<PAGE>

                                                                    EXHIBIT 10.3


[LOGO OF UUNET]              UUNET Technologies, Inc.    +1 800 258-4039(voice)
                             3060 Williams Drive         +1 703 206-5629 (voice)
                             Fairfax, VA 22031           +1 703 206-5601(fax)
                             http://www.uu.net           web-sales@uu.net

                             UUNET is a registered trademark of, and the UUNET
                             logo design and The Internet at Work are trademarks
                             of, UUNET Technologies, Inc.


                     UUNET Co-Location Services Agreement
<TABLE>
<CAPTION>
<S>                                                <C>                                     <C>
Facility Location (Choose One)                      [X] Fairfax, VA                           [ ] San Jose, CA
------------------------------
Equipment Space Options
 UUNET offers three types of equipment spaces.      (Minimum three month Term Commitment.)
 Number of Cabinets Desired                         Equipment Space Options/1/                Monthly Fee Per Cabinet
------------------------------------------------    --------------------------------------    -----------------------
[X]          1                                      Half Cabinet                              $   500
----------------------------
[ ]                                                 Standard Cabinet                          $   900
----------------------------
[ ]                                                 Large Cabinet                             $ 1,300
----------------------------
</TABLE>

[ ] Install Expedite Fee:  $750 (for install requests with less than two weeks
    --------------------
notice from date of request)/2/

On-Site Support/3/ and Installation Options
----------------------------------------
On-Site Technical Support and Installation Services
All Co-location customers receive On-Site Technical Support that consists of
basic operational functions and diagnostic and selected equipment repair
activities for select hardware models. On-Site Technical Support activities and
procedures are described at http://www.uu.net/terms/hosting/colotech.html./4/
Customer may elect to have UUNET perform equipment installation by selecting
this option on the Co-location Configuration Form. The first two hours of On-
Site Technical Support per month are provided at no charge. Additional On-Site
Technical Support is billed at $125 per hour. On-Site Technical Support calls
are billed in 15 minute increments, with a minimum call of 15 minutes.

Internet Connectivity Options (Choose One)
------------------------------------------
  UUNET offers the following flexible Internet connectivity options.
  Connectivity is provided via a 100 Mbps Fast Ethernet Hand-off.
  [ ] Tiered Service
      --------------
  Tiered services provides a specific amount of bandwidth to Customer's Space.
  Customer has unlimited use of this Internet bandwidth stream at a fixed
  monthly cost, but cannot exceed the specified bandwidth tier. Customer may
  increase the bandwidth tier at any time during the term of the contract, but
  must remain at that tier for at least one calendar month. After the first
  month at the new tier, Customer may decrease the bandwidth tier, but never
  below the tier for which Customer initially contracted.

  One-time Start-Up Fee    $ 2,500

<TABLE>
<CAPTION>
             Bandwidth Tier               Monthly Fee  Bandwidth Tier  Monthly Fee  Bandwidth Tier  Monthly Fee
----------------------------------------  -----------  --------------  -----------  --------------  -----------
<S>                                      <C>          <C>             <C>          <C>             <C>
              [ ] 1.5 Mbps                   $ 2,000     [ ] 15 Mbps    $ 14,250      [ ] 40 Mbps    $ 37,900
              [ ] 3 Mbps                     $ 3,500     [ ] 20 Mbps    $ 19,000      [ ] 45 Mbps    $ 42,500
              [ ] 5 Mbps                     $ 5,500     [ ] 25 Mbps    $ 23,750      [ ] 50 Mbps    $ 47,000
              [ ] 8 Mbps                     $ 8,500     [ ] 30 Mbps    $ 28,500      [ ] 60 Mbps    $ 56,000
              [ ] 10 Mbps                    $ 9,500     [ ] 35 Mbps    $ 33,250      [ ] 75 Mbps    $ 69,000
                                                                                      [ ] 100 Mbps   $ 90,000
</TABLE>

