EXHIBIT 10.13



                            MANAGED NETWORK AGREEMENT

         This Managed Network  Agreement is effective as of the last date signed
below- by and between Sprint Communications  Company L.P., with offices at 13221
Woodland Park Road,  Herndon,  Virginia  22071,  and Bridge Data  Company,  with
offices at 717 Office Parkway, St. Louis, Missouri 63141.

         WHEREAS, Sprint wishes to provide Managed Network products and services
and related  support to Bridge,  and Bridge wishes to purchase such products and
services from Sprint; and

         WHEREAS,  the  parties  have  agreed to enter  into a  Managed  Network
Agreement  by and  between  them  dated as of the last date  signed  below  (the
"Agreement").

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein and of other good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       Scope.

         Bridge agrees to order,  and Sprint  hereby  agrees to provide  certain
Products and Services at Installation  Sites to be designated by Bridge.  Sprint
shall   install,   manage  and  maintain  the  Products  and  Services  at  each
Installation Site in accordance with the terms of this Agreement,  including the
Performance  Specifications.  The scope of work to be  performed by Sprint under
this Agreement shall be as set forth in Attachment A. Subject to Section 9 below
(Minimum  Commitment),  the fact that a Product or Service is  described  herein
does not obligate  Bridge to purchase  such Product or Service from Sprint under
this Agreement.

2.       Contract Documents and Definitions.

         (a) The Agreement  shall consist of this Managed  Network  Agreement by
and between  Bridge and Sprint,  including  all  attachments  referenced  in and
appended to this  Agreement  and made a part hereof  (the  "Attachments").  This
Agreement shall be interpreted  wherever  possible to avoid conflict between the
Sections  hereof and the  Attachments,  provided  that if such a conflict  shall
arise, the Sections of this Agreement shall control. The Attachments are:

                  Attachment A        Scope of Work
                  Attachment B        Rates and Charges
                  Attachment C        Site Preparation Requirements
                  Attachment D        Installation, Management and Maintenance
                                      Services
                  Attachment E        Performance Specifications

Bridge/Sprint Confidential               -1-                    January 30, 1995
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         (b) Whenever used in this Agreement, the words and phrases listed below
shall have the meanings  given below,  and all defined  terms shall  include the
plural as well as the singular.  Unless  otherwise  stated,  the words "herein,"
"hereunder"  and other similar words refer to this  Agreement as a whole and not
to any  particular  Section  or  other  subdivision.  The  words  "include"  and
"including" shall not be construed as terms of limitation.

         "Affiliate" of a party means the party,  any entity that is directly or
indirectly  controlling,  controlled by or under common  control with the party,
and the directors,  officers employees and agents of all of them, when acting in
their corporate capacity.

         "Bridge"  means  Bridge  Data  Company  and  those  of  its  Affiliates
purchasing Products and Services from Sprint hereunder.

         "Chronic Service Interruption" means an "Interruption" as defined below
which occurs three (3) or more times,  each incident lasting thirty (30) or more
minutes within three (3) consecutive calendar weeks.

         "Confidential   Information"  means  all  information   concerning  the
business of Bridge, Sprint or any third party doing business with either of them
that may be  obtained  from any  source by  Sprint by virtue of its  performance
under  this  Agreement  or by Bridge by  virtue of its use of the  Products  and
Services.  Such information  shall also include the terms of this Agreement (and
negotiations  and  proposals  from  one  party  to the  other  related  directly
thereto),  network  designs  and  design  recommendations,  tools and  programs,
pricing, methods, processes,  financial data, software,  research,  development,
strategic plans or related information.  All such information disclosed prior to
the  execution  of  this  Agreement   shall  also  be  considered   Confidential
Information for purposes of this Agreement. The network design and configuration
of the  Products  and  Services  purchased  hereunder,  shall be  deemed  Bridge
Confidential   Information,   and  shall  not  be  deemed  Sprint   Confidential
Information. Confidential Information shall not include information that: (a) is
already  rightfully  known by the receiving person at the time it is obtained by
such person, free from any obligation to keep such information confidential; (b)
is or becomes  publicly  known through no wrongful act of the receiving  person;
(c) is  rightfully  received by the  receiving  person from third party  without
restriction and without breach of this Agreement.

         "Equipment"  means all items of equipment leased or purchased by Bridge
from  Sprint and used to enable  Bridge to utilize  the  Products  and  Services
provided hereunder.

         "Installation Site" means any location for which Bridge orders Products
or Services.  The Installation  Sites may be changed by Bridge from time to time
on reasonable notice pursuant to Section 7. If Bridge changes the location of an

Bridge/Sprint Confidential               -2-                    January 30, 1995

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Installation  Site  prior to the  actual  installation,  Bridge  will not  incur
additional charges if notice of the change is received by Sprint within ten (10)
days of the date of the order.

         "Interruption"  means  an  event  resulting  from  the  failure  of the
Products and Services which prevents  utilization of a  Sprint-provided  circuit
line,  trunk or service.  Scheduled  maintenance  downtime is not  considered an
Interruption  as long as Sprint  provides  sufficient  notice.  An  Interruption
begins when Sprint is notified or becomes aware of the failure,  whichever first
occurs.  An  Interruption  continues  until the  Products  and/or  Services  are
repaired or restored.

         "Products and Services" means the equipment,  facilities,  programming,
software  and related  services  provided by Sprint to Bridge  hereunder,  which
collectively constitute a fully managed network of Working Systems. The Products
and  Services  include  Sprint  Frame Relay  Service but do not include  special
access  lines that may be used by Bridge in  connection  with the  Products  and
Services.

         "Performance   Specifications"   means  the   standards   contained  in
Attachment  E hereto  which  may be  modified  by the  mutual  agreement  of the
parties.

         "Sprint"  means  Sprint  Communications  Company  L.P. and those of its
Affiliates providing Products and Services to Bridge hereunder.

         "Working  System"  means  a  Bridge  Installation  Site  at  which  the
installation  of the Products and Services has been accepted by Bridge  pursuant
to Section 10.

3.       Term and Extensions.

         (a) The  initial  term of this  Agreement  shall  be three  (3)  years,
commencing on the last date shown on the signature page  (Effective  Date),  and
shall continue in full force and effect unless terminated in accordance with its
provisions.

         (b) Bridge  shall  have the right to extend the term of this  Agreement
for up to two (2)  successive  one (1) year  periods.  Bridge must  exercise its
renewal right by providing  Sprint thirty (30) days' advance  written  notice of
Bridge's intent to extend.

