Exhibit 10(b)


                      EXCLUSIVE MARKETING LICENSE AGREEMENT


This Exclusive Marketing License Agreement ("Agreement") dated as of October 11,
2002  (the  "Effective   Date")  by  and  between  FairPoint   Broadband,   Inc.
("FAIRPOINT"), a Delaware corporation and a wholly owned subsidiary of FAIRPOINT
Communications, Inc., and Artera Group, Inc. ("ARTERA"), a Delaware corporation.

WHEREAS  FAIRPOINT is engaged in the marketing of Internet services to Incumbent
Local Exchange  Carriers  ("ILECs"),  Rural Local Exchange  Carriers  ("RLECs"),
Competitive  Local Exchange  Carriers  ("CLECs") and Internet Service  Providers
("ISPs"); and

WHEREAS  ARTERA is engaged in the  development,  distribution  and  operation of
Internet infrastructure technology and services designed to enhance the speed of
Internet  connections  and  communications  ("ARTERA  TURBO").  ARTERA  TURBO is
currently  marketed by ARTERA for use on  residential  and  business  computers.
ARTERA is currently  developing  additional products and technology derived from
and related to ARTERA TURBO, including but not limited to similar technology and
service  for  switchable  use on lap  top  computers  ("ROAD  WARRIOR")  and for
creating  virtual  private local area networks  (LANs) and virtual  private wide
area networks (WANs) using public access systems (Virtual Private  Networks,  or
"VPNs"); and

WHEREAS  ARTERA's  technology and services can add value to the services sold by
FAIRPOINT and FAIRPOINT is desirous of obtaining from ARTERA the right to market
ARTERA TURBO products and services on a wholesale basis, including the exclusive
right to market ARTERA TURBO products on a wholesale  basis to certain ILECs and
RLECs and to

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certain  specifically  identified  ISPs, as well as a non-exclusive
right to market to other wholesale markets with ARTERA's consent; and

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

Article 1.   DEFINITIONS

As used herein, the terms described below have the following meanings.

1.1       "Affiliate" shall mean any legal entity that,  directly or indirectly,
          is  controlled  by, in control of, or under  common  control  with the
          legal entity with reference to which the term "Affiliate" is used.

1.2       "Aggregate  Net  Revenue"  shall mean the total  revenue  received  by
          FAIRPOINT  from its Customers or End Users  pursuant to this Agreement
          less (a) all Unit Royalties paid or payable to ARTERA; (b) all Support
          Fees paid or payable to, or retained by, FAIRPOINT Customers;  and (c)
          all taxes  paid or  payable  by  FAIRPOINT  under  Article  18 and not
          recovered by FAIRPOINT from the Customer or End User.

1.3       "ARTERA  Business  License"  shall mean a single or multi-seat  ARTERA
          License  granted to a Small  Business to allow the use of the Licensed
          Products  by multiple  users  within  that Small  Business.  An ARTERA
          Business  License  includes  the  right  to  use  the  technology  and
          equipment  provided to the Small Business by ARTERA to provide for the
          business  environment,  as well  as the End  User  Software  for  each
          licensed seat.

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1.4       "ARTERA  License" or "ARTERA End User License"  shall mean the license
          to use the Licensed Product(s),  the Licensed Patents and the Licensed
          Technology  granted  by ARTERA to an End User to allow the End User to
          use the Licensed  Product(s) on its computer(s).  "ARTERA License" and
          "ARTERA End User License" shall include ARTERA Business Licenses.

1.5       "Business  End User" shall mean a user and  licensee  of the  Licensed
          Products  pursuant to an ARTERA Business  License.  The term "Business
          End User"  refers to the Small  Business  entity that is the  licensee
          under an  ARTERA  Business  License  and not to the  individual  users
          within that business entity.

1.6       "Confidential  Information"  shall mean the  information  described in
          Article 5 below and shall  include  the  Deliverables  and any and all
          samples,  models,  prototypes,  drawings,  specifications,   formulas,
          algorithms, software, operating techniques, processes, data, technical
          and other  information,  including  any  information  relating  to the
          status of research or other  investigations  being conducted,  whether
          given  in  writing,   orally,  or  in  magnetic  or  other  electronic
          processing  form to the  extent  that such  information  is not in the
          public domain through other than a breach of this Agreement.

1.7       "Customer" or "FAIRPOINT's  Customer" shall mean a wholesale  customer
          of FAIRPOINT  through whom FAIRPOINT markets the Licensed Products for
          licensing  to End Users,  or to whom  FAIRPOINT  has  sublicensed  its
          rights under this Agreement.  FAIRPOINT's  Customers include,  but are
          not limited  to,  FAIRPOINT's  Market  Members.  Customers  other than
          Market Members may include,  for example,  computer retailers,  CLECs,
          business software  developers,  or similar businesses whose service or

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          product represents a potential  wholesale conduit of Licensed Products
          to End Users, and to whom FAIRPOINT markets the Licensed Products with
          ARTERA's consent pursuant to Section 2.1 below.

1.8       "CRM System" shall mean the accounting and functional interface system
          provided by ARTERA that as a part of the ARTERA TURBO  support  system
          allows  End  Users  of  FAIRPOINT  or  its  Customers  to be  uniquely
          identified from other End Users of the Licensed Product,  and, through
          the ARTERA reseller  center,  allows FAIRPOINT and ARTERA to interface
          with ARTERA's records and systems for the purpose of initiating ARTERA
          End User Licenses pertaining to FAIRPOINT or its Customers, activating
          or  deactivating  those End Users'  access to the  Internet  Platform,
          billing or invoicing  those End Users and  otherwise  providing  first
          level support to those End Users, all as more  specifically  described
          on Schedule 1.8.

1.9       "Deliverables" shall mean the models, specifications,  codes and other
          documentation  and  materials  described  on Schedule 4.3 hereto to be
          delivered by ARTERA to FAIRPOINT under Section 4.3 of this Agreement.

1.10      "End User" shall mean a user and licensee of the  Licensed  Product(s)
          pursuant to an ARTERA License, including an ARTERA Business License.

1.11      "End User License Fee" shall mean the monthly  license  and/or service
          fees paid by an End User of a  FAIRPOINT  Customer  for the use of the
          Licensed Product.

1.12      "End User Software" shall mean the Licensed Product software  resident
          or  installed  on the End User's  personal  computer(s)  or at the End
          User's location.

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1.13      "Initial License Installment" shall mean the first monthly installment
          payment of the License Fee paid by  FAIRPOINT  upon  execution of this
          Agreement pursuant to Section 3.1.

1.14      "Internet  Platform"  shall mean all of the software and hardware (not
          including the End User Software) owned, leased or otherwise controlled
          by,  or   licensed   to,   ARTERA   which  make  up  the   established
          communications platform described in Schedule 21.3, and used by ARTERA
          or  otherwise  necessary to the  operation  of the Licensed  Products,
          including the Platform Hardware and the Platform Software.

1.15      "Know-how", in general, will have its usual and accepted meaning, that
          is, inter alia, all factual  knowledge and  information not capable of
          precise, separate description but which, in an accumulated form, after
          being  acquired  as the  result of trial and  error,  gives to the one
          acquiring  it an  ability to produce  and market  something  which one
          otherwise would not have known how to produce and market with the same
          accuracy or precision necessary for commercial success.

1.16      "Level I Support"  shall  mean those  support  services  described  on
          Schedule 1.16.

1.17      "Level II Support"  shall mean those  support  services  described  on
          Schedule 1.17.

1.18      "License" shall mean, inclusively,  all licenses and rights granted to
          FAIRPOINT in this Agreement.

1.19      "Licensed  Patents"  shall mean all those patents and pending  patents
          relating  to the  Licensed  Products  that are owned by or licensed to
          ARTERA,  together with those patents issued under patent  applications
          filed or to be filed relating to the Licensed Products,

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          including   any   continuations,   continuations-in-part,   divisions,
          extensions,  reissues,  re-examinations  or  renewals  of  any  of the
          foregoing. Such Licensed Patents pending as of the date hereof are set
          forth on Schedule 1.19 hereto,  which  Schedule  shall be updated from
          time to time by ARTERA to reflect new or additional  patents or patent
          applications and the status of pending patent applications.

1.20      "Licensed Products" shall mean the software embodying or employing all
          or part of the Licensed  Patents or Licensed  Technology,  licensed to
          Residential  and Small  Business  End Users as a bundled or  unbundled
          add-on subscription product or service, including, but not limited to,
          "Artera Turbo", "Road Warrior", "Virtual Private Network", "SmartHost"
          and all updates,  enhancements  and/or derivatives  thereof,  together
          with  the  right  to  use  such  software  and  Licensed  Products  in
          connection with the Internet  Platform.  "Licensed  Products" includes
          all  software   products  and  Internet  access  systems  or  services
          developed and  commercially  implemented  by ARTERA during the term of
          this Agreement that  incorporate the Licensed  Patents or the Licensed
          Technology  or  any  modifications  or  derivatives   thereof  or  are
          otherwise  based upon Licensed  Products  existing as of the Effective
          Date.

1.21      "Licensed  Technology" shall mean that unpatented  technology relating
          to the Licensed Products and owned by or licensed to ARTERA.

1.22      "License Fee" shall mean the total License Fee payable by FAIRPOINT to
          ARTERA pursuant to Section 3.1 below.

1.23      "Market" or  "FAIRPOINT's  Market"  shall mean (a) all ILECs and RLECs
          based in the United States and Canada,  except for the Reserved ILECs;
          and (b) the Selected ISPs.

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1.24      "Market  Member"  or  "Member  of  FAIRPOINT's  Market"  shall mean an
          individual ILEC, RLEC or Selected ISP within the Market.

1.25      "Monthly License  Installment(s)"  shall mean the monthly  installment
          payments  towards the License Fee paid by FAIRPOINT  after the Initial
          License Installment pursuant to Section 3.1 below.

1.26      "Payment  Breach"  shall  mean the  failure  by  FAIRPOINT  to pay any
          Monthly License Installment or Unit Royalties when due.

1.27      "Platform  Hardware"  shall mean all servers,  computer  data centers,
          host  computers,  communication  systems  and  switches  and all other
          hardware  owned,  leased or  operated by ARTERA and  necessary  to the
          operation and  functioning  of the Internet  Platform and the Licensed
          Products.

1.28      "Platform Software" shall mean all software owned, leased, licensed to
          or used by ARTERA and necessary to the operation  and  functioning  of
          the Internet Platform and the Licensed Products, but not including the
          End User Software.

1.29      "Reserved  ILECs" shall mean those ILECs  identified on Schedule 1.29,
          to whom ARTERA has reserved the exclusive right to market the Licensed
          Products.

1.30      "Reserved  ISPs"  shall  mean  those  twenty-two  ISPs  identified  on
          Schedule  1.30,  to whom ARTERA has  reserved the  exclusive  right to
          market the Licensed Products.

1.31      "Reserved Market" shall mean the Reserved ISPs and the Reserved ILECs,
          collectively.

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1.32     "Residential  End User"  shall mean an End User  pursuant to an ARTERA
          License that is not an ARTERA Business License.

1.33      "Selected ISPs" shall mean those fifty (50) ISPs selected by FAIRPOINT
          from among all United States based ISPs (except for the Reserved ISPs)
          to be a part of the Market,  identified on Schedule 1.33, as it may be
          amended or  supplemented  by FAIRPOINT in writing from time to time in
          accordance  with its terms.  FAIRPOINT's  Selected  ISPs list shall be
          subject  to  the  approval  of  ARTERA,   which   approval  shall  not
          unreasonably be withheld.

1.34      "Small  Business"  shall  mean a business  that  either (a) has 200 or
          fewer  employees or (b) has or uses 100 or fewer computers or computer
          terminals.

1.35      "Support  Fees"  shall  mean  all  amounts  paid by  FAIRPOINT  to its
          Customer (or retained by its Customer from amounts  otherwise  payable
          to  FAIRPOINT  that would not have been payable by FAIRPOINT to ARTERA
          under  this  Agreement  ) as  consideration  from  FAIRPOINT  for  the
          Customer's marketing to and support of End Users.

1.36      "Technical Information" shall mean technical, design, engineering, and
          manufacturing   information   and  data   pertaining  to  the  design,
          manufacture,   commercial  production  and  distribution  of  Licensed
          Products  in the  form of  designs,  prints,  plans,  material  lists,
          drawings,  specifications,  instructions,  reports,  records, manuals,
          other  written  materials,  computer  programs  and software and other
          forms or media relating thereto.

1.37      "Territory" shall mean the United States and Canada.

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1.38      "Unit" shall mean a one-month  period of an End User's license and use
          of a Licensed Product.

1.39      "Unit Royalties" shall mean the royalty payable by FAIRPOINT to ARTERA
          on each  Unit  licensed  to an End  User  by or  through  a  FAIRPOINT
          Customer, as more particularly described in Article 3 below.

Article 2.   GRANT OF LICENSE AND RIGHTS

2.1       License.  Subject  to the  terms  and  conditions  of  this  Agreement
          (including but not limited to Section 8.2 below), ARTERA hereby grants
          to FAIRPOINT and its Affiliates  during the term of this Agreement (a)
          an  exclusive  license to market the  Licensed  Products  through  the
          Market to End Users in the Territory;  and (b) a non-exclusive license
          to market the Licensed  Products to End Users through Customers in the
          Territory  other than  Market  Members,  subject to  ARTERA's  consent
          pursuant to Section 2.2 below. FAIRPOINT's License with respect to the
          Market  shall be  exclusive as to all others,  including  ARTERA.  For
          purposes of the exclusive  license granted by clause (a) above, a CLEC
          that is an Affiliate of a Market  Member shall be  considered a Market
          Member  subject  to  FAIRPOINT's  exclusive  rights.  This  License is
          intended to grant to FAIRPOINT  all rights  necessary for it to market
          the  Licensed  Products to End Users  through  FAIRPOINT's  Customers,
          including  the  right to make  copies of the End User  Software  to be
          provided to End Users; to be paid and retain all End User License Fees
          (including the right to be paid and retain all continuing  monthly End
          User  License  Fees paid for the entire  term of an End User's  ARTERA
          License so long as ARTERA's  End User  License was entered into during
          the term of FAIRPOINT's  License under this

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          Agreement);  to enter into  sublicenses or other  agreements  with its
          Customers  consistent  with this  Agreement;  to  reproduce,  copy and
          distribute   ARTERA's  Licensed  Product(s)   documentation,   product
          descriptions and promotional  materials;  and to modify such materials
          as requested by Customers (subject to the limitations and requirements
          of Sections 2.6 and 2.7 below) for the purpose of providing  necessary
          access  through  the  CRM  System  or  identifying   the  Customer  in
          connection with the Licensed Product. This License conveys no right to
          modify  the  Licensed  Products,  to  prepare  derivative  works of or
          modifications to the Licensed  Products,  to use the Licensed Products
          for FAIRPOINT's own purposes, or to sell or copy the Licensed Products
          for any purpose  other than for delivery to  FAIRPOINT's  Customers or
          their End Users, as contemplated by this Agreement.

2.2       ARTERA's Consent to Non-Market  Customers.  FAIRPOINT may enter into a
          sublicense  or  agreement  to  market  the  Licensed  Products  with a
          Customer  in the  Territory  who is not a Market  Member only with the
          prior written consent of ARTERA,  which consent shall not unreasonably
          be withheld. It is the purpose and intent of this Section 2.2 to allow
          ARTERA to ensure that all marketing of the Licensed Products to retail
          customers be consistent with ARTERA's  development and marketing plans
          for the retail  market  outside of the Market,  and  ARTERA's  consent
          shall be  granted  or  withheld  in light of those  plans  and  goals.
          Notwithstanding the foregoing,  ARTERA shall have the unfettered right
          (a) with  respect to the  Reserved  Market or  entities  to or through
          which  ARTERA or another of its  distributors  then  markets  Licensed
          Products, to withhold its consent and (b) with respect to entities not
          in the Market or the Reserved Market and to or through which ARTERA or
          another of its distributors does not then market Licensed

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          Products,   to  condition  its  consent  on  FAIRPOINT's   securing  a
          distribution  commitment  from such entity for the  Licensed  Products
          within as little as six months  from the  effective  date of  ARTERA's
          consent   (which  period  may  be  extended  by  Artera  in  its  sole
          discretion).  During the term of this Agreement, ARTERA will not enter
          into any  agreement  with any other  wholesale  licensee,  reseller or
          distributor of Licensed  Products in the Territory that grants to such
          wholesale  licensee,  reseller  or  distributor  a  right  to add  new
          subdistributors not distributing Licensed Products at the time that is
          less restrictive to such wholesale  licensee,  reseller or distributor
          than clause (b) above is to FAIRPOINT.