 Burstable Service
 -----------------
 Burstable Service provides unlimited use of a 10 Mbps, 45 Mbps, or 100 Mbps
 Internet connection. The monthly rate is based on Customer's sustained usage of
 this connection. Sustained usage is defined at the 96th percentile measurement
 of all bandwidth usage samples taken during the month.
<TABLE>
<CAPTION>
<S>                                         <C>                                   <C>
     [X] 10 Mbps Burstable Services          [ ] 45 Mbps Burstable                 [ ] 100 Mbps Burstable Service
     One-time Start-Up Fee:  2,500           One-time Start-up Fee:  2,500         One-time Start-up Fee:  2,500
</TABLE>

<TABLE>
<CAPTION>
<S>                                       <C>           <C>                <C>           <C>                 <C>
Sustained Usage                            Monthly Fee   Sustained Usage    Monthly Fee   Sustained Usage     Monthly Fee
-----------------------------------------  -----------   ----------------   -----------   -----------------   -----------
0.0 - 2.0 Mbps                             $   3,500     0.0 - 6.0 Mbps       11,500      0.0 - 20.0 Mbps     $   37,500
2.1 - 4.0 Mbps                             $   6,500     8.1 - 10.0 Mbps      18,000      20.1 - 30.0 Mbps    $   53,500
4.1 - 6.0 Mbps                             $   9,700     10.1 - 15.0 Mbps     26,000      30.1 - 45.0 Mbps    $   73,000
6.1 - 10.0 Mbps                            $  11,500     15.1 - 20.0 Mbps     32,500      45.1 - 60.0 Mbps    $   89,000
                                                         20.1 - 30.0 Mbps     45,000      60.1 - 100.0 Mbps   $  100,000
                                                         30.1 - 45.0 Mbps     49,000
</TABLE>

Cross-Connect Fee: Customer may provision network connectivity for "out-of-band"
access. UUNET will charge a cross-connect fee for each out-of-band circuit that
connects to Customer's cabinet./5/
<TABLE>
<CAPTION>
                                                        Monthly Fee                      Start-up Charge
                                                        -----------                      ---------------
<S>                                                    <C>                              <C>
Total Number of Cross Connects Required ______          $ 75 (each)                      $ 250 (each)

Term Commitment:  [ ] 1-year Term (5% discount)    [ ] 2-year Term (10% discount)    [ ] 3-year Term (15% discount)
---------------
Payment:  If purchase order is required, provide PO# ________________
-------
Billing Preferences:  [ ] Bill my existing UUNET account number: ________________        [ ] Bill to a new account: _______________
-------------------
</TABLE>

                          PLEASE SIGN THIS AGREEMENT.

                    Targeted install date of August 2, 1999

________________________
/1/ Customer must purchase a minimum Bandwidth Tier of 1.5 Mbps for each
    Cabinet.

/2/ Expedited install cannot be guaranteed. If UUNET fails to make the Space
    available within two weeks of Customer's request, Customer's sole and
    exclusive remedy shall be to receive a full refund of the Install Expedite
    Fee.

/3/ Includes Domain Name Service (DNS) for one domain name. A Fee [*] will be
    charged for each additional DNS provided by UUNET.

/4/ UUNET reserves the right to change On-Site Technical Support procedures upon
    posting of the procedural change to the URL or other notice to Customer.

/5/ UUNET assumes no responsibility for monitoring, maintenance or repair of
    out-of-band circuits.

                            "THE INTERNET AT WORK"




<PAGE>

                   Co-Location GENERAL Terms and Conditions

UUNET Technologies, Inc. ("UUNET") and Customer agree to the following terms and
conditions as part of the Co-Location Services Agreement (the "Agreement"):

1.   SERVICE.  The cover page of this Agreement ("Cover Page") identifies the
physical location ("Facility") of the Equipment storage space to be made
available to Customer hereunder (the "Space"), and sets forth a description of
the services and Internet connectivity (the "Services") to be provided in
connection with the Space and all equipment installed in the Space (the
"Equipment").