4.       Termination by Bridge.

         Bridge shall have the right to terminate this Agreement:

         (a) with no  liability  to  Sprint  other  than for  charges  (less any
applicable credits) for Product and Services provided prior to such termination,
if:

Bridge/Sprint Confidential               -3-                    January 30, 1995

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                  (i) Bridge provides ten (10) days written notice of its intent
to terminate in the event the  performance  of the managed  network  falls below
that  specified  and  calculated in accordance  with  Attachment E  "Performance
Specifications"  and  Sprint is unable to cure such  failure  within  sixty (60)
days;

                  (ii)  Bridge  provides  ten (10)  days  written  notice of its
intent to  terminate  in the event  Sprint  fails to perform  or comply  with or
violates any material warranty, term, condition or obligation of this Agreement,
or any material  representation,  warranty,  certification  or statement made by
Sprint in this Agreement shall prove to have been incorrect or misleading in any
material respect when made;

                  (iii) Bridge  replaces  the  Products  and  Services  provided
hereunder  with  other  Sprint   services,   provided  that  Bridge  takes  such
replacement   services  under  agreements  that  provide  for  term  and  volume
commitments equivalent to those provided hereunder; or

                  (iv)  Bridge  provides  ten (10)  days  written  notice of its
intent to terminate  in the event  Sprint  becomes the subject of a voluntary or
involuntary  bankruptcy,  insolvency,  reorganization or liquidation proceeding;
makes an  assignment  for the  benefit  of  creditors;  admits  in  writing  its
inability to pay debts when due, or fails within ten (10) days after  receipt of
written notice to remedy any breach of this Agreement.

                  (v) During month twelve (12) of the contract,  Bridge provides
sixty (60) days written notice of its intent to terminate because of a change in
Bridge ownership  control.  The phrase "Bridge ownership control" shall mean (i)
any merger or consolidation of Bridge Information  Systems,  Inc. with any other
person or entity, (ii) any sale, lease, exchange,  mortgage, pledge, transfer or
other  disposition,  in one (1) or a series of  transactions,  of fifty  percent
(50%) or more of Bridge Information Systems, Inc.'s assets (measured by the fair
market value of all the assets of Bridge  Information  Systems,  Inc.), or (iii)
any  acquisition of fifty percent (50%) or more of the combined  voting power of
Bridge Information Systems,  Inc.'s common stock by any person or entity. In the
event Bridge  exercises this option,  Sprint will continue to provide service in
accordance  with the terms,  conditions  and rates  herein for a period of up to
three (3) months  after the  effective  date of  termination.  If  Products  and
Services have not  completely  transitioned  from Sprint after three (3) months,
Sprint will provide  Products and  Services at Sprint's  then current  tariff or
list rates.  Sprint will cooperate  with Bridge or its successor  until services
are completely migrated to another carrier.

         (b) with  liability to Sprint for Products and Services  provided prior
to such termination,  plus an amount equal to fifty percent (50%) of the monthly
price for the Products and Services  terminated for the unexpired portion of the
term of this

Bridge/Sprint Confidential               -4-                    January 30, 1995

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Agreement.  Bridge must provide  Sprint  thirty (30) days written  notice of its
intent to terminate.

5.       Partial Termination.

         (a)  Independent of Bridge's other rights to terminate this  Agreement,
Bridge may

                  (i)  terminate  any  or  all  Products  and  Services  at  any
Installation  Site at which there is a Chronic  Service  Interruption  affecting
Products and Services that collectively account for twenty-five (25%) or more of
Bridge's total payments for all Products and Services at such Installation Site;

                  (ii) terminate at all Installation  Sites any specific Product
or Service subject to a Chronic Service  Interruption if such Product or Service
accounts for  twenty-five  percent (25%) or more of Bridge's  total payments for
all Products and Services;

                  (iii)  terminate  any  Product or Service  when  permitted  by
Section 18(c) or 21(b).

         (b) The Minimum  Commitment shall be reduced to reflect the termination
of any Products or Services under this Section.

6.       Termination by Sprint.

         Sprint shall have the right to terminate this Agreement if:

         (a) Bridge  fails to pay any invoice  that is not the subject of a bona
fide dispute  within thirty (30) days of the date such payment is due and Sprint
provides Bridge with written notice thereof, provided that Bridge shall have ten
(10) days from the time it receives notice from Sprint of nonpayment to cure any
such default;

         (b)  Bridge  fails to  perform  or comply  with or  violates  any other
material covenant,  condition or obligation under this Agreement or any material
representation of Bridge shall prove to have been incorrect or misleading in any
material respect when made; or

         (c)  Bridge   becomes  the  subject  of  a  voluntary  or   involuntary
bankruptcy,  insolvency,  reorganization  or  liquidation  proceeding;  makes an
assignment for the benefit of creditors;  admits in writing its inability to pay
debts when due, or fails within ten (10) days after receipt of written notice to
remedy any breach of this Agreement.

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7.       Rates and Charges.

         For the term of this  Agreement,  Sprint shall charge  Bridge the rates
and charges for the Products and Services set forth in Attachment B. The move or
relocation of an Installation  Site shall be treated as a new  installation  for
all purposes under Attachment B. Any additional charges shall be mutually agreed
upon by the parties.

8.       Invoices.

         (a) Products and Services shall be billed monthly in advance, beginning
when the Products and  Services to which the charges  apply have been  installed
and have been accepted by Bridge pursuant to Section 10. All items on an invoice
not the  subject  of a bona  fide  dispute  shall be  payable  by Bridge in U.S.
currency  within  thirty (30) days from the date of receipt of the invoice.  All
amounts not in dispute are  subject to  interest  charges of 1 3/4 percent  that
will accrue daily on all amounts not paid within thirty (30) days of the date of
receipt of the invoice.

         (b)  Bridge  shall pay  sales,  use,  federal  excise,  utility,  gross
receipt, state and local surcharges, and similar taxes lawfully levied by a duly
constituted  taxing authority against or upon the Products and Services.  In the
alternative,  Bridge shall provide Sprint with a certificate evidencing Bridge's
exemption  from  payment  of or  liability  for such  taxes.  All  other  taxes,
including  any  ad  valorem,  income,  franchise,   privilege,  value  added  or
occupational taxes of Sprint's shall be paid by Sprint.

         (c) Bona fide  disputes  concerning  invoices  shall be referred to the
parties' respective  Contract Managers for resolution.  If they cannot resolve a
dispute within a reasonable  time, the matter shall be escalated to the parties'
representatives  for  resolution.  Any amount to which  Bridge is  entitled as a
result of the resolution of a billing dispute shall be credited promptly.

         (d) In the event that  Customer is seriously  delinquent  in payment of
non-disputed  charges,  then  Sprint  reserves  the right to  require a security
deposit from Bridge prior to continuing  the  provision of existing  services or
allowing the provisioning of additional services.

9.       Minimum Commitment.

         Bridge  agrees to install a minimum of two hundred  (200)  Installation
Sites  in  the  first  year  of  the  Agreement  term,  and  an  additional  280
Installation Sites in the second year of the Agreement term. Thereafter,  Bridge
agrees to maintain a minimum of 480 Installation  Sites for the remainder of the
term of the  Agreement.  This  minimum  commitment  shall  consist  of a 60 site
minimum  for  each  pair of  routers  Sprint  installs  in a  distribution  site
location.

Bridge/Sprint Confidential               -6-                    January 30, 1995

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         If Bridge is not meeting the minimum number of Installation Sites per a
particular  distribution  area, Bridge shall realign the remaining  distribution
area  Installation  sites to another  distribution  area.  After month 24 of the
contract,  if the total  number of  Installation  Sites falls below 480,  Bridge
shall not be eligible to receive the discounted  pricing set forth in Attachment
B of this Agreement.