2.3       Scope of Marketing Rights.  FAIRPOINT's License includes the right for
          its Customers to market the Licensed Products directly to End Users on
          a retail  basis,  through  mass  mailing,  mass  e-mail or  otherwise,
          regardless  of what ISP such End User may be subscribed  to,  provided
          that neither  FAIRPOINT  nor its  Customers  shall market the Licensed
          Products on a wholesale basis to any Reserved ISP or Reserved ILEC, or
          to any Customer who is not a Market Member  without  ARTERA's  consent
          pursuant to Section 2.2.

2.4       Assignment and Sublicensing. The rights granted to FAIRPOINT hereunder
          may be  sublicensed,  conveyed,  assigned or otherwise  transferred by
          FAIRPOINT,  to the fullest  extent  necessary  to market the  Licensed
          Products, to FAIRPOINT's Customers and their End Users as contemplated
          under this Agreement.

2.5       Acceptance.  FAIRPOINT  hereby (i) accepts the rights granted to it by
          ARTERA under this  Agreement;  and (ii)  acknowledges  that the rights
          that  ARTERA has  granted to  FAIRPOINT  hereunder  are limited to the
          marketing and distribution of Licensed

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          Products through FAIRPOINT's  Customers or otherwise,  and are subject
          to the other limitations set forth in this Agreement.

2.6       Patent and Copyright  Notices.  Each copy of the End User Software and
          all documentation or marketing materials sold, leased,  distributed or
          otherwise  transferred by or through  FAIRPOINT shall be marked with a
          suitable  legend  identifying  ARTERA  as the  owner  of the  Licensed
          Patents and Licensed Technology, and as the owner and developer of the
          Licensed Product, with the appropriate patent,  copyright or trademark
          notice, as the case may be. FAIRPOINT shall not remove any such notice
          from any End User  Software  or other  Deliverables  provided to it by
          ARTERA. In marketing the Licensed Products, FAIRPOINT or its Customers
          may reference  their own names or brands,  but only if in  conjunction
          with a reference to ARTERA as the owner and developer of such Licensed
          Products, or words to similar effect.

2.7       Trademark  and  Copyright.  FAIRPOINT  shall have the right to use and
          copy  any  and  all  marks,  trademarks,  service  marks,  images  and
          copyrights of ARTERA pertaining to the Licensed Products in connection
          with marketing the Licensed Products,  and may grant this right to its
          Customers for that limited purpose.  Unless otherwise agreed by ARTERA
          in writing in advance,  all  literature or materials used by FAIRPOINT
          or its Customers shall  prominently  display the trademark and logo of
          ARTERA,  and where  applicable,  any  copyright  or patent  notices of
          ARTERA,  and, subject to the last sentence of Section 2.6 above, shall
          identify ARTERA as the owner and developer of the Licensed Products.

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2.8       Sublicenses  and Marketing  Agreements by FAIRPOINT.  FAIRPOINT  shall
          market the Licensed  Products  only to or through its  Customers.  For
          purposes of marketing to its  Customers,  FAIRPOINT may  sublicense or
          assign  (on  a  non-exclusive  basis)  its  rights  hereunder  to  its
          Customers  to allow and  assist  its  Customers  to sell the  Licensed
          Products  to the  Customer's  End  Users,  and  may  enter  into  such
          sublicenses or written agreements with its Customers, not inconsistent
          with  this  Agreement,  as  are  reasonably  necessary  to  allow  its
          Customers to do so. Unless otherwise agreed to by ARTERA in advance in
          writing,  all such sublicenses or agreements between FAIRPOINT and its
          Customers shall prohibit wholesale  marketing of the Licensed Products
          by the  Customer,  and shall  prohibit the Customer  from  operational
          bundling (as opposed to price  bundling,  which is  permitted)  of the
          Licensed Products with any other service, product or software.

2.9       No License between End User and FAIRPOINT. Notwithstanding anything to
          the contrary in this Agreement, all licenses with End Users to use the
          Licensed  Products  shall be an ARTERA  License,  entered  into solely
          between  ARTERA  and the End User.  Neither  FAIRPOINT  nor any of its
          Customers  shall be a party to or have any  rights or  obligations  to
          ARTERA or to an End User under an ARTERA License,  excepting only that
          the subscription agreement or terms of service for such ARTERA License
          may  provide  for  payment of the End User  License  Fee  directly  to
          FAIRPOINT or the Customer.

Article 3.   FEES AND CERTAIN SUPPORT SERVICES

3.1       License Fees. FAIRPOINT shall pay to ARTERA a License Fee in the total
          amount  of  two  million  sixteen  thousand  dollars  ($2,016,000.00),
          payable in monthly  installments in

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          the  amount  of  eighty-four   thousand  dollars   ($84,000.00)  each,
          beginning with the Initial License  Installment  paid on the Effective
          Date, and continuing with twenty-three  additional consecutive Monthly
          License  Installments  on the first day of each following  month until
          paid in full.

3.2       Royalties to ARTERA for Residential End Users.

          (a)  Residential  End  Users  Within  Six (6)  Months.  For each  Unit
               initially  licensed  to a  Residential  End User by or  through a
               FAIRPOINT  Customer  within six (6) months of the Effective Date,
               FAIRPOINT  shall pay to ARTERA Unit Royalties equal to 40% of the
               price of the Unit on  ARTERA's  standard  residential  user price
               sheet for the month of the  license to the  Residential  End User
               (the "Standard  Residential Price"). For purposes of this Section
               3.2(a) only, a Residential  End User shall be deemed to have been
               initially  licensed to use the  Licensed  Product on the date the
               Residential  End  User  begins  any  free  trial  period  if  the
               Residential End User then continues an ARTERA License immediately
               after the end of the free trial period.

          (b)  Residential  End  Users  After  Six (6)  Months.  For  each  Unit
               licensed  to a  Residential  End User by or  through a  FAIRPOINT
               Customer  more  than six (6)  months  after the  Effective  Date,
               FAIRPOINT  shall pay ARTERA  Unit  Royalties  equal to 50% of the
               Standard Residential Price.

3.3       Unit  Royalties  for Business End Users.  For each Unit  licensed to a
          Business End User through a FAIRPOINT  Customer,  FAIRPOINT  shall pay
          ARTERA  Unit  Royalties  equal  to 50% of the  price  of the  Unit  on
          ARTERA's  standard  business  user  price  sheet  for the

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          month of the license to the End User through a FAIRPOINT Customer (the
          "Standard Business Price").

3.4       Collection  of  End  User  License  Fees  and  Payment  of  Royalties.
          FAIRPOINT  has the right to collect and owns all End User License Fees
          upon collection thereof.  End User License Fees shall be collected and
          Unit  Royalties  shall be paid in accordance  with the  collection and
          payment terms set forth on Schedule  3.4.  Schedule 3.4 may be amended
          in writing by the parties from time to time as reasonably necessary to
          reflect the actual or then desired  billing and collection  methods of
          the parties,  either generally or with respect to one or more specific
          Customers.

3.5       Certain Finder's Fees. ARTERA has previously committed to pay finder's
          fees to certain  entities in connection  with ARTERA End User Licenses
          licensed  through  certain  companies  that  otherwise  are  FAIRPOINT
          Customers.    Schedule    3.5   hereto    identifies    the   specific
          Customers/companies  for whom  finder's fees are to be paid by ARTERA,
          the identity of the finder,  and certain  terms of ARTERA's  agreement
          with that  finder.  With respect to the  companies  listed on Schedule
          3.5,  FAIRPOINT will pay ARTERA,  in addition to the Unit Royalty,  an
          additional  finder's fee equal to 50% of the finder's fee agreed to by
          ARTERA, for the term of ARTERA's commitment to the finder, both as set
          forth on Schedule 3.5.

3.6       Competitors  of FAIRPOINT.  ARTERA and FAIRPOINT  both  recognize that
          some Members of FAIRPOINT's Market are competitors of FAIRPOINT in the
          telecommunications  industry, and may be reluctant or prefer not to do
          business  through or with  FAIRPOINT.  ARTERA and FAIRPOINT  shall use
          their best  efforts  to cause

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          such entities to do business through  FAIRPOINT;  however,  ARTERA and
          FAIRPOINT  further  agree that to the extent it becomes  necessary  to
          allow a Member  of  FAIRPOINT's  Market  to  contract  or do  business
          directly with ARTERA in order to secure such Market Member's business,
          ARTERA may effect such  contract  directly,  provided  that  FAIRPOINT
          shall be compensated by ARTERA or such Market Member for each Licensed
          Product Unit  licensed  through  such Market  Member in a manner to be
          agreed  upon by ARTERA and  FAIRPOINT,  consistent  with the intent of
          this  Agreement  and  consistent  with the  terms of  FAIRPOINT's  own
          agreements with similarly situated Market Members.

3.7       Standard  Prices.  Schedule 3.7 hereto sets forth  ARTERA's  suggested
          retail  prices  (including  the  Standard  Residential  Price  and the
          Standard Business Price) for the Licensed Products as of the Effective
          Date. ARTERA shall provide to FAIRPOINT an amended or updated Schedule
          3.7 not less than sixty (60) days prior to ARTERA's proposed effective
          date for any changes to its standard prices,  or every six (6) months,
          whichever is sooner.  Within thirty (30) days of the  Effective  Date,
          FAIRPOINT  shall provide ARTERA a description of FAIRPOINT'S  standard
          pricing  formula to its  Customers,  and  thereafter  shall provide to
          ARTERA an updated  description  of its standard  pricing  formula on a
          schedule no less frequent than that required of ARTERA pursuant to the
          preceding sentence.

3.8       Effect  of  Merger  of  Certain  Entities.  In the  event of a merger,
          acquisition  or combination  of separate  entities,  one of which is a
          Customer of  FAIRPOINT,  and the other of which is a direct  wholesale
          customer of ARTERA or of another  licensee of ARTERA in the  Territory
          (or an  acquisition  of one by the  other)  the  respective  rights of

                                       16
<PAGE>


          FAIRPOINT and ARTERA,  or its other  licensee (as used in this Section
          3.8 only,  "ARTERA"  shall  hereafter  mean and refer to ARTERA or its
          other  wholesale  licensee,  as the case may be) shall be  governed by
          this Section 3.8.  Examples of the above might be, for instance,  if a
          Reserved  ISP acquires a Selected  ISP or a Market  Member  acquires a
          Reserved ISP.

          (a)  If  the  Primary   Entity  (as  defined  below)  in  the  merger,
               acquisition  or combination  was the Customer of FAIRPOINT,  then
               the  surviving  entity shall become a FAIRPOINT  Customer for all
               purposes  under this  Agreement;  if the  Primary  Entity was the
               direct wholesale customer of ARTERA or another licensee of ARTERA
               in the  Territory,  then the  surviving  entity  shall  become an
               ARTERA  customer  for all  purposes  under  this  Agreement.  The
               "Primary  Entity" shall be  determined  as follows:  (i) If it is
               reasonably  clear that one entity is acquiring  the other entity,
               then the Primary Entity is the acquiring entity; or (ii) if it is
               not  reasonably  clear  that one  entity is  acquiring  the other
               entity  or if the  transaction  is a merger of  equals,  then the
               Primary  Entity  is the one that has more End User  licensees  of
               Licensed Products as of the date of the relevant transaction.

          (b)  Notwithstanding  the  provisions  of clause (a) above,  ARTERA or
               FAIRPOINT, as the case may be, shall retain all rights to collect
               and retain all End User  License Fees for all End Users that were
               originally licensed through their customer prior to the effective
               date of such  merger,  acquisition  or  combination  (subject  to
               payment of Unit Royalties by FAIRPOINT, if applicable). Rights to
               License Fees  pertaining to additional,  new End Users  following
               the  merger,  acquisition  or  combination  shall be  apportioned
               between  ARTERA and  FAIRPOINT in the

                                       17
<PAGE>


               same ratio as the number of End Users that  existed  through  the
               two  respective  customers  prior to the merger,  acquisition  or
               combination.  In the  event  it is or  becomes  not  possible  to
               identify which End Users were originally  licensed  through which
               entity  or  which  End  Users  were  added   after  the   merger,
               acquisition or combination,  ARTERA and FAIRPOINT shall make such
               other  equitable  arrangements  with  respect to ownership of End
               User License Fees and payment of Unit Royalties as are consistent
               with the intent of this Agreement, including this Section 3.8.

Article 4.   DISCLOSURE OF INFORMATION, DATA AND KNOW-HOW;

             DELIVERY OF PRODUCTS

     4.1  Disclosure.  The parties shall disclose to each other and ARTERA shall
          disclose  to   FAIRPOINT's   Customers  such   appropriate   Technical
          Information  as may be reasonably  required to accomplish the purposes
          of this Agreement.  It is agreed, however, that neither party shall be
          obligated to disclose  information,  the  disclosure of which has been
          restricted by a third party.

     4.2  Treatment.  All disclosed Technical  Information which is Confidential
          Information (as defined in Article 5 below) shall be kept confidential
          by the receiving  party in accordance  with the further  provisions of
          Article 5 below and will remain the property of the disclosing party.

     4.3  Deliverables.  ARTERA  agrees  that  the  Licensed  Products  shall be
          available  for  marketing and licensing by FAIRPOINT and its Customers
          and  completely  functional  to an End User,  and that the CRM will be
          fully functional to FAIRPOINT and to its

                                       18
<PAGE>


          Customers,  in  accordance  with the  availability  dates set forth on
          Schedule  4.3  hereto.  Time is of the  essence  with  respect  to the
          delivery and availability  dates for those items set forth in Sections
          I and II of Schedule 4.3 (the "Critical Deliverables"). In the event a
          Critical  Deliverable  is not  delivered  on or before the  guaranteed
          delivery  date set forth on  Schedule  4.3,  each  subsequent  Monthly
          License Installment shall be reduced by an amount equal to ten percent
          (10%)  thereof  for each  month or part  thereof  that  such  Critical
          Deliverable  remains  undelivered,  and the total License Fee shall be
          reduced  to an  amount  equal  to the  total  of the  Monthly  License
          Installments, as reduced hereby.

Article 5.   CONFIDENTIALITY

5.1       Definitions.  Each  party  possesses  and  will  continue  to  possess
          confidential  information  relating to its  business  and  technology,
          which has substantial  commercial and scientific value in the business
          in  which  it is  engaged  ("Confidential  Information").  Subject  to
          Section 5.4, Confidential Information includes, but is not limited to:
          Deliverables,   Technical  Information,   trade  secrets,   processes,
          formulas,  data  and  Know-how,  discoveries,  developments,  designs,
          improvements,  inventions,  techniques,  marketing plans,  strategies,
          forecasts, new products, software documentation, unpublished financial
          statements,  budgets,  projections,  licenses, prices, costs, customer
          lists,  supplier  lists and any other  material  marked  "Confidential
          Information",  "Proprietary  Information" or in some other  reasonable
          manner to indicate it is confidential.  Any  Confidential  Information
          disclosed  between the parties hereto orally or visually,  in order to
          be subject to this Agreement,  shall be so identified to the receiving
          party at the time of  disclosure  and  confirmed in a written  summary
          appropriately  marked as herein  provided  within  ten (10) days after
          such oral or visual disclosure.

                                       19
<PAGE>


5.2       Treatment. Each party shall, during the term of this Agreement and for
          a period  of five (5) years  thereafter,  hold in  confidence  and not
          disclose to third parties except as specifically  permitted under this
          Section 5.2 and Section 5.4 below any and all Confidential Information
          of the other party disclosed directly or indirectly to it by the other
          party.  With respect to Confidential  Information  that  constitutes a
          trade secret, as defined by the Uniform Trade Secrets  Protection Act,
          a party's obligations of confidentiality  under this Section 5.2 shall
          not  expire  after five (5) years,  but shall  terminate  only if, and
          when, such information otherwise becomes generally known to others who
          can benefit from its use or  otherwise no longer  qualifies as a trade
          secret.

          Each party shall take the following minimum safeguards with respect to
          the Confidential Information of the other party:

          (a)  Only those of its employees who need to receive the other party's
               Confidential  Information  in order to carry out the  purposes of
               this  Agreement  shall have access to such  information  and such
               access shall be limited to only so much of such information as is
               necessary for the particular  employee to properly perform his or
               her duties;

          (b)  All documents,  drawings,  writings and other  embodiments  which
               contain  Confidential  Information  of the other  party  shall be
               maintained in a prudent manner in a secure  fashion  separate and
               apart  from  other  information  in its  possession  and shall be
               removed  therefrom  only as needed to carry out the  purposes  of
               this Agreement;

                                       20
<PAGE>


          (c)  All  documents,  drawings,  writings  and  other  embodiments  of
               information  the security or  safekeeping of which are subject to
               governmental  regulations  shall be kept in accordance with those
               regulations;

          (d)  All   employees  and   contractors   who  shall  have  access  to
               Confidential  Information  of the  other  party  shall  be  under
               obligation to it (i) to hold in  confidence  and not disclose all
               Confidential  Information made available to them in the course of
               their  employment  or  services;  (ii) to use  such  Confidential
               Information  only in the course of performing  their duties;  and
               (iii) to assign to their employer or the party retaining them all
               inventions or improvements relating to such entity's business and
               conceived  while in such  entity's  employ  or  retained  by such
               entity unless such  assignment  is prohibited by applicable  law;
               and

          (e)  FAIRPOINT  may  disclose  ARTERA's  Confidential  Information  to
               FAIRPOINT's  Customers  as necessary to carry out the purposes of
               this  Agreement;  provided,  however,  that FAIRPOINT shall cause
               each such  Customer to execute a  non-disclosure  agreement  in a
               form substantially equivalent to the terms hereof.

