    hereinafter defined) and (iii) the COLA Percentage (as
                    hereinafter defined).

               b.        INDEX.  The Parties agree to use the Historical
                    Consumer Price Index published as final by the Bureau of
                    Labor Statistics, U.S. Department of Labor for all urban
                    consumers, U.S. City Average, All Items, Annual Average
                    1982-84 = 100 ("CPI-U") for purposes of calculating actual
                    inflation.  In the event the Bureau of Labor Statistics
                    stops publishing the CPI-U or substantially changes its
                    content and format, the Parties will substitute another
                    comparable index published at least annually by a
                    mutually-agreeable source.  If the Bureau of Labor
                    Statistics merely redefines the base year for the CPI-U from
                    1982-84 to another year, the Parties will continue to use
                    the CPI-U, but will convert the index to the new base year
                    by using an appropriate conversion formula.

               c.        The Actual Inflation and the COLA Percentage are as
                    follows: 

                    Actual Inflation = Increase in the CPI-U for the prior
                    twelve (12) month period.  

                    COLA Percentage = seventy-five (75%) percent.

     2.4  ADDITIONAL CHARGES

          2.4.1     NEW SERVICES.

          In the event that Pathnet requests Texaco to perform functions that
          are materially different from and in addition to the Services ("New
          Services"), the Parties' obligations with respect to such functions
          shall be as follows:


                                         C-2


               a.        To the extent that the Parties agree that such
                    functions may be performed with existing resources and
                    existing allocation of personnel time under this Maintenance
                    Agreement, the additional functions shall then be considered
                    "Services" and shall be subject to the provisions of this
                    Agreement without further compensation to Texaco.

               b.        To the extent that such functions require additional
                    resources or can not reasonably be performed with the
                    existing allocation of personnel time under this Agreement,
                    then prior to performing such additional functions,  Texaco
                    shall quote to Pathnet:

                     (i)      a charge for such additional functions that is
                         reasonable within the industry.

                    (ii)      the reasonable number of hours to perform such
                         additional functions and such additional functions
                         shall be performed at the rates set forth in Exhibit
                         C-1 to this Schedule C.

                   (iii)      in the case of Maintenance requested for an
                         interconnection Site, the additional charge shall be
                         one hundred percent (100%) of the current Monthly
                         Service Charge for such site.

               c.        Pathnet, upon receipt of such quote, may but shall have
                    no obligation to elect to have Texaco perform the additional
                    functions and if Pathnet elects to use Texaco for such
                    additional charges, then the charges under this Agreement
                    shall be adjusted if appropriate to reflect such functions. 
                    If Pathnet so elects, such service shall then be deemed
                    "Services" and shall be subject to the provision of this
                    Maintenance Agreement.

               d.        Pathnet may elect to solicit and receive bids from
                    third parties to perform such additional functions.  If
                    Pathnet elects to contract for such third-party services,
                    Texaco shall reasonably cooperate with those third parties
                    with respect to the provision of such service.

               e.        The Parties anticipate that the Services will evolve
                    and be supplemented, modified, enhanced or replaced over
                    time to keep pace with technological advancements and
                    improvements in the methods of delivering services, and the
                    Parties acknowledge that these will not be deemed to result
                    in functions materially different from and in addition to
                    the Services.

               f.        If Pathnet's request for additional functions, pursuant
                    to this Section 2.4.1, includes a request for Texaco to 


                                         C-3


                    correspondingly reduce or eliminate Services it is
                    providing, then such additional functions will be considered
                    "Replacement Service".  In such event, the Parties shall
                    determine the resources and expenses required to provide the
                    Replacement Services, including implementation and ongoing
                    support, and the reduction in resources and expenses related
                    to the Services being replaced.  The net increase or
                    decrease in resources and expenses will be the basis on
                    which Texaco shall quote a price for Replacement Services
                    pursuant to subsection (b).  Notwithstanding the foregoing,
                    any Replacement Services shall not materially degrade the
                    System below Critical Service Levels.

