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                                                                    EXHIBIT 10.2


                       ARTIST DIRECT TERMS AND CONDITIONS

The following terms and conditions (these "Terms") govern the provision by
DIGEX, Inc. ("Company") of the services and/or products (referred collectively
herein as "Services and Products") described on the Server Order Form and
Contract attached hereto ("Order Form") and defined in Company's product
support listing, to the customer ("Customer") identified on the Order Form. The
Order Form, these Terms and the attachments hereto, which are identified on the
Order Form, executed with respect to the Services and Products are referred to
herein, collectively, as this "Agreement."

1.    OBLIGATIONS OF COMPANY. Company shall install within ten business days
      after execution by Company of the Order Form, unless otherwise specified
      in the Order Form, and maintain the Services and Products which are
      designated in the Order Form (as such may be supplemented pursuant to
      Section 5, below). Company will use its best efforts to assure that
      Customer's Internet server will be available 24 hours a day, seven days a
      week. If the Customer's Internet server is unavailable for more than a
      total of 4 hours in any week, other than as a result of the maintenance
      activities described in Section 4, below, fees for that week will be
      waived and the applicable monthly invoice will be adjusted accordingly.
      For the purposes of this Agreement, a week shall be considered to run from
      Sunday to Saturday. Customer's Internet server shall be deemed to be not
      available for purposes of this Section 1 if Company's standard hardware,
      software, or operating system is functioning in a manner that prevents
      http, ftp, or mail access to the Internet server ("Unavailability"). For
      purposes of this Section 1, Unavailability shall not be deemed to occur
      hereunder as a result of Customer action or inaction, including, but not
      limited to, Customer utilization of Customer owned, non-standard, or
      unsupported hardware and/or software installed by the Customer or Company
      at the Customer's request.

2.    OBLIGATIONS OF THE CUSTOMER. Customer shall comply with all of the terms
      of this Agreement, including, but not limited to, the Acceptable Use
      Policy attached hereto as Attachment A (the "Use Policy"), as the Use
      Policy may be modified from time to time. Upon notice from Company,
      Customer promptly shall eliminate any hazard, interference or service
      obstruction that any hardware or software used by the Customer, whether
      or not provided by Company ("Customer Materials"), is causing, or is
      likely to cause. If Customer requests Company to assist it in removing
      any hazards, interference or service obstruction that Customer Materials
      are causing or are likely to cause, Company may, but is not required to,
      assist in such removal. The charges for Company's services in connection
      with such assistance shall be at rates determined by Company at the time
      such services are requested and payment with respect thereto shall be
      made in accordance with Section 3, below. In the event that the primary
      function(s) of Customer's web site is impaired during non-business hours
      or holidays, and Company has been unable to successfully locate and/or
      contact an authorized representative of Customer, Company make take
      reasonable steps to restore the functionality of Customer's web site
      without prior Customer approval. ANY NECESSARY WORK THAT IS PERFORMED BY
      COMPANY TO RESTORE FUNCTIONALITY THAT WAS IMPAIRED BY CUSTOMER DESIGN
      FLAWS OR ERRORS ARE BILLABLE TO CUSTOMER. CUSTOMER UNDERSTANDS THAT
      CUSTOMER SHALL PAY TO COMPANY A BILLABLE RATE FOR TIME AND MATERIALS, AS
      INDICATED ON THE ORDER FORM UNDER TIME AND EXPENSE ORDER. THESE CHARGES
      ARE IN EXCESS OF THE MONTHLY RECURRING CHARGE.

3.    PAYMENT.

      3.1   Generally. Charges for the Services and Products (including the
            charges described in the balance of this Section 3.1, the
            "Charges") are set forth on the Order Form. Charges shall commence
            to accrue on the date that Company provides access codes to
            Customer ("Operational Date"). All payments for Charges shall be
            made in U.S. Dollars. Customer may pre-pay the Charges for the
            entire term of this Agreement or may pay the Charges on a monthly
            basis. Charges shall be invoiced to Customer in advance at the
            beginning of the month. Any additional charges, including, but not
            limited to, any early cancellation charges, accrued interest, late
            fees and any usage-based charge, including, but not limited to,
            charges for network access to the Internet, shall be invoiced in
            arrears and shall appear on the monthly invoices for Services and
            Products or separate invoices. In all cases, payments for Charges
            are due upon receipt by Customer of the invoices for such Charges.
            In addition to any other remedies that may be available to Company
            under this Agreement (including, but not limited to, in connection
            with the termination of this Agreement pursuant to Section 6 below)
            or applicable law, Charges that are not paid in full thirty (30)
            days after receipt by Customer of the invoice therefore (a "Payment
            Default") will be subject to interest charges of the lesser of one
            and one-half percent (1.5%) per month or portion thereof and the
            highest amount permitted by law, which interest shall accrue daily.
            Customer shall be liable for all amounts owed to Company pursuant
            to this Agreement, irrespective of the termination of this
            Agreement. Customer also shall pay to Company all expenses incurred
            by Company in exercising any of its rights under this Agreement or
            applicable law with respect to the collection of a Payment Default,
            including, but not limited to, reasonable attorneys' fees and the
            fees of any collection agency retained by Company.