          Notwithstanding   the  foregoing,   a  party  receiving   Confidential
          Information of the other party may disclose to its  subcontractors and
          material  and  component   suppliers  so  much  of  such  Confidential
          Information as is necessary to enable such party to perform its duties
          and obligations  related to the accomplishment of the purposes of this
          Agreement;   provided  that  such  subcontractors  and  suppliers  are
          obligated to such party in writing (i)

                                       21
<PAGE>


          to hold in confidence and not disclose such information;  and (ii) not
          to use such information except as authorized by such party.

          For purposes of this Article 5,  delivery by FAIRPOINT to an End User,
          whether  directly  or through a  FAIRPOINT  Customer,  of the End User
          Software   shall  not   constitute  a   disclosure   by  FAIRPOINT  of
          Confidential Information of ARTERA.

          In no event shall the party receiving Confidential  Information of the
          other party  disassemble,  reverse  engineer,  re-engineer,  redesign,
          decrypt,  decipher,  reconstruct,   re-orient,  modify  or  alter  any
          Confidential  Information  of the  disclosing  party  or  any  circuit
          design,  algorithm,  logic or  program  code in any of the  disclosing
          party's  products,  models or prototypes  which  contain  Confidential
          Information  or attempt any of the foregoing  without first  obtaining
          written consent of the disclosing party in each instance.

5.3       Return. All documents,  drawings,  writings and other embodiments of a
          party's Confidential Information,  as well as those produced,  created
          or derived from the disclosing party's Confidential  Information which
          incorporate the disclosing party's Confidential  Information,  and all
          copies  thereof,  shall be returned  promptly to it by the other party
          upon the termination of this Agreement provided that the parties shall
          continue to be bound by the provisions of Section 5.2 above.

5.4       Exclusions.  Confidential  Information  shall not include  information
          that:

          (a)  Was at the time of  disclosure  in the public  domain  through no
               fault of the party receiving it;

                                       22
<PAGE>


          (b)  Becomes part of the public  domain after  disclosure to the party
               receiving it through no fault of such party;

          (c)  Was in the possession of the party  receiving it (as evidenced by
               written  records) at the time of disclosure  and was not acquired
               directly or indirectly from the other party, or a third party, as
               the case may be, under a continuing  obligation  of confidence of
               which the party receiving it was aware;

          (d)  Was received by the party  receiving it (as  evidenced by written
               records)  after  the time of  disclosure  hereunder  from a third
               party who did not require it to be held in confidence and who did
               not acquire it directly or indirectly  from the other party under
               a  continuing   obligation  of  confidence  of  which  the  party
               receiving it was aware;

          (e)  Is required by law, governmental regulations,  court order or the
               rules of any relevant  securities  exchange to be disclosed,  but
               only to the extent of such required disclosure;  provided, that a
               party required to so disclose Confidential  Information shall use
               best  efforts  to  notify  the  other  party  of  such  potential
               disclosure as soon as  practicable  so that such party may seek a
               protective  order or other remedies to maintain in confidence any
               such Confidential Information;

          (f)  Was developed  independently  by the receiving  party and without
               the  use  of  any  Confidential  Information  received  from  the
               disclosing party under this Agreement; or

                                       23
<PAGE>


          (g)  Was or is  disclosed  by the  party  owning  it to third  parties
               without  restrictions  on use or  disclosure  comparable to those
               contained herein.

Article 6.   MARKETING AND SUPPORT OBLIGATIONS

6.1       FAIRPOINT's Marketing Obligations.  During the term of this Agreement,
          FAIRPOINT  shall use  commercially  reasonable  efforts  to market the
          Licensed  Products to FAIRPOINT's  Market.  Nothing in this Agreement,
          however,  shall be deemed to obligate FAIRPOINT to market the Licensed
          Products to every Member of its Market,  or to any specific  Member of
          its Market. FAIRPOINT shall have the right, but not the obligation, to
          market the Licensed  Products to Customers  other than Market Members,
          subject to the limitations set forth in this Agreement.

6.2       FAIRPOINT's  Support  Obligations.  FAIRPOINT shall be responsible for
          ensuring  that Level I Support is provided and  available to End Users
          of its  Customers  not less than twelve  (12) hours per day,  five (5)
          days per week  (Monday  through  Friday).  FAIRPOINT  may fulfill this
          obligation  (and  the  parties  contemplate  that  it will do so) by a
          contractual requirement with its Customers for the Customer to provide
          Level I Support to End Users.

6.3       ARTERA's  Marketing  Obligations.  ARTERA shall  provide for FAIRPOINT
          such marketing  assistance as may be reasonably requested by FAIRPOINT
          from  time  to  time,  including  but not  limited  to  marketing  and
          advertising  materials;  identification  of  FAIRPOINT on ARTERA's Web
          site and marketing materials as an authorized licensee and reseller of
          the Licensed  Products;  providing  personnel for  demonstrations  and
          marketing presentations to FAIRPOINT Customers; assisting FAIRPOINT in
          contract

                                       24
<PAGE>


          negotiations with Customers and providing to Customers and prospective
          Customers  such   information  or  assistance  as  may  be  reasonably
          requested in connection  with the Customer's due diligence;  providing
          market  intelligence,  including advice as to how best to position the
          Licensed  Products  and compete  against  other  providers of enhanced
          Internet  access  products.  ARTERA shall  provide to FAIRPOINT at all
          times the same or greater level of assistance and information  that it
          provides to other  licensees or  wholesale or retail  resellers of the
          Licensed  Products in the  Territory.  FAIRPOINT and ARTERA agree that
          this Section 6.3 requires  ARTERA to incur only  reasonable  costs and
          expense  in   connection   with   Customer   marketing   and  contract
          negotiation,  taking into consideration such factors as the assistance
          previously  provided with respect to that Customer,  the number of End
          Users potentially  connected with that Customer,  the actual prospects
          of  contracting  with the  Customer and other such factors that ARTERA
          might reasonably consider in determining whether to allocate resources
          to market to that  Customer.  In the  event of  disagreement  over the
          reasonableness of a request by FAIRPOINT, the parties shall confer and
          attempt in good faith to resolve such disagreement.

6.4       ARTERA's Support  Obligations.  ARTERA shall be solely responsible for
          providing  Level II Support,  which shall be  available  at no cost or
          charge on a reasonable  basis to  FAIRPOINT,  its  Customers,  and its
          Customer's End Users twelve (12) hours per day, five (5) days per week
          (Monday through Friday),  plus on-call support  available to FAIRPOINT
          and its Customers  twenty-four  (24) hours per day, seven (7) days per
          week.  Access to Level II Support shall be by online  methods,  and by
          toll free  telephone,  at no cost to  FAIRPOINT,  its Customers or its
          Customer's End Users. ARTERA shall provide

                                       25
<PAGE>


          all updates, enhancements,  improvements ("Upgrades") or modifications
          to the  Licensed  Products  to  FAIRPOINT  or its  Customers  and  its
          Customers'  End  Users  at no cost via  online  downloads,  and  shall
          provide  to   FAIRPOINT  a  master  CD  for  each  such   Upgrade  and
          modification for copying and distribution to FAIRPOINT'S Customers.

6.5       Training and Support by ARTERA.  ARTERA shall provide  FAIRPOINT,  its
          Market  Members  and  Customers,  and each of their  End  Users,  with
          engineering,  maintenance  and sales  support with respect to the CRM,
          the Internet  Platform,  and the Licensed Products to be sold, leased,
          distributed or otherwise transferred by FAIRPOINT under this Agreement
          to the  extent  set forth in  Schedule  6.5  hereto.  Training  may be
          provided by ARTERA by regularly  scheduled  classroom  training at its
          offices.

6.6       Most Favored Customer.  ARTERA shall at all times provide the Licensed
          Products,  product support  related  thereto and marketing  support to
          FAIRPOINT  and  to  its  Customers  on  financial   terms   (including
          FAIRPOINT's License Fee) and at prices no less favorable than the best
          price and financial terms  (including  initial license fees) available
          to other customers, licensees or resellers of the Licensed Products in
          the  Territory.  ARTERA  warrants that the Unit  Royalties  payable by
          FAIRPOINT  under  Article  3  hereof  are  equal  to or less  than any
          royalties or equivalent  consideration  charged by ARTERA to others in
          the  Territory,  and  agrees  that in the  event  it  enters  into any
          agreement with any other party (not including any Affiliate of ARTERA)
          that provides to that party lower royalties for the Licensed  Products
          (or a lower  net  cost  for the  Licensed  Product  after  payment  of
          royalties or similar  charges) in the Territory,  this Agreement shall
          be  automatically  amended to provide the same or lower royalty or net
          cost to FAIRPOINT.

                                       26
<PAGE>


6.7       Sales by  ARTERA.  Except as set forth in Section  3.6  above,  ARTERA
          shall not market the Licensed Products in the Territory on a wholesale
          basis to the Market.  ARTERA  further  agrees that it will not sell or
          license the Licensed  Products in the Territory  except on a wholesale
          basis to FAIRPOINT or to other  licensees or resellers as set forth in
          this Section 6.7. All End Users in the Territory  who request  service
          or  licenses  directly  from  ARTERA  will be  referred or assigned to
          FAIRPOINT  or other  wholesale  licensees or resellers of ARTERA on an
          equitable  basis to ensure as nearly as possible  that  FAIRPOINT  and
          other  licensees  or  resellers  receive  the  full  benefit  of their
          respective  licenses or agreements  with ARTERA.  End Users who can be
          identified by reasonable means by ARTERA as a subscriber of a Selected
          ISP or others known by ARTERA to be  Customers  of FAIRPOINT  shall be
          referred to FAIRPOINT or to that  Customer for  licensing and service;
          and End Users who can be identified by reasonable means by ARTERA as a
          subscriber  of a customer of any other  licensee or reseller of ARTERA
          shall be referred to that  licensee or reseller or its  customer.  End
          Users who cannot be so  identified  will be referred to FAIRPOINT  and
          other licensees or resellers of ARTERA on some other equitable basis.

Article 7.   TERM

The  term of this  Agreement  shall  begin on the  Effective  Date  and,  unless
extended  or earlier  terminated  by the  written  agreement  of the  parties or
pursuant  to  the  provisions  of  Article  8  below,  shall  expire  ten  years
thereafter.

                                       27
<PAGE>


Article 8.   TERMINATION

8.1       General. This Agreement may be terminated prior to the end of the Term
          under any of the following provisions of this Article.

8.2       Breach.  In the event of a material breach of this  Agreement,  if the
          defaulting  party  fails to cure the breach  within  thirty  (30) days
          after  delivery  of written  notice  thereof,  in the case of a breach
          involving Payment Breach, or sixty (60) days, in the case of any other
          kind of material breach following  delivery of written notice from the
          non-defaulting  party  specifying  the  nature of the  breach  and the
          corrective  action  to be  taken,  then the  non-defaulting  party may
          terminate this Agreement forthwith by delivering its written notice to
          the defaulting  party that this Agreement is terminated;  provided any
          Payment Breach will require the  defaulting  party to pay, in addition
          to any  amounts  payable  under  Article  3  hereof,  interest  on the
          defaulted amount  calculated at the rate of six percent (6%) per annum
          from  the date of  Payment  Breach  until  paid.  In the  event of any
          Payment  Breach not cured by FAIRPOINT  within  thirty (30) days after
          delivery of written notice, ARTERA, in its sole discretion,  may elect
          to terminate  FAIRPOINT's  exclusivity under clause (a) of Section 2.1
          in lieu of complete termination of this Agreement.

8.3       Insolvency.  If one of the parties becomes  bankrupt or insolvent,  or
          files a  petition  therefor,  or makes a  general  assignment  for the
          benefit  of  creditors,   or  otherwise  seeks  protection  under  any
          bankruptcy or insolvency law, or upon the appointment of a receiver of
          the assets of a party ("defaulting  party"),  then the other party may
          immediately  terminate  this  Agreement  upon  written  notice  to the
          defaulting party,  provided, in any such instance,  that said right of
          termination  shall be postponed  for as long as the

                                       28
<PAGE>


          defaulting  party  continues  to conduct its  business in the ordinary
          course,  and to make or remit  all  payments  when  due and  otherwise
          timely fulfill its obligations under this Agreement.

8.4       Optional  Termination  by  FAIRPOINT.  FAIRPOINT  may  terminate  this
          Agreement  at any time by  giving  30 days'  prior  written  notice to
          ARTERA of its intention to do so, and specifying the effective date of
          its termination.  If FAIRPOINT so terminates this Agreement during the
          first twenty-four (24) months of the Agreement, FAIRPOINT shall not be
          required to pay any remaining  unpaid Monthly  License  Installment or
          any unpaid  balance due on the License  Fee (or any  prorated  portion
          thereof)  that would  otherwise  accrue  after the  effective  date of
          termination by FAIRPOINT.

8.5       License Fees and Royalties Upon Termination:

          (a)  Upon  Termination  Under  Section  8.4  Prior to  Payment  of All
               Monthly  License  Installments.   If  FAIRPOINT  terminates  this
               Agreement  under  Section 8.4 more than sixty (60) days after the
               Effective  Date,  but prior to payment of the entire  License Fee
               set forth in Section  3.1,  and the total  amount of the  Initial
               License   Installment  plus  all  Monthly  License   Installments
               FAIRPOINT  has paid to ARTERA  under  Section 3.1 (in total,  the
               "Paid License Fee")  exceeds  FAIRPOINT's  Aggregate Net Revenue,
               FAIRPOINT  shall  continue  to  collect  and  retain all End User
               License  Fees,  subject only to Unit  Royalties and finder's fees
               paid under  Article 3 hereof,  until its  Aggregate  Net  Revenue
               equals the Paid License Fee, at which time  FAIRPOINT's  right to
               collect  End User  License  Fees  shall  terminate  and revert to
               ARTERA. To any extent FAIRPOINT has assigned

                                       29
<PAGE>


               its right to collect End Users  License Fees to a Customer,  then
               all  royalties  or  payments  otherwise  due  FAIRPOINT  from the
               Customer  shall instead be paid to ARTERA in accordance  with the
               terms of FAIRPOINT's contract with the Customer.

          (b)  Termination  by  FAIRPOINT   Within  Sixty  (60)  Days.  If  this
               Agreement is  terminated  by FAIRPOINT  within sixty (60) days of
               the  Effective  Date,  then its right to collect End User License
               Fees shall immediately terminate and revert to ARTERA.

          (c)  Other  Termination.  If  this  Agreement  is  terminated  (a)  by
               expiration  of the Term under  Article 7; (b) by FAIRPOINT at any
               time after  payment of the entire  License Fee; (c) by ARTERA for
               any reason; or (d) by reason of any default by ARTERA,  FAIRPOINT
               shall be entitled  to  continue  to receive all End User  License
               Fees for the duration of the  specific  ARTERA  License,  subject
               only to its obligation to pay Unit Royalties to ARTERA.

8.6       Survival of Certain  Terms.  Notwithstanding  the  termination of this
          Agreement  under  Article  7 or under  any of the  provisions  of this
          Article 8, the terms and  conditions  of  Section  3.4,  Section  4.2,
          Article 5,  Sections 6.4 and 6.5,  Sections 8.7 and 8.8 and Article 19
          shall survive  termination  of this Agreement and shall continue to be
          applicable  and govern the parties with respect to the subject  matter
          thereof.

8.7       End User Support Upon Termination. Termination of this Agreement shall
          not  terminate  any ARTERA End User  License,  and all ARTERA End User
          Licenses  shall remain in effect in accordance  with their terms,  and
          ARTERA shall  continue to provide such

                                       30
<PAGE>


          service and support to such End User as it provides to other End Users
          in the Territory. Upon any termination of FAIRPOINT's right to collect
          and  retain  End  User  License  Fees  under  Section   8.5(a)  above,
          FAIRPOINT's  Customers  shall have the right,  at their  election,  to
          either  continue to provide Level I Support and to market  licenses to
          their End Users pursuant to their agreement with FAIRPOINT, but paying
          all sums otherwise due FAIRPOINT  directly to ARTERA;  or to terminate
          their Level I Support and assign all End User  License Fees from their
          End Users to ARTERA.

