<PAGE>

                                                                    EXHIBIT 10.9

                                  INFLOW, INC.
                         DATA CENTER SERVICES AGREEMENT



          This Data Center Services Agreement ("Agreement") is made and entered
into on this ___ day of ___________, 19__ ("Effective Date") by and between
InFlow, Inc., a Delaware corporation doing business in Colorado as InflowNet,
Inc. ("INFLOW") with a principal place of business at 1860 Lincoln Street #305,
Denver, CO 80295 and _____________________, a ________________________________
corporation ("Customer") with a principal place of business at
___________________________________________________.

          WHEREAS, INFLOW provides colocation services in the telecommunications
market at its data center located at 1860 Lincoln Street, Suite 305, Denver,
Colorado 80296 (the "Data Center");

          WHEREAS, INFLOW desires to provide Customer with, and Customer desires
to receive, services at the Data Center for Customer's telecommunications
equipment, as provided herein;

          WHEREAS, Customer will be entitled to house telecommunications
equipment at a specific location within the Data Center, as provided herein;

          WHEREAS, Exhibit A to this Agreement identifies the services that
                   ---------
INFLOW will provide to Customer, subject to the terms of this Agreement;

          WHEREAS, INFLOW and Customer may, from time to time after the date
hereof, execute one or more modifications of this Agreement, in the form
attached as Exhibit E, to change the services that INFLOW will provide to
            ---------
Customer (collectively, the "Service Change Forms");

          NOW, THEREFORE, the parties hereto agree as follows:

          1. SERVICES AND CUSTOMER EQUIPMENT. Subject to the terms and
          conditions of this Agreement, during the term of this Agreement:

               a. Data Center Services. INFLOW will provide to Customer the
          services described in Exhibit A, as modified by any Service Change
                                ---------
          Forms (the "Data Center Services").

               b. Customer Area. The "Customer Area" will mean the location
          within the Data Center that INFLOW designates for placement of
          Customer Equipment.

               c. Customer Equipment. As part of the Data Center Services,
          Customer will have a license to install, maintain, use, operate,
          monitor, repair and replace in the Customer Area the equipment set
          forth in Exhibit B (the "Customer Equipment"). Customer may not use
                   ---------
          the Customer Area for any other purpose. Customer has not been granted
          any real property interest in the Customer Area or any other portion
          of INFLOW's premises.

               d. Service Change Forms. INFLOW and Customer may agree to execute
          one or more Service Change Forms at any time and from time to time
          after the date of this Agreement. Any such Service Change Forms shall
          be incorporated into this Agreement and shall become a part hereof. In
          the event of any discrepancies between this Agreement, any Service
          Change Form and any subsequent Service Change Form, regarding the Data
          Center Services or otherwise, the Service Change Form with the most
          recent date shall control. Nothing in this paragraph or any other
          provision of this Agreement shall obligate INFLOW or Customer to agree
          to any Service Change Form. Each party shall have the absolute right
          to refuse any proposal to change the terms of this Agreement as they
          exist now or at any future time.

          2. FEES AND BILLING. Customer will pay INFLOW all fees and charges set
          forth below for the Data Center Services provided hereunder. All
          payments required by this Agreement are exclusive of sales tax and
          other federal, state, municipal or other governmental taxes now in
          force or enacted in the future, all of which Customer will be
          responsible for and will pay in full except for any federal or state
          income taxes payable by INFLOW.

               a. Installation Fees. Customer will pay all installation fees
          identified in Exhibit A on the Installation Payment Date as set forth
                        ---------
          in Exhibit A or fifteen calendar days after any Customer Equipment has
             ---------
          been placed within the Data Center, whichever date is earlier.
          Customer shall pay all installation fees identified in any Service
          Change Form within thirty (30) days of the date of invoice therefor,
          or as otherwise agreed in such Service Change Form.