10.      Acceptance.

         (a) Upon the  installation of Products and Services at any Installation
Site,  Sprint shall conduct  appropriate  tests to establish that it performs in
accordance  with mutually  agreed upon  Acceptance  Criteria and shall  promptly
inform  Bridge of such test results.  If test results show that Products  and/or
Services are performing in accordance with the Performance Specification, Bridge
shall accept the Product or Service at an  Installation  Site within  twenty-one
(21) days of receipt of Sprint's test results.  If Bridge does not notify Sprint
of its acceptance within that period,  the Product or Service shall be deemed to
be accepted by Bridge on the last day of that period.  Sprint may invoice Bridge
for such Product or Service  effective the day after its  acceptance  under this
Subsection.

         (b) If  Sprint's  tests  establish  that a newly  installed  Product or
Service does not perform in accordance  with the mutually agreed upon Acceptance
Criteria,  or Bridge reports to Sprint within the acceptance period specified in
Subsection (a) that it does not perform in accordance  with the mutually  agreed
upon Acceptance  Criteria,  Sprint shall  immediately and diligently  exert best
efforts  to bring it into  compliance.  Sprint  shall not bill  Bridge  for such
Product or Service until its acceptance by Bridge.

         (c)  Upon  repair  or  restoration  of  Products  and  Service  at  any
Installation  Site, Sprint shall conduct  appropriate tests to establish that it
performs in accordance with mutually  agreed upon Acceptance  Criteria and shall
promptly inform Bridge of such test results.

11.      Network Optimization.

         (a)  Sprint  shall  assist  Bridge in  optimizing  the  efficiency  and
cost-effectiveness  of  the  Products  and  Services  in  general  and  at  each
Installment Site. Sprint shall, at a cost to be mutually  negotiated,  implement
upgrades  to  maximize  the  efficiency  of the  Products  and  Services at such
Installation Sites. In the event an upgrade is required to enable Sprint to meet
its  Performance  Specifications,  this  upgrade  shall  be  implemented  at  no
additional cost to Bridge.

         (b) In  cooperation  with  Bridge,  Sprint  shall review the design and
configuration of the Products and Services whenever Bridge's traffic  materially
changes  (e.g.,  upon the  acquisition,  divestiture  or  cessation  of business
operations)  or new or  different  products  or  services  become  Products  and
Services hereunder.  In any event, such reviews will be conducted at least every
ninety  (90) days if so

Bridge/Sprint Confidential               -7-                    January 30, 1995

<PAGE>

requested by Bridge.  Sprint shall  provide  written  recommendations  to Bridge
based upon such reviews.

12.      Equipment Lease/Purchase.

         Bridge  may lease or  purchase  from  Sprint or from one or more  other
vendors the  equipment  necessary  to enable  Bridge to utilize the Products and
Services  provided  hereunder,  provided that Bridge must purchase or lease from
Sprint the  equipment  required  for the minimum  number of sites  specified  in
Section 9. If Bridge  chooses to lease or purchase such  equipment  from Sprint,
the parties shall execute a separate agreement for that purpose.

13.      Maintenance Support.

         Sprint shall provide  maintenance  service at each Installation Site in
accordance with the terms of Attachment D commencing upon Bridge's acceptance of
the Products and Services at such  Installation  Site and  continuing  until the
earlier of (a) the termination of all Products and Services at such Installation
Site or (b) the termination or expiration of this Agreement.

14.      Access Management.

         (a) Sprint shall order and manage on Bridge's  behalf  access  services
for use in  connection  with the Products  and  Services.  Sprint shall  utilize
Teleport Communications Group ("TCG") for access services where available. Rates
shall be Sprint Tariff 8 less fifteen  percent  (15%),  with Access Channel Fees
("ACF") and Central Office Connection ("COC") charges waived. Sprint will review
access rates annually.  Sprint will only pass through to Bridge any decreases in
Tariff 8 rates,  but shall not pass through any  increases.  For rates that have
decreased, Sprint will reprice at the then current Tariff 8 rates less 15%. Once
the SIA Local Access Services  contract is signed,  Bridge may take advantage of
the SIA  pricing if TCG  provides  the  access.  However,  Bridge may use access
pricing  from only one  contract,  i.e.,  either this  contract or the SIA Local
Access Services contract. If SIA access pricing is selected,  non-SIA sites will
be  charged at  current  Sprint  Tariff 8 rates and ACF and COC shall be waived.
(Bridge  shall  also have the option of  choosing  Sprint's  Coordinated  Vendor
Billed  Access  ("SCVBA")  service at the price  specified in  Attachment  B. If
Bridge selects this option,  Sprint act's as Bridge's  agent to order,  test and
install access services, but the access provider bills Bridge directly.)

         (b) Bridge shall supply  Sprint with letters of agency to permit Sprint
to act on Bridge's behalf for purposes of ordering and managing access services.
The access  provider  will invoice  Sprint,  and Sprint will invoice  Bridge for
access services.

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         (c) Sprint shall use due care to (i) monitor, direct and supervise such
access  provider's  performance  (including  conducting fault  isolation);  (ii)
enforce any warranties and other  assurances of performance  obtained from it by
Sprint  pursuant to tariff or otherwise;  or (iii) report promptly to Bridge any
actual or threatened failure of performance by such access provider that does or
could  reasonably  be  expected  to affect  adversely  in any  material  respect
Sprint's  ability to provide  any  Product  or  Service in  conformity  with the
requirements of this Agreement.

15.      Rights and Obligations of Bridge.

         (a) Contract Manager.  Bridge shall assign a representative to serve as
Sprint's  point-of-contact for all matters concerning its performance under this
Agreement.

         (b) Site  Preparation.  Bridge shall,  at its own expense,  provide all
necessary  preparations of each  Installation Site in accordance with Attachment
C, including inside wiring, demarc extension and rack mount accessories.  Bridge
shall  ensure  that  Bridge-provided  equipment  is on  site  by  the  scheduled
installation  date.  If Sprint is required to  reschedule  the  installation  of
Bridge-provided   equipment   because  it  is  not  on  site  by  the  scheduled
installation date, Bridge shall pay Sprint to redispatch installation personnel.

         (c)      Proper Use of Equipment.

                  (i)  Bridge  shall  use any  equipment  provided  by Sprint in
connection with the Products and Services in accordance with its  documentation,
which documentation shall be provided by Sprint at no additional charge.  Unless
otherwise  provided herein,  Bridge shall surrender the equipment to Sprint upon
the termination of this Agreement.

                  (ii) Bridge  shall be liable for damages to the  Products  and
Services  caused by the  negligence  or willful  acts or  omissions  of Bridge's
officers,  employees,  agents  or  contractors;  for the loss  through  theft or
vandalism  of the  Products  and  Services at the  Installation  Sites;  and for
damages to Products and Services  caused by the use of equipment or supplies not
provided hereunder or otherwise authorized by Sprint.

                  (iii) Bridge shall neither permit nor assist others to use the
Products  and  Services  for any  purposes  other  than that for which  they are
intended;  fail to maintain a suitable  environment  as specified  Sprint in the
applicable  schedule;  or alter,  tamper with, adjust or repair the Products and
Services. Any such alteration,  tampering,  adjustment or repair by Bridge shall
relieve  Sprint  from any  liability  or  obligation  hereunder  (including  any
warranty  or  indemnity  obligation)  relating  to  the  affected  Products  and
Services,  and Bridge shall be liable to Sprint for any documented  direct costs
incurred by Sprint as a result of such actions.

