<PAGE>
                                                                    Exhibit 10.3

TELCORDIA
TECHNOLOGIES
|
 --------------------------
Performance from Experience


                                          PROFESSIONAL SERVICES MASTER AGREEMENT
                                                  CONTRACT NO.. 20000822JS113827

--------------------------------------------------------------------------------

This Agreement, effective as of August 9, 2000, is between NAP of the Americas,
Inc., ("NAPA"), a Florida corporation and a wholly owned subsidiary of Terremark
Worldwide, Inc. ("Terremark"), having an office at 2601 S. Bayshore Drive, 9th
Floor, Coconut Grove, Florida 33133 and Telcordia Technologies, Inc.
("Telcordia"), a Delaware corporation, having an office at 445 South Street,
Morristown, New Jersey 07960-6438. Notwithstanding anything to the contrary in
this agreement, Terremark, along with its majority owned subsidiaries, shall
guarantee all of the terms and conditions of this agreement on behalf of NAP of
the Americas, Inc. Notwithstanding the foregoing, the Parties agree that the
terms and conditions of the financing structure ("Financing Agreement"),
currently under negotiation between the Parties, shall replace and supercede the
Billing terms and conditions under Section 2.2 of this Master Agreement as
governing and controlling each Work Statement retroactively from the effective
date of the Master Agreement. The Parties further acknowledge and agree that the
Financing Agreement will address any necessary adjustment in terms, including
price, required for such application, and shall be mutually agreed to by the
Parties.

I. DESCRIPTION OF PROFESSIONAL SERVICES

Telcordia shall provide to NAPA the Professional Services ("Services") related
to the NAP of the Americas Miami, which will be described in individual Work
Statements under this Agreement in the form of Exhibit A. A detailed description
of the work, schedules, deliverables, fees and payment schedule will be included
in each Work Statement. NAPA must authorize the Services by executing the Work
Statement and returning it to Telcordia's Administrative Contact.

II. NAPA AND TELCORDIA ADMINISTRATIVE CONTACTS

Brian K. Goodkind                             Beth Morgan
Executive Vice President &                    Director
Chief Operating Officer

Terremark Worldwide, Inc.
2601 S. Bayshore Drive                        Telcordia Technologies, Inc.
9th Floor                                     1200 Brickell Avenue
Coconut Grove, FL  33133                      Suite 1200
Tel. No. 305-856-3200                         Miami, FL  33149
                                              Tel. No. 305-372-7970



           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
       This document and the confidential information it contains shall be
   distributed, routed or made available solely to authorized persons having
             a need to know within Telcordia and NAPA, except with
                        written permission of Telcordia.


<PAGE>


              Fax No. 305-856-0252       Fax No. 305-349-2030

In consideration of the mutual obligations assumed under this Agreement,
Telcordia and NAPA agree to the Terms and Conditions attached to this Agreement
and represent that this Agreement is executed by duly authorized representatives
as of the dates below.

AGREED BY:
NAP OF THE AMERICAS, INC.                  TELCORDIA TECHNOLOGIES, INC.

By:         /s/ BRIAN K. GOODKIND          By:       /s/ THELINA E. ANDERSEN
           ----------------------------              --------------------------
Name:       BRIAN K. GOODKIND              Name:     THELINA E. ANDERSEN
           ----------------------------              --------------------------
Title:     VICE PRESIDENT                  Title:    SENIOR CONTRACT MANAGER
           ----------------------------              --------------------------
Date:      9-1-00                          Date:     9-1-00
           ----------------------------              --------------------------



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                              TERMS AND CONDITIONS




1. DEFINITIONS

1.1 "BUSINESS DAY" means an eight hour day during normal business hours.

1.2 "CONFIDENTIAL INFORMATION" means information of a party to this Agreement
which is provided or disclosed to the other and is marked as confidential or
proprietary. If the information is initially disclosed orally then (1) it must
be designated as confidential or proprietary at the time of the initial
disclosure and (2) within twenty (20) days after disclosure, the information
must be reduced to writing and marked as confidential or proprietary. No
information of the disclosing party will be considered Confidential Information
to the extent the information:

         a)is in the public domain through no fault of the recipient either
         before or after disclosure; or

         b)is in the possession of the recipient prior to the disclosure, or
         thereafter is independently developed by recipient's employees or
         consultants who have had no prior access to the information; or

         c)is rightfully received from a third party without breach of any
         obligation of confidence.

1.3 "DELIVERABLE" means any written summary of results or any other written
data, information or materials provided to NAPA including data, comments and
conclusions pertaining to the Professional Services performed under this
Agreement.

1.4 "YEAR 2000 COMPUTER PROBLEM" means the inability of any hardware, software,
firmware, middleware, or microchip to record, store, process, recognize,
calculate, and display calendar dates falling on or after January 1, 2000, in
the same manner, and with the same functionality, that it records, stores,
processes, recognizes, calculates, and displays calendar dates falling on or
before December 31, 1999.

2. FEES AND PAYMENTS

2.1 FEES AND EXPENSES. NAPA shall pay Telcordia for the Professional Services
either a fixed quote price or a time and materials fee based upon the documented
hours worked and the current fee schedule. NAPA shall also reimburse Telcordia
for all reasonable, documented, out-of-pocket expenses incurred in connection
with the Services, including travel, lodging, meals and telephone costs.
Telcordia reserves the right to limit Services to no more than ten (10) hours
within a 24-hour period. In connection with all Work Statements under this
Master Agreement, NAPA shall be entitled to the same fees and "preferred
pricing" guaranty it was given in paragraph 5(b) of Work Statement No. 0001.

2.2 BILLING. For Services provided under a fixed quote price, Telcordia shall
submit bills to NAPA according to the schedule described in each Work Statement.
For Services provided under a time and materials fee, Telcordia shall submit
monthly bills to NAPA for Services rendered during the prior month and expenses
incurred. NAPA shall pay billed amounts within thirty (30) days of the date of
the bill.

2.3 PAYMENTS. Payments to Telcordia must be in United States dollars and may be
either:

       a)wire transferred to:

       Chase Manhattan Bank
       New York, New York
       ABA #021000021 (for all wires, ACH & EFT
       Account #323145663
       Attention:  Account Officer
       Telcordia Technologies, Inc.
       Telcordia Contract No. ___________, or



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       a)mailed to:

   Telcordia Technologies, Inc.
   Church Street Station
   Post Office Box 06334
   New York, NY 10249-63 34
   Attention:  Account Officer
   Telcordia Contract No. ____________

2.4 OVERDUE PAYMENTS. Overdue payments are subject to a late payment charge,
calculated and compounded monthly, and calculated at an annual rate of either
(1) one percent (1%) over the lowest prime rate available in New York City, as
published in The Wall Street Journal on the first Monday (or the next bank
business day) following the payment due date; or (2) 12 percent (12%), whichever
shall be higher. If the amount of the late payment charge exceeds the maximum
permitted by law, the charge will be reduced to that maximum amount.

2.5 TAXES. NAPA shall pay or reimburse Telcordia for all sales or use taxes,
duties, or levies imposed by any authority, government or government agency
(other than those levied on Telcordia's net income) in connection with this
Agreement. If Telcordia is required to collect a tax to be paid by NAPA, NAPA
shall pay this tax on demand. If NAPA fails to pay these taxes, duties or
levies, NAPA shall pay all reasonable expenses incurred by Telcordia, including
reasonable attorney's fees, to collect such taxes, duties or levies.

3. CONFIDENTIAL INFORMATION

3.1 USE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed by NAPA
to Telcordia in connection with the Professional Services conducted under this
Agreement will be used by Telcordia only for the performance of the Professional
Services described in the Work Statement and Confidential Information disclosed
by Telcordia to NAPA will be used by NAPA solely for its own internal purposes,
unless otherwise expressly provided in this Agreement.

3.2 DISCLOSURE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed
under this Agreement by one party to the other will be protected by the
recipient from further disclosure, publication, and dissemination to the same
degree and using the same care and discretion as the recipient applies to
protect its own confidential or proprietary information from undesired
disclosure, publication and dissemination. Except as set forth in the following
paragraph, neither party will disclose the other's Confidential Information to
any affiliate or other third party, without prior written consent from the other
party. If Confidential Information is required by law, regulation, or court
order to be disclosed, the recipient must first notify the disclosing party and
permit the disclosing party to seek an appropriate protective order.

3.3 DISCLOSURE TO EMPLOYEES AND CONSULTANTS. Confidential Information disclosed
under this Agreement may be disclosed to a receiving party's employees
(including contract employees) or consultants who participate in the Services if
the employees and consultants have been made aware of their responsibilities
under this Agreement and the consultants (including contract employees) have
signed a statement agreeing to be bound by the terms of this Agreement with
respect to confidentiality.

3.4 MISUSE OF CONFIDENTIAL INFORMATION. Either party's failure to fulfill the
obligations and conditions with respect to any use, disclosure, publication,
release, or dissemination to any third person of the other party's Confidential
Information or breach of any restrictions or obligations of any licenses granted
by the other party, constitutes a material breach of this Agreement. In that
event the aggrieved party may, at its option and in addition to any other
remedies that it may have, terminate this Agreement, its obligations and any
rights or licenses granted upon thirty (30) days written notice to the other


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party. In addition to any other remedies it may have, the aggrieved party has
the right to demand the immediate return of all copies of Confidential
Information provided to the other party under this Agreement. The parties
recognize that disclosure of Confidential Information in violation of this
Agreement will result in irreparable harm. Each party shall have the right to
injunctive relief in the event of a disclosure in violation of this Agreement.

4. ALLOCATION OF INTELLECTUAL PROPERTY AND GRANT OF LICENSES

4.1 LICENSE TO USE THE DELIVERABLES. Subject to the restrictions set forth
below, Telcordia grants to NAPA a personal, nontransferable, nonexclusive
license to use and copy the Deliverable for NAPA internal business purposes.
This license shall include a license to use any Telcordia newly-created
Invention, Work of Authorship or other intellectual property to the extent
necessary for NAPA to meet the purposes set forth in this Agreement or in an
applicable Work Statement. This license shall further include the right to
provide copies of the Deliverable to consultants, contractors or suppliers who
are hired to carry out recommendations within the Deliverable as long as such
consultant, contractor or supplier is subject to an agreement requiring
confidentiality of the Deliverable, and which limits the use of the Deliverable
by the consultant, contractor or supplier to providing services to NAPA. NAPA
shall include a Telcordia copyright notice on all copies of Deliverables. The
services and any Deliverables are not "work for hire."

4.2 OWNERSHIP OF NEWLY-CREATED INTELLECTUAL PROPERTY. Any patentable or
unpatentable discoveries, ideas, including methods, techniques, know-how,
concepts, or products ("Invention"); or any works fixed in any medium of
expression, including copyright and mask work rights ("Works of Authorship"); or
any other intellectual property created by Telcordia during the course of the
Services shall be the sole and exclusive property of Telcordia. Any Inventions,
Works of Authorship or other intellectual property created jointly by Telcordia
and NAPA during the course of the Services shall be the joint property of
Telcordia and NAPA, each party having full licensing rights with no obligation
of accounting to the other party.

4.3 NO RIGHTS BY IMPLICATION. Except as set forth above, no direct or indirect
ownership interest or license rights in Inventions, Works of Authorship or other
intellectual property including software or patents are granted or created by
implication in this Agreement. Any grant of an ownership interest or license
rights in an Invention, Work of Authorship or other intellectual property
including software or patents must be negotiated in a separate agreement.
Telcordia will use reasonable efforts to inform NAPA of any Telcordia owned
Inventions, Works of Authorship or other intellectual property that Telcordia
believes may be necessary for NAPA to use the Deliverable or to meet the
purposes set forth in this Agreement or in an applicable Work Statement.

4.4 SIMILAR WORK FOR OTHER CUSTOMERS. Telcordia may perform the same or similar
services for others, including providing the same or similar conclusions and
recommendations provided that NAPA Confidential Information is not disclosed.

5. NAPA'S RESPONSIBILITIES

5.1 ACCESS. NAPA is responsible for providing Telcordia with access to NAPA's
premises, employees, documentation or other information needed to perform the
Services.

5.2 CUSTOMER REQUIREMENTS. NAPA acknowledges it has independently determined
that the Services and Deliverables requested in any Work Statement to this
Agreement meet its requirements.

5.3 OBJECTIVES AND RESULTS. Services and Deliverables provided by Telcordia
under any Work Statement to this Agreement are provided to assist NAPA; however,
NAPA, not Telcordia, will be responsible for determining objectives and
obtaining desired results.

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5.4 YEAR 2000 SERVICES OR RESULTS. UNLESS SPECIFICALLY DESCRIBED IN A WORK
STATEMENT UNDER THIS AGREEMENT (AND SEPARATELY IDENTIFIED AS "YEAR 2000 SERVICES
OR RESULTS"), TELCORDIA'S SERVICES (AND THE DELIVERABLES, IF ANY, PROVIDED BY
TELCORDIA HEREUNDER) WILL NOT INCLUDE ANY YEAR 2000 ANALYSES, ASSESSMENT,
REMEDIATION, TESTING OR OTHER SERVICES OR DELIVERABLES RELATED TO THE YEAR 2000
COMPUTER PROBLEM (AS DEFINED IN SECTION 1.4) NOR DOES TELCORDIA MAKE ANY
REPRESENTATION OR WARRANTY THAT THE SERVICES OR DELIVERABLES, IF ANY, PROVIDED
HEREUNDER WILL NECESSARILY RESULT IN YEAR 2000 COMPLIANCE, READINESS OR
FUNCTIONALITY OF ANY OF THE CUSTOMER'S NETWORK, SYSTEMS, HARDWARE, SOFTWARE,
MIDDLEWARE OR EMBEDDED SYSTEMS, THE ISSUE OF SUCH COMPLIANCE, READINESS OR
FUNCTIONALITY BEING OUTSIDE THE SCOPE OF THIS AGREEMENT UNLESS SPECIFICALLY
PROVIDED, AS NOTED ABOVE, IN A WORK STATEMENT.

5.5 ADDITIONAL RESPONSIBILITIES. Any additional NAPA responsibilities will be
described in the applicable Work Statement.

6. REPRESENTATIONS AND WARRANTIES

6.1 RIGHT TO PROVIDE INFORMATION. NAPA represents and warrants to Telcordia that
it has the right to provide the information, specifications and data that it has
or will provide to Telcordia in order for Telcordia to complete the Services and
to create the Deliverables identified hereunder. NAPA further represents and
warrants that possession and use of that information, specifications and data by
Telcordia under the terms and conditions of this Agreement will not constitute
an infringement upon any patent, copyright, trade secret, or other intellectual
property right of any third party.

6.2 EMPLOYEE AND CONSULTANT AGREEMENTS. Each party represents and warrants to
the other that it shall have obtained, prior to the commencement of the
Professional Services, appropriate agreements with its employees and consultants
who may participate in the Services sufficient to enable it to comply with the
terms of this Agreement.

7. WARRANTY AND DISCLAIMER OF WARRANTIES

7.1 LIMITED WARRANTY. Notwithstanding Section 8.1, Telcordia warrants that the
Services provided under this Agreement shall be performed with that degree of
skill and judgment normally exercised by recognized professional firms
performing services of the same or substantially similar nature. In the event of
any breach of the foregoing warranty, provided NAPA has delivered to Telcordia
timely notice of such breach as hereinafter required, Telcordia shall, at its
own expense, in its discretion either: (1) reperform the non-conforming Services
and correct the non-conforming Deliverables to conform to this standard; or (2)
refund to NAPA that portion of the amounts received by Telcordia attributable to
the nonconforming Services and/or Deliverables. No warranty claim shall be
effective unless NAPA has delivered to Telcordia written notice specifying in
detail the non-conformities within thirty (30) days after performance of the
non-conforming Services or tender of the non-conforming Deliverables. The remedy
set forth in this Section 7.1 is the sole and exclusive remedy for breach of the
foregoing warranty.

8. LIMITATION OF LIABILITY

8.1 LIMITED LIABILITY. Telcordia has no liability to NAPA, exceeding that
specified in the following paragraph, in contract (including warranty and
indemnity), or in tort, strict liability or otherwise with respect to any
written or oral statement, information, comment or conclusion made by or on
behalf of Telcordia or otherwise in connection with the Services provided under
this Agreement including, but not limited to, any materials or any other


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information or Deliverable prepared and/or made available to NAPA under the
terms of this Agreement. Further, neither party shall be liable to the other
party for any indirect, special or consequential damages suffered as a result of
any statement, comment, conclusion, or performance or nonperformance under each
Work Statement, even if advised of the possibility of damage or loss.

8.2 LIABILITY NOT TO EXCEED AMOUNTS PAID. Telcordia's liability, if any, to NAPA
or to any third party for claimed loss or damage under each Work Statement shall
not exceed the amount actually paid by NAPA to Telcordia under the applicable
Work Statement.

9. GENERAL

9.1 PUBLICITY. Notwithstanding anything herein to the contrary, each party is
prohibited from using in advertising, publicity, promotion, marketing, or other
similar activity, any name, trade name, trademark, or other designation
including any abbreviation, contraction or simulation of the other without the
prior, express, written permission of the other.

9.2 HIRING OF EMPLOYEES. During the term of this Agreement and for a period of
two (2) years after any expiration or termination of this Agreement, neither
party shall employ or solicit for employment, directly or indirectly, any
employee of the other party directly involved in the Services described in the
Work Statement, unless the other party has either terminated the employment of
the employee, granted written permission for the employment, or it has been more
than one year since the employee was last employed by the other party.
Advertisements in newspapers and trade publications by either party do not
constitute solicitation.

9.3 ASSIGNMENT. Neither party shall assign, in whole or in part, this Agreement,
any Work Statement or any license, rights or obligations granted, to any other
person or entity, without the prior written consent of the other party, which
consent may not be unreasonably withheld.

9.4 WAIVER. The failure of either party at any time to enforce any of the
provisions of this Agreement or any right under this Agreement, or to exercise
any option provided, will in no way be construed to be a waiver of the
provisions, rights, or options, or in any way to affect the validity of this
Agreement. The failure of either party to exercise any rights or options under
the terms or conditions of this Agreement shall not preclude or prejudice the
exercising of the same or any other right under this Agreement.

9.5 NON-COMPLIANCE FOR CAUSE BEYOND CONTROL. Neither party shall be liable to
the other for non-compliance with any provision of this Agreement if the
non-compliance resulted directly from any cause beyond the reasonable control of
the party. However, this provision shall not apply to any payments due to
Telcordia under this Agreement.

9.6 CHOICE OF LAW. This Agreement must be construed and enforced according to
the laws of the State of New Jersey without regard to those laws relating to
conflict of laws and NAPA agrees to be subject to the jurisdiction of the courts
in the State of New Jersey if a suit is commenced in connection with this
Agreement.

9.7 SEVERABILITY. If any provision or portion of a provision of this Agreement
is held invalid or unenforceable, the remainder of the Agreement shall not be
affected, and the remaining terms will continue in effect and be binding on the
parties, provided that such holding of invalidity or unenforceability does not
materially affect the essence of the Agreement.

9.8 NOTICE. Any notice or other written communication required or permitted to
be given by a party under this Agreement must be addressed to the attention of
the other party's Administrative Contact as identified in this Agreement or in
any Work Statement and will be deemed delivered: (1) five business days after
the notice has been mailed by certified mail, if applicable, or (2) the next
business day after receipted delivery to a recognized overnight courier.


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9.9 COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws.
If Telcordia requires any government licenses or approvals to proceed with the
Services, Telcordia will provide NAPA with prior notice of the requirement and
an estimate of any resulting increase in the price of the Services.

9.10 SURVIVAL. The Terms and Conditions of this Agreement regarding
confidentiality, payment, warranties, liability and all others that by their
sense and context are intended to survive the execution, delivery, performance,
termination or expiration of this Agreement survive and continue in effect.

9.11 SCOPE CHANGE. The parties may mutually agree to modify or make changes to
any Work Statement as necessary. Scope changes will be detailed in individual
Scope Change Control Forms under this Agreement in the form of Exhibit B. Scope
Change Control Forms must be signed by authorized representatives of each party.

10. INTERNATIONAL TERMS AND CONDITIONS

The following terms and conditions shall apply to Services performed outside of
the United States in addition to the terms and conditions contained herein.

10.1 NAPA'S REEXPORT OBLIGATIONS

       10.1.1 Reexport of Technical Data. NAPA acknowledges that any commodities
       and/or technical data provided under this Agreement shall be subject to
       the Export Administration Regulations ("the EAR") administered by the
       U.S. Commerce Department http://www.bxa.doc.gov (The Bureau of Export
       Administration home page) and that any export or reexport thereof must be
       in compliance with the EAR. NAPA agrees that it shall not export or
       reexport, directly or indirectly, either during the term of this
       Agreement or after its expiration, any commodities and/or technical data
       (or direct products thereof) provided under this Agreement in any form to
       destinations in Country Groups D:1 or E:2, as specified in Supplement No.
       1 to Part 740 of the EAR, and as modified from time to time by the U.S.
       Department of Commerce, or to destinations that are otherwise controlled
       or embargoed under U.S. law.

       10.1.2 GOVERNMENTAL APPROVALS AND CONSENTS. This Agreement is subject to
       the receipt of any approvals and/or consents required by United States
       and foreign government agencies and authorities, including but not
       limited to the export control laws and regulations of the United States,
       as may be required for the consummation of the transactions contemplated
       by this Agreement. Telcordia shall have no liability to NAPA for failure
       to deliver any product or service under this Agreement as a result of the
       refusal of United States or foreign governmental agencies to issue any
       necessary approvals and consents for the export of any such product or
       service.

10.2 EXPORT CONTROL. Telcordia shall notify NAPA of any restricted technology
that may be controlled for export purposes. Any technology provided by Telcordia
that is controlled for export purposes, may require prior approval by the
appropriate U.S. Government agency, either the U.S. Department of State (DOS) or
the U.S. Department of Commerce (DOC). Should this technology provided by
Telcordia be export controlled, NAPA will be bound by U.S. export statutes and
regulations and shall comply with all export control requirements. NAPA and/or
Telcordia shall have full responsibility for any required export licenses.

10.3 IMMIGRATION AND ENTRY REQUIREMENTS. NAPA shall obtain and supply Telcordia
with all necessary licenses, permits, authorizations, and passes, including but
not limited to professional visit passes and/or employment passes issued by the
national immigration agency under the national immigration law of the local
country and other clearances, in a timely manner to support performance under
this Agreement. Telcordia performance is contingent upon the foregoing, and in
the event that NAPA is unable to obtain and supply such to Telcordia in a timely


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manner, or that any of such are later withdrawn, the Telcordia performance
schedule, and any other necessary terms of this Agreement shall be equitably
adjusted.

10.4 ENGLISH LANGUAGE. Unless otherwise stated in a Work Statement to this
Agreement, Telcordia shall provide all Reports and other Deliverables in the
English language.

10.5 TAXES. Fees payable under this Agreement are exclusive of taxes. NAPA shall
pay or reimburse Telcordia for all value added, income, withholding, sales or
use taxes, customs or import duties, or levies imposed by any authority,
government or government agency in connection with this Agreement, other than
taxes imposed by the United States.

       10.5.1 If Telcordia, its subcontractors, and/or their respective
       employees are required to pay any non-United States taxes in connection
       with this Agreement, including those listed above, the fees under this
       Agreement shall be correspondingly increased.

       10.5.2 If, after the effective date of this Agreement or any applicable
       Work Statement hereto, there are changes or developments which may result
       in an increase in any non-United States taxes, and/or any new non-United
       States taxes or assessments are levied by a government other than the
       United States, or if the methods of administering or the rates of any
       such taxes or assessments are changed, and such new taxes, assessments or
       changes result in an increased potential non-United States tax liability
       for Telcordia, its subcontractors, and/or their respective employees
       under this Agreement, the fees under this Agreement shall be
       correspondingly increased.

       10.5.3 If either party fails to pay any fees under this Agreement, or any
       taxes, duties, levies or assessments, such party shall pay all reasonable
       expenses incurred by the other party, in collecting these sums, including
       reasonable attorney's fees, interest and penalties.

       10.5.4 NAPA shall provide to Telcordia a summary of all amounts withheld
       during the year no later than ten business days after December 31 of each
       year, addressed to Telcordia, International Collections, 3 Corporate
       Place, Room 2E-327, Piscataway, NJ 08854 USA.

       10.5.5 Telcordia shall provide NAPA with a statement regarding any income
       or withholding tax for which NAPA will be responsible for in any given
       country, as specified in each Work Statement, prior to rendering any
       Services in such country.

10.6 FOREIGN CORRUPT PRACTICES ACT. Both parties shall at all times comply with
applicable laws to the business and operations of Telcordia and NAPA, its
subsidiaries and affiliates, including, without limitation, the United States
Foreign Corrupt Practices Act of 1977, as amended. Any notice received from any
governmental or regulatory authority or other person alleging any violation of
any such applicable law shall be promptly provided to the other party.

11. ENTIRE AGREEMENT

This is the entire Agreement between the parties about its subject. It
incorporates and supersedes all written and oral communications about its
subject. It may only be changed or supplemented by a written amendment signed by
the authorized representatives of the parties. Each Work Statement executed
shall be considered part of this Agreement and the terms of each control in the
event of any inconsistency with the terms of this Agreement.

                           END OF TERMS AND CONDITIONS


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                                                                       EXHIBIT A


                        CONFIDENTIAL - RESTRICTED ACCESS



TELCORDIA
TECHNOLOGIES
|
 --------------------------
Performance from Experience



                                          PROFESSIONAL SERVICES MASTER AGREEMENT
                                                       CONTRACT NO. [##########]
-------------------------------------------------------------------------------

This Work Statement is under the Professional Services Master Agreement dated
__________ and is between _________________ ("Customer") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following
Professional Services under the Terms and Conditions of the Agreement and any
additional terms contained in this Work Statement.

1.       SCOPE OF SERVICES

2.       DESCRIPTION OF SERVICES

         Telcordia shall provide the following services:

3.       NO YEAR 2000 SERVICES

4.       CUSTOMER RESPONSIBILITIES

5.       FEES AND PAYMENTS

6.       DELIVERABLES

7.       SCHEDULE OF SERVICES

8.       LOCATION OF SERVICES

9.       TELCORDIA'S CONTACT(S)

10.      CUSTOMER'S CONTACT(S)

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:
NAP OF THE AMERICAS, INC.            TELCORDIA TECHNOLOGIES, INC.

By:                                  By:
           ---------------------               ---------------------------------
Name:                                Name:
           ---------------------               ---------------------------------
Title:                               Title:    CONTRACT MANAGER
           ---------------------               ---------------------------------
Date:                                Date:
           ---------------------               ---------------------------------


           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
       This document and the confidential information it contains shall be
   distributed, routed or made available solely to authorized persons having
             a need to know within Telcordia and NAPA, except with
                        written permission of Telcordia.

                                                                         Page 10

<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS


                            SCOPE CHANGE CONTROL FORM


This Scope Change No. _______ ("Scope Change") amends the Work Statement,
Contract No. ______________, ("Work Statement") between NAP of the Americas,
Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc.
("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective
as of this _____________ day of ________, 20__ ("Scope Change"). This Scope
Change incorporates all the terms and conditions of the Work Statement and
Agreement except as may be otherwise modified herein for the limited purpose set
forth herein.

1.       Title of Scope Change:

2.       Date of Scope Change:

3.       Originator of Scope Change:

4.       Reason for the Scope Change:

5.       Details of the Scope Change (including any specifications):

6.       Implementation timetable of the Scope Change:

7.       Additional fees or refund, if any, of the Scope Change:

8.       Impact of the Scope Change on other aspects of the Schedule, including
         but not limited to, the overall payment schedule, contractual
         provisions, and Deliverable schedules.

9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.

AGREED BY:
NAP OF THE AMERICAS, INC.                TELCORDIA TECHNOLOGIES, INC.

By:                                      By:
           ---------------------------             ----------------------------
Name:                                    Name:
           ---------------------------             ----------------------------
Title:                                   Title:
           ---------------------------             ----------------------------
Date:                                    Date:
           ---------------------------             ----------------------------



               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
                 See confidentiality restrictions on title page.


                                                                         Page 11

<PAGE>

             AMENDMENT TO THE PROFESSIONAL SERVICES MASTER AGREEMENT
                      BETWEEN NAP OF THE AMERICAS, INC. AND
                          TELCORDIA TECHNOLOGIES, INC.


This amendment to the Professional Services Master Agreement, executed on
September 1, 2000, between NAP of the Americas, Inc. ("NAPA"), a wholly owned
subsidiary of Terremark Worldwide, Inc. and Telcordia Technologies, Inc.
("Telcordia") ("Agreement") (Contract No. 20000822JS113827) shall amend the
Agreement as follows:

1.       THE PREAMBLE OF THE AGREEMENT ON PAGE 1 SHALL BE MODIFIED TO DELETE THE
         LAST TWO SENTENCES WHICH READ AS FOLLOWS:

"Notwithstanding the foregoing, the Parties agree that the terms and conditions
of the financing structure ("Financing Agreement"), currently under negotiation
between the Parties, shall replace and supercede the Billing Terms and
conditions under Section 2.2 of this Master Agreement as governing and
controlling each Work Statement retroactively from the effective date of the
Master Agreement. The Parties further acknowledge and agree that the Financing
Agreement will address any necessary adjustment in terms, including price,
required for such application, and shall be mutually agreed to by the Parties."

2.       UNDER SECTION 2.1 FEES AND EXPENSES, THE LAST SENTENCE SHALL BE DELETED
         AND REPLACED WITH THE FOLLOWING:

"From the date of execution of this Agreement, all labor provided by Telcordia
on a time and materials basis, shall be reimbursed on an hourly basis, based on
the actual hours incurred multiplied by the hourly rates for engineering and
consulting services as set forth on page 4 of WS 001 executed on September 1,
2000 (the "Rates"), which Rates are represented by Telcordia to be the lowest or
equal to the lowest rates charged to any Telcordia non-governmental customer for
consulting and engineering services ("Preferred Pricing"). The Rates will not be
increased before January 1, 2002, even if Telcordia increases its Preferred
Pricing rates to other customers. On or after January 1, 2002. NAPA shall be
charged the then prevailing Preferred Pricing (i.e., Preferred Pricing which
takes into account rate increases to other non-governmental customers between
the time of the execution of this Amendment and January 1, 2002).
Notwithstanding the Preferred Pricing guaranty set for herein, NAPA acknowledges
that the Preferred Pricing model does not take into account services for which
Telcordia does not charge or for which it charges rates substantially and
significantly lower than the Rates because the services are being rendered for
certain customers in connection with and related to purchases of Telcordia
provided and/or third party software and/or hardware bundled with ancillary
services.

For any value added services related to the operation of the NAP provided by
Telcordia beyond basic NAP services, Telcordia shall provide pricing as good as
or better than other non-governmental customers which are (1) similarly situated
to NAP of the Americas. Inc. (2) for similar types of services, solutions and
products, and (3) for similar volume or usages.
<PAGE>
3.       UNDER SECTION 2.2 BILLING, THE LAST SENTENCE SHALL BE MODIFIED TO
         REPLACE THIRTY (30) DAYS WITH FORTY FIVE (45) DAYS.

4.       SECTION 9 GENERAL, SHALL BE AMENDED TO ADD THE FOLLOWING AFTER SECTION
         9.11:

"9.12 TERMINATION FOR CAUSE.

Either party shall have the right, without prejudice to its other rights or
remedies, to terminate the Agreement or any Work Statement under this Agreement
upon written notice to the other party as provided below, if the other party:

         (a) is in material breach of any of its material obligations under this
Agreement or the affected Work Statement and either the breach is incapable of
remedy or the breaching party has failed to remedy such breach or failed to
commence steps to remedy such breach within the thirty (30) calendar day period
after receiving written notice, which describes the breach in reasonable detail,
requiring it to remedy such breach; or

         (b) assigns its assets, or a substantial part of its assets for the
benefit of its creditors, or admits in writing its inability to pay debts as
they mature, or a trustee or receiver is appointed for a substantial part of its
assets, or a bankruptcy proceeding is instituted against the other party which
is acquiesced in and is not dismissed within sixty (60) calendar days, or
results in an adjudication of bankruptcy."

"9.13 TERMINATION FOR CONVENIENCE.

NAPA shall have the right to terminate any Work Statement for convenience on not
less than thirty (30) calendar days prior written notice to Telcordia. Upon
Telcordia's receipt of notice of termination for convenience from NAPA,
Telcordia and NAPA shall meet to determine the extent of the Services and
Deliverables to be provided prior to the effective date of termination. In the
event the parties fail to agree to the extent of the Services and Deliverables
to be provided prior to the effective date of termination, Telcordia shall take
all commercially reasonable steps to wind-down the work in progress by the
effective date of such termination based on Telcordia's reasonable and good
faith understanding of the work NAPA would like to continue during such
wind-down period. Upon such termination, NAPA shall pay to Telcordia the
following: (i) fees for Services rendered and Deliverables provided by Telcordia
as of the effective date of termination; (ii) long-term operating and/or capital
fees incurred by Telcordia, prior to the effective date of termination, provided
that such fees were authorized by NAPA in the affected Work Statement(s) or
otherwise approved in writing and to the extent such fees have not been
previously recovered from NAPA by Telcordia; (iii) packaging, shipping and
similar costs of any equipment or materials required to be returned by Telcordia
to NAPA or Third Party vendors; (iv) vendor and subcontractor termination fees
that have been incurred in accordance with vendor contracts and other reasonable
and customary vendor and subcontractor termination fees provided that such fees
were authorized by NAPA in the affected Work Statement(s) or otherwise approved
in writing; and (v) such other reasonable expenses as may be agreed to by the
parties in writing. Effective upon such termination for convenience, Telcordia
shall have no further obligations or liability of any kind with respect to any
Deliverables or Services provided prior to termination under the terminated Work
Statement all of which shall be deemed provided on an "as is basis, except that
those Deliverables which have been accepted and paid for prior to termination or
upon termination under this Section shall be entitled to the applicable
warranties provided for such Deliverables set forth in this Agreement.

                                       2
<PAGE>
Telcordia may not terminate this Agreement or any Work Statement under this
Agreement, except as provided in this Section 9, or as otherwise agreed upon in
a specific Work Statement."

This amendment shall be effective when signed by the last party and shall
continue until the termination of the Agreement. All of the terms and conditions
of the Agreement, shall remain in full force and effect. This amendment is
incorporated by reference into the Agreement. Each party represents that this
amendment has been signed by their duly authorized representatives.


AGREED BY:


NAP OF THE AMERICAS, INC.                    TELCORDIA TECHNOLOGIES, INC.
TERREMARK WORLDWIDE INC.


