AT&T MASTER AGREEMENT

                             MA Reference No. 15137


<PAGE>

GENERAL TERMS AND CONDITIONS
The following  terms and conditions  shall apply to the provision and use of the
products and services  ("Service"  or  "Services")  provided by AT&T pursuant to
this Agreement.

1.0      DEFINITIONS

1.1  "Affiliate" of a party means any entity that controls,  is controlled by or
is under common control with such party,  and in the case of AT&T, it also means
any  entity  which  AT&T has  authorized  to offer  any  Service  or part of any
Service.

1.2  "Content"  means   information  made  available,  displayed  or transmitted
in connection with a Service (including,  without  limitation,  information made
available  by means of an HTML "hot  link",  a third  party  posting  or similar
means)  including  all  trademarks,  service  marks and domain  names  contained
therein as well as the contents of any bulletin boards or chat forums,  and, all
updates, upgrades, modifications and other versions of any of the foregoing.

1.3 "User" means anyone who uses or accesses any Service  purchased by You under
this Agreement.

2.0      CHARGES AND BILLING
2.1 You shall pay AT&T for Your and Users' use of the  Services at the rates and
charges specified in the Attachments, without deduction, setoff or delay for any
reason.  Charges set forth in the  Attachments  are exclusive of any  applicable
taxes.  You may be required at any time to pay a deposit if AT&T determines that
You are not creditworthy.

2.2 You shall pay all shipping  charges,  taxes  (excluding  those on AT&T's net
income) and other  similar  charges  (and any related  interest  and  penalties)
relating  to the sale,  transfer of  ownership,  installation,  license,  use or
provision  of  the  Services,  except  to  the  extent  a  valid  tax  exemption
certificate  is provided by You to AT&T prior to the delivery of  Services.  2.3
Payment in U.S.  currency  is due within  thirty (30) days after the date of the
invoice and shall refer to the invoice number. Restrictive endorsements or other
statements on checks  accepted by AT&T will not apply.  You shall reimburse AT&T
for all costs  (including  reasonable  attorney fees) associated with collecting
delinquent or dishonored  payments.  At AT&T's option,  interest  charges may be
added to any past due amounts at the lower of 1.5% per month or the maximum rate
allowed by law.

3.0      RESPONSIBILITIES OF THE PARTIES

3.1 AT&T agrees to provide  services to You,  subject to the availability of the
Services,  in  accordance  with the terms  and  conditions,  and at the  charges
specified  in  this   Agreement,   consistent   with  all  applicable  laws  and
regulations.  3.2 You shall  assure that Your and Users' use of the Services and
Content  will at all times  comply with all  applicable  laws,  regulations  and
written  and  electronic  instructions  for  use.  AT&T  reserves  the  right to
terminate affected Attachments, suspend affected Services, and/or remove Your or
Users' Content from the Services,  if AT&T  determines  that such use or Content
does not conform with the requirements set forth in this Agreement or interferes
with AT&T's ability to provide Services to You or others or receives notice from
anyone that Your or Users' use or content  may violate any laws or  regulations.
AT&T's  actions or inaction  under this Section shall not  constitute  review or
approval of Your or Users' use or Content.  AT&T will use reasonable  efforts to
provide notice to You before taking action under this section
<PAGE>

4.0      USE OF INFORMATION

4.1 All documentation, technical information, Software, business information, or
other materials that are disclosed by either party to the other in the course of
performing   this  Agreement   shall  be  considered   proprietary   information
("INFORMATION") of the disclosing party, provided such information is in written
or other tangible form that is clearly marked as "propriety" or  "confidential".
This  Agreement  shall be deemed to be AT&T and Your  INFORMATION.  Your Content
shall be deemed to be Your INFORMATION.