8.8       Transfer of Customers to ARTERA Upon Termination.  Upon termination of
          this  Agreement  for any reason  ARTERA  shall become the owner of any
          then  existing  contracts  or  agreements  between  FAIRPOINT  and its
          Customers,  subject only to FAIRPOINT's  rights under Section  8.5(a),
          and to the remainder of this Section 8.8. All contracts and agreements
          entered into by  FAIRPOINT  with any  Customer  shall  provide for the
          transfer of FAIRPOINT's rights thereunder to ARTERA or its designee or
          assignee  upon  termination  of this  Agreement,  and shall  impose no
          obligations  upon  ARTERA  not  undertaken  by  it  pursuant  to  this
          Agreement.  ARTERA will  continue to provide  Level II support to such
          Customers,  but otherwise  will have no  obligation to such  Customers
          unless explicitly assumed or agreed to in writing by ARTERA.

8.9       Document Return.  Each party shall return to the other party within 30
          days of the date of termination under either Article 7 or this Article
          8 all of  the  Confidential  Information,  other  secret  information,
          patent  applications and Know-how  received pursuant to this Agreement
          together  with all other  tangible  property  loaned to the  returning
          party for the  implementation  of this Agreement;  provided,  however,
          that  FAIRPOINT  may  retain  such

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<PAGE>


          Confidential Information as is necessary for it to continue to support
          then existing End Users of its Customers.

Article 9.   FURTHER ASSURANCES

9.1       Inspection of Books and Records.  Upon request of either party hereto,
          and upon no less than ten (10) days  notice,  the other  party  hereto
          shall make available for review and inspection by the requesting party
          such  books and  records as are  reasonably  required  to  demonstrate
          compliance  with the  obligations  of this  Agreement  (including  all
          Schedules).  With respect to ARTERA's  demonstrating  compliance  with
          Sections 2.2, 6.3, 6.6 and 21.3,  ARTERA's obligation shall be subject
          to any  confidentiality  obligations  ARTERA  may  then  have to third
          parties;  provided,  however,  that,  to the extent that ARTERA denies
          access to its books and records to  FAIRPOINT  because of such a third
          party confidentiality obligation, ARTERA shall in lieu thereof deliver
          to FAIRPOINT an officer's certificate of compliance with Sections 2.2,
          6.3, 6.6 and 21.3, as such Sections  pertain to ARTERA's  arrangements
          with such third  parties.  The  obligations of this Section 9.1 are in
          addition to and not in replacement  of FAIRPOINT's  and its Customers'
          access to Customer and End User account  records  maintained by ARTERA
          and pertaining to FAIRPOINT and such Customers,  including billing and
          payment records, via the CRM System, as described on Schedule 1.8.

9.2       Recovery Plan. To assure FAIRPOINT's ability, if necessary, to operate
          the  Internet  Platform  and support its  Customers'  End Users in the
          event of ARTERA's inability to do so, the parties shall,  within sixty
          (60)  days  of the  Effective  Date,  enter  into a  separate  written
          agreement  that sets forth in detail an agreement,  plan and procedure
          for  FAIRPOINT  to assume the  operation  and control of the  Internet
          Platform  and the CRM

                                       32
<PAGE>


          System, to the extent that they pertain to FAIRPOINT, its Customers or
          their End Users, and to otherwise  continue the support of FAIRPOINT's
          Customers' End Users.  Such agreement is hereafter  referred to as the
          "Recovery  Plan". The Recovery Plan, upon its completion and execution
          by the parties, shall become an integral part of this Agreement. It is
          anticipated  by the parties that the Recovery Plan will include,  at a
          minimum,  the  establishment  of a separate  or backup  data center by
          ARTERA,  fully  operational  and capable of supporting  all of the End
          Users of FAIRPOINT's  Customers; a procedure whereby FAIRPOINT assumes
          the  operation  and control of such  backup  data center from  ARTERA,
          including any necessary premises or equipment  contracts or leases; an
          articulation  of the  circumstances  under  which such  assumption  by
          FAIRPOINT is  triggered;  a formula to  compensate  FAIRPOINT  for the
          operation  of that backup data  center from Unit  Royalties  otherwise
          payable to ARTERA; and a software escrow in customary form,  providing
          for the escrow and release of all software,  contracts and information
          necessary to the operation of the Internet Platform and the CRM System
          and the support of End Users,  which  escrow  shall  include,  but not
          necessarily be limited to, a current copy of all End User Software and
          Platform Software, the CRM System and all associated software, current
          documentation and technical  manuals,  copies of all patents or patent
          applications  for the Licensed  Patents,  copies of all contracts with
          third  parties for  services,  software or equipment  necessary to the
          operation or  functionality  of the backup data  center,  the Internet
          Platform and the Licensed Products (as they pertain to FAIRPOINT,  its
          Customers  and their End Users),  and all other  software,  source and
          object code,  algorithms,  processes  and  documentation  necessary to
          replicate and operate the backup data center,  the Internet  Platform,
          the  Licensed  Products  and  the  CRM  System

                                       33
<PAGE>


          (as they pertain to FAIRPOINT, its Customers and their End Users). The
          parties each  acknowledge  that the  Recovery  Plan is an integral and
          material part of this Agreement; that they will each act expeditiously
          and in good  faith to design  and agree to the  Recovery  Plan  within
          sixty (60) days of the Effective  Date;  and that the failure to do so
          shall  be an event of  default  that  will  allow  FAIRPOINT  (but not
          ARTERA) to  immediately  terminate this Agreement by written notice to
          ARTERA, notwithstanding the provisions of Section 8.2. Nothing in this
          Section 9.2 shall be interpreted to require  FAIRPOINT to exercise its
          rights  hereunder  or under the Recovery  Plan or any software  escrow
          agreement.

Article 10.  INSURANCE

ARTERA  shall at all  times  during  the  Term of this  Agreement  maintain  (a)
Commercial General Liability Policy including products/completed operations with
limits no less than  $2,000,000 per occurrence  and  $5,000,000  aggregate,  (b)
Workers  Compensation and Employers Liability per state statute and (c) property
insurance  including  extended  coverage  in  amounts  at  least  equal  to  its
replacement  cost,  providing  coverage for the Platform Hardware and all of the
other  properties  and  facilities of ARTERA in the  Territory  necessary to the
operation  and use of the Licensed  Products and the CRM System.  The  insurance
maintained  pursuant to this  Article 10 shall (x) provide to  FAIRPOINT  thirty
(30) days written notice of  cancellation  or lapse in coverage,  (y) contain an
appropriate clause in, or an endorsement upon, each policy pursuant to which the
insurance  company waives  subrogation  and (z) provide that any losses shall be
payable  notwithstanding  negligence of ARTERA.  Furthermore,  all such policies
shall be placed  with an A- or  better  Best's  Rated  carrier  and  shall  list
"FairPoint Communications, Inc. and its wholly owned Subsidiaries" as Additional
Insured.  Upon signing of this  Agreement and every

                                       34
<PAGE>


year during the term of this  Agreement,  ARTERA  shall  provide  proof of these
policies  by  issuing  a  certificate  of  insurance  and/or  sending  copies of
insurance  policies  to the  attention  of the  Risk  Management  Department  at
FAIRPOINT.

Article 11.  FORCE MAJEURE

In the event of enforced delay in the performance by either party of obligations
under this Agreement due to unforeseeable  causes beyond its reasonable  control
and without its fault or negligence, including, but not limited to, acts of God,
acts of the government,  acts of the other party not caused or contributed to by
the party seeking relief under this Article,  fires,  floods,  strikes,  freight
embargoes,  unusually severe weather,  or delays of  subcontractors  due to such
causes  (an  "Event  of  Force  Majeure"),  the  time  for  performance  of such
obligations  shall be extended  for the period of the enforced  delay;  provided
that the party  seeking the benefit of the  provisions of this Article 11 shall,
within ten (10) days after the beginning of any such enforced delay,  have first
notified the other party in writing of the causes and requested an extension for
the  period of the  enforced  delay and shall use all  reasonable  endeavors  to
minimize the effects of any Event of Force Majeure.

Article 12.  APPLICABLE LAW

Except as may be set forth in any  Schedule  hereto or  otherwise  agreed by the
parties  in  writing,  the  terms  and  conditions  of  this  Agreement  and the
performance  thereof shall be interpreted in accordance with and governed by the
laws of the State of Connecticut and the United States of America.

                                       35
<PAGE>


Article 13.  DISPUTE RESOLUTION

13.1      Scope.  To the extent  permitted by law, all questions  concerning the
          validity,  operation  and  interpretation  of this  Agreement  and the
          performance  of the  obligations  imposed  upon the parties  hereunder
          shall be resolved by mediation and binding  arbitration,  as set forth
          in Section 13.3 below,  and shall be governed by the substantive  laws
          of the State of  Connecticut,  as  applicable,  without  regard to any
          rules of conflict of laws.

13.2      Waiver of Trial by Jury.  Each party  hereto  waives,  to the  fullest
          extent  permitted by applicable law, the right to trial by jury in any
          legal  proceeding  arising out of or relating to this Agreement or the
          transactions contemplated hereby.

13.3      Procedures.  If any  controversy,  dispute,  or claim  related to this
          Agreement  ("Claim")  arises  between  the  parties,  they  shall each
          attempt, in good faith, to resolve such dispute. If they are unable to
          resolve such Claim to their  mutual  satisfaction  within  thirty (30)
          days after  written  notice from one to the other of the  existence of
          such Claim, then the Claim shall first be submitted to mediation under
          the  auspices  of  the  American   Arbitration   Association  ("AAA").
          Mediation  shall be  conducted  not more than  thirty  (30) days after
          initiation by a party, unless a longer time is agreed to in writing by
          the parties. If such Claim is not resolved by mediation,  the mediator
          shall issue a report  setting forth each party's final demand or offer
          at  mediation,  and the Claim shall then  immediately  be submitted to
          binding  arbitration  in accordance  with the  Commercial  Arbitration
          Rules of the AAA (the  "Rules")  then in effect,  as  modified by this
          Section 13.3.  Unless the parties are able to agree upon an arbitrator
          or arbitrators within fifteen (15) days of the issuance of a notice of
          demand for arbitration by any of the parties, the

                                       36
<PAGE>


          arbitration  shall be conducted by three (3)  arbitrators  selected by
          the AAA in  accordance  with the Rules;  provided,  however,  that any
          Claim  which  meets the  criteria  under  the AAA Rules for  Expedited
          Arbitration  shall be so  conducted,  and any claim for an amount less
          than  $250,000.00  shall  be  conducted  by a single  arbitrator.  The
          arbitrator(s)   shall  have  the  power  to  subpoena   witnesses  and
          documents,  and the parties  shall be  entitled to conduct  reasonable
          discovery,  including  depositions  and  requests  for  production  of
          documents,  in accordance  with the Federal Rules of Civil  Procedure,
          under  applicable  local rules of practice.  The  arbitrator(s)  shall
          determine  the extent and type of  permissible  discovery and deadline
          for completing  discovery.  The arbitrator(s)  shall render a decision
          and award in writing  setting forth in reasonable  detail the findings
          of fact and conclusions of law of the  arbitrator(s),  and stating the
          amount,  if any, to which the prevailing  party is entitled,  and such
          other relief,  if any, to which the prevailing party is entitled.  The
          decision and award of the  arbitrator(s)  shall be rendered as soon as
          practicable  following the  commencement of proceedings.  The decision
          and award of the arbitrator(s) shall be final, binding and conclusive,
          and the  prevailing  party shall be entitled to have the  decision and
          award  of  the  arbitrator(s)   entered  in  any  court  of  competent
          jurisdiction,  and to have the  decision  and  award  enforced  to the
          fullest  extent  permitted by law. The parties  hereby  consent to the
          jurisdiction  of the  arbitrator(s),  and to the  jurisdiction  of any
          local,  state or federal court available to any of the parties for the
          purpose of enforcing the decision and award of the arbitrator(s).  The
          parties  agree that all service of process may be made on any party by
          personal  delivery,  or by registered or certified  mail  addressed to
          such party, or by other recognized  commercial  courier at the address
          of such  party  set  forth in this  Agreement.  The  fees,  costs  and
          expenses of the

                                       37
<PAGE>


          prevailing party, in any arbitration, including but not limited to its
          reasonable  attorneys' fees, shall be awarded to the prevailing party,
          payable by the non-prevailing party, as part of the decision and award
          of the  arbitrator(s).  For this purpose,  a "prevailing  party" shall
          mean the party which  substantially  prevails  in its  position in the
          arbitration; provided, however, that a party shall not be considered a
          "prevailing party" unless it is awarded an amount which is equal to or
          greater than 110% of its final demand at mediation,  or ordered to pay
          an  amount  which  is equal to less  than  90% of its  final  offer at
          mediation; as set forth in the mediator's report.

Article 14.  ANNOUNCEMENTS & PUBLICITY; INDEPENDENT CONTRACTORS

Except for any disclosure  that may be required by law  (including  filings with
the  Securities  and Exchange  Commission),  or as  necessary  to perform  their
obligations  and exercise  their  rights  hereunder,  neither  party may use the
other's name or disclose the terms of this  Agreement  without the prior consent
of the other,  which  consent  shall not be  unreasonably  withheld  or delayed.
Notwithstanding  the foregoing,  upon the execution of this Agreement  ARTERA or
its  Affiliates  may  issue a  press  release  in  ARTERA's  or its  Affiliates'
customary  format and manner  reporting the execution of this  Agreement and its
general subject matter,  provided ARTERA shall have received  FAIRPOINT's  prior
written  approval  thereof which approval shall not be unreasonably  withheld or
delayed.  Each party to this Agreement is an independent  contractor and neither
shall be considered the partner, employer, agent or representative of the other.

Article 15.  SEVERABILITY

If any part of this  Agreement  for any  reason  shall be  declared  invalid  or
unenforceable,  such decision shall not affect the validity or enforceability of
any remaining  portion,  which shall

                                       38
<PAGE>


remain in full force and effect; provided,  however, that in the event a part of
this Agreement is declared invalid and the invalidity or  enforceability of such
part has the effect of materially  altering the  obligations  of any party under
this Agreement, the parties agree, promptly upon such declaration being made, to
negotiate  in good  faith to amend this  Agreement  so as to put such party in a
position  substantially  similar to the position such party was in prior to such
declaration.

Article 16.  RIGHTS OF ASSIGNMENT; SUCCESSORS AND ASSIGNS

Neither  ARTERA nor FAIRPOINT  shall have any right to assign this  Agreement or
any of their respective  rights or obligations under this Agreement to any third
party except with the prior  written  consent of the other party,  which consent
shall not unreasonably be withheld, or by FAIRPOINT pursuant to Sections 2.1 and
2.4 of this  Agreement.  The  provisions  of this  Agreement  shall inure to the
benefit of and be binding upon any successor or assignee to which assignment has
been consented to pursuant to this Article 16.

Article 17.  NOTICES

Any  notices  under  this  Agreement  shall be in  writing  and  shall be deemed
delivered on the date of delivery if delivered by personal service,  telecopy or
facsimile (and confirmed by first class mail) or recognized  commercial  courier
service with postage or charges prepaid, and on the third day following dispatch
if sent only by  registered or certified  mail with postage or charges  prepaid.
Unless  subsequently  notified in writing in accordance  with this Article 17 by
the other party, any notice or communication hereunder shall be addressed:

                                       39
<PAGE>


If to ARTERA, as follows:

                           Artera Group, Inc.
                           20 Ketchum Street
                           Westport, CT  06880
                           Attn:  Chairman & President
                           Facsimile No.:  203-226-3123

With a copy to:

                           Artera Group, Inc.
                           20 Ketchum Street
                           Westport, CT  06880
                           Attn:  General Counsel
                           Facsimile No.:  203-226-4338


If to FAIRPOINT, as follows:

                           FairPoint Broadband, Inc.
                           c/o FairPoint Communications, Inc.
                           521 East Morehead Street
                           Suite 250
                           Charlotte, NC  28202
                           Attn:  Peter G. Nixon, Senior Vice President
                           Facsimile No.:  704-344-8143

With a copy to:            Shirley J. Linn, General Counsel
                           FairPoint Communications, Inc.
                           521 East Morehead Street,
                           Suite 250
                           Charlotte, NC 28202
                           Facsimile No.: 704-344-1594

Article 18.  TAXES

As between ARTERA and FAIRPOINT,  FAIRPOINT shall be solely  responsible for any
sales,  use,  occupational  or privilege  taxes,  duties,  fees or other similar
charges  imposed by any  governmental  authority  in  connection  with the sale,
lease,  distribution,  licensing,  use or  other  disposition  by  FAIRPOINT  of
Licensed Products or the License granted hereunder.  Any other

                                       40
<PAGE>


taxes,  including  income taxes based on royalties and other payments to ARTERA,
shall be the responsibility of ARTERA.

