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                                                                    Exhibit 10.3

                              Amended and Restated
                      Fiber Networks Development Agreement

            THIS Agreement ("Agreement"), made and entered into this 29th day of
October, 1999, by and between Sea Breeze Communication Company, ("SBCC"), a
Delaware corporation whose address is 4111 East 37th Street North, Wichita,
Kansas 67220 and PF.Net Corp. ("PF.Net") a Delaware corporation, whose address
is 1625 B Street, Washougal, Washington 98671.

                                   WITNESSETH:

            WHEREAS, PF.Net intends to build, sell, own and operate fiber optic
networks, which include, but shall not be limited to, the construction and/or
installation of fiber optics, manholes, vaults, conduit or conduits, ducts or
subducts, cables, wires splicing connections, splice boxes, together with all
necessary or useful appurtenances, devices, apparatus, equipment and materials
("Fiber Networks");

            WHEREAS, PF.Net intends to sell or sell the use of dark fibers,
conduits, subducts and telecommunication services to third parties;

            WHEREAS, SBCC, through the exclusive authority granted by the
Affiliated Companies (hereinafter defined) pursuant to certain Telecommunication
Rights Agreements (hereafter the "Affiliated Companies Agreements"), has
existing Telecom Easement Rights (hereinafter defined) and certain rights with
respect to inactive pipelines throughout the United States that may be suitable
for use in connection with the Fiber Networks and is willing to grant to PF.Net
the Encroachment Rights (hereinafter defined) under certain terms and conditions
along other pipelines for which the Affiliated Companies hold easements or other
rights in land;

            WHEREAS, SBCC and PF.Net have previously entered into a Fiber
Networks Development Agreement, dated May 17, 1999 (the "Original Agreement");

            WHEREAS, SBCC and PF.Net desire to amend and restate the Original
Agreement in its entirety; and

            WHERAS, subject to the terms and conditions hereof, SBCC, pursuant
to the authority granted to it, is willing to utilize the Telecom Easement
Rights and SBCC's Available Pipelines (hereinafter defined) for the development
of Fiber


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Networks when to do so would not interfere with the primary business of the
transportation of gaseous and liquid substances of the Affiliated Companies.

            NOW, THEREFORE, in consideration of the mutual covenants, terms and
conditions, herein contained, the parties hereto agree as follows:


                                   ARTICLE I.
                                  DEFINITIONS

            All terms in this Agreement will have their common meanings or the
meanings attributed in the context of this Agreement and in the introduction to
the Agreement through the use of quotation marks within parentheses. In
addition, the following capitalized terms and phrases shall have the following
meanings:

            "Affiliate" means, with respect to any entity, any other entity
controlled by or under common control with such entity. For purposes of this
definition, "control" (including the terms "controlling", "controlled by" and
"under common control with") means the possession, direct or indirect, of the
power to vote 50.1% or more of the capital stock having ordinary voting power
for the election of directors, managing general partners or managing members.

            "Affiliated Companies" means Koch Hydrocarbon, Inc., a division of
Koch Industries, Inc., Koch Pipeline Company, L.P., Koch Pipeline Southeast,
Inc., Koch Petroleum Group, L.P., Koch Midstream Services Company, Koch Gateway
Pipeline Company and Koch Energy Services Company.

            "Affiliated Companies Agreements" has the meaning stated in the
recitals.

            "Affiliated Companies' Routes" means those pipeline routes
generally depicted in Exhibit A and identified therein as Koch-owned.

            "After Acquired Assets" has the meaning set forth in Section 2.2.

            "Available Pipelines" means inactive pipelines now owned by the
Affiliated Companies throughout the United States that may be suitable for use
in connection with Fiber Networks.


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            "Designated SBCC Assets" has the meaning stated in Section 3.1.1.

            "Development Routes" has the meaning set forth in Section 3.1.1.

            "Effective Date" means the date on which this Agreement has been
fully executed by both parties.

            "Encroachment Rights" means the permission of the Affiliated
Companies' for PF.Net to install, operate, maintain and upgrade the Fiber
Networks within the boundaries of the easements for their pipelines as set forth
in this Agreement but only to the extent PF.Net has a right to do so. The
parties acknowledge that it may be necessary for PF.Net to acquire rights from
third party holders of interests in such property for Fiber Network
Development.

            "Exclusive SBCC Assets" means the Telecom Easement Rights, the
Encroachment Rights and SBCC's Available Pipelines which pursuant to the
Affiliated Companies Agreements SBCC has or may have the right of use in
connection with the development of Fiber Networks collectively or individually
along the Affiliated Companies' Routes identified as exclusive on Exhibit B
hereto.

            "Exclusivity Period" has the meaning set forth in Section 2.1.

            "Fiber Networks" has the meaning as set forth in the recitals.

            "Fiber Network Development" means the development, installation,
construction, ownership, operation, maintenance, repair and replacement of
Fiber Networks.

            "Indefeasible Right of Use" or "IRU" means an exclusive,
indefeasible right to use specified property subject to such terms and
conditions as may be imposed in this Agreement. The grant of an IRU does not
convey any legal title to real or personal property.

            "Non-exclusive SBCC Assets" means all of the SBCC Assets except for
the Exclusive SBCC Assets.

            "Offer Right" has the meaning stated in Section 2.4.2.

            "Right of Last Look" has the meaning stated in Section 2.4.3.


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            "SBCC's Available Pipelines" means all Available Pipeline for
which SBCC has the right of use pursuant to the Affiliated Companies'
Agreements in connection with the Fiber Networks, other than Available Pipeline
that are Excluded Assets as set forth in Section 3.4.

            "SBCC Assets" means the Telecom Easement Rights, the Encroachment
Rights and SBCC's Available Pipelines which pursuant to the Affiliated Companies
Agreements SBCC has or may have the right of use in connection with the
development of Fiber Networks collectively or individually along the Affiliated
Companies' Routes, but excluding the Excluded Assets as set forth in Section
3.4.

            "Telecom Easement Rights" means the Affiliated Companies' rights,
licenses, authorizations, easements, leases, fee interests, or agreements that
provide for the occupancy by Fiber Networks of real property or fixtures
expressly excepting, however, any such rights:

                  (a) utilized by the Affiliated Companies in connection with
            its internal communication systems including for emphasis only and
            not by way of limitation Koch Petroleum Group, LP's communication
            systems between its refineries in Corpus Christi, TX;

                  (b) used in connection with wireless communication; or

                  (c) under contract to convey to third parties as of the date
            of this Agreement.

            "Telecommunications Business" means the offering of
telecommunications services or dark fiber to third parties using fiber optic
communications systems.

            "Third Party" has the meaning stated in Section 2.4.3.