3.2         Taxes. Customer shall be liable for, and shall reimburse Company
            and indemnify and hold Company harmless from all local, state,
            federal and non-United States taxes or similar assessments or
            charges (including any interest and penalties imposed thereon)
            other than taxes based on the net income of Company, arising out
            of, or relating to this Agreement or the sale of the Services and
            Products hereunder.

3.3         Pass Through Items and Other Expenses. Company will have the right
            at any time during any term of this Agreement to pass through and
            invoice to Customer any new or increased fees, assessments, taxes
            or other charges imposed on or required to be collected by Company
            by any governmental agency or any new or increased charges by any
            carrier that affect Company's costs in providing Services and
            Products to Customer. Customer also will be responsible for paying
            any sales, license and use taxes, fees, or assessments levied by
            any local, state or federal government or governmental agency with
            respect to the provision of Services and Products under this
            Agreement. Customer will pay and be solely responsible for all
            taxes, fees and charges levied directly upon it.

4.    MAINTENANCE. Company designates time periods ("Scheduled Maintenance
      Windows") during which it may limit or suspend the availability of the
      hardware and/or software involved in providing its Services and Products
      (an "Outage") to perform necessary maintenance or upgrades. Scheduled
      Maintenance Windows currently are each Tuesday and Friday between the
      hours of 4 am and 8 am and the third Saturday of each month between the
      hours of 4 am and 12 noon, Eastern Standard Time and Pacific Standard
      Time. If planned maintenance has the possibility of making the server or
      servers, as the case may be, utilized by Customer inaccessible to the
      Internet during a Scheduled Maintenance Window Company will provide not
      less than twenty-four (24) hours prior electronic mail or other notice to
      Customer of the Scheduled Maintenance


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     Window during which the Outage is planned. In addition, Company reserves
     the right to perform any required maintenance work outside of the Scheduled
     Maintenance Window with prior WRITTEN notice to Customer.

5.   ADDITIONAL PRODUCTS OR SERVICES. With Company's concurrence, Customer may
     orally request service or products ("Additional Item") then offered by
     Company in addition to the Services and Products (an "Oral Request"). An
     Oral Request may only be made by the individual(s) listed as the authorized
     customer upgrade contact on the Order Form. Customer will have five (5)
     business days after making the Oral Request to cancel the Additional Item
     in writing. As soon as practicable after receiving the Oral Request,
     Company will begin the installation process with respect to the Additional
     Item. Customer will be charged Company's then current list price for the
     Additional Item. If Customer cancels the Oral Request, Customer shall pay
     all applicable charges of Company with respect to the installation of the
     Additional Item. An Additional Item shall be subject to this Agreement.

6.   TERM AND TERMINATION. The initial term of this Agreement shall commence on
     the Operational Date and upon expiration shall automatically renew for
     successive ninety (90) day terms at the Charges in effect at the
     commencement of such terms (which Charges shall have been communicated to
     Customer in writing forty-five (45) days prior to the end of the preceding
     term) or until written notice of non-renewal by either party is delivered
     to the other party at least thirty (30) days prior to the end of the then
     current term.

     6.1  Termination by Company. In addition to any other rights it may have
          under this Agreement or applicable law, Company may, at its option,
          immediately terminate this Agreement, upon (i) a Payment Default which
          breach is not cured by Customer within ten (10) business days of
          Customer's receipt of written notice of such breach, (ii) Customer's
          failure to comply with any other obligation of Customer under this
          Agreement which breach is not cured by Customer within ten (10)
          business days of Customer's receipt of written notice of such breach
          (iii) Customer's failure to comply with any of the terms of the Use
          Policy which breach is not cured by Customer within two (2) business
          days of Customer's receipt of written notice of such breach, (iv)
          Customer ceasing to do business in the normal course, becoming or
          being declared insolvent or bankrupt, being the subject of any
          proceeding relating to liquidation or insolvency which is not
          dismissed within 90 calendar days or making an assignment for the
          benefit of its creditors or (v) any attempt by Customer to derive any
          source code from the Services or Products.

     6.2  Termination by Customer. Customer may terminate this Agreement with
          respect to all, and not less than all of the Services and Products in
          the event of (a) a material breach by Company of its obligations under
          this Agreement which breach is not cured within ten (10) business days
          after written notice thereof is received by Company, or (b) otherwise
          in the first sixty (60) days of the initial term hereof (collectively,
          a "Permissible Termination"). In the event of a Permissible
          Termination, Customer shall pay (i) installation Charges, (ii) a
          pro-rated Charge based on the number of days Company provided Services
          and Products prior to the date of termination of this Agreement by
          Customer under this Section 6.2, and (iii) if the Services and
          Products include software for which Company does not then provide
          general customer support, Customer shall pay to Company an amount
          equal to Company's cost of such software for the entire term. If
          Customer terminates this Agreement other than in a Permissible
          Termination, Customer shall pay to Company an amount equal to all
          unpaid Charges for the remainder of the then current term of this
          Agreement.