By:      /s/ Brian K. Goodkind               By:     /s/ Thelina E. Andersen
   -------------------------------------        --------------------------------
Name:    Brian K. Goodkind                      Name:    Thelina E. Andersen
Title:   Executive Vice President               Title:   Senior Contract Manager
         & Chief Operating Officer
Date:  9-25-00                                  Date:   9-25-00
       ---------------------------------                ------------------


                                       3


<PAGE>


                            SCOPE CHANGE CONTROL FORM


This Scope Change No. 2 ("Scope Change') amends the Master Agreement, as
previously amended, Contract No. 20000822JS113827, ("Agreement") between NAP of
the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide,
Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is
effective as of this 30th day of June, 2000 ("Scope Change"). This Scope Change
incorporates all the terms and conditions of the Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: NAPA Payments

         2.       Date of Scope Change: June 30 , 2001

         3.       Originator of Scope Change:             Max Figueroa

         4.       Reason for the Scope  Change:  The parties have agreed to
                  modify billing and payment terms to accommodate new Work
                  Statements.

         5.       Details of the Scope Change (including any specifications): NA

         6.       Implementation timetable of the Scope Change:

The Telcordia Program Office shall provide NAPA with an updated report for
actual outstanding unpaid calculated amounts ("Outstanding Amounts Report") on a
bi-monthly basis (twice per month) which will include the actual fees and
expenses incurred by NAPA for Work Statements executed before May 31, 2001, and
after May 31, 2001. The Telcordia Program Office has also generated a projected
NAPA expense obligation report ("Projected Expense Report") which includes the
estimated fees and expenses for Work Statements executed through May 31, 2001,
including Work Statements 1 through 10 (Attachment A). The parties agree that
the amounts detailed in the Outstanding Amounts Report, Attachment B, shall not
exceed the dollar amounts listed for the corresponding period in the Projected
Expense Report, Attachment A, and that NAPA shall provide payments to Telcordia
to reduce the amounts in the Outstanding Amounts Report to be less than or equal
to the corresponding amounts in Attachment A as described in this amendment.
Based on the Outstanding Amounts Report, Telcordia shall indicate to NAPA when
an additional payment is due, if any, and provide NAPA with written notice
regarding the amount of any necessary payments. NAPA shall pay any amounts
exceeding those listed in the Projected Expense Report (Attachment A) down to a
value equal to or less than the value for the corresponding period. Such payment
will be applied to the oldest outstanding invoice due by NAPA to Telcordia. If
there is a discrepancy between the actual invoice amount and calculated amount
provided to NAPA by the Program Office, the discrepancy will be reconciled in
the next Outstanding Amounts Report.

It is expected that any Telcordia request for an additional payment will be a
payment for a portion of the total outstanding calculated amount due to
Telcordia. NAPA shall pay the amount detailed in the notice via wire transfer
within three (3) business days of receipt of such notice. If NAPA fails to pay
the amount stated in the notice in full within three (3) business days after
receipt or otherwise is in arrears on other payments due to Telcordia, Telcordia
reserves the right to immediately stop work on any Work Statements executed
after May 31, 2001 with no further obligation to NAPA to continue or complete
such Work Statements. Notwithstanding anything stated above, NAPA is required to
continue to make regular payments on all invoices in
<PAGE>

accordance with the terms of the Master Agreement, as amended. In addition, all
future Work Statements executed between the parties will be paid in accordance
with the terms of the Master Agreement, as amended,(as were WS 1 through WS 10),
except that all WS will be subject to the terms of this agreement.

         7.       Additional fees or refund, if any, of the Scope Change: NA

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules: NA

         9.       Other Comments:               NA

The parties to this Scope Change agree to the terms of the Agreement, as amended
and further represent that this Scope Change is executed by their respective
authorized representatives in accordance with each parties' established
corporate policy. The parties to this Scope Change further agree that any terms
and conditions of the Agreement, as amended and not modified hereby shall remain
unchanged and in full force and effect.

AGREED BY:
NAP OF THE AMERICAS, INC.                    TELCORDIA TECHNOLOGIES, INC.


By:      /s/ Brian K. Goodkind               By:    /s/ Thelina E. Andersen
   ---------------------------------------         -----------------------------
Name:       Brian K. Goodkind                    Name:  Thelina E. Andersen
Title:      Executive Vice President & COO       Title:  Senior Contract Manager
Date:                                            Date:      7-16-01
      ------------------------------------             -------------------------


                                       2
<PAGE>


                                  ATTACHMENT A


                            PROJECTED EXPENSE REPORT
                       FOR SIGNED WORK STATEMENTS #1 - #10


                        (Information as of May 31, 2001)


<TABLE>
<CAPTION>
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                                                                                                        OUTSTANDING BALANCE
                                                                                                        (Estimates based on
                                                     INVOICE AND INTEREST                             payment terms of net 45
     INVOICE DATE              PAYMENT DATE                AMOUNT              PAYMENT AMOUNT             plus 30 day cure)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
<S>                       <C>                       <C>                     <C>                    <C>
      Invoiced on
        10/4/00                                           $294,495                                        $294,495 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        11/3/00                                           $889,070                                       $1,183,565 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        12/14/00                                          $603,118                                       $1,786,683 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                 12/20/00                                         $294,495               $1,492,188 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         1/4/01                                          $1,005,698                                      $2,497,886 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  1/17/01                                         $889,070               $1,608,816 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         2/8/01                                          $1,079,394                                      $2,688,210 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  2/27/01                                         $603,118               $2,085,092 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         3/5/01                                            $47,126                                       $2,037,966 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        3/15/01                                            $36,691                                       $2,074,658 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        3/20/01                                           $723,336                                       $2,797,993 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  3/20/01                                        $1,005,698              $1,886,548 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         4/4/01                                          $1,357,666                                      $3,244,214 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  5/1/01                                         $1,079,394              $2,164,819 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         5/5/01                                          $1,232,186                                      $3,397,006 Actual
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 5/29/01                                        $807,153            $2,589,853 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 6/4/01                                         $1,442,083                                   $4,031,936 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                                                                                                        OUTSTANDING BALANCE
                                                                                                        (Estimates based on
                                                     INVOICE AND INTEREST                             payment terms of net 45
     INVOICE DATE              PAYMENT DATE                AMOUNT              PAYMENT AMOUNT             plus 30 day cure)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
<S>                       <C>                       <C>                     <C>                    <C>
                             Payment Expected
                                on 6/18/01                                       $1,357,666           $2,674,270 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 7/5/01                                         $1,856,127                                   $4,530,397 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 7/18/01                                       $1,232,186           $3,298,211 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 8/3/01                                         $1,334,365                                   $4,632,576 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 8/20/01                                       $1,442,083           $3,190,493 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 9/4/01                                          $786,881                                    $3,977,374 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 9/18/01                                       $1,856,127           $2,121,247 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 10/4/01                                         $566,869                                    $2,688,116 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 10/17/01                                      $1,334,365           $1,353,751 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 11/5/01                                         $566,869                                    $1,920,620 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 11/19/01                                       $786,881            $1,133,739 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 12/4/01                                         $227,219                                    $1,360,958 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 12/18/01                                       $566,869             $794,089 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 1/4/02                                          $227,219                                    $1,021,308 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 1/21/02                                        $566,869             $454,439 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 2/18/02                                        $227,219              $227,219 Projected
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 3/20/02                                        $227,219                $0 (Projected)
------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
</TABLE>


                                       4







<PAGE>
              INTEGRATED SOLUTION MANAGEMENT FOR THE NAP OF THE AMERICAS - MIAMI
                                                         WORK STATEMENT NO. 0001

--------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"),
a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and
Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1.       SCOPE OF SERVICES


Telcordia shall provide the necessary integrated solution management services
("Services") to support NAPA's NAP of the Americas Miami project from inception
through full operations. These integrated solution management services include
planning, scheduling, resourcing and controlling all aspects of the project
during the interim and permanent build-out, deployment and ongoing operations of
the NAP of the Americas - Miami infrastructure. Telcordia shall be using the
services of its parent company, Science Applications International Corporation,
Inc. ("SAIC"). In the balance of this document, Telcordia shall be understood to
mean activities performed by either SAIC, Telcordia, or both.


Telcordia shall provide Services to implement an Integrated Solution Management
Office consisting of the following:

o        Integrated Solution Management Services (project planning, scheduling
         and resourcing)
o        Risk Management
o        Change Management
o        Quality Assurance
o        Project Organization and Staffing
o        Project Control
o        Project Communications
o        Business Process (end-to-end) Validation and Testing

Each of these activities will be a unique task with pre-defined Deliverables.
Deliverables for each task will be reviewed and accepted by NAPA prior to the
completion of subsequent tasks. A project kickoff meeting with NAPA management
will initiate the project, and a project completion meeting will terminate the
project.

2.       DESCRIPTION OF SERVICES


Telcordia shall establish an Integrated Solution Management Office for NAPA's
NAP of the Americas -Miami. The tasks associated with this WS are described as
follows.


1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND SCHEDULING)

A baseline project plan (scheduled tasks with required resources) will be
developed to manage the integrated project based on the business and system
requirements of the NAP of the Americas operations description. All affected
functional work groups will participate in defining the work breakdown
structure, negotiating schedule and resource commitments and agreeing to the
plan.




                                       1
<PAGE>

2: RISK MANAGEMENT

Telcordia shall provide a risk management methodology, which will include a plan
for identification and analysis of risk items, mitigation strategies for those
risks (including insurance options), and contingency plans for any unmitigated
risks.


3: CHANGE MANAGEMENT

Telcordia shall provide a change management methodology which will include a
plan for managing, controlling and reporting (a) changes to the project plan
which do not require changes to any WS and (1,) changes to the project plan
which represent a change in scope. These changes to WS scope will be managed
under the change control process, in accordance with Section 9.11 of the Master
Agreement.

Telcordia shall also provide configuration management control of all project
documentation, including baseline and version control.


4: QUALITY ASSURANCE

Telcordia shall provide independent design reviews of key technical Deliverables
to manage technical requirements. Telcordia shall also provide a design review
of the NAP of the Americas business model to confirm that it meets the business
requirements of the NAP of the Americas. If business requirements are not met,
Telcordia shall work with the respective principals toward the corrective action
of such requirements. These design reviews will cover technical quality,
responsiveness to NAP of the Americas requirements and consistency across the
program. In addition, all project documentation and Deliverables will be
reviewed for quality and inform respective principles of any changes required.


5: PROJECT ORGANIZATION AND STAFFING

Telcordia shall provide coordination of staffing plans for all WSs. This
includes the required staff qualifications, timing and recommendations to NAPA
regarding use of its staffing resources where advisable and economical.


6: PROJECT CONTROL

Telcordia shall track the project's progress against approved project plans.
Team will work with principals to take corrective action as necessary to
maintain conformance to the plan. Any changes to the plan will be implemented
via the change control process.


7: PROJECT COMMUNICATIONS PLAN

Telcordia shall develop a project communication plan to establish a full set of
communications processes (meetings and written) to enable adequate interaction
with NAPA personnel, vendors and the full project team, consisting of Telcordia
and NAPA team members. This communications plan will include escalation
procedures for Telcordia and NAPA to resolve issues as required.

As part of the communications plan, Telcordia shall conduct weekly status
meetings with NAPA, addressing progress, corrective actions required and action
item tracking. Monthly status reports will be developed and delivered to NAPA
(electronic and hard copy) for the duration of this WS in support of this status
reporting.




                                       2
<PAGE>


8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING

Telcordia shall design, develop and run an end-to-end validation and test of the
overall NAP of the Americas solution, to include the full business process flow,
from order receipt and entry through service provision and billing. This will
cover the major business functions and flows developed for the project. If the
end-to-end validation and testing requirements are not met, Telcordia shall work
with the respective principals toward the corrective action of such validation
and testing.


3.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.


4.       NAPA RESPONSIBILITIES

a) NAPA shall provide Telcordia with a single point of contact empowered to make
decisions related to the Services within one (1) week of contract execution.

b) NAPA shall review Deliverable documents submitted by Telcordia in draft form
and notify Telcordia in writing within ten (10) business days of any
deficiencies in the draft Deliverable document in sufficient detail to enable
Telcordia to make any necessary changes and submit to NAPA in final form. If
NAPA does not respond within ten (10) business days the Deliverable will be
deemed accepted.

c) NAPA shall provide appropriate facilities at NAPA's sole expense for
Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the
Services identified in this WS, for the duration of the Services to be provided
under this WS, including but not limited to, work space, desk, telephones with
outside long distance line, workstation/PC with logins and communications links
to NAPA's network, and access to all necessary systems, buildings and NAPA
personnel. Where practical and at no additional direct cost to Telcordia,
Telcordia facilities will be used from time to time.

d) NAPA shall schedule, arrange, and organize any necessary meetings with NAPA
personnel, as required within a reasonable timeframe.

e) NAPA shall make timely decisions regarding project issues and changes.


Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.

5.       FEES AND PAYMENTS


NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

(a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee for
the Services will be approximately US$4,600,000.00 ("Estimated Fee"), excluding
out of pocket expenses and materials. The Estimated Fee is non-binding on
Telcordia, Telcordia shall notify NAPA when it reaches eighty-five percent (85%)



                                       3
<PAGE>

of the Estimated Fee. Telcordia shall obtain prior written approval to exceed
the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia
reserves the right to suspend the performance of Services hereunder and toll the
term of this WS until NAPA approves in writing a revised Estimated Fee, if any.

(b)      BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:


         1)       LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below, which rates are represented by Telcordia to
                  be the lowest or equal to the lowest rates charged to any
                  Telcordia customer for consulting and engineering services
                  ("Preferred Pricing"). The rates set forth below will not be
                  increased before January 1, 2002, even if Telcordia increases
                  its Preferred Pricing model. On or after January 1, 2002, NAPA
                  shall be charged the then prevailing Preferred Pricing. The
                  table below is an inclusive rate table and not all job
                  categories will be used in this WS.
<TABLE>
<CAPTION>

                  ------------------------------ -------------------------------------- ---------------------
                  ROLE                           NAP OF THE AMERICAS ROLES              RATE
                  ------------------------------ -------------------------------------- ---------------------
<S>                                              <C>                                    <C>
                  GOVERNANCE                     VP-General Manager                     $315
                  ------------------------------ -------------------------------------- ---------------------
                                                 Program Manager                        $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Project Manager                        $180
                  ------------------------------ -------------------------------------- ---------------------
                                                 Project Controller                     $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Principal                              $315
                  ------------------------------ -------------------------------------- ---------------------
                  CONSULTING                     Principal Consultant                   $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Senior Consultant                      $180
                  ------------------------------ -------------------------------------- ---------------------
                                                 Consultant                             $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Principal                              $315
                  ------------------------------ -------------------------------------- ---------------------
                  ENGINEERING                    Principal Engineer                     $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Senior Engineer                        $180
                  ------------------------------ -------------------------------------- ---------------------
                                                 Engineer                               $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Principal                              $315
                  ------------------------------ -------------------------------------- ---------------------
                  OPERATIONS                     Operations Manager                     $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Systems Administrator                  $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Senior Technician                      $120
                  ------------------------------ -------------------------------------- ---------------------
                                                 Technician                             $95
                  ------------------------------ -------------------------------------- ---------------------
                                                 Junior Technician                      $70
                  ------------------------------ -------------------------------------- ---------------------
                                                 Customer Care Representative           $70
                  ------------------------------ -------------------------------------- ---------------------
                                                 Provisioning Specialist                $95
                  ------------------------------ -------------------------------------- ---------------------
                                                 Billing Specialist                     $70
                  ------------------------------ -------------------------------------- ---------------------
                  SUPPORT                        Administration Specialist              $60
                  ------------------------------ -------------------------------------- ---------------------

</TABLE>

         2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services.
                  Telcordia shall bill NAPA for these out of pocket expenses at
                  cost on a monthly basis.


Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.

6.       DELIVERABLES


Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format where applicable or as mutually
agreed by the parties.



                                       4
<PAGE>

DELIVERABLE 1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND
SCHEDULING)

o        Provide a baseline project plan
o        Provide updated performance to project plan

DELIVERABLE 2: RISK MANAGEMENT

o        Provide a risk management plan
o        Provide an updated risk mitigation and contingency implementation
         status

DELIVERABLE 3: CHANGE MANAGEMENT

o        Provide a change management plan
o        Provide an updated change control status
o        Provide a document / configuration management database

DELIVERABLE 4: QUALITY ASSURANCE

o        Conduct network architecture and OSSIBSS design reviews
o        Conduct business model design review
o        Conduct documentation & deliverable quality reviews

DELIVERABLE 5: PROJECT ORGANIZATION AND STAFFING

o        Provide staffing in accordance with WS staffing requirements
o        Conduct weekly status meetings and provide monthly status reports
o        Provide a mutually agreed upon resource plan for the following calendar
         year by September 30th of each year.

DELIVERABLE 6: PROJECT CONTROL

o        Conduct weekly status meetings and provide monthly status reports to
         address progress to plan, changes and corrective actions

DELIVERABLE 7: PROJECT COMMUNICATIONS PLAN

o        Provide a project communications plan
o        Coordinate meetings and provide written reports in accordance with plan
o        Conduct weekly status meetings
o        Provide weekly status meeting minutes/action item tracking
o        Provide monthly status reports

DELIVERABLE 8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING

o        Provide a business processes validation and test plan
o        Provide business processes validation and test report

7.       SCHEDULE OF SERVICES


The term of this WS is August 9, 2000 through December 31, 2001. Thereafter, the
parties agree to an automatic annual renewal unless otherwise agreed upon in
writing.


                                       5
<PAGE>

Services will commence upon execution of this WS on the agreed upon worksite in
Miami, and will be in force for the work performance period. The following
schedule is provided for information and planning purposes only until such time
as a detailed project schedule is developed and agreed upon in writing by
Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.

<TABLE>
<CAPTION>

     -------------------------------- ----------------------------------------------- -------------------------
             MILESTONE NAME           MILESTONE DESCRIPTION                                ESTIMATED DATE
     -------------------------------- ----------------------------------------------- -------------------------
<S>                                    <C>                                            <C>
     Project Kickoff Meeting          Project kickoff meeting will be held between    Within two weeks of
                                      the project managers, project staff, and NAPA   WS execution
                                      management. Attendance of the executive
                                      sponsor is necessary. The project scope,
                                      timeline, Deliverables, and responsibilities
                                      will be reviewed.
     -------------------------------- ----------------------------------------------- -------------------------
     Baseline project plan            Telcordia will work with NAPA to jointly        TBD
                                      develop an integrated baseline project plan
     -------------------------------- ----------------------------------------------- -------------------------
     Project Communications           Telcordia will develop an integrated project    TBD
     Plan                             communications plan
     -------------------------------- ----------------------------------------------- -------------------------
     Weekly status meetings           Telcordia will establish and run weekly status  Weekly
                                      meetings with NAPA, addressing progress,
                                      corrective actions required and action item
                                      tracking.
     -------------------------------- ----------------------------------------------- -------------------------
     Monthly status reports           Telcordia will develop and deliver monthly      Monthly
                                      status reports to NAPA.
     -------------------------------- ----------------------------------------------- -------------------------
     Risk management plan             Telcordia will develop an integrated risk       TBD
                                      management plan
     -------------------------------- ----------------------------------------------- -------------------------
     Change management plan           Telcordia will develop a comprehensive          TBD
                                      change management plan
     -------------------------------- ----------------------------------------------- -------------------------
     Network architecture             Telcordia will conduct a network architecture   TBD
     design reviews                   design review
     -------------------------------- ----------------------------------------------- -------------------------
     OSSIBSS design reviews           Telcordia will conduct an OSSIBSS design        TBD
                                      review
     -------------------------------- ----------------------------------------------- -------------------------
     Business model design            Telcordia will conduct a business model         TBD
     review                           design review
     -------------------------------- ----------------------------------------------- -------------------------
     Business process                 Telcordia will develop a business process       TBD
     validation and test plan         validation and test plan
     -------------------------------- ----------------------------------------------- -------------------------
     Business process                 Telcordia will develop a business process       TBD
     validation and test report       validation and test plan
     -------------------------------- ----------------------------------------------- -------------------------
</TABLE>

8.       LOCATION OF SERVICES


Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.




                                       6
<PAGE>


9.       TELCORDIA CONTACTS
<TABLE>
<CAPTION>

         TECHNICAL CONTACT                                    ADMINISTRATIVE CONTACT
         -----------------                                    ----------------------
<S>                        <C>                               <C>                  <C>
         Beth Morgan                                          Beth Morgan
         Director, Professional Services                      Director, Professional Services
         1200 Brickell Avenue, Suite 1200                     1200 Brickell Avenue, Suite 1200
         Miami, FL 33131                                      Miami, FL 33131
         Telephone:        305-372-7970                       Telephone:        305-372-7970
         Fax:              305-349-2030                       Fax:              305-349-2030
         Email:            mmorgan1@telcordia.com             Email:            mmorgan1@telcordia.com
</TABLE>

10.      OTHER TERMS AND CONDITIONS

Acceptance of Services shall be deemed to have occurred upon having performed
such Services.


The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

 AGREED BY:                                    TELCORDIA TECHNOLOGIES, INC.
 NAP OF THE AMERICAS, INC.


 By:      /s/ BRIAN K. GOODKIND                By: /s/ THELINA E. ANDERSEN
          --------------------------------        -----------------------
 Name:    Brian K. Goodkind                    Name:    Thelina E. Andersen
 Title:   Vice President                       Title:   Senior Contract Manager
 Date:    9-1-00                               Date:    9/1/00





                                       7
<PAGE>

Telcordia
Technologies
|------------------------
PERFORMANCE FROM EXPERIENCE

               INTERIM PLAN, DESIGN AND BUILD OF THE NAP OF THE AMERICAS - MIAMI
                                                         WORK STATEMENT NO. 0002

-------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"),
a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and
Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1.       SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with the planning, design, and installation of an Internet Network
Access Point ("NAP") network called the NAP of the Americas Miami at an interim
location in Miami ("Interim NAP"). Telcordia shall architect, design and deploy
the Interim NAP as described in this WS. Telcordia shall also design, establish
and operate a temporary Network Operations Center ("NOC") for the Interim NAP.
For establishment and operation of the NOC, Telcordia shall be utilizing the
services of its parent company, Science Applications International Corporation,
Inc. ("SAIC").In the balance of this document, Telcordia shall be understood to
mean activities performed by either Telcordia, SAIC, or both.

Telcordia shall provide the following Professional Services ("Services") to
NAPA:

         o        Plan, design, develop and deploy a prototype network
                  architecture at Telcordia laboratories in Red Bank, NJ to
                  support the initial testing of the Interim NAP network;

         o        Plan, design, develop and deploy the Interim NAP network and
                  operations environment, including the design and layout of the
                  co-location space in the Interim NAP;

         o        Design standard public and private peering arrangements that
                  can be used to enable customers to exchange traffic in the
                  private and/or public peering areas of the NAP;

         o        Install, configure and test of the Network being deployed in
                  the Interim NAP.

2.       DESCRIPTION OF SERVICES

Interim NAP Network Architecture, Design and Deployment Support

Telcordia shall perform the following activities:



     TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS

This document and the confidential information it contains shall be distributed,
touted or made available solely to authorized persons having a need to know
within Telcordia and Terremark, except with written permission of Telcordia.



<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS

A.       PROTOTYPE NETWORK ARCHITECTURE & DESIGN

         o        Develop an Initial Network Architecture and Design Plan for
                  the Interim NAP. Telcordia shall provide a written report that
                  documents the network architecture to be deployed in the
                  Interim NAP. This document will include high-level network
                  architecture guidelines as well as a detailed Interim NAP
                  network design covering specific network equipment required in
                  the Interim NAP locations. The network architecture design
                  will include a technical description of the services to be
                  provided, including a description of how private and public
                  peering functions will be supported, aspects of Internet
                  Protocol ("IF") routing connectivity including the IP address
                  plan, routing protocol selection, route arbitration and route
                  server functionality, security aspects and other specific
                  features to be provided in the Interim NAP. The Initial
                  Network Architecture and Design will also include a design for
                  the space to be used for collocation applications in the
                  Interim NAP facility.

         o        Telcordia shall develop an Initial Network Operations
                  Architecture Plan to perform the necessary operations and
                  business management functions for the Interim NAP. This
                  document will include high-level network operations
                  architecture guidelines for the operations functions that will
                  be performed in the Interim NAP location.

         o        Telcordia shall develop Standard Public and Private Peering
                  Arrangements that will be used as the basis for the operation
                  of the NAP. The peering agreements shall describe how NAP
                  customers can connect to the public and/or private peering
                  area and the services that they will expect from the Interim
                  NAP.

         o        Telcordia shall install and configure the prototype network
                  and operations environment at its laboratory facilities in Red
                  Bank, New Jersey.

         o        Telcordia shall develop a Prototype Test Plan to test the
                  prototype network. The Prototype Test Plan shall include the
                  processes to be used to verify that the prototype network (i)
                  provides all the functionality required to support the basic
                  services to be provided by the network as specified in the
                  Initial Network Architecture and Design Plan, (ii) provides
                  all the operations functionality specified in the Initial
                  Network Operations Architecture as specified in the Initial
                  Network Operations Architecture Plan, (iii) performs according
                  to the performance requirements described in the detailed
                  service descriptions for the services intended to be offered
                  in the Interim NAP.

         o        Telcordia shall execute the Prototype Test Plan and provide a
                  written report indicating the results of the tests and
                  Telcordia' s recommendations to address any deficiencies found
                  during testing.

B.       DESIGN AND DEPLOYMENT OF THE INTERIM NAP

Telcordia shall provide the following activities:




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<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

         o        Develop a Final Network Architecture and Design Plan for the
                  Interim NAP. Telcordia shall provide a written report that
                  documents the network architecture to be deployed in the
                  Interim NAP. This document will include high-level network
                  architecture guidelines as well as a detailed Interim NAP
                  Network Design covering specific network equipment required in
                  the Interim NAP location. The network architecture design will
                  include a technical description of the services to be
                  provided, including a description of how private and public
                  peering functions will be supported, aspects of I? routing
                  connectivity including the IP address plan, routing protocol
                  selection, route arbitration and route server functionality,
                  security aspects and other specific features to be provided in
                  the Interim NAP. The Final Network Architecture and Design
                  will also include a design for the space to be used for
                  co-location applications in the Interim NAP facility.

         o        Telcordia shall update the Standard Public and Private Peering
                  Arrangements that will be used as the basis for the operation
                  of the Interim NAP. The peering arrangements shall describe
                  how NAP customers can connect to the private and/or public
                  area and the services that they will expect from the Interim
                  NAP.

         o        Telcordia shall develop a Network Operations Architecture Plan
                  to perform the necessary operations and business management
                  functions for the Interim NAP. This document will include
                  high-level network operations architecture guidelines as well
                  as detailed Interim NAP Network Operations processes covering
                  specific operations functions that will be performed in the
                  Interim NAP location.

         o        Telcordia shall provide in writing a Network Integration Test
                  Plan to test the Interim NAP network. The Network Integration
                  Test Plan shall include the processes to be used to verify
                  that the Interim NAP network (i) provides the functionality
                  required to support the basic services to be provided by the
                  network as specified in the Final Network Architecture and
                  Design Plan, (ii) provides the operations functionality
                  specified in the Final Network Operations Architecture Plan,
                  (iii) performs according to the performance requirements
                  described in the detailed service descriptions for the
                  services intended to be offered in the Interim NAP.

         o        Telcordia shall execute the Network Integration Test Plan and
                  provide a written report indicating the results of the tests
                  and Telcordia' s recommendations to address any deficiencies
                  found during testing.

         o        Telcordia shall provide a Configuration Guidelines document
                  for the Interim NAP that documents the steps required to
                  install and configure network equipment. Telcordia shall
                  develop a configuration process based on the requirements of
                  each network element and refer to equipment vendor
                  installation manuals, where available, for details of the
                  specific configuration steps for each network element.

3.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the


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<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.

4.       NAPA RESPONSIBILITIES

(a)      NAPA shall provide Telcordia with a single point of contact empowered
         to make decisions related to the Services within one (1) week of
         contract execution.

(b)      By September 15, 2000, NAPA must identify and make final decisions on
         the contractual arrangement under which NAP customers will lease
         co-location space within the Interim NAP facility including:

         o        Business rules surrounding denial and restoration of service
                  to NAPA's co-location customers;

         o        Detailed service definitions, including billing arrangements,
                  pricing and discount arrangements;

         o        Products and service portfolios NAPA shall offer its
                  customers.

(c)      NAPA must provide:

         o        Assure access as required by Telcordia to facility preparation
                  schedules;

         o        Agreed to commitment dates from the owner of the interim
                  facility including commitments related to improvements that
                  may be necessary to the facility;

         o        Access to NAPA personnel to assist in defining billing,
                  network and service operations;

         o        An interim facility with suitable facility infrastructure
                  (e.g., with adequate power, environmental conditions, and
                  security) as determined jointly by NAPA and Telcordia;

         o        Procedures for escalation of network and customer problems to
                  appropriate NAPA personnel.

(d)      NAPA shall review any Deliverable document submitted by Telcordia in
         draft form and notify Telcordia in writing within ten (10) business
         days of any deficiencies in the draft Deliverable document in
         sufficient detail to enable Telcordia to make any necessary changes and
         submit to NAPA in final form or notify Telcordia of a delay in the
         document review. If a response is not received on the draft Deliverable
         within ten (10) business days, the Deliverable will be deemed accepted
         by NAPA.



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<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

(e)      NAPA shall review and approve proposed Bill of Materials contained in
         Deliverable 1 of WS 0004, Equipment Lease for NAP, before Telcordia
         shall order the necessary Third Party Hardware and Software.

(f)      NAPA shall provide appropriate facilities at NAPA's sole expense for
         Telcordia's use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the duration of the
         Services to be provided under this WS, including but not limited to,
         work space, desk, telephones with outside long distance line,
         workstationlPC with logins and communications links to NAPA's network,
         and access to all necessary systems, buildings and NAPA personnel.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.

5.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

(a)      ESTIMATED AMOUNTS: Telcordia estimates that the fee for the Services
         will be approximately Three Million Dollars (US$3,000,000) ("Estimated
         Fee"), excluding out of pocket expenses and materials. The Estimated
         Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it
         reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall
         obtain prior written approval to exceed the Estimated Fee in the
         aggregate (fees plus reimbursable expenses). Telcordia reserves the
         right to suspend the performance of Services hereunder and toll the
         term of this WS until NAPA approves in writing a revised Estimated Fee,
         if any.

(b)      BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:

         1.       LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below, which rates are represented by Telcordia to
                  be the lowest or equal to the lowest rates charged to any
                  Telcordia customer for consulting and engineering services
                  ("Preferred Pricing"). The rates set forth below will not be
                  increased before January 1, 2002, even if Telcordia increases
                  its Preferred Pricing model. On or after January 1, 2002, NAPA
                  shall be charged the then prevailing Preferred Pricing. The
                  table below is an inclusive rate table and not all job
                  categories will be used in this WS.

<TABLE>
<CAPTION>

                                                       NAP OF THE AMERICAS
                              ROLE                            ROLES                              RATE
                 ------------------------------     -------------------------               --------------
<S>                                                  <C>                                         <C>
                  Engineering                               Principal                            $315
                                                       Principal Engineer                        $242
                                                         Senior Engineer                         $180
                                                            Engineer                             $144
</TABLE>

         2.       OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited



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<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services
                  and contracted services provided by Third Party Hardware and
                  Software manufacturers, resellers or integrators. Telcordia
                  shall bill NAPA for these out of pocket expenses at cost on a
                  monthly basis.

Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.

6.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties.

DELIVERABLE 1: INITIAL NETWORK ARCHITECTURE AND DESIGN

         o        One (1) written document describing the recommended network
                  architecture and design for the Interim NAP. This deliverable
                  will describe the architecture and design of the prototype
                  network that Telcordia shall deploy at its laboratory
                  facilities in Red Bank, NJ. This document will include
                  high-level network architecture guidelines as well as detailed
                  a Interim NAP Network Design covering specific network
                  equipment required in the Interim NAP locations. The network
                  architecture design will include aspects of IP routing
                  connectivity including the IP address plan, routing protocol
                  selection and specific features to be provided in the Interim
                  NAP. The Initial Network Architecture and Design will also
                  include a design for the space to be used for co-location
                  applications in the Interim NAP facility.

DELIVERABLE 2: STANDARD PUBLIC PEERING ARRANGEMENTS

One (1) written document providing a technical description of the standard
public peering arrangements that will be offered as part of the set of basic
services to be supported by the NAP. The public peering arrangements shall
describe how NAP customers can connect to the public peering area and the
services that they will expect from the Interim NAP.

DELIVERABLE 3: STANDARD PRIVATE PEERING ARRANGEMENTS

One (1) written document providing a technical description of the standard
private peering arrangements that will be offered as part of the set of basic
services to be supported by the NAP. The private peering arrangements shall
describe how NAP customers can connect to the private peering area and the
services that they will expect from the Interim NAP.

DELIVERABLE 4: TEST PLAN FOR PROTOTYPE NETWORK

One (1) written prototype test plan that shall include the processes to be used
to verify that the prototype network (i) provides all the functionality required
to support the basic services to be provided by the network, (ii) provides all
the operations functionality specified in the initial network operations
architecture, (iii) performs according to the performance requirements described
in the detailed service descriptions for the services intended to be offered in
the Interim NAP.



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<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

DELIVERABLE 5: TEST RESULTS AND RECOMMENDATIONS

One (1) written report indicating the results of the execution of the prototype
test plan and Telcordia's recommendations to address any deficiencies found
during testing.

DELIVERABLE 6: FINAL NETWORK ARCHITECTURE AND DESIGN PLAN FOR INTERIM NAP

         o        One (1) written report that documents the network architecture
                  to be deployed in the Interim NAP. This document will include
                  high-level network architecture guidelines as well as detailed
                  Interim NAP Network Design covering specific network equipment
                  required in the Interim NAP locations. The network
                  architecture plan shall incorporate the lessons learned in the
                  testing of the prototype network. The network architecture
                  design will include aspects of IP routing connectivity
                  including the IF address plan, routing protocol selection and
                  specific features to be provided in the Interim NAP. The
                  Initial Network Architecture and Design will also include a
                  design for the space to be used for co-location applications
                  in the Interim NAP facility.

DELIVERABLE 7: UPDATED STANDARD PUBLIC PEERING ARRANGEMENTS

One (1) written update of the Standard Public Peering Arrangements that will be
used as the basis for the operation of the Interim NAP. The Standard Public
Peering Arrangements shall describe how NAP customers can connect to the public
peering area and the services that they will expect from the Interim NAP.