          2.4.2     PASS-THROUGH EXPENSES.

          Pass-Through Expenses in excess of five hundred ($500) dollars may not
          be added to the Monthly Services Charge without Pathnet's prior
          written or electronically transmitted consent, which Pathnet may
          withhold in its sole discretion.  Texaco shall promptly provide
          Pathnet with the original or a copy of the third-party invoice for
          such expenses, together with a statement that Texaco has reviewed the
          invoiced charges and made a determination of which charges are proper
          and valid and shall be paid by Pathnet.  Pass-Through Expenses shall
          continue to be booked to the Pathnet office.  







                                         C-4


                                    EXHIBIT C-1
                                          
                                          
                           TEXACO PRESUMPTIVE LABOR RATES
                                          
                                [Texaco to Provide]

The hourly rate for Services is $55/hour for a standard 8:00 AM to 5:00 PM
business day.  All other hours worked will be charged at a $75/hour rate. 
Vehicle expenses will be charged on a per mile basis on a $.045/mile.



















                                         C-5


                                      SCHEDULE D


                                 MAINTAINED EQUIPMENT


                                 [Pathnet to Provide]






















                                         D-1


                                      SCHEDULE E

                      SPARE PARTS AND MAINTENANCE TEST EQUIPMENT

1.   SPARES

     1.1  GENERAL

     Pathnet shall provide to Texaco a full set of Spare Parts with quantities
     reflective of (i) the number of units in service and (ii) manufacturers'
     recommendations adjusted based on Texaco's and Pathnet's actual field
     experience.  Texaco shall store such Spare Parts at the Stocking Depot at
     locations reasonably situated to perform the Services, but each Facility
     shall have a full set of Spare Parts stored in a Stocking Depot close
     enough to such Facility to enable Texaco to comply with the response and
     repair times set forth in Schedule A-2.  Texaco shall be responsible for
     notifying Pathnet promptly if the Spare Parts inventory falls below the
     recommended inventory levels set forth in this Schedule E.  Texaco, upon
     replacing a degraded part or module with a Spare Part, shall send such
     degraded part or module to Pathnet as soon as possible for a replacement
     Spare Part.  Pathnet shall be responsible for promptly providing a
     replacement for any such Spare Part sent from Texaco to Pathnet or
     identified by Texaco as requiring replacement.  Pathnet shall not be
     responsible for replacing any Spare Part damaged or harmed as a result of
     Texaco's negligence.

     1.2  SPARE EQUIPMENT INVENTORY

          1.2.1     GENERAL.

          For each system, Spare Parts shall be provided at a ratio sufficient
          to enable Texaco to comply with the response and repair times set
          forth in Schedule A-2.  Such ratio shall be subject to change based
          upon the field experience of Pathnet and Texaco. 

          1.2.2     INVENTORY.

          The Spare Parts provided by Pathnet shall be as set forth in Exhibit
          E-1 to this Schedule E.

2.   MAINTENANCE TEST EQUIPMENT

     2.1  GENERAL

     Texaco shall be responsible for providing and maintaining at the Stocking
     Depot the Maintenance Test Equipment listed by Pathnet in Exhibit E-2 to
     this Schedule E. Pathnet will recommend quantities and configurations of
     Maintenance Test Equipment appropriate for field alignment and maintenance
     of the proposed digital radios.  Pathnet 



                                         E-1


     has established vendor discounts with Maintenance Test Equipment
     manufacturers and shall pass on such discounts to Texaco.































                                         E-2



                                     EXHIBIT E-1


                                     SPARE PARTS



Quantity                                                         Type
- --------                                                         ----

                                 [Pathnet to Provide]

























                                         E-3


                                     EXHIBIT E-2

                     MAINTENANCE AND PROVISIONING TEST EQUIPMENT

 

- ---------------------------------------------------------------------------------------------------------------
Test Equipment                  Test Type                                Service               Quantity
                                                                         Category
- ---------------------------------------------------------------------------------------------------------------
                                                                                 