4.2 Each party's INFORMATION shall, for a  period  of three (3) years  following
its disclosure (except in the case of Software,  for an indefinite period):  (i)
be held in  confidence;  (ii) be used  only  for  purposes  of  performing  this
Agreement (including in the case of AT&T, the ability to monitor and record Your
transmissions in order to detect fraud, check quality, and to operate,  maintain
and repair the  Services)  and using the  Services;  and (iii) not be  disclosed
except to the  receiving  party's  employees,  agents and  contractors  having a
need-to-know (provided that such agents and contracts are not direct competitors
of either  party and agree in  writing  to use and  disclosure  restrictions  as
restrictive as this Article 4), or to the extent  required by law (provided that
prompt  advance  notice  is  provided  to the  disclosing  party  to the  extent
practicable).

4.3 The  restrictions in this Article shall not apply to any  information  that:
(i) is  independently  developed  by the  receiving  party;  or (ii) is lawfully
received by the receiving party free of any obligation to keep it  confidential;
or (iii) becomes generally  available to the public other than by breach of this
Agreement.

5.0      PUBLICITY AND MARKS

5.1 No public  statements or  announcements  relating to this Agreement shall be
issued by either party without the prior written consent of the other party.

5.2  Each party agrees not to display or use, in advertising  or otherwise,  any
of the other  party's  trade names,  logos,  trademarks,  service marks or other
indicia of origin (collectively "Marks") without the other party's prior written
consent, provided that such consent may be revoked at any time.

6.0      SOFTWARE

6.1 AT&T  grants You a  personal,  non-transferable  and  non-exclusive  license
(without the right to  sublicense) to use, in object code form, all software and
associated  written and electronic  documentation and data furnished pursuant to
the Attachments  (collectively,  the  Software"),  solely in connection with the
Services  and  solely in  accordance  with  applicable  written  and  electronic
documentation.  You will  refrain  from  taking any steps to  reverse  assemble,
reverse compile or otherwise  derive a source code version of the Software.  The
Software  shall at all times remain the sole and  exclusive  property of AT&T or
its  suppliers.  "Third-Party  Software"  means  Software that bears a copyright
notice  of  a  third  party.  "AT&T  Software  means  all  Software  other  than
Third-Party Software.

6.2  You shall not copy or download the Software, except to the extent expressly
provided otherwise in the applicable  documentation of the Service or in writing
signed by AT&T. Any copy must contain the same  copyright  notices and propriety
markings as the original Software.

6.3  You  shall  assure  that Your  Users  comply with the terms and  conditions
of this Article 6.

6.4  Term of the  license  granted  hereunder  shall  be  coterminous  with  the
Attachment  which  covers  the  Software.

6.5 You  agree  to  comply  with  any additional restrictions  that are provided
with any Third-Party  Software.

6.6  AT&T  warrants  that  all  AT&T  Software  will  perform  substantially  in
accordance with its applicable published specifications during a warranty period
of ninety (90) days  beginning  on the date of delivery of the AT&T  Software to
You. If you return to AT&T, within the ninety (90) day warranty period, any AT&T
Software that does not comply with this warranty, then AT&T, at its option, will
either  repair or replace the portion of the AT&T  Software that does not comply
or refund the amount paid by You for such  failed or  defective  AT&T  Software.
This warranty  will apply only if the AT&T  Software is used in accordance  with
the terms of this Agreement and is not altered, modified or tampered with by You
or Users.
<PAGE>

7.0      ADJUSTMENTS TO MINIMUM PURCHASE COMMITMENTS
In the  event  of a  business  downturn  beyond  Your  control,  or a  corporate
divestiture,  merger, acquisition or significant restructuring or reorganization
using other AT&T  Services,  or reduction  of the rates and charges,  or chronic
Service failures,  or force majeure events, any of which  significantly  impairs
your ability to meet Your minimum purchase commitments under an Attachment, AT&T
will offer to adjust the  affected  commitments  so as to reflect  Your  reduced
traffic  volumes,  after  taking into  account the effect of such a reduction on
AT&T's cost and the AT&T prices that would otherwise be available at the revised
purchase  commitments  levels.  If we reach mutual agreement on revised purchase
commitments,  we will amend or replace the affected  Attachment  as  applicable.
This provision  shall not apply to a change  resulting from a decision by You to
transfer portions of Your traffic or projected growth to service providers other
than AT&T.  You must give AT&T written notice of the conditions You believe will
require the application of this provision.  This provision does not constitute a
waiver of any charges,  including  shortfall  charges,  incurred by You prior to
amendment or replacement of the affected Attachment.

