EMPLOYMENT AGREEMENT



    This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 9, 2000, is

entered into by and between Metromedia Fiber Network, Inc. ("MFN") and

SiteSmith, Inc., a Delaware corporation ("Company"), on the one hand, and Mark

F. Spagnolo ("Executive"), on the other hand.



    WHEREAS, MFN and Company desire that Executive be employed by Company as its

Chief Executive Officer, and Executive desires to be so employed by Company, on

the terms and conditions herein provided.



    NOW, THEREFORE, in consideration of the foregoing and of the respective

covenants and agreements of the parties herein contained, the parties hereto

agree as follows:



    1.  Employment.



        (a) Title; Reporting. During the Term (as hereinafter defined), Company

    shall employ Executive, and Executive shall render services to Company as

    Chief Executive Officer of Company and shall report to the Board of

    Directors of the Company and to the President and Chief Operating Officer of

    MFN. Executive will also be a member of the Board of Directors of Company.



        (b) Duties. Executive shall have such duties as are consistent with the

    position of Chief Executive Officer.



        (c) No Other Employment. Executive shall devote his full and exclusive

    business time and best efforts to the performance of his duties under this

    Employment Agreement and shall perform them faithfully, diligently and

    competently. However, the parties understand and agree that Executive

    currently serves on the Board of Directors of Cobalt Networks and Ztango and

    that he may continue to do so.



        (d) No Conflict. Executive represents and warrants that neither the

    execution by him of this Agreement nor the performance by him of his duties

    and obligations hereunder will conflict with or violate any agreement to

    which he is a party or by which he is bound.



        (e) Commencement Date. This Agreement amends and supercedes the earlier

    Employment Agreement between Executive and Company, PROVIDED, HOWEVER, that

    this Agreement shall become effective as of the effective date of the merger

    between Aqueduct Acquisition Corp., a wholly-owned subsidiary of MFN

    ("Merger Sub"), and the Company (the "Commencement Date"). The earlier

    Employment Agreement will continue in effect until the effective date of the

    merger.



        (f) Place of Employment. Executive's office will be in Dallas, Texas;

    PROVIDED, HOWEVER, that Executive shall travel for business purposes or

    perform services at the Company's other locations as required from time to

    time.



    2.  Term of Employment. Executive agrees to work for, and remain employed

by, the Company for a period of three years, that is, until September 30, 2003.

Until this date, Executive may only resign his employment for Good Cause, as

defined herein. The Company may terminate Executive's employment at any time for

any reason, with or without cause. If Executive's employment continues after

three years, then Executive's employment with the Company shall at all times

thereafter be "at will," which means that either the Executive or the Company

may terminate the Executive's employment at any time for any or no reason, with

or Without Cause (as defined below) by giving notice in writing. Executive's

employment shall terminate automatically in the event of his death. The term of

Executive's employment under this Agreement shall commence on the date hereof

and continue until terminated as provided for herewith ("Term").



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    3.  Compensation.



        (a) Base Salary. Company shall pay to Executive throughout the Term an

    annual salary (the "Base Salary") of not less than $350,000 per year,

    payable in accordance with the Company's customary policies. The Base Salary

    will be reviewed at least annually by the Company's Board of Directors and,

    if appropriate, it will be increased.



        (b) Initial Bonus. Provided that Executive is employed by the Company on

    June 30, 2001, the Company will pay him a bonus of $350,000 (the "Initial

    Bonus"), subject to applicable tax withholding, on or before July 31, 2001.



        (c) Subsequent Bonuses. For each one year period after July 1, 2001,

    Executive shall be eligible to earn an annual discretionary incentive bonus

    equal to at least 100% of his Base Salary ("Target Bonus"). The Target Bonus

    shall be earned based on achievement of objectives to be identified by the

    Board of Directors. The Board will set objectives, after consultation with

    Executive, within sixty days of the start of each twelve-month period.

    Target Bonuses payable under this Subsection 3(c) shall be payable in

    accordance with the Company's normal practices and policies no later than

    30 days after the end of each annual period.



    4.  Equity.



        (a) Option Grant. MFN will grant Executive an option to purchase 500,000

    shares of MFN class A common stock, par value $.01 per share (the "Option

    Shares"), subject to the terms of the Metromedia Fiber Network, Inc. 2000

    Stock Option Plan and execution of the standard form of stock option

    agreement thereunder (except as necessarily modified to conform to the

    provisions of this Agreement). This Option grant shall be granted

    concurrently with or as soon as reasonably practicable after the

    Commencement Date. The per share exercise price of the Option Shares shall

    be equal to the per share fair market value of the class A common stock on

    the date of grant. The Option Shares shall become exercisable as to 25% of

    the Option Shares upon the one year anniversary of the Commencement Date and

    as to the remaining Option Shares shall vest ratably over each of the next

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