Article 19.  INDEMNIFICATION

19.1      Mutual Indemnification. ARTERA and FAIRPOINT each agrees to indemnify,
          defend, and hold harmless the other party, its Affiliates, and each of
          its officers,  directors,  employees,  agents,  successors and assigns
          (collectively,  the  "Indemnified  Party") against any and all losses,
          claims, damages, liabilities,  costs and expenses (including,  without
          limitation,  reasonable  attorneys' fees and other costs of defense of
          every kind  whatsoever  and the aggregate  amount of any settlement of
          any suit, claim or proceeding)  which the Indemnified  Party may incur
          or for which the Indemnified Party may become liable on account of any
          suit,  claim or  proceeding  purporting  to be based upon a failure to
          perform  obligations under this Agreement to be performed by the other
          party (the  "Indemnifying  Party") and its  employees  or agents.  The
          Indemnified Party shall promptly advise the Indemnifying  Party of any
          such  suit,   claim  or  proceeding  and  shall   cooperate  with  the
          Indemnifying Party in the defense or settlement of such suit, claim or
          proceedings.  The  Indemnifying  Party  shall  select,  retain and pay
          counsel in connection with any suit,  claim or proceeding,  subject to
          the  Indemnified  Party's  consent,  which shall not  unreasonably  be
          withheld.  No  settlement  shall  be  made by the  Indemnifying  Party
          without the consent of the Indemnified  Party, which consent shall not
          be unreasonably  withheld.  In any event, the Indemnified  Party shall
          fully  participate  and  cooperate  in the defense of any  Indemnified
          Claim and shall  furnish to the  Indemnifying  Party such  information
          relating to such suit, claim or proceeding as the  Indemnifying  Party
          shall reasonably request for use in defending the same.

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<PAGE>


19.2      Indemnification  by  ARTERA.  In  addition  to its  obligations  under
          Section  19.1,  ARTERA  shall  indemnify,  hold  harmless  and  defend
          FAIRPOINT,  its  Affiliates,  and each of their  officers,  directors,
          employees, agents, successors and assigns from and against any and all
          claims,  demands,  losses,  damages,  costs  and  expenses  (including
          without limitation  FAIRPOINT's  attorney fees and costs of defense of
          every kind  whatsoever,  and the aggregate amount of any settlement by
          FAIRPOINT of any claim or demand) arising out of or in any way related
          to (a) the use or operation  of the Licensed  Products by any End User
          of a FAIRPOINT  Customer,  including  without  limitation of any claim
          related to the operation or function or failure to operate or function
          of the End User Software,  or of the Licensed  Products;  the failure,
          non-availability or reliability of the Internet Platform;  the failure
          of the Licensed  Product to perform as represented  by ARTERA;  or any
          viruses, bugs, or any other claimed damage to any software or hardware
          of any End User or third party  allegedly  caused or contributed to by
          the Licensed Product or the End User Software; or (b) any claim by any
          person for finder's fees or commissions  related to FAIRPOINT's or its
          Customers'  marketing and grant of licenses to the Licensed  Products,
          regardless  of  whether  the  person  claiming  the  finder's  fee  or
          commission is identified on Schedule 3.5.

Article 20.  MAINTENANCE AND DEFENSE OF LICENSED PATENTS

20.1      Enforcement of Patents.  Throughout the term of this Agreement, ARTERA
          shall maintain in force the Licensed Patents in the Territory. In this
          connection,  ARTERA  shall  promptly  pay  all  costs  of any  and all
          continuations, continuations-in-part, divisions, extensions, reissues,
          re-examinations,  or  renewals  of the  Licensed  Patents,  including,
          without  limitation,  the costs and expenses of any and all attorneys,
          experts or other

                                       42
<PAGE>


          professionals  engaged in  connection  with any of the  foregoing.  In
          addition,  ARTERA shall actively  protect the Licensed  Patents in the
          Territory and shall  institute all such suits,  actions or proceedings
          for infringement of any of the Licensed Patents as may be necessary in
          this  regard.  In the event  ARTERA  fails to commence an  enforcement
          action or otherwise  protect the Licensed  Patents as aforesaid  after
          notice of possible  infringement  from  FAIRPOINT,  FAIRPOINT shall be
          entitled  by  itself to take  proceedings  in the name of and with the
          cooperation  of ARTERA to restrain any such  infringement,  and ARTERA
          shall  promptly  reimburse   FAIRPOINT  for  its  costs  and  expense,
          including attorneys' fees. Where FAIRPOINT proceeds alone and achieves
          a monetary award from the official enforcement forum in such an action
          brought by it,  FAIRPOINT  shall be  entitled  to retain  such  award.
          However,  any compromise of such  enforcement  action or concession of
          invalidity  or  priority  of  invention  of  any  patent,  whether  in
          connection with an enforcement  action or any other proceeding,  shall
          require ARTERA's participation and express prior written approval.

20.2      Infringement  Indemnity.  ARTERA shall  indemnify,  hold  harmless and
          defend FAIRPOINT from and against any suit,  damage,  claim or demand,
          and any loss, cost or expense suffered as a result thereof  (including
          reasonable  attorneys' fees), based on actual or alleged  infringement
          of any  patent,  trademark,  copyright  or  other  actual  or  claimed
          intellectual  property  right of any  third  party,  or any  actual or
          alleged unfair trade practice  arising out of, related to or resulting
          from the exercise or use by FAIRPOINT, its Customers or its Customers'
          End Users, in accordance with this Agreement,  of any right or license
          granted  pursuant  to this  Agreement,  provided  that  FAIRPOINT  (a)
          promptly  notifies  ARTERA  of such  suit,  claim  or  demand  and (b)
          provides ARTERA with such

                                       43
<PAGE>


          assistance  as  ARTERA  may  reasonably  request  for the  defense  or
          settlement  of  such  suit,  claim  or  demand.   Notwithstanding  the
          foregoing,  ARTERA shall have no liability to defend or pay damages or
          costs to FAIRPOINT with respect to any claim of  infringement  that is
          based upon or arises out of modification  to the Licensed  Products by
          any third party without  ARTERA's  consent,  or FAIRPOINT's use of the
          Licensed Patents or the Licensed Technology for any purpose other than
          the marketing, support, design, manufacture, use, licensing or sale of
          Licensed Products in accordance with this Agreement.  In the event any
          part of a Licensed  Product is  determined  to be  infringing,  or any
          temporary or permanent restraining order or injunction is entered that
          enjoins  any  rights  granted  under  this  Agreement  or  any  use or
          limitation upon the use of the Licensed  Product(s) by FAIRPOINT or by
          any of its Customer's End Users, ARTERA shall immediately undertake to
          modify the Licensed  Product(s)  so as to make it  non-infringing,  or
          secure  from such  claimant  the rights  necessary  for  FAIRPOINT  to
          exercise  its rights  under this  Agreement,  including  the rights of
          FAIRPOINT's Customers and End Users of FAIRPOINT's Customers.

Article 21.  WARRANTIES

21.1      Right to License.  ARTERA represents and warrants that it is the owner
          or  licensee of the  Licensed  Products,  the  Licensed  Patents,  the
          Licensed  Technology,  the End User Software and all related  software
          and products,  free and clear of any liens or encumbrances of any kind
          that would  interfere  with the License,  or would prevent ARTERA from
          performing its  obligations  under this  Agreement or would  interfere
          with FAIRPOINT's or its Customers'  rights under this Agreement;  that
          it has the right, power and authority to enter into this Agreement and
          to grant the licenses and other rights

                                       44
<PAGE>


          contained  herein to  FAIRPOINT as herein  provided;  that none of the
          same will breach or be in  violation  of any  agreement,  license,  or
          grant made with or to any other  party by ARTERA;  that to the best of
          ARTERA's knowledge and belief the Licensed Patents are valid; and that
          neither the  Licensed  Patents  and the  Licensed  Technology  nor the
          Licensed  Products  infringe any other patent issued prior to the date
          hereof,  or any other right or claimed  right in any third party known
          to ARTERA.

21.2      Access to Internet Platform. ARTERA represents and warrants that it is
          the  owner,  lessee or  otherwise  has the  right to use the  Internet
          Platform,  the Platform Hardware and the Platform Software,  and it is
          not  materially  in arrears or in default on any payment or obligation
          to any third party for the use thereof.

21.3      Performance. ARTERA represents and warrants that the Licensed Products
          will  perform and  conform in all  material  respects  with the ARTERA
          TURBO PRODUCT  DESCRIPTION  set forth in Schedule 21.3 and the Service
          Level  Agreements set forth on Exhibit 1 of Schedule 6.5, subject only
          to the operating and environment  limitations  also set forth therein;
          and that the Internet Platform will be maintained at all times to meet
          the service level criteria set forth on such Exhibit 1. ARTERA further
          represents  and warrants that all  contracts or agreements  between it
          and any  third  party in the  Territory  related  to the  support  and
          operation of the Internet Platform contain service level agreements or
          requirements  no less  stringent than those set forth on Schedule 6.5,
          Exhibit 1.

21.4      Form of ARTERA  Licenses.  ARTERA  represents  and warrants that every
          ARTERA  License  entered  into  between  ARTERA  and an End  User of a
          FAIRPOINT  Customer

                                       45
<PAGE>


          shall be in a form not materially different from that form attached as
          Schedule 21.4 hereto;  shall be a license  solely between the End User
          and ARTERA and/or its  Affiliates  and shall impose no  obligations or
          liabilities upon FAIRPOINT or its Customers; shall contain limitations
          of liability and warranty disclaimers  consistent with those set forth
          in this Agreement;  shall expressly exclude any liability of FAIRPOINT
          or its Customers;  and, unless required by applicable law, shall allow
          no greater  rights or  warranties to the End User  thereunder  against
          ARTERA than are allowed to FAIRPOINT by ARTERA under this Agreement.

Article 22.  DISCLAIMER

Except as specifically  set forth in this Agreement or in its ARTERA Licenses to
End Users,  ARTERA  hereby  disclaims  any  express or implied  warranty  of the
accuracy,  reliability,  technological or commercial value, comprehensiveness or
merchantability  of the  Licensed  Patents or the  Licensed  Products,  or their
suitability or fitness for any purpose  whatsoever.  ARTERA  disclaims all other
warranties of whatever nature, express or implied. Except as otherwise set forth
in this  Agreement  (including its indemnity  obligations  under Articles 19 and
20), ARTERA disclaims all liability for any loss or damage  resulting,  directly
or indirectly,  from the use of the Licensed  Patents or the Licensed  Products,
other than those arising from claims of infringement  of  intellectual  property
rights of third parties. This disclaimer embraces special, incidental,  punitive
or  consequential  damages  and  damages  for  interruption  of use or  loss  or
corruption of data.  This Article 22 shall not be read or  interpreted to in any
way modify, limit or effect any obligations ARTERA may have under any other part
of this  Agreement to  indemnify,  hold harmless and defend  FAIRPOINT  from and
against claims by Customers, End Users or third parties.

                                       46
<PAGE>


Article 23.  SCOPE OF AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral or written agreements
or  understandings  of the parties  with regard to the  subject  matter  hereof.
Notwithstanding  the preceding  sentence,  this Agreement shall not supercede or
otherwise in any way affect that certain License Agreement between FAIRPOINT and
ARTERA dated August 15, 2002. No interpretation,  change,  termination or waiver
of any  provision  hereof  shall be binding  upon a party  unless in writing and
executed by the other party. No modification,  waiver,  termination,  recession,
discharge  or  cancellation  of any right or claim  under this  Agreement  shall
affect  the  right of any  party  hereto to  enforce  any  other  claim or right
hereunder.

IN WITNESS WHEREOF,  FAIRPOINT and ARTERA have executed this Agreement as of the
date first written above.


FAIRPOINT BROADBAND, INC.                         ARTERA GROUP, INC.

By: /s/ Peter G. Nixon                            /s/  Michael J. Parrella
     ---------------------------                  ------------------------------
        Peter G. Nixon                                 Michael J. Parrella
        Senior Vice President,                         Chairman & President
        Corporate Development

                                       47
<PAGE>


                                                                   SCHEDULE  1.8
                                                                   -------------



                                   CRM SYSTEM

                                 SPECIFICATIONS

                           Artera Turbo Support System
                             (including CRM System)


All aspects of Artera revolve around a central repository of information which
is accessed by all components within the Artera family including:

     o    Artera Turbo Client  Software - the software  that an End User runs on
          their PC.

     o    Artera Data  Centers - the server  software  residing on the  Internet
          that the Artera Turbo client software connects to...

     o    Artera  Customer  Relations  Management  (CRM) System - the management
          tool used  internally  by Artera  Group,  Inc.  employees  for  sales,
          customer, product, usage, billing, etc.

     o    Artera  Web  Site  -  the  Internet  presence  providing  information,
          support, trials, and purchase opportunities.

     o    Artera Reseller  Center - a customized  version of the Artera CRM made
          available  via the web to Artera  Resellers  and  Master  Distributors
          (including FAIRPOINT and its Customers).


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]


The  Artera  Reseller  Center,   available  at   resellercenter.arteragroup.com,
provides  authorized Artera Resellers and Master Distributors access to the same
information  about  Artera End Users that is  available  to Artera  Group,  Inc.
employees.  The only difference is that the Reseller Center

<PAGE>


offers a view of End Users that is limited to those  belonging to the  Reseller.
In the  case of a  Master  Distributor,  the  view  of End  Users  includes  all
Resellers that have been signed up by the Master Distributor.

The Artera Reseller Center is password  protected and exists on a secure server.
In order to access the Reseller Center, a Web browser with 128-bit encryption is
required.  It is strongly  recommended  that the Reseller  use  1024x768  screen
resolution when accessing the Reseller Center for simplified navigation.

Specifically,  the  type of  information  currently  available  via  the  Artera
Reseller Center includes  customer contact  information that is updatable by the
Reseller. This includes name, address, telephone number, e-mail address, etc.

The Reseller has reports available which show  (separately)  Artera Turbo trials
and  orders in a  year-to-date  format as well as  monthly  format.  From  these
reports,  the Reseller can "drill-down" into the details of a specific order and
the product  associated  with that order.  Two very useful features here are the
ability    to   see   an   End    User's    Artera    Turbo    activity    (i.e.
connections/disconnections)  to provide that a product is in use and the ability
to disable or  terminate a copy of Artera  Turbo  programmatically  in the event
that an End User is not paying their bill.

The Reseller  Center also  provides the Reseller with the ability to take orders
for Artera Turbo  Subscriptions or Trials and submit these orders immediately to
the Artera CRM for processing.  This is accomplished via Web-based  wizards that
walk  the  Reseller  through  the  questions  to ask an End  User  while  on the
telephone.

Versions of the above mentioned wizards are available for the Reseller to add as
links onto their Web site so that the End Users may assist themselves in setting
up a trial or making an online purchase without interaction by the Reseller.  In
both cases, the Reseller Center order forms and the "self-serve" order forms for
placement on the Reseller's Web site,  the orders are  automatically  flagged as
belonging to the Reseller so that proper credit and  commissions (as applicable)
are made to the Reseller.

The Artera CRM System will also contain the following elements:

     o    Outside certifications and security audits at least annually;

     o    Back-up protection via at least two copies of the CRM System's data at
          different physical locations; and

     o    A written disaster recovery plan.

          (Note:  Currently, the Artera CRM System is fully redundant and
            resilient. The details of the CRM System's  back-up  protections and
            disaster recovery plans will be contained in the
             Recovery Plan referred to in Section 9.2 of this Agreement.).

<PAGE>


                                                                   SCHEDULE 1.16
                                                                   -------------


                        LEVEL I SUPPORT RESPONSIBILITIES

                    The purpose of Level I Support is to assist the  end-user in
                    the basic  installation and usage of ARTERA Turbo.  This can
                    include  answering  some general  questions to help the user
                    understand  what  ARTERA  Turbo is,  and how it  provides  a
                    benefit  to  them.   While  these   questions  may  be  more
                    "marketing" in nature,  they will allow the end-user to have
                    a  better  overall  experience  with  ARTERA  Turbo  and our
                    "support services".

Level I is  responsible  for assisting the customer  with the  following.  It is
presumed  that this list will be refined as experience is gained and the product
evolves over time.

1.   Establishing  an  Internet   connection   (typically  via  Windows  Dial-Up
     Networking).

2.   Launching a web browser and surfing to various web sites on the Internet.

3.   Answering basic questions about the system configuration needed for running
     ARTERA turbo (i.e. Windows version,  memory, hard disk space) as documented
     on ARTERA's web site.

4.   Assisting the customer in downloading ARTERA Turbo.

5.   Running ARTERA Turbo's Setup program and installing it to their PC.

6.   Launching/running ARTERA Turbo.

7.   Answering  basic  questions  about  navigating  within ARTERA  Turbo's user
     interface.

8.   Answering  basic  questions  about  showing  the user how to know if ARTERA
     Turbo is working.  This includes  pointing out the Network  View,  Activity
     View and the SpeedBar.