                                   ARTICLE II
                                EXCLUSIVE RIGHTS

            2.1 Exclusivity Period and Term

            2.1.1 Subject to the terms and conditions hereof, Section 2.1.6,
Section 2.3, and those exceptions in Schedule 3.4 and Exhibit C, SBCC grants
unto PF.Net the exclusive right for a three and a half (3 1/2) year period
commencing October


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29, 1999 (the "Exclusivity Period"), to designate SBCC Assets, as existing on
the Effective Date for Fiber Network Development.

                  2.1.2 Subject to Section 12.5, the term of this Agreement
shall be a period equal to the Exclusivity Period plus eighteen (18) months (the
"Term").

                  2.1.3 The routes identified as those corresponding to the
Affiliated Companies' Routes depicted on Exhibit A attached hereto and made a
part hereof show the general location of the SBCC Assets.

                  2.1.4 The granting of said exclusive rights does not prohibit
SBCC or the Affiliated Companies from permitting encroachments by third parties
for crossings of its easements (provided such encroachments do not interfere in
any material respect with the use of such SBCC Assets by PF.Net) or to such
parties as may be agreed upon by Koch, Telecom Ventures, Inc., SBCC and PF.Net.

                  2.1.5 It is expressly understood that, except as provided in
an IRU, neither SBCC nor the Affiliated Companies has the duty to police their
rights of way for or to take any actions against third parties with respect to
any unpermitted encroachment or to contest any eminent domain action; provided,
however, that SBCC and the Affiliated Companies shall reasonably and at no added
cost to SBCC or the Affiliated Companies cooperate with PF.Net and permit
PF.Net to take actions against third parties with respect to any unpermitted
encroachments.

                  2.1.6 The Affiliated Companies shall have the right to share
PF.Net the use of the SBCC Assets and the After Acquired Assets where desirable
for use in connection with their business, which shall not include the
Telecommunications Business (the "Affiliated Companies' Business"), during the
term of this Agreement. Except for PF.Net and users authorized by PF.Net,
neither SBCC nor the Affiliated Companies shall use or permit any third party to
utilize the SBCC Assets or After Acquired Assets for any Telecommunications
Business not related to the Affiliated Companies' Business during the
Exclusivity Period.

            2.2 After Acquired Assets

                  2.2.1 If, after the Effective Date and during the term of
this Agreement, any Affiliated Companies acquire additional Available Pipelines,
Telecom Easement Rights or Encroachment Rights not owned or controlled by any of
the Affiliated Companies on the Effective Date ("After Acquired Assets"). SBCC
shall give


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PF.Net written notice within ninety (90) days of the acquisition of the After
Acquired Assets. Promptly thereafter, SBCC and PF.Net shall negotiate in good
faith to determine the portion of the cost of such Acquired Assets that is
attributable to their potential use for Fiber Network Development (the
"Telecommunications Value"). If the parties do not agree on the
Telecommunications Value of After Acquired Assets within sixty (60) days after
receipt of SBCC's notice, then the parties shall jointly select an independent
appraiser to advise the parties as to the Telecommunications Value of such After
Acquired Assets; provided that such advice shall not be binding on the parties.
If SBCC and PF.Net agree on the Telecommunications Value at After Acquired
Assets, then such After Acquired Assets shall be included in the SBCC Assets and
subject to the terms of this Agreement upon payment of the Telecommunications
Value by PF.Net to SBCC, and such Affiliate (if not an Affiliated Company) shall
enter into an Affiliated Company Agreement with SBCC on the same terms and
conditions as those contained in the present Affiliated Company Agreements.

                  2.2.2 SBCC shall not use or permit any third party to use any
such After Acquired Assets that do not become SBCC Assets pursuant to Section
2.2.1 for Fiber Network Development for a period equal to the greater of (x) the
remainder of the Exclusivity Period and (y) one year after their purchase.

            2.3 SBCC Conveyance of Existing Assets

            It is recognized that during the Exclusivity Period SBCC or the
Affiliated Companies may have the opportunity to sell, trade, or otherwise
convey all or any part of the SBCC Assets for purposes other than
substantially for the development of Fiber Networks. It is expressly understood
and agreed that, notwithstanding anything to the contrary contained herein,
subject to Section 2.4 pertaining to Available Pipeline, SBCC (either alone or
in conjunction with one or more of the Affiliated Companies) may sell, trade or
otherwise convey any of their respective assets subject to the following terms
and conditions respecting the SBCC Assets within the Affiliated Companies'
Routes:

                        (a) SBCC shall negotiate in good faith to reserve and
            except exclusively unto itself any Telecom Easement Rights and to
            acquire exclusive Encroachment Rights from the transferee, which
            rights shall remain conveyed to PF.Net subject to the provisions of
            this Agreement. With respect to the Exclusive SBCC Assets, SBCC
            shall be obligated to reserve any such rights in connection with
            such sale, trade or conveyance.


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                        (b) In the event that SBCC is unsuccessful, despite good
            faith efforts, to reserve and except exclusive unto itself any
            Telecom Easement Rights and to acquire exclusive Encroachment Rights
            under terms and conditions satisfactory to itself with respect to
            any Non-exclusive SBCC Assets, it shall be obligated to reserve on a
            non-exclusive basis the Telecom Easement Rights and the acquisition
            of non-exclusive Encroachment Rights with respect to such
            Non-exclusive SBCC Assets, which rights shall remain conveyed to
            PF.Net subject to the provisions of this Agreement.

            2.4 Available Pipeline

            2.4.1 During the Exclusivity Period, with respect to Available
Pipeline, PF.Net shall have both an Offer Right (hereinafter defined) on
Available Pipeline and a Right of Last Look (hereinafter defined) on Available
Pipeline for which the Affiliated Companies have received a third-party offer,
unless SBCC gives PF.Net notice that it is engaged in negotiations with respect
to a transaction of the type described in Section 2.3 as to such Available
Pipeline, in which case the Offer Right shall not be applicable.

            2.4.2 PF.Net shall have the right to offer to purchase Available
Pipeline from SBCC by giving written notice to SBCC of its offer to purchase
such Available Pipeline (the "Offer Right") including the proposed price at
which it is willing to purchase such Available Pipeline. Upon agreement by the
parties as to the price and other terms of such transaction. SBCC shall execute
all documentation and take all action necessary to transfer the requested
Available Pipeline to PF.Net. The requested Available Pipeline shall be
transferred to PF.Net upon payment to SBCC of the agreed price.