DELIVERABLE 8: UPDATED STANDARD PRIVATE PEERING ARRANGEMENTS

One (1) written update of the Standard Private Peering Arrangements that will be
used as the basis for the operation of the Interim NAP. The Standard Private
Peering Arrangements shall describe how NAP customers can connect to the private
peering area and the services that they will expect from the Interim NAP.

DELIVERABLE 9: NETWORK INTEGRATION TEST PLAN

One (1) written document describing the Network Integration Test Plan to be used
to test the Interim NAP network. The Network Integration Test Plan shall include
the processes to be used to verify that the Interim NAP network (i) provides the
functionality required to support the basic services to be provided by the
network, (ii) provides the operations functionality specified in the initial
network operations architecture, (iii) performs according to the performance
requirements described in the detailed service descriptions for the services
intended to be offered in the Interim NAP.

DELIVERABLE 10: NETWORK INTEGRATION TEST RESULTS

One (1) written document describing the results of the Network Integration Test
Plan. This Deliverable shall indicate the results of the network integration
test and Telcordia's recommendations to address any deficiencies found during
testing.




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<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

DELIVERABLE 11: CONFIGURATION GUIDELINES DOCUMENT

One (1) written document for the Interim NAP that documents the steps required
to install and configure network equipment. Telcordia shall develop a
configuration process based on the requirements of each network element and
refer to equipment vendor installation manuals, where available, for details of
the specific configuration steps for each network element.

DELIVERABLE 12: INITIAL NETWORK OPERATIONS PLAN

One (1) written document describing an initial Network Operations Architecture
Plan to perform the necessary network operations functions for the Network
Operations Center at Interim NAP. This document will include high-level network
operations architecture guidelines as well as detailed Interim NAP Network
Operations methods and procedures covering specific operations functions that
will be performed in the Interim NAP locations.

DELIVERABLE 13: FINAL NETWORK OPERATIONS PLAN

One (1) written document describing a Final Network Operations Architecture Plan
to perform the necessary network operations functions for the Network Operations
Center at the Interim NAP. This document will include high-level network
operations architecture guidelines as well as detailed Interim NAP Network
Operations methods and procedures covering specific operations functions that
will be performed in the Interim NAP locations.

7. SCHEDULE OF SERVICES

The term of this WS is August 9, 2000 through July 31, 2001.

The following schedule is provided for information and planning purposes only
until such time as a detailed project schedule is developed and agreed upon in
writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree
to work cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.
<TABLE>
<CAPTION>

                                            MILESTONE                                         ESTIMATED DATE *
                                            ---------                                         ----------------
<S>        <C>                                                                               <C>
1.         Execution of WS                                                                   September 1, 2000
2.         Telcordia delivers Initial Network Architecture and Design                        September 8, 2000
3.         Telcordia delivers Standard Public and Private Peering Arrangements               September 15, 2000
4.         Telcordia completes installation and configuration of the prototype network
           and operations environment                                                        September 29, 2000
5.         Telcordia delivers Test Plan for Prototype Network                                September 22, 2000
6.         Telcordia delivers test Plan for Prototype Network                                September 22, 2000
</TABLE>


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<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

<TABLE>
<CAPTION>

                                            MILESTONE                                         ESTIMATED DATE *
                                            ---------                                         ----------------
<S>        <C>                                                                               <C>
7.         Telcordia delivers Final Network Architecture and Design Plan for Interim
           NAP                                                                               September 29, 2000
8.         Telcordia delivers updated Standard Public and Private Peering Arrangements       October 6, 2000
9.         Telcordia delivers Network Integration Test Plan                                  October 13, 2000
10.        Telcordia completes installation and configuration of the Interim NAP
           network and operations environment                                                October 20, 2000
11.        Interim NAP network and operations environment ready for network
           integration test                                                                  October 27, 2000
12.        Telcordia delivers Network Integration Test Results                               November 10, 2000
13.        Interim NAP network and operations center is ready for service                    November 20, 2000

</TABLE>
----------------------
* Estimated dates may vary and may be dependant upon input by NAPA.

8. LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.

9. TELCORDIA CONTACTS

TECHNICAL CONTACT
Richard Nici
Director, Broadband Networking and eBusiness
331 Newman Springs Rd.
Red Bank, NJ 07701
Telephone: 732-758-5447
Fax: 732-7584177
Email: rnici@telcordia.com

ADMINISTRATIVE CONTACT
Max Figueroa
General Manager, Broadband Networking and eBusiness
331 Newman Springs Rd.
Red Bank, NJ 07701
Telephone: 732-758-2218
Fax: 732-758-4177
Email: mfiguero@telcordia.com

10.      OTHER TERMS AND CONDITIONS

(a)      Acceptance of Services

Acceptance of Services shall be deemed to have occurred upon having performed
such Services.





               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
             See confidentiality restrictions on title page.             Page 9


<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:

NAP OF THE AMERICAS, INC.                  TELCORDIA TECHNOLOGIES, INC.

By:    /s/ Brian K. Goodkind            By:    /s/ Thelina Andersen
       ---------------------                   --------------------------------

Name:  Brian K. Goodkind                Name:  Thelina Andersen
Title: Vice President                   Title: Senior Contract Manager
Date:  9-1-00                           Date:  9-1-00





               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
             See confidentiality restrictions on title page.            Page 10
<PAGE>
             INTERIM DEPLOYMENT AND OPERATION OF THE NAP OF THE AMERICAS - MIAMI
                                                         WORK STATEMENT NO. 0003

--------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, mc, a wholly
owned subsidiary of Terrernark Worldwide, Inc. ("Terremark") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services
under the terms and conditions of the Master Agreement and any additional terms
contained in this WS.


1.       SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with operation of an Internet Network Access Point ("NAP") network
called the NAP of the Americas Miami at an interim location in Miami ("Interim
NAP"). For operation of the Network Operation Center ("NOC"), Telcordia shall be
using the services of its parent company, Science Applications International
Corporation, Inc. ("SAIC"). As described in this WS, SAIC shall provide the
Services necessary to set up a data center in SAIC facilities in San Diego,
California ("Data Center"). In the balance of this document, Telcordia shall be
understood to mean activities performed by either SAIC, Telcordia, or both.

a)       Telcordia shall provide Professional Services to NAPA to define
         operation processes for service negotiation, service activation,
         service assurance, and billing for the Interim NAP. These processes
         shall be designed to support the following basic services offerings:

         o        Basic Public Peering Services, including providing a
                  connection to the NAP network supporting public peering and
                  route arbitration services;

         o        Basic Private Peering Services, including providing a direct
                  connection between NAP customers through a cross-connect
                  switch;

         o        Basic Co-location Services, including the rental of space in
                  the NAP. Telcordia shall administer contractual arrangements
                  on behalf of NAPA. NAPA shall own the co-location space and
                  shall own the contractual arrangements regarding the leasing
                  of space in the facility;

         o        Equipment Monitoring includes the monitoring of the health of
                  the equipment in the NAP, equipment remotely connected to the
                  NAP facility, and circuits connected to the NAP. This
                  monitoring will detect equipment failures and troubles, notify
                  the customer of such troubles and provide services to resolve
                  the problem.

         o        Management services for customer equipment and facilities

                  o        1)  Service level monitoring for private peering;

                  o        2)  Internet access;

                  o        3)  Per port firewalls;

                  o        4)  Server health monitoring;

                  o        5)  Device level monitoring, and;

                  o        6)  Custom solutions involving premise wiring.



<PAGE>

b)       Telcordia shall provide the following operational support:

         o        Maintenance of operational preparedness of personnel through
                  on-going training;

         o        Test and acceptance of hardware, software, and methods and
                  procedures ("M&Ps") relative to conformance to operational
                  requirements, including end-to-end testing;

         o        Conform to vendor warranty specific requirements as identified
                  in the M&Ps, and;

         o        Develop non-network security provisions and related M&Ps.


2.       DESCRIPTION OF SERVICES

2.1      INTERIM NAP SERVICE OPERATIONS

For each service defined in section 1(a) that will be deployed in the Interim
NAP, Telcordia shall develop operation functions, process flows and M&Ps for
service negotiation, service activation, service assurance and network creation
for the Interim NOC.

2.2      OPERATIONS SUPPORT

Using the Interim Network and Service Operations M&Ps, Telcordia shall provide
the following operations support services throughout the term of this WS:

         o        Perform routine systems maintenance functions (e.g., data
                  backups, archiving, report generation, and other related
                  activities);

         o        Develop and maintain a comprehensive Oracle data base for
                  network inventory, including hardware, software, software
                  configurations, circuits, hot standby equipment, operational
                  personnel contacts, vendor identifications, vendor warranty
                  data elements, and vendor contacts for providing logical and
                  physical network drill-down displays in support of operational
                  functions;

         o        Disaster recovery will include off-site storage of critical
                  software/backup databases, and does not include any off-site
                  Interim NAP backup computer hardware or software to provide
                  continued operations because no such backup system is
                  anticipated;

         o        Maintenance and administration of the equipment included in
                  the Interim NAP;

         o        Assist NAPA with configuration management and vendor
                  management of NAPA network/NOC Third Party Hardware/Third
                  Party Software elements, and;

         o        Develop NOC M&Ps for backup and restoration, problem
                  escalation and notification, account creation, and upgrade
                  procedures.

2.3      SETUP OF INTERIM BILLING PROCESS IN DATA CENTER

Telcordia shall develop M&Ps and implement the setup of billing processes as
follows:

         o        One discount level;

         o        Invoice creation and mailing;

         o        Integration of billing functions with NAPA' s accounting
                  system;




                                       2
<PAGE>

         o        Billing to be based on port speed parameters;

         o        Billing for private peering to be optionally provided;

         o        Customer throughput measurements to be collected and reported;

         o        Flat rate payment plans for customer billing with support of
                  discounting either at the package level or invoice level, and;

         o        Reports to be provided on the web.

2.4      SETUP OF CUSTOMER CARE IN DATA CENTER

Telcordia shall develop M&Ps and implement the setup of Customer Care procedures
for customer contacts as follows:

         o        Sales ordering and sales support

         o        Sales and marketing

         o        Trouble ticketing

         o        Billing related communications

2.5      SETUP OF NETWORK OPERATIONS CENTER IN THE DATA CENTER

Telcordia shall develop M&Ps and implement the setup of the following NOC
functions:

         o        Service negotiation

         o        Service activation and provisioning

         o        Service assurance

         o        Customer service activation for customer database additions,
                  deletions and modifications.

         o        Monitoring of all elements connected to the NAP

         o        Trouble recognition, resolution, and escalation

         o        Monitoring and management of private servers and elements as
                  optionally requested

2.6      JOINTLY DEVELOP PROCEDURES WITH NAPA

Telcordia shall perform the following joint developments with NAPA for operation
of the Interim NOC:

         o        Establish procedures to support the resolution of network and
                  service problems;

         o        Develop business rules addressing NAPA' s denial and
                  restoration of service to its customers;

         o        Identify services offered to NAPA' s carriers and internet
                  service providers (ISPs);

         o        Identify methods and procedures for service negotiation with
                  external carriers and ISPs, and;

         o        Develop integration procedures with NAPA accounting systems.


                                       3
<PAGE>

3.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.


4.       NAPA RESPONSIBILITIES

a)       NAPA shall provide Telcordia with a single point of contact empowered
         to make decisions related to the Services within one (1) week of
         contract execution.

b)       NAPA must identify and make final decisions on the contractual
         arrangement under which NAP customers will lease co-location space with
         input from Telcordia, within the Interim NAP facility including:

         o        Business rules surrounding denial and restoration of service
                  to NAPA' s co-location customers;

         o        Detailed service definitions, including billing arrangements,
                  pricing and discount arrangements;

         o        Products and service portfolios NAPA shall offer its
                  customers, and;

         o        Accounting file interfaces for integrating with NAPA systems.

c)       Further, throughout the term of this WS, NAPA must provide:

         o        Assure access as required by Telcordia to facility preparation
                  schedules;

         o        Agreement to commitment dates from the owner of the interim
                  facility including commitments related to improvements that
                  may be necessary to the facility;

         o        Access to NAPA personnel to assist in defining billing,
                  network and service operations, including the integration with
                  NAPA accounting systems;

         o        An interim facility with suitable facility infrastructure
                  (e.g., power, HVAC, fire suppression, and security) as
                  determined jointly by NAPA and Telcordia, and;

         o        Procedures for escalation of network and customer problems to
                  appropriate NAPA personnel.

d)       NAPA shall provide appropriate facilities at NAPA' s sole expense for
         Telcordia' s use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the term of this WS,
         including but not limited to, work space, desk, telephones with outside
         long distance line. workstation/PC with logins and comrriunications
         links to NAPA's network, and access to all necessary systems, buildings
         and NAPA personnel. Where practical and at no additional direct cost to
         Telcordia, Telcordia facilities will be used from time to time.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.




                                       4
<PAGE>

5.       ASSUMPTIONS

In addition to any assumptions specified in the Sections above, Telcordia has
based its estimates for the performance of the Services on the following
assumptions. Changes to these assumptions may change Telcordia's estimates of
the performance of Services, and such changes will be managed in accordance with
Section 9.11 the Master Agreement.

         o        For the term of this WS, Telcordia requires 24 hour, 7 day a
                  week access to the interim facility, inclusive of holidays;

         o        For the term of this WS, Operations support coverage for NOC
                  operations, help desk and Call Center will be provided seven
                  (7) days per week, twenty four (24) hours per day, inclusive
                  of holidays;

         o        Back-office business systems support ("BSS") will be provided
                  twelve (12) hours per day, five (5) days per week, exclusive
                  of holidays;

         o        Operations support systems ("OSS") and BSS system components
                  will not be integrated during the term of this WS;

         o        The number of customers in the Interim NAP is expected to be
                  no greater than fifteen (25) customers;

         o        A Port is defined as a physical connection to an Interim NAP
                  edge device or comparable equipment;

         o        Forty-five (45) trouble calls per port per year at the Call
                  Center are anticipated;

         o        Staffing levels of the Call Center is based on the following:

                  o        50% of the calls will be resolved by the Call Center
                           personnel;

                  o        20% of the calls will be referred to the sales
                           organization;

                  o        10% of the calls will be referred to the OSS help
                           desk in the Data Center, and;

                  o        20% of the calls will be referred to the BSS help
                           desk in the Data Center;

         o        All calls into the Call Center are assumed to be voice only
                  (no fax/email calls);

         o        Call Center will provide services for ordering, trouble
                  ticketing, sales & marketing, and billing;

         o        Call Center services will not provide interactive voice
                  response, and;

         o        Redundant NOC facilities are not provided in the interim
                  system.

         o        The processes developed for the Interim NAP shall be
                  transferable to the permanent NAP.


6.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services on a time and materials basis.

         (a)      ESTIMATED AMOUNTS: Telcordia estimates that the Time and
                  Material fee for the Services will be approximately
                  US$4,100,000.00, ("Estimated Fee"), excluding out of pocket
                  expenses and materials. The Estimated Fee is non-binding on
                  Telcordia, Telcordia shall notify NAPA when it reaches



                                       5
<PAGE>

                  eighty-five percent (85%) of the Estimated Fee. Telcordia
                  shall obtain prior written approval to exceed the Estimated
                  Fee in the aggregate (fees plus reimbursable expenses).
                  Telcordia reserves the right to suspend the performance of
                  Services hereunder and toll the term of this WS until NAPA
                  approves in writing a revised Estimated Fee, if any.

         (b)      BILLING: NAPA shall pay Telcordia for the Services on the
                  following basis:

                  1)       LABOR: All labor shall be reimbursed on an hourly
                           basis, based on the actual hours incurred multiplied
                           by the hourly rates as set forth below, which rates
                           are represented by Telcordia to be the lowest or
                           equal to the lowest rates charged to any Telcordia
                           customer for consulting and engineering services
                           ("Preferred Pricing"). The rates set forth below will
                           not be increased before January 1, 2002, even if
                           Telcordia increases its Preferred Pricing model. On
                           or after January 1, 2002, NAPA shall be charged the
                           then prevailing Preferred Pricing. The table below is
                           an inclusive rate table and not all job categories
                           will be used in this WS.

<TABLE>
<CAPTION>

                                                     NAP OF THE AMERICAS
                  -------------------------------------------------------------------------------------------
                  ROLE                        NAP OF THE AMERICAS ROLES                      RATE
                  --------------------------- ----------------------------------- ---------------------------
<S>                                           <C>                                          <C>
                  GOVERNANCE                  VP-General Manager                             $315
                  --------------------------- ----------------------------------- ---------------------------
                                              Program Manager                                $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Project Manager                                $180
                  --------------------------- ----------------------------------- ---------------------------
                                              Project Controller                             $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Principal                                      $315
                  --------------------------- ----------------------------------- ---------------------------
                  CONSULTING                  Principal Consultant                           $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Senior Consultant                              $180
                  --------------------------- ----------------------------------- ---------------------------
                                              Consultant                                     $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Principal                                      $315
                  --------------------------- ----------------------------------- ---------------------------
                  ENGINEERING                 Principal Engineer                             $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Senior Engineer                                $180
                  --------------------------- ----------------------------------- ---------------------------
                                              Engineer                                       $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Principal                                      $315
                  --------------------------- ----------------------------------- ---------------------------
                  OPERATIONS                  Operations Manager                             $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Systems Administrator                          $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Senior Technician                              $120
                  --------------------------- ----------------------------------- ---------------------------
                                              Technician                                     $95
                  --------------------------- ----------------------------------- ---------------------------
                                              Junior Technician                              $70
                  --------------------------- ----------------------------------- ---------------------------
                                              Customer Care Representative                   $70
                  --------------------------- ----------------------------------- ---------------------------
                                              Provisioning Specialist                        $95
                  --------------------------- ----------------------------------- ---------------------------
                                              Billing Specialist                             $70
                  --------------------------- ----------------------------------- ---------------------------
                  SUPPORT                     Administration Specialist                      $60
                  --------------------------- ----------------------------------- ---------------------------

</TABLE>

                  2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall
                           reimburse Telcordia for all reasonable out-of-pocket
                           expenses incurred in connection with the Services,
                           including, but not limited to, travel, lodging,
                           meals, telephone, all materials purchased by
                           Telcordia exclusively for use in performing the
                           Services Telcordia shall bill NAPA for these out of
                           pocket expenses at cost on a monthly basis.



                                       6
<PAGE>

Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.


7.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties.

DELIVERABLE 1: INITIAL NETWORK OPERATIONS PLAN

One (1) written document describing an initial network operations architecture
plan to perform the necessary operations and business management functions for
the Interim NAP. This document will include high-level network operations
architecture guidelines as well as detailed Interim NAP Network Operations
processes covering specific operations functions that will be performed in the
Interim NAP locations.

DELIVERABLE 2: CUSTOMER CARE METHODS AND PROCEDURES

The M&Ps for customer care will be provided via detailed, written documentation
and will include the following items: service negotiation procedures, service
activation procedures, service assurance procedures and network creation
procedures.

DELIVERABLE 3: BILLING M&PS

The M&Ps for billing will include the production and mailing of monthly invoices
based on information collected regularly from the operation.

DELIVERABLE 4: NETWORK OPERATIONS REPORTS

One (1) monthly written document for each of the following documentation for the
operations support activities:

         o        Configuration status accounting reports, with a list of each
                  item in the network and its status, in an electronic format;

         o        Throughput reports for loading analysis, and;

         o        Downtime reports.

DELIVERABLE 5: NOC M&PS

One (1) written document describing the NOC methods and procedures for backup
and restoration of key data, trouble and failure escalation and notification as
well as account creation and account maintenance.





                                       7
<PAGE>



8.       SCHEDULE OF SERVICES

The term of this WS is August 9, 2000 through August 1, 2001.

This WS will commence upon the execution of both parties at the agreed upon
worksite in Miami, and will be in force for the work performance period or as
mutually agreed upon by the parties in writing. The following schedule is
provided for information and planning purposes only until such time as a
detailed project schedule is developed and agreed upon in writing by Telcordia
and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.
<TABLE>
<CAPTION>

                --------------------------------------------- ----------------------------------------
                           MILESTONE DESCRIPTION                          ESTIMATED DATE
                --------------------------------------------- ----------------------------------------
<S>                                                            <C>
                Initial Operations Plan                       Sept. 19, 2000
                --------------------------------------------- ----------------------------------------
                Customer Care M&Ps                            Sept. 30, 200
                --------------------------------------------- ----------------------------------------
                Billing M&Ps                                  Nov. 30, 2000
                --------------------------------------------- ----------------------------------------
                Network Operations Reports                    Monthly beginning Feb. 1, 2001
                --------------------------------------------- ----------------------------------------
                NOC M&Ps                                      Nov. 30, 2000
                --------------------------------------------- ----------------------------------------
                Commencement of Interim NAP                   January 1, 2001
                --------------------------------------------- ----------------------------------------
</TABLE>

9.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
letcorcila shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.


10.      TELCORDIA CONTACTS

<TABLE>
<CAPTION>

         TECHNICAL CONTACT                                    ADMINISTRATIVE CONTACT
         -----------------                                    ----------------------
<S>                                    <C>                    <C>                 <C>
         Gary D. Schilling                                    Beth Morgan
         SAIC                                                 Director, Professional Services
         10260 Campus Pt. Drive, M/S E2-B                     1200 Brickell Avenue, Suite 1200
         San Diego, CA 92121                                  Miami, FL 33131
         Telephone:        858-826-9889                       Telephone:        305-372-7970
         Fax:              858-826-9339                       Fax:              305-349-2030
         Email:            gary.d.shilling@saic.com           Email:            mmorgan1@telcordia.com

</TABLE>


11.      OTHER TERMS AND CONDITIONS

a)       ACCEPTANCE OF SERVICES

Acceptance of Professional Services shall be deemed to have occurred upon having
performed such Services.




                                       8
<PAGE>


The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

         AGREED BY:                          TELCORDIA TECHNOLOGIES, INC.
         NAP OF THE AMERICAS, INC.
         By:   /s/ BRAIN K. GOODKIND         By:  /s/ THELINA E. ANDERSEN
               -----------------------          --------------------------
         Name:    Brian K. Goodkind          Name:    Thelina E. Andersen
         Title:   Vice President             Title:   Senior Contract Manager
         Date:    9-1-00                     Date:    9/1/00




                                       9
<PAGE>
Technologies
Performance from Experience

                                          HARDWARE AND SOFTWARE RENTAL AGREEMENT
                             AND PROCUREMENT SUPPORT FOR THE NAP OF THE AMERICAS
                                                         WORK STATEMENT NO. 0004
                                                             CONTRACT NO. 0NAP04

-------------------------------------------------------------------------------


This Work Statement ("WS") is issued under the Master Agreement, as amended
dated September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide
the following Services under the terms and conditions of the Master Agreement,
as amended and any additional terms contained in this WS.

1.       DEFINITIONS

(a) "HARDWARE" means any item of equipment described in this WS to be provided
by Telcordia to NAPA for the fees as set forth herein.

(b) "SOFTWARE" means any software described in this WS to be provided by
Telcordia to NAPA for the fees as set forth herein.

(c) "TELCORDIA PROVIDED HARDWARE AND SOFTWARE" means any hardware and software
provided by Telcordia to support the operation of the Interim NAP. Telcordia
Provided Hardware and Software shall include all components necessary to support
and operate up to fifty (50) peering connections into the Interim NAP. Any
Hardware or Software required to support expansion beyond fifty (50) peering
connections will be provided by NAPA at its sole expense. The Telcordia Provided
Hardware and Software is intended to support the initial operations of the
Interim NAP and includes equipment previously owned by Telcordia as well as
equipment purchased by Telcordia that will be provided to NAPA for a monthly
rental fee as part of this WS. The Telcordia Provided Hardware and Software is
not inclusive of all of the Hardware and Software required to support the
Interim NAP if the volume exceeds fifty (50) peering connections.

2. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide NAPA with services associated
with NAPA's procurement of Hardware and Software ("Services") to be used in the
operation of an Internet Network Access Point ("NAP") called the NAP of the
Americas. The NAP of the Americas will initially be in operation at an interim
facility in Miami ("Interim NAP"). Subsequently, the operation of the NAP of the
Americas will move to its permanent location at the Technology Center of the
Americas in Miami ("Permanent NAP").

a) Interim NAP



<PAGE>


For the Interim NAP, Telcordia shall provide the following Services:

      o  Telcordia shall provide the Telcordia Provided Hardware and Software
         and recommend any additional Hardware and Software that should be
         procured for of the Interim NAP if the peering volume exceeds fifty
         (50) ports. Initial deployment of the Interim NAP is estimated to occur
         approximately in December 2000. Telcordia shall be responsible for the
         cost of the Telcordia Provided Hardware and Software maintenance
         contracts.

      o  Telcordia shall provide Telcordia Provided Hardware and Software
         components necessary for operation of the Interim NAP for up to fifty
         (50) peering connections. Any Hardware and Software required to support
         expansion beyond fifty (50) peering connections will be provided by
         NAPA at its sole expense.

      o  Telcordia shall provide two (2) Quarterly Bill of Materials that will
         describe Telcordia's recommended list of Hardware and Software
         necessary for the operation of the Interim NAP during the first and
         second quarters of 2001 if the peering volume in the Interim NAP so
         requires.

b)       Permanent NAP

For the Permanent NAP, Telcordia shall provide the following Services:

      o  Telcordia shall recommend and identify the Hardware and Software
         necessary for deployment in the Permanent NAP in a Quarterly Bill of
         Materials. The Hardware and Software Components will be justified based
         upon a mutually agreed upon set of business metrics including
         forecasted service volumes and provisioning guidelines. Once the
         Quarterly Bill of Materials has been agreed to by NAPA, NAPA shall be
         responsible for purchasing the Hardware and Software.

      o  Telcordia will assist NAPA in managing the procurement, delivery,
         installation and commissioning process for the Hardware and Software
         contained in the Quarterly Bill of Materials.

      o  Telcordia will assist NAPA in managing Hardware and Software vendor
         support contracts and arrange for vendor support and maintenance
         services. NAPA is responsible for the cost of Hardware and Software
         maintenance contracts from manufacturers as part of the procurement
         process for the Hardware and Software.

3.       DESCRIPTION OF SERVICES

Telcordia shall perform the following activities:

As described in WS 0002, Telcordia shall deploy the network and operations
environment for the NAP of the Americas in an interim facility which has been
designated by NAPA with Telcordia's assistance.



                                       2
<PAGE>

To support the deployment of the Interim NAP, Telcordia shall provide the
following Services:

      -- Telcordia shall provide Telcordia Provided Hardware and Software. The
         initial deployment of the Interim NAP is estimated to occur in December
         2000 and contain approximately fifty (50) peering connections. Any
         Hardware and Software required to support expansion beyond fifty (50)
         peering connections will be provided by NAPA at its sole expense.

      -- Telcordia shall ship, at NAPA's expense, Telcordia Provided Hardware
         and Software to the Interim NAP site in Miami, Florida.

      -- Telcordia shall provide, for the monthly rental fee set forth below,
         the Telcordia Provided Hardware and Software for NAPAs use in the
         Interim NAP. At the end of the rental period, Telcordia shall ship, at
         NAPAs expense, Telcordia Provided Hardware and Software to Telcordia's
         facilities in New Jersey.

      -- To support the operation of the Interim NAP beyond the Telcordia
         Provided Hardware and Software, which will support up to fifty (50)
         peering connections, Telcordia shall provide a Quarterly Bill of
         Materials which will contain Telcordia's proposed Hardware and Software
         requirements for the operation of the Interim NAP. It is estimated that
         two (2) Bill of Materials will be provided by Telcordia for the
         operation of the Interim NAP, one (1) Initial Bill of Materials to
         support the operation of the Interim NAP during the first quarter of
         2001 and one (1) Quarterly Bill of Materials to support the operation
         of the Interim NAP during the second quarter of 200l. [

      -- Telcordia shall coordinate with the equipment vendors regarding the
         delivery schedule the accuracy of Hardware and Software shipments.

      -- Telcordia shall arrange for the necessary support from the selected
         Hardware and Software manufacturers to support the installation,
         configuration, troubleshooting and upgrading of the NAP network. NAPA
         is responsible for the cost of support services from the vendors as
         part of the procurement process, which support is expected to be paid
         for by NAPA as part of the procurement of Hardware and Software, except
         for those support services associated with Telcordia Provided Hardware
         and Software, which are Telcordia's responsibility.

      o  To support the operation of the Permanent NAP, Telcordia shall provide
         the following Services:

      -- Telcordia shall provide a Quarterly Bill of Materials describing the
         Hardware and Software that Telcordia recommends for deployment in the
         Permanent NAP during the three (3) month term of the Quarterly Bill of
         Materials. The Quarterly Bill of Materials shall be substantially in
         the form illustrated in Exhibit A and should include information such
         as the justification for the expected Hardware and Software



                                       3
<PAGE>

         requirements, an identification of the Hardware and Software components
         recommended by Telcordia and an estimate of Telcordia' s price of the
         proposed Hardware and Software components, which shall be no more than
         15% above Telcordia's cost. It is estimated that the justification of
         the proposed Hardware and Software components will be based upon a set
         of business metrics jointly developed and agreed upon by Telcordia and
         NAPA. An example of such business metrics is the forecasted customer
         volume expected in the Permanent NAP during the three (3) month term of
         the Quarterly Bill of Materials.

      -- Telcordia shall assist with the coordination of the equipment vendors
         regarding the delivery schedule the accuracy of Hardware and Software
         shipments.

      -- Telcordia shall assist with the arrangement of the necessary support
         from the selected Hardware and Software manufacturers to support the
         installation, configuration, troubleshooting and upgrading of the NAP
         network. NAPA is responsible for arranging for support services from
         the vendors as part of the procurement process.

4.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, the scope of the Services and Deliverables,
if any, to be provided by Telcordia hereunder does not include any work relating
to the Year 2000 Computer Problem, as defined in SECTION 1.4 of the Master
Agreement, as amended, including, but not limited to, any Year 2000 analyses,
assessment, remediation, testing or any other Services or Deliverables related
to the Year 2000 Computer Problem.

5.       NAPA'S RESPONSIBILITIES

a)       NAPA shall accept the Telcordia Provided Hardware and Software upon its
         delivery. NAPA shall be responsible for any Hardware and Software
         required to support an expansion beyond fifty (50) peering connections
         in the Interim NAP at its sole expense.

b)       NAPA shall review and approve any Quarterly Bill of Materials. NAPA
         acknowledges that timely approval of the Quarterly Bill of Materials is
         necessary for Telcordia to comply with the Schedule of Services in this
         and/or related Work Statements. NAPA shall review and approve the
         Quarterly Bill of Materials within five (5) business days of the
         submission of the Quarterly Bill of Materials by Telcordia. NAPA
         acknowledges that delays in its review and approval of the Quarterly
         Bill of Materials can result in schedule delays and/or additional fees,
         if any, on the Services that Telcordia is committed to provide as part
         of this WS or other WSs associated with the Permanent NAP.

c)       NAPA shall provide appropriate facilities at NAPA' s sole expense for
         Telcordia's use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the duration of the
         Services to be provided under this WS, including but not limited to,
         work space, desk, telephones with outside long distance line,
         workstation/PC with logins and communications links to NAPA's network



                                       4
<PAGE>

         and the internet, and prompt access to all necessary systems, buildings
         and NAPA personnel. Where practical and at no additional direct cost to
         Telcordia, Telcordia facilities will be used from time to time.

d)       Upon its approval of the Quarterly Bill of Materials, NAPA shall
         procure such Hardware and Software identified in the Quarterly Bill of
         Materials (or substantial equivalent, as jointly determined and agreed
         upon by NAPA and Telcordia, to that so listed). NAPA will review and
         approve the Quarterly Bill of Materials within five (5) business days
         of the delivery of the Quarterly Bill of Materials by Telcordia. NAPA
         acknowledges that delays in its ordering of the Hardware and Software
         components included in the approved Quarterly Bill of Materials can
         result in schedule delays of the Services that Telcordia is committed
         to provide as part of this WS or other WSs associated with the
         Permanent NAP or additional fees, if any.

e)       NAPA shall pay for the cost of support services from Hardware and
         Software vendors as part of the procurement process.

6.       FEES AND PAYMENTS

NAPA shall pay Telcordia on the basis of (i) a time and materials estimate for
the Services, and (ii) a monthly rental fee for the Telcordia Provided Hardware
and Software as described below. The fees will be calculated as follows:

a)       ESTIMATED FEES: NAPA shall pay Telcordia the following fees:

         1)       ESTIMATED AMOUNTS: Telcordia estimates that the time &
                  materials fee for the Services set forth in SECTION 3 will be
                  approximately Two Hundred Eighty Two Thousand Dollars
                  ($282,000), excluding out of pocket expenses and materials.
                  This estimate is not binding. Telcordia shall notify NAPA when
                  it reaches eighty-five percent (85%) of the Estimated Fee.
                  Telcordia shall obtain prior written approval to exceed the
                  Estimated. Telcordia reserves the right to suspend the
                  performance of Services hereunder and toll the term of this WS
                  until NAPA approves in writing a revised Estimated Fee, if
                  any.

         2)       TELCORDIA PROVIDED HARDWARE AND SOFTWARE RENTAL FEE AMOUNTS:
                  The monthly rental fee for the Telcordia Provided Hardware and
                  Software is Thirty Six Thousand Three Hundred Thirty Three
                  Dollars (US$36,333). This fee is only relevant to Telcordia
                  Provided Hardware and Software. During the operation of the
                  Interim NAP, the Telcordia Provided Hardware and Software
                  shall be available to NAPA at a monthly rental fee of Thirty
                  Six Thousand Three Hundred Thirty Three Dollars (US$36,333).
                  NAPA shall have the right to use the Telcordia Provided
                  Hardware and Software from the date of delivery until the
                  operation of the Interim NAP is terminated, not to exceed a
                  twelve (12) month period, or unless otherwise terminated
                  earlier pursuant to the terms of this WS or by operation of
                  law.



                                       5
<PAGE>

b)       BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:

         1)       LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below. The rates below represent Preferred Pricing
                  rates as defined in Section 2 of the Master Agreement, as
                  amended.
<TABLE>
<CAPTION>

                  ----------------------- ------------------------------------ -----------------
                           ROLE                NAP OF THE AMERICAS ROLES             RATE
                  ----------------------- ------------------------------------ -----------------
<S>                                            <C>                                   <C>
                       ENGINEERING                     Principal                     $315
                  ----------------------- ------------------------------------ -----------------
                                                  Principal Engineer                 $242
                  ----------------------- ------------------------------------ -----------------
                                                    Senior Engineer                  $180
                  ----------------------- ------------------------------------ -----------------
                                                       Engineer                      $144
                  ----------------------- ------------------------------------ -----------------
</TABLE>

         2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, shipping and handling
                  for Telcordia Provided Hardware and Software to and from
                  Telcordia Facilities in New Jersey and contracted services
                  provided by Hardware and Software manufacturers, resellers or
                  integrators. Telcordia shall bill NAPA for these out of pocket
                  expenses at cost on a monthly basis.