8.0      FORCE MAJEURE
Neither AT&T nor You shall be liable for any delay, failure in performance, loss
or damage due to:  fire,  explosion,  power  blackout,  earthquake,  flood,  the
elements,  strike, embargo, labor disputes, acts of civil or military authority,
war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory
or  governmental  agencies,  or other  causes  beyond  such  party's  reasonable
control, whether or not similar to the foregoing, except that Your obligation to
pay for charges incurred for Services received by You shall not be excused.

9.0      LIMITATIONS OF LIABILITY

9.1 For purposes of all  exclusive  remedies and  limitations  of liability  set
forth in this Agreement or any Attachment,  "AT&T" shall be defined as AT&T, its
Affiliates,   and  its  and  their  employees,   directors,   officers,  agents,
representatives,   subcontractors,   interconnection   service   providers   and
suppliers; and   "You"  shall be  defined  as You,  Your  Affiliates,  and  Your
and  their employees, directors, officers,  agents,  and  representatives;   and
"Damages" will  refer  collectively  to  all  injury,  damage,  liability, loss,
penalty, interest and expense  incurred.

9.2 EITHER PARTY'S ENTIRE  LIABILITY AND THE OTHER PARTY'S  EXCLUSIVE  REMEDIES,
FOR ANY DAMAGES  CAUSED BY ANY SERVICE  DEFECT OR FAILURE,  OR FOR OTHER  CLAIMS
ARISING IN CONNECTION WITH ANY SERVICE OR OBLIGATIONS UNDER THIS AGREEMENT SHALL
BE: (i) FOR BODILY INJURY OR DEATH TO ANY PERSON,  OR REAL OR TANGIBLE  PROPERTY
DAMAGE,  NEGLIGENTLY  CAUSED  BY A PARTY,  OR  DAMAGESARISING  FROM THE  WILLFUL
MISCONDUCT  OF A PARTY OR ANY BREACH OF ARTICLES 4 OR 5, THE OTHER PARTY'S RIGHT
TO PROVEN DIRECT DAMAGES; (ii) FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES
SET FORTH IN SECTION 6.6;  (iii) FOR  INTELLECTUAL  PROPERTY  INFRINGEMENT,  THE
REMEDIES  SET FORTH IN ARTICLE 11;  (iv) FOR DAMAGES  OTHER THAN THOSE SET FORTH
ABOVE AND NOT EXCLUDED UNDER THIS  AGREEMENT,  EACH PARTY'S  LIABILITY  SHALL BE
LIMITED TO PROVEN  DIRECT  DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE  AGGREGATE
DURING ANY TWELVE (12) MONTH  PERIOD) AN AMOUNT  EQUAL TO THE TOTAL NET PAYMENTS
MADE BY YOU FOR THE AFFECTED SERVICE DURING THE THREE (3) MONTHS  PRECEDEING THE
MONTH IN WHICH THE DAMAGE OCCURRED. THIS SHALL NOT LIMIT YOUR RESPONSIBILITY FOR
THE PAYMENT OF ALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT.

9.3 EXCEPT FOR THE  PARTIES'  ARTICLE 11  OBLIGATIONS,  NEITHER  PARTY  SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,
RELIANCE OR SPECIAL  DAMAGES,  INCLUDING  WITHOUT  LIMITATION,  DAMAGES FOR LOST
PROFITS,  ADVANTAGE,  SAVINGS  OR  REVENUES  OF ANY  KIND OR  INCREASED  COST OF
OPERATIONS.