     6.3  Rights and Obligations on Termination. Upon termination of this
          Agreement, Company and Customer shall have no obligations to each
          other except as provided in this Agreement. Upon termination of this
          Agreement, Customer shall (i) pay all amounts due and owing to
          Company, (ii) remove from Company's premises all property owned by
          Customer and (iii) return to Company all software, access keys and any
          other property provided to Customer by Company under this Agreement.
          Customer may retrieve any Customer-provided property or materials upon
          reasonable prior written notice to Company. Any property of Customer
          not removed from Company's premises within a short, reasonable time
          after such termination shall become the property of Company, which
          may, among other things, dispose of such property without the payment
          of any compensation to Customer. The rights and obligations of both
          parties, which by their nature would continue beyond the termination
          of this Agreement (including, without limitation, those relating to
          confidentiality, payment of Charges, limitations of liability and
          indemnification), shall survive such termination.

7.   PROPERTY RIGHTS. Company hereby grants Customer a non-exclusive,
     non-transferable license to use the Services and Products provided
     hereunder during the term of this Agreement. All rights with respect to the
     Services and Products, including, but not limited to, intellectual property
     or similar rights with respect therefore belong exclusively to Company,
     whether or not they are embedded in any Service or Product. Notwithstanding
     the foregoing, Customer shall not be obligated to make any royalty or other
     payments with respect to the Services and Products other than as provided
     in this Agreement.

8.   PROPRIETARY RIGHTS INDEMNIFICATION.

     8.1  By Customer. Customer agrees to indemnify and hold harmless Company,
          all individuals or entities controlling, controlled by or under common
          control with Company (each, a "Company Affiliate"), and the officers,
          directors, attorneys and employees of Company and each Company
          Affiliate (a "Section 8 Indemnified Party") against any losses,
          claims, damages, liabilities, penalties, actions, proceedings or
          judgments (collectively, "Losses") to which a Section 8 Indemnified
          Party may become subject related to or arising out of any infringement
          or misappropriation or alleged infringement or misappropriation of any
          United States copyright, trade secret or other proprietary right
          related to any hardware or software utilized by Customer in connection
          with any of the Services or Products and will reimburse a Section 8
          Indemnified Party for all legal and other expenses, including
          reasonable attorneys' fees incurred by such Section 8 Indemnified
          Party in connection with investigating, defending or settling any Loss
          whether or not in connection with pending or threatened litigation in
          which such Indemnified Party is a party.

     8.2  By Company. Company agrees to indemnify and hold harmless the Customer
          against any Losses to which the Customer may become subject related to
          or arising out of infringement or misappropriation of any United
          States copyright, trade secret or other proprietary right related to
          the equipment and software provided by the Company to the Customer,
          and will reimburse the Customer for all legal and other expenses,
          including reasonable attorney's fees incurred in connection with
          investigating, defending, or settling any such loss, claim,


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          damage, liability, action or proceeding whether or not in connection
          with pending or threatened litigation in which the Customer is a
          party. This indemnification does not relate to the Customer's content
          or matters that arise from Customer's content or conduct. The
          provisions of this Agreement relating to indemnification shall survive
          termination of Customer's account. If any such Products and Services,
          or any part thereof, is an infringement or a misappropriation, then
          Company will, at no additional charge to the Customer, use
          commercially reasonable efforts to either: (i) procure for Customer
          the right to continue using such Products and Services or part
          thereof; or (ii) replace such Products and Services with
          non-infringing Products and Services; or (iii) modify the same so as
          to make it non-infringing; or (iv) the Agreement as to the infringing
          Products and Services will terminate, and Company shall refund to
          Customer any and all of the unused portion of the fees paid for such
          Products and Services.

9.   INDEMNIFICATION. In addition to other indemnification provided herein,
     Customer agrees to indemnify and hold harmless Company, each Company
     Affiliate and the officers, directors, employees and agents of Company and
     each Company Affiliate (each an "Indemnified Party") against any losses,
     claims, damages, liabilities, penalties, actions, proceedings or judgments
     (collectively, "Losses") to which an Indemnified Party may become subject
     and which Losses arise out of, or relate to this Agreement or Customer's
     use of the Services and Products, and will reimburse an Indemnified Party
     for all legal and other expenses, including reasonable attorneys' fees
     incurred by such Indemnified Party in connection with investigating,
     defending or settling any Loss whether or not in connection with pending
     or threatened litigation in which such Indemnified Party is a party.

10.  LIMITATION ON COMPANY LIABILITY. The parties acknowledge that the
     limitations set forth in this Section 10 are integral to the amount of
     fees levied in connection with this Agreement, and that, were Company to
     assume any further liability other than as set forth herein, such fees
     would of necessity be set substantially higher. Company does not monitor or
     exercise control over the content of the information transmitted through
     its facilities. Use of the Services and Products or any information that
     may be obtained therefrom is at Customer's own risk. Company shall have no
     responsibility or liability for the accuracy or quality of information
     obtained through its Services and Products. Company shall not be deemed to
     be in default of any provision of this Agreement or be liable for any
     delay, failure of performance or interruption of the provision of Services
     and Products to Customer resulting, directly or indirectly, from any (i)
     weather conditions, natural disasters or other acts of God, (ii) action of
     any governmental or military authority, (iii) failure caused by
     telecommunication or other Internet provider, or (iv) other force or
     occurrence beyond its control. The exclusive remedy against Company for
     any damages whatsoever to Customer arising out of or related to this
     Agreement shall be the refund of the fees paid by Customer to Company with
     respect to the then current term of this Agreement. NEITHER PARTY SHALL BE
     LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR
     FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE
     COMPANY'S SERVICES AND PRODUCTS BY CUSTOMER OR ANY THIRD PARTIES EVEN IF
     COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. COMPANY SHALL NOT BE
     LIABLE FOR ANY LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES,
     MISDELIVERIES OR SERVICE INTERRUPTIONS. COMPANY PROVIDES THE SERVICES AND
     PRODUCTS AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
     COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
     THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
     PURPOSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND
     SUITABILITY OF THE SERVICES AND PRODUCTS AND COMPANY SHALL HAVE NO
     LIABILITY THEREFORE. The limitations of liability provided in Section 10
     of this Agreement shall inure to the benefit of Company and all Company
     Affiliates and to all of the respective officers, directors, attorneys,
     employees and agents of Company and such other entities ("Limited
     Liability Parties"). The limitations of liability afforded Company in this
     Agreement shall apply whether (i) the action in which recovery is sought
     is based in contract, tort (including, but not limited to, negligence or
     strict liability), statute or otherwise or (ii) a Limited Liability Party
     is alleged to be liable jointly with one or more parties or otherwise.

