MASTER LICENSE AGREEMENT

THIS MASTER LICENSE AGREEMENT (the "Master Agreement") is made and
entered into this 18th day of February 2000 (the "Effective
Date"), by and between DEVNET L.L.C., a Delaware limited liability
company ("Licensor") and eSAT, INC., a Nevada corporation
("Licensee").

Licensor is the holder of certain exclusive use and access rights
under agreements with each of the owners of the buildings listed
on Exhibit A attached hereto and made a part hereof (collectively,
the "Buildings") and desires to license to Licensee certain rights
to such Buildings as provided in this Master Agreement and the
Site License Agreements (as hereinafter defined);

Licensee desires to install satellite and rebroadcast data
delivery systems for business continuity, disaster recovery and
related backup applications as described more fully on Exhibit B
attached hereto and made a part hereof (the "Services") at each of
the Buildings and enter into Site License Agreements for such
Buildings; and

Licensor and Licensee desire to enter into this Master Agreement
to document their agreement with regard to (i) Licensee's payment
for the rights granted in this Master Agreement and the Site
License Agreements, as hereinafter defined, entered into by the
parties for each of the Buildings and (ii) Licensor's provisioning
of other activities regarding Licensee's services.

NOW, THEREFORE, in consideration of the promises and of the mutual
obligations, agreements, representations and warranties contained
herein, Licensor and Licensee agree as follows:

1. TERM.

(a) This Master Agreement and each Site License Agreement shall be
effective as of the Effective Date, and, unless extended in
accordance with paragraph (b) below, shall terminate on the last
day of the month that is five (5) years after the Effective Date
(the "Termination Date").  The period from the Effective Date
through the Termination Date shall be referred to herein as the
"Term."

(b) Licensee may extend the Term of this Master Agreement and each
associated Site License Agreement for one (1) additional five (5)
year period (the "Renewal Term").  Licensee shall provide notice
to Licensor of its intention to renew or not to renew for any of
the Buildings at least three (3) months prior to the end of the
Term.  Except as set forth herein or in any Site License
Agreement, the Renewal Term for each Building shall be on the same
terms and conditions as set forth in this Master Agreement and the
associated Site License Agreement.


2. SITE LICENSE AGREEMENTS.

(a) From time to time during the Term, Licensee shall schedule an
appointment to enter upon each of the Buildings, during normal
business hours, for the purpose of making visual inspections and
conducting engineering site reviews of each of the Buildings and
shall have five (5) business days after such scheduled appointment
to determine the suitability of such Buildings, for the Services
(the "Initial Inspection Period"); provided, however, that during
the Initial Inspection Period Licensee shall (i) prior to any
entry by Licensee on any such Buildings, give Licensor reasonable
prior written notice of the time and place of such entry in order
to (x) permit a representative of Licensor to accompany Licensee
and (y) obtain Licensor's prior written approval of such entry;
(ii) not interfere with the operations of such Building or any
tenant thereof; (iii) restore any damage to such Building or any
adjacent property caused by such actions; (iv) indemnify, defend
and save Licensor, any such Building owner and, as the case may
be, their respective members, partners, trustees, shareholders,
directors, officers, employees and agents harmless of and from any
and all claims and/or liabilities which Licensor, such Building
owner and their respective members, partners, trustees,
shareholders, directors, officers, employees and agents may suffer
or be subject by reason of or in any manner relating to such entry
and such activities, including, without limitation, any claims by
tenants and/or invitees of such Building; (v) not enter into any
tenant's leased premises or communicate with any tenant without
prior written notice to and approval from Licensor; (vi) prior to
any entry by Licensee into any of the Buildings, furnish Licensor
for each such Building with a certificate of general liability and
property damage insurance maintained by Licensee with single
occurrence coverage of at least $1,000,000 (and aggregate coverage
of $2,000,000) and naming Licensor and each such Building owner as
additional insureds; and (vii) not conduct any marketing
whatsoever in any of the Buildings.  Prior to the expiration of a
Building's Initial Inspection Period, Licensee shall have the
right to deliver a written request to Licensor (a "Selected
Building Notice") as to each Building (each, a "Selected
Building", and collectively, the "Selected Buildings") for which
Licensee desires to enter into a Site License Agreement,
substantially in the form of Exhibit C attached hereto (each, a
"Site License Agreement", and collectively, the "Site License
Agreements").  Within thirty (30) calendar days following the
receipt of the Selected Building Notice, Licensee shall submit
plans outlining its contemplated installations in such selected
Building.  Promptly following Licensor's approval of such plans
for such Selected Building, the parties shall each execute and
deliver to the other party a Site License Agreement for such
Selected Building(s).
(b) From time to time during the Term, Licensor shall provide to
Licensee a list (each, an "Additional Building List", and
collectively, the "Additional Building Lists") of the then
currently available buildings in Licensor's portfolio (each, an
"Additional Building", and collectively, the "Additional
Buildings").  So long as (i) Licensee has performed fully,
faithfully and in a timely manner all of its obligations under
this Master Agreement and all Site License Agreements, (ii) this
Master Agreement and all Site License Agreements are in full force
and effect and (iii) there shall not then be existing a default
beyond all applicable notice and grace periods under this Master
Agreement or any Site License Agreement, Licensee shall have the
first right to negotiate with regard to providing Services in the
Additional Buildings.  Within forty-five (45) calendar days after
Licensee's receipt of an Additional Building List, Licensee shall
schedule an appointment to enter upon the Additional Building(s)
listed thereon, during normal business hours, for the purpose of
making visual inspections and conducting engineering site reviews
of each Additional Building and shall have five (5) business days
after such scheduled appointment to determine the suitability of
such Additional Building for the Services (the "Additional
Building Inspection Period"); provided, however, that during any
such additional building inspection period Licensee shall (i)
prior to any entry by Licensee on any such Additional Building,
give Licensor reasonable prior written notice of the time and
place of such entry in order to (x) permit a representative of
Licensor to accompany Licensee and (y) obtain Licensor's prior
written approval of such entry; (ii) not interfere with the
operations of such Additional Building or any tenant thereof;
(iii) restore any damage to such Additional Building or any
adjacent property caused by such actions; (iv) indemnify, defend
and save Licensor, any such Additional Building owner and, as the
case may be, their respective members, partners, trustees,
shareholders, directors, officers, employees and agents harmless
of and from any and all claims and/or liabilities which Licensor,
any such Additional Building owner and their respective members,
partners, trustees, shareholders, directors, officers, employees
and agents may suffer or be subject by reason of or in any manner
relating to such entry and such activities, including, without
limitation, any claims by tenants and/or invitees of such
Additional Building; (v) not enter into any tenant's leased
premises or communicate with any tenant without prior written
notice to and approval from Licensor; (vi) prior to entry by
Licensee into any Additional Building, furnish Licensor for each
such Additional Building with a certificate of general liability
and property damage insurance maintained by Licensee with single
occurrence coverage of at least $1,000,000 (and aggregate coverage
of $2,000,000) and naming Licensor and each such Additional
Building owner as additional insureds; and (vii) not conduct any
marketing whatsoever in any of the Additional Building(s).  Prior
to the expiration of the Additional Building Inspection Period,
Licensee shall have the right to deliver a written request to
Licensor (an "Additional Selected Building Notice") as to each
Additional Building (each, an "Additional Selected Building", and
collectively, the "Additional Selected Buildings") for which
Licensee desires to enter into a License Agreement.  Within thirty
(30) days following the receipt of the Additional Selected
Building Notice, Licensee shall submit plans outlining its
contemplated installations in such selected Additional
Building(s).  Promptly following Licensor's approval of such plans
for such Additional Selected Building(s), the parties shall each
execute and deliver to the other party a Site License Agreement
for such Additional Selected Building(s).  Notwithstanding
anything to the contrary contained in this Section 2(b),
Licensee's right to first negotiate with respect to any Additional
Building(s) shall expire and be of no further force or effect if
Licensee fails to (i) schedule an appointment to enter upon the
Additional Building(s) within the forty-five (45) calendar day
period described above; (ii) deliver an Additional Selected
Building Notice prior to the expiration of the Additional Building
Inspection Period; (iii) submit plans outlining its contemplated
installations in any selected Additional Building(s) within thirty
(30) calendar days following Licensor's receipt of the Additional
Selected Building Notice; or (iv) execute and deliver to Licensor
a Site License Agreement for such Additional Selected Building(s)
(c) Each of the Site License Agreements (i) shall be effective
upon mutual execution, (ii) shall provide it terminates five (5)
years from the date of execution of such Site License Agreement
(the "Site License Termination Date" and such five (5) year term,
the "Site License Term"), (iii) shall provide that if (A) Licensee
has performed fully, faithfully and in a timely manner all of its
obligations under such Site License Agreement and this Master
Agreement, (B) such Site License Agreement and this Master
Agreement are in full force and effect and (C) there shall not
then be existing a default beyond all applicable notice and grace
periods under such Site License Agreement or this Master
Agreement, Licensee shall have the option to extend the initial
Site License Term of such Site License Agreement for one (1)
additional term of five (5) years (the "Site License Renewal
Term"), (iv) shall, with respect to all Site License Agreements
entered into prior to the last six (6) months remaining in the
Term, be subject to all of the terms and conditions this Master
Agreement throughout the entire Site License Term, notwithstanding
the expiration of the Term and (v) shall, with respect to all Site
License Agreements entered into during the last six (6) months
remaining in the Term, be subject to all of the terms and
conditions of this Master Agreement throughout the entire Site
License Term, notwithstanding the expiration of the Term, except
that all provisions of this Master Agreement concerning fees, rent
and other payments shall be negotiated on terms mutually agreed
upon by both parties prior to the execution of such Site License
Agreements.
3. MONTHLY ACCESS FEES