               b. Usage Fees and Other Charges. Customer shall pay recurring
          fees for Data Center Services from and after the earlier to occur of
          (i) the "Installation Date" indicated in Exhibit A, regardless of
                                                   ---------
          whether Customer has commenced use of the Data Center Services, unless
          Customer is unable to install the Customer Equipment by the
          Installation Date due to a default by INFLOW, in which case billing
          will not begin until the date INFLOW has remedied such default and
          (ii) the date the Customer Equipment is placed in the Customer Area.
          In the event that any Service Change Form specifies additional Data
          Center Services, Customer will pay for such additional services from
          and after the date INFLOW first provides such additional Data Center
          Services to Customer or as otherwise agreed in such Service Change
          Form.

               c. Billing and Payment Terms. Customer will be billed monthly, in
          arrears, for recurring fees for the provision of Data Center Services,
          and payment of such fees and charges will be due within thirty (30)
          days of the date of each INFLOW invoice. All payments will be made in
          U.S. dollars. Late payments hereunder will accrue interest at a rate
          of one and one-half percent (1 1/2%) per month, or the highest rate
          allowed by applicable law, whichever is lower. If Customer makes a
          late payment hereunder or if in its judgement INFLOW determines that
          Customer is not creditworthy or is otherwise not financially secure,
          INFLOW will have the right, upon written notice to Customer, to
          require full payment before the provision of Data Center Services or
          other assurances to secure Customer's payment obligations hereunder.

          3. RIGHTS AND OBLIGATIONS

               a. Compliance with Law and Rules and Regulations. Customer will
          comply at all times with all applicable laws and regulations with
          respect to the Customer Equipment and Customer's use thereof. Customer
          will also comply at all times with INFLOW's general rules and
          regulations relating to its provision of Data Center Services, as
          initially set forth in Exhibit D and as updated by INFLOW from time to
                                 ---------
          time (the "Rules and Regulations"). Customer acknowledges that INFLOW
          exercises no control whatsoever over the content of information
          passing through the Customer Equipment and equipment and facilities
          used by INFLOW to provide Data Center Services, and that it is the
          sole responsibility of Customer to ensure that the information it
          transmits and receives complies with all applicable laws and
          regulations.

               b. Customer's Costs. INFLOW will be responsible only for those
          costs incurred by INFLOW to provide the Data Center Services pursuant
          to this Agreement. Customer agrees that it will be solely responsible
          for all costs and expenses that it incurs in connection with this
          Agreement and the Customer Equipment.

                                                                          Page 1
<PAGE>

               c. Access and Security. INFLOW will provide three (3) security
          system badges to Customer for entry into the Data Center. INFLOW will
          provide Customer with one (1) key for each of the Customer Cabinets
          and will maintain a spare at the Data Center. Customer will give
          written notice to INFLOW of the individuals who are authorized by
          Customer to have access to the Customer Area (the "Permitted
          Individuals"). INFLOW will maintain a list of the Permitted
          Individuals and will have the right to limit Customer's access to the
          Data Center solely to the Permitted Individuals. Subject to the terms
          of this Agreement and the Rules and Regulations, the Permitted
          Individuals will have access to the Customer Area at all times. While
          in the Data Center, each individual representing or otherwise entering
          for or on behalf of Customer (each, a "Representative") will comply at
          all times with the terms of this Agreement and with all of the Rules
          and Regulations. Without limiting the foregoing, each Representative
          will comply with INFLOW's security and safety procedures, including
          without limitation, sign-in, identification and escort requirements.
          INFLOW may refuse entry to, or require the immediate departure of, any
          individual who (i) is disorderly, (ii) has failed to comply with this
          Agreement or the Rules and Regulations, or (iii) has failed to comply
          with any of INFLOW's other procedures and requirements after being
          notified of them.

               d. No Competitive Services. Customer may not at any time permit
          any Data Center Services to be utilized for the provision of any
          services that compete with any INFLOW services, without INFLOW's prior
          written consent.

               e. Interconnection. Unless expressly authorized pursuant to the
          prior written consent of INFLOW, Customer will not interconnect its
          equipment with equipment or services of other entities within the Data
          Center or another INFLOW data center.

               f. Damage Prevention. Customer and its Representatives will
          refrain from using any facilities, equipment, tools, materials,
          apparatus, or methods that, in INFLOW's sole judgment, might cause
          damage to the Data Center or otherwise interfere with INFLOW
          operations or the equipment or operations of any other INFLOW
          customer. INFLOW reserves the right to take any reasonable action to
          prevent harm to the services, personnel or property of INFLOW (and its
          affiliates, vendors, and customers).