2.   CONTRACTORS.  Customer acknowledges that certain installation, technical
support, and consulting service may be provided by an unaffiliated third party
contractor ("Contractor") to UUNET. Customer hereby authorizes UUNET to provide
Contractor all Customer location, Equipment and contact information necessary to
provide such services. In addition, MCI WORLDCOM, Inc. or its affiliates or
subcontractors may perform some or all of UUNET's duties and/or obligations
hereunder.

3.   PAYMENT.

     3.1  UUNET will invoice the Start-Up Charge on the Cover Page upon
execution and delivery of this Agreement. Monthly Fees for Services and Space
will commence when UUNET is prepared to provide Customer with Internet
Connectivity to the Equipment. UUNET will invoice Monthly Fees monthly is
arrears. UUNET reserves the right to change the rates for Services and Space
provided under this Agreement at any time after the Initial Term or any
subsequent term by providing written notice to Customer at least 60 days in
advance of the effective date of the change. In the event of early cancellation
during the Term Commitment, Customer will be required to pay 75% of the Monthly
Fee for the Space and the Customer's then-current bandwidth tier for each month
remaining in the Term.

     3.2  Payment is due 30 days after the date of invoice. Accounts are in
default if payment is not received within 30 days after date of invoice. If
Customer's check is returned to UUNET unpaid, Customer shall be immediately in
default and subject to a returned check charge of $25.00 from UUNET. UUNET
reserves the right to terminate Customer's use of Space and the Services on any
account unpaid 60 days after the date of invoice and, in the event of such
unpaid account, terminate any other service provided by UUNET to Customer, or
prohibit removal of Equipment from the Facility pending payment of all amounts
owed o UUNET by Customer. The Monthly Fee for Space shall continue to accrue
until Customer's Equipment is removed from the Space by Customer. An account in
default is subject to an interest charge on the outstanding balance of the
lesser of 1.5% per month or the highest rate permitted by applicable law.
Customer agrees to pay UUNET's reasonable expenses, including attorneys' and
collection agency fees, incurred in enforcing its rights under this Agreement.
Prices are exclusive of any taxes which may be levied or assessed upon the
Equipment or services provided hereunder. Any such taxes shall be paid by
Customer. If Customer is exempt from otherwise applicable taxes, Customer must
submit its tax identification number and exemption certificate at the same time
it submits this Agreement.

4.   USE OF SERVICES.

     4.1  UUNET exercises no control over, and accepts no responsibility for,
the content of the information passing through UUNET's host computers, network
hubs and points of presence (the "UUNET Network"). All use of the UUNET Network
and the Services must comply with the then-current version of the UUNET
Acceptable Use Policy ("Policy") which is made a part of this Agreement and is
available at the following URL www.uu.net/usepolicy. UUNET reserves the right to
amend the policy from time to time, effective upon posting of the revised Policy
at the URL or other notices to Customer. UUNET reserves the right to suspend the
Services or terminate this Agreement effective upon notice for a violation of
the Policy. Customer agrees to indemnify and hold harmless UUNET from any
losses, damages, costs or expenses resulting from any third party claim or
allegation ("Claim") arising out of or relating to use of the Space or Services,
including any Claim which, if true, would constitute a violation of the Policy.

     4.2  Customer, and not UUNET, has exclusive control over the content
residing on Customer's server(s). Customer acknowledges that UUNET does not have
access to the content residing on the server and is unable to exercise editorial
or any other control over any and all content placed on the Customer's
server(s).

     4.3  UUNET will contact Customer to schedule an installation planning call.
During that installation planning call, UUNET and Customer will schedule a
mutually agreeable installation date, which will be no later than 60 days after
the date of this Agreement is signed. UUNET reserves the right to cancel this
Agreement if Customer is not using the service within 60 days of the date of
this Agreement is signed.

     4.4  Networks assigned from a UUNET net-block are non-portable. Network
space allocated by UUNET must be returned to UUNET in the event Customer
discontinues service.

