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Agreement#: AG-442471
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Cto Employment Agreement

Effective Date: September 18, 2000
Parties:

Cogent Communications Group

Sectors: Computer Software and Services
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Exhibit 10.21


[COGENT LETTERHEAD]

1015 31st Street, NW Suite 330
Washington, DC 20007
Tel: 202-295-4208
Fax: 202-338-8798

September 18, 2000

Mark Allen Schleifer
13400 Briarwood Drive
Laurel, MD 20708-1410

Dear Mark:

Thank you for your interest in Cogent Communications! We would like to extend to you the position of Director Network Engineer. The current cash compensation for this position will be a base salary of $208,000. Base salary will be paid semi-monthly. Additionally, you will receive a signing bonus of $20,800 to be paid on November 1st, 2000.

In addition to the cash compensation you receive, Cogent will issue 175,000 shares of options to purchase common equity in the company at a strike price of $1.50. 100% of these options will vest on a quarterly basis over a 4-year period with a 1-year cliff. Based upon the targeted capitalization of the company, there will be 70 million shares outstanding.

Cogent will periodically perform employee evaluations at mini ...

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