            2.4.3 Subject to Section 2.4.4, if the Affiliated Companies have
received a valid offer (a "Right of First Refusal Offer") from an unrelated
third party ("Third Party") to purchase Available Pipeline, SBCC shall give
PF.Net written notice of such Right of First Refusal Offer. PF.Net shall then
have twenty (20) days from receipt of SBCC's written notice to respond in
writing with a counter-offer (a "Counter Offer") to purchase the Available
Pipeline requested by the Third Party at the same price and on the same terms or
more favorable terms and conditions as the Right of First Refusal Offer. ("Right
of Last Look"). If SBCC receives a Counter Offer from PF.Net, SBCC shall execute
all documentation and take all action necessary to transfer the requested
Available Pipeline to PF.Net on the terms and conditions set forth in the


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Counter Offer. The requested Available Pipeline shall be transferred to PF.Net
upon prompt payment to SBCC of the purchase price set forth in the Counter
Offer. If SBCC does not receive a written Counter-Offer from PF.Net within
twenty (20) days of PF.Net's receipt of SBCC's notice, the Affiliated Companies
shall have the right, for a period of 9O days from the 20th day following the
date of PF.Net's receipt of the Right of First Refusal Offer, to sell the
Available Pipeline at the price and on the terms and conditions contained in the
Right of First Refusal Offer. If at the end of such 90 day period the Affiliated
Companies have not completed the sale of such Available Pipeline, the
restrictions contained in this Section 2.4.3 shall again be in effect with
respect to such Available Pipeline.

                  2.4.4 The Right of Last Look and the Offer Right shall not
apply to (a) written offers from a Third Party for non-Fiber Networks purposes
that include both Available Pipeline and non-Available Pipeline; provided that
non-Available Pipeline constitutes at least 40% of the total mileage of pipeline
that is the subject of the Third Party offer or (b) any sale, trade or other
conveyance by the respective Affiliated Companies to each other or to Affiliates
of the respective Affiliated Companies (collectively the "Exempt Transactions").
If the Affiliated Companies receive a Third Party offer for Available Pipeline
that is an Exempt Transaction, SBCC shall give PF.Net written notice of such
Third Party offer, but PF.Net has no other obligation to SBCC with respect to
the Available Pipeline for which it may have the opportunity to sell, trade or
otherwise convey to a Third Party in an Exempt Transaction.

                  2.4.5 SBCC shall use the same efforts and be subject to the
same obligations with respect to retaining the Telecom Easement Rights and
Encroachment Rights associated with Available Pipeline sold to a Third Party as
are set forth in Section 2.3.

                                  ARTICLE III.
                           DESIGNATION OF SBCC ASSETS

            3.1 Designation of SBCC Assets

                  3.1.1 PF.Net may from time to time during the Exclusivity
Period designate in writing to SBCC, on a project by project and segment by
segment basis, routes for which PF.Net determines to construct a segment of the
Fiber Networks ("Development Routes"). By virtue of designating a Development
Route, PF.Net shall be deemed to have designated, for its use in connection with
Fiber Network Develop-


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ment, all of the SBCC Assets that have become or will become subject to this
Agreement pursuant to Section 2.2.1, that are proximate to such Development
Route and would reasonably be expected to he used in connection with Fiber
Network Development between any two cities along such Development Route (such
SBCC Assets, "Designated SBCC Assets").

                  3.1.2 SBCC and the Affiliated Companies shall not use or
permit the use of any Designated SBCC Assets for the purpose of Fiber Network
Development for Telecommunications Business for a period of twenty-five (25)
years after such designation, whether or not PF.Net actually uses such
Designated SBCC Assets in connection with such Development Route. Such
exclusivity shall not be applicable to Fiber Networks used by SBCC or the
Affiliated Companies primarily for internal communications or for the Affiliated
Companies' Business. Notwithstanding the foregoing, if PF.Net does not complete
construction of a Development Route within one (1) year after designation of
such Designated SBCC Assets such that such Development Route is reasonably
capable of being used for its intended purpose, then such Designated SBCC Assets
along which such construction is not completed within such one year period with
respect to such Development Route shall no longer be subject to the restriction
of this Section 3.1.2 until such time as PF.Net may subsequently re-designate
the same as part of a Development Route provided that such re-designation occurs
during the Exclusivity Period and provided further that PF.Net may not
re-designate any route as a Development Route more than two times.

            3.2 Determination of Availability and Acquisition of IRU

            PF.Net shall have a three (3) month period after giving notice
pursuant to Section 3.1 in which to elect in writing to SBCC to acquire an IRU
in the Designated SBCC Assets subject to the terms and conditions as hereinafter
provided. In the event PF.Net fails to elect to acquire said IRU within said
three (3) month period then SBCC shall not be obligated to grant an IRU with
respect to said SBCC Assets until such time as PF.Net may subsequently
re-designate the same as part of a Development Route provided that such
re-designation occurs during the Exclusivity Period, and provided, further that
PF.Net may not re-designate any route as a Development Route more than one time.

            3.3 Term of Right to Designate and Construct

            PF.Net's right to designate Development Routes shall extend only
during the Exclusivity Period but may extend beyond the Exclusivity Period by
mutual


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agreement of the parties hereto. The time period in which PF.Net has a right to
elect to acquire an IRU with respect to SBCC Assets along a Development Route
that is designated within three (3) months of the expiration of said four (4)
year period shall extend for a full three (3) month period beginning the date
of the delivery of said designation to SBCC. It is the intent of the parties
with respect to the granting of IRUs designated in this three (3) month period
to grant the amount of IRUs for which construction can be completed within one
(1) year after the date of granting.

            3.4 Excluded Assets

                  3.4.1 Notwithstanding anything herein to the contrary, this
Agreement shall not be applicable to those business entities and assets
identified on Schedule 3.4 and Exhibit C ("Excluded Assets"). With respect to
Excluded Assets, SBCC shall use reasonable efforts to acquire on behalf of
PF.Net appropriate rights designated by PF.Net, but SBCC shall have no other
obligation to PF.Net with respect to such Excluded Assets.

                  3.4.2 Telecom Easement Rights shall not include any such
rights (i) utilized by the Affiliated Companies solely in connection with their
internal communication systems; (ii) used solely in connection with wireless
communications; or (iii) under contract to convey to third parties as of the
date of this Agreement. SBCC represents and warrants that the amount of rights
excluded from Telecom Easement Rights pursuant to clause (iii) above are not a
material portion of the total amount of such rights held in the aggregate by the
Affiliated Companies.