(a) If, at any time during the Term, Licensor determines, in its
reasonable discretion, that any installation, equipment or service
that Licensee undertakes, installs or provides in any Building
violates the definition of Services set forth in Exhibit B or
otherwise constitutes primary (as opposed to back-up, duplicative
or secondary) installations, equipment or services in relation to
other entities providing telecommunication or internet products
and services in such Building, Licensee shall immediately become
obligated hereunder to pay (in addition to all of Licensee's other
obligations hereunder) a "Monthly Access Fee" for each such
Selected Building or Additional Selected Building for which a Site
License Agreement is executed in an amount equal to the greater of
(i) Two cents ($.02) multiplied by the total number of square feet
in each Selected Building or Additional Selected Building, divided
by twelve (12), and (ii) One Thousand Dollars ($1000).  Such
Monthly Access Fee, if any, for each such Selected Building or
Additional Selected Building shall be set forth in Section 3 of
each Site License Agreement.  In the event that a Site License
Term does not commence on the first day of a calendar month, the
Monthly Access Fee for such Site License Agreement shall be
prorated for the first calendar month.  Notwithstanding anything
set forth above in this Section 3(a), Licensee shall not expand,
augment6 or increase the equipment and/or service(s) Licensee
installs or provides hereunder beyond the Services described on
Exhibit B without the prior written consent of Licensor.  In the
event that Licensee installs or provides additional equipment
and/or service(s) without Licensor's prior written consent,
Licensor shall have the right to require Licensee to cease
installing or providing any or all unauthorized additional
equipment and/or service(s) immediately.  In the event that (i)
Licensee expands the Services three (3) times (with regard to all
Selected Buildings and/or all Additional Selected Buildings taken
as a whole) without obtaining the prior written consent of
Licensor, or (ii) Licensee fails to cease immediately installing
or providing such unauthorized additional equipment or service(s)
upon receiving from Licensor notice requiring the same, such
occurrences shall be deemed an Event of Default (as defined below)
hereunder with regard to each applicable Building.

(b) Licensee hereby acknowledges and agrees that Licensee's
obligation, if any, to pay the Monthly Access Fee pursuant to
Section 3(a) above, and the rights, if any, of Licensor to such
Monthly Access Fee, shall be absolute, unconditional and
irrevocable and shall not be affected by any circumstances of any
character, including, without limitation, any set-off, abatement,
counterclaim, suspension, recoupment, reductions, rescission,
defense (other than the defense that Licensee has fully paid the
Monthly Access Fee without any set-off, abatement or other
reduction) or other right or claim that Licensee may have against
Licensor.  Licensee hereby expressly and unconditionally waives,
in connection with any suit, action or proceeding brought by
Licensor in connection with any of Licensee's obligations
hereunder or under any Site License Agreement, any and every right
Licensee has to interpose any (i) counterclaim therein (other than
compulsory counterclaims) and (ii) have the same consolidated with
any other or separate suit, action or proceeding.  Notwithstanding
anything herein to the contrary, the foregoing provision shall not
be construed to (x) prohibit or limit Licensee from instituting a
separate action against Licensor with respect to any claim or (y)
prohibit or limit Licensee from asserting as a defense to a claim
by Licensor the defense that Licensee has fully paid the Monthly
Access Fee without any set-off, abatement or other reduction, or
(z) prohibit or limit Licensee's remedies, in any separate action
instituted by Licensee against Licensor, including without
limitation the remedies (to the extent otherwise available under
applicable law) of rescission and recovery of any and all Monthly
Access Fees or other payments and any other damages to which
Licensee would be entitled under applicable law.

4. VARIABLE RENT.

(a) For each Selected Building or Additional Selected Building for
which a Site License Agreement is executed, Licensee shall pay
"Variable Rent," which shall be earned monthly and paid to
Licensor no later than Sixty (60) days after the end of each
calendar month.  During each Site License Term, Licensee shall pay
Licensor five percent (5%) of "Monthly Qualifying Revenue" (as
hereinafter defined) derived by Licensee from such Selected
Buildings or Additional Selected Buildings.  During each Site
License Renewal Term, Licensee shall pay Licensor seven percent
(7%) of Monthly Qualifying Revenue derived by Licensee from such
Selected Buildings or Additional Selected Buildings.

(b) "Monthly Qualifying Revenue" for each Selected Building or
Additional Selected Buildings shall be comprised of all of
Licensee's gross revenues from Licensee's customers in such
Selected Building or Additional Selected Building (excluding taxes
related to any services provided to Licensee's clients in the
Building, equipment charges, surcharges, installation fees,
operator services, 911/976/900 Directory Assistance charges and
bad debt).  Licensee will provide Licensor a detailed monthly
report of such gross revenue in a form reasonably satisfactory to
Licensor, and have an authorized officer of Licensee certify each
month that the reported Monthly Qualifying Revenue is accurate.
Licensor may engage an independent auditor that is in good
standing with, and subject to the peer review and other relevant
CPA standards established by the American Institute of Certified
Public Accountants to audit records related to the Services and
Licensee's calculation of the Monthly Qualifying Revenue.  If a
discrepancy is discovered, Licensee shall promptly adjust the
amount of Variable Rent owed to Licensor and, in the event a
discrepancy exceeds five percent (5%) of the amount of Variable
Rent owed to Licensor, Licensee shall reimburse Licensor for
Licensor's costs associated with such audit.  In the event that an
overpayment of the amount of Variable Rent owed to Licensor is
discovered by such audit, Licensor shall, in Licensor's sole
discretion, either (i) credit such overpayment against Licensee's
subsequent payment of Variable Rent or (ii) reimburse Licensee for
such overpayment in cash or by check.

(c) Licensee hereby acknowledges and agrees that Licensee's
obligation to pay the Variable Rent hereunder, and the rights of
Licensor to such Variable Rent, shall be absolute, unconditional
and irrevocable and shall not be affected by any circumstances of
any character, including, without limitation, any set-off,
abatement, counterclaim, suspension, recoupment, reductions,
rescission, defense (other than the defense that Licensee has
fully paid the Variable Rent without any set-off, abatement or
other reduction) or other right or claim that Licensee may have
against Licensor.  Licensee hereby expressly and unconditionally
waives, in connection with any suit, action or proceeding brought
by Licensor in connection with any of Licensee's obligations
hereunder or under any Site License Agreement, any and every right
Licensee has to interpose any (i) counterclaim therein (other than
compulsory counterclaims) and (ii) have the same consolidated with
any other or separate suit, action or proceeding.  Notwithstanding
anything herein to the contrary, the foregoing provision shall not
be construed to (x) prohibit or limit Licensee from instituting a
separate action against Licensor with respect to any claim or (y)
prohibit or limit Licensee from asserting as a defense to a claim
by Licensor the defense that Licensee has fully paid the Variable
Rent without any set-off, abatement or other reduction, or (z)
prohibit or limit Licensee's remedies, in any separate action
instituted by Licensee against Licensor, including without
limitation the remedies (to the extent otherwise available under
applicable law) of rescission and recovery of any and all Variable
Rent or other payments and any other damages to which Licensee
would be entitled under applicable law.

5. INDEPENDENT CO-MARKETING SUPPORT.

In accordance with the terms set forth below, Licensor shall
assist Licensee in Licensee's marketing activities ("Co-Marketing
Support").  In connection therewith, Licensor shall:

(a) Be available to meet with Licensee on a mutually agreeable
schedule to discuss the status of all marketing activities;

(b) At Licensee's request, Licensor will report to Licensee on the
status of its Co-Marketing Support activities;

(c) Endorse Licensee's products and services in response to
Licensee's reasonable requests;

(d) As reasonably requested by Licensee, provide testimonials in
support of Licensee's products and services for use by Licensee in
its marketing and promotional materials;

(e) As reasonably requested by Licensee and to the extent
possible, support a direct mailing program to tenants for each
Selected Building or Additional Selected Building for which a Site
License Agreement is executed (using lists developed and updated
by Licensor) as developed by Licensee, which will include, but
will not necessarily be limited to, coordinating with such
Selected Buildings' or Additional Selected Buildings' property
managers to include Licensee-provided information in all new
tenant information packages;

(f) As reasonably requested by Licensee and to the extent
possible, Licensor will provide Licensee with relevant information
for use in marketing Licensee's products and services in each
Selected Building or Additional Selected Building for which a Site
License Agreement is executed, including information obtained from
the such Selected Buildings' or Additional Selected Buildings'
property managers such as up-to-date tenant information, business
names, contact name, and square footage, as well as information
about tenant moves, new tenants and tenancy changes;

(g) As reasonably requested by Licensee and to the extent
possible, comply with such other reasonable requests of Licensee
for marketing support and building access to conduct marketing
programs paid for by Licensee, including lobby events and
solicitations to the extent reasonably possible; and

(h) When available and in Licensor's sole discretion, offer the
tenants in the Selected Buildings' or Additional Selected
Buildings' for which a Site License Agreement is executed
additional value added tenant services in a manner designed to
encourage usage of Licensee's products and services.

6. MOVIE KIOSKS.

(a) In addition to provisions set forth in Section 5 above,
Licensor shall assist Licensee in marketing Licensee's Movie
Kiosks (as defined below) to Building owners and Additional
Building owners.  As used in this Master Agreement and/or any Site
License Agreement, the term "Movie Kiosk," individually, and
"Movie Kiosks," collectively, shall mean a mechanism that manages
content and loads a small device with the capacity to hold
multiple DVD quality MPEG2 movies as well as advertising, games
and special promotional material (each, a "Movie Wallet" and
collectively, "Movie Wallets"), allowing consumers to download
multiple full-length movies from Movie Wallets for play at home
using a docking station.  Movie Kiosks shall receive content via
Licensee's ChannelCasting distribution using the same equipment
provided for the Services described in Exhibit B hereto.