9.   Diagnosing that the end user's browser is actually  forwarding its requests
     to ARTERA Turbo.  This is  accomplished  by reviewing the Activity View and
     the browser's proxy settings.

10.  Assisting  an  end-user  who  is  using  a  propriety  dialer  (non-Dial-up
     Networking) such as Juno or NetZero.

11.  Assisting an end-user who is using a browser other than Internet  Explorer.
     This will require  telling the  end-user how to manually set the  browser's
     proxy settings.

12.  Verify if the customer has an ARTERA Data Center connection online.

13.  Assist the customer in how to uninstall ARTERA.

14.  Assisting the customer in opening additional ports in ARTERA's Firewall.
<PAGE>


15.  Assisting the customer in adding sites into the Site Blocking list.

16.  Assisting the customer in adding sites into the Ad Blocking list.

17.  Helping  customers to understand  how Ad Blocking  removes ads and replaces
     them with "place  holder"  graphics.  This can result in what appears to be
     "missing" elements on the page. The customer can be informed of how to turn
     off Ad Blocking if they do not like this behavior  (understanding that this
     will reduce the speed benefits of ARTERA Turbo).

18.  Helping  customers to  understand  how to change the Image  Quality  within
     ARTERA Turbo. This includes explaining how to refresh the page once quality
     has been set to "Best  Quality".  The customer should be informed of how to
     revert back to "Best  Speed" image  quality  setting.  The customer  should
     understand that if they do not revert back to Best Speed,  this will reduce
     the speed benefits of ARTERA Turbo.

19.  Helping  customers  to  understand  what  ARTERA's  firewall  is and how to
     disable it if they desire. The customer should be told that they should not
     run the ARTERA  Firewall with any other  firewall.  The customer  should be
     helped to understand the ramifications of disabling ARTERA's firewall.

20.  Tell the end-user how to get to the ARTERA web site.

21.  Explain to the  customer  what a cache is,  and how to adjust its  settings
     within ARTERA Turbo.

22.  Explain to the  customer  what  settings in their  browser are changed when
     ARTERA Turbo is running.  This  includes the change to the proxy  settings,
     the  number of  requests  that the  browser  will issue at one time and the
     disablement of the browser's  cache.  Importantly,  the customer  should be
     told  that when  ARTERA  Turbo is not  running,  or is  uninstalled,  these
     settings in the browser are changed back to their original values.

23.  Answer  questions about obtaining  (i.e.  downloading)  product updates and
     installing them.

<PAGE>


                                                                   SCHEDULE 1.17
                                                                   -------------


                        LEVEL II SUPPORT RESPONSIBILITIES


The  purpose  of  Level  II  Support  is  to  assist  the   end-user   with  the
ARTERA-specific configuration settings of a more technical nature. Level II will
assume that the customer has a functioning  Internet  connection and can surf to
various web sites when ARTERA is not running.

Level II is  responsible  for assisting the customer with the  following.  It is
presumed  that this list will be refined as experience is gained and the product
evolves over time.

     1.   Establishing a connection to the ARTERA Data Center.

     2.   ARTERA Turbo  abnormal  termination  conditions  ("abends")  or severe
          errors.

     3.   Handling  situations where web pages display  inaccurately when ARTERA
          Turbo is running  (as  opposed to  viewing  the same web page  without
          ARTERA Turbo running). This should not include questions regarding the
          normal  changes  that  occur  when  compression  and ad  blocking  are
          enabled.

     4.   Assisting  the end-user in using  Support Mode and taking  "traces" of
          activities to help  diagnose a problem.  The customer will be informed
          of how to deliver the traces and logs to ARTERA Level II.

     5.   Advising FAIRPOINT and its Customers regarding their assistance of End
          Users  in  diagnosing  and  resolving   problems  with  ARTERA  Turbo,
          including an option for ARTERA,  in its sole discretion,  upon request
          by FAIRPOINT  or its  Customers,  to have direct  contact with the End
          User in furtherance of such diagnosis and resolution.

<PAGE>


                                                                   SCHEDULE 1.19
                                                                   -------------


                       ARTERA TURBO INTELLECTUAL PROPERTY

     1.   System  And  Method  For  Increasing  the  Effective  Bandwidth  of  a
          Communications Network -- Attorney Docket No. 20275-06.

     2.   A System and Method for Reducing the Time to Deliver  Information from
          a Communications Network to a User -- Attorney Docket No. 20275-07.

     3.   A System and Method for Modifying a Data Stream using Element  Parsing
          -- Attorney Docket No. 20275-08.

<PAGE>


                                                                   SCHEDULE 1.29
                                                                   -------------



                                 RESERVED ILECs:
                                 --------------



       1. Verizon

       2. SBC Communications

       3. Bellsouth

       4. QWEST

       5. Puerto Rico Tel

       6. Sprint

<PAGE>


                                                                   SCHEDULE 1.30
                                                                   -------------



                                 RESERVED ISPs:
                                 -------------



       1. AOL Time Warner (including America Online, CompuServe and RoadRunner)

       2. Microsoft (including MSN)

       3. United Online (including NetZero and Juno Online)

       4. EarthLink

       5. AT&T (including AT&T Broadband and AT&T WorldNet)

       6. Comcast Communications

       7. Cox Communications

       8. Charter Communications

       9. People PC

      10. Cablevision (including Optimum Online)

      11. RCN

      12. Covad

      13. Volaris Online

      14. Hughes (including DirecPC)

      15. Bluelight

      16. CoreComm

      17. NTT/Verio

      18. Millennium Digital Medium

      19. Worldcom/UUNet

      20. Concentric/XOCommunications

      21. Internet America

      22. Adelphia Communications

<PAGE>


                                                                   SCHEDULE 1.33
                                                                   -------------

                                  SELECTED ISPs



       [FAIRPOINT SHALL PROVIDE TO ARTERA FAIRPOINT'S LIST OF 50 SELECTED
         ISPs, NONE OF WHICH MAY BE RESERVED ISPs, WITHIN 30 DAYS OF THE
                                EFFECTIVE DATE.]


*      FAIRPOINT  shall be  entitled to retain no less than fifty (50)  Selected
ISPs at all  times.  Accordingly,  in the  event a  Selected  ISP  ceases  to do
business by reason of merger, insolvency,  bankruptcy, liquidation or otherwise,
FAIRPOINT  shall  be  entitled  to  replace  that  Selected  ISP  with  another,
non-Reserved ISP.  FAIRPOINT's  choice of replacement  Selected ISPs shall be in
writing,  and is subject to the  approval of ARTERA,  which  approval  shall not
unreasonably be withheld.

<PAGE>


                                                                    SCHEDULE 3.4
                                                                    ------------

                        COLLECTION AND PAYMENT PROCEDURES

Consistent with the purpose and intent of the Agreement,  the parties agree that
End User  License  Fees shall be  collected,  and Unit  Royalties  shall be paid
generally in accordance with the following:

     A.   When an End User of a FAIRPOINT  Customer  subscribes to or licenses a
          Licensed  Product,  ARTERA shall  assign a Serial  Number and Key Code
          that uniquely identifies each such End User.

     B.   Unless otherwise agreed between the parties, if the FAIRPOINT Customer
          is not an RLEC, ILEC or CLEC, ARTERA will bill the End User each month
          using its online credit card billing  system and shall retain its Unit
          Royalties  and remit the balance to FAIRPOINT by wire transfer no less
          frequently than two times monthly, on the 15th and 30th of each month,
          together with an accounting for all receipts by ARTERA. FAIRPOINT will
          be  responsible  for  remitting  the proper  portion to the  FAIRPOINT
          Customer.  FAIRPOINT,  with the prior written  consent of ARTERA,  may
          agree with  specific ISPs to allow the ISP to direct bill the End User
          by bundling  the price of the ARTERA End User  License  with the ISP's
          regular monthly subscription fee or otherwise,  and in that event, End
          User License Fees will be collected and Unit  Royalties  shall be paid
          in accordance with paragraphs C through E below. ARTERA's consent will
          not unreasonably be withheld.
<PAGE>


     C.   If  the  FAIRPOINT  Customer  is an  RLEC,  ILEC  or  CLEC  (or an ISP
          consented to by ARTERA) then the following two billing  options apply,
          as agreed between FAIRPOINT and its Customer:

          1.   ARTERA's  Subscription  Agreement or Terms of Service for all End
               Users of such FAIRPOINT Customers shall require that all End User
               License  Fees be  payable to  FAIRPOINT  or to its  Customer,  as
               determined between them, either (a) by monthly charges to a valid
               credit card  account or automatic  monthly  debit from a checking
               account  in the name of the End User;  or (b) by  adding  the End
               User  License  Fee to the End  User's  monthly  billing  with the
               FAIRPOINT Customer.

          2.   ARTERA will bill the End User each month using its online  credit
               card billing system and remit  FAIRPOINT's  portion to FAIRPOINT,
               as set forth in paragraph B above.  FAIRPOINT will be responsible
               for remitting the proper portion to the FAIRPOINT Customer.

     D.   ARTERA agrees to provide a two-week trial at no charge to End Users or
          to FAIRPOINT or its Customer.

     E.   The following End User billing practices apply:

          (a)  the billing is pro rata for any End User who  licenses a Licensed
               Product  for a partial  period  for the prior  month  (net of the
               two-week trial);
<PAGE>


          (b)  the  billing  is full  month  for each End  User who  licenses  a
               Licensed  Product  billed in advance  for the  current  one month
               period;

          (c)  if a FAIRPOINT Customer bills the End User then payments shall be
               due from such Customer 20 days from date of bill from FAIRPOINT;

     F.   If ARTERA is not billing the End User,  ARTERA will bill FAIRPOINT the
          first of each month using the same  criteria  in E above with  payment
          due 30 days from date of bill. FAIRPOINT will remit to ARTERA its Unit
          Royalties,  including pro rata Unit  Royalties for a partial month for
          the prior  period,  for each End User  where  FAIRPOINT  has  received
          payment from the Customer.  F. If a Customer is late in its payment to
          FAIRPOINT,  FAIRPOINT  will  send to  ARTERA a  recommended  course of
          action within five (5) days of due date and ARTERA and FAIRPOINT  will
          agree on a course  of  action  within  five  (5)  days of  receipt  of
          recommendation.

     G.   The  risk of  uncollectibility  from End  Users  shall be borne by the
          party hereto that performs the billing with respect to the End User in
          question  (or, if performed by a FAIRPOINT  Customer,  then as between
          FAIRPOINT and ARTERA, by FAIRPOINT).  FAIRPOINT's  agreements with its
          Customers  shall require that, if such Customers  perform the End User
          billing,  they  remit  the End  User  License  Fee for  all  Units  to
          FAIRPOINT,  regardless of whether the Customer has actually  collected
          the End User License Fee from the End User.  Without limitation to the
          final sentence of paragraph F above, the risk of uncollectibility from
          FAIRPOINT's Customers (as opposed to from End Users) shall be borne by

<PAGE>


          FAIRPOINT  and ARTERA on a pro rata basis in  proportion  to  ARTERA's
          Unit Royalties vs. FAIRPOINT's net per Unit revenue from that Customer
          (after subtracting Support Fees).

     H.   The  parties may agree in  writing,  from time to time,  to modify the
          collections and payment  procedures set forth herein,  consistent with
          the purposes and intent of this Agreement.

     I.   FAIRPOINT and ARTERA  acknowledge  and agree that by providing  credit
          card billing services under this Agreement and Schedule (for instance,
          as provided  in  paragraphs  B and C.2)  ARTERA is acting  solely as a
          collection  agent  for  FAIRPOINT,  and as such it holds  all End User
          License Fees received in trust for FAIRPOINT. ARTERA is authorized, in
          its role as  collection  agent,  to cause  itself  to be paid its Unit
          Royalties on all Units for which it collects End User License Fees, in
          a manner  consistent  with this Schedule 3.4, the balance of collected
          End User License Fees, after subtracting the Unit Royalties due.

     J.   In the event  either  party  fails to remit to the other  when due any
          amounts  payable under this Schedule 3.4,  within five (5) days of the
          due date,  such other party shall have the right to offset or withhold
          any amounts  unpaid  from any  payments  otherwise  due from it to the
          party failing to remit under this Schedule 3.4.

<PAGE>


                                                                   SCHEDULE  3.5
                                                                   -------------



               ARTERA TURBO LIST OF FINDERS FOR CERTAIN COMPANIES

CCG  terms:  5% of End User  License  Fees for  first  two  years  from  date of
FAIRPOINT's agreement with Customer; 2.5% for following two years

C&C  Partners  terms:  5% of End User  License  Fees for two years  from date of
FAIRPOINT's  agreement  with Customer;  2.5% for following two years;  1.75% for
next two following years

Telecomworx  terms:  5% of End User  License  Fees for two  years  from  date of
FAIRPOINT's agreement with Customer; 2.5% for following two years

Lombardo terms: 7% of End User License Fees for term of ARTERA End User License


Name of Company                                       Finder
---------------                                       ------
Century Telephone                                     CCG
North State Telephone                                 CCG
TXU Communications                                    CCG
Citizens Communications                               C&C Partners
Campti-Pleasant Hill Tele                             CCG
Champaign Telephone Co.                               CCG
Comtel                                                CCG
E-Ritter Communications                               CCG
Eatel                                                 CCG
Germantown Telephone                                  CCG
Hiawatha Telephone                                    CCG
Iowa Telecom                                          CCG
Kaplan Telephone                                      CCG
LaFourche Telephone                                   CCG
Monon Telephone                                       CCG
Northeast Louisiana Telephone                         CCG
Oxford Telecom                                        CCG
Telapex                                               CCG
Townes Telecommunications                             CCG
Excecom                                               Telecomworx
Bryant Communications                                 Telecomworx
Lynch Interactive                                     Lombardo
Hector Communications                                 Lombardo

<PAGE>


                                                                   SCHEDULE  3.7
                                                                   -------------


                           ARTERA STANDARD PRICE SHEET


Residential Subscription Prices (per month):


Residential Pricing
-------------------
Monthly Users  Number of Lines  Monthly Fee
-------------------------------------------
     1                 1           $ 9.99
-------------------------------------------
     1                 2           $15.00
-------------------------------------------
 up to 5               1           $20.00
-------------------------------------------



Business Subscription Prices (per month):


Business Prices
--------------------------------
Monthly Ueses        Monthly Fee
-------------        -----------
     1                $ 10.00
--------------------------------
     3                $ 55.00
--------------------------------
     5                $ 75.00
--------------------------------
     10               $115.00
--------------------------------
     25               $225.00
--------------------------------
     50               $300.00
--------------------------------
    100               $325.00
--------------------------------
    250               $400.00
--------------------------------

<PAGE>


                                                                   SCHEDULE  4.3
                                                                   -------------

                                  DELIVERABLES

     Pursuant to Section  4.3 of this  Agreement,  ARTERA will supply  FAIRPOINT
with the following Deliverables on or before the date(s) set forth below.

I.        Delivery Guaranteed within 30 days of the date of this Agreement:

1.   Artera  Turbo  products  that  function as  described  in Schedule  21.3
     (except as set forth below in this Schedule 4.3).

2.   Artera Turbo End User software downloadable from the Internet.

3.   Artera Turbo documentation downloadable from the Internet.

4.   Reproducible  Artera  Turbo End User  Software  installation  CD, which
     includes documentation.

5.   Sales presentations and literature in electronic form.

6.   Technical presentations in electronic form.

7.   Fully Functional  Customer  Relations  Management  System and associated
     user documentation to specifications of Schedule 1.8.

II.       Deliverable targeted on or before January 1, 2003; Delivery Guaranteed
          by June 30, 2003:

1.   Artera Turbo product for POP 3 and FTP.

2.   Virtual Private Networks.

3.   Road Warrior option.

III.      Deliverable within 30 days of general availability:

1.   Artera Turbo products, as enhanced or updated from time to time with all
     derivatives thereof.

2.   Artera Turbo operation under Linux operating system.

3.   Artera Turbo operation under Apple Mac operating system.

<PAGE>


                                                                   SCHEDULE  6.5
                                                                   -------------


                                SUPPORT SERVICES

     ARTERA will  provide  FAIRPOINT  with  engineering,  maintenance  and sales
support services as described below.


Services:
--------

1.   Artera  Turbo   regional  data  centers  sized   appropriately   to  handle
     subscription  base that agree to the Service Level  Agreement (SLA) defined
     in Exhibit 1.

2.   Artera Turbo technical support for FAIRPOINT's support services.

3.   Artera Turbo technical training.

4.   Artera Turbo sales training.

5.   Artera Turbo Web-based customer support system.

<PAGE>


                                    EXHIBIT 1
                                    ---------


SERVICE LEVEL AGREEMENT (SLA)
FOR ARTERA TURBO REGIONAL DATA CENTERS

I.     General

Artera  shall  provide  the  agreed  to  service  levels  seven (7) days a week,
twenty-four (24) hours a day, consisting of monitoring,  notification, repair of
service outages and maintenance, as set forth in this SLA.