5.   PERMISSIBLE USE OF SPACE.

     5.1  Customer may use the Space only for the purposes of installing,
maintaining, and operating the Equipment. Access to the Facility is restricted
to Customer's employees and agents. Customer will furnish to UUNET, and keep
current a written list identifying a maximum of five individuals authorized to
obtain entry to the Facility and access the Space. Customer agrees that no
individual it authorizes to enter the Facility will have been convicted of a
felony. Customer assumes responsibility for all acts or omissions of the
individuals included on this list or authorized by Customer to enter the
Facility, and agrees to indemnify and hold UUNET harmless from any Claim arising
from the acts or omissions of these individuals. Customer's employees and agents
will comply with all applicable laws and ordinances; with the standards and
practices of the telecommunications industry; and with all UUNET or Facility
security procedures, Facility rules, and safety practices. UUNET may revoke the
entry privileges of any person who fails to comply with this Agreement, who is
disorderly, or who UUNET reasonably suspects will violate this Agreement.

     5.2  UUNET and its designees may observe the work activities of Customer's
employees and agents in the Facility and may inspect at any time the Equipment
brought into the Space. Customer's employees and agents shall not use any
products, tools, materials, or methods that, in UUNET's reasonable judgment,
might harm, endanger, or interfere with the Services, the Facility, or the
personal or property of UUNET, its vendors or its other customers, UUNET
reserves the right to take any reasonable action to prevent such potential harm.

     5.3  UUNET will perform certain services which support the overall
operation of the Facility, (e.g., janitorial services, environmental systems,
maintenance) at no additional charge to Customer. Customer shall be required to
maintain the Space in an orderly manner and shall be responsible for the prompt
removal from the facility of all trash, packing materials, cartons, etc. that
all Customer's employees or agents brought to or had delivered to the Facility.

                                      -2-
<PAGE>

     5.4  Customer may not make available space within the Space to any third
party. If Customer makes space available to a third party, Customer shall be in
breach of this Agreement and UUNET may pursue any legal or equitable remedy,
including but not limited to the immediate termination of this Agreement.

     5.5  Upon termination of this Agreement, Customer is responsible for
arranging prompt removal of its Equipment from the Facility at Customer's sole
risk and expense.

6.   CONDUCT IN FACILITY

     6.1  Customer will maintain and operate the Equipment in a safe manner, and
keep the Space in good order and condition. No employees or agents of Customer
will harm or allow any attempt to breach the security of the Facility, the
Services, or any third party system or network at the Facility or accessed by
means of the Services.

     6.2  Customer agrees to use the common areas of the Facility for the
purposes for which they are intended and abide by any rules governing such
common areas. Such rules include, but are not limited to, a prohibition against
smoking in the Facility.

     6.3  Customer's employees and agents are prohibited from bringing any of
the following materials into the Facility: wet cell batteries, explosives
flammable liquids or gases, alcohol, controlled substances, weapons, cameras
tape recorders, and similar equipment and materials.

     6.4  Customer agrees not to alter, tamper with, adjust, or repair any
equipment or property not belonging to Customer, and agrees not to erect signs
or devices on the exterior of the storage cabinet or to make any construction
changes or material alterations to the Space or the interior or external
portions of the Facility devices on the exterior of the storage cabinet or to
make any construction changes or material alterations to the Space or the
interior or external portions of the Facility.

7.   EQUIPMENT DEPLOYMENT.

     7.1  Customer will furnish to UUNET, and keep current, an Equipment List
(attached as Attachment A) identifying all Equipment installed in the Space
UUNET reserves the right to verify installation of the Equipment on the
Equipment List. All Equipment must fit within the Space unless agreed to by
UUNET in an addendum to this Agreement. Customer agrees that power consumption
will not exceed 20 amps 110 VAC per storage cabinet and that all Equipment is UL
approved. Cabling used by Customer must meet national electrical and fire
standards. Customer will be allowed to remove from the Facility only that
Equipment listed on the then current version of Customer's Equipment List.