(b) For each Movie Kiosk that Licensee installs at any Building or
Additional Building, Licensee shall also pay Licensor Kiosk Fees
(as defined below) which shall be earned monthly and paid to
Licensor no later than sixty (60) days after the end of each
calendar month.  For the first five (5) years that Licensee shall
have any Movie Kiosks located at any Building or Additional
Building (each, an "Initial Kiosk Term"), Licensee shall pay
Licensor a "Kiosk Fee" in the amount of five percent (5%) of
"Monthly Kiosk Qualifying Revenue" (as hereinafter defined)
derived by Licensee from each such Movie Kiosk, located at such
Buildings or Additional Buildings.  Immediately upon the end of
each Initial Kiosk Term, Licensee shall pay Licensor a Kiosk Fee
in the amount of seven percent (7%) of Monthly Kiosk Qualifying
Revenue derived by Licensee from each such Movie Kiosk located at
such Buildings or Additional Buildings.

(c) "Monthly Kiosk Qualifying Revenue" for each Building or
Additional Building shall be comprised of all of Licensee's gross
revenues from Movie Kiosks in such Building or Additional
Building.  Licensee will provide Licensor a detailed monthly
report of such gross revenue in a form reasonably satisfactory to
Licensor, and have an authorized officer of Licensee certify each
month that the reported Monthly Kiosk Qualifying Revenue is
accurate.  Licensor may engage an independent auditor that is in
good standing with and subject to the peer review and other
relevant CPA standards established by the American Institute of
Certified Public Accountants to audit records related to the Movie
Kiosks and Licensee's calculation of the Monthly Kiosk Qualifying
Revenue.  If a discrepancy is discovered, Licensee shall promptly
adjust the amount of Kiosk Fees owed to Licensor and, in the event
a discrepancy exceeds five percent (5%) of the amount of Kiosk
Fees owed to Licensor, Licensee shall reimburse Licensor for
Licensor's costs associated with such audit.  In the event that an
overpayment of the amount of Kiosk Fees owed to Licensor is
discovered by such audit, Licensor shall, in Licensor's sole
discretion, either (i) credit such overpayment against Licensee's
subsequent payment of such Kiosk Fees or (ii) reimburse Licensee
for such overpayment in cash or check.

(d) Licensee hereby acknowledges and agrees that Licensee's
obligation to pay the Kiosk Fees hereunder, and the rights of
Licensor to such Kiosk Fees, shall be absolute, unconditional and
irrevocable and shall not be affected by any circumstances of any
character, including, without limitation, any set-off, abatement,
counterclaim, suspension, recoupment, reductions, rescission,
defense (other than the defense that Licensee has fully paid the
Kiosk Fees without any set-off, abatement or other reduction) or
other right or claim that Licensee may have against Licensor.
Licensee hereby expressly and unconditionally waives, in
connection with any suit, action or proceeding brought by Licensor
in connection with any of Licensee's obligations hereunder or
under any Site License Agreement, any and every right Licensee has
to interpose any (i) counterclaim therein (other than compulsory
counterclaims) and (ii) have the same consolidated with any other
or separate suit, action or proceeding.  Notwithstanding anything
herein to the contrary, the foregoing provision shall not be
construed to (x) prohibit or limit Licensee from instituting a
separate action against Licensor with respect to any claim or (y)
prohibit or limit Licensee from asserting as a defense to a claim
by Licensor the defense that Licensee has fully paid the Kiosk
Fees without any set-off, abatement or other reduction, or (z)
prohibit or limit Licensee's remedies, in any separate action
instituted by Licensee against Licensor, including without
limitation the remedies (to the extent otherwise available under
applicable law) of rescission and recovery of any and all Kiosk
Fees or other payments and any other damages to which Licensee
would be entitled under applicable law.

7. REPRESENTATIONS AND WARRANTIES; INDEMNITIES.

(a) Licensor hereby represents and warrants to Licensee (a) that
Licensor has the requisite power and authority to grant Licensee
the rights identified in this Master Agreement and the Site
License Agreements as they relate to the Buildings.
(i)
(b) Each party represents and warrants to the other that it has
the requisite power and authority to enter into this Master
Agreement and the Site License Agreements.

8. MISCELLANEOUS PROVISIONS.

(a) Assignment.	Licensee shall not assign this Master
Agreement or any Site License Agreement or any interest herein or
therein or transfer, convey, mortgage, pledge, hypothecate or
encumber Licensee's interest hereunder (or any part thereof) or
grant any sublease, license, concession or other right to use any
portion of any of the Buildings which Licensee is entitled to
utilize hereunder or thereunder, without in each instance
obtaining the prior written consent of Licensor, such consent not
to be unduly delayed or unreasonably withheld.  The prohibitions
specified in this paragraph shall be construed to include, without
limitation, any such prohibited transfer occurring by operation of
law.  Any attempt by Licensee to accomplish a transfer prohibited
by this paragraph without having obtained the prior written
consent of Licensor, in its sole discretion, shall be void and of
no effect.  Notwithstanding the foregoing, Licensee may assign
this Master Agreement or any Site License Agreement upon written
notice to Licensor, but without Licensor's consent to any entity:
(i) which controls, is controlled by or is under common control
with Licensee, (ii) resulting from a merger or consolidation with
Licensee, or to any entity which acquires all or substantially all
of the assets of Licensee as a going concern, or (iii) that
acquires not less that fifty-one percent (51%) of the stock of
Licensee or the entities described in clauses (i) and (ii) above.
For purposes of this paragraph, "control" means ownership of at
least fifty-one percent (51%) of the ownership interest or
management control of the applicable entity.

(b) Events of Default by Licensee; Licensor's Remedies.

(i) The following events shall be deemed events of default (each,
an "Event of Default" and collectively, "Events of Default")by
Licensee under each applicable Site License Agreement and, in the
event that any of the following events occurs with respect to the
greater of (A) ten percent (10%) of the total aggregate number of
Selected Buildings and/or Additional Selected Building and (B)
five (5) Selected Buildings and/or Additional Selected Buildings,
such events shall also be deemed Events of Default by Licensee
under this Master Agreement and all other Site License Agreements:

(1) Licensee shall fail to pay any amounts of money required to be
paid by Licensee under this Master License Agreement or any
License Agreement, including without limitation, the Monthly
Access Fee, if any, and the Variable Rent within five (5) business
days after receiving notice thereof from Licensor; or

(2) Licensee shall fail to comply in any material respect with any
provision of this Master Agreement not requiring the payment of
money, and such failure shall continue for a period of thirty (30)
days after written notice of such default is given to Licensee,
provided, however, that if such condition cannot be reasonably be
cured within such thirty (30) day period, it instead shall be an
Event of Default if Licensee shall fail to commence to cure such
condition within such thirty (30) day period and shall thereafter
fail to prosecute such case diligently and continuously to
completion within ninety (90) days after the date of Licensor's
notice of default; or

(3) Licensee shall fail to comply in any material respect with any
provision of this Site License Agreement not requiring the payment
of money, and such failure shall continue for a period of thirty
(30) days after written notice of such default is given to
Licensee, provided, however, that if such condition cannot be
reasonably be cured within such thirty (30) day period, it instead
shall be an Event of Default if Licensee shall fail to commence to
cure such condition within such thirty (30) day period and shall
thereafter fail to prosecute such case diligently and continuously
to completion within ninety (90) days after the date of Licensor's
notice of default; or

(4) (A) Licensee shall fail, on three (3) occasions (with regard
to all Selected Buildings and/or all Additional Selected
Buildings), to obtain the written consent of Licensor prior to
installing or providing any equipment or service(s) other than the
Services described on Exhibit B or (B) Licensee shall fail to
cease immediately installing or providing any unauthorized
additional equipment or service(s) upon receiving from Licensor
notice requiring the same; or

(5) Licensee abandons the Equipment Space (as defined in any Site
License Agreement) for any Selected Building or Additional
Selected Building.

(ii) Upon the occurrence of any Event(s) of Default by Licensee as
provided in Section 8(b)(i) above, Licensor shall have the option
to pursue any one or more of the following remedies without any
further notice or demand for possession whatsoever;

(1) terminate the applicable Site License Agreements and, subject
to Section 8(b)(i), terminate this Master Agreement and all other
Site License Agreements, in which event Licensee shall immediately
surrender to Licensor all spaces used by Licensee in the Selected
Buildings or Additional Selected Buildings, including, but not
limited to, all spaces used by Licensee on an exclusive or non-
exclusive basis and all raceways, roof space and set-backs,
telephone riser closets, mechanical rooms and other space then
being utilized by Licensee in the Selected Buildings or Additional
Selected Buildings;

(2) enter upon the Selected Buildings or Additional Selected
Buildings and any spaces in the Buildings, including, but not
limited to all spaces used by Licensee on an exclusive or non-
exclusive basis and all the raceways, roof space or set-backs,
telephone riser closets, mechanical rooms and/or other space in
the Selected Buildings or Additional Selected Buildings used by
Licensee and do whatever Licensee is obligated to do under the
terms of this Master Agreement and the Site License Agreements
(except that Licensor shall not operate Licensee's equipment or
otherwise undertake to perform Licensee's obligations under any
agreement between Licensee and any tenant of any Selected
Building(s) or Additional Selected Building(s)); and Licensee
agrees to reimburse Licensor on demand for any expenses which
Licensor may incur in so effecting compliance with Licensee's
obligations under this Master Agreement and the Site License
Agreements; and

(3) invoke any remedy allowed at law or in equity, including
injunctive relief.  Mention in this Master Agreement or any of the
Site License Agreements of any particular remedy shall not
preclude Licensor from any other remedy, in law or in equity.