                                  ARTICLE IV.
                  FIBER NETWORKS DEVELOPMENT AND INSTALLATION

            4.1 Installation Plans

            All installation plans for Fiber Networks utilizing any of the SBCC
Assets shall be submitted to SBCC for its review and approval prior to the
commencement of any installation activities, which review by SBCC shall not be
unreasonably withheld and shall be completed within fifteen (15) days. SBCC may
withhold its approval of such plans if in its reasonable opinion the proposed
installation and/or operation of the Fiber Networks will interfere with the use
of the SBCC Assets or the assets of the Affiliated Companies, or the
installation methods planned to be utilized pose a risk to the safe operation of
the SBCC Assets (or the assets of the Affiliated Companies) or otherwise pose a
danger to the safety of persons or property. SBCC's


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approval of any such plan does not relieve PF.Net of any duty with respect to
the installation and operation of any Fiber Networks nor does it impose any duty
on SBCC with respect thereto it being understood that PF.Net has the sole duty
to install and operate the Fiber Networks in a safe manner, in compliance with
applicable governmental health, safety and environmental regulations, and in a
manner that does not interfere with SBCC's use of its facilities. In the event
SBCC does withhold its approval, SBCC will work with PF.Net in a timely manner
to provide a specific modification to the plans that it would approve.

            4.2 Documentation

            PF.Net will provide SBCC with documentation of the installation of
its Fiber Networks that utilize the SBCC Assets. Such documentation will include
the location and linear measurement of the SBCC Assets utilized in connection
with PF.Net's Fiber Networks installation. Such documentation will be provided
within ninety (90) days following completion of the installation of the Fiber
Network.

            4.3 Monitoring

            PF.Net will provide SBCC with written notification thirty (30) days
prior to the commencement of the installation of Fiber Networks utilizing any of
the SBCC Assets. SBCC shall have the right but not the obligation to assign
appropriate personnel to monitor the installation of PF.Net's Fiber Networks.
PF.Net will pay SBCC the direct and verifiable costs incurred by SBCC in
providing the monitoring as set forth in Section 7.3 hereof. The SBCC personnel
monitoring the Fiber Networks shall have the right to order the suspension of
all installation of Fiber Networks if in the reasonable judgment of any such
personnel the continued installation presents a danger to persons or property,
including the property of third parties, or is not reasonably consistent with
the plans approved by SBCC. The failure of any SBCC personnel to suspend
installation activities in the event of such danger shall impose no liability on
SBCC or any such person, it being understood that PF.Net shall have the
non-delegable duty to install the Fiber Networks without injury to persons or
property and that SBCC has no liability with respect thereto.

            4.4 Permits

            PF.Net shall at its expense secure and maintain in effect all
federal, state and local permits and licenses required for the construction,
operation or removal of all


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PF.Net's equipment and facilities, including zoning, building, health,
environmental or communication service.


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<PAGE>

            4.5 Discontinuance

            PF.Net shall give SBCC written notice of PF.Net's discontinued use
of a Development Route. PF.Net shall, at PF.Net's expense and upon written
request from SBCC, promptly remove its equipment and facilities from the
discontinued Development Route and restore the premises to its prior condition.

                                   ARTICLE V.
                         INDEFEASIBLE RIGHT OF USE (IRU)

            5.1 Obligation to Grant IRU

            Upon the receipt of PF.Net's election to acquire an IRU with respect
to SBCC Assets along any particular Development Route, SBCC shall promptly (and
in any event within thirty (30) days) grant or cause to be granted by the
Affiliated Companies an IRU in the Telecom Easement Rights, easement rights
developed within the Encroachment Rights and Available Pipelines along the
Development Route as required by PF.Net for its Fiber Network Development to the
extent not prohibited by law. Unless otherwise agreed upon, any IRU granted
shall be in the form substantially similar to the following exhibits attached
hereto and made a part hereof:

                        (a)   Telecom Easement Rights: Exhibit D; and

                        (b)   Encroachment Rights: Exhibit E.

                                   ARTICLE VI.
                      REQUESTS FOR SERVICES AND ASSISTANCE

            6.1 Location and Information

            As soon as reasonably practical, SBCC will provide PF.Net at
PF.Net's cost for copying and incidental charges, copies of maps showing the
location of SBCC Assets and such other reasonably available information that
SBCC or the Affiliated Companies determine would aid PF.Net in acquiring SBCC
Assets for use in the development of the Fiber Networks and in perfecting the
SBCC Assets for Fiber Network Development. PF.Net may request additional
information from time to time including the update of previously furnished
information and SBCC shall use reasonable efforts to comply with such requests
in a timely fashion.


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            6.2 Other Services

                  6.2.1 SBCC may be requested from time to time to render other
services of value to PF.Net some of which are identified in this Section 6.2.
Unless otherwise agreed upon, SBCC shall in its sole discretion provide such
services to the extent and for only so long as it has resources available.
PF.Net agrees to pay for such services as provided in Section 7.3 that PF.Net
requests in writing subject to a specific budget developed for such services
between the parties.

                  6.2.2 At PF.Net's request and wherever reasonably feasible
along the SBCC Assets and to the extent it may lawfully do so, PF.Net may
request the following other services under such terms and conditions as may be
agreed at the time the services are requested:

                        (a) Personnel to assist in the acquisition of rights of
      way, easements, franchises, and other permits together with legal,
      accounting, mapping and other support services in connection with the
      investigation, development, installation and operation of Fiber Networks.
      Unless otherwise agreed upon, it is understood that any personnel
      furnished hereunder will be under the supervision and control of PF.Net
      who shall alone be responsible for the outcome of the efforts of such
      personnel;

                        (b) Assistance in obtaining power, water and other
      utility services in order to minimize the cost of PF.Net independently
      acquiring such services;

                        (c) Access to roads, which may have been built by
      Affiliated Companies or others along a Development Route, to the extent
      that the Affiliated Companies have the right to permit such use and to the
      extent reasonably necessary for Fiber Network Development subject to such
      limitations as may be reasonable under the circumstance and subject to the
      same terms and conditions, if any, imposed upon the Affiliated Companies
      for their use of such roads;

                        (d) Reasonable assistance in identifying and obtaining
      the authorizations and permits required by municipal and county
      governments necessary for Fiber Network Development;


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                        (e) Consulting services regarding IRUs, Telecom Easement
      Rights, Encroachment Rights and Available Pipelines; and

                        (f) Assistance in acquiring the use of assets, rights of
      way, easements and pipelines that are owned by third parties.

                  6.2.3 SBCC shall cooperate and cause the Affiliated Companies
to cooperate in requests by PF.Net for assistance in perfecting the Telecom
Easement Rights for Fiber Network Development.