For the term and all renewal  periods  the  evaluation  of Artera's  performance
against this SLA will be evaluated on a quarterly  basis  beginning  ninety (90)
days from the start of the term or any renewal period.

If  Artera  fails  to  meet  99.5%  Systems  Availability,  excluding  scheduled
maintenance  windows,  as set forth in Section VI below,  the  Customer  will be
credited according Section IX.

This agreement excludes events resulting from acts of God, war, acts by civil or
military  authorities,  energy  shortages,  acts or  omissions  on behalf of the
Customer or other causes beyond Artera's control,  whether or not similar to the
foregoing.

II.    Monitoring

In an effort to detect  potential  problems before they impact the  availability
and  performance  of the system or services,  Artera  monitors the status of the
systems  using both  automated  and manual tools  employed in its 24 by 7 system
monitoring and administration.

This monitoring includes but is not limited to:
     System availability
     Service availability
     Database connectivity and performance
     System load
     Network availability and performance System Usage

III.   System Availability

System  Availability is defined as the operable state of Artera's  Regional Data
Center  Platform in that service  functionality  is Availability to the Customer
and its Users as described in this Agreement.  System Availability does not take
into  account the  performance  or  inability  of such Users to access  Artera's
systems as a result of such Users' Internet/network  connection nor does it take
into effect Artera's vendors ability to update content. Due to the architectural
design of the Internet,  occasions  may arise that  prohibit  access to Artera's
system based on the user's Internet Service Provider's (ISP) fault or failure or
by the path  (route)  traveled  in  accessing  Artera's  systems.  These  system
accessibility  issues will be analyzed,  however,  resolution  may be out of the
control of Artera.

<PAGE>


IV.    Data Integrity

Artera will  provide a minimum of 99.5%  integrity  of system and User data.  In
addition,   Artera  will  maintain  the  highest  level  of  data  security  and
confidentiality as is commercially reasonable in this industry.

V.     Security

Artera's  Systems  Security  Department  is expected to maintain  the  security,
stability and integrity of Artera's  systems as well as to ensure proper conduct
by the users.

System  Intrusion  - In the  event  of a  system  intrusion  by a  "cracker"  or
"hacker",  the  affected  party  (ies) will be notified  and a solution  will be
implemented. Notification will occur upon identification of intrusion.

VI.    Scheduled Maintenance Windows

Artera has  reserved a two (2) hour window  from 1:30 am - 3:30 am Eastern  time
every Sunday  evening - Monday morning for weekly  maintenance,  should the need
for such  maintenance  arise.  In the event that this window will be needed in a
given week,  Artera will notify the Customer no less than forty-eight (48) hours
prior to the window.  If it is  determined  during the window that the scheduled
maintenance will run over the two (2) hour window, the Customer will be notified
immediately  and receive  regular  updates until the period is complete.  During
these scheduled  maintenance periods, the system and services may be unavailable
to Customer and Customer's Users.  Scheduled Maintenance Windows are not counted
against the 99.5% System Availability benchmark in Section IX.

VII.   Emergency Maintenance Notification

In the event that  emergency  maintenance  is  required,  during  which time the
system and services will be unavailable to Customer and Customer's Users. Artera
will make  commercially  reasonable  efforts to notify the customer  during this
window where practical and as not to prolong of negatively effect system service
or it's  availability.  Emergency  maintenance  windows are counted  against the
99.5% System Availability benchmark in Section IX.

VIII.  Incident Management

Artera's  Customer  Support Group will be fully  responsible for the control and
management of incident calls and their  assignment of priority and escalation to
resources within Artera in their sole and absolute discretion.

When analyzing a case, it is important that the partner or the Users  understand
that the Customer  Support  Group will expect the partner or the Users to aid in
the analysis by providing any  information  and  performing any actions or tasks
requested by the analyst.  The partner and any User who is not willing to assist
the analyst must  understand that the case may take longer to solve and will not
be included in the measurement of this service level agreement.

The following priority allocations will apply:

<PAGE>


--------------------------------------------------------------------------------
Priority 1 - These cases are defined as an Artera system  condition where 50% or
more of the User population is affected in their ability to access services as a
result of outage across a service location.

Time Frame - Response to the partner  within fifteen (15) to thirty (30) minutes
of identification or receipt of notification

Follow-up  - Provide  updates to the  partner  at  appropriate  intervals  until
problem is resolved.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Priority 2 - These cases are defined as an Artera  system  condition  where less
than 25% of the user  population is affected in their ability to access services
as a result of partial functionality.

Time Frame - Response to the partner within four (4) hours of  identification or
receipt of notification

Follow-up - Provide updates to the partner every four (4) hours until problem is
resolved.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Priority  3  -  These  cases  are   problems   other  than  those   meeting  the
specifications of Priority 1 or Priority 2.

Time  Frame  -  Response  to  the  partner  within  twenty-four  (24)  hours  of
identification or receipt of notification

Follow-up  - Provide  updates to the  partner  at  appropriate  intervals  until
problem is resolved.
--------------------------------------------------------------------------------
Upon the  identification of a system event,  Artera will make every commercially
reasonable effort to correct the system or service event if the most expeditious
manner possible.

IX.    Reporting

During  the  term and any  extension  or  renewal  period,  Upon the  Customer's
request, Artera shall provide an SLA evaluation report via e-mail within fifteen
(15) days of the request by the  customer.  The Customer  shall not request more
than one  report  every 90 days.  SLA  credits  shall be given if the  following
service metrics are not met:

99.5% Availability (Uptime): For each 0.2% less than 99.5%, ARTERA would provide
a 5% discount on that given month's monthly per user fees.

Data Integrity:  For each .1% less than 99.5% monthly, ARTERA would provide a 5%
discount on that given month's monthly per user fee.

<PAGE>


                                  SCHEDULE 21.3
                                  -------------

                        ARTERA TURBO PRODUCT DESCRIPTION

          Artera Turbo Products and Service Offerings

Artera's service offerings address both the residential and business markets and
are packaged and priced for both single-PC and multiple-PC environments.

As a service  offering,  every user must be a registered  subscriber in order to
enable the Artera  software.  Subscription  and  authentication  for each of the
products is through the Artera CRM  systems via either the  publicly  accessible
Internet  web site or the private  extranet  available  to each  Artera  channel
partner.  This prevents  unauthorized  use and allows Artera  partners to freely
distribute Artera client software without fear of piracy.

          1.     Single-PC Products

Artera's single-PC  residential  subscriber product includes  client-side Artera
Turbo  software  packaged as a  self-installing  software-only  product  that is
loaded on the subscriber's computer.

In the case of a dial-up  user,  the phone line may be either  shared (i.e.  the
subscriber  has only one line to the home) or  dedicated  where a second line is
used exclusively for data communications.

------------------------- --------------------------- --------------------------
     Single-PC                   Artera Turbo                 Artera Turbo
   Configuration                ONE DIAL LINE              TWO DIAL LINES
------------------------- --------------------------- --------------------------
  Achieved Speed                  >256K bps                    >512K bps
------------------------- --------------------------- --------------------------


The single-PC offering is the principal product for the residential market. It
is also an important offering for small businesses and traveling professionals.

          2.     Multiple-PC Products

Artera's multiple-PC product is comprised of two components:

     a.)      Artera software a  self-installing  software-only  product that is
     loaded on the  subscriber's  computer  (the same  software as the single-PC
     product)
     b.)      Artera  software,  which is  installed  on a PC,  designated  as a
     communication gateway for the office.

Multiple-PC  systems support the use of two or four dedicated phone lines, which
are connected to the Artera gateway PC. These lines are shared by all of the PCs
at the site.

The multiple-PC  product is the principal  offering to businesses with more than
one PC and to the growing multi-PC residential marketplace.

------------------------- --------------------------- --------------------------
      Multiple-PC                Artera Turbo                Artera Turbo
     Configuration              TWO DIAL LINES              TWO DIAL LINES
------------------------- --------------------------- --------------------------
     Achieved Speed                >512K bps                  >1,000K bps
------------------------- --------------------------- --------------------------

<PAGE>


                 Residential and Business Product Features

The following matrix highlights the different features of the business and
residential product offerings.

                 Established Communications Platform

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
             Feature                 Corporate     Corporate    Residential   Residential   Residential   Residential
               Set                    Gateway       Client        Gateway     User 2-line   User 1-line       DTB
-----------------------------------------------------------------------------------------------------------------------

<S>                                      <C>          <C>          <C>            <C>           <C>          <C>
VPN                                      X             X            n/a           n/a           n/a           n/a
E-Mail Server                            X            n/a            X            n/a           n/a           n/a
Net Switcher (Road Warrior)              X             X            n/a            X             X             X
User Accounting                          X             X             X             X             X            n/a
Sight Blocking                           X             X             X             X             X            n/a
Ad Optimization                          X             X             X             X             X             X
Content Control                          X             X             X             X             X            n/a
DHCP Server                              X            n/a            X            n/a           n/a           n/a
Line Teaming                            16             2             2             2             1             1
Firewall                                 X             X             X             X             X            n/a
PC Sharing                               X            n/a            X            n/a           n/a           n/a
SmartHost                                X             X             X             X             X             X
Max. Users                              100            1             5             1             1             1
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


The Artera Turbo technology has been integrated into a complete  Internet access
platform provided by a NCT Group, Inc. subsidiary,  Midcore Software,  Inc. This
platform  includes  everything  required  to  connect to the  Internet,  such as
router, firewall, content control, usage accounting,  email server and many more
features in a single  plug-and-play  solution - all  optimized  for speed.  This
platform is currently installed in over 5,000 locations with in excess of 60,000
users.

This  combination  is ideally  suited to end users and  organizations  that have
limited  or no  access  to IT  expertise.  Artera's  full  service  IT  solution
offerings  address the needs of small and medium  businesses  for  connectivity,
security,   managed  Internet  applications,   accountability,   capability  and
standards compliance.  Many competitive platforms solutions have bolted together
software from different sources to provide a solution. In contrast, Artera Turbo
and all of its  features  were  written  from the  ground up to  ensure  maximum
performance and compatibility.

Some of the important features provided by Artera include:

>    PC sharing
>    Firewall protection
>    Virtual private networking

<PAGE>


>    Secure email server
>    Connection Teaming(TM)
>    Usage accounting
>    Site blocking
>    Content control
>    DHCP server
>    Road Warrior

Source: Artera Group, Inc.

PC Sharing:  Establishing Internet access involves connecting multiple computers
together to share the network connection.  Artera's integrated router eliminates
the need to purchase or install additional router hardware.

Firewall  Security:  Ultra-secure  firewall  protects  businesses  from unwanted
access from the Internet.  Gartner  Group  reported that 60% of small and medium
businesses  with always on Internet  connections  are  accessed by  unauthorized
third parties and that less than 50% of those are aware of any  intrusion.  Full
security   protection  is  a  requirement  for  both  residential  and  business
subscribers.

Secure  Internet  Communication - Virtual  Private  Networking:  Businesses with
multiple  locations  look for  solutions  to  interconnect  offices  in order to
transfer data between locations.  Traditionally,  these networks were built with
private   communications  lines.  While  this  ensured  security,  it  was  very
expensive.  Virtual  Private  Network  allows  businesses  to  achieve  the same
security over Artera's  shared network using state of the art  encryption.  This
provides  the  highest  level of security at a fraction of the cost of a private
network.

Managed  Internet  Email:  Artera's  secure  email  server  is a  full-featured,
easy-to-administer part of the integrated solution. This eliminates the cost and
technical  skills  required to integrate and operate  standalone  email servers,
such as Microsoft Exchange Server.

Site  Blocking and Usage  Accounting:  Many  productivity  gains won with shared
access  for all  employees  and  managed  Internet  applications  are too  often
countered with  unproductive  Internet  activities by employees.  Non-productive
Internet  activities are avoided by blocking  undesirable  sites on a user basis
(for example,  management  may be allowed to look at stock quote sites,  but not
employees) and by specifying  industry  standard content control filtering (much
like what is done on  television).  Maintaining  access records for all Internet
traffic provides  complete  accountability.  Management can use these records to
enforce company Internet access policies. Site blocking and usage accounting are
also important residential features to protect children.

Scalability and Standards  Compliance:  Residential and business  customers have
standardized  on  Microsoft   Windows   platforms  to  ensure   scalability  and
compatibility   with  future   applications.   The  vast  majority  of  all  new
applications  and services are  developed on Windows and will  continue to be so
for the foreseeable future.

Hardware and Software Requirements:
Residential.
------------
Software: Win98, Win Me, Win2000, Win XP, Win NT

<PAGE>


Hardware: Intel PII, PIII, PIV, Celeron, 486, 386
                 200 MB disk space
                 Broadband connection or dial up

Business.  The individual user PCs has the same  requirements as the Residential
users.

Software for Corporate Gateway: Win98, Win2000

Hardware for Corporate Gateway: Intel PII, PIII, PIV, Celeron 750

2 gigabytes disk space

Broadband connection or 2 (or more) dial up lines

<PAGE>


                                                                   SCHEDULE 21.4
                                                                   -------------


                          ARTERA TURBO TERMS OF SERVICE
                                (business users)


These Artera  Turbo Terms of Service (the "Terms of Service")  form Exhibit A to
the Subscription  Agreement between Artera Group,  Inc.  ("Artera") and you (the
"Subscription  Agreement")  pertaining  to the provision by Artera to you of the
Artera Turbo service (the "Service").

1.       Use of  Service.  You may use the  Service only for the number of users
(i.e., computers) specified in the Subscription Agreement.

2.       Software and Documentation.  In connection with your use of the Service
and subject to the terms and conditions contained herein and in the Subscription
Agreement,  Artera  grants  to you,  and you  accept  from  Artera,  a  limited,
non-exclusive, non-sublicensable and non-transferable license to install and use
the Service's  software (the  "Software") and  accompanying  documentation  (the
"Documentation" and, collectively with the Software,  the "Materials").  You may
make one copy of the Software for backup and archival  purposes,  provided  that
you accurately reproduce and include the copyright and trademark notices and any
other notices that appear on the original Software. You shall not (and shall not
allow  any  third  party  to)  (a)  "unlock,"  reverse   translate,   decompile,
disassemble or otherwise reverse engineer, or attempt to reconstruct or discover
any source code,  underlying ideas,  algorithms,  file formats or programming or
interoperability  interfaces of the Software by any means whatsoever, (b) remove
any identification,  copyright, trademark or other notices from the Materials or
(c)  modify  or  create  a  derivative  work  of any  part of the  Materials  or
incorporate any part of the Materials into any other software or materials.

3.       Ownership.  The Service and the  Materials  are the sole and  exclusive
property  of Artera.  This is a service  arrangement  and not a sale.  Your only
rights to use the Service and the Materials  are  specified in the  Subscription
Agreement (including these Terms of Service),  and Artera retains all rights not
expressly granted to you therein or herein.

4.       User Responsibilities. You assume full responsibility for the selection
of the  Service to achieve  your  intended  results  and for the use and results
obtained from the Service and the Materials.  You assume  responsibility for the
installation  of the  Software.  You shall use your best  efforts to protect the
Service and the Materials from unauthorized use, illegal reproduction or illicit
distribution,  and you shall promptly  report to Artera any such wrongful use by
third parties of which you become aware. You acknowledge that certain technology
may be subject to regulation by agencies of the U.S.  government,  including the
U.S.  Department  of  Commerce,  which  prohibit  export or diversion of certain
technologies to certain countries. You warrant to Artera that you will comply in
all  respects  with the  export  restrictions  applicable  to any  materials  or
technologies  provided to you as part of or in  connection  with the Service and
will  otherwise  comply  with the Export  Administration  Regulations  and other
United  States laws and  regulations  in effect from time to time that relate to
the Service, the Materials or your use of either thereof. Any use of the Service
or the  Materials  by the U.S.  Government  shall be  governed by these

<PAGE>


Terms of Service and the Subscription  Agreement,  shall be prohibited except to
the extent  expressly  permitted by these Terms of Service and the  Subscription
Agreement and shall be further subject to the  restrictions set forth in Federal
Acquisition  Regulation (FAR) Section 52.227-14 and Defense Federal  Acquisition
Regulation (DFAR) Section  252.227-7015.  On Artera's written request, you shall
furnish  Artera  with a signed  statement  certifying  that the  Service and the
Materials  are being  used in  accordance  with these  Terms of Service  and the
Subscription Agreement, including any copy and user limitations. With reasonable
advance notice,  Artera or its agents may examine the copies of the Materials in
your  possession  and may audit your use of the Service and the  Materials,  all
during regular business hours.