11.  OTHER CUSTOMER ASSURANCES. During any time period when Customer is
     provided access to any facilities, hardware or other property owned or
     leased by, or otherwise under the control of Company (collectively
     "Company Property") pursuant to this Agreement, Customer shall (i)
     maintain insurance, with Company as a named payee, covering any damage or
     destruction to Company Property (collectively "Damage") and (ii) reimburse
     Company for all expenses incurred by Company in replacing or repairing, as
     the case may be, any Damage caused by Customer.

     11.1 Limited Company Liability. Neither Company nor any of its officers,
          directors, employees, and agents shall be liable for any damage or
          destruction of equipment or other materials belonging to, leased by,
          or otherwise under the control of Customer, whether or not any such
          equipment or materials are at any time located in facilities owned or
          operated by Company, except where such damage or destruction is a
          direct result of the gross negligence, recklessness or willful
          misconduct of Company or any of its officers, directors, employees,
          and agents.

12.  CONFIDENTIALITY.

     12.1 CONFIDENTIALITY. The parties recognize that they will have access to
          confidential proprietary information and/or trade secrets of the
          other party. Customer specifically acknowledges that the Services and
          Products constitute valuable trade secrets of Company. Accordingly,
          the parties agree that (i) the provisions of this Agreement, (ii) any
          information whatsoever with respect to the Services and Products,
          (iii) the course of dealing between Company and  Customer hereunder
          and (iv) all other non-public information relating to the foregoing,
          including but not limited to user information submitted through
          Customer's web forms, and the number of such web forms submitted
          (collectively, the "Confidential Information") shall be treated by
          parties on a confidential basis and shall not be reproduced, reduced
          to writing, or disclosed to any employees of the parties (except on a
          need to know basis and then only if the employee is subject to an
          obligation of confidentiality) or any other person or entity without
          the prior written consent of the disclosing party. Upon termination
          of this Agreement, any documentation or data reflecting any
          Confidential Information shall be promptly returned to the disclosing
          party. Disclosure of information pursuant to applicable statutes or
          regulations (collectively, "Laws") shall be excepted from this
          provision; provided, however, that prior to any disclosure pursuant
          to any Laws, the recipient will assert the confidential nature of the
          Confidential Information and will cooperate fully with the disclosing
          party, at disclosing party's expense, in protecting against such
          disclosure.


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                including, but not limited to, obtaining a protective order or
                similar order narrowing the scope of such disclosure of the
                Confidential Information. In the event such protection is not
                obtained, the recipient shall disclose the Confidential
                Information only to the extent necessary to comply with the
                Laws.

        12.2    Tampering. The parties agree that they will not attempt to copy
                or in any way, alter, re-engineer or otherwise tamper with any
                of the Confidential Information.

        12.3    Injunctive Relief. The parties acknowledge that violation of the
                provisions of Sections 12.1 or 12.2, above, could cause
                irreparable harm to the disclosing party not adequately
                compensable by monetary damages. In addition to other relief, it
                is agreed that injunctive relief shall be available to the
                disclosing party in the event of such violations without
                necessity of posting bond to prevent any actual or threatened
                violations of such sections.

13.     TRANSFER AND ASSIGNMENT. Neither party may sell, assign or transfer any
        of its rights or obligations under this Agreement without the prior
        written consent of the other party.

14.     USE OF CUSTOMER'S OR COMPANY'S NAME. Company shall be permitted to use
        Customer's name in connection with proposals to prospective customers
        and otherwise in print or electronic form for marketing or other
        purposes, including, but not limited to, use in connection with (i)
        compliance with applicable laws or regulations; and (ii) the protection
        of any rights relating to Company or its business. Customer may use the
        name "DIGEX" in connection with the Services and Products or otherwise
        only with Company's prior written consent.

15.     NO THIRD PARTY BENEFICIARIES. Except as otherwise specifically provided
        herein, this Agreement inures to the benefit of Company and Customer
        only and no third party shall enjoy the benefits of this Agreement or
        shall have any rights hereunder.