(a) Nondisturbance.	Licensee may request, upon payment to Licensor
of a administrative fee in the amount of One Thousand Dollars
($1,000), delivery of a nondisturbance and attornment issued by
the Building owner or Additional Building owner (the
"Nondisturbance").  Licensee agrees that it will act reasonably in
its approval process of the Nondisturbance and that the form of
nondisturbance and attornment agreement attached hereto as Exhibit
D is acceptable to Licensee.  It is expressly understood and
agreed to that in the event Licensee does not find the
Nondisturbance delivered to Licensee for execution to be
acceptable within thirty (30) days of Licensee's receipt of such
Nondisturbance (or such later date as the parties shall mutually
agree), the Site License Agreement shall have no further effect.
In no event shall either party be liable to the other for payment,
performance or otherwise (except for the administrative fee
described (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (i) (i) (i)
(i) (a) (c) above) under a Site License Agreement until such time
as it becomes effective as provided in this Section 8(c);
provided, however, that at such time as a Site License Agreement
becomes effective as aforesaid, all Monthly Access Fees, if any,
and Variable Rent shall be considered as having accrued for the
period from and after the Effective Date of such Site License
Agreement and, upon such effectiveness of the Site License
Agreement shall be due and payable.

(d) Favorable Terms.	Licensor shall not grant, license,
assign, sublicense or sublease or otherwise confer upon any other
party, on material terms more favorable to such other party than
as set forth in this Master Agreement, the right to install,
maintain or operate any telecommunications equipment or system
which is designed to offer or does offer the same or substantially
the same services in the Buildings as the Services defined herein.

(e) Binding Effect.	Subject to all other provisions of this Master
Agreement and the Site License Agreements, each of the covenants,
conditions and provisions of this Master Agreement shall extend to
and shall, as the case may require, bind or inure to the benefit
not only of Licensor and of Licensee, but also of their respective
heirs, personal representatives, successors or, except as provided
herein, assigns.

(f) Relationship of Parties.	Nothing contained in this Master
Agreement shall be deemed or construed by the parties hereto or by
any third party to create the relationship of principal and agent,
partnership, joint venture or any association between Licensor and
Licensee.

(g) Governing Law.	This Master Agreement shall be construed and
enforced in accordance with the laws of the State of New York
(without regard to New York's principles of conflicts of laws).

(h) Counterparts.	This Master Agreement may be executed in
counterparts with the same effect as if both parties hereto had
executed the same document.  Both counterparts shall be construed
together and shall constitute a single agreement.

(i) Notices.	All notices, demands, statements, designations,
approvals or other communications (collectively, "Notices") given
or required to be given by either party to the other hereunder
shall be in writing, shall be sent by United States certified or
registered mail, postage prepaid, return receipt requested,
nationally recognized overnight delivery service, or delivered
personally (i) to Licensee at the address set forth below, or to
such other place as Licensee may from time to time designate in a
Notice to Licensor; or (ii) to Licensor at the address set forth
below, or to such other firm or to such other place as Licensor
may from time to time designate in a Notice to Licensee:

Licensee:	eSAT, Inc.
	16520 Harbor Boulevard, Building G
	Fountain Valley, California 92708
	Attention:	Michael C. Palmer

with a copy to:	Arter & Hadden LLP
	725 South Figueroa Street, 34th Floor
	Los Angeles, California 90017
	Attention: Ronald Warner, Esq.

Licensor:	Devnet L.L.C.
	325 Riverside Avenue
	Westport, CT 06880
	Attention:	Joel R. Wilson

with a copy to:	Dewey Ballantine LLP
	1301 Avenue of the Americas
	New York, New York  10019-6092
	Attention:	Sanford W. Morhouse, Esq.

Any of the foregoing Notice methods will be deemed given (x) on
the date it is received, if mailed, (y) on the following business
day, if sent by overnight service, or (z) upon the date personal
delivery is made.

(j) Confidentiality.	Without the prior written consent of the
other party, neither Licensor nor Licensee shall disclose (i)
confidential information obtained in the performance of this
Master Agreement or any Site License Agreement including, but not
limited to, any reports regarding Monthly Qualifying Revenue or
Monthly Kiosk Qualifying Revenue, (ii) the terms and conditions of
this Master Agreement or any Site License Agreement, or (iii) the
terms and conditions of any of the transactions contemplated by
this Master Agreement or any Site License Agreement, to any third
party (other than to the owner(s) of the Buildings as may be
necessary to perform under this Master Agreement, attorneys
representing either of the parties, accountants of either of the
parties, or actual or potential lenders, private investors or
acquirers of either party, and each of those parties shall be
subject to this confidentiality provision).

(k) Interpretation.	The headings of this Master Agreement are for
convenience and identification only and are not intended to
describe, interpret, define or limit the scope, extent, or intent
of this Master Agreement or any provisions hereof.  Whenever the
context requires, the gender of all words used in this Master
Agreement shall include the masculine, feminine or neuter, and the
number of words shall include the singular and the plural.

(l) Amendment.	This Master Agreement shall not be modified,
amended or in any way altered except by an instrument in writing
signed by both parties.

(m) Severability.	If any one or more of the provisions contained
in this Master Agreement is determined to be illegal, invalid or
unenforceable, such determination shall in no way affect the
legality, validity or enforceability of any other provision of
this Master Agreement, and any such affected provision shall be
modified, amended or deleted to the extent possible and
permissible to give the fullest effect to the purposes of the
parties and to this Master Agreement, and the parties hereby
declare that they would have agreed to the remaining parts of this
Master Agreement if they had known that such other provisions or
portions hereof would be determined to be illegal, invalid or
unenforceable.

(n) Press Release.	From time to time during the Term, the parties
will issue mutually approved press releases regarding this
transaction.  The parties agree that neither party shall use each
other's name, trademark or service mark without the other party's
prior written consent, and further, Licensee shall not use the
name of the owners of the Buildings without the prior written
consent of Licensor.

(o) Indemnification.	It is the intent of the parties that each
of Licensor and Licensee shall be responsible for its own
activities pursuant to this Master Agreement, including insuring
against losses or liability with respect thereto.

(i) Each of Licensor and Licensee (for purposes of this Section
8(o), and as the case may be, the "Indemnifying Party") agrees to
indemnify and hold the other (for purposes of this Section 8(o),
and as the case may be, the "Indemnified Party") harmless with
respect to any claim, suit, complaint, liability, expense, demand,
or proceeding ("Claim"), whether or not brought to judgment,
arising out of or concerning the negligence or willful misconduct
of the Indemnifying Party in the performance or nonperformance of
the Indemnifying Party's obligations under this Master Agreement.
The term "Claim" shall (i) include liabilities asserted against
The Indemnified Party by any third party, regardless of whether
such liabilities constitute special, incidental, indirect,
consequential or other damages sustained by such third party and
(ii) exclude any special, incidental, indirect or consequential
damages sustained by the Indemnified Party itself rather than by a
third party.

(ii) The Indemnifying Party shall indemnify and hold the
Indemnified Party harmless from any and all liens or claims of
lien ("Lien"), valid or not, arising out of the installation,
operation, maintenance or removal of any equipment (as defined in
any Site License Agreement) and all costs and expenses, including
reasonable attorney's fees, resulting from such Lien.  Neither
Licensor nor Licensee will permit any Liens to be placed on any
Building or any part thereof.  In the event a Lien is attached to
any Building or any portion thereof, the Indemnifying Party shall
immediately have such Lien removed of record.

(iii) The Indemnified Party shall have the right, upon giving the
Indemnifying Party written notice, to require the Indemnifying
Party to defend the Indemnified Party against any such Claim
arising under Section 8(n)(i) or Lien arising under Section
8(n)(ii).  In such event, the Indemnifying Party shall have the
sole discretion to decide upon the defense to the Claim or Lien
and with regard to any settlement or other disposition of the
matter.  In all events, the Indemnifying Party shall pay all
costs, including litigation costs, judgments, decrees, or damages
awarded or resulting from any such Claim or Lien and settlements
thereof, and reasonable attorney's fees.

(iv) Upon notice thereof, the Indemnified Party shall notify the
Indemnifying Party of any such Claim or Lien, and shall cooperate
with the Indemnifying Party in the defense or settlement of any
such Claim or Lien.

(p) Entire Agreement.		This Master Agreement, including any
Site License Agreements, Schedules and Exhibits referred to herein
and attached hereto, constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes
all prior agreements, whether written or oral, with respect to the
subject matter contained in this Master Agreement.





[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, Licensor and Licensee have duly executed this
Master Agreement as of the day and year first above written.
LICENSOR:

DEVNET L.L.C.

By:	FP Enterprises L.L.C., its managing member


By
Name:	Joel R. Wilson
Title:	Chairman and Chief Executive Officer


LICENSEE:

ESAT, INC.