            6.3 Limitation Of SBCC's Liability For Work or Services

            PF.Net releases SBCC and the Affiliated Companies and the officers
and employees of each of them (Indemnittees) from, and the Indemnittees shall
have no liability with respect to, any and all claims, demands, or causes of
action arising out of, in connection with, or as incident to any act or
omission, including ordinary negligence, but not as a result of the gross
negligence or willful misconduct of the Indemnittees, in connection with work
undertaken or services provided pursuant to Section 6.2.2 and agrees to defend,
indemnify, and hold the Indemnittees harmless from any and all such claims,
demands and causes of action, and to pay any and all expenses (including, but
not limited to, attorney's fees) incurred in connection with such claims,
demands, and causes of action.

            6.4 Relationship of the Parties

            Notwithstanding the furnishing of services or personnel by SBCC or
the existence of other cooperative efforts between the parties, the relationship
between them shall not be that of partners, agents, or joint venturers for one
another, and nothing contained in this Agreement shall be deemed to constitute a
partnership or agency agreement between them for any purposes. Specifically, for
emphasis only and not by way of limitation, when any personnel furnished by SBCC
is performing work for PF.Net such personnel shall have no authority to bind and
shall not bind SBCC in any way whatsoever.


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                                  ARTICLE VII.
                                PAYMENT AND FEES

            7.1 Method of Payment

            All sums due and payable to SBCC under this Agreement shall be paid
in the form of a bank wire transfer to such bank and account as may be directed
by SBCC or in such other manner as may otherwise be designated by SBCC.

            7.2 IRUs

            PF.Net shall make payment as follows:

                        (a) Telecom Easement Rights and Encroachment Rights:
      PF.Net shall issue to SBCC a promissory note in the form attached hereto
      as Exhibit F.

                        (b) SBCC's Available Pipelines: PF.Net shall pay in
      immediately available funds the amount agreed to pursuant to Section
      2.4.2.

             7.3 Services

            Except as provided in Section 9.1 Routine Maintenance, SBCC shall be
paid for services as follows:

                        (a) PE.Net shall pay SBCC for the services as agreed
      upon at the time such services are requested.

                        (b) PF.Net shall reimburse SBCC for the actual cost of
      materials and fees or other charges SBCC paid to third parties in
      complying with PF.Net requests.

                        (c) Subject to Section 7.3(d) below, PF.Net shall pay
      SBCC an amount equal to Three Hundred Seventy Five Thousand Dollars
      ($375,000) for consultation services provided pursuant to Section 6.2.2(e)
      (the "Consultation Fee"), plus out of pocket expenses (but not including
      the salaries and benefits of employees of SBCC or the Affiliated
      Companies) incurred in connection with identifying,


                                       16
<PAGE>

      arranging and coordinating the resources necessary to render such services
      with the first such payment due and payable the first day of the first
      month following the Effective Date with the remaining payments due and
      payable on each succeeding anniversary of the Effective Date; provided
      that the fifth such payment to be made pursuant to this Section 7.3(c)
      shall be made prior to the expiration of the Term. This fee shall be paid
      by PF.Net whether or not such services are utilized by PF.Net.

                        (d) Notwithstanding anything to the contrary contained
      herein, during the period in which any amounts borrowed by the Company
      pursuant to that certain Bridge Loan Agreement, dated as of the date
      hereof, among PF.Net, the lenders party thereto, UBS AG, Stamford Branch
      and Credit Suisse First Boston, remain outstanding, the Consultation Fee
      shall be an amount equal to Two Hundred Twenty Five Thousand Dollars
      ($225,000).

            7.4 Purchase Order For Services

            PF.Net will generate a purchase order in form satisfactory to SBCC
for services which are requested of SBCC. SBCC may invoice PF.Net for services
rendered and charges incurred on a monthly basis. Invoices shall be paid by
PF.Net within thirty (30) days of receipt. Any invoice not paid within said
thirty (30) day period shall bear interest until paid at the highest rate
permitted by law.

            7.5 Dark Fiber

            In consideration of this Agreement, PF.Net shall at SBCC's written
request provide to SBCC capacity, at a per unit price which is not more than the
most favorable price to PF.Net for a transaction of comparable capacity along a
comparable route, along the entire length of the route in which PF.Net installs
its Fiber Networks for use by the Affiliated Companies for their internal
communication systems.


                                       17
<PAGE>

                                  ARTICLE VIII.
                        OWNERSHIP AS BETWEEN THE PARTIES

            8.1 Ownership of Fiber Networks

            PF.Net shall have ownership of the Fiber Networks.

            8.2 Ownership of SBCC Assets

            SBCC will retain ownership of all SBCC Assets, and all of SBCC's
related facilities, structures, improvements, and equipment subject to the terms
and conditions of any IRUs acquired by PF.Net.

                                   ARTICLE IX.
                                   MAINTENANCE

            9.1 Routine Maintenance

            PF.Net shall be solely responsible for the routine maintenance of
its Fiber Networks. SBCC shall provide PF.Net with such access to the SBCC
Assets as is reasonably necessary for PF.Net to perform, at PF.Net's expense,
surveillance and right of way maintenance services. SBCC, if requested by PF.Net
and to the extent it may reasonably do so, will make available its mapping
system where Fiber Networks utilize the SBCC Assets for the purpose of informing
future third party excavators.

            9.2 Emergency Maintenance

            Each party will be solely responsible for the emergency maintenance
of its own system. However, the parties agree to cooperate in the event of
emergency to best assure the safety and convenience of their customers and the
general public and to work together until both parties' facilities are restored,
to the extent the parties can help each other.


                                       18
<PAGE>

                                   ARTICLE X.
                            DISCLAIMER OF WARRANTIES

            10.1 Disclaimer of Warranties

            IT IS UNDERSTOOD AND AGREED THAT WITH RESPECT TO THE SBCC ASSETS,
SBCC MAKES NO REPRESENTATION OR WARRANTY OF TITLE, EITHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE AND, FURTHER, MAKES NO REPRESENTATION OR WARRANTY,
IMPLIED OR STATUTORY AS TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OR FITNESS FOR ANY PURPOSE AND
WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR
REPRESENTATION WHATSOEVER, EXCEPT AS SET FORTH HEREIN.

                                   ARTICLE XI.
                      INDEMNITY AND LIMITATION OF LIABILITY

            11.1 SBCC's Duty to Indemnify

            To the fullest extent permitted by law, SBCC agrees to release,
defend, indemnify, and hold PF.Net and its members, managers, officers and
employees (collectively the "Indemnified Parties") harmless from and against any
liability, loss (net of insurance), cause of action, penalty, fine, cost
(including, but not limited to, attorneys' fees), claim, or strict liability
claim arising out of or in any way incident to the negligent acts or omissions
or willful misconduct of SBCC, or its contractors, agents, assignees or
licensees or the Affiliated Companies pursuant to this Agreement (except as
further limited by Section 6.3) on account of personal injuries, death, damage
to property, or damage to the environment regardless of whether such harm is to
SBCC, the Indemnified Parties, the employees or officers of either, or any other
person or entity, and regardless of how such injury/death/damage is caused (by
Indemnified Parties' negligence, the negligence of third parties, or otherwise),
but excluding injury/death/damage to the extent caused by the negligence or
other fault of the Indemnified Parties. SBCC's duties under this section shall
survive the termination, revocation, or expiration of this Agreement.


