Darwin Networks
                                Locator Agreement

      This Locator Agreement  (hereinafter  "LA") is between Urban Cool Networks
      and Darwin Networks (hereinafter "Darwin") wherein;

      1.)   Urban  Cool  Networks  is an  independent  contractor  company  that
            desires  to  obtain  executed  location  agreements  from  qualified
            locations  on behalf of Darwin to install,  maintain and operate one
            or more public Internet access kiosks at each location, and;

      2.)   Darwin  desires to utilize the services of Urban Cool Networks as an
            independent contractor for the above purpose.

      THEREFOR;

            1.)   Darwin grants Urban Cool Networks a  non-exclusive  nationwide
                  right  to  utilize  the  Darwin  name and  reference  existing
                  networked  kiosks  in  marketing  literature  and use  overall
                  company  credibility  in the attempt to contract  with various
                  locations  for  Darwins  Internet  Kiosk  service.  Urban Cool
                  Networks  agrees  to  obtain  approval  from  Darwin  for  any
                  literature containing Darwins name or likeness.

            2.)   Urban Cool  Networks  agrees to  represent  Darwin in a highly
                  professional  manner  and  understands  this LA does not grant
                  authority to Urban Cool Networks to  make corporate  decisions
                  on behalf of Darwin.  Darwin  retains  the right to refuse any
                  opportunity brought by Urban Cool Networks.

            3.)   Urban  Cool  Networks  agrees to utilize  and cause  qualified
                  location owners to execute the Darwin provided Internet Kiosks
                  revenue sharing  agreement wherein the revenue shared with the
                  location is no more than a maximum of thirty  percent (30%) of
                  all Adjusted  Gross monthly  usage  revenue.  (Adjusted  Gross
                  monthly  usage  revenue  defined as all revenue from usage and
                  advertisement,  less  monthly  connectivity  and ISP  expense,
                  promotional   coupons   used,   bad  debt  from  credit   card
                  transactions, credit card transaction bank fees and refunds to
                  customers.)  Darwin agrees to pay any monthly  commissions due
                  to locations per the terms of each location agreement approved
                  and accepted by Darwin.

            4.)   Darwin  agrees to pay Urban Cool  Networks the  difference  in
                  percentage between the revenue percentage paid to the location
                  owner and the  maximum  allowed  30% as  defined  above of all
                  Adjusted  Gross monthly usage revenue per kiosk  installed for
                  the  term as  defined  in each  location  agreement  contract.
                  (Adjusted  Gross monthly usage revenue  defined as all revenue
                  from usage and advertisement, less monthly connectivity and

<PAGE>

                  ISP expense,  promotional  coupons used,  bad debt from credit
                  card  transactions,  credit  card  transaction   bank fees and
                  refunds to customers.)  Darwin shall provide a monthly revenue
                  report  per kiosk and  payment of all monies due to Urban Cool
                  Networks by the 20th of each month for the previous month.

            5.)   Urban Cool  Networks  agrees to provide  Darwin copies of each
                  location   agreement   contract   with   address  and  contact
                  information   for  approval.   Darwin  agrees  to  approve  or
                  disapprove each agreement and location within 10 business days
                  of receipt of  contracts.  Darwin  retains the right to refuse
                  any opportunity brought by Urban Cool Networks.

            6.)   Darwin agrees to pay Urban Cool Networks  $200.00 per location
                  one month after installation of at least (1) Internet kiosk in
                  same  location  for the first 50 Units.  Darwin  agrees to pay
                  Urban Cool  Networks  $250.00  per  location  one month  after
                  installation  of at least (1) Internet  kiosk in same location
                  for the 50th - 100th Units.

            7.)   Darwin agrees to install  complete,  turn-key  Internet  Kiosk
                  equipment  within  45  days of  approval  of  location  unless
                  prevented  from doing so by outside  forces not under  Darwins
                  control.

            8.)   Darwin agrees to service,  collect  monies from repair,  clean
                  and otherwise perform general maintenance on Internet Kiosk in
                  a  timely  and   professional   manner  using   qualified  and
                  experienced   technicians.   Darwin   agrees  to  provide  all
                  necessary parts needed to perform service and repair functions
                  on kiosks and further agrees to maintain a reasonable  quality
                  of service based on industry standards.

Both parties have  reviewed  this LA and agree to the terms and  conditions  set
forth by signing below.


Darwin Networks

/s/ Michael Macau                              6/23/2000
---------------------------------          ----------------
Michael Macau                                    Date
Vice President, Sales & Marketing
Public Access


Urban Cool Networks

By:  /s/ Jacob R. Miles                        6/21/2000
     -----------------------------          ----------------
Its:   CEO                                       Date
    ------------------------------