16.     NOTICES. Unless otherwise specified herein, any notices or other
        communications required or permitted hereunder shall be sufficiently
        given if in writing and delivered personally or sent by facsimile
        transmission, internationally, recognized overnight courier, registered
        or certified mail (postage prepaid with return receipt requested), to
        the address or facsimile number of Customer as set forth in the Order
        Form or Company as set forth below. Such notices or other
        communications shall be deemed received (i) on the date delivered, if
        delivered personally, (ii) on the date that return confirmation is
        received, if sent by facsimile, (iii) on the business day (or, if
        international, on the second business day) after being sent by an
        internationally recognized overnight air courier or (iv) five days
        after being sent, if sent by first class registered mail, return
        receipt requested.

    DIGEX, Inc., One DIGEX Plaza, Beltsville, Maryland, 20705, Attention: Vice
    President, Client Services, Facsimile Number: (301) 847-5056

17.     SURVIVAL OF CLAIMS Any claims arising out of or related to this
        Agreement must be brought no later than one year after it has accrued.

18.     INDEPENDENT CONTRACTOR STATUS. Nothing in this Agreement or in the
        course of dealing between Company and Customer pursuant hereto shall be
        deemed to create between Company and Customer (including their
        respective directors, officers, employees and agents) a partnership,
        joint venture, association, employment relationship or any other
        relationship other than that of independent contractors with respect to
        each other.

19.     GOVERNING LAW. This Agreement shall be governed by and construed in
        accordance with the laws of the State of California, without regard to
        choice of law provisions that would cause the application of the law of
        another jurisdiction.

20.     DISPUTE RESOLUTION.

        20.1    [INTENTIONALLY LEFT BLANK -- DELETION]

        20.2    Arbitration. If a dispute or difference of any kind whatsoever
                (a "Dispute") shall arise between Company and Customer in
                connection with, relating to or arising out of this Agreement,
                including the interpretation, performance, non-performance, or
                termination hereof, the parties shall attempt to settle such
                Dispute by an arbitral tribunal (the "Tribunal") under the
                Arbitration Rules of the American Arbitration Association (the
                "Arbitration Rules"). Each party shall appoint an arbitrator
                within thirty (30) days after the expiration of the
                aforementioned thirty-day period, which arbitrators shall then
                jointly appoint a third arbitrator within thirty (30) days after
                the appointment of the second arbitrator, to act as president of
                the Tribunal. Arbitrators not so appointed shall be appointed
                pursuant to the Arbitration Rules. The costs of the arbitration
                shall be borne by the parties as determined by the Tribunal The
                award rendered in any arbitration commenced hereunder shall be
                final and conclusive and judgment thereon may be entered in any
                court having jurisdiction for its enforcement. Neither party
                shall (i) appeal to any court from the decision of the Tribunal
                or (ii) have any right to commence or maintain any suit or legal
                proceeding concerning a Dispute until such Dispute has been
                determined in accordance with the arbitration procedure provided
                for herein, and then only for enforcement of the award rendered
                in such arbitration. All mediation and arbitration proceedings
                pursuant to this Agreement shall take place in Prince George's
                County, Maryland.

21.     HEADINGS. The section and subsection headings have been used in this
        Agreement as a matter of convenience only and shall not be used in the
        interpretation of any provisions of this Agreement.

22.     NON-WAIVER, WAIVER AND AMENDMENT. Failure by either Company or
        Customer to enforce any of the provisions of this Agreement or any
        rights with respect hereto or the failure to exercise any option
        provided hereunder shall in no way be considered to be waiver of such
        provisions, rights or options, or to in any way affect the validity of
        this Agreement. No waiver of any rights under this Agreement, nor any
        modification or amendment of this Agreement shall be effective or
        enforceable unless in writing and signed by both parties, except by
        Section 5, above.

23.     SEVERABILITY. If one or more of the provisions contained in this
        Agreement are found to be invalid, illegal or unenforceable in any
        respect, the


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     validity, legality and enforceability of the remaining provisions shall not
     be affected.

24.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
     parties and supersedes all oral negotiations and prior writings with
     respect thereto. When used in this Agreement, the terms "hereof," "herein"
     and "hereunder" refer to this Agreement in its entirety, including any
     attachments to this Agreement and not to any particular provisions of this
     Agreement, unless otherwise indicated.

25.  COUNTERPARTS. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument.

          USE OF COMPANY SERVICES AND PRODUCTS CONSTITUTES ACCEPTANCE
                         OF THESE TERMS AND CONDITIONS

AGREED BY CUSTOMER: ARTIST DIRECT       AGREED BY COMPANY: DIGEX, INC.

BY:                                     BY:
   ------------------------------------    ------------------------------------

NAME:                                   NAME:
     ----------------------------------      ----------------------------------

TITLE:                                  TITLE:
      ---------------------------------       ---------------------------------

DATE:                                   DATE:
     ----------------------------------      ----------------------------------


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                      ATTACHMENT A - ACCEPTABLE USE POLICY

Sections 3.6, 3.7 and 3.8 apply only to Web Site Management Group.

1.   INTRODUCTION.

     This document sets forth the principles, guidelines and requirements of
the Acceptable Use Policy of Intermedia Communications Inc. and its direct and
indirect wholly-owned subsidiaries, including, but to limited to, Digex,
Incorporated and Shared Technologies Fairchild Telecom, Inc. (collectively and
individually, the "Company") governing the use by the customer ("Customer") of
the Company's services and products ("Services and Products"). The Acceptable
Use Policy has been created to promote the integrity, security, reliability and
privacy of Company's Web Site Management Facility, network, and Customer data
contained within. Company retains the right to modify the Acceptable Use Policy
at any time and any such modification shall be automatically effective as to
all customers when adopted by the Company.