     7.2  UUNET reserves the right to relocate Equipment within the Facility or
to move Equipment to another facility with at least 45 days' written notice.
Equipment moved or relocated at UUNET's initiative will be at UUNET's expense.
Every commercially reasonable effort will be made to minimize downtime and
service interruption if Equipment is moved or relocated. If Customer objects to
the location of the new Facility, Customer may terminate this Agreement without
penalty within sixty days of receiving notice of the new Facility's location.

     7.3  Customer agrees to immediately remove or render noninfringing, at
Customer's expense, any Equipment alleged to infringe any patent, trademark,
copy right, or other intellectual property right.

     7.4  If UUNET negligently or willfully damages any Equipment, UUNET will
repair or replace the damaged item or, at UUNET's option, will reimburse
Customer for the reasonable cost or repair or replacement. THIS SHALL BE
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGE TO EQUIPMENT CAUSED BY OR
ATTRIBUTABLE TO UUNET, ITS EMPLOYEES, OR AGENTS.

8.   ASSIGNMENT.  Neither party transfer any of its right or obligations under
this Agreement without the express, prior written consent of the other party;
provided, that wither party may assign or transfer this Agreement of any
affiliate of such party upon advance written notice to the other party. This
Agreement shall bind and inure to the benefit of the successors and permitted
assigns of the parties.

9.   INDEMNITY.  Customer agrees to indemnify UUNET against actions by any
person claiming an ownership or possessory interest, lien, trust, pledge, or
security interest in any Equipment, including without limitation any attempt by
such third party to take possession of the Equipment.

10.  INSURANCE.

     10.1  Customer agrees to maintain, at Customer's expense, during the entire
time this Agreement is in effect for each Space:

           10.1.1  Commercial General Liability Insurance in an amount not less
than Two Million dollars ($2,000,000) per occurrence for bodily injury, personal
injury and property damage;

           10.1.2  Employer's Liability Insurance n an amount not less than One
Million dollars ($1,000,000) per occurrence; and

           10.1.3  Workers' compensation Insurance in an amount not less than
that prescribed by statutory limits.

           10.1.4  Commercial Automobile Liability Insurance applicable to
bodily injury and property damage, covering owned, non-owned, leased and hired
vehicles, in an amount not less than $1,000,000 per accident.

           10.1.5  Umbrella or Excess Liability Insurance with a combined single
limit of no less than $1,000,000 to apply over Commercial General Liability,
Employee's Liability, and Automobile Liability Insurance.

                                      -3-
<PAGE>

     10.2  Prior to taking occupancy of the Space, Customer shall furnish UUNET
with certificates of insurance which evidence the minimum levels of insurance
set forth herein and which name UUNET as an additional insured. The Commercial
General liability insurance shall contain the "Amendment of the Pollution
Exclusion" endorsement for damage caused by heat, smoke or fumes form a hostile
fire. In the event the Facility's landlord, pursuant to a lease relevant to a
particular Space, requires additional insurance, Customer hereby agrees to
comply with the landlord's requirements under this lease, as the lease may be
modified form time to time.

     10.3  None of UUNET, UUNET's subsidiaries, parent companies, or affiliates
shall insure to be responsible for any loss or damage to property of any kind
owned or leased by Customer or by its employees and agents other than losses or
damages resulting from negligence or willful acts of such parties. Any insurance
policy covering the Equipment against loss or physical damage shall provide that
underwriters have given their permission to waive their rights of subrogation
against UUNET, UUNET subsidiaries, affiliates, the Facility landlord, and their
respective directors, officers, and employees.

     10.4  Customer will insure or self-insure against claims involving
Customer's employees and agents. Customer agrees to release and indemnify UUNET
against claims by any of Customer's employees and agents arising from dismissal,
suspension, or termination of work, or from denial of entry to the Facility: and
claim by an person arising from Customer's nonpayment for the Space or the
Services.

