CMO Employment Letter

Exhibit 10.14





[LOGO] intermedia COMMUNICATIONS





December 14, 1998



Ms. Nancy Faigen

35 Wicks End

Wilton, Connecticut 06897



Dear Nancy:



It is with great pleasure that I offer you the position of President and

General Manager, WebSite Management Division with Intermedia

Communications Inc., located in Beltsville, Maryland. We anticipate that

you will accept this offer immediately, and officially assume this

position on December 14, 1998.



This is an important officer position within the Company, which reports

directly to Jim Geiger, Senior Vice President, Chief Marketing Officer.

The annual base salary is $225,000 (based on 52 weeks service). We

recognize that by accepting this position and starting with us

immediately, you will forego a substantial amount of compensation and

other benefits from your former employer. In order to offset the

financial impact to you and in recognition of your commitment to us, we

are pleased to offer you a signing bonus to be dispensed as follows:





. A $125,000 signing bonus will be provided in two installment: $50,000

on January 2, 1999 and $75,000 on August 1, 1999. This amount is

guaranteed without restrictions or requirements.



. An additional $150,000 signing bonus will be provided in two

installments: $50 000 on the date you accept this offer and the

remaining $100,000 will paid on April 1, 1999 provided you are still

employed with us on that date.



In recognition of our commitment to you, we do ask that you warrant, by

your acceptance of this position and the associated bonus, that you are

not subject to or a party to any agreement with your former employer

that would restrict or otherwise prohibit you from accepting this

position with Intermedia.



In addition, this position has an annual management incentive

compensation target opportunity of 45% of base salary ($101,250). For

1999, you will be eligible for this entire bonus opportunity, based on

performance. This bonus opportunity is contingent upon the achievement

of revenue, server units in service, EBITDA, capital expenditure, and

headcount. You will be eligible for a performance and salary review on

January 1, 2000.



This offer includes a stock option grant covering 100,000 shares of

common stock subject to approval by the Compensation Commitee of the

Board of Directors. This grant will vest in equal installments over the

60-month period commencing with the date of your employment by the

Company, subject to customary terms contained in the standard incentive

stock options issued by the Company under the Plan. For pricing

purposes, the date of the grant will be deemed to be the date upon which

the option has bean approved by the Compensation Committee of the Board

of Directors. This grant will immediately vest upon a change in control

of the Company, if followed by termination of your employment with the

Company under certain conditions within twelve months thereafter.



As an employee of Intermedia, you will be entitled to all employee

benefits: Medical insurance, medical and prescription drug card, dental

insurance, short-term and long-term disability, life insurance, 401(k)

Plan, educational reimbursement, holidays, sick leave, military leave,

bereavement leave, voting time off and jury duty leave, and supplemental

executive life insurance. Assuming you start on December 14, 1998 your

medical benefits will be effective January 1, 1999. You will be eligible

for 3 weeks of paid vacation per year, including your first year of



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