By
Name:	    Michael C. Palmer
Title: 	     Chief Executive Officer

Exhibit A

Buildings
Exhibit A
Buildings


Name
Street Address
City
State
# Bldgs
# Tenant
24th & Highland
47-42-North 24th St
Phoenix
AZ
2
21
Norwest Bldg
302 North First Ave
Phoenix
AZ
1
15
Park One Office Bldg
2111 East Highland Ave
Phoenix
AZ
4
44
Mission Falls Business Park
47323,47333,47339 Warm Ave
Freemont
CA
6
11
330 North Brand
330 North Brand Ave
Glendale
CA
2
34
Livermore Airway Bus Park
2333 Nissen Dr-303-399 Lindberg Dr.
Livermore
CA
2
5
650 Wilshire Blvd
650 Wilshire Blvd
Los Angeles
CA
1
32
911 Wilshire Blvd
911 Wilshire Blvd
Los Angeles
CA
1
38
Wilshire Bundy Plaza
12121 Wilshire Blvd
Los Angeles
CA
1
50
Marina Business Center II
4551 Glencoe Ave
Marina Del Ray
CA
2
42
475 14th Street
475 14th St
Oakland
CA
1
23
Prospect Business Park
10961 Sun Center Drive
Sacramento
CA
2
2
Stevenson Place
71 Stevenson St
San Francisco
CA
1
18
East by Southeast Office Park
1300 South Potomac St
Aurora
CO
4
18
Colorado Center Tower One
2000 South Colorado Blvd
Denver
CO
1
4
Colorado Center Tower Two
2000 South Colorado Blvd
Denver
CO
1
16
Mile High Center
2 United Bank Center
Denver
CO
1
54
Inverness Office Plaza
6 Inverness Drive East
Englewood
CO
3
38
Plaza Colorado
5889 South Greenwood Plaza Blvd
Englewood
CO
1
6
1500 K Street NW
1500 K Street NW
Washington
DC
1
13
Georgetown Center 1
2121 Wisconsin Ave NW
Washington
DC
1
35
Georgetown Center II
2115 Wisconsin Ave NW
Washington
DC
1
4
World Center Bldg
918 16th NW
Washington
DC
1
49
824 Market Street
824 Market Street
Wilmington
DE
1
37
The Plaza (Plaza)
5355 Town Center Rd
Boca Raton
FL
1
28
Towers at Boca Raton Center (Tower)
5200 Town Center Circle
Boca Raton
FL
2
42
Largo Office Bldg
4175 East Bay Drive
Clearwater
FL
1
28
Corp. Park at Cypress Creek
6300 NW 5th Way
Ft. Lauderdale
FL
1
3
Cypress Park West
6700 N. Andrews Ave
Ft. Lauderdale
FL
1
19
Lincoln Piedmont Bldg
3405 Piedmont Rd
Atlanta
GA
1
17
Ceridian Bldg
2828 Paa Street
Honolulu
HI
1
40
200 North LaSalle
200 North LaSalle
Chicago
IL
1
42
311 South Wacker Drive
311 South Wacker Drive
Chicago
IL
1
117
St. Clair
676 St. Clair St.
Chicago
IL
1
57
W. Monroe Street
230 Monroe St.
Chicago
IL
1
63
1603 Orrington
1603 Orrington Ave
Evanston
IL
1
TBD
40 Skokie Blvd
40 Skokie Blvd
Northbrook
IL
1
15
2200-2222 Kensington Crt
2200-2222 Kensington Ct
Oak Brook
IL
2
1
Crossroads Center
3701 Algonguin Rd
Rollingmeadows
IL
1
26
Woodfield Exec. Plza
1051 Perimeter Dr
Schaumberg
IL
1
37
Keystone Crossing
8888 Keystone Crssg Blvd
Indianapolis
IN
5
45
Executive Center I & II
4501 & 4601 College Blvd
Overland Park
KS
2
32
Executive Hills Office Bldg 40
7101 College Blvd
Overland Park
KS
1
40
College Blvd Office Bldg
8001 College Blvd
Overland Park
KS
1
4
107 Audubon Rd
107 Audubon Rd
Wakefield
MA
3
27
Edgewater III
500 Edgewater Drive
Wakefield
MA
1
12
Two Rockledge Ctr
6701 Rockledge Dr
Bethesda
MD
1
1
American Center
2777 Franklin Rd
Southfield
MI
1
50
Oakland Commons (U/D)
20700 Civic Center Drive
Southfield
MI

TBD
Oakland Town Square
One Town Square
Southfield
MI
1
TBD
E.D.S. Bldg
26533 Evergreen Rd
Southfield
MI
1
1
Raleigh Office Center
25300 Telegraph Rd
Southfield
MI
2
27
Travelers Tower
26555 Evergreen Rd
Southfield
MI
1
73
Ameritech Publishing
100 East Big Beaver Rd
Troy
MI
1
18
City Center Bldg
888 West Big Beaver Rd
Troy
MI
1
18
Top of Tory
755 West Big Beaver Rd
Troy
MI
1
51
Troy Officenter
300,320,340 E. Big Beaver Rd
Troy
MI
4
19
Normandale Lake Office Park
8300 Norman Center Drive
Bloomington
MN
3
55
Colonnade Office Tower
5500 Wayzata Blvd
Golden Valley
MN
1
50
Carlson Office Tower
601 Lakeshore Parkway
Minnetonka
MN
1
48
Exec. Hill East Off/Park
1200/1300 E. 104th St
Kansas City
MO
2
8
North Pointe
10220 N. Executive Hills Blvd
Kansas City
MO
5
32
Barrett Woods Corp Center II
13545 Barrett Parkway
St. Louis
MO
2
33
Four Stow Road
4 East Stow Road
Evesham
NJ
1
5
Longpro Greentree Midrise
300 Berwyn Park
Marlton
NJ
1
20
Clark Place
301 East Clark Ave
Las Vegas
NV
1
5
17 State Street
17 State Street
New York
NY
1
60
375 Park Avenue
375 Park Avenue
New York
NY
1
143
Society Bank Bldg
525 Vine Street
Cincinnati
OH
1
31
Ackerman Place
700 Ackerman Rd
Columbus
OH
1
30
Westpointe Business Park
Southside of Robers Rd 3 of I 2
Columbus
OH
6
27
Enterprise Office Plaza
5600 N. May Avenue
Oklahoma City
OK
1
21
One Grand Park
777 NW Grand Blvd
Oklahoma City
OK
1
12
Executive Terrace
455 S. Gulph Rd
King of Prussia
PA
1
14
Airway Office Park
1281 Murfreesboro Rd
Nashville
TN
2
8
First Union Tower
150 Fourth Ave North
Nashville
TN
1
24
Frost Bank Plaza
820 N. Carancahua St
Corpus Christi
TX
1
62
1700 Pacific
1700 Pacific Avenue
Dallas
TX

35
Three Metro Square (was TIAA & 2134)
12000 Ford Rod
Dallas
TX
2
15
950 Echo Lane
950 Echo Lane
Houston
TX
1
14
Ashford VII
900 Thread Needle St
Houston
TX
1
1
Bering Park (2147 & 2462)
One Bering Park
Houston
TX
2
46
INA Office Bldg
1775 St. James Place
Houston
TX
1
10
Corporate Park Place
1333 Corporate Park Dr
Irving
TX
1
31
Towers at Williams Square
5215 North O'Connor Rd
Irving
TX
4
113
600 East Broad Street
600 East Broad Street
Richmond
VA
1
6
Oakhurst Center
14475 NE 24th St
Bellevue
WA
2
9
Ridgewood Corp. Square
120th Avenue NE
Bellevue
WA
7
25
Imperial Square
148th Avenue NE
Redmond
WA
3
4
411 East Wisconsin Center
411 East Wisconsin Center
Milwaukee
WI
1
40
Two Park Plaza
1850 West Park Place
Milwaukee
WI
1
17
150 East 42nd Street
150 East 42nd St.
New York
NY

TBD
650 Madison Avenue
650 Madison Avenue
New York
NY

TBD
100 Broadway
100 Broadway
New York
NY

TBD
200 North Clark St
200 North Clark St
Chicago
IL

TBD



EXHIBIT B

Exhibit B



Description of Services


Unless otherwise agreed to by Licensor in its sole and absolute
discretion pursuant to Section 3(a) of this Master Agreement,
Licensee shall install satellite technologies solely to provide
business continuity, disaster recovery and similar back-up to the
primary telecommunication and internet services in the Buildings.
Licensee shall connect Licensee's VSAT satellite and rebroadcast
equipment in the Buildings through Licensor's telecommunications
infrastructure.  Unless otherwise agreed to by Licensor in its
sole and absolute discretion, Licensee shall deliver the Services
under this Master Agreement only in the event of a failure of the
primary telecommunication and Internet services in the Buildings.

Upon entering into any agreement with respect to any tenant or any
Building, Licensee shall furnish Licensor with proof that all
installations, equipment and services provided by Licensee are
solely secondary, duplicative or back-up in nature, scope and
application, including, without limitation, copies of all such
agreements, which shall clearly state that Licensee shall deliver
Services only if the primary telecommunication and internet
services in the Building fail.

Subject to the terms and conditions of the preceding two
paragraphs, the Services that Licensee may provide pursuant to
this Master Agreement include, without limitation, the following:


(a) Back-up and recovery service for:

(i) private networking;
(ii) virtual private networking (the point-to-point movement of
data within the customer's private or semi-private network);
(iii) internet access;
(iv) video conferencing
(v) streaming and other digital video downloads;
(vi) voice -over internet protocol data services; and
(vii) other internet protocol data services.




Exhibit C

Form of Site License Agreement

eSAT, Inc. SITE LICENSE AGREEMENT

Effective Date:	______________________, 2000
Initial Term:	From the Effective Date to ______________, _____
Licensor:	Devnet L.L.C., a Delaware limited liability company
Licensor's Address for Notice:	325 Riverside Avenue
Westport, CT 06880
Attention:	Joel R. Wilson
	with a copy to:
	Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019-6092
Attention:  Sanford W. Morhouse, Esq.
Licensee:	eSAT, Inc.
Licensee's Address for Notice	16520 Harbor Boulevard, Building G
	Fountain Valley, California
Attention:	Michael Palmer
	with a copy to:
	Arter & Hadden LLP
725 South Figueroa Street, 34th Floor
Los Angeles, California 90017
Attention:	Ronald Warner, Esq.