     Questions or comments regarding the Acceptable Use Policy should be
forwarded to the Company via:

          E-mail: abuse@digex.net
          Telephone: 301-847-6200, 1-800-=581-8711

2.   COMPLIANCE WITH LAW.

     Customer shall not post, transmit, re-transmit or store material on or
through any of Services or Products which, in the sole judgment of the Company
(i) is in violation of any local, state, federal, or non-United States law or
regulation, (ii) threatening, obscene, indecent, defamatory or that otherwise
could adversely affect any individual, group or entity (collectively,
"Persons") or (iii) violates the rights of any person, including rights
protected by copyright, trade secret, patent or other intellectual property or
similar laws or regulations including, but not limited to, the installation or
distribution of "pirated" or other software products that are not appropriately
licensed for use by Customer. Customer shall be responsible for determining
what laws or regulations are applicable to its use of the Services and Products.

3.   PROHIBITED USES OF SERVICES AND PRODUCTS.

     In addition to the other requirements of this Acceptable Use Policy, the
Customer may only use the Services and Products in a manner that, in the
Company's sole judgment, is consistent with the purposes of such Services and
Products. If the Customer is unsure of whether any contemplated use or action
is permitted, please contact the Company as provided above. By way of example,
and not limitation, uses described below of the Services and Products are
expressly prohibited.

     3.1  General.

          3.1.1.    Resale of Services and Products, without the prior written
                    consent of the Company.

          3.1.2.    Deceptive on-line marketing practices.

          3.1.3.    Violations of the rights of any Person protected by
                    copyright, trade secret, patent or other intellectual
                    property or similar laws or regulations, including, but not
                    limited to, the installation or distribution of "pirated"
                    or other software products that are not appropriately
                    licensed for use by Customer.

          3.1.4.    Actions that restrict or inhibit any Person, whether a
                    customer of the Company or otherwise, in its use or
                    enjoyment of any of the Company's Services or Products.

     3.2. System and Network.

          3.2.1.    Introduction of malicious programs into the network or
                    server (e.g., viruses and worms).

          3.2.2.    Effecting security breaches or disruptions of Internet
                    communication. Security breaches include, but are not
                    limited to, accessing data of which the Customer is not an
                    intended recipient or logging into a server or account that
                    the Customer is not expressly authorized to access. For
                    purposes of this Section 3.2.2., "disruption" includes, but
                    is not limited to, port scans, flood pings, packet spoofing
                    and forged routing information.

          3.2.3.    Executing any form of network monitoring which will
                    intercept data not intended for the Customer's server.

          3.2.4.    Circumventing user authentication or security of any host,
                    network or account.

          3.2.5.    Interfering with or denying service to any user other than
                    the Customer's host (for example, denial of service attack).

          3.2.6.    Using any program/script/command, or sending messages of
                    any kind, designed to interfere with


<PAGE>   7
               or to disable, a user's terminal session, via any means, locally
               or via the Internet.

       3.2.7.  Creating an "active" full time connection on a Company-provided
               dial-up account for Internet access by using artificial means
               involving software, programming or any other method.

       3.2.8.  Utilizing a Company-provided dial-up account for purposes for
               Internet access other than facilitating connectivity to the
               Services and Products provided by the Company. This includes
               copying or creating files utilizing more than 5MB of disk space
               on the dial-up account servers.

       3.2.9.  Failing to comply with the Company's procedure relating to the
               activities of customers on the Company's premises.

3.3. Billing.

       3.3.1.  Furnishing false or incorrect data on the order from, contract or
               online application, including fraudulent use of credit card
               numbers.

       3.3.2.  Attempting to circumvent or alter the processes or procedures to
               measure time, bandwidth utilization, or other methods to document
               "use" of the Company's Services and Products.

3.4. Mail.

       3.4.1.  Sending unsolicited mail messages, including the sending of "junk
               mail" or other advertising material to individuals who did not
               specifically request such material, who were not previous
               customers of the Customer or with whom the Customer does not have
               an existing business relationship ("E-mail spam").

       3.4.2.  Harassment, whether through language, frequency or size of
               messages.

       3.4.3.  Unauthorized use, or forging, of mail header information.

       3.4.4.  Solicitations of mail for any other E-mail address other than
               that of the poster's account or service with the intent to harass
               or to collect replies.

       3.4.5.  Creating or forwarding "chain letters" or other "pyramid schemes"
               of any type.

       3.4.6.  Use of unsolicited E-mail originating from within the Company's
               network or networks of other Internet Service Providers on behalf
               of, or to advertise, any service hosted by the Company, or
               connected via the Company's network.

3.5. Usenet Newsgroups.

       3.5.1.  Posting the same or similar messages to large numbers of Usenet
               newsgroup ("Newsgroup spams").

       3.5.2.  Posting chain letters of any type.

       3.5.3.  Posting encoded binary files to newsgroups not specifically named
               for that purpose.

       3.5.4.  Cancellation or superseding of posts other than your own.

       3.5.5.  Forging of header information.

       3.5.6.  Solicitations of mail for any other E-mail address other than
               that of the poster's account or service, with intent to harass or
               to collect replies.