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         (d) Abuse or  Fraudulent  Use of Products  and  Services.  Bridge shall
neither permit nor assist others to abuse or  fraudulently  use the Products and
Services, including

                  (i)  obtaining  or   attempting  to  obtain   service  by  any
fraudulent means or device to avoid payment;

                  (ii)  accessing,  altering or destroying  any  information  of
another Sprint customer by any fraudulent  means or device,  or attempting to do
so; or

                  (iii) using the Products and Services so as to interfere  with
the use of the Sprint network by other Sprint  customers or authorized  users in
violation of the law or in support of any unlawful act.

16.      Rights and Obligations of Sprint.

         (a) Program Manager.  Sprint shall assign a representative  to serve as
Bridge's  point-of-contact for all matters concerning its performance under this
Agreement.

         (b)  Provision  of the  Products and  Services.  Sprint shall  install,
operate,  maintain and manage the Products and Services at the Installation Site
designated by Bridge in accordance with the Performance Specifications and other
terms of this  Agreement.  Sprint  shall  install  the cable that  connects  the
Products and Services to Bridge servers at such Installation  Sites to achieve a
Working System.  Bridge may at any time add, delete,  relocate or, with Sprint's
consent,  modify any  Product or  Service.  The  installation  interval  for any
addition or relocation shall be determined by agreement of the parties.

         (c)      Access and Security.

                  Sprint  personnel shall have such access to Bridge's  premises
as is  reasonably  necessary to provide the Products and Services in  accordance
with this  Agreement,  provided that Sprint  personnel shall comply at all times
with  Bridge's  reasonable  security  requirements.  Bridge shall have the right
immediately  to terminate the right of access of any Sprint  personnel to any or
all Installation  Sites should Bridge determine in its sole discretion that such
termination  is in  Bridge's  best  interest,  provided  that  Bridge  shall not
exercise this right on grounds  unrelated to job performance or in a manner that
obliges  Sprint  to  commit  any  unlawful  act.  Unless  Sprint  knew or should
reasonably have known that particular  Sprint  personnel would be barred from an
Installation Site, the time allowed for any installation,  repair,  maintenance,
or similar  action that such personnel were to perform shall be extended for the
period reasonably  required by Sprint to deploy substitute  personnel,  provided
that Sprint  shall use its best efforts to deploy such  substitute  personnel as
quickly as possible. For purposes of this Subsection, any subcontractor or other
agent of Sprint shall be treated as Sprint personnel.

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         (d)      Insurance.

                  (i) At all times  during  the term of this  Agreement,  Sprint
shall maintain for itself, its officers,  employees, agents, and representatives
the  following:  (i) all insurance  coverage  required by federal and state law,
including workers' compensation insurance;  (ii) comprehensive general liability
insurance  with a combined  limit of not less than  $5,000,000  of coverage  for
bodily injury and property  damage under a standard or excess  policy,  together
with  additional  insurance  required to cover  claims,  losses and  liabilities
hereunder;  (iii) a fidelity  bond covering  Sprint,  its officers and employees
with a limit of not less than $5,000,000, underwritten by an insurer licensed to
do business in the state of Missouri; and (iv) automobile liability insurance in
the amount of not less than  $1,000,000.  Sprint's general  liability  insurance
shall include  coverage for claims  brought  against  Sprint as a result of work
performed  by its  subcontractors.  The policy  limits set forth in this Section
shall in no way be construed as a limitation on Sprint's liability hereunder.

                  (ii) Sprint shall  furnish to Bridge,  upon  written  request,
certificates of insurance or other appropriate documentation (including evidence
of renewal  of  insurance)  evidencing  the  general  liability  and  automobile
liability  insurance coverage  referenced above,  naming Bridge as an additional
insured.  Such  certificates  or other  documentation  shall include a provision
whereby  fifteen  (15) days' prior  written  notice  shall be provided to Bridge
prior to coverage  cancellation or other material alteration by either Sprint or
the applicable  insurer.  Such  cancellation  or material  alteration  shall not
relieve Sprint of its continuing  obligation to maintain  insurance  coverage in
accordance with this Subsection.

                  (iii)  In  lieu  of all or  part  of  the  insurance  coverage
specified  in  Subsection  (i),  Sprint  may  self-insure  with  respect  to any
insurance coverage, except where expressly prohibited by law.

         (e)      Representations and Warranties.

                  (i) Sprint  hereby  warrants  that the Products and  Services,
with the  exception  of the ISC  Cards,  will  operate  in  accordance  with the
Performance  Specifications  upon the date  installed and throughout the term of
this Agreement.  Sprint assumes no responsibility for the performance of the ISC
Cards because Bridge is contracting directly with ISC for special development of
the Cards.  Sprint  acknowledges  that, in the event of the  Interruption of any
Product or Service,  Bridge may suffer damages the amount of which cannot easily
be determined.

                           (A) In the event that Sprint does not provide overall
network  availability  as defined in  Attachment  E, Sprint shall grant Bridge a
credit (the "Credit  Allowance")  for the sites that cause  Sprint's  failure to
meet the overall network availability.

Bridge/Sprint Confidential               -11-                   January 30, 1995

<PAGE>

A separate  availability  calculation  will be derived  for those sites that are
contributory to Sprint's  failure to meet its network  availability  commitment.
Credits will be applied to those sites in accordance with the following table:

         For Site Types A, B1, B2, C1, C2, if the service availability is:

             Greater than
             or equal to            and less than             the credit is
               99.95%                  --                          0%
               99.85%                  99.95%                      1%
               99.75%                  99.85%                      2%
               99.65%                  99.75%                      3%
               99.55%                  99.65%                      4%
               99.45%                  99.55%                      5%
               99.35%                  99.45%                      6%
               99.25%                  99.35%                      7%
               99.15%                  99.25%                      8%
               99.05%                  99.15%                      9%
               98.95%                  99.05%                     10%

         For Site Types D, E1, E2, if the service availability is:

             Greater than
             or equal to            and less than             the credit is
               99.91%                  --                          0%
               99.81%                  99.91%                      1%
               99.71%                  99.81%                      2%
               99.61%                  99.71%                      3%
               99.51%                  99.61%                      4%
               99.41%                  99.51%                      5%
               99.31%                  99.41%                      6%
               99.21%                  99.31%                      7%
               99.11%                  99.21%                      8%
               99.01%                  99.11%                      9%
               98.91%                  99.01%                     10%

No credit shall exceed 10% for any site.

                            (B) For any  Interruption  that the parties agree is
likely to last  beyond  ten (10) days,  Bridge  shall have the right in its sole
discretion to subscribe to an alternative Sprint service to replace the affected
Product or Service for the period of time that the  Products  and  Services  are
interrupted.  If Sprint cannot provide a suitable  alternative  service over its
own facilities,  Sprint shall obtain from other vendors or carriers the services
or  facilities  necessary  to provide  substitute  service to Bridge.  If Bridge
elects to obtain these alternative services through Sprint, Bridge shall pay the
lesser of the rates and  charges  for the  affected  Product  or  Service or the
charges incurred for the alternative  service (including usage charges, if any).
Sprint shall not charge Bridge to connect, commence or terminate any alternative
service obtained under this Subsection.