                                       19
<PAGE>

            11.2 PF.Net's Duty to Indemnify

            To the fullest extent permitted by law and except as may be
otherwise provided in Section 6.3, PF.Net agrees to release, defend, indemnify,
and hold SBCC and the Affiliated Companies and the members, managers, officers
and employees of each of them (collectively the "Indemnified Parties") harmless
from and against any liability, loss (net of insurance), cause of action,
penalty, fine, cost (including, but not limited to, attorneys' fees), claim, or
strict liability claim arising out of or in any way incident to the negligent
acts or omissions or willful misconduct of PF.Net, or its contractors, agents,
assignees or licensees pursuant to this Agreement, on account of personal
injuries, death, damage to property, or damage to the environment, regardless of
whether such harm is to PF.Net, the Indemnified Parties, the employees or
officers of either, or any other person or entity, and regardless of how such
injury/death/damage is caused (by the Indemnified Parties' negligence, the
negligence of third parties, or otherwise), but excluding injury/death/damage to
the extent caused by the negligence or other fault of the Indemnified Parties.
PF.Net's duties under this paragraph shall survive the termination, revocation,
or expiration of this Agreement. PF.Net further agrees to release, defend,
indemnify, and hold the Indemnified Parties harmless from and against any
liability, loss (net of insurance), cause of action, penalty, fine, cost
(including, but not limited to, attorneys' fees), claim, or strict liability
claim arising out of or in any way incident to the failure of PF.Net to secure,
maintain and comply with required governmental permits pursuant to Section 4.4.

            11.3 Limitation of Liability

            Except as otherwise provided herein, each party's liability to the
other for any damages caused to either the Fiber Networks, or the SBCC Assets or
the assets of the Affiliated Companies will be limited to repairing or replacing
the same at its expense. In the event product is lost that was being transported
through a common carrier or gas utility pipeline, the liability for the party
causing such loss shall, in addition to the liability set forth in the preceding
sentence, include the value of such lost product to the extent such loss of
product would result in an out of pocket loss by the carrier. Neither party will
be liable to the other or to the other's customers for incidental,
consequential, special, or punitive damages, or lost profits but, except as
specifically set forth in this sentence, nothing herein shall be construed to
limit an indemnifying party's duty to defend, indemnify and hold harmless the
Indemnified Parties with respect to third party liabilities and claims.


                                       20
<PAGE>

            11.4 Contract or Tariff Offerings

            PF.Net, in any contract or tariff offering of service, capacity, or
rights of use that in any of the preceding instances involves use of the Fiber
Networks, shall include, to the extent permitted by law, in such contract or
tariff a written limitation of liability that is binding on PF.Net's customers
and in all material respects at least as restrictive as the limitations set
forth herein.

                                  ARTICLE XII.
                                     DEFAULT

            12.1 Cure Period

            Except as provided in Section 12.2 (b), a party shall not be in
default under this Agreement unless and until the other party provides it
written notice of such default and the first party shall have failed to cure the
same within thirty (30) days after receipt of such notice; provided, however,
that where such default cannot reasonably be cured within such thirty (30) day
period but is reasonably susceptible of cure, if the first party shall proceed
promptly to cure the same and prosecute such curing with due diligence, the time
for curing such default shall be extended for such period of time as may be
necessary to complete such curing up to a maximum of 180 days. Any event of
default may be waived at the non-defaulting party's option. Upon the failure of
a party to timely cure any such default after notice thereof from the other
party and expiration of the above cure periods, then the non-defaulting party
may pursue any legal remedies it may have under applicable law or principles of
equity relating to such breach and as provided in Sections 12.2 and 12.3.

            12.2 Termination Rights - SBCC

                        (a) In the event PF.Net is in breach of a material
      obligation under this Agreement after having been given notice of such
      failure and the opportunity to cure pursuant to Section 12.1, then SBCC,
      upon notice to PF.Net, may terminate this Agreement.

                        (b) In the event the payment required pursuant to
      Section 7.2(a) is not paid when due or if PF.Net should be adjudged a
      bankrupt or if it should make a general assignment for the benefit of
      creditors or if a receiver should be appointed for it and not dismissed


                                       21
<PAGE>

      within 60 days, SBCC shall have the option to terminate this Agreement
      upon notice to PF.Net.

                        (c) In the event that PF.Net fails to perform any
      obligation under this Agreement or an IRU (a "PF.Net Default"),
      immediately upon the occurrence of such PF.Net Default, SBCC shall have
      the right, but not the obligation, upon written notice to or demand upon
      PF.Net, and without releasing PF.Net from any obligation, to perform such
      obligation; provided that all such sums as SBCC shall, in its reasonable
      discretion, incur or expend in exercising such rights shall be payable to
      SBCC by PF.Net within ten (10) days of rendition of any bill or statement
      to PF.Net therefor. Notwithstanding anything to the contrary contained
      herein, the terms of this Section 12.2(c) shall survive any termination of
      this Agreement.

            12.3 Termination Rights - PF.Net

            In the event SBCC is in breach of a material obligation under this
Agreement after having been given notice of such failure and the opportunity to
cure pursuant to 12.1, then PF.Net, upon notice to SBCC, may terminate this
Agreement.

            12.4 Cumulative Remedies

            The remedies set forth in Sections 12.2 and 12.3 are not exclusive
and are in addition to such other remedies as may be available in law and
equity.

            12.5 Survival

            Notwithstanding anything to the contrary contained in this
Agreement, in the event of any termination of this Agreement, Section 3.1.2,
Section 8.1, Article XI, Section 12.2(c), Section 13.4 and Section 14.2 will
continue in full force and effect after any such termination.


                                       22
<PAGE>

                                  ARTICLE XIII.
                REPRESENTATIONS, WARRANTIES AND COVENANTS OF SBCC

            13.1 Corporate Organization and Standing; Power and Authority.

            SBCC is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, and is duly
qualified to do business and in good standing as a foreign corporation in all
jurisdictions in which it is required to be qualified in order to do business.
SBCC is wholly owned by Koch Ventures, Inc., Affiliated Companies, and,
indirectly, by Koch Industries, Inc. ("Koch"). SBCC has full power and authority
to enter into this Agreement and the related agreements with Affiliated
Companies and to perform its obligations hereunder and thereunder.