Building Name (if any):
Building Location:
Roof Space:
Interior Space:
Location of Interior Space:


TERMS AND CONDITIONS

This non-exclusive Site License Agreement (the "Agreement") is
effective as of the Effective Date set forth above, and made by
and between the Licensor and the Licensee named above.  As
provided herein, this Agreement is subject to the terms and
conditions of the Master License Agreement between Licensor and
Licensee dated as of ______________________, 2000 (the "Master
Agreement"), and all such terms of the Master Agreement are hereby
incorporated herein and made a part hereof.  Notwithstanding the
foregoing, if the terms and conditions of the Master Agreement and
this Agreement are in conflict, the terms and conditions of this
Agreement shall govern.  If this Agreement is entered into prior
to the last six (6) months remaining in the Term, then this
Agreement shall be subject to all of the terms and conditions of
the Master Agreement throughout the term of this Agreement as if
such terms, provisions and conditions were set forth in full in
this Agreement, notwithstanding the expiration of the Term.  If
this Agreement is entered into during the last six (6) months
remaining in the Term, then this Agreement shall be subject to all
of the terms and conditions of the Master Agreement throughout the
term of this Agreement as if such terms, provisions and conditions
were set forth in full in this Agreement notwithstanding the
expiration of the Term, except that all fees, rent and other
payment provisions set forth in the Master Agreement shall be
substituted for the provisions set forth in Section 3 hereof.
Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Master Agreement. Subject to and
in accordance with the terms hereof, Licensee is permitted to
install and operate telecommunications equipment at the Building
Location set forth above (the "Building").

Licensee Rights.  Subject to the terms hereof, Licensor grants
Licensee the right to use the Interior Space and the Roof Space
(collectively, the "Equipment Space") in the locations shown in
Exhibit A attached hereto, and the non-exclusive right to use the
pathways, shafts, risers, raceways, conduits, available telephone
closets, telecommunications infrastructure, interior
telecommunications wiring and cabling, service areas and utility
connections and entries into and through the Building used, owned
or under the control of Licensor (collectively, the "Pathways"),
in order for Licensee to provide [satellite data delivery services
for business continuity, disaster recovery and related
applications].  Notwithstanding anything herein to the contrary,
Licensee shall not be permitted to provide shared
telecommunications services.  Subject to the terms hereof,
Licensor grants to Licensee this License to install, operate,
maintain, repair and replace rooftop [antennae] [satellite dishes]
for the purpose of connecting Licensee's equipment as described in
Exhibit B (the "Equipment").  Nothing contained in this Agreement
shall be construed as granting to Licensee any property or
ownership rights in the Building.
Term.  This Agreement shall be effective as of [_______________,
2000] (the "Effective Date") and shall terminate on
[_______________, ____] (the "Termination Date").  The period from
the Effective Date through the Termination Date shall be referred
to herein as the "Initial Term".  Provided that (i) Licensee has
performed fully, faithfully and in a timely manner all of its
obligations under this Agreement and the Master Agreement, (ii)
this Agreement and the Master Agreement are in full force and
effect and (iii) there shall not then be existing a default beyond
all applicable notice and grace periods under this Agreement or
the Master Agreement, Licensee shall have the option to extend the
Initial Term of this Agreement for One (1) additional term of Five
(5) years (the "Renewal Term", and together with the Initial Term,
the "Term").  Such option to renew shall be exercisable by written
notice to Licensor on or before six (6) months prior to the end of
the Initial Term.  In addition to all other fees, rent and other
payments to be made by Licensee hereunder, upon electing to
exercise Licensee's option for the Renewal Term, Licensee shall
pay to Licensor a non-refundable review fee of $1000.00.  Prior to
or at the end of the Term, Licensee shall remove the Equipment and
Licensee's other personal property from the Building, and repair
all damage caused by such removal at Licensee's sole cost and
expense.  If Licensee does not do so, Licensor may remove the
Equipment at Licensee's cost and dispose of it as Licensor sees
fit.  Notwithstanding anything in this Agreement to the contrary,
Licensee (i) EXPRESSLY ACKNOWLEDGES AND AGREES THAT LICENSEE WILL
NOT HAVE ANY RIGHT TO CONTINUED USE OF THE SYSTEM, OR ANY PORTION
THEREOF, IN THE BUILDING AFTER THE END OF THE TERM OF THIS
AGREEMENT AND (ii) HEREBY WAIVES ANY RIGHTS, OR CLAIMS OF RIGHT,
TO CONTINUED USE OF THE SYSTEM, OR ANY PORTION THEREOF, IN THE
BUILDING AFTER THE END OF THE TERM OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, ANY RIGHTS, OR CLAIMS OF RIGHT, BASED ON ANY
CONTRACTUAL OR OTHER RELATIONSHIP BETWEEN LICENSEE AND ONE OR MORE
TENANTS OR OTHER OCCUPANTS OF THE BUILDING.

Rent.
(d) In addition to those terms set forth in the Master Agreement,
the "Monthly Access Fee" to be paid by Licensee to Licensor for
the Term shall be earned monthly and paid on a monthly basis for
the Building as follows:
The greater of (i) One Cent ($.01) per square foot multiplied by
the total rentable square footage of the Building, divided by
Twelve (12), and (ii) Five Hundred Dollars ($500).
The Monthly Access Fee to be paid by Licensee to Licensor for the
Renewal Term shall be earned monthly and paid on a monthly basis
for the Building as follows:
The greater of (i) Two Cents ($.02) per square foot multiplied by
the total rentable square footage of the Building, divided by
Twelve (12), and (ii) One Thousand Dollars ($1000).

In the event that the Term or the Renewal Term does not commence
on the first day of a month, the Monthly Access Fee shall be
prorated for that month.
(e) In addition to those terms set forth in the Master Agreement,
the "Variable Rent" to be paid by Licensee to Licensor for the
Term shall be calculated on a monthly basis and paid to Licensor
no later than Sixty (60) days after the end of each calendar month
for the Building as follows:
Seven percent (7%) of the Monthly Qualifying Revenue for such
Building.

(f) Licensee hereby acknowledges and agrees that Licensee's
obligation to pay the Monthly Access Fee and the Variable Rent
(the "Rent") hereunder, and the rights of Licensor to such Rent
shall be absolute, unconditional and irrevocable and shall not be
affected by any circumstances of any character, including, without
limitation, any set-off, abatement, counterclaim, suspension,
recoupment, reductions, rescission, defense or other right or
claim that Licensee may have against Licensor. Licensee hereby
expressly and unconditionally waives, in connection with any suit,
action or proceeding brought by Licensor in connection with any of
Licensee's obligations hereunder, any and every right Licensee has
to interpose any (i) counterclaim therein (other than compulsory
counterclaims) and (ii) have the same consolidated with any other
or separate suit, action or proceeding.
Access.  With prior written notice to and approval from Licensor,
which approval shall not be unreasonably withheld, and in
compliance with all Building rules and regulations, Licensee shall
have access to the Building, Equipment Space and Pathways Twenty-
Four (24) hours a day, Seven (7) days a week, to enable Licensee
to install, maintain and repair its Equipment.  Any charges that
may be applicable for any after-hour access shall be borne by
Licensee.  Licensor shall provide a mechanism for access to the
Building, Equipment Space and Pathways by Licensee in the event of
an emergency and during non-business hours.
Use.  Subject to the terms hereof, Licensee shall be allowed to
use the Equipment Space and the Equipment to provide only the
Services listed on Schedule A attached hereto; however, in no
event shall Licensee use the Equipment Space and the Equipment or
any space in the Building for shared telecommunications services.
Licensee shall obtain and maintain all licenses and permits
required to install and operate its Equipment, at Licensee's sole
expense.  Licensee covenants and agrees that Licensee nor any of
its employees, agents, licensees or invitees shall use or to
permit the use of the Building, Equipment, Equipment Space,
Pathways or other space in the Building for any purpose which
violates any laws, rules or regulations of any governmental
authority having jurisdiction over the Building or which would
materially increase the cost of insurance coverage with respect to
the Building.  No hazardous materials will either be used or
stored in or around the Building, Equipment Space or Pathways or
other space in the Building by Licensee, or will be used in any of
the Equipment installed by Licensee in the Building, Equipment
Space or Pathways, provided that batteries used in the ordinary
course of Licensee's business will be permitted so long as the use
and storage of such batteries shall be in full compliance with all
applicable laws and regulations.  Nothing herein shall be
construed to permit Licensee to use the Equipment Space or
Pathways for a purpose not described herein or in this Master
Agreement.
Installation.  Prior to beginning any work anywhere in the
Building, including but not limited to alterations or
modifications, Licensee shall, at its sole expense, prepare and
deliver to Licensor working drawings, plans and specifications
(the "Plans"), detailing the location and size of the Equipment
and specifically describing any proposed work.  No work shall
begin until Licensor shall have approved the Plans, which approval
shall not be unreasonably withheld.  Licensor shall approve or
reject the Plans, in writing, within Twenty (20) days after
receipt thereof.  Licensee shall perform such construction in a
safe and workmanlike manner consistent with generally accepted
construction standards.  Licensee shall be responsible for the
prompt satisfaction, payment, or bonding off of any liens for any
provider of work, labor, material or services claiming by,
through, or under Licensee and immediately removing such liens
from record.
Cable Distribution Management.  Notwithstanding anything to the
contrary contained herein and subject to compliance with any
requirements of a Building owner, Licensor shall have the right
from time to time to designate a cable distribution company which
will perform all installation, removal and other work in all
risers and raceways in the Building or Licensor shall perform such
work itself.  To the extent that such a cable distribution company
is engaged or Licensor elects to provide cable distribution
services itself, (i) Licensee's access to risers and raceways for
installation and removal of equipment shall be solely through such
cable distribution company or Licensor and (ii) Licensee will
cooperate with any such cable distribution company or Licensor and
will pay directly to such cable distribution company or Licensor
any costs of such installation, removal or other work performed
pursuant to the Plans which costs shall be within market rates for
the regional area in which the Building is located.
Licensee's Conduct.  Licensee hereby agrees (a) to maintain the
Equipment Space and install and maintain the Equipment in a clean
and professional manner in accordance with good industry practices
and promptly repair all damage to the Building caused by Licensee
or its employees, agents, licensees or invitees; (b) not to
disrupt, adversely affect or interfere with other providers of
services in the Building or with any occupant's use and enjoyment
of its Licensed premises or the common areas of the Building; (c)
promptly eliminate any interference with the communications
facilities or equipment of such other Building tenants, licensees
or occupants as were in operation as of the Effective Date; (d)
cooperate with Licensor in the event of any interference of the
Equipment with any Building operations or equipment of other
Building tenants, licensees or occupants; and (e) to ensure that
all agents, representatives, employees, guests and invitees of
Licensee entering the Building dress in appropriate professional
attire.
Licensee's Equipment.  The Equipment, and any other personal
property in the Building which belongs to Licensee shall be there
at the sole risk of Licensee.  Licensor shall not be liable for
damage, theft, misappropriation or loss to the Equipment unless
caused by the willful or grossly negligent conduct of Licensor or
its employees/contractors.
Substitution of Space.  At any time hereafter, but no more than
Two (2) times during the Term, Licensor may relocate all or part
of the Equipment Space to another area in the Building (such
relocation herein referred to as the "New Equipment Space") upon
Forty Five (45) days prior written notice to Licensee, provided
that the New Equipment Space shall be similar to the Equipment
Space in area and suitable for the use as provided herein.
Licensee shall cooperate with Licensor to facilitate Licensee's
move to the New Equipment Space.  Licensor shall pay for all of
Licensee's reasonable moving costs incurred in connection with the
relocation to the New Equipment Space, including the cost of
reinstalling the Equipment required by such relocation.
Condition of Equipment Space and Building.  Licensor makes no
warranty or representation that the Equipment Space, the Building
or Pathways are suitable for the use described in this Agreement.
Licensee accepts the same "AS IS."  Licensor is under no
obligation to prepare the Equipment Space, Pathways or the
Building for Licensee.  If Licensee discovers asbestos or other
hazardous materials, Licensee shall stop work, notify Licensor and
not resume work until otherwise notified by Licensor.  If Licensor
chooses not to make the affected area suitable for continued
construction, Licensee may terminate this Agreement without
penalty within Thirty (30) days after Licensor's decision not to
make the affected areas suitable for construction and immediately
remove all Equipment and all personalty pursuant to Paragraph 2
hereof.
Interference.  Licensee warrants that its Equipment shall not
interfere with the Building systems or with the communications
facilities of any other user in place as of the date of this
Agreement.  Licensor agrees to use its best efforts to cause the
elimination of any interference with Licensee's signal caused by
Licensor or by any subsequent licensee or Licensee of Licensor in
or on the Building.  Licensor will use reasonable efforts to
relocate Licensee in the event that Licensor is unable to cause
elimination of interference with Licensee's signal caused by the
building owner's subsequent interference.
Indemnification.  It is the intent of the parties that Licensee
shall be responsible for its own activities pursuant to this
Agreement, including insuring against losses or liability with
respect thereto.