11.  SERVICE LEVEL AGREEMENT.  The Service Level Agreement ("SLA") for this
service, which is made a part of this Agreement, is set forth at
http://www.uunet/terms/hosting/colosia.html and applies only to Customers
agreeing to a Term Commitment of at least one year. UUNET reserves the right to
amend the SLA from time to time effective upon posting of the revised SLA to the
URL or other notice to Customer; provided, that in the event of any amendment
resulting in an a material reduction of the SLA's service levels or credits.
Customer may terminate this Agreement without penalty by providing UUNET written
notice of termination during the 30 days following notice of such amendment. The
SLA gets forth Customer's sole remedies for any claim relating to this services
or the UUNET Network, including any failure to meet any guarantee set forth in
the SLA. UUNET's records and data shall be the basis for all SLA calculations
and determinations. Notwithstanding anything to the contrary, the maximum amount
of credit in any calendar month under the SLA shall not exceed the Monthly Fee
and/or Start-up Charge which, absent the credit, would have been charged for
UUNET service that month.

12.  CONSEQUENTIAL DAMAGE WAIVER AND LIMITATION OF LIABILITY.  NEITHER PARTY
SHALL BE LIABLE FOR ANY INDIRECT, INCIDENT, PUNITIVE OR CONSEQUENTIAL DAMAGES
THAT RESULT FORM CUSTOMER'S OR CUSTOMER'S USERS' USE OF THE UUNET NETWORK, AND
THE SERVICE INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES FOR LOSS OF DATA
RESULTING FORM DELAYS, NON-DELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS.

13.  NO WARRANTY.  UUNET PROVIDES THE SPACE AND THE SERVICES AS IS. IN
CONNECTION WITH THE SERVICES. UUNET (A) MAKES NO WARRANTIES WHETHER EXPRESS OR
IMPLIED, AND (B) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY,
NONINGRINEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM
A COURSE OF DEALING, USAGE, OR TRADE PRACTICE IN THE EVENT THAT UUNET PROVIDES
CUSTOMER WITH PRODUCTS IN CONJUNCTION WITH THE SERVICES, FOR EXAMPLE THIRD PARTY
SOFTWARE PRODUCTS, UUNET ALSO PROVIDES SUCH PRODUCTS AS IS WITHOUT WARRANTY OF
ANY KIND, WHETHER EXPRESS OR IMPLIED. UUNET SHALL HAVE NO LIABILITY FOR FAILURE
OF ANY PRODUCT OR SERVICE IT PROVIDES, UUNET DOES NOT MONITOR OR EXERCISE
CONTROL OVER THE CONTENT OF THE INFORMATION RESIDING ON CUSTOMER'S OWN RISK.
UUNET SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF
INFORMATION OBTAINED THROUGH ITS SERVICES.

14.  NO ESTATE OR PROPERTY INTEREST.  Customer acknowledges that it has been
granted only a license to occupy the Space and that it has not been granted any
real property interests in the Space of the Facility. Payments by Customer under
this Agreement do not create or vest in Customer (or in any other person) any
leasehold estate, easement, ownership interest, or other property right or
interest of any nature in any part of the Facility. The parties intend that
Equipment whether or not physically affixed to the Facility, shall not be
construed to be fixtures. Customer (or the lessor of the Equipment, if
applicable) will report the Equipment as its personal property wherever required
by applicable laws, and will pay all taxes levied upon such Equipment.

15.  FORCE MAJEURE.  Neither party shall be liable of any delay or failure in
performance due to Force Majeure, which shall include without limitation, acts
of God, earthquake, labor disputes, riots, war, fire, epidemics, acts or
omissions of vendors or suppliers, equipment failures, transportation
difficulties, or other events which are beyond it reasonable control.

16.  DAMAGE TO THE SPACE.

     16.1  If the Space is damaged due to a Force Majeure event, UUNET shall
give prompt notice to Customer of such damage, and may temporarily relocate
Equipment to new Space or a new Facility, if practicable. If the Facility's
landlord or UUNET exercises an option to terminate a particular lease due to
damage or destruction of the Space, or if UUNET decides not to rebuild the
Space, this Agreement shall terminate as of the date of the damage. Monthly Fees
for Space and Services shall proportionately abate for the perfect form the date
of such damage.