            13.2 SBCC Assets

            As of the date hereof and for the Exclusivity Period, and except as
otherwise provided for herein, SBCC will own or have the Encroachment Rights.
SBCC makes no representation or warranty regarding its rights in the property
subject to the Encroachment Rights for purposes of Fiber Network Development or
the suitability of the SBCC Assets for Fiber Network Development.

            13.3 Exclusivity

            To the knowledge of SBCC, the SBCC Assets and the Excluded Assets
represent substantially all of the pipeline related real estate that is
reasonably useful for Fiber Network Development now owned by Koch Industries,
Inc. or any of its Affiliates. Except as stated in this Agreement or required by
law, neither SBCC nor the Affiliated Companies shall grant to any other party,
in whole or in part, during the Exclusivity Period, (i) the rights granted to
PF.Net in this Agreement or (ii) the right to use any of the Excluded Assets for
Fiber Network Development. Except as stated in this Agreement or required by law
and other than the Affiliated Companies in connection with Fiber Networks used
primarily for the Affiliated Companies' Business, PF.Net shall be the sole and
exclusive entity with the right to use the SBCC Assets for Fiber Network
Development during the Exclusivity Period and, with respect to Designated SBCC
Assets, for a period of 25 years.


                                       23
<PAGE>

            13.4 Affiliated Companies Agreements

            SBCC agrees that the Affiliated Companies Agreements will not be
materially modified or amended during the term of this Agreement, or the
performance of any obligations to SBCC thereunder waived or excused, without the
prior written consent of PF.Net, which consent shall not be unreasonably
withheld.

                                  ARTICLE XIV.
                          GENERAL TERMS AND WARRANTIES

            14.1 Work Performance

            Each party warrants that all work that it performs or manages
pursuant to this Agreement will be done in accordance with standard industry
practices and in compliance with state, federal and municipal codes and
regulations covering such work.

            14.2 Confidentiality

                  14.2.1 The conditions, terms and contents of this Agreement
are confidential between the parties. No party nor their intermediaries will
disclose this information to anyone other than legal counsel or accountants of
the party without the consent of the other parties, except as required by law or
as may be required to obtain financing or to financial intermediaries as may
reasonably be required and as mutually agreed upon by the parties hereto. Any
press release or communication or use of a party's name related to this
Agreement, must be approved by both parties, prior to any such press release,
communication or disclosure occurring.

                  14.2.2(a) SBCC and PF.Net hereby agree that if either party
provides (or, prior to the execution hereof, has provided) confidential or
proprietary information to the other party ("Proprietary Information"), such
Proprietary Information shall be held in confidence, and the receiving party
shall afford such Proprietary Information the same care and protection as it
affords generally to its own confidential and proprietary information (which in
any case shall be not less than reasonable care) in order to avoid disclosure to
or unauthorized use by any third party.

                        (b) As used herein, Proprietary Information shall mean
      any and all technical or business information furnished, in


                                       24
<PAGE>

      whatever form or medium, or disclosed by any party to the other including,
      but not limited to, product or service specifications, prototypes,
      computer programs, models, drawings, marketing plans, financial data, and
      personnel statistics.

                        (c) All Proprietary Information, unless otherwise
      specified in writing, shall remain the property of the disclosing party,
      and such written Proprietary Information, including all copies thereof,
      shall be returned to the disclosing party or destroyed upon the request of
      the disclosing party. Proprietary Information shall not be reproduced
      except to the extent necessary to accomplish the purpose and intent of
      this Agreement, or as otherwise may be permitted in writing by the
      disclosing party.

                        (d) The foregoing provisions of this Section 14.2.2
      shall not apply to any Proprietary Information which (a) becomes publicly
      available other than through the recipient; (b) is required to be
      disclosed by a governmental or judicial law, order, rule or regulation,
      provided that the party availing itself of this exception has used
      commercially reasonable efforts to avoid or limit such disclosure; (c) is
      independently developed by the disclosing party; (d) becomes available to
      the disclosing party without restriction from a third party without an
      obligation to keep confidential such Proprietary Information; or (e)
      becomes relevant to the settlement of any dispute or enforcement of either
      party's rights under this Agreement in accordance with the provisions of
      this Agreement, in which case appropriate protective measures shall be
      taken to preserve the confidentiality of such Proprietary Information as
      fully as possible within the confines of such settlement or enforcement
      process. If any Proprietary Information is required to be disclosed
      pursuant to the foregoing clause (b), the party required to make such
      disclosure shall promptly inform the other party of the requirements of
      such disclosure.

                        (e) Nothing herein shall be construed as granting any
      right or license under any trademarks, copyrights, inventions, patents or
      other intellectual property now or hereafter owned or controlled by any
      party.


                                       25
<PAGE>

                        (f) Notwithstanding the foregoing, either party may
      disclose Proprietary Information to its employees, agents ,and legal,
      financial, and accounting advisors and financing providers (including its
      lenders and other financial institutions) to the extent necessary or
      appropriate in connection with the negotiation and/or performance of this
      Agreement or its obtaining of financing, provided that each such party is
      notified of the confidential and proprietary nature of such Proprietary
      Information and is subject to or agrees to be bound by the terms of this
      Section.

                        (g) All media releases, public announcements, and public
      disclosures relating to this Agreement or the subject matter of this
      Agreement, including promotional or marketing material, but not including
      announcements intended solely for internal distribution or disclosures to
      the extent required to meet legal or regulatory requirements, shall be
      coordinated with and shall be subject to approval by both parties prior to
      release.

                        (h) The provisions of this Section 14.2.2 shall survive
      the expiration or termination of this Agreement.

            14.3 Governing Law and Jurisdiction

            This Agreement shall be subject to and governed by the laws of the
State of New York. The parties agree that venue and jurisdiction with respect to
any matter arising under this Agreement, shall be exclusively in the state or
federal courts, as applicable, located in the State of New York. Each party
submits to the jurisdiction of such courts in the State of New York with respect
to any claims or controversies arising under this Agreement.

            14.4 Waiver of Terms and Conditions

            Failure to enforce or insist upon compliance with any of the terms
or conditions of this Agreement shall not constitute a general waiver or
relinquishment of any such terms or conditions, but the same shall be and remain
at all times in full force and effect.


                                       26
<PAGE>

            14.5 Severability

            In the event that any provision of this Agreement shall be held
unconscionable, unenforceable, or void for any reason by any tribunal of
competent jurisdiction, it is agreed that the provision in question shall be
modified by the parties to eliminate the elements of concern to the tribunal and
shall be binding on the parties hereto. The remaining provisions of this
Agreement shall not be affected by the action of any tribunal or modification of
such provision, and shall remain in full force and effect.