         3)       RENTAL FEES: NAPA shall pay Telcordia for the monthly rental
                  fees described in SECTION 6.A.2). Telcordia will bill NAPA for
                  rental fees on a monthly basis.

7.       DELIVERABLES

Telcordia shall provide the following Deliverables:

DELIVERABLE 1:  INITIAL BILL OF MATERIALS FOR THE NAP

One (1) written document in electronic form, describing the Telcordia Provided
Hardware and Software and any additional Hardware and Software components
necessary, if any, that Telcordia proposes for the initial deployment of the
Interim NAP, which deployment is estimated to occur in December 2000.

DELIVERABLE 2: QUARTERLY BILL OF MATERIALS FOR THE NAP

One (1) written document in electronic form, delivered quarterly, describing the
Hardware and Software components that Telcordia proposes to support the
operation of the Permanent NAP for the three (3) month term of the Bill of
Materials. The Quarterly Bill of Materials shall be substantially in the form
illustrated in Exhibit A and should include information such as the
justification for the expected Hardware and Software requirements, an
identification of the Hardware and Software components proposed by Telcordia, an



                                       6
<PAGE>

estimate of the cost to Telcordia of the proposed Hardware and Software
components and an estimate of the cost to NAPA for the proposed Hardware and
Software components. It is estimated that the justification of the proposed
Hardware and Software components will be based upon a set of business metrics
jointly developed and agreed upon by Telcordia and NAPA. An example of such
business metrics is the forecasted customer volume expected in the Permanent NAP
during the three (3) month term of the Quarterly Bill of Materials.

8.       SCHEDULE OF SERVICES

Services will begin upon execution of this WS and will be completed on or about
December 30, 2001, or as the parties may mutually agreed to in writing.
Telcordia shall rent to NAPA the Telcordia Provided Hardware and Software
beginning November 1, 2000 and ending upon the termination of operation of the
Interim NAP, not to exceed a twelve (12) month period, or unless otherwise
terminated earlier pursuant to the terms of this WS or by operation of law.

9.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide the Services at its Miami and New Jersey facilities, and
at NAPA' s facilities in Miami.

10.      CONTACTS
<TABLE>
<CAPTION>

             TELCORDIA TECHNICAL CONTACT                         TELCORDIA ADMINISTRATIVE CONTACT
             ---------------------------                         --------------------------------
<S>                           <C>                      <C>                   <C>
Richard Nici                                           Max Figueroa
Director, Broadband Networking and e-Business          General Manager
331 Newman Springs Rd.                                 Broadband Networking and e-Business
Red Bank, NJ 07701                                     331 Newman Springs Rd.
Telephone:        732-758-5447                         Red Bank, NJ 07701
Fax:              732-758-4177                         Telephone:        732-758-2218
Email:            rnici @telcordia.com                 Fax:              732-758-4177
                                                       Email:            mfiguero @ telcordia.com


               NAPA TECHNICAL CONTACT                              NAPA ADMINISTRATIVE CONTACT


Telephone:                                            Telephone:
Fax:                                                  Fax:
Email:                                                Email:
</TABLE>

11.      OTHER TERMS AND CONDITIONS

a)       ACCEPTANCE

Acceptance of Services shall be deemed to have occurred upon having performed
such Services.



                                       7
<PAGE>

b)       RIGHT TO USE HARDWARE AND SOFTWARE

Telcordia Provided Hardware and Software (including associated maintenance)
provided by Telcordia under the Right to Use method (i.e., Telcordia retains
title to the Hardware but renders the use of such Hardware for NAPA support on a
monthly basis) shall be paid on a monthly basis as described in SECTION 6. The
Software provided by Telcordia will be bundled with Telcordia Provided Hardware.

The estimated amounts provided in SECTION 6 are based on the Telcordia Provided
Hardware and Software, which shall be identified in the Initial Bill of
Materials.

c)       PURCHASE MONEY SECURITY INTEREST

NAPA grants Telcordia a purchase-money security interest in the Telcordia
Provided Hardware and Software to secure NAPA's payment and performance.
Notwithstanding anything herein to the contrary, Telcordia may file a copy of
this Agreement and the applicable Work Statement at any time as a financing
statement for that purpose. NAPA shall execute any instruments or documents that
Telcordia reasonably deems appropriate to protect its security interest in such
Hardware and Software (and proceeds thereof). NAPA warrants that it has not
granted and until the foregoing security interest is released will not grant any
other security interest in such Telcordia Provided Hardware and Software. NAPA
agrees to execute and deliver to Telcordia any necessary financing statements
necessary to document the foregoing security interest. NAPA shall keep such
Telcordia Provided Hardware and Software at the original installation location,
except with written consent from Telcordia and shall not remove same until the
security interest has been released. The Parties agree that Telcordia Provided
Hardware and Software is and shall remain at all times personal property,
regardless of whether it has become or may become attached or affixed to realty.
In the event that NAPA defaults in its obligation to pay the rental fees, or any
other breach by NAPA hereunder, Telcordia shall have all rights and remedies of
a secured creditor upon default in accordance with the governing law as set
forth in Section 9.6 of the Master Agreement, as amended.

d)       OWNERSHIP

Title to all Telcordia Provided Hardware and Software under the Right to Use
method defined in Section 11(b) of this WS, excluding any items furnished by
NAPA, shall remain with Telcordia at all times, except that NAPA, at its option,
may give written notice to Telcordia that it elects to purchase such Telcordia
Provided Hardware and Software utilized to provide the right to use services.
Risk of loss and damage with respect to such Telcordia Provided Hardware and
Software shall pass to NAPA upon shipment and shall return to Telcordia upon
return shipment to Telcordia. In the event that NAPA elects to purchase
Telcordia Provided Hardware and Software, Telcordia shall, within thirty (30)
days of receiving such written notice, provide NAPA with a purchase price for



                                       8
<PAGE>

the Telcordia Provided Hardware and Software, which purchase price will be
substantially based on the fair market value. After payment in full is received
by Telcordia for the items that NAPA has elected to purchase, Telcordia will
ship such items, if necessary, at NAPA's expense, to a location designated by
NAPA, no later than thirty (30) calendar days after payment has been received.
Title to such Telcordia Provided Hardware shall pass to NAPA upon receipt of the
items so purchased. Title to the Software shall at all times remain with the
publisher of such Software.

e)       TERMINATION

         1)       This WS may be terminated in accordance with Section 10 of the
                  Master Agreement, as amended.

         2)       Within thirty (30) days of NAPA' s request, Telcordia shall
                  provide a fixed quote for all Telcordia Provided Hardware and
                  Software. NAPA shall have the option of purchasing such
                  Telcordia Provided Hardware and Software at a price specified
                  by Telcordia. For items that NAPA chooses to purchase from
                  Telcordia, upon payment in full of the purchase price,
                  Telcordia, if necessary, will ship such Telcordia Provided
                  Hardware and Software to a location designated by NAPA in
                  Miami, at NAPA' s expense, no later than thirty (30) calendar
                  days after payment has been received. Title to such Telcordia
                  Provided Hardware shall pass to NAPA upon full payment and
                  NAPA's receipt of the items so purchased. Title to the
                  Software shall at all times remain with the publisher of such
                  Software.

f)       WARRANTY AND ADDITIONAL TERMS

Without limitation in any way under SECTION 7 of the Master Agreement, as
amended, or any other Work Statement related to the NAP of the Americas-Miami
project, the following warranties and additional terms shall also apply to this
WS:

         1)       HARDWARE AND SOFTWARE: NAPA further acknowledges that
                  Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
                  REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND
                  WHATSOEVER WITH RESPECT TO THE HARDWARE OR SOFTWARE ACQUIRED
                  BY NAPA OR PROVIDED BY TELCORDIA FOR USE BY NAPA UNDER THIS
                  WS, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
                  DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE
                  MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR ANY
                  PARTICULAR PURPOSE; (3) as to the quality or capacity of the
                  Hardware or Software, the materials in the Hardware or
                  Software, or workmanship in the Hardware or Software; (4) as
                  to any latent defects in the Hardware or Software; (5) as to
                  any patent infringement; and (6) as to the compliance of the
                  Hardware or Software with any requirements of any law, rule,
                  specification, or contract pertaining thereto.

         2)       SOURCE. With regard to Hardware and Software not provided by
                  Telcordia, NAPA acknowledges that NAPA has selected both (a)
                  the Hardware and Software listed in the Quarterly Bill of



                                       9
<PAGE>

                  Materials; and (b) if applicable, the supplier named in the
                  Quarterly Bill of Materials from whom the Hardware and
                  Software is to be procured by NAPA. In this respect, NAPA
                  acknowledges that Telcordia is not the manufacturer of the
                  Hardware or publisher of the Software nor the agent of such
                  manufacturer or publisher.

         3)       PROBLEMS WITH HARDWARE OR SOFTWARE. If the Hardware or
                  Software is not properly installed, does not operate as
                  represented or warranted by the manufacturer, publisher or the
                  supplier or is unsatisfactory for any reason, NAPA shall make
                  a claim on account thereof solely against the supplier,
                  publisher or manufacturer and shall, nevertheless, pay
                  Telcordia all fees payable hereunder. As between NAPA and
                  Telcordia, and only in those instances where the manufacturer,
                  publisher or supplier has provided any maintenance agreement,
                  warranty or guaranty of any nature whatsoever applicable to
                  the Hardware or Software, Telcordia hereby assigns to NAPA
                  whatever assignable interest Telcordia may have in such
                  maintenance agreement, warranty or guaranty. The aforesaid
                  assignment shall not in any way be deemed to limit, negate, or
                  otherwise affect the disclaimer of warranties contained in the
                  preceding paragraphs, and Telcordia shall not incur any duties
                  arising out of any manufacturer's, supplier's or publisher's
                  warranties or guarantees, except as otherwise expressly set
                  forth herein. Further, Telcordia shall not incur any liability
                  whatsoever arising out of any breach of any manufacturer's,
                  supplier's or publisher's warranties or guarantees applicable
                  to the Hardware or Software.

         4)       DELIVERY AND INSPECTION. NAPA will accept the Telcordia
                  Provided Hardware and Software provided by Telcordia upon its
                  delivery to the Interim NAP.

         5)       REPAIRS; USE; ALTERATIONS. Telcordia, at Telcordia's expense,
                  shall keep the Telcordia Provided Hardware and Software in
                  good working condition and shall repair and furnish all labor,
                  parts, mechanisms, and devices required therefor. If at any
                  time Telcordia is not longer providing the labor and/or
                  services for operating the NAP, NAPA shall use such Telcordia
                  Provided Hardware and Software in a careful and lawful manner,
                  nor shall NAPA make any alterations, additions, or
                  improvements to such Telcordia Provided Hardware and Software
                  without Telcordia's prior written consent. All additions,
                  repairs, replacement parts, accessories, or improvements made
                  to such Telcordia Provided Hardware and Software, if removed
                  by any third party other than Telcordia, shall not be removed
                  without Telcordia's prior written consent.

         6)       LOSS OR DAMAGE. NAPA shall bear the entire risk of loss,
                  theft, destruction, or damage of the Hardware provided by
                  Telcordia or any portion thereof from any cause whatsoever. If
                  any such Hardware is totally destroyed, the liability of NAPA



                                       10
<PAGE>

                  to pay rent therefor may be discharged by paying Telcordia all
                  the rent due and to become due thereon, less the net amount of
                  the recovery, if any, actually received by Telcordia from
                  insurance or otherwise for such loss or damage. Except as
                  provided in the preceding sentence, the total or partial
                  destruction of any such Hardware, or total or partial loss of
                  use or possession thereof by NAPA, shall not release or
                  relieve NAPA from the duty to pay the usage fees herein
                  provided. Telcordia shall not be obligated to undertake, by
                  litigation or otherwise, the collection of any claim against
                  any person for loss or damage of such Hardware.

         7)       INSURANCE. NAPA shall, at NAPA'S own expense, insure the
                  Hardware provided by Telcordia at all times against all
                  hazards as requested by Telcordia, including but not limited
                  to theft, fire, flood or other catastrophe, and extended
                  coverage insurance, and such policies shall be payable to
                  Telcordia as Telcordia's interest may appear. This insurance
                  shall be reasonably satisfactory to Telcordia as to form,
                  amount, and insurer, and shall provide for at least ten (10)
                  days written notice of cancellation to Telcordia. Such
                  insurance policies or certificates thereof shall be delivered
                  by NAPA to Telcordia before Telcordia will be required to
                  deliver such Hardware and Software to NAPA. In addition, NAPA
                  shall, at NAPA's own expense, carry occurrence-type public
                  liability insurance with respect to such Hardware and the use
                  thereof in such amounts and with such insurers as are
                  reasonably satisfactory to Telcordia, and such insurance
                  policies or certificates thereof shall also name Telcordia as
                  an insured and loss payee thereunder.

         8)       NAPA'S TAX AND LIEN OBLIGATION. NAPA shall keep the Hardware
                  provided by Telcordia free and clear of all levies, liens, and
                  encumbrances. NAPA shall, in the manner directed by Telcordia:
                  (a) make and file all declarations and returns in connection
                  with all charges and taxes (local, state, and federal), which
                  may now or hereafter be imposed upon or measured by the
                  ownership, leasing, rental, sale, purchase, possession, or use
                  of such Hardware, excluding, however, all taxes on or measured
                  by Telcordia's net income; and (b) pay all such charges and
                  taxes. In the event that Telcordia shall elect to make and
                  file any or all declarations and returns in connection with
                  such charges and taxes to pay them, then NAPA shall reimburse
                  Telcordia, upon demand of Telcordia, for any and all such
                  charges and taxes applicable to such Hardware herein provided
                  by Telcordia to NAPA.

         9)       ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith
                  acceptance of a tax exemption certificate does not represent
                  an assurance that the State will also accept the certificate
                  as valid at the time of audit review. NAPA is responsible for
                  any future audit adjustment if the certificate is not
                  accepted. NAPA agrees to reimburse Telcordia for the amount of
                  audit adjustment and the aggregate of tax, interest, and
                  penalty, if a certificate is subsequently denied.




                                       11
<PAGE>

         10).     TELCORDIA'S PERFORMANCE OF NAPA'S OBLIGATIONS. If NAPA fails
                  to duly and properly perform any of its obligations under this
                  WS with respect to the Hardware provided by Telcordia,
                  Telcordia may (at Telcordia's option) perform any act or make
                  any payment which Telcordia deems necessary for the
                  maintenance and preservation of such Hardware and Telcordia's
                  title thereto, including payment for satisfaction of liens,
                  repairs, taxes, levies, and insurance, and all sums so paid or
                  incurred by Telcordia, together with interest, and any
                  reasonable legal fees incurred by Telcordia in connection
                  therewith, shall be additional rent under this WS and payable
                  by NAPA to Telcordia on demand. The performance of any act or
                  payment by Telcordia as aforesaid shall not be deemed a waiver
                  or release of any obligation or default on the part of NAPA.

         11)      INDEMNITY. Except for the negligence or willful misconduct of
                  Telcordia related to the Services provided in this section
                  and/or any other related Work Statement, (i) NAPA assumes the
                  risk of liability arising from or pertaining to the
                  possession, operation, or use of the Hardware provided by
                  Telcordia; and (ii) NAPA hereby agrees to defend, indemnify
                  and hold Telcordia harmless from and against any and all
                  claims, costs, expenses, damages, and liabilities arising from
                  or pertaining to the use, possession, or operation of such
                  Hardware.

         12)      TELCORDIA'S CONSENT TO OFFSET. Without Telcordia's prior
                  written consent, NAPA shall not (a) assign, transfer, pledge,
                  hypothecate, or otherwise dispose of this WS, the Hardware
                  provided by Telcordia, or any interest therein; or (b) sublet
                  or lend such Hardware or permit it to be used by anyone other
                  than NAPA or NAPA's employees.

         13)      TELCORDIA'S ASSIGNMENT. Telcordia may assign this WS and/or
                  mortgage the Hardware provided by Telcordia, in whole or in
                  part, without notice to NAPA, however, if NAPA is given notice
                  of such assignment, NAPA agrees to acknowledge receipt thereof
                  in writing. Each such assignee and/or mortgagee shall have all
                  of the rights, but none of the obligations of Telcordia under
                  this WS. NAPA shall not assert against assignee and/or
                  mortgagee any defense, counterclaim, or offset that NAPA may
                  have against Telcordia. Notwithstanding any such assignment,
                  Telcordia warrants that NAPA shall quietly enjoy use of such
                  Hardware subject to the terms and conditions of this WS.
                  Subject to the foregoing, this WS inures to the benefit of and
                  is binding upon the heirs, legatees, personal representatives,
                  successors, and assigns of the parties hereto.

         14)      DEFAULT. If NAPA fails to pay when due any rental payment or
                  other amount required herein to be paid by NAPA, or if NAPA
                  makes an assignment for the benefit of creditors, whether
                  voluntary or involuntary, or if NAPA shall make a bulk
                  transfer of any of NAPA'S assets, or if NAPA discontinues
                  NAPA's normal business operation for a period of ten (10) days
                  or more, or if a petition is filed by or against NAPA under
                  the bankruptcy laws of the United States, Telcordia shall have



                                       12
<PAGE>

                  the right to exercise any one or more of the following
                  remedies in order to protect the interest and reasonably
                  expected profits and bargains of Telcordia:

                  A.       Telcordia may recover from NAPA all rental payments
                           and other amounts then due and as they shall
                           thereafter become due hereunder;

                  B.       Telcordia may take possession of any or all items of
                           the Telcordia Provided Hardware and Software,
                           wherever these items may be located, without demand
                           or notice, without any court order or other process
                           of law, and without liability to NAPA for any damages
                           occasioned by such taking or possession, and in
                           removing all such Hardware, Telcordia may, if
                           permitted by law, use any of NAPA's licenses in
                           respect to all such Hardware (any such taking or
                           possession shall not constitute a termination of this
                           WS);

                  C.       Telcordia may recover from NAPA, with respect to any
                           and all items of such Hardware and Software that had
                           been used and maintained as provided in this WS,
                           provided, however, that upon repossession or
                           surrender of such Hardware and Software, Telcordia
                           shall sell, lease, or otherwise dispose of such
                           Hardware in a commercially reasonable manner with or
                           without notice, on public or private bid, at
                           Telcordia's place of business as indicated in this
                           WS, or at such other place as Telcordia shall
                           determine, and apply the net proceeds thereof (after
                           deducting all expenses, including attorneys fees,
                           incurred in connection therewith) to the sum of
                           monies due to Telcordia hereunder.

                  D.       Telcordia may pursue any other remedy at law or in
                           equity.

         15)      OTHER DEFAULTS. If NAPA fails to perform any of the provisions
                  under this WS or any other agreement with Telcordia, or if
                  NAPA makes a bulk transfer of furniture, furnishings,
                  fixtures, or other equipment or inventory, Telcordia shall
                  have the right to exercise any remedy available at law or in
                  equity, including but not limited to seeking damages or
                  specific performance {and/or} obtaining an injunction.

         16)      CUMULATIVE RIGHTS. No rights or remedy herein conferred upon
                  or reserved to Telcordia is exclusive of any right or remedy
                  herein or by law or equity provided or permitted, but each
                  shall be cumulative of every other right or remedy given
                  hereunder or now or hereafter existing at law or in equity or
                  by statute or otherwise, and may be enforced concurrently
                  therewith or from time to time, but Telcordia shall not be



                                       13
<PAGE>

                  entitled to recover a greater amount in damages than Telcordia
                  could have gained by receipt of NAPA's full, timely, and
                  complete performance of NAPA's obligations pursuant to the
                  terms of this WS plus accrued expenses and interest.

The parties to this WS agree to the terms of the Master Agreement, as amended
and this WS and further represent that this WS is executed by duly authorized
representatives as of the dates below.

AGREED BY:                              TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.

By:    /s/ Brian K. Goodkind             By: /s/ Thelina E. Andersen
       ------------------------------       --------------------------------
Name:    Brian K. Goodkind              Name:     Thelina E. Andersen
         ----------------------------        --------------------------------

Title:   Executive Vice President and    Title:    Senior Contract Manager
         Chief Operating OFficer
        -----------------------------         -------------------------------
Date:                                   Date:   10-2-00
         ----------------------------         -------------------------------

By signing below, Terremark Worldwide, Inc. ("Terremark"), represents and
warrants that it is the parent and principal shareholder of NAPA, and
acknowledges and agrees that (i) in the event of any default by NAPA, Terremark
automatically ratifies and confirms this WS and assumes any and all obligations
and liabilities of NAPA hereunder; and (ii) Terremark will defend indemnify and
hold Telcordia harmless from and against any and all claims, causes of action,
settlements, loss, damages and costs arising from or relating to, directly or
indirectly, any act or omission of NAPA. Terremark further acknowledges and
agrees that Terremark's foregoing assumption of NAPA's obligations and
indemnification of Telcordia shall (i) be in addition to, and shall not serve or
operate to foreclose Telcordia from asserting, any and all rights and remedies
Telcordia may have against NAPA at law or in equity; and (ii) permit Telcordia
to seek to enforce any such rights or remedies against Terremark.

RATIFIED, CONFIRMED AND AGREED BY:
TERREMARK WORLD WIDE, INC.

By:  /s/ Brian K. Goodkind
    ---------------------------------
Name:    Brian K. Goodkind
    ---------------------------------

Title: Executive Vice President & COO
    ---------------------------------
Date:
    ---------------------------------




                                       14
<PAGE>



                                                                       EXHIBIT A

                       SAMPLE QUARTERLY BILL OF MATERIALS

<TABLE>
<CAPTION>

-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
Quantity      Product              Product Description         Estimated     Manufacturer's List  Estimated Price to NAPA
              Number                                         Telcordia Cost         Price
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
<S>     <C>                   <C>                                  <C>              <C>                     <C>
    3     Foundry BigIron     4 Slot Layer 2/3 switch with         $                  $                      $
               4000          RSP and 4-port Gigabit Ethernet
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3    Foundry B4P155-MM    4-port Packet over SONET OC3         $                  $                      $
                                     interface card.
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3       Foundry B&G       8-port Gigabit Interface Card        $                  $                      $
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3      Foundry B24E     24-Port 10/100 TX Interface Card       $                  $                      $
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3      Foundry RSP3          Redundant Power Supply            $                  $                      $
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    4     Foundry NI800-4    NetIron 800 with RSP and 4-port       $                  $                      $
          Gigabit Ethernet   Interface Card
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    6       Foundry B&G       8-port Gigabit Ethernet Card         $                  $                      $
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    4      Foundry B24E     24-port 10/100 TX Interface Card       $                  $                      $
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    6      Foundry RSP3          Redundant Power Supply            $                  $                      $
-------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    4       Foundry NI8           NI8 Maintenance Cards            $                  $                      $
------------------------------------------------------------ --------------- -------------------- -------------------------
          Total                                                    $                  $                      $
------------------------------------------------------------ --------------- -------------------- -------------------------

---------------------------------------------------------------------------------------------------------------------------
                                                CAPITAL PROGRAM JUSTIFICATION
---------------------------------------------------------------------------------------------------------------------------
NOTE: Justification of the capital program is intended to be based on business metrics to be developed jointly by Telcordia
and NAPA. The specific business metrics and their associated values would be included in this table.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS



TELCORDIA TECHNOLOGIES
|
 -----------------------
 Performance from Experience




                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 0NAP04-1 ("Scope Change") amends the Work Statement,
Contract No. 0NAP04, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 12
day of April, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Rate Table Amendment

         2.       Date of Scope Change: April 12, 2001

         3.       Originator of Scope Change: Max Figueroa

         4.       Reason for the Scope Change: Add rate for Associate Engineer

         5.       Details of the Scope Change (including any specifications):
                  The rate table under Section FEES AND PAYMENTS shall be
                  amended to add a role of Associate Engineer at a rate of
                  $l20/hour.

         6.       Implementation timetable of the Scope Change: Upon execution
                  of this Change Order.

         7.       Additional fees or refund, if any, of the Scope Change: N/A

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules: N/A

         9.       Other Comments: N/A

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective authorized representatives in accordance with each parties'
established corporate policy. The parties to this Scope Change further agree
that any terms of the Agreement or Work Statement modified or amended by this
Scope Change shall be applicable only for the limited purposes of this Scope
Change, and any terms and conditions of the Agreement or Work Statement not
modified hereby shall remain unchanged and in full force and effect.


AGREED BY:

NAP OF THE AMERICAS INC.                    TELCORDIA TECHNOLOGIES, INC.


By:        /s/ BRIAN K. GOODKIND            By:        /s/ THELINA E. ANDERSEN
               ------------------------               -------------------------
Name:      BRIAN K. GOODKIND                Name:      THELINA E. ANDERSEN
           ----------------------------                ------------------------
Title:     CHIEF OPERATING OFFICER          Title:     SENIOR CONTRACT MANAGER
           ----------------------------                ------------------------
Date:      4/13/01                          Date:      4/13/01
           ----------------------------                -----------------------



           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
       This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having a need
                    to know within Telcordia and NAPA, except
                      with written permission of Telcordia.


<PAGE>
                                                             MARKET STRATEGY AND
                          BUSINESS OPERATIONS DESIGN FOR THE NAP OF THE AMERICAS
                                                         WORK STATEMENT NO. 0005

-------------------------------------------------------------------------------


This Work Statement ("WS") is issued under the Master Agreement dated November
16, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a
wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services
under the terms and conditions of the Master Agreement and any additional terms
contained in this WS.

SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with developing the Market Strategy and Business Operations Design
("Services") which will establish and manage the NAP of the Americas in Miami.
In the balance of this document, "Telcordia" shall be understood to mean
activities performed by either Telcordia or its parent company, SAIC, or both.

This WS will outline the Services Telcordia shall provide related to the market
strategy and business operations involved in the formation of the NAPA. These
Services shall include:

o        Market Strategy and Services Development

o        Tactical Marketing Development

o        Process Development

o        Financial Modeling

1.       DESCRIPTION OF SERVICES

Telcordia shall perform the following activities:

A.       MARKET STRATEGY AND SERVICES DEVELOPMENT

In order to begin offering basic services to the customers of the NAP of the
Americas ("NAP Customers"), assumptions have been made as to the initial core
services that would meet NAP Customers' needs. The following core services have
been identified and will be offered initially. In support of this planning
assumption, market strategy and additional service definition work will be
undertaken, as outlined herein.

The core basic services that will initially be offered to NAP Customers are:

o        Basic Public Peering Services which provides a connection to the NAP
         network supporting public peering and route arbitration services.



<PAGE>

o        Basic Private Peering Services which provides a connection between NAP
         Customers.

o        Basic Collocation Services which provides for the rental of space
         within the NAP facility.

o        Equipment Monitoring which provides for the monitoring of the customer
         equipment in the co-location space.

Building on these core services, the business analysis work proposed herein for
the NAP of the Americas will provide recommendations on services, features and
pricing. Leveraging market research, Telcordia and Terremark will jointly
identify value added services which are most likely to meet the needs of the NAP
of the Americas. These services will be rank ordered and evaluated in
conjunction with Terremark. Potential prices, mix of services and services
partners will be determined on an as needed basis. The Deliverables from this
part of the project consist of an analysis of demand, pricing and competitors,
resulting in a short-term market strategy.

Telcordia shall define and evaluate two (2) to three (3) alternative service
models (wholesale, retail or a combination of wholesale/retail) for the
Permanent NAP, with the goal of optimizing the balance among several key
variables, for example, the value proposition for potential customers and the
pros and cons of providing different services either directly by the NAP or
indirectly, through partnerships, alliances or resale arrangements. The analysis
shall consist of:

o        With concurrence of Terremark, analysis of up to five (5) potential
         customer types in order to identify their preferred service needs and
         the service characteristics that present an attractive value
         proposition for them. The customer types will consist of global and
         regional carriers, Internet service providers ("ISPs"), and possibly
         intermediaries such as web hosting and application hosting companies or
         enterprise customers.

o        Analysis of service offerings that are available today from up to ten
         (10) competitors. In addition, the analysis will include future
         services that may be expected in the future based on competitors'
         current announcements about their investments and their business
         partnerships/alliances.

o        Identification and analysis of services to be offered at the NAP with a
         time line and cost benefit analysis taking account of the
         infrastructure and software systems required to support these services.

o        A composite analysis of services mapped to customer segments taking
         account of competitors' behavior.

o        Value added service descriptions for NAP Services.

Telcordia shall assist in developing a market strategy for a set of primary and
ancillary services that may be provided directly at the NAP, remotely, or that
may be provided to intermediaries for their customers. This aspect of this WS
will be to develop primary and ancillary services that will potentially be
offered at the Interim NAP and those offered at the Permanent NAP.

Telcordia shall perform the following activities, organized in two phases:



                                       2
<PAGE>

PHASE 1: SHORT-TERM MARKET STRATEGY FOR THE CORE/PRIMARY SERVICES

o        Identify the primary connectivity services and estimate the traffic
         levels necessary for the NAP to get started.

o        Create an analytical framework for the market strategy with NAP
         services defined at different levels of functionality from simple
         interconnection to all the state-of-the-art capabilities and features
         needed to attract multiple backbone providers to combine their public
         and private peering at NAP of the Americas.

o        Develop the dimensions of the competition the NAP of the Americas faces
         from other players.

o        Create preliminary value propositions for the different types of
         potential NAP of the Americas customers, such as carriers & service
         providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs). This
         will involve a mapping of potential customers to the services they
         value and analysis of benefits of NAP of the Americas relative to their
         current suppliers.

o        Create a mapping from potential clients to likely traffic levels for
         attracting "anchor tenants" and other tenants.

PHASE 2: MID-TERM MARKET STRATEGY

It is assumed that a carrier-neutral strategy for NAP of the Americas will be
adopted to create an infrastructure that will enable the NAP Miami users to
provide different value-added services, such as web hosting, caching, content
delivery, storage, voice over IP, etc., to their customers. Careful
consideration will be given to the NAPA to ensure that it is complimentary to
and not unnecessarily competitive with its customer base.

The mid-term market strategy analysis will include an evaluation of potential
services, functionality and competitor's services and models. The preliminary
analysis of value propositions from Phase 1 will be completed in Phase 2 to
determine the additional services and functionality needed for NAP of the
Americas to attract different types of potential customers considering the
opportunities to leverage early commitments of the customer base and the key
risk factors. This work will consider business models for neutral services that
can be provided directly to tenants of the NAP, such as, share hands, network
security, network back up and storage, web hosting, caching, performance
monitoring and reporting, etc. The work activities will be as follows:

o        Validate the belief that interconnection at NAP of the Americas can
         generate significant savings in transport cost for regional carriers
         and ISPs. Identify functionality requirements of web
         hosting/co-location companies.

o        Identify functionality requirement for enterprise customers.




                                       3
<PAGE>

o        Identify additional functionality such as higher levels of reliability,
         security, scalability and customer care required for NAP of the
         Americas to differentiate itself from interconnection service providers
         like Equinix. InterNAP, Savvis, SDFC and Colo.com.

o        Analyze value-added services for example, caching, security, storage
         and disaster recovery services.

o        Analyze the content delivery service business and incentives required
         to attract Hispanic-focused ISPs to the NAP of the Americas.

o        Analyze new service offerings announced by competitors on an on-going
         basis.

o        Analyze likely future offerings based on competitors' announcements
         about their investments and their business partnerships/alliances.

o        Identify managed services and third-party providers that can deploy in
         partnership or reseller arrangements with Terremark.

o        Develop recommendations regarding business partnerships/revenue-sharing
         arrangements with Best-of-Breed players for the NAP of the Americas to
         differentiate its value-added service offerings.

o        Review the capabilities of the supporting NAP of the Americas
         operations infrastructure and network operations center to determine if
         these internal support mechanisms could be leveraged to provide
         external value added services. For example, on going monitoring
         services for third party equipment.

B.       TACTICAL MARKETING DEVELOPMENT

Telcordia shall assist NAP of the Americas with their marketing efforts in
supplying on-going technical resources that will be available to the sales force
to assist with market development, product planning, presentation preparation,
customer meetings, customer inquiries and technical sales support for the
duration of this work statement.

C.       PROCESS DEVELOPMENT

Telcordia shall develop and document process flows for the Marketing and Sales
Process and shall coordinate interface points with the processes being handled
via the BSS/OSS Service Bureau in San Diego. These interface points will be
designed and documented to facilitate flow-through of customer orders throughout
all of the critical business processes at a high level (service activation and
provisioning, service assurance and maintenance and customer care and billing).
It is assumed that these critical processes will be managed at the BSS/OSS
Service Bureau in San Diego.

Telcordia process consultants shall also work with appropriate NAPA staff to
review and approve all of the processes that will be utilized at the BSS/OSS
Service Bureau in San Diego. Telcordia process consultants shall also evaluate
the documented processes and identify any business processes that may not be



                                       4
<PAGE>

fully developed and/or adequately documented. Telcordia shall produce a report
of these gaps and develop a plan to close any process gaps identified. Telcordia
shall implement this plan to close any identified process gaps.

D.       FINANCIAL MODELING

Telcordia, in conjunction with the Market Strategy consultants, shall conduct
analyses to determine the expected cash flow for NAPA. Inputs to the financial
analysis are described below. The result will be a financial analysis
encompassing discounted cash flow, expected payback period and rate of return
for the given strategic direction over a three to five year planning period.

1.       Revenue Projections: Telcordia shall work with NAPA to develop
         projections for the potential revenues associated with each service
         identified by the Market Strategy group. Market strategy, service
         portfolio and other economic factors will be used as input to these
         revenue projections.

2.       Investment Projections: Telcordia shall work with NAPA or other
         appropriate resources to determine the investments required to support
         the services.

3.       Expense Projections: Telcordia will work with NAPA or other appropriate
         resources to develop the network and operational expenses that can be
         expected in support of these services.

4.       Sensitivity Analysis: Telcordia shall develop a sensitivity analysis to
         assess the critical factors driving the value of the opportunity and
         impacts of uncertainties.

2.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.

3.       NAPA RESPONSIBILITIES

a)       NAPA shall provide Telcordia with a single point of contact empowered
         to make decisions related to the Services within one (1) week of
         contract execution.

b)       NAPA shall provide appropriate facilities at NAPA's sole expense for
         Telcordia's use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the term of this WS,
         including but not limited to, work space, desk, telephones with outside
         long distance line, workstation/PC with logins and communications links
         to NAPA's network, and access to all necessary systems, buildings and
         NAPA personnel. Where practical and at no additional direct cost to
         Telcordia, Telcordia facilities will be used from time to time.