Bridge/Sprint Confidential               -12-                   January 30, 1995

<PAGE>

                            (C) Sprint shall not be liable for Credit Allowances
for an  Interruption  in  connection  with a Product or Service for which Bridge
obtains  alternative  service  under  Subsection  (B) after it begins using such
alternative service.


                  (ii) Sprint  hereby  represents  and  warrants  that the terms
hereof do not conflict in any respect  whatsoever with any Sprint tariff on file
with the Federal Communications  Commission or other regulatory body. If, during
the  term of this  Agreement,  Sprint  shall  file a  contract  specific  tariff
governing the Products and Services or any portion  thereof,  such tariff filing
shall be consistent in all respects with the terms of this Agreement, and Sprint
shall give Bridge ten (10) days'  advance  notice of making such a tariff filing
and of filing any subsequent modifications thereto.

                  (iii)  THE  FOREGOING  WARRANTIES  ARE IN  LIEU  OF ALL  OTHER
WARRANTIES,   EXPRESS  OR  IMPLIED,   INCLUDING   THE  IMPLIED   WARRANTIES   OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

17.      Limitations on Liability.

         (a) Each party's liability to the other during the service term for all
injuries  other than those listed in  Subsection  (c) below shall not exceed one
hundred thousand dollars ($100,000).

         (b)  Neither   party  shall  be  liable  to  the  other  for  indirect,
incidental,  consequential,  exemplary,  reliance or special damages,  including
damages for lost profits,  regardless of the form of action whether in contract,
indemnity, warranty, strict liability, or tort, including negligence of any kind
with regard to the Products and Services or other conduct under this Agreement.

         (c)  Nothing  contained  in this  Section  shall limit  either  party's
liability to the other for (i) willful or intentional misconduct; or (ii) injury
or death,  or damage to  tangible  real or  tangible  personal  property  or the
environment,  when proximately caused by Sprint's or Bridge's negligence or that
of their  respective  agents,  subcontractors  or employees.  Nor shall anything
contained in this Section limit Sprint's intellectual  property  indemnification
obligations under Section 21.

18.      Equipment and Software Not Provided by Sprint.

         (a) Sprint shall not be responsible for the installation,  operation or
maintenance  of equipment or software not  provided  under this  Agreement;  nor
shall Sprint be responsible for the  transmission or reception of information by
equipment  or software  not  provided  hereunder.  In the event that Bridge uses
equipment or software not provided  hereunder in a manner that impairs  Bridge's
use of the Products and  Services,  Bridge shall not be excused from payment for
such use.

Bridge/Sprint Confidential               -13-                   January 30, 1995

<PAGE>

Upon notice  from Sprint that  equipment  or software  not  provided  under this
Agreement  is  causing  or is likely to cause  hazard,  interference  or service
obstruction,  Bridge shall eliminate the likelihood of such hazard, interference
or service obstruction.

         (b)  Notwithstanding  the  foregoing,  Sprint  shall,  at no additional
charge,  provide all  interface  specifications  for the  Products  and Services
reasonably  requested by Bridge.  Sprint shall,  upon the receipt of appropriate
specifications from Bridge, inform Bridge of the compatibility with the Products
and  Services  of any  equipment  or  software  that  Bridge  proposes to use in
connection  therewith;  the  effects,  if any, of the use of such  equipment  or
software  on the  quality,  operating  characteristics,  and  efficiency  of the
Products and  Services;  and the effects if any, of the Products and Services on
the operating characteristics and efficiency of any such equipment or software.

         (c) If any material  modification or reprovisioning of Sprint's network
(including  any  modification  of the  software  for which a license is provided
hereunder)  undertaken other than at Bridge's request (i) adversely  affects any
of the Products and Services,  (ii) causes Bridge to incur significant costs for
any Products and Services (a write-down of equipment or equipment-related assets
being a cost for purposes of this  Subsection),  (iii) prevents proper operation
of any Bridge equipment, or (iv) prevents any Products and Services from meeting
any  Performance  Specification,  Bridge shall have the right to  terminate  any
adversely  affected  Products and  Services  pursuant to Section 5. Sprint shall
provide   advance   notification   to  Bridge  of  any  such   modification   or
reprovisioning.

19.      Proprietary Rights; License.

         (a) Sprint hereby grants to Bridge a non-exclusive and non-transferable
license to use all  programming  and  software  necessary  for Bridge to use the
Products and  Services.  Such license is granted for the term of this  Agreement
and for the sole purpose of enabling Bridge to use the Products and Services.

         (b) All title and  property  rights  (including  intellectual  property
rights) to Products and Services (including associated programming and software)
are and shall  remain with Sprint.  Bridge  shall not attempt to examine,  copy,
alter,  "reverse  engineer,"  tamper with or otherwise  misuse such Products and
Services,  programming  and software.  Bridge accepts title to the Equipment and
risk of loss of Equipment FOB destination.

20.      Confidentiality.

         (a)  During  the term of this  Agreement  and for a period  of five (5)
years  from the date of its  expiration  or  termination  or the  expiration  or
termination of all extensions  thereto,  each party agrees to maintain in strict
confidence  all  Confidential  Information.  Neither party shall,  without prior
written consent,

Bridge/Sprint Confidential               -14-                   January 30, 1995

<PAGE>

use the other party's  Confidential  Information  for any purpose other than for
the performance of its duties and obligations  under this Agreement.  Each party
shall use, and cause all authorized recipients of the other party's Confidential
Information  to use,  the same  degree  of care to  protect  the  other  party's
Confidential Information as it uses to protect its own.

         (b)  Notwithstanding  Subsection  (a),  either  party may  disclose the
Confidential Information of other party to: (i) its employees and the employees,
directors  and  officers  of its  affiliates  as  necessary  to  implement  this
Agreement;  (ii)  employees,  agents or  representatives  of the other party; or
(iii) other  persons  (including  counsel,  consultants,  lessors or managers of
facilities  or  equipment  used  by  such  party)  in  need  of  access  to such
information for purposes specifically related to either party's responsibilities
under this Agreement,  provided that any disclosure of Confidential  Information
under  clause  (iii) shall be made only upon the prior  written  approval of the
other party and subject to  appropriate  assurances  that the  recipient of such
information shall hold it in strict confidence.

         (c)  Upon  the  request  of the  party  having  proprietary  rights  to
Confidential  Information,  the party in  possession of such  information  shall
promptly return it (including any copies, extracts and summaries thereof) to the
requesting  party,  or, with the other party's written  consent,  shall promptly
destroy it and provide the other party with written certification of same.

         (d) Either party may request in writing that the other party waive all,
or any portion, of the requesting party's responsibilities relative to the other
party's  Confidential  Information.  Such  waiver  request  shall  identify  the
affected information and the nature of the proposed waiver. The recipient of the
request shall respond within a reasonable  time, and if, in its sole discretion,
it determines to grant the requested  waiver,  it will do so in writing over the
signature of an employee authorized to grant such request.

         (e)   Bridge   and   Sprint   acknowledge   that  any   disclosure   or
misappropriation  of  Confidential  Information  in violation of this  Agreement
could cause irreparable harm, the amount of which may be extremely  difficult to
determine,  thus potentially making any remedy at law or in damages  inadequate.
Each party, therefore, agrees that the other party shall have the right to apply
to any court of competent  jurisdiction  for an order  restraining any breach or
threatened  breach of this Section and for any other  appropriate  relief.  This
right shall be in addition to any other remedy available in law or equity.