Wrist Strap                     Module Handling                            2,3            1 per technician
- ---------------------------------------------------------------------------------------------------------------
Digital Volt Meter              Voltage/Continuity Check                 1,2,3            1 per technician
- ---------------------------------------------------------------------------------------------------------------
Power Meter/Freq Counter RF     TX Power/TX Frequency                      2,3            1 per system
- ---------------------------------------------------------------------------------------------------------------
DS-1/DS-3/OC3                   BER/SES/ES                                 2,3            1 per technician
(Note 3)
- ---------------------------------------------------------------------------------------------------------------
Oscilloscope                    DADE/Phase Lock                            2,3            1 per system
- ---------------------------------------------------------------------------------------------------------------
NEC 2000S Extension Card        TX Test & Alignment                        2,3            1 per system
(Note 2)
- ---------------------------------------------------------------------------------------------------------------
Card Extender Receiver          ATCP Card Adjustment                       2,3            1 per system
NEC-2000S (Note 2)
- ---------------------------------------------------------------------------------------------------------------
Digital Radio Test System       Spectrum Analyzer; DADE;                   2,3            1 per system
                                Freq Counter; Power Meter;
                                IF and Multipath
- ---------------------------------------------------------------------------------------------------------------
Laptop Personal Computer        For PM, Remedial M and                   1,2,3            1 per technician
(Note 1)                        Installation
- ---------------------------------------------------------------------------------------------------------------
NEC| Torque Wrench              Transmitter Changeout                      2,3            1 per technician
(Note 2)                       
- ---------------------------------------------------------------------------------------------------------------
VCO Tuning Wrench   
(Note 2)                        Transmitter Adjustments                    2,3            1 per technician
- ---------------------------------------------------------------------------------------------------------------

 

Note 1:   Software and connector cables associated with Radio and Multiplexer
          will be Provided by Pathnet.

Note 2:   Equipment to be provided to supplier by Pathnet.

Note 3:   TTC310 Test Set is highly recommended .



                                         E-4



                                     SCHEDULE F
                                          
                                          
                               INTENTIONALLY OMITTED
                                          
                                          
                                          
                                          
                                          
                           PATHNET FACILITIES AND SYSTEM

                                 [Pathnet to Provide]





                                         F-1


                                     SCHEDULE G
                                          
                                          
                           CUSTOMER SERVICE AND TRAINING

1.   EQUIPMENT REPAIR ASSISTANCE

     To assist Texaco in performing the Services, Pathnet shall provide the
     following Equipment repair assistance and customer service:

          Intentionally Omitted

          Intentionally Omitted

     1.3  TECHNICAL AND FIELD SERVICE

          1.3.1     Pathnet shall provide technical information, troubleshooting
          assistance, and, in extreme cases, field repair, as determined by
          Pathnet in its sole discretion.  These services can be provided by
          letter, telephone, e-mail or FAX as appropriate.

          1.3.2     After normal working hours, emergency calls will be referred
          to the Network Operating Center.

     1.4  TROUBLESHOOTING CONSULTATION

     Pathnet shall maintain a staff of experienced engineers who shall provide
     troubleshooting assistance and coordination and escalation, if required by
     telephone.

     1.5  WARRANTY AND PRODUCT

     Pathnet shall provide warranty and product coordination and support with
     the applicable manufacturer. 

2.   TRAINING AND CERTIFICATION PROCEDURES

Pathnet, after consultation with Texaco. , shall provide and Texaco Field
Technicians shall be required to participate in a training class to train and
Pathnet shall certify Texaco Field Technicians in performing the Services
pursuant to this Agreement.  Such training shall be performed at Pathnet's
Washington, D.C. or Texas office or at the office of Pathnet's training vendor
and shall comprise approximately forty (40) hours.  Pathnet shall provide all
course training materials to Texaco.  Texaco shall pay the out-of-pocket expense
of attending such training classes.  Pathnet shall provide materials to support
the training sessions.



                                         G-1

                                     SCHEDULE H
                                          
                                          
                           VERIFICATION OF COMMISSIONING
                                          
         [To be attached from Fixed Point Microwave Services Agreement upon
                                   Commissioning]




















                                         H-1