                                       5
<PAGE>

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.

4.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

a)       ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee
         for the Services will be approximately US$1,700,000 ("Estimated Fee"),
         excluding out of pocket expenses and materials. The Estimated Fee is
         non-binding on Telcordia; Telcordia shall notify NAPA when it reaches
         eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain
         prior written approval to exceed the Estimated Fee in the aggregate
         (fees plus reimbursable expenses). Telcordia reserves the right to
         suspend the performance of Services hereunder and toll the term of this
         WS until NAPA approves in writing a revised Estimated Fee, if any.

b)       BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:

           1)     LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below. The rates below represent Preferred Pricing
                  rates as defined in Section 2 of the Master Agreement, as
                  amended. The table below is an inclusive rate table and not
                  all job categories will be used in this WS.


                                       6
<PAGE>

<TABLE>
<CAPTION>

                               NAP of the Americas
---------------------------------------- --------------------------------------------- ---------------
ROLE                                     NAP OF THE AMERICAS ROLES                     RATE
---------------------------------------- --------------------------------------------- ---------------
<S>                                                                                         <C>
Governance                               VP-General Manager                                 $315
---------------------------------------- --------------------------------------------- ---------------
                                         Program Manager                                    $242
---------------------------------------- --------------------------------------------- ---------------
                                         Project Manager                                    $180
---------------------------------------- --------------------------------------------- ---------------
                                         Project Controller                                 $144
---------------------------------------- --------------------------------------------- ---------------
                                         Principal                                          $315
---------------------------------------- --------------------------------------------- ---------------
Consulting                               Principal Consultant                               $242
---------------------------------------- --------------------------------------------- ---------------
                                         Senior Consultant                                  $180
---------------------------------------- --------------------------------------------- ---------------
                                         Consultant                                         $144
---------------------------------------- --------------------------------------------- ---------------
                                         Principal                                          $315
---------------------------------------- --------------------------------------------- ---------------
                                         Engineering Principal Engineer                     $242
---------------------------------------- --------------------------------------------- ---------------
                                         Senior Engineer                                    $180
---------------------------------------- --------------------------------------------- ---------------
                                         Engineer                                           $144
---------------------------------------- --------------------------------------------- ---------------
                                         Principal                                          $315
---------------------------------------- --------------------------------------------- ---------------
Operations                               Operations Manager                                 $242
---------------------------------------- --------------------------------------------- ---------------
                                         Systems Administrator                              $144
---------------------------------------- --------------------------------------------- ---------------
                                         Senior Technician                                  $120
---------------------------------------- --------------------------------------------- ---------------
                                         Technician                                         $95
---------------------------------------- --------------------------------------------- ---------------
                                         Junior Technician                                  $70
---------------------------------------- --------------------------------------------- ---------------
                                         Customer Care Representative                       $70
---------------------------------------- --------------------------------------------- ---------------
                                         Provisioning Specialist                            $95
---------------------------------------- --------------------------------------------- ---------------
                                         Billing Specialist                                 $70
---------------------------------------- --------------------------------------------- ---------------
Support                                  Administration Specialist                          $60
---------------------------------------- --------------------------------------------- ---------------
</TABLE>

           2)     Other Direct Costs and Materials: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services.
                  Telcordia shall bill NAPA for these out of pocket expenses at
                  cost on a monthly basis.

Telcordia shall bill NAPA on a monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.

5.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties:

DELIVERABLE 1: SHORT-TERM MARKET STRATEGY FOR CORE PRIMARY SERVICES

o    Report on preliminary value propositions for the different types of
     potential NAP of the Americas customers, such as carriers & service
     providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs,). This will
     involve a mapping of potential customers to the services they value and
     analysis of benefits of NAP of the Americas relative to their current
     suppliers.



                                       7
<PAGE>

DELIVERABLE 2: MID-TERM MARKET STRATEGY

o    On-going analysis of new service offerings announced by competitors and
     identification of additional functionality such as higher levels of
     reliability, security, scalability and customer care required for the NAPA
     to differentiate itself from others. These analyses will lead to a report
     with recommendations regarding potential partnerships or arrangements with
     best of breed players for NAPA to differentiate its value added service
     offerings. Telcordia will provide an interim report by January 31, 2001
     focused on simpler services which could be more quickly deployed by the NAP
     of the Americas.

DELIVERABLE 3: PROCESS DEVELOPMENT

o    Assist in the design and documentation of the Marketing and Sales Process
     for NAPA in Microsoft PowerPoint(R)or Visio(R)format

o    Design and document interface points to the processes under development at
     the BSS/OSS Service Bureau in San Diego

o    Identify and document any processes that may not be fully developed and
     documented and produce a report of these gaps

o    Develop a plan to close any process gaps identified

o    Implement the plan to close any identified process gaps

DELIVERABLE 4: FINANCIAL MODELING

o    A financial analysis report in Microsoft PowerPoint(R) including Revenue
     Projections, Investment Projections, Expense Projections, and a Sensitivity
     Analysis

6.       SCHEDULE OF SERVICES

The term of this WS is September 1, 2000 through December 31, 2001.

This WS will commence upon the execution of both parties at the agreed upon
worksite in Miami, and will be in force for the work performance period or as
mutually agreed upon by the parties in writing. The following schedule is
provided for information and planning purposes only until such time as a
detailed project schedule is developed and agreed upon in writing by Telcordia
and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.



                                       8
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------- --------------------------------------------
                         MILESTONE DESCRIPTION                                          ESTIMATED DATE
------------------------------------------------------------------------- --------------------------------------------
<S>                                                                               <C>
MARKET STRATEGY MILESTONES
------------------------------------------------------------------------- --------------------------------------------
Short-term Market Strategy                                                January 5, 2001
------------------------------------------------------------------------- --------------------------------------------
Mid-term Market Strategy                                                  On-going for term of this WS Interim
                                                                          report - January 31, 2001
------------------------------------------------------------------------- --------------------------------------------
TACTICAL MARKETING DEVELOPMENT                                            On-going for term of this WS
------------------------------------------------------------------------- --------------------------------------------
BUSINESS PROCESS MILESTONES
------------------------------------------------------------------------- --------------------------------------------
Design and document the Marketing and Sales Process for NAPA              November 17, 2000
------------------------------------------------------------------------- --------------------------------------------
Design and document interface points to BSS/OSS Service Bureau in San     December 1, 2000
Diego
------------------------------------------------------------------------- --------------------------------------------
Complete Gap Analysis                                                     December 1, 2000
------------------------------------------------------------------------- --------------------------------------------
Plan to close Process Gaps developed                                      December 8, 2000
------------------------------------------------------------------------- --------------------------------------------
Plan to close Process Gaps implemented                                    December 29, 2000
------------------------------------------------------------------------- --------------------------------------------
FINANCIAL ANALYSIS MILESTONE
------------------------------------------------------------------------- --------------------------------------------
Financial Analysis Report                                                 On-going for term of this WS
------------------------------------------------------------------------- --------------------------------------------
</TABLE>

7.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.

8.       TELCORDIA CONTACTS

<TABLE>
<CAPTION>

                  TECHNICAL CONTACT                                    ADMINISTRATIVE CONTACT
                  -----------------                                    ----------------------

<S>                 <C>                                  <C>                      <C>

Janice Dahiquist                                        Beth Morgan
Sr. Consultant., Professional Services                  Director, Professional Services
1200 Brickell Avenue, Suite 1200                        1200 Brickell Avenue, Suite 1200
Miami, FL 33131                                         Miami, FL 33131
Telephone:      305-372-7974                            Telephone:        305-372-7970
Fax:            305-349-2030                            Fax:              305-349-2030
Email:          jdahlqui@ telcordia.com                 Email:            Mmorganl@telcorclia.com

</TABLE>

9.       TERREMARK CONTACTS

                  ADMINISTRATIVE CONTACT
Brian Goodkind
Executive Vice President & Chief Operating Officer
Terremark Worldwide, Inc.
2601 S. Bayshore Drive, 9th Floor
Coconut Grove, Florida  33133
Telephone:        305-860-7829
Fax:              305-856-0252
Email:            bgoodkind@terremark.com




                                       9
<PAGE>

10.      OTHER TERMS AND CONDITIONS

a)   Acceptance of Services

     Acceptance of Services shall be deemed to have occurred upon having
performed such Services.

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.


AGREED BY:                              TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.

By:      /s/ BRIAN K. GOODKIND          By:    /s/ THELINA E. ANDERSEN
         ---------------------------            -----------------------------

Name:    BRIAN K. GOODKIND              Name:     THELINA E. ANDERSEN
         ---------------------------            -----------------------------

Title:   Executive Vice President &     Title:    Senior Contract Manager
         Chief Operating Officer
         ---------------------------            -----------------------------
Date:    11-16-00                        Date:   11-29-00
         ---------------------------            -----------------------------


                                       10
<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS

Telcordia
Technologies
|------------------------
PERFORMANCE FROM EXPERIENCE


                                     BSS/OSS OPERATIONAL SUPPORT FOR INTERIM NAP
                                                         WORK STATEMENT NO. 0006
                                                             CONTRACT NO. 1NAP06

-------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Master Agreement, as amended
dated August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc.,
(`~NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement ("MA")
and any additional terms contained in this WS.

1. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services and
Service Bureau Services associated with operation of an Internet Network Access
Point ("NAP") network called the NAP of' the Americas Miami at an interim
location in Miami ("Interim NAP"). For operation of the Network Operations
Center ("NOC"), Telcordia shall be using the services of its parent company,
Science Applications International Corporation, Inc. ("SAIC"). As described in
this WS, SAIC shall provide the Services necessary to set up a pre-defined suite
of Business Support Systems / Operations Support Systems ("BSS/OSS")
applications to operate in the data center in SAIC facilities in San Diego,
California ("Data Center") to support the NAP of the Americas business
specifications, during the period of time the Interim NAP is functioning. In the
balance of this document, "Telcordia" shall be understood to mean activities
performed by either SAIC, Telcordia, or both.

Telcordia shall provide Professional Services in support of the following
service offerings to carriers by NAP of the Americas:

         o  Public peering

         o  Private peering

         o  Co-location

         o  Equipment

         o  Management services for customer equipment and facilities

         o  Service level monitoring for private peering

<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS

         o  Internet access

         o  Per port firewalls

         o  Server health monitoring

         o  Device level monitoring

         o  Custom solutions involving premise wiring

Telcordia shall provide the following services from the San Diego Data Center:

         o  Interface to Billing -- provided by BSS;

         o  Call Center -- provided by BSS, and;

         o  Network Operations Center -- provided by OSS.

Telcordia shall also provide the development, deployment and operation of the
security system for the interim NAP.

2.       DESCRIPTION OF SERVICES

         2.1.     BILLING (RAPIDAPPS(TM)SERVICE BUREAU)

                  o        Telcordia shall gather the following information on
                           an ongoing basis during the term of this WS as NAP
                           services are activated for NAPA customers:

                           o    Customer profiles, as contained in service
                                orders or via the call center;

                           o    Service activation dates; and

                           o    Other service data, as required.

         2.2.     CALL CENTER (RAPIDAPPS(TM)SERVICE BUREAU)

                  The call center shall provide the first level of customer
                  contact for the following communications as prescribed by the
                  M&Ps developed in WS-0003:

                  o        Sales orders -- shall be directed to the NOC;

                  o        Sales & marketing contacts -- shall be directed to
                           Telcordia or NAPA sales and marketing offices, as
                           directed by NAPA;

                  o        Trouble reports -- shall be directed to the NOC, and;


                                       2
<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS

                  o        Billing questions -- Shall be directed to Terremark.

                  Incoming calls shall be processed by automated call
                  distribution ("ACD") equipment and manned twenty-four (24)
                  hours per day seven (7) days per week, inclusive of holidays,
                  along with operator support.

         2.3.     NETWORK OPERATIONS CENTER (RAPIDAPPS(TM)SERVICE BUREAU)

                  The NOC shall provide the following services as prescribed by
                  the M&Ps developed in WS-0003:

                  o        Interim NAP equipment monitoring -- The NOC shall
                           monitor equipment of the Interim NAP to identify
                           problems, initiating corrective action as required.
                           This includes all equipment directly connected to the
                           NAP, including customer owned equipment. For customer
                           equipment directly monitored by the customer's
                           management control center, the customer

                  o        must relay the equipment status to the NOC in order
                           for the NOC to be able to recognize and diagnose any
                           problem with any equipment or circuit connected to
                           the NAP.

                  o        Customer co-located equipment monitoring -- The NOC
                           shall optionally monitor customer equipment located
                           in the Interim NAP facility not directly connected to
                           the NAP but engaged in private peering connections at
                           an additional cost to NAPA. This equipment must be
                           configured in accordance with the requirements of the
                           service description for co-located equipment. This is
                           an optional service the customer can request to be
                           performed; an additional fee will be charged for this
                           service. If problems are detected by the NOC,
                           corrective action shall be initiated as required.

                  o        Customer remotely located equipment monitoring -- The
                           NOC shall optionally monitor customer equipment not
                           located in the Interim NAP facility and engaged in
                           private peering connections within the Interim NAP
                           facility at an additional cost to NAPA. This
                           equipment must be configured in accordance with the
                           requirements of the service descriptions. This is an
                           optional service the customer can request to be
                           performed, an additional fee will be charged for this
                           service. If problems are detected by the NOC,
                           corrective action shall be initiated as required.

                  o        Order processing -- The NOC shall process orders for
                           public peering and private peering as prescribed by
                           the M&Ps developed in WS-0003, including new orders,
                           changed orders, and service cancellations. This
                           process includes the following actions:

                           o        Develop customer and network databases
                                    associated with the order;

                                       3
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                       CONFIDENTIAL -- RESTRICTED ACCESS

                           o        Schedule all functions associated with the
                                    new order;

                           o        Initiate equipment and circuit procurements
                                    as required;

                           o        Allocate Interim NAP equipment and circuit
                                    resources as required;

                           o        Initiate on site Interim NAP operational
                                    work,

                           o        Provision equipment as required;

                           o        Conduct service assurance;

                           o        Communicate and coordinate service turn on
                                    with the customer, and;

                           o        Communicate necessary information to the BSS
                                    for billing actions requested.

                  o        Interim NAP Maintenance - The NOC shall perform
                           normal maintenance on the Interim NAP infrastructure,
                           to include testing of all changes and upgrades.

         2.4.     INFORMATION SECURITY (TIME & MATERIAL SERVICES)

                  Telcordia shall refine and confirm M&Ps and implement security
                  provisions not covered by internal NAP security provisions and
                  physical security as follows:

                  STAGE 1 - PLAN

                           Network Security Monitoring Strategic Planning --
                           Telcordia shall provide planning in the area of
                           Security Operations Center and Technical Call Center
                           Support. This planning shall include: strategic
                           security planning, security monitoring (e.g.,
                           firewall management, VPN Services, intrusion
                           detection).

                  STAGE 2 - DESIGN

                           Network Security Monitoring Architecture Support --
                           Telcordia shall provide architecture support in the
                           area of Security Operations Center and Technical Call
                           Center Support. This support shall include: network
                           security monitoring (e.g., access control, firewall
                           management, VPN Services, intrusion detection),
                           network security architecture and pre-operational
                           testing. Telcordia may provide support in the
                           development of software as needed to implement
                           security-relevant applications, specialized operating
                           system modification, smart card integration, etc. as
                           directed. This architecture support shall include
                           interface/integration with other network and
                           operational elements, such. as the Foundry security
                           layer services.



                                       4
<PAGE>


                       CONFIDENTIAL -- RESTRICTED ACCESS

                           NETWORK SECURITY MONITORING PROCESS AND PROCEDURES --
                           Telcordia shall provide support in the development
                           and review/evaluation of network security monitoring
                           policies and procedures as necessary. Telcordia shall
                           support the development of Security Test Plans, which
                           shall describe the types, scope, objectives,
                           schedule, and test criteria. Telcordia shall also
                           produce security test reports, detailing the results,
                           architectural impacts and recommendations for future
                           development and/or follow-on testing.

                           SECURITY POLICY/PROCEDURES DEVELOPMENT/ANALYSIS
                           (INCLUDING DISASTER RECOVERY OF BUSINESS CONTINUITY
                           PLANNING) -- Telcordia shall provide support in the
                           development and review/evaluation of security
                           policies and procedures, Disaster Recovery
                           Planning/Business Continuity.

                  STAGE 3 - DEPLOY

                           INITIAL SECURITY TRAINING/PREPAREDNESS OF PERSONNEL
                           -- Telcordia shall support information technology
                           security awareness and deliver site-specific
                           preparedness training in the areas of prevention,
                           reporting, mitigation, and escalation. A broad-based
                           tailored program shall be provided on site for
                           operating staff personnel.

                           INFORMATION SECURITY ASSESSMENTS -- Telcordia shall
                           provide a comprehensive independent information
                           security assessment (ISA) including internal and
                           external network penetration testing, on-site
                           facilities assessment, staff interviews, review of
                           existing policies and procedures and operational
                           environment. This includes an initial assessment at
                           the initiation of operations and a follow-up
                           assessment at the 4-6 month point of operations, as
                           appropriate.

                           DISASTER RECOVERY/BUSINESS CONTINUITY TESTING -
                           Telcordia shall create operational procedures and
                           processes associated with Disaster Recovery/Business
                           Continuity and shall perform testing and evaluation
                           of their completeness.

                           FIREWALL CONFIGURATION/INSTALLATION/TESTING -
                           Telcordia shall configure, at the Managed Network
                           Service Center ("MNSC"), a Firewall containing a
                           tailored customer configuration policy. Telcordia
                           shall install the Firewall at the Interim NAP
                           facility and execute acceptance testing for
                           transition to remote monitoring at the MNSC. Firewall
                           configuration/installation testing is a per firewall
                           requirement and is based on client specific
                           requirements. Any colocation customer firewall
                           configuration/installation/testing will be performed
                           for an additional fee.

                                       5
<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS

3.       DELETED

4.       NAPA RESPONSIBILITIES

NAPA's responsibility is to provide operational interface support to the billing
operations conducted by the BSS.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.

5.       ASSUMPTIONS

In addition to any assumptions specified in the Sections above, Telcordia has
based its estimates for the performance of the Services on the following
assumptions. Changes to these assumptions may change Telcordia's estimates of
the performance of Services, and such changes shall be managed in accordance
with Section 13 of the Master Agreement, as amended.

         o        For the term of this WS, Telcordia requires 24 hour, 7 day a
                  week unescorted access to the interim facility, inclusive of
                  holidays;

         o        For the term of this WS, Operations support coverage for NOC
                  operations, help desk and Call Center shall be provided seven
                  (7) days per week, twenty four (24) hours per day, inclusive
                  of holidays;

         o        Back-office business systems support (BSS) shall be provided
                  twelve (12) hours per day, five (5) days per week, exclusive
                  of holidays;

         o        Operations support systems (OSS) and BSS system components
                  shall not be integrated during the term of this WS;

         o        Service Center support is on a partial basis during December
                  2000, as this month represents the period of integration
                  testing and controlled customer introduction. Full service
                  center support as described in this WS is provided for the
                  period January -- June 2001. Service Center support is on a
                  partial basis during July 2001, as this month represents the
                  period of transition of services from the Interim NAP to the
                  Permanent NAP.

         o        The number of customers in the Interim NAP is expected to be
                  no greater than fifty (50) customers;

         o        The number of monitored network elements shall not exceed
                  fifty (50);

         o        A Port is defined as a physical connection to an Interim NAP
                  edge device or comparable equipment;

         o        No more than an average of forty-five (45) trouble calls per
                  port per year at the Call Center are anticipated;



                                       6
<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS


         o        All calls into the Call Center are assumed to be voice only
                  (no fax/email calls);

         o        Call Center shall provide ACD for ordering, trouble ticketing,
                  sales & marketing, and billing;

         o        Call Center services shall not provide interactive voice
                  response, and;

         o        Redundant NOC facilities are not provided in the interim
                  system, outside of those facilities located in the interim
                  facility itself.

o             Security monitoring includes NAP only. Firewall and intrusion
              detection setup and monitoring for collocation customers is not
              included in this WS and will be billed on a volume basis.

6.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services on a time and materials and fee for
service basis as follows:

         1)       ESTIMATED AMOUNTS: Telcordia estimates that the Time and
                  Material fee for the Services detailed in Section 2.4 of this
                  WS shall be approximately $520,000, excluding out of pocket
                  expenses and materials. This estimate is not binding.
                  Telcordia shall notify NAPA when it reaches eighty-five
                  percent (85%) of the Estimated Fee. Telcordia shall obtain
                  prior written approval to exceed the Estimated Fee. Telcordia
                  reserves the right to suspend the performance of Services
                  hereunder and toll the term of this WS until NAPA approves in
                  writing a revised Estimated Fee, if any.

         2)       FIXED FEE: The fixed fee for Rapid Apps(TM) Service Bureau
                  operations detailed in Sections 2.1, 2.2 and 2.3 of this WS
                  shall total $340,000. Service Center fees are based on the
                  assumptions in Section 5 of this WS for the projected activity
                  in the interim NAP facility. The total Service Center fees for
                  the duration of this WS are $340,000. This is a fixed price.
                  This pricing is based on not exceeding the projected activity
                  assumptions of paragraph 5. If ramp up and operations volume
                  exceeds the projected activity assumptions of paragraph 5, we
                  will revisit the fixed fee for Service Bureau operations.




                                       7
<PAGE>

                       CONFIDENTIAL -- RESTRICTED ACCESS



         3)       BILLING: NAPA shall pay Telcordia for the Services on the
                  following bases:

                  a.       Fixed Fee Services: Telcordia shall invoice NAPA for
                           the fixed fee services detailed in Sections 2.1, 2.2,
                           and 2.3 of this WS in accordance with the following
                           schedule:

                               December 2000                 $      30,000
                               January 2001                  $      46,670
                               February 2001                 $      46,666
                               March 2001                    $      46,666
                               April 2001                    $      46,666
                               May 2001                      $      46,666
                               June 2001                     $      46,666
                               July 2001                     $      30,000

                               TOTAL                         $     340,000

                  b.       Time and Materials Services: Telcordia shall invoice
                           NAPA for the Time and Materials services detailed in
                           Section 2.4 of this WS in accordance with the
                           following provisions:

                           A)       LABOR: All labor shall be reimbursed on an
                                    hourly basis, based on the actual hours
                                    incurred multiplied by the hourly rates as
                                    set forth below. The rates below represent
                                    Preferred Pricing rates as defined in
                                    Section 2 of the Master Agreement, as
                                    amended.

                               NAP OF THE AMERICAS

<TABLE>
<CAPTION>
                  ------------------------------ ------------------------------------ ---------------------------
                              ROLE                    NAP OF THE AMERICAS ROLES                  RATE
                  ------------------------------ ------------------------------------ ---------------------------
<S>                                                    <C>                                 <C>
                  GOVERNANCE                     VP-General Manager                              $315
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Program Manager                                 $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Project Manager                                 $180
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Project Controller                              $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Principal                                       $315
                  ------------------------------ ------------------------------------ ---------------------------

                  ------------------------------ ------------------------------------ ---------------------------
                  CONSULTING                     Principal Consultant                            $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Senior Consultant                               $180
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Consultant                                      $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Principal                                       $315
                  ------------------------------ ------------------------------------ ---------------------------

                  ------------------------------ ------------------------------------ ---------------------------
                  ENGINEERING                    Principal Engineer                              $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Senior Engineer                                 $180
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Engineer                                        $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Principal                                       $315
                  ------------------------------ ------------------------------------ ---------------------------
</TABLE>

                                       8
<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS

<TABLE>
<CAPTION>
                  ------------------------------ ------------------------------------ ---------------------------
                              ROLE                    NAP OF THE AMERICAS ROLES                  RATE
                  ------------------------------ ------------------------------------ ---------------------------
<S>                                                    <C>                                 <C>
                  ------------------------------ ------------------------------------ ---------------------------
                  OPERATIONS                     Operations Manager                              $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Systems Administrator                           $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Senior Technician                               $120
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Technician                                       $95
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Junior Technician                                $70
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Customer Care Representative                     $70
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Provisioning Specialist                          $95
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Billing Specialist                               $70
                  ------------------------------ ------------------------------------ ---------------------------

                  ------------------------------ ------------------------------------ ---------------------------
                  SUPPORT                        Administration Specialist                        $60
                  ------------------------------ ------------------------------------ ---------------------------
</TABLE>

                  OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services.
                  Telcordia shall bill NAPA for these out of pocket expenses at
                  cost on a monthly basis.

Telcordia shall bill NAPA on a monthly basis as specified in section 2.2 of the
Master Agreement.

7. DELIVERABLES

Telcordia shall provide the following Deliverables:

DELIVERABLE 1: BILLING PROCESSING

Billing services as prescribed in the M&Ps developed in WS-0003 shall be
provided throughout the term of this WS. In delivering this service, Remedy
shall be actively employed.

DELIVERABLE 2: CUSTOMER CARE

Customer care services as prescribed in the M&Ps developed in WS-0003 shall be
provided throughout the term of this WS. In delivering this service, Remedy and
Visionael shall be actively employed.

DELIVERABLE 3: NETWORK OPERATIONS CENTER

Network operations services as prescribed in the M&Ps developed in WS-0003, the
RapidApps NOC Concept of Operations, and the Telcordia Network Management
Architecture shall be provided throughout the term of this WS. In delivering
this service, HP OpenView, NetCool, Remedy and Visionael shall be actively
employed.

                                       9
<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS



DELIVERABLE 4: INFORMATION SECURITY PLAN- STAGE 1

Development of the Network Security Monitoring Strategic Plan. Telcordia will
provide a formalized delivery plan/schedule as well as the actual document.

DELIVERABLE 5: INFORMATION SECURITY DESIGN- STAGE 2

Development of the Network Security Monitoring Architecture Document. Telcordia
will provide a formalized delivery plan/schedule as well as the actual document.

Development of Network Security Monitoring Process and Procedures. Telcordia
will provide a formalized delivery plan/schedule as well as the actual document.

Development of formalized Security Policy/Procedures. Telcordia will provide a
formalized delivery plan/schedule as well as the actual document.

DELIVERABLE 6: INFORMATION SECURITY DEPLOYMENT- STAGE 3

Development of the Initial Security Training/Preparedness program. Telcordia
will provide a formalized delivery plan/schedule as well as the course results.

Development of an Information Security Assessment Report and Briefing. Telcordia
will provide a formalized delivery plan/schedule as well as the actual,
documented findings/recommendations.

Development of a Disaster Recovery/Business Continuity Plan. This includes the
development and execution of the Security Test Plan, we will provide a
formalized delivery plan/schedule as well as the test plan, test results, and
recommendations.

Development and execution of the Certification and Accreditation activity.
Telcordia will provide a formalized delivery plan/schedule as well as the
Certification test plan, test results, and recommendations

8. SCHEDULE OF SERVICES

The term of this WS is December 1, 2000 through July 31, 2001.

This Work Statement shall commence upon the execution of both parties at the
agreed upon worksite in Miami, and shall be in force for the work performance
period. The following schedule is provided for information and planning purposes
only until such time as a detailed project schedule is developed and agreed upon
in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties
agree to work cooperatively toward developing the Definitive Project Schedule
within 2 weeks of the date this WS is executed by both Parties. All project
milestones and their dependencies shall be reflected in the Definitive Project
Schedule.


                                       10
<PAGE>
                       CONFIDENTIAL -- RESTRICTED ACCESS


The anticipated schedule for the project includes the following tasks:
<TABLE>
<CAPTION>

         ----------------------- ------------------------------------------------ -----------------------------------
                TASK NO.                        TASK DESCRIPTION                            ESTIMATED DATE
         ----------------------- ------------------------------------------------ -----------------------------------
<S>                               <C>                                              <C>
                   1             Customer Care                                    Commence 12/1/00
         ----------------------- ------------------------------------------------ -----------------------------------
                   2             Billing                                          Commence 12/1/00
         ----------------------- ------------------------------------------------ -----------------------------------
                   3             Network Operations Center                        Commence 12/1/00
         ----------------------- ------------------------------------------------ -----------------------------------
                   4             Deliver Information security plan-Stage 1        November 1, 2000
         ----------------------- ------------------------------------------------ -----------------------------------
                   5             Deliver Information security design-Stage 2      December 1, 2000
         ----------------------- ------------------------------------------------ -----------------------------------
                   6             Deliver Information security deployment-Stage 3  December 20, 2000
         ----------------------- ------------------------------------------------ -----------------------------------
</TABLE>

9. LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide the Services at Telcordia facilities or NAPA facilities
in Miami, Florida.

10. TELCORDIA CONTACTS

<TABLE>
<CAPTION>

                      TECHNICAL CONTACT                                              ADMINISTRATIVE CONTACT
                      -----------------                                              ----------------------
<S>                                   <C>                        <C>                                         <C>
Gary Shilling                                                  Beth Morgan
SAIC                                                           Director, Professional Services
10260 Campus Point Drive,                                      1200 Brickell Avenue, Suite 1200
MS-E2B                                                         Miami, FL 33131
San Diego, CA 92121                                            Telephone:                           305-372-7970
Telephone:                         858-826-9889                Fax:                                 305-349-2030
Fax:                               858-826-9339                Email:                               Mmorgan1@telcordia.com
Email:                             Gary.d.shilling@saic.com
</TABLE>


11. OTHER TERMS AND CONDITIONS

         a)       ACCEPTANCE

         Acceptance of Services shall be deemed to have occurred upon having
performed such Services.



                                       11
<PAGE>

                       CONFIDENTIAL -- RESTRICTED ACCESS

The parties to this Work Statement agree to the terms of the Master Agreement
and this Work Statement and further represent that this Work Statement is
executed by duly authorized representatives as of the dates below.

NAP OF THE AMERICAS INC.                         TELCORDIA TECHNOLOGIES, INC.

By: /s/ Brian K. Goodkind                        By: /s/ Thelina Andersen
   ------------------------------------          -----------------------------

Name: Brian K. Goodkind                          Name: Thelina Andersen
     ---------------------------------                -------------------------

Title: Executive Vice President and COO          Title: Contract Manager
     -----------------------------------                -----------------------

Date:                                            Date: 1-31-01
      ----------------------------------              -------------------------









                                       12
<PAGE>
                                      PLAN, DESIGN AND BUILD OF THE PNAP NETWORK
                                                         WORK STATEMENT NO. 0010

-------------------------------------------------------------------------------


This Work Statement ("WS") is issued under the Professional Services Master
Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on
September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with the planning, design, and installation of a permanent Internet
Network Access Point ("PNAP") network at the Technology Center of the Americas
("TECOTA") location in Miami. Telcordia shall architect, design and deploy the
PNAP as described in this WS. Telcordia shall also design, and deploy a primary
on-site Network Operations Center ("NOC") for the PNAP. Backup network
operations activities will be accomplished at an off-site location and covered
in a separate WS. All operational activities will be covered in a separate Work
Statement. In the balance of this document, references to Telcordia activities
shall be understood to mean activities performed by either Telcordia, SAIC, or
both.

Telcordia shall provide the following Professional Services ("Services") to
NAPA:

         o        Update the existing design of the NAP, plan and develop a
                  prototype network architecture at Telcordia laboratories in
                  Red Bank, NJ to support the initial testing of the NAP
                  network;

         o        Update the existing design for the NAP network and operations
                  environment and deploy an operations environment that is
                  suitable for the PNAP;

         o        Configure and test of the NAP network for a limited number of
                  initial customers.

2. DESCRIPTION OF SERVICES

PNAP Network Architecture, Design and Deployment Support

Telcordia shall perform the following activities:

         (a)      NAP ARCHITECTURE: Telcordia shall update a network
                  architecture for the PNAP. This architecture will allow for
                  the extension of services from the Interim NAP site to the
                  PNAP site. The architecture will also support a higher traffic
                  volume than is currently available with any of the four






<PAGE>

                  competitive Tier 1 NAPs. This architecture will determine how
                  advanced services will be supported, (e.g., optical routing).
                  In addition, the architecture will support the ability to
                  provide services off-site in order to allow a simple expansion
                  to other nearby locations. The network architecture will
                  include a technical description of how private and public
                  peering functions will be supported, aspects of Internet
                  Protocol ("IP") routing connectivity including the IP address
                  plan and other capabilities of the PNAP.

         (b)      EQUIPMENT SELECTION: Telcordia shall evaluate the existing
                  network equipment products for use in the PNAP. If Telcordia
                  determines that there are some technical issues with vendor
                  equipment that cannot be resolved with the vendor
                  documentation, Telcordia shall conduct a technical comparison
                  and assess the functionality of each product. The technical
                  comparison will involve Telcordia testing equipment from
                  multiple vendors, and providing a technical comparison of
                  their features and performance. Based on this technical
                  information, and non-technical information such as pricing and
                  availability, Telcordia shall recommend and NAPA shall select
                  the appropriate equipment for the PNAP.

         (c)      NAP DESIGN: Telcordia shall develop a network design for the
                  PNAP. This design shall include the description of the
                  specific equipment to be used in the PNAP, and how this
                  equipment is interconnected to customer equipment and the
                  network management equipment. The design shall be sufficient
                  to support the initial number of customers specified in the
                  PNAP financial model. The design will also include the
                  capability to expand the NAP to support the maximum number of
                  customers specified in the financial model.

         (d)      NETWORK MANAGEMENT ARCHITECTURE: Telcordia shall develop a
                  network management architecture that will describe how the
                  PNAP can be managed. This will include support for a primary
                  Network Operations Center ("NOC") that is co-located with the
                  PNA.P ("Miami NOC") and a backup off-site NOC. It will also
                  support mechanisms for managing the Interim NAP equipment.

                  o        Definition of roles of Primary and Second NOCs for
                           PNAP to achieve objectives of cost containment and
                           monitoring levels.

                  o        Agreement on Levels of Monitoring for NAP and
                           Co-location space (one level or tiered).

                  o        Level of Automation for Each of the Five Network
                           Management Areas (Fault, Configuration, Accounting,
                           Performance, and Security - FCAPS).

                  o        Identification of Systems/Vendors for each FCAPS
                           area.

                  o        Reusing the appropriate systems from the Interim NAP
                           implementation, and the identification of systems
                           that need to be developed.

                  o        Concurrence on phased rollout for each area under
                           FCAPS



                                       2
<PAGE>

                  o        Preliminary Systems Integration and Instrumentation.