9.4 AT&T ALSO SHALL NOT BE LIABLE FOR ANY DAMAGES  ARISING OUT OF OR RELATING TO
INTEROPERABILITY,  ACCESS OR  INTERCONNECTION OF THE SERVICES WITH APPLICATIONS,
EQUIPMENT,  SERVICES,  CONTENT OR  NETWORKS  PROVIDED  BY YOU OR THIRD  PARTIES;
SERVICE  INTERRUPTIONS  OR  LOST  OR  ALTERED  MESSAGES  OR  TRANSMISSIONS;  OR,
UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF YOUR, USERS'
OR THIRD PARTIES' APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR
SYSTEMS.

9.5 EXCEPT AS EXPRESSLY  PROVIDED IN THIS  AGREEMENT,  AT&T MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AND SPECIFICALLY  DISCLAIMS ANY WARRANTY ARISING BY USAGE OF
TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. EQUIPMENT PROVIDED BY AT&T IN
CONJUCTION  WITH A SERVICE IS PROVIDED ON AN "AS IS" BASIS.

9.6 THE  LIMITATIONS  OF LIABILITY SET FORTH IN THIS  AGREEMENT  SHALL ALLY: (I)
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE; AND (ii) WHETHER OR NOT DAMAGES WERE FORSEEABLE. THESE LIMITATIONS OF
LIABILITY  SHALL  SURVIVE  FAILURE OF ANY  EXCLUSIVE  REMEDIES  PROVIDED IN THIS
AGREEMENT.

10.0     TERMINATION

10.1 If a party fails to perform or observe any  material  term or  condition of
this Agreement and the failure  continues  unremedied for thirty (30) days after
receipt of  written  notice,  (i) the other  party may  terminate  for cause any
Attachment affected by the breach, or (ii) where the failure is a non-payment by
You of any  charge  when due,  AT&T may,  at its  option,  terminate  or suspend
Service or require a deposit under affected Attachments.
<PAGE>

10.2 An Attachment  may be terminated  immediately  upon written  notice by; (i)
either party if the other party has violated the other  party's  Marks,  becomes
insolvent or involved in a liquidation or  termination of its business,  files a
bankruptcy petition, has an involuntary bankruptcy petition filed against it (if
not dismissed within thirty (30) days of filing),  becomes adjudicated bankrupt,
or becomes  involved in an assignment for the benefit of its creditors;  or (ii)
either party due to a material breach of any provision of Article 4.

10.3 You shall be  responsible  for  payment of all charges  under a  terminated
Attachment  incurred as of the effective date of termination.  You shall also be
liable to AT&T for Termination Charges, if specified in a terminated Attachment,
in the event that AT&T  terminates  under Section 10.1 or 10.2, or You terminate
without cause.

11.0     FURTHER RESPONSIBILITIES

11.1  AT&T  agrees to defend  or  settle  any claim  against  You and to pay all
Damages that a court may award  against You in any suit,  that alleges a Service
infringes any patent,  trademark,  copyright or trade  secret,  except where the
claim  or  suit  arises  out  of  or  results  from:  Your  or  User's  Content;
modifications  to the  Service or  combinations  of the  Service  with  non-AT&T
services  or  products,  by You or  others;  AT&T's  adherence  to Your  written
requirements;  or, use of the Service in violation of this Agreement.  You agree
to defend or settle, at Your own expense and without prejudice to AT&T or AT&T's
continued  provisioning  of the  Service to You or  others,  all claims or suits
against  AT&T  covered by the  exceptions  in the  preceding  sentence and shall
immediately cease any activity which gives rise to the alleged infringement. The
indemnifying  party will also pay all Damages  and costs that by final  judgment
may be  assessed  against  the  indemnified  party  due to  infringement  by the
indemnifying party.

11.2 Whenever  AT&T is  responsible  under Section 11.1,  AT&T may at its option
either procure the right for You to continue using, or may replace or modify the
alleged  infringing  Service so that the Service becomes  noninfringing,  but if
those  alternatives  are not  reasonably  achievable,  AT&T  may  terminate  the
affected Attachment without liability other than as stated in Section 11.1.