         (f) A party requested or ordered by a court order or other governmental
authority of competent  jurisdiction to disclose  another  party's  Confidential
Information  shall notify the other party in advance of any such disclosure and,
absent the other  party's  consent to such  disclosure,  use its best efforts to
resist and to assist  the other  party in  resisting  such  disclosure.  A party
providing  another

Bridge/Sprint Confidential               -15-                   January 30, 1995

<PAGE>

party's  Confidential  Information  to a court or other  governmental  authority
shall use its best efforts to obtain a protective order or comparable  assurance
that the Confidential Information so provided will be held in confidence and not
further disclosed to any other person, absent the owner's prior consent.

21.      Indemnification.

         (a) Sprint shall defend,  settle,  or otherwise manage its own cost and
expense any claim or action against  Bridge or any of its  directors,  officers,
employees  or  permissible  assigns  for actual or alleged  infringement  of any
patent, copyright,  trademark, trade secret, or similar proprietary right to the
extent that such claim or action  arises from  Bridge's  use of the Products and
Services.  Bridge shall notify  Sprint  promptly in writing of any such claim or
suit and shall  cooperate  with Sprint in a  reasonable  way to  facilitate  the
settlement  or defense  thereof.  Sprint  further  agrees to indemnify  and hold
Bridge  harmless  from and against  and all  liabilities  and  damages  (whether
incurred as the result of a judicial decree or a settlement),  and the costs and
expenses  associated  with any claim or action  of the type  identified  in this
Subsection.

         (b) If, as a consequence  of a claim or action of the kind described in
Subsection  (a),  Sprint's or Bridge's  use of any Product or Service or related
documentation is enjoined,  Sprint shall, at its own option and expense, either:
(i)  procure  for Bridge the right to  continue  using the  affected  Product or
Service or  documentation;  (ii) modify such Product or Service or documentation
so that it is  non-infringing  (provided that such  modification does not affect
the  intended  use of the Product or Service or  documentation  as  contemplated
hereunder);  or (iii) upon written notice to Bridge, substitute for such Product
or  Service  or   documentation   a   comparable,   non-infringing   service  or
documentation.  If Sprint  cannot do (i)-(iii)  above,  Bridge may terminate any
affected  Product or Service  pursuant to Section 5, and Sprint  shall refund to
Bridge any prepaid charges therefor.

         (c) Sprint and Bridge  will be  indemnified  and saved  harmless by the
other  from and  against  all loss,  liability,  damage and  expense,  including
reasonable counsel fees, caused by:

                  (i)  Claims  for  libel,  slander,   invasion  of  privacy  or
infringement of copyright,  and invasion and/or alteration of private records or
data  arising  from any  information,  data,  or messages  transmitted  over the
network by Bridge; and

                  (ii) Claims for  infringement  of patents arising from the use
of equipment  and  software,  apparatus  and systems not  provided  hereunder in
connection with Products and Services.

Bridge/Sprint Confidential               -16-                   January 30, 1995

<PAGE>

22.      Assignment.

         Neither  party may assign this  Agreement or any rights or  obligations
hereunder, without the prior written consent of the other party, which the other
party  may  grant  or  withhold  in its  sole  discretion.  Notwithstanding  the
foregoing,  either  party may assign this  Agreement or any or all of its rights
and obligations hereunder,  to its parent, any of its affiliates or subsidiaries
upon notice to, but without the consent of, the other party.  No  assignment  of
this Agreement  shall relieve either party of any  obligations  thereunder.  Any
attempted assignment in violation of this Section shall be void.

23.      Force Majeure.

         (a) In no event  shall  either  party be  liable  to the  other for any
failure to perform  hereunder that is due to war, riots,  embargoes,  strikes or
other  concerted  acts of workers  (whether  Sprint's or  others'),  casualties,
accidents or other causes beyond the control of the party  claiming  excuse.  No
failure to perform  shall be excused under this  Subsection  unless such failure
and the  consequences  thereof  are beyond the  control and without the fault or
negligence of the party claiming excuse.  Each party shall, with the cooperation
of the other,  use  reasonable  efforts to mitigate the extent of any failure to
perform and the adverse consequences thereof.

         (b) If Sprint  cannot  promptly  provide a  suitable  temporary  Sprint
alternative  to a Product or Service  subject to an  Interruption  in connection
with the existence of a force majeure  condition,  Bridge may, at its option and
at its own cost, contract with one or more third parties for any or all affected
Products and Services for the shortest  commercially  available period likely to
cover the  reasonably  expected  duration of the  Interruption,  and may suspend
Sprint's  provision of such Products and Services for such period.  Sprint shall
not charge Bridge for any Products and Services thus suspended during the period
of  suspension.  Sprint shall resume  provision  of the  suspended  Products and
Services upon the later of the  termination  or  expiration of Bridge's  legally
binding commitments under contracts with third parties for alternative  services
or the cessation or remedy of the force majeure condition.

         (c) In the event that a force majeure condition shall continue for more
than sixty (60) days,  Bridge may cancel the affected Products and Services with
no further  liability to Sprint other than for Products and Services received by
it prior to the occurrence of the force majeure condition.

24.      Modifications.

         No  modification,  amendment,  or supplement to the Agreement or any of
its  provisions  shall be binding  upon the  parties  unless made in writing and
signed by an authorized  representative  of the party  against whom  enforcement
thereof is  sought.  A failure  or delay of either  party to enforce  any of the
provisions of this

Bridge/Sprint Confidential               -17-                   January 30, 1995

<PAGE>

Agreement,  to exercise  within the time specified (if any) any option  provided
herein,  or to require  performance  of any provision  hereof shall in no way be
construed to be a waiver of such option or provision.

25.      Notices.

         All notices or other  communications  required or permitted to be given
or delivered  under this Agreement shall be in writing and shall be sufficiently

given if delivered,  in the case of disputes  arising under this  Agreement,  by
registered  mail or overnight  express  mail service or, in all other cases,  by
first class mail as follows:

Notice to Sprint shall be to:    Sprint Communications Company
                                 13221 Woodland Park Road
                                 Herndon, Virginia  22170
                                 Attn:  Data Contracts Administration

Notice to Bridge shall be to:    Bridge Data Company
                                 717 Office Parkway
                                 St. Louis, MO  63141
                                 Attn:  Bernice Pennington

Either party may from time to time designate  another address or other addresses
by notice to the other  party in  compliance  with this  Section.  Any notice or
other communication shall be deemed to be given when received.

26.      Advertisement and Publicity.

         Neither  Sprint  nor  Bridge  shall  use the  name of the  other in any
publicity  release,  solicitation  or  promotional  material,  or  advertisement
without the prior written consent of the other. This prohibition includes use of
the other's name,  trademarks or logos or any other reference to the other party
directly or indirectly in any  advertising,  sales  presentation,  news release,
release to any professional or trade publication or for any other purpose.  Each
party may withhold consent under this Section in its sole discretion.

27.      Headings.

         The headings in this  Agreement are for purposes of reference  only and
shall not in any way limit or otherwise affect the meaning or  interpretation of
any of the terms hereof.