         (e)      METHODS & PROCEDURES: Telcordia shall develop several methods
                  and procedures for the PNAP. These methods and procedures will
                  be designed to be used in the PNAP and will include:
                  provisioning a new customer, troubleshooting the Miami NOC and
                  the collection and storage of network information.

                  o        Goal will be to reuse as many of the M&P developed
                           for the Interim NAP as possible.

                  o        Assumption is that staff currently on Interim NAP
                           will move to the PNAP (i.e., skill set will be
                           comparable).

                  o        M&Ps will be available electronically on operator
                           consoles.

                  o        M&Ps will be electronically linked to particular
                           activities in FCAPS (e.g., an alarm presented under
                           Fault Management on an operator screen will cause a
                           pop-up of the relevant M&P (this is a target
                           capability and will not be delivered at the beginning
                           of General Availability).

         (f)      NETWORK MANAGEMENT DESIGN: Telcordia shall develop a design
                  for the Miami NOC-based network management system. This design
                  will include the hardware and software required to implement
                  the features described in the network management architecture.
                  It will not include the design of the off-site NOC.

                  o        As per the NM architecture in item d above, the
                           design of the NM systems will use world class
                           hardware and software and be integrated and initially
                           system tested at the Telcordia Red Bank location.
                           Possible software solutions include: platforms from
                           Computer Associates, Action Request System (i.e.,
                           Remedy for Trouble Ticketing), Tivoli, HP OpenView,
                           and NetCool.

                  o        Final instrumentation of the NM systems will occur at
                           the PNAP.

                  o        Following instrumentation, operator training will
                           commence, followed by an Operational Readiness Test
                           (ORT).

         (g)      TEST PLAN: Telcordia shall develop a PNAP Test Plan for the
                  NAP network. The Test Plan shall include the processes to be
                  used to verify that the PNAP network (i) provides the features
                  specified in the Network Architecture, (ii) can be managed as
                  specified in the network management plan.

         (h)      NAP DEPLOYMENT: Telcordia shall deploy the PNAP network as
                  described in the PNAP design document in the Miami TECOTA
                  facility. The purchase or financing of the equipment used in
                  the PNAP network is beyond the scope of this WS.



                                       3
<PAGE>

         (i)      NOC DEPLOYMENT: Telcordia shall deploy a Miami NOC as
                  described in the network management design document. The
                  purchase or financing of the equipment used in this NOC is
                  beyond the scope of this WS.

         (j)      TESTING: Telcordia shall execute the Test Plan and provide a
                  written report indicating the results of the tests and
                  Telcordia's recommendations to address any deficiencies found
                  during testing.

         (k)      PHYSICAL DESIGN SUPPORT: Telcordia shall provide on-demand
                  professional services support for the design of the PNAP
                  facilities. This support can include: cabling specifications
                  for NAP and location space, particulate filtration
                  requirements, security assessment, electrical power
                  requirements, patch-panel specifications and management
                  process, etc. This WS pricing assumes up to ninety (90) hours
                  of on-demand consulting support during the term of this work
                  statement. NAPA is under no obligation to use the Physical
                  Design services listed in this paragraph.

         (l)      PROJECT MANAGEMENT: Telcordia shall provide project management
                  services in this WS. Telcordia shall also provide status
                  reports and on-demand information to NAPA in a mutually agreed
                  manner. Pricing of this WS assumes NAPA will require project
                  management support that is proportional to the support
                  provided under WS2.

3.       NAPA RESPONSIBILITIES

         (a)      Monty Bannerman shall be the single point of contact empowered
                  to make decisions related to the Services Within one (1) week
                  of contract execution.

         (b)      By FEBRUARY 1, 2001, NAPA must identify and make final
                  decisions on the contractual arrangement under which NAP
                  customers will lease co-location space within the PNAP
                  facility including:

                  o        Business rules surrounding denial and restoration of
                           service to NAPA's co-location customers;

                  o        Detailed service definitions, including billing
                           arrangements, pricing and discount arrangements;

                  o        Products and service portfolios NAPA shall offer its
                           customers.

                  o        The key sizing elements of the PNAP financial model
                           that are needed to complete the design of the PNAP.

         (c)      NAPA shall provide:

                  o        Access as required by Telcordia to facility
                           preparation schedules;



                                       4
<PAGE>

                  o        Agreed to commitment dates from the manager of the
                           TECOTA facility including commitments related to
                           improvements that may be necessary to the facility;

                  o        Access to NAPA personnel to assist in defining
                           billing, network and service operations;

                  o        A TECOTA facility with suitable infrastructure e.g.,
                           with adequate power, environmental conditions, and
                           security) as determined and agreed to jointly by NAPA
                           and Telcordia;

                  o        Procedures for escalation of network and customer
                           problems to appropriate NAPA personnel.

                  o        The purchase or lease agreements for acquiring the
                           NAP and NOC equipment for deployment in the TECOTA
                           facility.

         (d)      NAPA shall review any Deliverable document submitted by
                  Telcordia in draft form and notify Telcordia in writing within
                  ten (10) business days of any deficiencies in the draft
                  Deliverable document in sufficient detail to enable Telcordia
                  to make any necessary changes and submit to NAPA in final form
                  or notify Telcordia of a delay in the document review. If a
                  response is not received on the draft Deliverable within ten
                  (10) business days, the Deliverable will be deemed accepted by
                  NAPA.

         (e)      NAPA shall provide appropriate facilities at NAPA's sole
                  expense for Telcordia's use at the NAPA site, for the sole
                  purpose of providing NAPA the Services identified in this WS,
                  for the duration of the Services to be provided under this WS,
                  including but not limited to, work space, desk, telephones
                  with outside long distance line, workstation/PC with logins
                  and communications links to NAPA's network, and access to all
                  necessary systems, buildings and NAPA personnel.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.

4.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

         (a)      ESTIMATED AMOUNTS: Telcordia estimates that the fee for the
                  Services will be approximately Four Million, Eight Hundred
                  Thousand Dollars (US$4,800,000) ("Estimated Fee"), excluding
                  out of pocket expenses and materials. The Estimated Fee is
                  non-binding on Telcordia, Telcordia shall notify NAPA when it
                  reaches eighty-five percent (85%) of the Estimated Fee.
                  Telcordia shall obtain prior written approval to exceed the



                                       5
<PAGE>

                  Estimated Fee in the aggregate (fees plus reimbursable
                  expenses). Telcordia reserves the right to suspend the
                  performance of Services hereunder and toll the term of this WS
                  until NAPA approves in writing a revised Estimated Fee, if
                  any.

         (b)      BILLING: NAPA shall pay Telcordia for the Services on the
                  following basis:

                  1)       LABOR: All labor shall be reimbursed on an hourly
                           basis, based on the actual hours incurred multiplied
                           by the hourly rates as set forth below. The rates
                           below represent Preferred Pricing rates as defined in
                           Section 2 of the Master Agreement, as amended.
<TABLE>
<CAPTION>

                               ------------------ -------------------------------------- ----------------
                                     ROLE               NAP OF THE AMERICAS ROLES             RATE
                               ------------------ -------------------------------------- ----------------
<S>                                                       <C>                                 <C>
                                  Engineering                   Principal                     $315
                               ------------------ -------------------------------------- ----------------
                                  Engineering                   Principal                     $242
                               ------------------ -------------------------------------- ----------------
                                  Engineering                Senior Engineer                  $180
                               ------------------ -------------------------------------- ----------------
                                  Engineering                   Engineer                      $144
                               ------------------ -------------------------------------- ----------------
                                  Engineering              Associate Engineer                 $120
                               ------------------ -------------------------------------- ----------------
                                  Engineering                  Technician                      $95
                               ------------------ -------------------------------------- ----------------
                                  Engineering               Junior Technician                  $70
                               ------------------ -------------------------------------- ----------------
</TABLE>

                  2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall
                           reimburse Telcordia for all reasonable out-of-pocket
                           expenses incurred in connection with the Services,
                           including, but not limited to, travel, lodging,
                           meals, telephone, all materials purchased by
                           Telcordia exclusively for use in performing the
                           Services and contracted services provided by Third
                           Party Hardware and Software manufacturers, resellers
                           or integrators. Telcordia shall bill NAPA for these
                           out of pocket expenses at cost on a monthly basis.
                           Telcordia shall notify NAPA in advance of contracting
                           with third parties for services to complete this WS.

Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.

5.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Adobe Acrobat(R) format and in Microsoft Office format.

         (a)      DELIVERABLE 1: NAP ARCHITECTURE: Telcordia shall deliver an
                  architecture document and an associated presentation that
                  describes the PNAP architecture.

         (b)      DELIVERABLE 2: EQUIPMENT SELECTION: Results of the equipment
                  selection shall be included in the PNAP design document.



                                       6
<PAGE>

         (c)      DELIVERABLE 3: NAP DESIGN: Telcordia shall deliver a document
                  that describes the design of the PNAP.

         (d)      DELIVERABLE 4: NM ARCHITECTURE: Telcordia shall deliver an
                  architecture document and an associated presentation that
                  describes the PNA.P network management architecture.

         (e)      DELIVERABLE 5: METHODS AND PROCEDURES: Telcordia shall deliver
                  documentation for each set of methods and procedures that are
                  developed. The nature of the documentation and the number of
                  methods and procedures will be decided by mutual consent of
                  NAPA and Telcordia.

         (f)      DELIVERABLE 6: NM DESIGN: Telcordia shall deliver a document
                  that describes the design of the Miami NOC.

         (g)      DELIVERABLE 7: TEST PLAN: Telcordia shall deliver a test plan
                  document that will be used to execute the testing of the PNAP.

         (h)      DELIVERABLE 8: NAP DEPLOYMENT: Telcordia shall deliver a
                  tested NAP to the TECOTA facility that meets the design
                  specified in the NAP design document The purchase or financing
                  of the equipment used in this NAP will be covered in a
                  separate WS.

         (i)      DELIVERABLE 9: NOC DEPLOYMENT: Telcordia shall deliver a
                  tested NOC to the TECOTA facility that meets the design
                  specified in the NOC design document. The purchase or
                  financing of the equipment used in this NOC will be covered in
                  a separate WS.

         (j)      DELIVERABLE 10: TESTING: Telcordia shall deliver a written
                  report indicating the results of the tests and Telcordia's
                  recommendations to address any deficiencies found during
                  testing.

         (k)      DELIVERABLE 11: PHYSICAL DESIGN SUPPORT: Specific deliverables
                  and reports shall be defined by mutual agreement of both NAPA
                  and Telcordia.

         (l)      DELIVERABLE 12: PROJECT MANAGEMENT: Telcordia shall also
                  provide status reports and on-demand information to NAPA in a
                  mutually agreed manner.

6.       SCHEDULE OF SERVICES

The term of this WS is January 12, 2001 through December 31, 2001.

The following schedule is provided for information and planning purposes only
until such time as a detailed project schedule is developed and agreed upon in
writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree
to work cooperatively and in good faith toward developing the Definitive Project



                                       7
<PAGE>

Schedule within two (2) weeks of execution of this WS. AU project milestones and
their dependencies will be reflected in the Definitive Project Schedule.
<TABLE>
<CAPTION>

========= ====================================================================== =====================================
                                        MILESTONE                                          ESTIMATED DATE*
========= ====================================================================== =====================================
<S>       <C>                                                                     <C>
1.        Execution of WS                                                        January 16, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
2.        Start of Work                                                          January 25, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
3.        Preliminary NAP and NM Architecture for Review                         February 23, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
4.        NAP Network Architecture                                               March 9, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
5.        Network Management Architecture                                        March 9, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
6.        Equipment Selection                                                    March 23, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
7.        NAP Network Design Working Draft                                       April 16, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
8.        Methods and Procedures Working Draft Complete                          May 31, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
9.        NAP Test Plan Complete                                                 May 1, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
10.       NAP Equipment Deployed in TECOTA                                       May 18, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
11.       Initial NOC Equipment Deployed in TECOTA                               May 18, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
12.       NAP and Initial NOC Integration Test Complete                          May 30, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
13.       Miami NOC Staff Training Complete                                      June 15, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
14.       Finalize NAP Design                                                    June 15, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
15.       Operational Readiness Test                                             June 22, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
16.       Finalize Initial Methods and Procedures                                June 29, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
17.       Start Controlled Introduction                                          June 30, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
18.       Finalize Complete Set of Methods and Procedure                         July 20, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
19.       NAP arid Final NOC Integration Test Complete                           August 31, 2001
--------- ---------------------------------------------------------------------- -------------------------------------
--------- ---------------------------------------------------------------------- -------------------------------------
20.       Start General Availability                                             August 31, 2001
--------- ---------------------------------------------------------------------- -------------------------------------

*Estimated dates may vary and may be dependent upon input by NAPA.
</TABLE>

7.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.

8.       TELCORDIA CONTACTS
<TABLE>
<CAPTION>

          TECHNICAL CONTACT                                        ADMINISTRATIVE CONTACT
          -----------------                                        ----------------------
<S>                           <C>                         <C>                      <C>
Richard Nici                                               Max Figueroa
Director, Broadband Networking and e-Business              General Manager, Broadband Networking and e-Business
331 Newman Springs Rd.                                     331 Newman Springs Rd.
Red Bank, NJ 07701                                         Red Bank, NJ 07701
Telephone:        732-758-5447                             Telephone:        732-758-2218
Fax:              732-758-4177                             Fax:              732-758-4177
Email:            rnici @telcordia.com                     Email:            mfiguero @ telcordia.com
</TABLE>

                                       8
<PAGE>

9.       OTHER TERMS AND CONDITIONS

         (a)      Acceptance of Services

         Acceptance of Services shall be deemed to have occurred upon having
performed such Services.

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:                                  TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.

By:    /s/ Brian K. Goodkind               By:       /s/ Thelina E. Andersen
       ----------------------------------      ------------------------------

Name:    Brian K. Goodkind                  Name:     Thelina E. Andersen
         --------------------------------             -------------------

Title:   Executive Vice President & COO     Title:    Senior Contract Manager
         --------------------------------             -----------------------

Date:                                       Date:
         --------------------------------



                                       9
<PAGE>
                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 1NAP10-1 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 27TH
day of March, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.


         1.       Title of Scope Change: Resale of Hardware for Permanent NAP in
                  Miami.


         2.       Date of Scope Change: March 28, 2001


         3.       Originator of Scope Change: Max Figueroa


         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase hardware in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.


         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o        Upon NAPA' s written approval of the quote for
                           hardware, and associated support contracts, contained
                           in Attachment A "Hardware", NAPA will issue a
                           Purchase Order to Telcordia for the full amount of
                           the hardware. Telcordia shall then order and take
                           delivery of such Hardware.

                  o        Upon completion of the development of the solution
                           using the Hardware as described in Work Statement
                           1NAP10, Telcordia shall ship, at NAPA's expense
                           including insurance coverage, the Hardware to a
                           secure location designated by NAPA in Miami. All
                           equipment will be considered accepted by NAPA upon
                           delivery to its designated destination.

                  o        In no event shall Telcordia have any liability in
                           connection with shipment, nor shall the carrier be
                           deemed to be an agent of Telcordia. Telcordia shall
                           not be liable for damage or penalty for delay in
                           delivery or for failure to give notice of any delay.


         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for Hardware by March 30, 2001.


         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Hardware on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Hardware
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $508,055.13 ("Advance Payment")
                  in advance of Telcordia's issuance of a purchase order for the
                  Hardware.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Hardware within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to Sun Microsystems, Inc. ("Sun"), which


<PAGE>

                  is the Telcordia price per Attachment A ("Vendor Payment") for
                  the equipment within the same thirty (30) day period,
                  Telcordia will return to NAPA the Vendor Payment either as a
                  cash payment or a credit to the oldest outstanding invoice.
                  The form of return payment will be either a check or a credit
                  to NAPA, at NAPA's option, subject to the following: (1) If
                  NAPA has an outstanding debit balance with Telcordia, the
                  credit and/or check shall be reduced by the amount of the
                  debit balance and the debit balance will be satisfied first;
                  and (2) Telcordia shall retain the difference between the
                  Advance Payment and Vendor Payment in consideration for
                  Telcordia purchasing Hardware for resale to NAPA. Telcordia
                  shall also provide the Leasing Company with an assignment
                  letter assigning full right and title to the Hardware
                  purchased in satisfaction of all Telcordia obligations under
                  this agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

The following additional terms apply to the resale of hardware as described in
this change order.

                  o        TRANSFER OF TITLE: After payment in full is received
                           by Telcordia for the Hardware, Telcordia will ship
                           such items, at NAPA's expense including insurance
                           coverage, to a location designated by NAPA, no later
                           than thirty (30) calendar days after payment has been
                           received. Title to such Hardware obtained by
                           Telcordia for resale to NAPA shall pass to NAPA upon
                           receipt of the items so purchased.

                  o        HARDWARE AND SOFTWARE: NAPA further acknowledges that
                           Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY
                           WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR
                           IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE
                           HARDWARE ACQUIRED BY NAPA UNDER THIS CHANGE ORDER,
                           INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
                           DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE
                           MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR
                           ANY PARTICULAR PURPOSE; (3) as to the quality or
                           capacity of the Hardware , the materials in the
                           Hardware ,or workmanship in the Hardware; (4) as to
                           any latent defects in the Hardware; (5) as to any
                           patent infringement; and (6) as to the compliance of
                           the Hardware with any requirements of any law, rule,
                           specification, or contract pertaining thereto.

                  o        PROBLEMS WITH HARDWARE. If the Hardware is not
                           properly installed, does not operate as represented
                           or warranted by the manufacturer, publisher or the
                           supplier, NAPA shall make a claim on account thereof
                           solely against the supplier, publisher or
                           manufacturer and shall, nevertheless, pay Telcordia
                           all fees payable hereunder. As between NAPA and
                           Telcordia, and only in those instances where the
                           manufacturer, publisher or supplier has provided any
                           maintenance agreement, warranty or guaranty of any
                           nature whatsoever applicable to the Hardware,
                           Telcordia hereby assigns to NAPA whatever assignable



                                                                          Page 2
<PAGE>


                           interest Telcordia may have in such maintenance
                           agreement, warranty or guaranty. The aforesaid
                           assignment shall not in any way be deemed to limit,
                           negate, or otherwise affect the disclaimer of
                           warranties contained in the preceding paragraphs.
                           Telcordia shall not incur any duties arising out of
                           any manufacturer's, supplier's or publisher's
                           warranties or guarantees, except as otherwise
                           expressly set forth herein. Further, Telcordia shall
                           not incur any liability whatsoever arising out of any
                           claims by NAPA or breach of any manufacturer's,
                           supplier's or publisher's warranties or guarantees
                           applicable to the Hardware.

                  o        DELIVERY AND INSPECTION. NAPA will accept the
                           Hardware provided by Telcordia upon its delivery to
                           the Permanent NAP.

                  o        LOSS OR DAMAGE. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided by Telcordia, NAPA shall bear the entire
                           risk of loss, theft, destruction, or damage of the
                           Hardware provided by Telcordia or any portion thereof
                           from any cause whatsoever. The total or partial
                           destruction of any such Hardware, or total or partial
                           loss of use or possession thereof by NAPA, shall not
                           release or relieve NAPA from the duty to pay the fees
                           herein provided. Telcordia shall not be obligated to
                           undertake, by litigation or otherwise, the collection
                           of any claim against any person for loss or damage of
                           such Hardware.

                  o        ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's
                           good faith acceptance of a tax exemption certificate
                           does not represent an assurance that the State will
                           also accept the certificate as valid at the time of
                           audit review. NAPA is responsible for any future
                           audit adjustment if the certificate is not accepted.
                           NAPA agrees to reimburse Telcordia for the amount of
                           audit adjustment and the aggregate of tax, interest,
                           and penalty, if a certificate is subsequently denied.

                  o        INDEMNITY. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided in this section and/or any other related
                           Work Statement, (i) NAPA assumes the risk of
                           liability arising from or pertaining to the
                           possession, operation, or use of the Hardware; and
                           (ii) NAPA hereby agrees to defend, indemnify and hold
                           Telcordia harmless from and against any and all
                           claims, costs, expenses, damages, and liabilities
                           arising from or pertaining to the use, possession, or
                           operation of such Hardware.


         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.


AGREED BY:                                TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By:      /s/ BRIAN K. GOODKIND            By: /s/ THELINA E. ANDERSEN
         ------------------------            -----------------------------
Name:    Brian K. Goodkind                Name:    Thelina E. Andersen
Title:   C.O.O. & V.P.                    Title:   Senior Contract Manager
Date:    4-13-01                          Date:    4/13/01








                                                                          Page 3
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
------------------------------------------- -------- --------------- ------------ --------------------------------------------
         SUN (1ST ORDER) HARDWARE QUOTE
---------------------------------------------------- --------------- ------------ --------------------------------------------
<S>                                            <C>        <C>          <C>        <C>
1.0 ES400 (quote no. WTSP-ML-4200057-B)        1                     $254,027.57  E4500 Server
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.1 E4503-RR1                                  1         $30,650.00   $22,589.05  Rack-Ready Sun Enterprise 4500 Server
                                                                                  chassis with side panels removed and
                                                                                  rack-mount rail kit included, one DVD10,
                                                                                  one Power/Cooling Module, Solaris Server
                                                                                  License. (Standard Product Configuration
                                                                                  when Standard Configuration Rules
                                                                                  Followed; For 72-inch StorEdge Cabinets).
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.2 2602A-P83                                  3         $56,000.00  $125,142.60  EXX00 CPU/Memory Board, two 400-MHz/8-MB
                                                                                  UItraSPARC Modules, one 2-GB Memory
                                                                                  option, available as factory-configured
                                                                                  option for EXX00 servers. OEM Ready - 03/00
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.3 2632A-PP-A                                 1         $12,800.00    $9,433.60  Two EXX00 PCI I/o Boards. Each Board has
                                                                                  two empty 66 Mhz short PCI slots, on-board
                                                                                  10/100 Mbit Fast Ethernet and Fast/Wide
                                                                                  SCSI, two 5.0 volt riser cards
                                                                                  pre-installed, incl. 2 additional 3.3 volt
                                                                                  riser cards Factory installed option, One
                                                                                  Power Cooling Module.
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.4 2612A                                      1          $6,500.00    $4,790.50  EXX00 Sbus I/O Board w/three empty Sbus
                                                                                  slots, two empty 100 MB/sec FC-AL sockets,
                                                                                  one 10/100 MB/sec Ethernet (Twisted pair
                                                                                  or MII) Interface. OEM ready - 5/98
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.5 1065A                                      1          $1,295.00      $954.42  Sbus Ultra Differential F/W Intelligent
                                                                                  SCSI Host Adapter.
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.6 1049A                                      1          $1,995.00    $1,470.32  Quad FastEthernet 2.0 Sbus Card (QFE)
                                                                                  supports Sun Trunking 1.0 software
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.7 X311L                                      1                                  Localized Power Cord Kit North
                                                                                  American/Asian
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.8 SOLXS-080B9AY9                             1            $100.00       $73.70  Solaris 8 Standard, Latest Release
                                                                                  English-Only Media Kit
------------------------------------------- -------- --------------- ------------ --------------------------------------------
</TABLE>


                                                                          Page 4
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
------------------------------------------- -------- --------------- ------------ --------------------------------------------
<S>                                            <C>        <C>          <C>        <C>

1.9 NS-XDSKD130-36GAC                          1          $2,495.00    $2,277.94  Rackable thin storage 1U high,
                                                                                  rackmount-ready disk pack with 2x18GB,
                                                                                  l0Krpm hot-swap drives U1traSCSI SE to
                                                                                  host, AC powered 19" fixed mount included.
                                                                                  19" rail mount (t1 mount) available
                                                                                  separately (standard configuration)
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.10 95A                                       2          $1,800.00    $2,653.20  Enterprise Power/Cooling Module, 300W
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.11 XT3AES-RS-22-655                          1        $105,150.00   $77,495.55  655GB Sun StorEdge T3Es, includes 2xT3
                                                                                  arrays configured in 1 partner group,
                                                                                  preconfigured as two RAID 5 LUN's (8+1),
                                                                                  18x36.4GB 10K RPM FC-AL drives, 2xl5 meter
                                                                                  fibre optic cables, 2 Unit Interconnect
                                                                                  cables, installed in a 72" StorEdge
                                                                                  Expansion cabinet, fans and door included,
                                                                                  two 8 port FC switches with 5 GBIC's each,
                                                                                  2 year Sun Spectrum Gold Warranty
                                                                                  included, SRS Ready, Standard Configuration
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.12 6799A                                     2          $2,000.00    $2,948.00  PCI Single FC Network Adapter 100MB/s with
                                                                                  optical interface
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.13VVMT3-311-9999                             1                                  VERITAS Volume Manager 3.1.1 on
                                                                                  Solaris, for T3, License for
                                                                                  Desktop, Workgroup &
                                                                                  Departmental Server Class,
                                                                                  Media Kit & Documentation
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.14 SCMMS-210-R99R                            1                                  Component Manager 2.1 Media Kit and
                                                                                  Documentation L10N local language version
                                                                                  featuring English, French, Japanese,
                                                                                  Korean, Simplified Chinese and Traditional
                                                                                  Chinese.
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.15 X3858A                                    2                                  U.S./Canada power cord for
                                                                                  StorEdge expansion cabinet
                                                                                  (NEMA L6-30P plug)
------------------------------------------- -------- --------------- ------------ --------------------------------------------

</TABLE>

                                                                          Page 5
<PAGE>
<TABLE>
<CAPTION>

------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
------------------------------------------- -------- --------------- ------------ --------------------------------------------
<S>                                            <C>        <C>          <C>        <C>

1.16 X9660A                                    1            $100.00       $73.70  1 RU Air Baffle for 72" StorEdge Rack
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.17 SERVER-INSTALL                            1          $2,250.00    $2,475.00  ServerStart installation service for Sun
                                                                                  workgroup and Enterprise servers (exluding
                                                                                  E10000)
------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.18 ARRAY-INST-BASE                           1          $1,500.00    $1,650.00  Sun StorEdge ArrayStart installation
                                                                                  service Base Charge. ArrayStart Base
                                                                                  Charge plus Per-GB Charge provides
                                                                                  hardware and software installation and
                                                                                  configuration of Sun StoreEdge Arrays.
------------------------------------------- ------------------------------------- --------------------------------------------
SUBTOTAL FOR LINES 1.0 - 1.18                                        $245,027.57
------------------------------------------- ------------------------------------- --------------------------------------------
2.0 ES4000                                     1                                  ES4500 Server
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.1 ES503-RR1                                  1         $30,650.00   $22,589.05  Rack-Ready Sun Enterprise 4500
                                                                                  Server chassis with side panels
                                                                                  removed and rack-mount rail kit
                                                                                  included, one DVD10, one
                                                                                  Power/Cooling Module, Solaris
                                                                                  Server License. (Standard
                                                                                  Product Configuration when
                                                                                  Standard Configuration Rules
                                                                                  Followed; For 72-inch StorEdge
                                                                                  Cabinets).
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.2 2602A-P83                                  3         $56,000.00  $125,142.60  EXX00 CPU/Memory Board, two 400-
                                                                                  MHz/8-MB UItraSPARC Modules, one 2-GB
                                                                                  Memory option, available as
                                                                                  factory-configured option for EXX00
                                                                                  servers.
                                                                                  OEM Ready - 03/00
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.3 2632A-PP-A                                 1         $12,800.00    $9,433.60  Two EXX00 PCI I/O Boards. Each Board has
                                                                                  two empty 66 Mhz short PCI slots, on-board
                                                                                  10/100 Mbit Fast Ethernet and Fast/Wide
                                                                                  SCSI, two 5.0 volt riser cards
                                                                                  pre-installed, mci. 2 additional 3.3 volt
                                                                                  riser cards Factory installed option, One
                                                                                  Power Cooling Module.
------------------------------------------- -------- --------------- ------------ --------------------------------------------

</TABLE>

                                                                          Page 6
<PAGE>
<TABLE>
<CAPTION>

------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
------------------------------------------- -------- --------------- ------------ --------------------------------------------
<S>                                            <C>        <C>          <C>        <C>
2.4 2612A                                      1          $6,500.00    $4,790.50  EXX00 Sbus I/O Board w/three empty Sbus
                                                                                  slots, two empty 100 MB/sec FC-AL sockets,
                                                                                  one 10/100 MB/sec Ethernet (Twisted pair
                                                                                  or Mu) Interface. OEM ready - 5/98
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.5 1065A                                      1          $1,295.00      $954.42  Sbus Ultra Differential F/W Intelligent
                                                                                  SCSI Host Adapter.
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.6 1049A                                      1          $1,995.00    $1,470.32  Quad FastEthernet 2.0 Sbus Card (QFE)
                                                                                  supports Sun Trunking 1.0 software
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.7 X311L                                      1                                  Localized Power Cord Kit North
                                                                                  American/Asian
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.8 SOLZS-080B9AY9                             1            $100.00       $73.70  Solaris 8 Standard, Latest Release
                                                                                  English-Only Media Kit
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.9 NS-XDSKD130-36GAC                          1          $2,495.00    $2,277.94  Rackable thin storage lU high,
                                                                                  rackmourtt-ready disk pack with 2x18GB,
                                                                                  l0Krpm hot-swap drives U1traSCSI SE to
                                                                                  host, AC powered 19" fixed mount included.
                                                                                  19" rail mount (t1 mount) available
                                                                                  separately (standard configuration)
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.10 954A                                      2          $1,800.00    $2,653.20  Enterprise Power/Cooling Module, 300W
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.11 XT3AS-RS-22-655                           1        $105,150.00   $77,495.55  655GB Sun StorEdge T3Es, includes 2xT3
                                                                                  arrays configured in 1 partner group,
                                                                                  preconfigured as two RAID 5 LUN's (8+1),
                                                                                  18x36.4GB 10K RPM FC-AL drives, 2x15 meter
                                                                                  fibre optic cables, 2 Unit Interconnect
                                                                                  cables, installed in a 72" StorEdge
                                                                                  Expansion cabinet, fans and door included,
                                                                                  two 8 port FC switches with 5 GEIC's each,
                                                                                  2 year Sun Spectrum Gold Warranty
                                                                                  included, SRS Ready, Standard Configuration
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.12 6799A                                     2          $2,000.00    $2,948.00  PCI Single FC Network Adapter 100MB/s with
                                                                                  optical interface
------------------------------------------- -------- --------------- ------------ --------------------------------------------
</TABLE>

                                                                          Page 7
<PAGE>



<TABLE>
<CAPTION>

------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
------------------------------------------- -------- --------------- ------------ --------------------------------------------
<S>                                            <C>        <C>          <C>        <C>
2.13 VVMT3-311-9999                            1                                  VERITAS Volume Manager 3.1.1 on
                                                                                  Solaris, for T3, License for Desktop,
                                                                                  Workgroup & Departmental Server Class,
                                                                                  Media Kit & Documentation
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.14 SCMMS-210-R99R                            1                                  Component Manager 2.1 Media Kit and
                                                                                  Documentation L10N local language version
                                                                                  featuring English, French, Japanese,
                                                                                  Korean, Simplified Chinese and Traditional
                                                                                  Chinese.
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.15 X3858A                                    2                                  U.S./Canada power cord for StorEdge
                                                                                  expansion cabinet (NEMA L6-30P plug)
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.16 X9660A                                    1            $100.00       $73.70  1 RU Air Baffle for 72" StorEdge Rack
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.17 SERVER-INSTALL                            1          $2,250.00    $2,475.00  ServerStart installation service for Sun
                                                                                  workgroup and Enterprise servers (exluding
                                                                                  E10000)
------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.18 ARRAY-INST-BASE                           1          $1,500.00    $1,650.00  Sun StorEdge ArrayStart installation
                                                                                  service Base Charge. ArrayStart Base
                                                                                  Charge plus Per-GB Charge provides
                                                                                  hardware and software installation and
                                                                                  configuration of Sun StoreEdge Arrays.
------------------------------------------- ------------------------------------- --------------------------------------------
SUBTOTAL FOR LINES 2.0 - 2.18                                        $245,027.57
------------------------------------------- ------------------------------------- --------------------------------------------
          SUN (1ST ORDER) HARDWARE QUOTE                             $508,055.13
---------------------------------------------------- --------------- ------------ --------------------------------------------


</TABLE>

                                                                          Page 8

<PAGE>
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TELCORDIA(TM)
TECHNOLOGIES
PERFORMANCE FROM EXPERIENCE


                            SCOPE CHANGE CONTROL FORM

THIS Scope Change No. 1NAP10-2 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13
day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Resale of Software for Permanent NAP in
                  Miami.

         2.       Date of Scope Change: April 13, 2001.

         3.       Originator of Scope Change: Max Figueroa.

         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase software ("Software") and the associated professional
                  services provided by the designated software vendors outlined
                  in Attachment A, in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.

         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o        Upon NAPA's approval of the quote for Software, and
                           associated support contracts, contained in Attachment
                           A, NAPA will issue a Purchase Order to Telcordia for
                           the full amount of the Software. Telcordia shall then
                           order and take delivery of such Software.

                  o        Upon completion of the development of the solution
                           using the Software as described in Work Statement
                           1NAP10, Telcordia shall ship, at NAPA's expense
                           including insurance coverage, the Software to a
                           secure location designated by NAPA in Miami. All
                           equipment and integrated Software will be considered
                           accepted by NAPA upon delivery to its designated
                           destination.

                  o        In no event shall Telcordia have any liability in
                           connection with shipment, nor shall the carrier be
                           deemed to be an agent of Telcordia. Telcordia shall
                           not be liable for damage or penalty for delay in
                           delivery or for failure to give notice of any delay.



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                        CONFIDENTIAL -- RESTRICTED ACCESS

         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for the Software by April 13, 2001.

         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Software on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Software,
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $418,820.39 ("Advance Payment")
                  in advance of Telcordia's issuance of a purchase order for the
                  Software.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Software within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to each of the vendors, Veritas and
                  Aperture, as listed in Attachment A ("Vendor Payment") for the
                  Software within the same thirty (30) day period, Telcordia
                  will return to NAPA the Vendor Payment either as. a cash
                  payment or as a credit to the oldest outstanding invoice. The
                  form of return payment will be either a check or a credit to
                  NAPA, at NAPA's option, subject to the following: (1) If NAPA
                  has an outstanding debit balance with Telcordia, the credit
                  and/or check shall be reduced by the amount of the debit
                  balance and the debit balance will be satisfied first; and (2)
                  Telcordia shall retain the difference between the Advance
                  Payment and Vendor Payment in consideration for Telcordia
                  purchasing Software for resale to NAPA. Telcordia shall also
                  provide the Leasing Company with an assignment letter
                  assigning full right and title to the Software purchased in
                  satisfaction of all Telcordia obligations under this
                  agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

                  The following additional terms apply to the resale of Software
                  as described in this change order.

                  o        SOFTWARE LICENSES: After payment in full is received
                           by Telcordia for the Software, Telcordia will accept
                           delivery and install the Software. Telcordia will
                           ship such Software, at NAPA's expense including
                           insurance coverage, to a location designated by NAPA,
                           in accordance with the schedule in Contract No.
                           1NAP10. Software Licenses obtained by Telcordia for
                           NAPA under this Change Order will be passed through
                           directly to NAPA. The Software License Agreements in
                           Attachments C and D shall be executed directly
                           between NAPA and each Software vendor. Ownership of
                           the Software shall remain at all times with the
                           publisher of such Software.