5.       Warranties.  Artera  warrants  to you that the  Service,  when  used as
directed,   will  substantially  achieve  the  functionality  described  in  the
Documentation. Artera also warrants that any Software media provided to you will
be free from defects in material and  workmanship  for 90 days from the date you
receive such Software media. ARTERA DOES NOT WARRANT,  HOWEVER, THAT YOUR USE OF
THE SERVICE WILL BE  UNINTERRUPTED  OR THAT THE OPERATION OF THE SERVICE WILL BE
ERROR-FREE OR SECURE.  ARTERA'S SOLE LIABILITY  (AND YOUR EXCLUSIVE  REMEDY) FOR
ANY  BREACH  OF  THESE  WARRANTIES  SHALL  BE FOR  ARTERA  TO  USE  COMMERCIALLY
REASONABLE EFFORTS, IN ARTERA'S SOLE DISCRETION,  TO REINSTATE THE FUNCTIONALITY
OF THE SERVICE,  TO REPLACE DEFECTIVE  SOFTWARE OR SOFTWARE MEDIA, TO ADVISE YOU
HOW  TO  ACHIEVE  SUBSTANTIALLY  THE  SAME  FUNCTIONALITY  THROUGH  A  PROCEDURE
DIFFERENT FROM THAT SET FORTH IN THE DOCUMENTATION OR, IF THE ABOVE REMEDIES ARE
IMPRACTICABLE,  TO REFUND THE  SUBSCRIPTION  FEE AND TERMINATE THE  SUBSCRIPTION
AGREEMENT.  If you use the Service in an unauthorized  fashion,  if you make any
modifications  to the Software,  if the Software media is subjected to accident,
abuse  or  improper  use,  or if you  violate  these  Terms  of  Service  or the
Subscription Agreement,  this warranty is void. This warranty shall not apply if
the Service is used on or in  conjunction  with hardware or software  other than
the  unmodified  version of  hardware  and  software  with which the Service was
designed to be used,  as described in the  Documentation.  To make a claim under
these warranties,  you must send a written  description of the claim to Artera's
office as shown in the  heading of these Terms of Service  (Attention:  Warranty
Service Department).  If the claim relates to defective Software,  you must send
Artera the defective  Software media as well (including any copies you have made
and all Documentation accompanying the Software). You assume the risk of loss in
transit for any Materials  shipped to Artera.  If Artera  confirms the defect or
warranty claim, Artera will, within a reasonable time after receipt of the claim
(and any  required  Materials),  provide you with one of the  remedies set forth
above. If you have any questions concerning warranty claims, you may call Artera
at  203-577-5374.  THIS IS A LIMITED  WARRANTY.  IT IS THE ONLY WARRANTY MADE BY
ARTERA,  AND  ARTERA  MAKES NO OTHER  REPRESENTATION  OR  WARRANTY  OF ANY KIND,
WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT
TO THE SERVICE OR THE MATERIALS.  NO LICENSEE,  DEALER,  DISTRIBUTOR,  RESELLER,
AGENT OR EMPLOYEE OF ARTERA IS AUTHORIZED TO MAKE ANY MODIFICATIONS,  EXTENSIONS
OR ADDITIONS TO THIS LIMITED  WARRANTY,  AND NO LICENSEE,  DEALER,  DISTRIBUTOR,
AGENT  OR  RESELLER  OF  ARTERA  SHALL  HAVE  ANY   LIABILITY  TO  YOU  FOR  THE
FUNCTIONALITY  OR

<PAGE>


PERFORMANCE  OF THE SERVICE OR THE  SOFTWARE OR FOR ANY  WARRANTIES  OR BREACHES
UNDER THE  SUBSCRIPTION  AGREEMENT OR THESE TERMS OF SERVICE.  ARTERA  EXPRESSLY
DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.  YOU MAY HAVE OTHER STATUTORY RIGHTS.  HOWEVER, TO THE
FULLEST  EXTENT   PERMITTED  BY  LAW,  THE  DURATION  OF  STATUTORILY   REQUIRED
WARRANTIES,  IF ANY,  SHALL BE LIMITED  TO THE ABOVE  LIMITED  WARRANTY  PERIOD.
MOREOVER,  IN NO EVENT SHALL  WARRANTIES  PROVIDED BY LAW, IF ANY,  APPLY UNLESS
THEY ARE REQUIRED TO APPLY BY STATUTE.

6.       Liabilities.  NOTWITHSTANDING ANYTHING IN THESE TERMS OF SERVICE TO THE
CONTRARY, IN NO EVENT SHALL ARTERA OR ANY LICENSEE, DEALER,  DISTRIBUTOR,  AGENT
OR RESELLER OF ARTERA BE LIABLE OR OBLIGATED, UNDER CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR ANY OTHER LEGAL OR EQUITABLE  THEORY,  FOR ANY AMOUNTS IN EXCESS OF
THE AGGREGATE OF THE SUBSCRIPTION FEES PAID BY YOU TO ARTERA WITH RESPECT TO THE
SERVICE  DURING THE 12-MONTH  PERIOD PRIOR TO YOUR  COMMUNICATING  YOUR CLAIM TO
ARTERA  AS  DESCRIBED  HEREIN,  OR FOR  ANY  SPECIAL,  PUNITIVE,  INCIDENTAL  OR
CONSEQUENTIAL  DAMAGES  (INCLUDING BUT NOT LIMITED TO ANY COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES,  TECHNOLOGIES OR RIGHTS), OR FOR INTERRUPTION OF USE
OR LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS,  OPPORTUNITIES  OR PROFITS,  OR
FOR ANY MATTER BEYOND ARTERA'S  REASONABLE  CONTROL.  Some  jurisdictions do not
allow the exclusion or limitation of incidental or consequential damages, so the
above  exclusions and  limitations may not apply to you. You shall indemnify and
hold harmless Artera and its directors,  officers, employees, agents, affiliates
and  distributors  for and  against  any losses,  damages,  claims and  expenses
relating to or arising out of any breach by you of these Terms of Service or the
Subscription  Agreement or relating to or arising out of your use of the Service
or the Materials.

7.       Termination.  Either party may  terminate  the  Subscription  Agreement
(including  these Terms of Service) for a material  breach by the other party if
such  breach is not cured  within 30 days after  written  notice  thereof to the
breaching party; provided, however, that, with respect to a breach by you of the
obligation to pay subscription  fees,  termination may be made by Artera if such
breach is not cured within ten days after  written  notice  thereof to you. Upon
any  termination  of  the  Subscription  Agreement  (including  these  Terms  of
Service),  your right to use the Service and the Materials  shall  terminate and
you shall immediately  destroy all originals and copies of the Materials then in
your  possession or control and, if requested by Artera,  provide  certification
that no  originals  or copies of the  Materials  remain  in your  possession  or
control.   Without   limiting  the  foregoing,   upon  any  termination  of  the
Subscription Agreement (including these Terms of Service),  Artera may terminate
your ability to use the Service by any reasonable means.

8.       Miscellaneous.  The  Subscription  Agreement  (including these Terms of
Service)  represents the entire agreement between Artera and you relating to the
subject  matter   thereof  and  hereof,   and  supersedes  any  other  prior  or
contemporaneous  documents  or written or oral

<PAGE>


communications  relating to such subject matter.  These Terms of Service may not
be amended  except by Artera via  written  notice to you or via  publication  on
Artera's Web site. No  sublicense,  assignment  or transfer of the  Subscription
Agreement  (including  these  Terms  of  Service)  or of any of your  rights  or
obligations  thereunder or hereunder,  whether by operation of law or otherwise,
may be  made by you  without  the  prior  written  consent  of  Artera,  and any
purported  sublicense,  assignment or transfer by you shall be void. The failure
of Artera to insist,  in any one or more instances,  upon the performance of any
of the terms,  covenants or  conditions of the  Subscription  Agreement or these
Terms of Service,  or to exercise any rights thereunder or hereunder,  shall not
be construed as a waiver of the future  performance  of any  obligations by you,
and your obligations with respect to such future  performance  shall continue in
full force and effect.  The  Subscription  Agreement  (including  these Terms of
Service)  shall be governed by and construed in accordance  with the laws of the
State of  Connecticut,  U.S.A.,  without  giving  effect to the  conflict of law
principles thereof. Jurisdiction for any action under the Subscription Agreement
(including  these  Terms of  Service)  shall lie solely in the  Federal or state
courts located in the State of  Connecticut,  and venue in any such action shall
be proper  only  therein.  No  action  for any claim  against  Artera  under the
Subscription  Agreement  (including  these Terms of Service),  including but not
limited to breach of  warranty,  may be  commenced  more than one year after the
earlier of (a) the  termination  of the  Subscription  Agreement or (b) the date
Artera is notified  of the  applicable  claim.  References  herein to  "written"
notice shall include fax, e-mail and Web-based  communications.  No provision of
the Subscription Agreement (including these Terms of Service) shall be construed
against  Artera  solely due to the fact that  Artera or its agent  drafted  such
provision.  You agree that the Subscription  Agreement (including these Terms of
Service) is the result of arms-length negotiations.

<PAGE>


                          ARTERA TURBO TERMS OF SERVICE

                               (residential users)


These Artera  Turbo Terms of Service (the "Terms of Service")  form Exhibit A to
the Subscription  Agreement between Artera Group,  Inc.  ("Artera") and you (the
"Subscription  Agreement")  pertaining  to the provision by Artera to you of the
Artera Turbo service (the "Service").

1. Use and Ownership of Service.  You may use the Service only for the number of
users  (i.e.,  computers),  and  for  the  number  of  lines,  specified  in the
Subscription Agreement, and only for residential (i.e.,  non-business) purposes.
In connection with your use of the Service,  Artera grants you a limited license
to  use  the  Service's   software  (the  "Software")  and  documentation   (the
"Documentation") and, together with the Software, the "Materials"). You may make
one copy of the Software for backup purposes.  You may not (a) "unlock," reverse
translate,  decompile,  disassemble or otherwise reverse engineer, or attempt to
reconstruct  or discover any source code,  underlying  ideas,  algorithms,  file
formats or  programming  or  interoperability  interfaces of the  Software,  (b)
remove  any  identification,  copyright,  trademark  or  other  notice  from the
Materials or (c) modify or create a derivative work of any part of the Materials
or incorporate  any part of the Materials into other software or materials.  The
Service  and the  Materials  are  the  property  of  Artera.  This is a  service
arrangement and not a sale.  Artera retains all rights in and to the Service and
the Materials that are not expressly granted to you herein.

2. User Responsibilities.  You are responsible for the results obtained from the
Service and the  Materials.  You are  responsible  for the  installation  of the
Software.  You will use best  efforts to protect the  Service and the  Materials
from  unauthorized or illegal use. You will comply with all export  restrictions
and  other  laws  relating  to the  Service  and the  Materials.  You  may  have
additional  responsibilities  under  the  Subscription  Agreement,  under  other
agreements with Artera or under applicable law.

3. Warranties and Limitation of  Liabilities.  Artera warrants that the Service,
when used as directed, will substantially achieve the functionality described in
the Documentation.  Artera warrants that any Software media provided to you will
be free from defects for 90 days from date of receipt. ARTERA DOES NOT, HOWEVER,
WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR SECURE.  ARTERA'S SOLE  LIABILITY
FOR BREACH OF THESE WARRANTIES IS A COMMERCIALLY  REASONABLE EFFORT, IN ARTERA'S
DISCRETION,  TO REINSTATE THE FUNCTIONALITY OF THE SERVICE, TO REPLACE DEFECTIVE
SOFTWARE  OR SOFTWARE  MEDIA,  TO ADVISE HOW TO ACHIEVE  SUBSTANTIALLY  THE SAME
FUNCTIONALITY  THROUGH A PROCEDURE  DIFFERENT FROM THAT IN THE DOCUMENTATION OR,
IF  THESE  REMEDIES  ARE  IMPRACTICABLE,  TO  REFUND  THE  SUBSCRIPTION  FEE AND
TERMINATE THE SUBSCRIPTION  AGREEMENT. If you use the Service in an unauthorized
fashion,  if you modify the  Software,  if the  Software  media is  subjected to
accident, abuse or improper use, or if you violate these Terms of Service or the
Subscription Agreement,  this warranty is void. This

<PAGE>


warranty  shall  not  apply if the  Service  is used on or in  conjunction  with
hardware or software other than the unmodified  version of hardware and software
with which it was designed to be used. To make a claim under this warranty, send
a written description of the claim to Artera's office as shown in the heading of
these Terms of Service (Attention:  Warranty Service  Department).  If the claim
relates to defective Software,  send Artera the defective Software media as well
(including any copies made and all Documentation accompanying the Software). You
assume  the risk of loss in transit  for any  Materials  shipped  to Artera.  If
Artera confirms the defect or warranty  claim,  Artera will provide you with one
of the remedies set forth above. For questions on warranty  claims,  call Artera
at  203-577-5374.  THIS IS A LIMITED  WARRANTY.  IT IS THE ONLY WARRANTY MADE BY
ARTERA, AND ARTERA MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE
SERVICE OR THE MATERIALS. NO LICENSEE,  AGENT, DISTRIBUTOR OR RESELLER OF ARTERA
IS  AUTHORIZED TO MODIFY THIS WARRANTY AND NO LICENSEE,  AGENT,  DISTRIBUTOR  OR
RESELLER OF ARTERA  SHALL HAVE ANY  LIABILITY  TO YOU FOR THE  FUNCTIONALITY  OR
PERFORMANCE  OF THE SERVICE OR THE  SOFTWARE OR FOR ANY  WARRANTIES  OR BREACHES
UNDER THE  SUBSCRIPTION  AGREEMENT OR THESE TERMS OF SERVICE.  IN NO EVENT SHALL
ARTERA OR ANY LICENSEE,  AGENT,  DISTRIBUTOR OR RESELLER OF ARTERA BE LIABLE FOR
ANY  AMOUNTS IN EXCESS OF THE  SERVICE  SUBSCRIPTION  FEES PAID BY YOU TO ARTERA
WITH RESPECT TO THE 12-MONTH  PERIOD PRIOR TO YOUR  COMMUNICATING  YOUR CLAIM TO
ARTERA  AS  DESCRIBED  HEREIN,  OR FOR  ANY  SPECIAL,  PUNITIVE,  INCIDENTAL  OR
CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA,
OR FOR ANY MATTER BEYOND ARTERA'S REASONABLE CONTROL.  Some jurisdictions do not
allow the exclusion or limitation of certain  damages,  so the above  exclusions
and limitations may not apply to you. You may have other statutory  rights,  but
in no event shall  warranties  provided by law,  if any,  apply  unless they are
required  to apply by  statute.  You  shall  indemnify  Artera  for any  losses,
damages,  claims and expenses arising out of any breach by you of these Terms of
Service or the Subscription Agreement, or arising out of your use of the Service
or the Materials.

4. Termination.  You may terminate the Subscription  Agreement  (including these
Terms of Service),  effective as of the end of any monthly  subscription period,
via prior written notice to Artera. In addition,  either party may terminate the
Subscription  Agreement  (including  these  Terms of Service) at any time if the
other party has materially breached the Subscription Agreement or these Terms of
Service and not cured such breach within ten days after written notice  thereof.
For purposes  hereof,  any breach by you of the  obligation to pay  subscription
fees shall be deemed a material  breach.  Upon  termination of the  Subscription
Agreement (including these Terms of Service),  your right to use the Service and
the Materials  shall terminate and you shall  immediately  destroy all originals
and  copies  of the  Materials  in  your  possession.  Upon  termination  of the
Subscription Agreement (including these Terms of Service),  Artera may terminate
your ability to use the Service by any reasonable means.

5. Miscellaneous.  The Subscription Agreement (including these Terms of Service)
represents the entire  agreement  between Artera and you relating to the subject
matter thereof and hereof,  and  supersedes  any other prior or  contemporaneous
documents or communications  relating to such subject matter. You may not assign
or  transfer  your right to use the Service or the  Materials

<PAGE>


without  the prior  written  consent of Artera.  The failure of Artera to insist
upon the  performance  of any of these Terms of Service shall not be a waiver of
the future  performance of obligations by you. These Terms of Service may not be
amended  except by  Artera  via  written  notice  to you or via  publication  on
Artera's Web site. The Subscription Agreement (including these Terms of Service)
is governed by the laws of the State of Connecticut, U.S.A. Jurisdiction for any
lawsuit under the Subscription Agreement (including these Terms of Service) lies
solely in the Federal or state courts located in  Connecticut,  and venue in any
such action shall be proper only therein.  No lawsuit for a claim against Artera
under the Subscription Agreement (including these Terms of Service) may commence
more than one year after the earlier of (a) the termination of the  Subscription
Agreement or (b) the date Artera is notified of the claim.  References herein to
"written"  notice shall  include fax,  e-mail and Web-based  communications.  No
provision of the Subscription Agreement (including these Terms of Service) shall
be  interpreted  against  Artera solely  because Artera or its agent drafted the
provision.