28.      Severability.

         If any provision of this Agreement is held to be invalid,  illegal,  or
unenforceable,  the unaffected  provisions of this Agreement shall be unimpaired
and remain in full force and effect.  Sprint and Bridge shall  negotiate in good
faith to

Bridge/Sprint Confidential               -18-                   January 30, 1995

<PAGE>

substitute  for such invalid,  illegal,  or  unenforceable  provision a mutually
acceptable provision consistent with the original intention of the parties.

29.      Governing Law.

         This Agreement shall be construed and enforced in accordance  with, and
validity and  performance  hereof shall be governed by, the laws of the State of
New York.

30.      Performance Pending Outcome of Disputes.

         (a) Pending the resolution of any dispute or controversy  arising under
this Agreement,  Sprint shall continue to perform its obligations  hereunder and
shall not discontinue,  disconnect, or in any other fashion cease to provide all
or any  substantial  portion  of the  Products  and  Services  to Bridge  unless
otherwise directed by Bridge.

         (b) This Section  shall not apply where (i) Bridge is in default  under
this Agreement or (ii) the dispute or  controversy  between  parties  relates to
harm to the  Sprint  network  allegedly  caused by Bridge  and  Bridge  does not
immediately  cease and desist  from the  activity  giving rise to the dispute or
controversy.

31.      Entirety of Agreement.

         This Agreement,  together with all Attachments,  constitutes the entire
Agreement and supersedes  all previous  agreements,  promises,  representations,
understandings,  and negotiations between the parties,  whether written or oral,
with respect to the subject matter hereof.

         IN WITNESS  WHEREOF,  the  parties  hereto,  each by a duly  authorized
officer,  have caused this  Agreement  to be executed as of the date first above
written.

SPRINT COMMUNICATIONS CO. L.P.            BRIDGE DATA COMPANY

                                          /s/ Charles A. Dill
----------------------------              --------------------------------
Signature                                 Signature




Bridge/Sprint Confidential               -19-                   January 30, 1995

<PAGE>



                                          Charles A. Dill
----------------------------              --------------------------------
Printed Name                              Printed Name


                                          President & CEO
----------------------------              --------------------------------
Title                                     Title


                                          1/31/95
----------------------------              --------------------------------
Date                                      Date







Bridge/Sprint Confidential               -20-                   January 30, 1995

<PAGE>


                                  ATTACHMENT C

                          SITE PREPARATION REQUIREMENTS

I        WELLFLEET AN ROUTER

         A.       PHYSICAL CHARACTERISTICS (TABLE TOP/RACK MOUNT)

<TABLE>
<CAPTION>
         Height                             Width                                 Depth
         ------                             -----                                 -----
<S>                                         <C>                                  <C>
         3.33 inches (8.45 cm)              17.5 inches (44.45 cm)               9.15 inches (23.24 cm)
</TABLE>

         B.       AIR PLENUM REQUIREMENTS

<TABLE>
<CAPTION>
         Access Feeder Note                 Required Air Plenum                  Suggested Air Plenum
         ------------------                 -------------------                  --------------------
<S>                                         <C>                                  <C>
         Right side                         2 inches (5.1 cm)                    3 inches (7.6 cm)
         Left side                          2 inches (5.1 cm)                    3 inches (7.6 cm)
         Rear side                          6 inches (15.3 cm)                   6 inches (15.3 cm)
</TABLE>

         C.       POWER REQUIREMENTS

<TABLE>
<CAPTION>
           Voltage              Current           Frequency          Watts Max         Connector            Protection
           -------              -------           ---------          ---------         ---------            ----------
<S>                             <C>                <C>                 <C>              <C>                 <C>
           100-240              1.0A @             47.63 Hz            97               Nema 5-15P          Fuse in power
           VAC                  110 VAC                                                 (USA)               Supply
                                                                                        Country
                                                                                        Specific
</TABLE>

         D.       ENVIRONMENTAL REQUIREMENTS

<TABLE>
<CAPTION>
         Altitude                   Operating Humidity                          Temperature
         --------                   ------------------                          -----------
<S>                                 <C>                                         <C>
         0-8,000 feet (0-2400m)     20%-80% non-condensing                      32 to 104 F
                                                                                (0-40 C) stable
</TABLE>

II.      TELEBIT NETBLAZER PN

         A.       PHYSICAL SIZE                           2.4"H x 8.5"L x 13"D
                                                          (6cm x 22 cm x 33 cm)

         B.       WEIGHT                                  4lbs. (2 kg)

         C.       POWER REQUIREMENTS                      100-250VAC,
                                                          (50/60 Hz)

         D.       POWER CONSUMPTION                       25 Watts


--------------------------------------------------------------------------------
Bridge                                C-1                                1/30/95

<PAGE>

                                  ATTACHMENT D

                     DOMESTIC INSTALLATION, MAINTENANCE, AND
                               MANAGEMENT SERVICES

This document describes the installation,  maintenance,  and management services
provided by Sprint for Bridge's managed router network.

I.       INSTALLATION

Sprint  will  provide  installation  services  for all  routers,  Telebit  PN2DE
Netblazers,  and Telebit modems ordered from Sprint.  Sprint reserves the rights
to employ third party vendors for the actual on-site installation.  Installation
for fully managed routers consists of:

         1.       A physical or telephone  site survey may be required  prior to
                  installation.

         2.       Collection  of  necessary  configuration  information  using a
                  Sprint  provided  router   installation  form  (joint  process
                  between  Sprint and the customer).  Configuration  information
                  must be  completed  prior to the install and each site must be
                  certified  by Bridge as ready for  installation.  Physical and
                  electrical   requirements   must  be  met  for  each  site  in
                  accordance  with standard  requirements  provided by Wellfleet
                  and Telebit.

         3.       Sprint will provide installation services for the Bridge owned
                  Codex 3520 DSUs.  Bridge will be responsible for de-installing
                  these DSUs and shipping them to Bridge where a V.35 cable will
                  be  installed.  Bridge will then send the DSU and cable to the
                  Sprint Repair Depots (RDs).  Bridge agrees to have one month's
                  supply   (approximately   80)  DSUs  in  the  RDs  during  the
                  implementation period.

II.      MAINTENANCE PLANS

         A. WELLFLEET ROUTERS

         Maintenance  Plans for  Wellfleet  routers  include  both  software and
         hardware   maintenance.   The  main   differentiating   factor  between
         maintenance  plans is the level of on-site  hardware  maintenance.  The
         following list indicates the key differences in the various maintenance
         options. A detailed description of each option follows.


--------------------------------------------------------------------------------
Bridge                                D-1                                1/30/95

<PAGE>

         Support Program:                        8 X 5 next business day on-site
                                                 remedial services

         Extended Plus Support Program:          24 X 7 with four hour response,
                                                 same day on-site remedial
                                                 services

         Both of the router maintenance plans provide the following services:

                  1)       Software Subscription Service:

                  The  customer   automatically   receives  new  major  software
                  releases, documentation updates and maintenance bulletins.

                  2)       24 X 7 Hot Line Support:

                  Sprint's  Internet  Network Service Center (INSC) is manned 24
                  hours per day,  365 days per year.  Round the clock  telephone
                  support during network outages is provided.  Sprint's INSC has
                  access to  Wellfleet's  24 X 7  emergency  hotline  service as
                  needed.