                                       2
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS



                  o        SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT Telcordia
                           HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
                           REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY
                           KIND WHATSOEVER WITH RESPECT TO THE SOFTWARE ACQUIRED
                           BY NAPA UNDER THIS CHANGE ORDER, INCLUDING BUT NOT
                           LIMITED TO: (1) AS TO THE FITNESS, DESIGN, OR
                           CONDITION OF THE SOFTWARE; (2) AS TO THE
                           MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR
                           ANY PARTICULAR PURPOSE; (3) as to the quality or
                           capacity of the Software; (4) as to any latent
                           defects in the Software; (5) as to any patent
                           infringement; and (6) as to the compliance of the
                           Software with any requirements of any law, rule,
                           specification, or contract pertaining thereto.

                  o        PROBLEMS WITH SOFTWARE. If the Software is not
                           properly installed, does not operate as represented
                           or warranted by the manufacturer, publisher or the
                           supplier, NAPA shall make a claim on account thereof
                           solely against the supplier, publisher or
                           manufacturer and shall, nevertheless, pay Telcordia
                           all fees payable hereunder. As between NAPA and
                           Telcordia, and only in those instances where the
                           manufacturer, publisher or supplier has provided any
                           maintenance agreement, warranty or guaranty of any
                           nature whatsoever applicable to the Software,
                           Telcordia hereby assigns to NAPA whatever assignable
                           interest Telcordia may have in such maintenance
                           agreement, warranty or guaranty. The aforesaid
                           assignment shall not in any way be deemed to limit,
                           negate, or otherwise affect the disclaimer of
                           warranties contained in the preceding paragraphs.
                           Telcordia shall not incur any duties arising out of
                           any manufacturer's, supplier's or publisher's
                           warranties or guarantees, except as otherwise
                           expressly set forth herein. Further, Telcordia shall
                           not incur any liability whatsoever arising out of any
                           claims by NAPA or breach of any manufacturer's,
                           supplier's or publisher's warranties or guarantees
                           applicable to the Software.

                  o        DELIVERY AND INSPECTION. NAPA will accept the
                           Software provided by Telcordia upon its delivery to
                           the Permanent NAP.

                  o        LOSS OR DAMAGE. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided by Telcordia, NAPA shall bear the entire
                           risk of loss, theft, destruction, or damage of the
                           Software provided by Telcordia or any portion thereof
                           from any cause whatsoever. The total or partial
                           destruction of any such Software, or total or partial
                           loss of use or possession thereof by NAPA, shall not
                           release or relieve NAPA from the duty to pay the fees
                           herein provided. Telcordia shall not be obligated to
                           undertake, by litigation or otherwise, the collection
                           of any claim against any person for loss or damage of
                           such Software.

                  o        ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's
                           good faith acceptance of a tax exemption certificate
                           does not represent an assurance that the State will
                           also accept the certificate as valid at the time of




                                       3
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS

                           audit review. NAPA is responsible for any future
                           audit adjustment if the certificate is not accepted.
                           NAPA agrees to reimburse Telcordia for the amount of
                           audit adjustment and the aggregate of tax, interest,
                           and penalty, if a certificate is subsequently denied.

                  o        INDEMNITY. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided in this section and/or any other related
                           Work Statement, (i) NAPA assumes the risk of
                           liability arising from or pertaining to the
                           possession, operation, or use of the Software; and
                           (ii) NAPA hereby agrees to defend, indemnify and hold
                           Telcordia harmless from and against any and all
                           claims, costs, expenses, damages, and liabilities
                           arising from or pertaining to the use, possession, or
                           operation of such Software.

         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.

AGREED BY:
NAP OF THE AMERICAS INC.                    TELCORDIA TECHNOLOGIES, INC.


By: /s/ BRIAN K. GOODKIND                   By: /s/ THELINA ANDERSEN
    ---------------------------------           -------------------------------
Name: BRIAN K. GOODKIND                     Name: THELINA ANDERSEN
      -------------------------------             -----------------------------
Title: COO & EXECUTIVE VICE PRESIDENT       Title: SENIOR CONTRACT MANAGER
       ------------------------------              ----------------------------
Date: 4-13-01                               Date: 4-23-01
      -------------------------------             -----------------------------



                                       4
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A
<TABLE>
<CAPTION>

------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
<S>                                                   <C>                       <C>             <C>
VERITAS SOFTWARE PRODUCTION QUOTE

                 SL-ORV1-1500-2                       2      $30,300            $  49,995       ORACLE CLUSTER 2 NODES E4500
                                                                                                VERITAS Oracle Database
                                                                                                Edition HA
                                                                                                Contains Foundation Suite
                                                                                                (Volume Manager, File System),
                                                                                                DataBase Edition for Oracle
                                                                                                (Enables increased
                                                                                                performance/management for
                                                                                                Oracle) and Cluster Server
                 PS-ORV1-1500-2                       2               $  6,969  $  13,032       VERITAS Oracle Database Edition
                                                                                                HA 7x24 support
                   900-001185                         1      $   200            $     200       Media and Docs

                 SL-FST1-1500-1                       4      $ 5,095            $  16,814       E220R Servers
                                                                                                VERITAS Foundation Suite Contains
                                                                                                Volume Manager and File System
                 PS-FST1-1500-1                       4               $  1,171  $   4,380       VERITAS Foundation Suite 7x24
                                                                                                Support
                   900-001193                         2      $   150            $     330       Media Docs
                  SL-VMW2-0000                        2      $ 1,695            $   2,797       WIN2K SERVERS
                                                                                                Volume Manager Win2K, 1 CPU
                  PS-VMW2-0000                        2               $    389  $     727       Volume Manager Win2K, 1 CPU, 7x24
                                                                                                Support
                  SL-VMW2-0001                        2      $   695            $   1,147       Volume Manager Win2K Additional 1
                                                                                                CPU License
                  PS-VMW2-0001                        2               $    159  $     297       Volume Manager Win2K Additional 1
                                                                                                CPU 7x24 Support
                   900-001153                         2      $    50            $     110       Media and Docs
</TABLE>

                                       5
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                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A
<TABLE>
<CAPTION>

------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
<S>                                                   <C>                       <C>             <C>

                 SL-NDSE-0000-2                       1      $13,000  $  9,750  $  10,725       BACKUP SOLUTION FOR PRODUCTION
                                                                                                ENVIRONMENT
                                                                                                NetBackup DataCenter Media Server
                                                                                                E4500
                                                                                                Allows for direct and attached
                                                                                                management of DLT tape drives
                 PS-NDSE-0010-2                       1      $ 2,990  $  2,542  $   2,796       NetBackup DataCenter Media
                                                                                                Server for E4500 7x24 Support
                 SL-NDOR-0001-2                       2      $11,200  $  8,400  $  18,480       NetBackup DataCenter Oracle BLI
                                                                                                Agent
                                                                                                Enables Block Level
                                                                                                Incremental Backups for faster
                                                                                                recovery of Oracle
                 PS-NDOR-0001-2                       2               $  2,576  $   4,817       NetBackup DataCenter Oracle BLI
                                                                                                Agent 7x24 Support
                 SL-NDSE-0000-1                       1      $10,000  $  7,500  $   8,250       Netbackup DataCenter Master
                                                                                                Server E220
                 PS-NDSE-0000-1                       1               $  2,300  $   2,151       NetBackup DataCenter Master
                                                                                                Server for E220 7x24 Support
                 SL-NDCL-0000-2                       4      $   800  $    600  $   2,640       NetBackup DataCenter Clients E220
                 PS-NDCL-0000-2                       4               $    144  $     539       NetBackup DataCenter Clients E220
                                                                                                7x24 Support
                 SL-NDCL-0001-2                       2      $   800  $    600  $   1,320       NetBackup DataCenter Clients Win2k
                 PS-NDCL-0001-2                       2               $    184  $     344       NetBackup DataCenter Clients
                                                                                                Win2k 7x24 Support
                  SL-NDTL-0000                        4      $ 3,000  $  2,250  $   9,900       NetBackup Library Hosted Drive
                                                                                                License per tape drive
                  PS-NDTL-0000                        4               $    690  $   2,581       NetBackup Library Hosted Drive
                                                                                                7x24 Support
                   900-001134                         1      $   200            $     200       Media and Docs
                   900-001135                         1      $   200            $     200       Media and Docs Win2K

       VERITAS SOFTWARE PRODUCTION TOTAL                                        $ 154,830.39

</TABLE>

                                       6
<PAGE>

                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A
<TABLE>
<CAPTION>
------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
<S>                                                   <C>                       <C>             <C>
         VERITAS PROFESSIONAL SERVICES

                  CS-NBS1-9900                        1      $12,000            $  10,200       NetBackup Services Requested
                                                                                                NetBackup ProLaunch Service
                                                                                                Initial installation of Master
                                                                                                and Media Servers, Run books and
                                                                                                custom configuration of backup
                                                                                                schedules and retention periods
                  CS-NBUD-9900                        3      $ 1,000            $   2,550       Each Add NBU Database or App. Ext.
                                                                                                Installation of Oracle Agents for
                                                                                                online backup of Oracle and BLIB
                                                                                                installations
                  CS-NBV1-9900                        1      $20,000            $  17,000       Netbackup Vault Extension
                                                                                                ProLaunch
                                                                                                Installation of automated
                                                                                                vaulting component of NBU and
                                                                                                duplication scripts
                  CS-NBVM-9900                        1               $  2,000  $   3,400       NetBackup Vault Extension Yearly
                                                                                                Support (Standard)
                  CS-EDH1-1500                        2      $15,400            $  26,180       UNIX VCS Services Requested
                                                                                                Database Edition/HA ProLaunch
                                                                                                Includes installation of
                                                                                                Foundation Suite, DataBase
                                                                                                Edition for Oracle, VCS for 2
                                                                                                nodes
                  CS-FOU1-1500                        1      $ 9,600            $   8,160       Foundation Suite ProLaunch
                                                                                                Installation of Foundation Suite
                                                                                                for E220 servers
                  CS-VCEA-9900                        2      $ 1,000            $   1,700       Each VCS Enterprise Agent (Per
                                                                                                Instance) Installation of Oracle
                                                                                                Agent for VCS
                  CS-CSC1-9900                        2      $ 5,000            $   8,500       VCS Custom Agent Dev. (1st app.
                                                                                                Instance) Scripting and
                                                                                                installation of custom agents for
                                                                                                Remedy and HP VPM

</TABLE>



                                       7
<PAGE>

                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A
<TABLE>
<CAPTION>
------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
<S>                                                   <C>                       <C>             <C>

                  CS-CSC2-9900                        2      $ 1,000            $   1,700       VCS Custom Agent Imp. (add.
                                                                                                instances) Custom agent
                                                                                                installation on additional nodes
                  CS-VNSC-5000                        4      $   500            $   1,700       NT Services Requested Volume
                                                                                                Manager Implementation for NT
                  CS-ENE1-9900                        1      $10,000            $   8,500       Additional Services Requested
                                                                                                Event Notification Extension
                                                                                                Base Package
                                                                                                Event notification scripting for
                                                                                                master and media servers
                                                                                                reporting into a single console
                                                                                                for SNMP management
                  CS-ENB1-9900                        1      $ 2,000            $   1,700       Event Notification Extension For
                                                                                                NetBackup (1st NetBackup Master
                                                                                                Server)
                  CS-ENEM-9900                        1               $  2,000  $   1,700       Event Notification Extension
                                                                                                Yearly Support (Standard) -
                                                                                                20% Of Total List Price Of
                                                                                                Software Components

      VERITAS PROFESSIONAL SERVICES TOTAL                                       $  92,990

            VERITAS PRODUCTION TOTAL                                            $ 247,820.39


</TABLE>

                                       8
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A
<TABLE>
<CAPTION>

----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
               ITEM AND                            UNIT PRICE   UNIT PRICE    TERREMARK
             PRODUCT NUMBER               QUANTITY  PRODUCT      SUPPORT         PRICE               DESCRIPTION
----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
<S>                                          <C>     <C>                      <C>             <C>
       APERTURE PRODUCTION SOFTWARE QUOTE

                                              5      $ 6,000.00               $  33,000.00    Contains the full complement of
                                                                                              all Aperture features including
                                                                                              drawing, database and reporting
                                                                                              functions. The Client License is
                                                                                              sued by those in charge of
                                                                                              designing, installing and
                                                                                              managing the system, as well as
                                                                                              those who need full read/write
                                                                                              access such as personnel who
                                                                                              change, modify or update drawings.
           Aperture ReadOnly Clients         10      $   500.00               $   5,500.00    Supports users who need to view
                                                                                              drawings, data, and run reports.
                                                                                              Reports may be standardized or Ad
                                                                                              Hoc queries. Users of this
                                                                                              version may not edit any data or
                                                                                              drawings.
        Technology Documentation Module       1      $10,000.00               $  11,000.00    Contains Pre-formatted Database
                                                                                              tables and Reports to allow the
                                                                                              user to begin immediately working
                                                                                              with Aperture from our Sample
                                                                                              project. Database and Reports can
                                                                                              be customized to fit your needs.
                Aperture Server               1      $15,000.00               $  16,500.00    Allows multiple users on the
                                                                                              system, password security, and
                                                                                              increased performance.
           SmartPictures WebPublisher         1      $15,000.00               $  16,500.00    Allows you to post your project
                                                                                              to your Internet/Intranet for
                                                                                              unlimited communication and
                                                                                              viewing capability.
        Symbol Support, Product Upgrades,  No Cost                             No Cost        All Aperture customers receive
                    & Tech Support                                                            complete access to our Technical
                                                                                              Support Dept. You are also
</TABLE>



                                       9
<PAGE>

                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A
<TABLE>
<CAPTION>

----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
               ITEM AND                            UNIT PRICE   UNIT PRICE    TERREMARK
             PRODUCT NUMBER               QUANTITY  PRODUCT      SUPPORT         PRICE               DESCRIPTION
----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
<S>                                          <C>     <C>                      <C>             <C>


                                                                                              entitled to any upgrades of our
                                                                                              software and creation of
                                                                                              additional symbols at no
                                                                                              additional cost.

       APERTURE PRODUCTION SOFTWARE TOTAL                                     $  82,500.00

             Professional Services            1      $72,000.00               $  72,000.00    Includes Initial Project Build,
                                                                                              Database Customization, Link to
                                                                                              HP OpenView, and Remedy.

            Aperture 4-Day Workshop           1      $12,500.00               $  12,500.00    Four-Day Customized Training
                                                                                              workshop for up to ten students.

       Two Day Training Workshop in Miami     1      $ 4,000.00               $   4,000.00    Two-Day Customized Training
                                                                                              workshop in Miami for end user
                                                                                              functionality.
        TOTAL FOR PROFESSIONAL SERVICES                                       $  88,500.00

           APERTURE PRODUCTION TOTAL                                          $ 171,000.00

                                                                TOTAL         $ 418,820.39

</TABLE>

                                       10
<PAGE>


                        CONFIDENTIAL -- RESTRICTED ACCESS

                ATTACHMENT B - VERITAS SOFTWARE LICENSE AGREEMENT





                                       11
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS


                        SHRINKWRAP END USER LICENSE TERMS



1.       LICENSE GRANT. Subject to the terms set forth in this Agreement, you
         may use the enclosed computer product ("Software Product"), including
         the enclosed object code version of the software ("Software") and all
         associated software documentation furnished with this package on the
         number of computer systems for which you have paid the applicable fees
         solely for your internal business purposes in the country in which the
         Software Product was furnished to you. You may make a reasonable number
         of copies of the Software for backup purposes, provided that you
         reproduce all copyright and other proprietary notices that are on the
         original copy of the Software. The Software Product is licensed, not
         sold, to you for use only upon the terms of this Agreement, and VERITAS
         and/or its suppliers reserve all rights not expressly granted to you.
         You own the media on which the Software is recorded, but VERITAS and/or
         its suppliers retain ownership of the Software itself.

2.       RESTRICTED USE. You may not use, copy, or modify the Software Product,
         or any copy thereof, in whole or in part, except as expressly provided
         in this Agreement. You may not copy the documentation accompanying the
         Software without VERITAS' express written consent. You may not rent,
         resell for profit, sublicense, lease or otherwise transfer the Software
         Product. You may not reverse engineer, decompile, or disassemble the
         Software Product.

3.       MAINTENANCE. You may acquire maintenance, training and installation,
         and consulting services ("Services") from VERITAS under this Agreement
         and the applicable VERITAS policy in effect at the time the services
         are ordered.

4.       LIMITED WARRANTY; DISCLAIMER. VERITAS warrants to you (the original
         Licensee) for ninety (90) days ("the Warranty Period"), from the date
         of delivery to you of the Software Product, as evidenced by a copy of
         your license purchase receipt, that the Software Product shall be in
         operable condition as described in the documentation provided with the
         Software, and that the media upon which the Software Product is
         furnished to you will be free from defects in material and workmanship
         under normal use. VERITAS does not warrant that the Software Product
         will function without error or interruptions. In the event that the
         Software Product fails to conform to such warranty, VERITAS' sole and
         exclusive liability hereunder to you shall be the repair or replacement
         of the non-conforming Software Product or a refund of the Software
         Product's purchase price only when you return the Software Product to
         VERITAS' authorized dealer with the receipt within the warranty period.
         FOR WARRANTY ASSISTANCE, YOU MAY RETURN THE SOFTWARE PRODUCT TO THE
         RESELLER FROM WHICH YOU PURCHASED THIS LICENSE.

         EXCEPT AS WARRANTED ABOVE, THIS SOFTWARE PRODUCT IS PROVIDED ON AN "AS
         IS" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO
         ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE AND WARRANTIES OF NON-INFRINGEMENT.



                                       12
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS

5.       SERVICE WARRANTY. VERITAS warrants that its services will be of a
         professional quality conforming to generally accepted industry
         standards for a period of thirty (30) days from completion of the
         services. For services not performed as warranted in the preceding
         sentence VERITAS will, at its discretion, either perform the services
         again or refund the relevant fees paid for such deficient services.
         This is your exclusive remedy and VERITAS' sole liability arising in
         connection with this service warranty.

6.       NO OTHER WARRANTIES. The agents, employees, distributors, and dealers
         of VERITAS are not authorized to make modifications to these warranties
         nor are additional warranties binding on VERITAS. Accordingly,
         additional statements such as dealer advertising or presentations,
         whether oral or written, do not constitute warranties by VERITAS and
         should not be relied upon as warranties of VERITAS. THE WARRANTIES SET
         FORTH IN SECTIONS 4 AND 5 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
         WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND VERITAS EXPRESSLY DISCLAIMS
         ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES
         OF NON-INFRINGEMENT.

         SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
         ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED
         WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF
         DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL
         RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

7.       TERMINATION. This License is effective until terminated and terminates
         without notice from VERITAS if you fail to comply with any of its
         provisions. Upon termination you shall promptly destroy the Software
         Product and all copies or portions thereof, and within ten (10) days
         certify in writing to VERITAS that all copies have been destroyed.

8.       LIMITATION OF LIABILITY. IN NO EVENT SHALL VERITAS OR ITS SUPPLIERS BE
         LIABLE TO YOU OR ANY PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
         CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
         LOSS OF CUSTOMERS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, COMPUTER
         FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS
         INCLUDING COVER AND RELIANCE, EVEN IF VERITAS, ITS RESELLERS, SUPPLIERS
         OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
         VERITAS' TOTAL LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR
         OTHERWISE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE
         PRODUCT.

         VERITAS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SOFTWARE PRODUCT
         ALTERED, MODIFIED, OR CONVERTED, OR FOR DAMAGES RESULTING FROM
         ACCIDENT, ABUSE, OR MISAPPLICATION, OR FOR PROBLEMS DUE TO THE
         MALFUNCTION OF EQUIPMENT OR SOFTWARE NOT SUPPLIED BY VERITAS. THESE
         LIMITATION OF LIABILITY ARE REFLECTED IN THE PRICE OF THE SOFTWARE
         LICENSE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL



                                       13
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS

         PURPOSE OF ANY LIMITED REMEDY. THE ALLOCATION OF RISKS AND LIMITATIONS
         OF LIABILITY AND DAMAGES ARE DELIBERATE AND THE CONSIDERATION WAS
         DETERMINED ACCORDINGLY.

9.       INDEMNITY. You agree to indemnify, defend and hold VERITAS and its
         Suppliers harmless against any claims, lawsuits or damages by persons
         or entities with whom you have used the Software Product.

10.      U.S. GOVERNMENT RESTRICTED RIGHTS. This Software Product is provided
         with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S.
         Government is subject to restrictions as set forth in this Agreement
         and as provided in FAR 52.227-19, FAR 12.212(a), FAR 52.227-14 (ALT
         III), DFAR 252.227-7013(C)(1)(ii) (Oct. 1998), or DFARS 227.7202-1(a)
         and 227.7202-3(a)(1995), as applicable. VERITAS Software Global
         Corporation, 1600 Plymouth Street, Mountain View, California 94043.

11.      COMPLIANCE WITH LAW. Each party agrees to comply with all applicable
         laws, rules, and regulations in connection with its activities under
         this Agreement. Without limiting the foregoing, you acknowledge that
         the Software Product, including documentation and other technical data,
         is subject to export controls imposed by the U.S. Export Administration
         Act of 1979, as amended (the "Act"), and the regulations promulgated
         thereunder. You will not export or reexport (directly or indirectly)
         the Software Product or other technical data therefor without complying
         with the Act and the regulations thereunder.

12.      GENERAL. You agree to pay any tax assessed to this Software Product,
         other than VERITAS' net income or franchise tax. The parties disclaim
         the application of the United Nations Convention on the International
         Sale of Goods. This Agreement will be governed by the laws of the State
         of California, without regard to or application of conflicts of law
         rules or principles. The prevailing party in any litigation arising out
         of this Agreement will be entitled to recover, in addition to any other
         relief awarded or granted, its reasonable costs and expenses, including
         attorney's fees incurred in the proceedings. This Agreement may not be
         assigned without VERITAS' prior written consent, and any attempt to do
         so without such consent is void, If any provision of this Agreement is
         held to be unenforceable, it will be enforced to the maximum extent
         permissible, and the remaining provisions will remain in full force.
         This Agreement is the complete and exclusive statement of the agreement
         between us which supersedes any proposal or prior agreement, oral or
         written, and any other communications between us in relation to the
         subject matter of this Agreement.

         YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND
         AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

         THE SOFTWARE PRODUCT IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND
         INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS
         SUBJECT TO CIVIL AND CRIMINAL PENALTIES.


                                       14
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS



               ATTACHMENT C - APERTURE SOFTWARE LICENSE AGREEMENT





                                       15
<PAGE>
                        CONFIDENTIAL -- RESTRICTED ACCESS

APERTURE(TM)

-------------------------------------------------------------------------------


                  APERTURE TECHNOLOGIES, INC. SOFTWARE LICENSE

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE installing this software. By
installing this software, you agree to become bound by the terms of this
license. IF YOU DO NOT AGREE TO TI-IE TERMS OF THIS LICENSE, DO NOT USE THE
SOFTWARE ANT) PROMPTLY RETURN THE PACKAGE TO APERTURE TECHNOLOGIES, INC. WITHIN
THIRTY (30) DAYS FOR A FULL REFUND. "Client Software" refers to Aperture
Professional, Data Entry and ReadOnly. "Server Software" refers to Aperture
Server and Aperture SmartPictures Server. "Application Software" refers to a
specific project, module, interface, or script supplied by APERTURE
TECHNOLOGIES, INC. "Aperture Software" refers to any or all of Client Software,
Server Software, and/or Application Software. "Aperture Project" is defined as a
named, connected set of drawings and data. The enclosed Aperture Software is
licensed, not sold, to you by APERTURE TECHNOLOGIES, INC., for use only under
the following terms. APERTURE TECHNOLOGIES, INC. reserves any rights not
expressly granted to you. You own the media on which Aperture Software is
recorded, but APERTURE TECHNOLOGIES, INC. retains ownership of all copies of
Aperture Software itself.

1.       LICENSE. This License allows you to:

         (a)      Install and/or use the Client Software only on the number of
                  computers for which the appropriate license fees have been
                  paid. License fees must be paid for the total number of
                  computers using the Client Software (as opposed to the number
                  of computers using such software concurrently).

         (b)      Install and use the Server Software only on the number of
                  servers for which the appropriate license fees have been paid.
                  Each licensed computer server may be accessed by multiple
                  licensed Client Software users (including via the internet).

         (c)      Install and use Application Software for which a license has
                  been purchased in accordance with subparagraphs 1(a) and 1(b),
                  or in a single Aperture Project (if so provided in the
                  applicable purchase order accepted by Aperture).

         (d)      Use the Documentation in connection with all permitted uses of
                  the Aperture Software.

         (e)      Make one copy of the Aperture Software and Documentation for
                  backup/archival purposes. You may also make additional copies
                  of the Aperture Software for use in a test environment solely
                  to perform Year 2000 compliance testing.

2.       RESTRICTIONS. Your use of the Aperture Software is subject to the
         following restrictions:

         (a)      You may use the Aperture Software only for your own internal
                  business purposes. Without limiting the generality of the
                  foregoing, you may NOT, without the written consent of




                                       16
<PAGE>

                  Aperture, offer or provide services to third parties (with or
                  without charge) utilizing the Aperture Software or use the
                  Aperture Software for electronic commerce or other public
                  access via the internet.

         (b)      The Aperture Software contains trade secrets and may be used
                  only in object code form. You may not decompile, reverse
                  engineer, disassemble or otherwise reduce the Aperture
                  Software to source code form, modify, adapt or translate the
                  Aperture Software, or create derivative works based thereon.
                  You may not disclose the Aperture Software and Documentation
                  to any third party (other than to your employees and
                  consultants for use as permitted by this license).

         (c)      You may not copy the Aperture Software or Documentation except
                  as expressly provided herein.

3.       TERMINATION. This License is effective until terminated. This License
         will terminate immediately without notice from APERTURE TECHNOLOGIES,
         INC. if you fail to comply with any of its provisions. Upon termination
         you must destroy the Aperture Software and all copies thereof, and you
         may terminate this License at any time by doing so.

4.       EXPORT ASSURANCES. You agree that neither the Aperture Software nor any
         direct product thereof will be transferred or exported for sale,
         directly or indirectly, into any country other than the USA and Canada.
         The Application Software may be accessed through a network by an
         end-user organization in any of their locations outside the USA and
         Canada.

5.       WARRANTY DISCLAIMER, LIMITATION OF REMEDIES AND DAMAGES. THIS APERTURE
         SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS ARE LICENSED "AS IS."
         IN NO EVENT WILL APERTURE TECHNOLOGIES, INC., OR ITS DEVELOPERS,
         DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE TO YOU FOR ANY
         CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR
         LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
         INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO
         USE THE APERTURE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS EVEN IF
         APERTURE TECHNOLOGIES, INC. OR AN AUTHORIZED APERTURE TECHNOLOGIES,
         INC. REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
         DAMAGES.

APERTURE TECHNOLOGIES, INC.'s liability to you for actual damages for any cause
whatsoever, and regardless of the form of the action, will be limited to the
greater of $500 or the money paid for the Aperture Software that caused the
damages.

6.       GENERAL. If you are a U.S. Government end-user, this license of the
         Aperture Software conveys only "RESTRICTED RIGHTS", and its use,
         disclosure and duplication are subject to Federal Acquisition
         Regulations, 52.227-7013(c)(1)(ii). This License will be construed
         under the laws of the state of Connecticut, except for that body of law
         dealing with conflicts of law, if obtained in the U.S., or the laws of
         jurisdiction where obtained if obtained outside the U.S. If any
         provision of the License is held by a court of competent jurisdiction
         to be contrary to law, that provision will be enforced to the maximum
         extent permissible, and the remaining provisions of this License will
         remain in full force and effect.



                                       17
<PAGE>
                        CONFIDENTIAL - RESTRICTED ACCESS

TELCORDIA
TECHNOLOGIES
---------------------------
Performance from Experience


                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 1NAP10-3 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 17
day of April, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Resale of Hardware for Permanent NAP in
                  Miami.

         2.       Date of Scope Change: April 17, 2001

         3.       Originator of Scope Change: Max Figueroa

         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase hardware in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.

         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o  Upon NAPA's written approval of the quote for hardware, and
                     associated support contracts, contained in Attachment A
                     (Hardware), NAPA will issue a Purchase Order to Telcordia
                     for the full amount of the hardware. Telcordia shall then
                     order and take delivery of such Hardware.

                  o  Upon completion of the development of the solution using
                     the Hardware as described in Work Statement 1NAP10,
                     Telcordia shall ship, at NAPA's expense including insurance
                     coverage, the Hardware to a secure location designated by
                     NAPA in Miami. All equipment will be considered accepted by
                     NAPA upon delivery to its designated destination.

                  o  In no event shall Telcordia have any liability in
                     connection with shipment, nor shall the carrier be deemed
                     to be an agent of Telcordia. Telcordia shall not be liable
                     for damage or penalty for delay in delivery or for failure
                     to give notice of any delay.




           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
   routed or made available solely to authorized persons having a need to know
    within Telcordia and NAPA, except with written permission of Telcordia.

<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS


         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for Hardware by April 20, 2001.

         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Hardware on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Hardware
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $275,520.53 ("Advance Payment")
                  via bank wire transfer in advance of Telcordia's issuance of a
                  purchase order for the Hardware.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Hardware within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to each of the vendors listed in
                  Attachment A ("Vendor Payment") for the equipment within the
                  same thirty (30) day period, Telcordia will return to NAPA the
                  Vendor Payment either as a cash payment or as a credit to the
                  oldest outstanding Telcordia invoice generated for NAPA. The
                  form of return payment will be either a check or a credit to
                  NAPA, at NAPA's option, subject to the following: (1) If NAPA
                  has an outstanding debit balance with Telcordia, the credit
                  and/or check shall be reduced by the amount of the debit
                  balance and the debit balance will be satisfied first; and (2)
                  Telcordia shall retain the difference between the Advance
                  Payment and Vendor Payment in consideration for Telcordia
                  purchasing Hardware for resale to NAPA. Telcordia shall also
                  provide the Leasing Company with an assignment letter
                  assigning full right and title to the Hardware purchased in
                  satisfaction of all Telcordia obligations under this
                  agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

The following additional terms apply to the resale of hardware as described in
this change order.

                  o  TRANSFER OF TITLE: After payment in full is received by
                     Telcordia for the Hardware, Telcordia will ship such items,
                     at NAPA' s expense including insurance coverage, to a
                     location designated by NAPA, in accordance with the
                     schedule in Contract No. 1NAP10. Title to such Hardware
                     obtained by Telcordia for resale to NAPA shall pass to NAPA
                     upon receipt of the items so purchased.

                  o  HARDWARE AND SOFTWARE: NAPA further acknowledges that
                     Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
                     REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND
                     WHATSOEVER WITH RESPECT TO THE HARDWARE ACQUIRED BY NAPA
                     UNDER THIS CHANGE ORDER, INCLUDING BUT NOT LIMITED TO: (1)


              TELCORDIA AND NAPA CONFIDENTIAL -- RESTRICTED ACCESS
                See confidentiality restrictions on title page.


                                                                          Page 2
<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS


                     AS TO THE FITNESS. DESIGN, OR CONDITION OF THE HARDWARE;
                     (2) AS TO THE MERCHANTABILITY OF THE HARDWARE OR ITS
                     Fitness FOR ANY PARTICULAR PURPOSE; (3) as to the quality
                     or capacity of the Hardware , the materials in the
                     Hardware, or workmanship in the Hardware; (4) as to any
                     latent defects in the Hardware; (5) as to any patent
                     infringement; and (6) as to the compliance of the Hardware
                     with any requirements of any law, rule, specification, or
                     contract pertaining thereto.

                  o  PROBLEMS WITH HARDWARE. If the Hardware is not properly
                     installed, does not operate as represented or warranted by
                     the manufacturer, publisher or the supplier, NAPA shall
                     make a claim on account thereof solely against the
                     supplier, publisher or manufacturer and shall,
                     nevertheless, pay Telcordia all fees payable hereunder. As
                     between NAPA and Telcordia, and only in those instances
                     where the manufacturer, publisher or supplier has provided
                     any maintenance agreement, warranty or guaranty of any
                     nature whatsoever applicable to the Hardware, Telcordia
                     hereby assigns to NAPA whatever assignable interest
                     Telcordia may have in such maintenance agreement, warranty
                     or guaranty. The aforesaid assignment shall not in any way
                     be deemed to limit, negate, or otherwise affect the
                     disclaimer of warranties contained in the preceding
                     paragraphs. Telcordia shall not incur any duties arising
                     out of any manufacturer's, supplier's or publisher's
                     warranties or guarantees, except as otherwise expressly set
                     forth herein. Further, Telcordia shall not incur any
                     liability whatsoever arising out of any claims by NAPA or
                     breach of any manufacturer's, supplier's or publisher's
                     warranties or guarantees applicable to the Hardware.

                  o  DELIVERY AND INSPECTION. NAPA will accept the Hardware
                     provided by Telcordia upon its delivery to the Permanent
                     NAP.

                  o  LOSS OR DAMAGE. Except for the negligence or willful
                     misconduct of Telcordia related to the Services provided by
                     Telcordia, NAPA shall bear the entire risk of loss, theft,
                     destruction, or damage of the Hardware provided by
                     Telcordia or any portion thereof from any cause whatsoever.
                     The total or partial destruction of any such Hardware, or
                     total or partial loss of use or possession thereof by NAPA,
                     shall not release or relieve NAPA from the duty to pay the
                     fees herein provided. Telcordia shall not be obligated to
                     undertake, by litigation or otherwise, the collection of
                     any claim against any person for loss or damage of such
                     Hardware.

                  o  ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good
                     faith acceptance of a tax exemption certificate does not
                     represent an assurance that the State will also accept the
                     certificate as valid at the time of audit review. NAPA is
                     responsible for any future audit adjustment if the
                     certificate is not accepted. NAPA agrees to reimburse
                     Telcordia for the amount of audit adjustment and the
                     aggregate of tax, interest, and penalty, if a certificate
                     is subsequently denied.

              TELCORDIA AND NAPA CONFIDENTIAL -- RESTRICTED ACCESS
                See confidentiality restrictions on title page.