11.3  AT&T  grants  to You the  right  to  permit  Users to  access  and use the
Services,  provided that You shall remain solely  responsible for the access and
use by any User of the Services.  You shall defend,  indemnify and hold harmless
AT&T from and all Damages  arising out of third party claims relating to Your or
Users' use of the Service or Content or performance of the Service.

11.4The indemnified party under this Article 11: (i) must notify the other party
in writing promptly upon learning of any claim or suit for which indemnification
may be sought, provided that failure to do so shall have no effect except to the
extent  the other  party is  prejudiced  thereby;  (ii)  shall have the right to
participate in such defense or settlement  with it's own counsel and at its sole
expense, but acknowledges that the other party shall have control of the defense
or  settlement  with its own counsel and at its sole expense,  but  acknowledges
that the other party shall have control of the defense or settlement;  and (iii)
shall reasonably cooperate with the defense.

12.0       GENERAL PROVISIONS

12.1 Any  supplement,  modification or waiver of any provision of this Agreement
must be in writing and signed by authorized  representatives  of both parties. A
waiver by either  party of any breach of this  Agreement  shall not operate as a
waiver of any other breach of this Agreement.

12.2 This  Agreement  may not be  assigned  by either  party  without  the prior
written  consent of the other,  except that either party may,  without the other
party's consent,  assign this Agreement or any Attachment to a present or future
Affiliate  or  successor,  provided  that any such  assignment  by You  shall be
contingent  upon  AT&T  determining  the  assignee  to be  creditworthy  and  in
compliance with any eligibility criteria for the Services.  AT&T may subcontract
work to be performed under this Agreement,  but shall retain  responsibility for
all such work.

12.3 If any portion of this  Agreement  is found to be invalid or  unenforceable
portions  that are  essential  parts of this  Agreement.

12.4 Any legal  action  arising in  connection  with this  Agreement  must begin
within two (2) years after the cause of action arises.

12.5 All notices under this  Agreement  shall be in writing and either mailed by
certified or registered mail, postage prepaid return receipt requested,  sent by
express courier or hand delivered and addressed to each party at the address set
forth on the  cover  page of this  Agreement  or,  if the  notice  relates  to a
specific  Attachment,  the address set forth in such  Attachment,  or such other
address that a party indicates in writing.

12.6 State law issues concerning construction, interpretation and performance of
this  Agreement  shall be  governed by the  substantive  law of the State of New
York,  excluding  its choice of law  rules.  The United  Nations  Convention  on
Contracts for International Sale of Goods shall not apply.

12.7 This Agreement does not provide any third party (including  Users) with any
remedy,  claim,  liability,  reimbursement,  cause of action  or other  right or
privilege.

12.8 The  respective  obligations  of You and AT&T,  which by their nature would
continue  beyond  the  termination  or  expiration  of any  Attachment  or  this
Agreement,    including,   without   limitation,   the   obligations   regarding
confidentiality,  publicity  and Marks,  and  limitations  of  liability,  shall
survive termination or expiration.

12.9 THIS AGREEMENT  CONSTITUTES THE ENTIRE  AGREEMENT  BETWEEN THE PARTIES WITH
RESPECT  TO THE  SERVICES.  THIS  AGREEMENT  SUPERSEDES  ALL  PRIOR  AGREEMENTS,
PROPOSALS,  REPRESENTATIONS,  STATEMENTS OR  UNDERSTANDINGS,  WHETHER WRITTEN OR
ORAL, OR THE RIGHTS AND  OBLIGATIONS  RELATING TO THE SERVICES.  THIS  AGREEMENT
SHALL NOT BE  CONTRADICTED,  OR SUPPLEMENTED BY ANY WRITTEN OR ORAL  STATEMENTS,
PROPOSALS,  REPRESENTATIONS,   ADVERTISEMENTS,   SERVICE  DESCRIPTIONS  OR  YOUR
PURCHASE ORDER FORMS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN ATTACHMENT.