(g) Licensee agrees to indemnify and hold Licensor harmless with
respect to any claim, suit, complaint, liability, expense, demand,
or proceeding ("Licensor Claim"), whether or not brought to
judgment, arising out of or concerning the negligence or willful
misconduct of Licensee in the performance or nonperformance of
Licensee's obligations under this Agreement.  The term "Licensor
Claim" shall (i) include liabilities asserted against Licensor by
any third party, regardless of whether such liabilities constitute
special, incidental, indirect, consequential or other damages
sustained by such third party and (ii) exclude any special,
incidental, indirect or consequential damages sustained by
Licensor itself rather than by a third party.
(h) Licensee shall indemnify and hold Licensor harmless from any
and all liens or claims of lien ("Lien"), valid or not, arising
out of the installation, operation, maintenance or removal of the
Equipment and all costs and expenses, including reasonable
attorney's fees, resulting from such Lien. Licensee will not
permit any Liens to be placed on the Equipment Space or Building
or any part thereof.  In the event a Lien is attached to the
Equipment Space or the Building or any portion thereof, Licensee
shall immediately have such Lien removed of record.
(i) Licensor shall have the right, upon giving Licensee written
notice, to require Licensee to defend Licensor against any such
Licensor Claim arising under Paragraph 13(a) or Lien arising under
Paragraph 13(b).  In such event, Licensee shall have the sole
discretion to decide upon the defense to the Licensor Claim or
Lien and with regard to any settlement or other disposition of the
matter.  In all events, Licensee shall pay all costs, including
litigation costs, judgments, decrees, or damages awarded or
resulting from any such Claim or Lien and settlements thereof, and
reasonable attorney's fees.
(j) Upon notice thereof, Licensor shall notify Licensee of any
such Licensor Claim or Lien, and shall cooperate with Licensee in
the defense or settlement of any such Claim or Lien.
Insurance.  Licensee shall obtain and maintain Commercial General
Liability and All Risk Liability insurance against claims by
employees of Licensee under the applicable workers' compensation
act or employers' liability laws, including any employers'
disability insurance laws, and from any and all other claims of
whatever kind or nature for any and all damage to property or for
personal injury, including death to anyone whomsoever, that may
arise from operations in connection with the performance of the
services in the Building by Licensee or by anyone directly or
indirectly engaged or employed by Licensee.  Licensee's Commercial
General Liability and All Risk Liability Insurance shall be
maintained at a minimum combined single limit of One Million
Dollars ($1,000,000) and an Umbrella Insurance of Five Million
Dollars ($5,000,000).  Licensee shall provide Licensor with
certificates evidencing the required coverage from an acceptable
insurance carrier, naming Licensor and its agents as additional
insureds with the provision that the insurer will provide Licensor
Thirty (30) days notice prior to terminating any such policy,
before Licensee begins any construction work in the Building.
Licensor shall maintain such levels of insurance as are customary
in the local market for buildings comparable to the Building.
Insurance policies of Licensee and Licensor shall each contain
waiver of subrogation clauses to the extent permitted by the
respective insurance carriers.
Electricity.   Subject to compliance with any requirements of
Building's owner, Licensor or the local utility provider shall
furnish the electric energy that Licensee reasonably requires for
the Equipment Space.  Licensee shall pay on a monthly basis the
amount reasonably determined by Licensor and without profit to
Licensor for Licensee's electricity consumption.
Condemnation.  If all or any portion of the Building is taken by
eminent domain so that the Building cannot be reasonably used by
Licensee for the purposes for which they are demised pursuant to
this agreement, then at the option of either party this Agreement
may be terminated effective as of the date of the taking and all
Rent reserved hereunder shall be paid to the date of such taking.
The entire award for any total or partial taking shall be paid to
and retained by Licensor.  If any condemnation proceeding shall be
instituted in which it is sought to take or damage any part of the
Building, or if the grade of any street or alley adjacent to the
Building is changed by any competent authority and such change of
grade makes it necessary or desirable to remodel the Building to
conform to the changed grade, Licensor shall have the right to
terminate this Agreement  upon not less than ninety (90) days'
notice prior to the date of termination designated in the notice.
No money or other consideration shall be payable by Licensor to
Licensee for said termination and the Licensee shall have no right
to share in the condemnation award or in any judgement for damages
caused by said condemnation or taking proceeding.
Fire and Other Casualty.  In the event that the Building is made
substantially untenantable by fire or other casualty, including
damage or casualties of war, Licensor shall have no obligation to
restore or repair the same and either party shall have the right
to terminate this Agreement by notice to the other within Ninety
(90) days after the date of such fire or other casualty.  Licensee
shall have no right to any payments of any insurance proceeds
under policies maintained by Licensee until Licensor's interest
has been paid in full from such proceeds.
Damages.  In no event shall either party be liable for incidental,
consequential, indirect, or punitive damages arising from this
Agreement or the Master Agreement.
Assignment. The applicable assignment provisions governing this
Agreement are as set forth in Section 8(a) of the Master
Agreement.
Events of Default by Licensee/Remedies.  The following events
shall be deemed to be Events of Default by Licensee (each an
"Event of Default"):