     16.2  If neither the landlord of the Facility no UUNET exercises the right
to terminate, UUNET shall repair the particular Space to substantially the same
condition it was in prior to the damage, completing the same with reasonable
speed. In the event that UUNET shall fail to complete the repair within a
reasonable time period. Customer shall have the option to terminate this
Agreement with respect to the affected Space, which option shall be the sole
remedy available to Customer against UUNET under this Agreement relating to such
failure. If the Space or any portion thereof shall be rendered untenable by
reason of such damage , the Monthly Fee for Space and Services shall
proportionately abate for the period from the date of such damage to the date
when such damage shall have been repaired.

17.  PUBLICITY.  Neither party may use the other party's name, trademarks,
tradenames or other proprietary identifying symbols without the prior written
approval of the other party.

                                      -4-
<PAGE>

18.  CONFIDENTIALITY.  Each party's confidential or proprietary information
disclosed hereunder ("Confidential Information") shall be held confidential by
the receiving party. UUNET's performance under this Agreement, the quality of
UUNET Network performance, and any data provided by UUNET to Customer regarding
performance of the UUNET Network shall be deemed UUNET Confidential Information.
Neither party shall disclose the other party's Confidential Information to third
parties without he other party's written consent, except as permitted pursuant
to this Section. Each party shall disseminate the other party's Confidential
Information among its employees only on a need-to-know basis and shall use such
Confidential Information, and shall notify the other party contemporaneously of
such disclosure . UUNET in its discretion, may terminate this Agreement for
cause upon ten days' notice and without penalty in the event of any breach by
Customer of this Section.

19.  AGREEMENT SCOPE.

     19.1  This Agreement shall be governed by and constructed in accordance
with the laws of the Commonwealth of Virginia, irrespective of its choice of law
principles. any action arising hereunder shall be brought in either the state or
federal courts for the county of Fairfax, Virginia, and each of the parties
shall submit itself to the jurisdiction of such courts for purposes of any
action and waives any rights to removal and change of venue. No failure on the
part of either party to exercise, and no delay in exercising, any right or
remedy hereunder shall operate as a waiver thereof nor shall any single or
partial exercises of any right or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right or remedy granted hereby or
by law.

     19.2  This Agreement, including any Attachments hereto, sets forth the
entire agreement between UUNET and Customer with respect to the subject matter
within and supersedes all previous representations, understanding or agreements
and shall, prevail notwithstanding any variance with terms and conditions of any
order submitted. Acceptance of this Agreement by UUNET may be subject, in
UUNET's sole discretion, to completion of a satisfactory credit check with
respect to Customer.


AGREED AND ACCEPTED BY CUSTOMER:

Signature:  /s/ Edwin Molina         Customer Name:  USA VIDEO INTERACTIVE CORP.
            ----------------                         ---------------------------

Printed Name:  Edwin Molina          Customer Address:  70 ESSEX ST.
               -------------                            ------------------------

Title:  President                                       MYSTIC, CT
        --------------------                            ------------------------

Date:  6/3/99                                                       06355
       ---------------------                            ------------------------

                                      -5-
<PAGE>

                                  Attachment A
                            Customer Equipment List*

Customer Name:      USA VIDEO INTERACTIVE CORP.
                    ---------------------------


                                          Dimensions             Number
Manufacturer     Model #/Type     (height x width x length)     Installed
------------     ------------     -------------------------     ---------

USA NT/UNIX      VOD2000          10.5" x 19" x 24"             1
------------     ------------     -------------------------     ---------

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

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

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

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

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

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

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

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

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

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



* Customer will furnish to UUNET, and keep current , a list of all Equipment
installed in the Space. This Equipment List is part of the Co-Location Services
Agreement. UUNET reserves the right to verify installation of the Equipment
identified on this list. All Equipment must fit within the Equipment storage
cabinet or storage shelf provide. Customer agrees that power commitments will
not exceed 20 amps 110 VAC per storage cabinet and that the Equipment is UL
approved. Cabling used by Customer must meet national electrical and fire
standards. Customer will provide to UUNET an updated Equipment List within five
business days whenever the Equipment on this list changes.

                                      -6-