                                                                          Page 3
<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS


                  o  INDEMNITY. Except for the negligence or willful misconduct
                     of Telcordia related to the Services provided in this
                     section and/or any other related Work Statement, (i) NAPA
                     assumes the risk of liability arising from or pertaining to
                     the possession, operation, or use of the Hardware; and (ii)
                     NAPA hereby agrees to defend, indemnify and hold Telcordia
                     harmless from and against any and all claims, costs,
                     expenses, damages, and liabilities arising from or
                     pertaining to the use, possession, or operation of such
                     Hardware.

         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.


AGREED BY:

NAP OF THE AMERICAS INC.                      TELCORDIA TECHNOLOGIES, INC.


By:    /s/ Brian K. Goodkind                  By:    /s/ Thelina Andersen
       ----------------------------------            --------------------
Name:  Brian K. Goodkind                      Name:  Thelina Andersen
       ----------------------------------            ----------------
Title: EVP & COO                              Title: Senior Contract Manager
       ----------------------------------            -----------------------
Date:  4/18/01                                Date:  5/4/01
       ----------------------------------            ------



               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
                 See confidentiality restrictions on title page.


                                                                          Page 4
<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS


                                  ATTACHMENT A
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
DELL HARDWARE QUOTE
Base Unit:                 2                                    Dell PowerEdge 6450, 700MHz/1M Cache, PIIIX, Redundant Power
                                                                Supplies (220-0662)

Processor:                                                      Dell PowerEdge 64X0, 700MHz, 1 MBSecond Processor, Factory Install
                                                                (311-0831)

Memory:                                                         1GB RAM, 4 X 256MB Registered DIMMs, for Dell PowerEdge 6400/6450,
                                                                Factory Install (311-4110)

Keyboard:                                                       QuietKey Keyboard, 104 Key, Gray, 6 Pin, Factory Install (310-4100)

Monitor:                                                        Monitor Option-None (320-0058)

Floppy Disk Drive:                                              1.44MB, 3.5", Floppy Drive, for Dell PowerEdge Servers, Factory
                                                                Install (340-6209)

Operating System:                                               No Operating System, For Dell PowerEdge Servers, Windows 2000
                                                                Factory Install (420-5100)

Mouse:                                                          Mouse Option None (310-0024)

NIC:                                                            INTEL DUAL-PRT, 4.0, Network Card, Dell PowerEdge (430-4938)

CD-ROM or DVD-ROM Drive:                                        CD, 680M, IDE, Internal, No Controller/No Cables, 24X, Black,
                                                                Factory Install (313-3618)

Documentation Diskette:                                         Electronic Documentation on CD (310-0438)

Controller Option:                                              FC-HBA Adapter, Copper, Single, 2200/66, for Dell Power Vault,
                                                                Factory Install (340-7360)
</TABLE>


           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
   routed or made available solely to authorized persons having a need to know
    within Telcordia and NAPA, except with written permission of Telcordia.


                                                                          Page 5
<PAGE>





                        CONFIDENTIAL - RESTRICTED ACCESS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
Option 1:                                                       Hard Drive Config, MS, Hard Drive Increasing (1 X 4 Mode), for
                                                                Dell Power Edge 64XX, Factory Install (340-9512)

Option 2:                                                       Rack, Rapid-Rail, 4U, for Dell Servers, Factory Install (310-0512)

Service:                                                        Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site
                                                                Response Initial Year (900-2840)

Extended Service:                                               Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site
                                                                Response 2YR Extended (900-2842)

Installation:                                                   On-Site Installation Declined (900-9997)

Misc.:                                                          18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400,
                                                                6350 (340-8808)

Misc.:                                                          18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400,
                                                                6350 (340-8808)

Subtotal for Servers                               $23,859.00
</TABLE>



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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
Base Unit (Chasis)          1                                   Dell Power Vault 51F, Base (220-9658)

                                                                No Operating System for Dell Power Vault Servers
                                                                (420-3019)

                                                                Rail Kit, for Dell Power Vault 51F, Factory Install
                                                                (310-3583)

                                                                Type 2 Contract - Same Day 4-Hour 7x24 Parts &
                                                                Labor On-Site Response Initial Year (900-2470)

                                                                4-Hour/7x24 Parts and Labor On-Site Service, 2 Year
                                                                Extended, Wang (900-2572)

                                                                On-Site Installation Declined (900-9997)
                                                                Power Supply, 110W, Dual, for Dell Power Vault 51F,
                                                                Factory Install (310-3581)

                                                                hssdc/db-9, 30awg Cable for Dell Power Vault 650F,
                                                                Factory Install (310-0192)
                                                                -Quantity 4

                                                                HSSDC/HSSDC, 24 AWG, 6 Meter, Cable Dell Power
                                                                Vault, 50F, Factory Install (310-0336)
                                                                -Quantity 4


Subtotal for Chasis                                 $12,659.90
</TABLE>




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<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
Base Unit (RAID Disks)      1                                  Dell Power Vault 660F (220-0997)
                                                               512MB Dual Inline Memory Module, for Dell Power
                                                               Vault 660F (311-1177)

                                                               512MB Dual Inline Memory Module, for Dell Power
                                                               Vault 660F (311-1177)

                                                               Hard Drive, 18GB, Fiber Channel 1", 10K RPM, Power
                                                               Vault 224, 7 Pack (340-3365)

                                                               Controller, Power Vault 660F, 2 Raid, 2 LS (340-3369)

                                                               Troubleshooting Guide for Power Vault 660F
                                                               (310-0833)

                                                               Type 2 Contract - Same Day 4-Hour 7x24 Parts &
                                                               Labor On-Site Response Initial Year (900-2090)

                                                               4-Hour/7x24 Parts and Labor On-Site Service, 2 Year
                                                               Extended, Wang (900-2572)

                                                               Power Vault Advanced Software and Configuration
                                                               Support, Unlimited Resolution, Expires in 1 Year
                                                               (Level II) (900-5084)

                                                               On-Site Installation Declined (900-9997)
                                                               Worldwide Name Enhancement Service ((900-9976)
Subtotal for RAID Disk                             $23,897.50

Tax and Shipping total                              $1,876.07

DELL HARDWARE TOTAL                                $62,292.47
</TABLE>


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                        CONFIDENTIAL - RESTRICTED ACCESS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
CISCO HARDWARE QUOTE

1.0 CISC02621               2         $3,095.00     $4,017.31      Dual 10/100 Ethernet Router with 2 WIC Slots & 1 NM Slot

2.0 CAB-AC                  2           N/C            NC          Power Cord, 110V

3.0 S26CHL-12106            2         $2,400.00     $3,115.20      Cisco 2600 Series IOS IP/FW/IDS PLUS IPSEC 56

4.0 MEM2600-32U64D          2         $1,900.00     $2,466.20      32- to 64-MB DRAM Factory Upgrade for the Cisco 2600 Series

5.0 MEM2620-8U32FS          2         $1,500.00     $1,947.00      8 to 32MB Flash SIMM Upgrade for the Cisco 262x only

6.0 CON-OSP-26XX            2           $784.00     $1,293.60      OSP Svc, 2600 Series, Ethernet Modular Router w/IOS IP s/w

CISCO HARDWARE TOTAL                               $12,839.31
</TABLE>



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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
DATUM HARDWARE QUOTE

1.0 SSU-2000                2         $23,693.00   $52,124.60      SSU-2000 - Main Shelf, Stratum 2E Rb Clock,
                                                                   Communications Module, GPS Input Module, Input
                                                                   DS1 Module, (2)-20 Output DS1 Modules, Stratum 3E
                                                                   Clock Module, (2)-Antenna Kit 100' to 400'

DATUM HARDWARE TOTAL                               $52,124.60
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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
TELAMON HARDWARE
 QUOTE

#TAC / Telalert
 Complete Engine            1         $10,000.00   $11,000.00      Provides complete notification via e-mail, pagers, two-way
                                                                   pagers, voice and interactive voice response (IVR),
                                                                   loud speakers and electronic signboards. Includes one
                                                                   TelAlert Complete server software license, ten client
                                                                   connection licenses, one paging port, two internet ports,
                                                                   one TelAlert Engine connection license, one TelAlert
                                                                   Engine (hardware unit) with battery backup, internal
                                                                   modem, local speaker, and cable set and one single line
                                                                   paging connect software license.

TELAMON HARDWARE
  TOTAL                                            $11,000.00
</TABLE>


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                        CONFIDENTIAL - RESTRICTED ACCESS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
SUN (2ND ORDER)
 HARDWARE QUOTE

1.0 E220 (quote no.
  WTSP-ML-420081-A)         2         $10,000.00   $40,247.94      E220R Servers

1.1 A34-ULD1-1GGB1          1         $13,189.00   $12,041.56      Enterprise 220R Server, On 450MHz Ultra SPARC-II
                                                                   processor, 4MB E-cache, 1GB memory, two 36GB
                                                                   10,000rpm 1-inch high internal Ultra SCSI, internal
                                                                   DVD, Solaris server license, one power supply, 10/100
                                                                   Ethernet (Standard Configuration)

1.2 X1195A                  1          $5,500.00    $5,021.50      Ultra SPARC-II 450MHz processor module with 4MB cache

1.3 1033A                   1            $695.00      $512.22      10/100 Base Fast Ethernet PCI Adapter 2.0 w/MII Sun
                                                                   Fast Ethernet 2.0 PCI is a 10/100 Ethernet Network
                                                                   interface card supporting the 33 Mhz PCI interface
                                                                   standard. The Sun Fast Ethernet 2.0 PCI also offers a
                                                                   MII interface to support external peripheral devices.
                                                                   Factory installed option.

1.4 SOLZS-080B9AY9          1            $100.00       $73.00      Solaris 8 Standard, Latest Release English-Only Media Kit.

1.5 X311L                   1                                      Localized Power Cord Kit North American/Asian

1.6 SERVER-INSTALL          1          $2,250.00    $2,475.00      Server Start installation service for Sun workgroup and
                                                                   Enterprise servers (excluding E10000)
</TABLE>


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<PAGE>




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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
2.0 SG-XARY030A             1         $7,500.00     $5,527.50      72-Inch StorEdge Expansion Rack w/2 power
                                                                   sequencers and cables. The StoreEdge Expansion Rack
                                                                   is intended for a variety of Storage products including
                                                                   the A1000/D1000, A3000, A5000, and tape products.
                                                                   The rack is 24" wide and 72" tall. This rack will include
                                                                   power sequencers and power cables.

3.0 X3858A                  2                                      U.S./Canada power cord for StorEdge Expansion cabinet
                                                                   (NEMA L6-30P plug)

Subtotal for
  lines 1.0 - 3.0                                  $45,775.44

4.0 E220                    1                      $34,458.99      E220R Server with L40 Tape

4.1 A34-ULD1-1GGB1          2        $14,445.00    $26,376.57      Enterprise 220R Server, one 450MHz Ultra SPARC-II
                                                                   processor, 4MB E-cache, 1GB memory, two 36GB
                                                                   10,000rpm 1-inch high internal Ultra SCSI, internal
                                                                   DVD, Solaris server license, one power supply, 10-/100
                                                                   Ethernet (Standard Configuration)

4.2 X1195A                  1         $5,500.00     $5,021.50      Ultra SPARC-II 450MHz processor module with 4MB cache

4.3 1033A                   1           $695.00       $512.22      10/100 Base Fast Ethernet PCI Adapter 2.0 s/MII Sun
                                                                   FastEthernet 2.0 PCI is a 10/100 Ethernet Network
                                                                   interface card supporting the 33 Mhz PCI interface
                                                                   standard. The Sun Fst Ethernet 2.0 PCI also offers
                                                                   a MII interface to support external peripheral devices.
                                                                   Factory installed option.
</TABLE>


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                                                                         Page 13
<PAGE>


                        CONFIDENTIAL - RESTRICTED ACCESS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
4.4 SOLZS-080B9AY9          1          $100.00       $73.70      Solaris 8 Standard, Latest Release English-Only Media Kit.

4.5 X311L                   1                                    Localized Power Cord Kit North American/Asian

4.6 SERVER-INSTALL          1        $2,250.00    $2,475.00      Server Start installation service for Sun workgroup and
                                                                 Enterprise servers (excluding E10000)

5.0 SG-XLIBDLT82R-L40       1       $40,000.00   $29,480.00      40 Cartridge rackmount tape library with 2x2 DLT8000 drives

6.0 SG-XTAPDLT8000-L20      2        $9,000.00   $13,266.00      Additional tape drive for the L20 library family

7.0 X6541A                  1        $1,440.00    $1,061.28      Dual channel differential Ultra-SCSI host adapter, PCI;
                                                                 includes 2m SCSI cables

8.0 SG-XARY030A             1        $7,500.00    $5,527.50      72-inch StorEdge Expansion Rack w/2 power
                                                                 sequencers and cables. The StoreEdge Expansion Rack
                                                                 is intended for a variety of Storage products including
                                                                 the A1000/D1000, A3000, A5000 and tape products.
                                                                 The rack is 24" wide and 72" tall.  This rack will include
                                                                 power sequencers and power cables.

9.0 X3858A                  2                                    U.S. / Canada power cord for StorEdge expansion
                                                                 cabinet (NEMA L6-30P plug)

Subtotal for lines
  1.0 - 9.0                                      $83,793.77
</TABLE>



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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
---------------------    --------     ----------    ---------  --------------------------------------------------------------------
<S>                      <C>          <C>           <C>        <C>
1.0 A21                     2                       $7,694.50    Ultra 5 Workstations

1.1 A21UJC1Z9P-C256CY       1         $2,895.00     $2,643.14    Sun Ultra 5, Model 400, 1x400-MHz Ultra SPARC-III,
                                                                 2-MB L2 cache, 256-MB DRAM, Onboard PGx24
                                                                 Graphics, 2-GB 7200 rpm EIDE Internal disk, 48x
                                                                 CD-ROM, 1.44-MB floppy, No Country Kit, Solaris 7,
                                                                 11/99 and solaris 8, 01/00, installed (standard
                                                                 configuration).

                            1         $1,250.00     $1,141.25    21-inch Color monitor, 19.8" v.a. 0.24mm dot pitch
                                                                 aperture grille, 30-121kHz, WW agency compliance, 2m
                                                                 DB13W3 captive video cable and HD15-pin connector
                                                                 Sun unique ID, logo and color TCO 99, 10-language
                                                                 users guide standard/Korean versions.

1.2 X7136A                  1                                    North American UNIX, European UNIX, UNIX
                                                                 Universal, Type 6 kit with Sun interface

1.3 X3515A                  1            $45.00        $41.09    BAE VIDEO CONNECTOR

1.4 X471A

Subtotal for lines
  1.0 - 1.40                                        $7,694.94

SUN (2ND ORDER)
  HARDWARE TOTAL                                  $137,264.15

TOTAL                                             $275,520.53
</TABLE>


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<PAGE>


                        Confidential - Restricted Access


                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 1NAPIO-4 ("Scope Change") amends the Work Statement,
Contract No. 1NAPIO, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13
day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Resale of Software for Permanent NAP in
                  Miami.

         2.       Date of Scope Change:  April 13, 2001

         3.       Originator of Scope Change:  Max Figueroa

         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase software ("Software") and the associated professional
                  services provided by the designated software vendors outlined
                  in Attachment A, in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.

         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o        Upon NAPA's approval of the quote for Software, and
                           associated support contracts, contained in Attachment
                           A , NAPA will issue a Purchase Order to Telcordia for
                           the full amount of the Software. Telcordia shall then
                           order and take delivery of such Software.

                  o        Upon completion of the development of the solution
                           using the Software as described in Work Statement
                           1NAP1O, Telcordia shall ship, at NAPA's expense
                           including insurance coverage, the Software to a
                           secure location designated by NAPA in Miami. All
                           equipment and integrated Software will be considered
                           accepted by NAPA upon delivery to its designated
                           destination.

                  o        In no event shall Telcordia have any liability in
                           connection with shipment, nor shall the carrier be
                           deemed to be an agent of Telcordia. Telcordia shall
                           not be liable for damage or penalty for delay in
                           delivery or for failure to give notice of any delay.

         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for the Software by April 25, 2001.



 Telcordia Technologies, Inc. and NAP of the Americas, Inc. - Restricted Access
       This document and the confidential information it contains shall be
   distributed, routed or made available solely to authorized persons having
             a need to know within Telcordia and NAPA, except with
                        written permission of Telcordia.

<PAGE>


                        Confidential - Restricted Access


         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Software on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Software,
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $277,352.14 ("Advance Payment")
                  in advance of Telcordia's issuance of a purchase order for the
                  Software.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Software within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to each of the vendors, as listed in
                  Attachment A ("Vendor Payment") for the Software within the
                  same thirty (30) day period, Telcordia will return to NAPA the
                  Vendor Payment either as a cash payment or as a credit to the
                  oldest outstanding Telcordia invoice generated for NAPA. The
                  form of return payment will be either a check or a credit to
                  NAPA, at NAPA's option, subject to the following: (1) If NAPA
                  has an outstanding debit balance with Telcordia, the credit
                  and/or check shall be reduced by the amount of the debit
                  balance and the debit balance will be satisfied first; and (2)
                  Telcordia shall retain the difference between the Advance
                  Payment and Vendor Payment in consideration for Telcordia
                  purchasing Software for resale to NAPA. Telcordia shall also
                  provide the Leasing Company with an assignment letter
                  assigning full right and title to the Software purchased in
                  satisfaction of all Telcordia obligations under this
                  agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

The following additional terms apply to the resale of Software as described in
this change order.

         o        SOFTWARE LICENSES: After payment in full is received by
                  Telcordia for the Software, Telcordia will accept delivery and
                  install the Software. Telcordia will ship such Software, at
                  NAPA's expense including insurance coverage, to a location
                  designated by NAPA, in accordance with the schedule in
                  Contract No. 1NAP10. NAPA agrees to pay Telcordia the
                  licensing fees for the Third Party Software in accordance with
                  Section 7 above. In addition, NAPA agrees to be bound by the
                  licensing terms and conditions accompanying the Third Party
                  Software, whether in the form of "shrink wrap licenses" as
                  part of the documentation or "click accept" licenses
                  incorporated as part of the Third Party Software. Ownership of
                  the Software shall remain at all times with the publisher of
                  such Software.




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                                       2
<PAGE>


                        Confidential - Restricted Access

         o        SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT TELCORDIA HAS NOT
                  MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION,
                  EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH
                  RESPECT TO THE SOFTWARE ACQUIRED BY NAPA UNDER THIS CHANGE
                  ORDER, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
                  DESIGN, OR CONDITION OF THE SOFTWARE; (2) AS TO THE
                  MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR ANY
                  PARTICULAR PURPOSE; (3) as to the quality or capacity of the
                  Software; (4) as to any latent defects in the Software; (5) as
                  to any patent infringement; and (6) as to the compliance of
                  the Software with any requirements of any law, rule,
                  specification, or contract pertaining thereto.

         o        PROBLEMS WITH SOFTWARE. If the Software is not properly
                  installed, does not operate as represented or warranted by the
                  manufacturer, publisher or the supplier, NAPA shall make a
                  claim on account thereof solely against the supplier,
                  publisher or manufacturer and shall, nevertheless, pay
                  Telcordia all fees payable hereunder. As between NAPA and
                  Telcordia, and only in those instances where the manufacturer,
                  publisher or supplier has provided any maintenance agreement,
                  warranty or guaranty of any nature whatsoever applicable to
                  the Software, Telcordia hereby assigns to NAPA whatever
                  assignable interest Telcordia may have in such maintenance
                  agreement, warranty or guaranty. The aforesaid assignment
                  shall not in any way be deemed to limit, negate, or otherwise
                  affect the disclaimer of warranties contained in the preceding
                  paragraphs. Telcordia shall not incur any duties arising out
                  of any manufacturer's, supplier's or publisher's warranties or
                  guarantees, except as otherwise expressly set forth herein.
                  Further, Telcordia shall not incur any liability whatsoever
                  arising out of any claims by NAPA or breach of any
                  manufacturer's, supplier's or publisher's warranties or
                  guarantees applicable to the Software.

         o        DELIVERY AND INSPECTION. NAPA will accept the Software
                  provided by Telcordia upon its delivery to the Permanent NAP.

         o        LOSS OR DAMAGE. Except for the negligence or willful
                  misconduct of Telcordia related to the Services provided by
                  Telcordia, NAPA shall bear the entire risk of loss, theft,
                  destruction, or damage of the Software provided by Telcordia
                  or any portion thereof from any cause whatsoever. The total or
                  partial destruction of any such Software, or total or partial
                  loss of use or possession thereof by NAPA, shall not release
                  or relieve NAPA from the duty to pay the fees herein provided.
                  Telcordia shall not be obligated to undertake, by litigation
                  or otherwise, the collection of any claim against any person
                  for loss or damage of such Software.


     Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access
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                                       3
<PAGE>


                        Confidential - Restricted Access

         o        ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith
                  acceptance of a tax exemption certificate does not represent
                  an assurance that the State will also accept the certificate
                  as valid at the time of audit review. NAPA is responsible for
                  any future audit adjustment if the certificate is not
                  accepted. NAPA agrees to reimburse Telcordia for the amount of
                  audit adjustment and the aggregate of tax, interest, and
                  penalty, if a certificate is subsequently denied.

         o        INDEMNITY. Except for the negligence or willful misconduct of
                  Telcordia related to the Services provided in this section
                  and/or any other related Work Statement, (i) NAPA assumes the
                  risk of liability arising from or pertaining to the
                  possession, operation, or use of the Software; and (ii) NAPA
                  hereby agrees to defend, indemnify and hold Telcordia harmless
                  from and against any and all claims, costs, expenses, damages,
                  and liabilities arising from or pertaining to the use,
                  possession, or operation of such Software.

         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.

AGREED BY:
NAP OF THE AMERICAS, INC.                  TELCORDIA TECHNOLOGIES, INC.


By:  /s/ BRIAN K. GOODKIND                 By:  /s/ CAROL D. GUERRIER
   ------------------------------------       ---------------------------------
Name:    BRIAN K. GOODKIND                 Name:    CAROL D. GUERRIER
     ----------------------------------         -------------------------------
Title:   EXECUTIVE VICE PRESIDENT & COO    Title:   ASSOCIATE CONTRACT MANAGER
      ---------------------------------          ------------------------------
Date:    5-16-01                           Date:    5-21-01
     ----------------------------------         -------------------------------




     Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access
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                                       4
<PAGE>


                        Confidential - Restricted Access


                                  ATTACHMENT A

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        ITEM AND                                       UNIT PRICE              TERREMARK
     PRODUCT NUMBER             QUANTITY                PRODUCT                  PRICE               DESCRIPTION
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                                 <C>                  <C>             <C>
HP SOFTWARE PRODUCTION QUOTE

          1.0                       1                    $121,028.00     $86,535.02 VantagePoint Manager (main)
          3.0                       2                     $29,742.00     $42,531.06 Network Node Manager
          4.0                       1                      $8,741.00     $6,249.82 Custom Views (main)
          6.0                       1                     $26,346.00     $18,901.74 VantagePoint Remedy SPI (main)
          8.0                       1                      $9,811.00     $7,014.87 Oracle SPI (main)
         10.0                       4                      $2,616.00     $7,481.76 Tier 1 Agent
         11.0                       2                      $1,741.00     $2,489.63 Tier 0 Agent


HP SOFTWARE PRODUCTION TOTAL                                  $171,203.89

</TABLE>

<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        ITEM AND                                       UNIT PRICE              TERREMARK
     PRODUCT NUMBER             QUANTITY                PRODUCT                  PRICE               DESCRIPTION
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

<S>                                 <C>                    <C>           <C>
FUNK SOFTWARE PRODUCTION QUOTE
1.0 SBUC2-V225                      1                      $9,500.00     $10,450.00 Steel Belted Radius Enterprise
                                                                         Edition for Solaris 2 Pack includes 1 year
                                                                         service _________________.


FUNK SOFTWARE PRODUCTION TOTAL                                $10,450.00


</TABLE>
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                                       5
<PAGE>


                        Confidential - Restricted Access



<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        ITEM AND                                       UNIT PRICE              TERREMARK
     PRODUCT NUMBER             QUANTITY                PRODUCT                  PRICE               DESCRIPTION
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>       <C>                       <C>                      <C>         <C>
ORACLE SOFTWARE PRODUCTION QUOTE

          1.0                       2                        $620.00     $954.80 SQL*Plus - Named User Multi Server
          2.0                      15                        $200.00     $2,310.00 Oracle Database Standard Edition
                                                                         - Name User Multi Server
          3.0                       1                        $296.80     $228.54 Initial 1 Year Product Support -
                                                                         Annual Technical Support
          4.0                       1                         $39.95     $43.95 Oracle(R)Database 8i Release 3
                                                                         (8.1.7) CD
          5.0                       1                        $636.00     $489.72 UPDATE SUBSCRIPTION SERVICE FEE


ORACLE PRODUCTION  TOTAL                             $4,027.00




</TABLE>












     Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access
                 See confidentiality restrictions on title page.




                                       6

<PAGE>

                         OPERATIONS DESIGN AND DOCUMENTATION FOR THE NAP NETWORK
                                                         WORK STATEMENT NO. 0017
                                                             CONTRACT NO. 1NAP17

--------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Professional Services Master
Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on
September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with the documentation of policies and process flows necessary to
operate the permanent Internet Network Access Point ("NAP") network at the
Technology Center of the Americas ("TECOTA") location in Miami. Telcordia shall
work with NAPA to design the policies, processes, procedures and tasks for the
operation of the NAP peering infrastructure, the Network Operations Center (NOC)
systems and the general data center operations that are needed to run a NAP of
this size.

2. DESCRIPTION OF SERVICES

Telcordia shall design and document the following items for NAPA. The items may
include one or more of the following:

POLICY:           Description of the corporate directive(s) for a specific
                  business function, why it is important and who has management
                  responsibility for the function.

PROCESS:          High-level flow charts and text descriptions that show what
                  needs to get done and who does it, to accomplish a specific
                  function consistent with business policy.

PROCEDURE:        Atomic level description of how to do a specific task that
                  when done according to the process flow results in the
                  completion of an activity consistent with business policy. We
                  also refer to these as Methods and Procedures.

COACHING:         On site tutoring or coaching of students on the proper
                  application of policies, processes or procedures.

Telcordia shall develop the design and documentation for the following
management areas:

         a)       PERFORMANCE MANAGEMENT: Policy/process/procedures for trouble
                  reporting within NAPA and to customers. Generation of reports
                  on: installation intervals, customer trouble resolution



     TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
       This document and the confidential information it contains shall be
     distributed, routed or made Available solely to the authorized persons
                having a need to know within Telcordia and NAPA,
                  Except with written permission of Telcordia.

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                        CONFIDENTIAL - RESTRICTED ACCESS
                                 Final Issue v2

                  intervals, etc. (Note, systems for collecting this information
                  is covered under WS1O). Trouble escalation procedures that
                  involve customers and NAPA.


         b)       CHANGE MANAGEMENT: Policy/process/procedures for handling
                  building inventory. Type of information to record, reconciling
                  database with physical inventory, etc. (Note, the inventory
                  software system is being developed under WS1O) Naming and
                  nomenclature for inventoried items. Change control board
                  policy/process/procedures for system upgrades, backups, etc.
                  Data retention policies (e.g., off-site storage, etc.)
                  Evaluation of possible ISO certifications for the NAP.
                  Policy/process/procedure for managing documents.
                  Communications plans and decimation of key learnings.

         c)       CUSTOMER MANAGEMENT: Service activation
                  policies/process/procedures for going from sales of services,
                  to creation of a service order, to alerting customer of the
                  service status. (Note, the actual provisioning of the service
                  is covered under WS 10). This includes coordination of
                  customer equipment deliveries to the NAPA facility.
                  Definitions of policies/process/procedures for managing
                  customer requests and inquiries for existing customers.
                  Service de-activation policies/process/procedures. Customer
                  service acceptance/certification policies/procedures.
                  Policies/process/procedures to handle customer inquiries,
                  opening trouble tickets and to determine status of customer
                  problem resolution.

         d)       SYSTEMS MANAGEMENT: Policies/process/procedures for system
                  administrators that have the responsibilities to manage the
                  NOC servers and database servers. Management of employee
                  desktop systems, employee email, time reporting, voucher
                  systems, etc. Software change control
                  policy/process/procedures. This work will also develop a
                  manual that describes the day to day activities of NOC
                  personnel, and will also include a glossary and definition of
                  terms that are needed by NOC personnel.

         e)       TECHNICAL WEB SITE: Policies/process/procedures for the
                  information to be included in the technical web site. Split of
                  technical information by: globally available information,
                  information for NAP customers only, specific customer
                  information and information for NAPA only. Security systems
                  for the Web site. Definition of self-help web sites that allow
                  customer to initiate or change existing services. Marketing
                  and sales web sites are specifically not included in this WS.
                  This work does not include web site design.

         f)       PHYSICAL AND NETWORK SECURITY MANAGEMENT: Access control
                  procedures. Definition of daily and long-term network security
                  analysis for the physical systems on the second floor of the
                  TECOTA building. Configuration management of the logical
                  network security including access lists and Policy for
                  allowing access to various systems. Specifically not included
                  in this WS are: security audits, periodic reviews and
                  recommendations from those periodic reviews.



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         g)       HUMAN RESOURCES: Definition of staff roles and
                  responsibilities; job titles; example tasks for each title;
                  job requirements and advertisements are included. Training
                  policy including: new-hire training, certification policies,
                  etc. are included. Specifically not included in this WS are
                  worker grade and salary levels; promotion criteria, career
                  path migration.

3.       NAPA RESPONSIBILITIES

         a)       Todd Gale shall be the single point of contact empowered to
                  make decisions related to the Services.

         b)       NAPA shall provide:

                  o        Access to NAPA personnel to assist in defining
                           billing, network and service operations;

                  o        Access to existing policies and procedures that will
                           be used as a basis for the Services.

         c)       NAPA shall review any Deliverable document submitted by
                  Telcordia in draft form and notify Telcordia in writing within
                  ten (10) business days of any deficiencies in the draft
                  Deliverable document in sufficient detail to enable Telcordia
                  to make any necessary changes and submit to NAPA in final form
                  or notify Telcordia of a delay in the document review. If a
                  response is not received on the draft Deliverable within ten
                  (10) business days, the Deliverable will be deemed accepted by
                  NAPA.

Failure to perform any of the above NA.PA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.

4.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

         a)       ESTIMATED AMOUNTS: Telcordia estimates that the fee for the
                  Services will be approximately Eight Hundred Thousand Dollars
                  (US$800,000) ("Estimated Fee"), excluding out of pocket
                  expenses and materials. The Estimated Fee is non-binding on
                  Telcordia, Telcordia shall notify NAPA when it reaches
                  eighty-five percent (85%) of the Estimated Fee. Telcordia
                  shall obtain prior written approval to exceed the Estimated
                  Fee in the aggregate (fees plus reimbursable expenses).
                  Telcordia reserves the right to suspend the performance of
                  Services hereunder and toll the term of this WS until NAPA
                  approves in writing a revised Estimated Fee, if any.

         b)       BILLING: NAPA shall pay Telcordia for the Services on the
                  following basis:


               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
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                                                                          Page 3
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                        CONFIDENTIAL - RESTRICTED ACCESS
                                 Final Issue v2

                  1)       LABOR: All labor shall be reimbursed on an hourly
                           basis, based on the actual hours incurred multiplied
                           by the hourly rates as set forth below. The rates
                           below represent Preferred Pricing rates as defined in
                           Section 2 of the Master Agreement, as amended.

                          ------------- ------------------------- -------
                              ROLE      NAP OF THE AMERICAS ROLES  RATE
                          ------------- ------------------------- -------
                           Engineering          Principal          $315
                          ------------- ------------------------- -------
                           Engineering      Principal Engineer     $242
                          ------------- ------------------------- -------
                           Engineering       Senior Engineer       $180
                          ------------- ------------------------- -------
                           Engineering           Engineer          $144
                          ------------- ------------------------- -------
                           Engineering      Associate Engineer     $120
                          ------------- ------------------------- -------
                           Engineering          Technician          $95
                          ------------- ------------------------- -------
                           Engineering      Junior Technician       $70
                          ------------- ------------------------- -------


                  2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall
                           reimburse Telcordia for all reasonable out-of-pocket
                           expenses incurred in connection with the Services,
                           including, but not limited to, travel, lodging,
                           meals, telephone, all materials purchased by
                           Telcordia exclusively for use in performing the
                           Services and contracted services provided by Third
                           Party Hardware and Software manufacturers, resellers
                           or integrators. Telcordia shall bill NAPA for these
                           out of pocket expenses at cost on a monthly basis.
                           Telcordia shall notify NAPA in advance of contracting
                           with third parties for services to complete this WS.

Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.

5.       DELIVERABLES

Telcordia shall also provide written Deliverables in Adobe Acrobat(R) format and
in Microsoft Office format. During the course of this WS, individual
deliverables will be defined by mutual agreement by Telcordia and NAPA.

6.       SCHEDULE OF SERVICES

 The term of this WS is April 9, 2001 through March 31, 2002.

During the course of this WS, individual deliverables will be scheduled for
completion by mutual agreement by Telcordia and NAPA.

7.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.



               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
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                                                                          Page 4
<PAGE>

                        CONFIDENTIAL - RESTRICTED ACCESS
                                 Final Issue v2


8.       TELCORDIA CONTACTS

<TABLE>
<CAPTION>

                     TECHNICAL CONTACT                                        ADMINISTRATIVE CONTACT
                     -----------------                                        ----------------------
<S>                  <C>                                     <C>                    <C>
Richard Nici                                                 Max Figueroa
Director, Broadband Networking and e-Business                General Manager, Broadband Networking e-Business
331 Newman Springs Rd.                                       331 Newman Springs Rd.
Red Bank, NJ  07701                                          Red Bank, NJ  07701
Telephone:        732-758-5447                               Telephone:        732-758-2218
Fax:              732-758-4177                               Fax:              732-758-4177
Email:            mici@telcordia.com                         Email:            mfiguero@telcordia.com
</TABLE>

9.       OTHER TERMS AND CONDITIONS

         a)       ACCEPTANCE OF SERVICES

         Acceptance of Services shall be deemed to have occurred upon having
performed such Services.

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:
NAP OF THE AMERICAS, INC.              TELCORDIA TECHNOLOGIES, INC.


By: /s/ BRIAN K. GOODKIND              By:  /s/ JOEL M. GOLDSTEIN
   -----------------------------------      -----------------------------------
Name:  BRIAN K. GOODKIND               Name:    JOEL M. GOLDSTEIN
     ---------------------------------        ---------------------------------
Title: EXECUTIVE VICE PRESIDENT & COO  Title:   DIRECTOR, CONTRACT MANAGEMENT
      --------------------------------         --------------------------------
Date:  6-5-01                          Date:    6-11-01
     ---------------------------------        ---------------------------------







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