       3.5.7.  Use of unsolicited E-mail originating from within the Company's
               network or networks of other Internet Service Providers on behalf
               of, or to advertise, any service hosted by the Company, or
               connected via the Company's network.

Please note that the following only apply if the Customer uses the relevant
platform and has purchased web site hosting services and/or products.

3.6. Roles Regarding UNIX Managed Server.

       3.6.1.  Customer may not create/update/delete accounts created and
               maintained by the Company. Specifically, the Company account may
               not be altered in any manner nor may any account with a UID of
               less than 1000 be altered.

       3.6.2.  Customer may not change the participating or mount points of any
               drive.

       3.6.3.  Customer may not create/update/delete any file in the/usr
               directory tree.

       3.6.4.  Customer may not install Microsoft(C) FrontPage Extensions unless
               updated on the/usr directory tree.

       3.6.5.  Customer may not create .rhosts or/etc/.host.equiv files.

       3.6.6.  Customer may not implement any procedure or process that would
               allow one to login as root


                                      -2-
<PAGE>   8
                        without using the root password. Customer may not create
                        suid scripts or programs.

                3.6.7.  Customer may not alter the system kernel.

                3.6.8.  Customer may not alter the /sys or /etc/system directory
                        trees or any files contained therein.

                3.6.9.  Customer may not apply operating system and application
                        patches to software not installed and solely maintained
                        by the Customer, unless notification is given to the
                        Company.

                3.6.10. Customer may not change the root shell.

                3.6.11. Customer may not alter the contents of /.k5login.

                3.6.12. Customer may not alter /etc/fstab or /etc/vfstab.

                3.6.13. Customer may not share or export file systems. This
                        includes modifying /etc/exportfs, /etc/dfs/sharetab, and
                        /etc/netgroup.

                3.6.14. Customer may not modify the decode or root alias in the
                        /etc/aliases file.

                3.6.15. Customer may not change the "identify" of the system.
                        This includes modifying /etc/hosts, /etc/hostname.*,
                        /etc/defaultrouter, /etc/networks and /etc/ethers.

                3.6.16. Customer may not modify the system in any manner that
                        restricts or alters access to the system by the
                        Company's employees.

                3.6.17. Customer may acquire root privileges after successful
                        login of a valid non-root userid and using su to gain
                        access as root.

                3.6.18. Customer may create/update/delete all aspects of
                        Customer created user accounts. This may include
                        modifying home directory permissions, user passwords,
                        etc.

                3.6.19. Customer may use FTP to create/update/delete files and
                        directories.

                3.6.20. Customer may add to, but may not modify, existing data
                        in the following configuration files: /etc/aliases,
                        /etc/group, /etc/rc.local, /etc/sendmail.cf file and
                        root crontab.

                3.6.21. Customer may install software on the server provided the
                        installation meets all of the criteria detailed above,
                        and the Company is notified of such installation.

        3.7.    Roles Regarding Windows NT Managed Server.

                3.7.1.  Customer may not create/update/delete accounts created
                        and maintained by the Company. Specifically, Company
                        account may not be altered in any manner.

                3.7.2.  Customer may not install software that does not
                        execute as a service.

                3.7.3.  Customer may not install software that does not have a
                        remote administration capability.

                3.7.4.  Customer may not install applications that do not run
                        within a logon account different from that of the
                        installing user.

                3.7.5.  Customer may not install applications which must be
                        restarted when one user logs off and another user logs
                        on.

                3.7.6.  Customer may not install applications that do not
                        execute when an individual is not logged on to the
                        server.

                3.7.7.  Customer may not modify the network and system settings
                        of the server.

                3.7.8.  Customer may not apply operating system and application
                        patches to software not installed and solely maintained
                        by the Customer, unless notification is given to the
                        Company.

                3.7.9.  Customer may use FTP to create/update/delete files and
                        directories.

                3.7.10. Customer may create/update/delete all aspects of
                        Customer created user accounts. This includes modifying
                        home directory permissions, user passwords, etc.

                3.7.11. Customer may start and stop all Windows NT 4.0
                        Services, including the WWW and FTP services.

                3.7.12. Customer may install software on the server provided
                        the installation meets all of the criteria detailed
                        above, and the Company is notified of such installation.

        3.8.    Abuse of bandwidth during a Web Site Management Beta Period will
                result in termination of applicable network discounts and
                commencement of billing based upon normal network recurring
                charges.


4.      ENFORCEMENT.

        Company may immediately suspend and/or terminate the Customer's service
for violation of any provision of the Acceptable Use Policy upon verbal or
written notice, which notice may be provided by voicemail or E-mail. However,
the Company attempts to work with the Customer to cure violations of the
Acceptable Use Policy and to ensure that there is no re-occurrence of violations
prior to suspension and/or termination.

                                      -3-
<PAGE>   9
                                    GLOSSARY

-    ACCEPTABLE USE POLICY: Guidelines for services and products for Web
     Hosting and Internet Connectivity.

-    ADDRESS/IP SPOOFING: Inserting forged routing information into network
     packet(s) such that the origin of the packet is misreported, which causes
     return packets to be misrouted.