(k) Licensee shall fail to pay any amounts of money required to be
paid by Licensee under this Agreement, including without
limitation, the Monthly Access Fee and the Variable Rent within
Five (5) business days after receiving notice thereof from
Licensor; or
(l) Licensee shall fail to comply in any material respect with any
provision of this Agreement not requiring the payment of money,
and such failure shall continue for a period of Thirty (30) days
after written notice of such default is given to Licensee,
provided, however, if such condition cannot be reasonably be cured
within such Thirty (30) day period, it instead shall be an Event
of Default if Licensee shall fail to commence to cure such
condition within such Thirty (30) day period and shall thereafter
fail to prosecute such case diligently and continuously to
completion within Ninety (90) days after the date of Licensor's
notice of default; or
(m) Licensee abandons the Equipment Space (as defined in any Site
License Agreement) in the Building.
(i) Upon the occurrence of any Event(s) of Default by Licensee as
provided in Paragraphs 20 (a) or 20 (b) above, Licensor shall have
the option to pursue any one or more of the following remedies
without any further notice or demand for possession whatsoever;
(1) terminate this Agreement, in which event Licensee shall
immediately surrender to Licensor all spaces used by Licensee in
the Building, including, but not limited to, all raceways, roof
space and set-backs, telephone riser closets, mechanical rooms and
other space then being utilized by Licensee in the Building;
(2) enter upon the Building and any spaces in the Building,
including, but not limited to all spaces used by Licensee on an
exclusive or non-exclusive basis and all the raceways, roof space
or set-backs, telephone riser closets, mechanical rooms and/or
other space in the Building used by Licensee and do whatever
Licensee is obligated to do under the terms of this Agreement; and
Licensee agrees to reimburse Licensor on demand for any expenses
which Licensor may incur in so effecting compliance with
Licensee's obligations under this Agreement; and
(3) invoke any remedy allowed at law or in equity, including
injunctive relief.  Mention in this Agreement of any particular
remedy shall not preclude Licensor from any other remedy, in law
or in equity.
Relationship of Parties.  Nothing contained in this Agreement
shall be deemed or construed by the parties hereto or by any third
party to create the relationship of principal and agent,
partnership, joint venture or any association between Licensor and
Licensee.
Counterparts.  This Agreement may be executed in counterparts with
the same effect as if both parties hereto had executed the same
document.  Both counterparts shall be construed together and shall
constitute a single agreement.
Notices.  The applicable notice provisions governing this
Agreement are set forth in Section 8(h) of the Master Agreement.
Confidentiality.  Without the prior written consent of Licensor,
Licensee shall not disclose (i) confidential information obtained
in the performance of this Agreement (ii) the terms and conditions
of this Agreement, or (iii) the terms and conditions of any of the
transactions contemplated by this Agreement, to any third party
(other than to attorneys representing Licensee, accountants of
Licensee, or actual or potential lenders, private investors or
acquirors of Licensee, and each of those parties shall be subject
to this confidentiality provision).
Interpretation.  The headings of this Agreement are for
convenience and identification only and are not intended to
describe, interpret, define or limit the scope, extent, or intent
of this Agreement or any provisions hereof.  Whenever the context
requires, the gender of all words used in this Agreement shall
include the masculine, feminine or neuter, and the number of words
shall include the singular and the plural.
Amendment.  This Agreement shall not be modified, amended or in
any way altered except by an instrument in writing signed by both
parties.
Severability.  If any one or more of the provisions contained in
this Agreement is determined to be illegal, invalid or
unenforceable, such determination shall in no way affect the
legality, validity or enforceability of any other provision of
this Agreement; and any such affected provision shall be modified,
amended or deleted to the extent possible and permissible to give
the fullest effect to the purposes of the parties and to this
Agreement, and the parties hereby declare that they would have
agreed to the remaining parts of this Agreement if they had known
that such other provisions or portions hereof would be determined
to be illegal, invalid or unenforceable.
Press Release.  From time to time during the Term, the parties
will issue mutually approved press releases regarding this
transaction.  The parties agree that neither party shall use each
other's name, trademark or service mark without the other party's
prior written consent, and further, Licensee shall not use the
name of the owner of the Building without the prior written
consent of Licensor.
Brokers/Consultants.   Licensor and Licensee each represent to the
other that there is no broker in this transaction.  Each party
shall indemnify the other against the claims of any broker.
Authority.  Each party represents and warrants that it has the
full power and authority to execute, deliver and perform under
this Agreement.
Jury Trials.  Licensor and Licensee hereby waive trial by jury in
any action or proceeding brought by either against the other with
respect to any matters connected with this Agreement.
Governing Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of New York (without regard
to New York's principles of conflicts of laws).
Quiet Enjoyment. Licensor covenants that Licensee, on paying Rent
and performing the covenants and conditions in this Agreement
contained, shall and may peaceably and quietly have, hold and
enjoy the Equipment Space for the Term aforesaid.

LICENSOR:

DEVNET L.L.C.

By:	FP Enterprises L.L.C., its managing member


By
     Name:
     Title:


LICENSEE:

eSAT, INC.


By
     Name:
     Title:



EXHIBIT A

(Location of Equipment Space)



EXHIBIT B

(Equipment)

SCHEDULE A

(Services)


Exhibit C

Form of Nondisturbance

Nondisturbance and Attornment Agreement


Date:	As of _____________


[NAME AND ADDRESS OF LICENSEE]


Re:	"Building":  [NAME AND ADDRESS OF BUILDING]
	"Provider":  [NAME OF LICENSEE]


Ladies and Gentlemen:

The undersigned, as landlord (together with its successors and
assigns, "Landlord") has previously entered into a
Telecommunications Services Lease Agreement with Devnet L.L.C., as
tenant (together with its successors and assigns, "Devnet"), for
the premises located in the Building (the "Devnet Lease")  In
connection with the Devnet Lease, Provider has requested that
Landlord acknowledge certain access rights which Devnet has
granted to Provider in the Services Agreement between Devnet and
Provider attached as Exhibit A hereto (the "Devnet/Provider
Agreement").  Subject to satisfaction in full of all of the
conditions referred to in this letter agreement, Landlord agrees
that, in the event of the termination of the Devnet Lease or the
enforcement by Landlord of Landlord's rights against Devnet under
the Devnet Lease, for a period ending on the earlier of (i) the
expiration date (including renewals and extensions provided for in
the Devnet/Provider Agreement) set forth in the attached
Devnet/Provider Agreement, and (ii) the expiration date set forth
in the Devnet Lease (as such expiration date set forth in the
Devnet Lease shall have been renewed or extended by Devnet in
accordance with and subject to the provisions of the Devnet
Lease), Landlord will recognize, and will not disturb, access for
the Provider to the Buildings covered by such Devnet Lease,
including, without limitation, Provider's right to use the space
set forth in the Devnet Provider Agreement for the installation of
the Provider's cable television and telecommunications equipment
(the "Equipment Space").

By their execution of this letter agreement, Landlord and Provider
agree as follows:

1. Upon termination of the Devnet Lease for the Building, (i)
Provider shall attorn to and recognize Landlord as landlord under
the Devnet/Provider Agreement; (ii) Landlord shall not be liable
for any act or omission or default of Devnet or for the return of
any security deposit unless actually received by Landlord and
Landlord shall not be subject to any offsets, claims or defenses
which Provider might have against Devnet; (iii) Landlord shall
have no ongoing responsibilities, duties, liabilities or
obligations under the Devnet/Provider Agreement other than the
obligation, at no cost or expense to Landlord, to permit access to
the Building, subject to the limitations of the Devnet/Provider
Agreement, in order to install, operate, maintain, repair and
replace such Provider's cable television and telecommunications
equipment and in order to use the Equipment Space for Provider's
use in installing, operating and maintaining the
telecommunications switch portion of the System; (iv) Provider
shall remit directly to Landlord all payments provided for in, and
shall perform for the benefit of Landlord all other
responsibilities, duties, liabilities and obligations under, the
Devnet/Provider Agreement, and notwithstanding any provisions of
the Devnet/Provider Agreement to the contrary, such payments and
performance by such Provider shall not be conditioned in any way
upon the performance by Landlord of any ongoing responsibilities,
duties, liabilities or obligations except for the permitting of
access; (v) the required payments to Landlord described above
shall include all access fees, reimbursements and other payments
provided for in the Devnet/Provider Agreement, and Landlord shall
not be bound by any prepayments of any such amounts for more than
the current month or period; (vi_ upon request by Landlord at any
time, Provider will confirm in writing to Landlord that such
Provider is bound to Landlord in accordance with the foregoing;
and (vii) Landlord shall not be liable for the performance of or
payment for any restoration work following any damage to or
destruction of the  Building following any fire or other casualty,
unless insurance proceeds actually received by Landlord are
sufficient to pay for such work and the Landlord does not elect to
terminate the Devnet/Provider Agreement.  The provisions described
in this paragraph shall be binding on, and shall inure to the
benefit of, Provider and Landlord and their respective successors
and assigns.

2. Landlord's obligation to recognize, and not disturb, Provider
shall be conditioned upon Provider not being in default, beyond
any applicable notice or grace period, under the Devnet/Provider
Agreement.

3. Provider's right to access shall at all times be conditioned
upon such Provider's complete and timely performance, for the
benefit of Landlord, of all of Provider's payment and other
obligations under the Devnet/Provider Agreement  in accordance
with the provisions of Paragraph 1 above.

4. Provider shall retain ownership of all readily removable
components of the telecommunications system installed by Provider
in the Building, including, without limitation, the
telecommunications switch and all ancillary hardware and software,
any stand-alone HVAC system installed by Provider, power supplies,
rectifiers, fire suppressant system and telephone equipment on
lease to tenants or held in Provider's inventory (hereinafter
"Readily Removable System Equipment").  Provider shall remove such
Readily Removable System Equipment upon the termination of the
Devnet/Provider Agreement, and repair any damage caused by such
removal.

5. Landlord has not, as of the date of this letter agreement, sent
any written notices of default to Devnet in connection with the
Devnet Lease.

6. Any and all prior agreements between Landlord and Provider with
respect to the Building are hereby terminated effective as of the
date hereof.

7. The election by Landlord's mortgagee, if any, not to accept
attornment from provider shall not be a breach by Landlord under
this letter agreement.

8. This letter agreement shall not relate to any modification of
the Devnet/Provider Agreement after the date hereof.

9. The Devnet/Provider Agreement and any extensions, renewals,
replacements or modifications thereof, and all of the right, title
and interest of Provider in and to the Building or any portion
thereof are and shall be subject and subordinate to the Devnet
Lease (and to all agreements and interests to which the Devnet
Lease is subject and subordinate) and to all of the terms and
conditions contained therein, and to any and all renewals,
modifications, replacements, consolidations and extensions thereof
and to the rights of Landlord thereunder, all without regard to
the order of execution and delivery of the Devnet Lease (or such
other agreements or the creation of such other interests) and the
Devnet/Provider Agreement.

10. Landlord and Provider agree that this letter agreement shall
bind and inure to the benefit of Landlord and Provider and their
respective successors and assigns.

Very truly yours,

[NAME OF LANDLORD]


By: _______________________
Name:
Title:


Terms agreed to and accepted this
____ day of __________, ______.

[NAME OF PROVIDER]


By: _______________________
Name:
Title:

5



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