            14.6 Force Majeure

            Except as otherwise expressly provided herein, neither party shall
be liable for any delay due to causes not reasonably within its control,
including but not limited to, acts of civil or military authority, including
courts and regulatory agencies, acts of God, war, riot or insurrection,
blockades, embargoes, sabotages, epidemics, fires, floods, strikes, lockouts or
other labor difficulties, provided such labor difficulties do not arise from
inequitable labor practices. In the event of any delay resulting from such
causes, upon notice to the other party within five (5) days of the date on which
the delayed party obtains knowledge of the occurrence of the event giving rise
to the delay, the time for performance hereunder other than for the payment of
money shall be extended for a period of time reasonably necessary to overcome
the effects of such delays. This shall constitute the sole remedy to either
party in the event of such delays. Failure of subcontractors and inability to
obtain materials shall not excuse the performance of any party. It is
specifically understood and agreed that the Exclusivity Period and the one-year
period in which Fiber Networks are to be constructed shall not he extended by an
event or combination of events set forth herein.

            14.7 Notice

            Any notice, request, instruction, demand, consent or other
communication required or permitted to be given under this Agreement shall be in
writing and shall be delivered either by hand or by certified mail, postage
prepaid, and certified return receipt requested to the following address or such
other address as the parties may provide to each other in writing:


                                       27
<PAGE>

           To PF.Net - Chief Operating Officer
                       PF.Net Corp.
                       1625 B Street
                       Washougal, WA 98671

             To SBCC - Sea Breeze Communications Company
                       Attention: George Damiris
                       P.O. Box 2256
                       Wichita, KS 67201

                       With a copy to:
                       Koch Industries, Inc.
                       4111 E. 37th St. N
                       Wichita, KS 67220
                       Attn: Tye G. Darland

Each such notice shall be deemed delivered (i) on the date delivered as
evidenced by the date on the receipt or (ii) on the date on which the returned
receipt is signed if delivery is refused, or the postal authorities or express
service designate the notice as undeliverable, if mailed.

            14.8 Alterations and Amendments

            No alteration or amendment of this Agreement shall be valid unless
the same is made in accordance with the provisions of this Agreement or by an
instrument in writing signed by all parties hereto and, in case of any such
alternation or amendment, so much of this Agreement as is not necessarily
thereby changed shall remain in full force and effect, and no act or conduct of
either party shall be held to operate as a waiver of any provision or provisions
of this Agreement, unless in the form of a writing signed by the party against
which it is asserted.

            14.9 Coverage of Agreement

            This Agreement represents the entire Agreement between the parties
and supersedes all prior representations or agreements, whether written or oral,
with respect to work hereunder.


                                       28
<PAGE>

            14.10 Parties Bound

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs, personal representatives
and assigns.

            14.11 Headings

            Headings that may appear in this Agreement are solely for the
convenience of the parties and are not to be considered a part of any particular
provision that they may appear to reference nor may they be used in construing
any of the language contained in this Agreement.

            14.12 Joint Negotiation

            This Agreement has been fully negotiated between and jointly drafted
by the parties hereto. No party shall be given the benefit of any presumption
relating to the drafting of this Agreement.

            14.13 Assignment

                  14.13.1 Except as provided below, PF.Net shall not assign,
lease or otherwise transfer this Agreement or its rights or obligations in whole
or in part hereunder without (i) the prior written consent of SBCC, whether by
merger or otherwise and (ii) the written agreement of the assignee to be bound
by all of the terms and conditions hereof; provided, that such consent shall not
be unreasonably withheld, which consent shall be given at no additional cost to
PF.Net and, provided, further, that such consent shall not be required for so
long as Koch Telecom Ventures, Inc. ("Koch Telecom") has its rights under
Section 4(a) of that certain Stockholders Agreement, dated October 29, 1999, by
and among Koch Telecom, PF.Net and the parties named therein. It is expressly
understood that PF.Net's right to assign, lease or otherwise transfer any IRU
granted to it pursuant to this Agreement or permit the use by third parties of
any rights granted therein shall be subject to the terms and conditions as may
be contained in any such IRU.

                  14.13.2 SBCC acknowledges and agrees that, to the extent
required by PF.Net's lenders, PF.Net may grant security interests of any kind in
and/or collaterally assign its rights with respect to the SBCC Assets and/or
this Agreement,


                                       29
<PAGE>

including the proceeds thereof, to other parties, provided that PF.Net has used
its reasonable good faith efforts to obtain financing without requiring such
assignment, or, if it is unable to do so, PF.Net has used its reasonable good
faith efforts to minimize the extent of any such assignment and; provided,
further that any secured party agrees to recognize and be bound by the terms of
this Agreement. Notwithstanding any other provision of this Agreement, prior to
any assignment or other transfer (a "Transfer") hereof, PF.Net must notify SBCC
in writing of its intention to effect such a Transfer (a "Transfer Notice").
PF.Net shall not be permitted to effect such a Transfer if (a) such transfer
would constitute a Transfer to William I. Koch or Frederick Koch, any member of
the immediate family of William I. Koch or Frederick Koch (spouse, children, or
grandchildren), or any partnership (general or limited), corporation,
association, joint stock company, trust, family trust, joint venture,
unincorporated organization or other entity of any type or nature, that
directly, or indirectly through one or more intermediaries, is controlled, or is
under common control with William I. Koch or Frederick Koch, or any member of
the immediate family of William I. Koch or Frederick Koch (a "Restricted Koch
Family Transfer") and (b) within 15 business days following receipt of such
Transfer Notice, SBCC shall have notified PF.Net in writing that the proposed
Transfer would constitute a Restricted Koch Family Transfer and is therefore
prohibited by this Section 14.13.2. For purposes of the foregoing, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities, by agreement or otherwise.

                            [signature page follows]


                                       30
<PAGE>

            Signed the day and year appearing below each signature.


PF.Net Corp.                           Sea Breeze Communication Company


By: /s/ Stephen Irwin                  By:
    ---------------------------           --------------------------------------
Its: Authorized Signatory              Its:
    ---------------------------            -------------------------------------
Date: 10/29/99                         Date:
     --------------------------             ------------------------------------


                                       31
<PAGE>

            Signed the day and year appearing below each signature.


PF.Net Corp.                           Sea Breeze Communication Company


By:                                    By: /s/ Philip D. Wright
    ---------------------------            -------------------------------------
Its:                                   Its: Vice President
    ---------------------------             ------------------------------------
Date:                                  Date: 10/29/99
     --------------------------              -----------------------------------


                                       31