CAIS INTERNET INC
EMPLOYMENT LETTER/BENEDIET
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.txt
<DESCRIPTION>EMPLOYMENT LETTER/BENEDIET
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                                                                    Exhibit 10.1

March 27, 2001


Mr. Peter Benedict
20 Monmouth Parkway
Monmouth Beach, NJ  07750


Dear Peter:

Cais Internet, Inc. ("CAIS", or the "company") is pleased to extend to you an
offer of employment as Senior Vice President of Marketing ("SVP, Marketing"),
subject to a satisfactory background check and approval by the board of
directors of CAIS (the "Board"), on the following terms and conditions:

1.  You will report to the Chief Executive Officer (the "CEO"). Your principal
    duties will consist of managing the public relations, communications, and
    brand marketing functions of the company, as well as such other tasks
    assigned to you by the CEO to create a financially successful enterprise.
    Your full-time employment with CAIS will commence on April 2, 2001.

2.  In consideration of your performance of the above duties you will receive
    compensation as follows, so long as you are in the employ of CAIS as its
    SVP, Marketing:

        A.  Base Salary.  Your base salary will be $225,000 per year, payable in
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            accordance with CAIS' normal payroll practices. You will be eligible
            for annual salary reviews and adjustments, based on performance and
            at the discretion of the Board.

        B.  Annual Bonus.  You will be eligible for an annual bonus of up to 50%
            ------------
            of your base salary, (the "Target Bonus"), based upon CAIS'
            performance and the achievement of individual and company goals and
            objectives, as mutually and reasonably agreed upon by you and the
            Board. Any bonus amounts will be paid subsequent to each fiscal year
            end, in accordance with CAIS' normal practice of paying annual
            bonuses. Any bonus amounts payable in respect of your first year of
            employment will be prorated based on that portion of fiscal year
            2001 for which you are employed. Also, with respect to any annual
            bonuses, you must be in the employ of CAIS at the time such bonuses
            are paid to receive any applicable bonus otherwise payable in
            respect of the preceding fiscal year.

        C.  Signing Bonus.  Upon your acceptance of the terms of this offer,
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            evidenced by your signature below, and upon approval by the Board of
            such terms, you will be eligible to receive a one time signing bonus
            of $30,000, with such bonus to be paid to you within five business
            days after your commencement of your duties as SVP, Marketing.

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        D.  Benefits.  Generally, you will be provided employee benefits
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            commensurate with benefits provided to other CAIS employees in
            executive positions, including, to the extent that CAIS offers a
            401(k) plan, participation in this plan in accordance with the
            company's participation policies.

        E.  Vacation.  You will receive three weeks paid vacation during each
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            year following your commencement of employment with CAIS. You shall
            be eligible to take any accrued vacation following your first six
            months of employment with CAIS.

        F.  Incentive Equity.  You understand that CAIS is attempting to
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            recapitalize its operations, and in conjunction with such attempts
            to recapitalize (the completion and certainty of which cannot be
            guaranteed), CAIS intends to provide you with stock options in the
            recapitalized company. If and when a successful recapitalization of
            the company occurs, and to the extent you are employed by the
            company at that time, you will receive options to purchase six
            tenths of one percent (0.6%) of the shares of common stock of the
            company (the "Common Stock"), on a fully diluted basis at such time.
            These options will vest in equal quarterly installments over a four-
            year period. Upon the occurrence of a change of control of 50% or
            more of the fully diluted ownership of the company (a "Change of
            Control"), or upon termination of your employment by the company
            without cause, vesting of these options will accelerate and the
            options will immediately become 100% vested and exercisable,
            provided that, in the event of a Change of Control, you must
            continue to be employed with the company through such triggering
            event.

        G.  Performance Based Incentive Equity.  In addition to the incentive
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            equity described in Paragraph F above, and also subject to the
            successful recapitalization of the company, additional options equal
            to up to four tenths of one percent (0.4%) of the Common Stock, on a
            fully diluted basis at such time, subject to you and the company
            meeting certain performance objectives to be determined by the
            Board. If granted, these performance based options would be vested
            and fully exercisable upon the earlier to occur of a) a Change of
            Control, b) termination of your employment by the company without
            cause and c) the fourth anniversary of the date the options are
            granted.

            The terms and conditions of your stock options described in Sections
            F and G above will be similar to those of options held by other CAIS
            managers in executive positions, and will be governed by the
            definitive option agreement to be entered into by and between you
            and CAIS.  Please note that CAIS' financial structure and future
            capitalization is uncertain at this time, and therefore this offer
            is a good faith attempt to outline our present incentive
            compensation intentions and cannot be relied upon as a guarantee of
            the grant of any stock-based awards in the event no recapitalization
            occurs.

3.  You have agreed to relocate to the Washington, D.C. area no later than
    December 31, 2001. Upon relocation to the Washington, D.C. area, CAIS will
    pay, or will reimburse you for, your actual, reasonable, out-of-pocket
    moving expenses from your home in New Jersey,, including such reasonable
    costs associated with moving, storage, and up to 90 days of temporary
    housing. During such period when you may utilize temporary housing, you will
    be responsible for all incidental charges associated with your stay in
    temporary housing (e.g., telephone charges, meals, dry cleaning, etc).

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    Until such time as you relocate, CAIS will also reimburse you for the
    reasonable travel costs associated with assuming your new responsibilities,
    including such reasonable costs associated with airfare, housing, meals, and
    car rental. All moving and relocation expenses must be pre-approved in
    advance by CAIS. Detailed receipts and proof of payment must also be
    submitted for reimbursement.

4.  This offer does not constitute an agreement of guaranteed employment for any
    specific term. Your employment with CAIS is "at will," and may be terminated
    by you or by us at any time, provided, however, that you may only terminate
    your employment following thirty (30) days advanced written notice to the
    company of such termination (which notice requirement may be waived by
    CAIS). If your employment is terminated without cause by CAIS, you will be
    entitled to payment, in equal installments over 12 months, of an amount
    equal to one times your then base salary, on a pro rata basis, based upon 12
    months less the number of months that you were actually employed by CAIS
    during the fiscal year in which your employment is terminated, payable at
    such time as annual bonuses are normally paid.

5.  You also agree to be bound by a covenant not to disclose confidential
    information of the company and its affiliates (other than as required by a
    court of competent jurisdiction or with the consent of the Board) at all
    times during and after your employment with CAIS. For one year after
    termination of your employment with CAIS, you also agree to be bound by a
    covenant not to compete with the company and by a covenant not to raid its
    customers, clients, or employees.

To document your acceptance of the above terms, please sign and date the
enclosed copy of this letter where indicated below and return the signed copy to
me.  Peter, we are excited that you have accepted our offer of employment and we
look forward to having you on the CAIS team.


CAIS Internet, Inc.


By:  /s/ Michael J. Lee
Member, Board of Directors

Accepted and Agreed this 29 day of March, 2001:

/s/ Peter Benedict
____________________________
Peter Benedict

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