                  3)       24 X 7 Dial-in Diagnostics:

                  A  Sprint   technician  from  the  INSC  will  dial  into  the
                  customer's  equipment to help  diagnose and correct  problems.
                  This is available 24 hours per day, 365 days per year.

                  4)       Help Desk and Configuration Support:

                  Sprint's Enterprise Internet  Engineering (EIE) group provides
                  configuration  management  services for fully managed routers.
                  Configuration  management  consultation  is  available  during
                  normal business hours.  The EIE has access to Wellfleet's help
                  desk as needed.

                  Services Specific to each support program are as follows:

                  5)       Support Program

                  Upon verification of a hardware related problem, Sprint's INSC
                  will  dispatch a certified  technician to the customer site by
                  the  end  of the  next  business  day  after  the  replacement
                  equipment is delivered to the customer  site.  The  technician
                  will  correct   hardware   malfunctions  by  replacing  faulty
                  components.  All parts and labor are provided at no



--------------------------------------------------------------------------------
Bridge                                D-2                                1/30/95

<PAGE>

                  additional  charge  when  required  to correct  any  equipment
                  malfunction that is a result of normal use.

                  6)       Extended Plus Support Program:

                  24 X 7 with  four  hour  response  Same Day  On-site  Remedial
                  Hardware  Service:  Upon Sprint's  verification  of a hardware
                  related  problem,  Sprint's  INSC will  dispatch  a  certified
                  technician  to  the  distribution   site  the  same  day.  The
                  technician will diagnose and correct hardware malfunctions and
                  replace  faulty  components if necessary.  All parts and labor
                  are provided at no additional  charge when required to correct
                  any  equipment  malfunction  that is a result of  normal  use.
                  Available  24  hours a day,  7 days a week,  excluding  Sprint
                  defined  holidays.  Four hours  response is the  objective for
                  sites within 50 miles of a Sprint  designated  service  depot.
                  On-site  response time  objectives  begin when Sprint verifies
                  the existence of a hardware related problem.

         B.       TELEBIT NETBLAZERS AND MODEMS

         Next Day On-site  Remedial.  Upon  verification  of a hardware  related
         problems, Sprint's INSC will order the appropriate hardware and have it
         shipped to the Bridge site. A certified  technician  will be dispatched
         to the  customer  site by the end of the next  business  day  after the
         replacement equipment is delivered to the customer site. The technician
         will correct the hardware malfunction by replacing the faulty unit.

         C.       CODEX 3520 DSU

         Next Day On-site Remedial.  Sprint will maintain the Bridge owned Codex
         3520 DSUs. Upon  verification  of a DSU problem,  the INSC will order a
         DSU and  associated  V.35 cable  from  Sprint's  inventory  and have it
         shipped to the Bridge size.  By the end of the next  business day after
         the  replacement  equipment is delivered to the customer site, a Sprint
         technician  will correct the hardware  problem by replacing  the faulty
         unit.  Sprint will ship the faulty unit to the Bridge designated repair
         company.  Bridge  will be  responsible  for the costs  associated  with
         shipping  the faulty unit to the repair  company,  the repair,  and the
         shipment to Sprint's Regional Depot.

III.     NETWORK MANAGEMENT SERVICES

Sprint's  Network  Systems  Internet  Services  (NSIS)   organization   provides
customers with responsive,  integrated management of services for the detection,
reporting,



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analysis, and correction of troubles. This group is accountable to customers for
the end-to-end  management of network  services.  The Internet  Network  Service
Center (INSC) is the group that actually monitors customer router networks.  The
Enterprise Internet Engineering (EIE) group is responsible for the configuration
and design of a customers  network.  Sprint will  provide  Customer  with router
network management  services  including Single Point of Contact,  Trouble Ticket
Handling,  Maintenance  Coordination,  24 X 7 Proactive  Network  Monitoring and
Fault Management,  Out of Band Dial-in Network Management Access,  Configuration
Management, and Router Network Engineering.

         A.       SINGLE POINT OF CONTACT:

         24 hours per day, 7 days per week, 365 days a year,  Sprint's  Internet
         Network  Service  Center (INSC)  provides a single point of contact for
         troubles  (Routers and  Transport)  associated  with the managed router
         service. Trouble reports are received from the customer's help desk via
         a domestic toll-free number.

         B.       TROUBLE TICKET HANDLING:

         A trouble  ticket  number will be provided  to the  customer  Help Desk
         reporting  trouble.  For each  trouble  report,  Sprint  will  maintain
         information about the trouble,  the steps taken to resolve the trouble,
         and  the   final   disposition   of  the   trouble   report.   Customer
         representatives  will  be  kept  apprised  of  the  status  of  service
         restoration  actions.  A  trouble  ticket  will not be closed by Sprint
         until Bridge is satisfied that the problem has been corrected.

         C.       MAINTENANCE COORDINATION:

         The services of any third party vendors required to service portions of
         the managed router service will be coordinated by Sprint. The INSC will
         dispatch vendor  technicians to perform  on-site router  maintenance as
         necessary.  Any higher-level assistance will also be coordinated by the
         INSC.

         D.       OUT-OF-BAND DIAL-IN NETWORK MANAGEMENT ACCESS:

         Bridge is  required  to  provide a  standard  business  line for remote
         out-of-band  dial-in to each customer site. V.32 compatible modems will
         be attached to the business  line and an auxiliary  port on the router.
         Sprint's  INSC will then be able to dial in to customer  routers.  If a
         problem  occurs where the INSC can no longer access the router  in-band
         from the network  management  system,  a technician will dial in to the
         affected router's modem port. The technician will then be able to check
         the router and its ports for trouble.



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         E.       NETWORK MONITORING AND FAULT MANAGEMENT:

         Sprint's  INSC will provide  network  monitoring  and fault  management
         services 24 hours per day, 7 days per week, and 365 days per year. This
         includes the detection, isolation, diagnosis, and correction of network
         troubles. The INSC operates a Simple Network Management Protocol (SNMP)
         based  management  system which provides  real-time,  graphics-oriented
         network management of routers and associated communications links. This
         management  system will be used for initial  screening  of all customer
         trouble reports.  It is Sprint's objective to respond within 15 minutes
         of all detectable network events.

         F.       CONFIGURATION MANAGEMENT AND ROUTER NETWORK ENGINEERING:

         As part of the provisioning process, Sprint may conduct site surveys of
         user  locations  to  develop  data  required  for  circuits  and router
         installation.  Pre-coordination  with  customer  technical  staff  will
         ascertain  information needed to properly configure the routers such as
         routing protocols,  applications,  traffic,  connectivity requirements,
         and  interfaces  to be  supported.  Sprint will  develop and maintain a
         company wide router structure,  in terms of routing protocols,  routing
         parameters and Interconnection  schemes.  Configurations for individual
         routers will also be developed and maintained as part of the life cycle
         maintenance/administration process.

         Sprint's Network Management Services apply from Sprint's network out to
         the LAN port on the routers.

         G.       PERFORMANCE STATISTICS

         Sprint  will poll all  routers in the  network  and obtain  performance
         statistics and reports. These reports will be available to Bridge in an
         electronic form.  Sprint will monitor these statistics on a daily basis
         for trends and potential problems.


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