-    BINARY FILES: A file containing bits or bytes that do not necessarily
     represent printable text. The term binary file usually denotes any file
     that is not a text file, such as executable machine language code. Special
     software is required to print a binary file or view it on the screen.

-    BULK E-MAIL: Any group of messages sent via E-mail, with substantially
     identical content, to a large number of addresses at once. Many ISPs
     specify a threshold for bulk E-mail (e.g., 25 or more recipients within a
     24-hour period). Taken by itself, bulk E-mail is not necessarily abuse of
     the electronic mail system. For example, there are legitimate mailing
     lists, some with hundreds or thousands of willing recipients.

-    COMMERCIAL E-MAIL: Any E-mail message sent for the purposes of distributing
     information about a for-profit institution, soliciting purchase of products
     or services, or soliciting any transfer of funds. It also includes
     commercial activities by not-for-profit institutions.

-    CRACKS: Distribution of registration codes for software in violation of the
     software license, or distribution of any software intended to defeat copy
     protection.

-    DECEPTIVE ON-LINE MARKETING PRACTICES: Marketing practices that present a
     false image of the advertised product (or of the advertiser). One example
     of a deceptive on-line marketing practice would be an E-mail that purports
     to originate from the recipient's ISP or from a well-known company. Other
     examples include fraud, multi-level marketing, or any commercial or
     non-commercial activity that is conducted for the purpose of confusing,
     misleading or misinforming the E-mail and/or Internet users.

-    ELECTRONIC MAIL (E-MAIL) SPAM: Unsolicited E-mail from which a recipient
     cannot unsubscribe, or unsolicited E-mail to a recipient who does not have
     a previous business or other relationship with the sender.

-    FORGED ROUTING INFORMATION: Routing information which is misleading or
     incorrect or which would tend to disguise the origin of the routed
     material. Usually refers to information that is not generated by any
     routing device (such as a mail server), but is inserted by a party using
     software which is designed to produce false routing information (headers in
     the case of E-mail).

-    FTP: File Transfer Protocol. A standard way of transferring files from one
     computer to another on the Internet and on other TCP/IP networks. FTP is
     also the name of any of various computer programs that implement the file
     transfer protocol. Customers can also retrieve files by FTP using a web
     browser.

-    MMF: Make Money Fast Schemes: Messages that "guarantee immediate,
     incredible profits!," including such schemes as chain letters.

-    MAILBOMB: Delivery of enough E-mail to an electronic mailbox to overload
     the mailbox or potentially overload the system that the mailbox is hosted
     on.

-    NEWSGROUP SPAMS: A public forum or discussion area on a computer network.
     All users of the network can post messages, and every user can read all
     messages distributed worldwide by the Usenet system, covering thousands of
     topics.

-    PACKET SPOOFING: Emitting a network packet with a source address you do not
     have permission from the owner


                                      -4-
<PAGE>   10

     to use.

o    PING FLOOD: Intentionally flooding a system's pipeline with ICMP
     EchoRequests. This can reduce the bandwidth available for legitimate use
     and, if severe enough, can bring a pipe down.

o    PIRATED: Any copywritten material, commercial or noncommercial, that is
     used, transmitted and/or stored without authorization.

o    PYRAMID SCHEMES. A get-rich scheme in which you receive a message
     containing a list of names. Recipients are expected to send money to the
     first person on the list, cross the first name off, add their name at the
     bottom and distribute copies of the message.

o    SMURF/FRAGGLE: http://users.quadrunner.com/chuegen/smurf.txt
         The "smurf" attack, named after its exploit program, is one of the
     most recent types of network-level attacks against hosts. A perpetrator
     sends a large amount of ICMP echo (ping) traffic at IP broadcast
     addresses, all of which have a spoofed source address of a victim. If the
     routing device delivering traffic to those broadcast addresses performs
     the IP broadcast to layer-2 broadcast function, most hosts on that IP
     network will take the ICMP echo request and reply to it with an echo reply
     each, multiplying the traffic by the number of hosts responding. On a
     multi-access broadcast network, there could potentially be hundreds of
     machines to reply to each packet.

          The "smurf" attack's cousin is called "fraggle," which uses UDP echo
     packets in the same fashion as the ICMP echo packets. A "fraggle" is a
     simple re-write of "smurf."

o    SYSTEM KERNEL: The central part of an operating system. In most operating
     systems, only the kernel can access hardware directly. (Also spelled
     "kernal.")

o    UNSOLICITED E-MAIL: Unsolicited E-mail is any E-mail message received
     where the recipient did not specifically ask to receive it. Taken by
     itself, unsolicited E-mail does not constitute abuse, and not all
     unsolicited E-mail is undesired E-mail. For example, receiving
     "unsolicited" E-mail from a long-lost friend or relative is certainly not
     abuse.

     o    Unsolicited Bulk E-Mail (UBE): E-mail with substantially identical
          content sent to many recipients who did not ask to receive it.

     o    Unsolicited Commercial E-mail (UCE): E-mail containing commercial
          information that has been sent to a recipient who did not ask to
          receive it.

o    WORMS: An automated computer program that probes, breaks into, interferes
     with or disrupts service for one or more computers, networks or services.
     Similar to a virus, Trojan horse or other disabled device.


                                      -5-