               g. Safeguarding of Tools. Customer's Representatives may bring
          small tools and portable test equipment into the Data Center provided
          that they remove the same upon their departure from the Data Center.
          Customer will be responsible for the care and safeguarding of all such
          tools and test equipment. Customer's Representatives may not bring any
          other equipment, material, or apparatus into the Data Center without
          INFLOW's prior written consent. In particular, and without limiting
          the foregoing, Customer's Representatives may not bring into the Data
          Center any of the following: wet cell batteries, explosives, flammable
          liquids or gases, alcohol, controlled substances, weapons, cameras,
          and similar equipment and materials.

               h. Inspection. INFLOW and its designees may inspect or observe
          Customer's equipment (including, but not limited to, the Customer
          Equipment) at any time. If the Customer Equipment is in a security
          enclosure, Customer will furnish INFLOW with the appropriate keys or
          information needed to enter the enclosure.

               i. Security Procedures. INFLOW will (i) establish security
          procedures which it determines are appropriate and cost effective to
          monitor and control access to the Data Center, and (ii) make
          reasonable efforts to enforce such procedures.

               j. Temperature. INFLOW will (i) monitor the temperature in the
          Data Center at reasonable intervals, and (ii) undertake such measures
          as it determines are appropriate and cost-effective to generally
          maintain a temperature in the Data Center of no more than seventy (70)
          degrees Fahrenheit.

          4. INSURANCE

               a. Minimum Levels of Customer's Insurance. During the term of
          this Agreement, Customer will keep in full force and effect: (i)
          comprehensive general liability insurance in an amount not less than
          one million dollars ($1,000,000) per occurrence for bodily injury and
          property damage; (ii) employer's liability insurance; (iii) workers'
          compensation insurance in an amount not less than that required by
          applicable law; and (iv) all risk casualty insurance covering the
          Customer Equipment in the amount of its full replacement value.
          Customer also agrees that it will maintain, and will be solely
          responsible for ensuring that its agents (including contractors and
          subcontractors) maintain, other insurance at levels no less than those
          required by applicable law and customary in Customer's and its agents'
          industries. Each policy must contain a provision that the insurance
          policy, and the coverage that it provides, will be primary and
          noncontributing with respect to any policies carried by INFLOW.

               b. Minimum Levels of INFLOW's Insurance. During the term of this
          Agreement, INFLOW will keep in full force and effect: (i)
          comprehensive general liability insurance in an amount not less than
          one million dollars ($1,000,000) per occurrence for bodily injury and
          property damage; (ii) employer's liability insurance; (iii) workers'
          compensation insurance in an amount not less than that required by
          applicable law; and (iv) all risk casualty insurance covering INFLOW's
          personal property and premises in the building in the amount of its
          full replacement value.

               c. Naming INFLOW as an Additional Insured. Customer agrees that
          prior to the installation of any Customer Equipment, Customer will
          cause its insurance provider(s) to name INFLOW as an additional
          insured and notify INFLOW in writing of the effective date thereof

               d. Evidence of Insurance. Prior to installation of any Customer
          Equipment in the Customer Area, Customer will furnish INFLOW with
          certificates of insurance which evidence the minimum levels of
          insurance set forth above. Customer will provide INFLOW at least
          thirty (30) days advance written notice of any termination,
          cancellation, or material change in coverage.

               e. Acceptable Insurance Companies. All of the insurance required
          in this Agreement will be issued by responsible insurance companies
          authorized to issue insurance in Colorado rated B VII or higher by
          Best's Insurance Rating Service, or an equivalent rating if Best's
          rating system is changed or discontinued.

               f. Waiver of Right of Recovery; Waiver of Subrogation. Neither
          party, nor its officers, directors, shareholders, employees, agents or
          invitees, will be liable to the other party or to any insurance
          company insuring the other party (by way of subrogation or otherwise)
          for any loss or damage to its equipment or property within the Data
          Center, or for loss of business revenue or extra expense arising out
          of or related to its equipment or property within the Data Center. The
          foregoing waiver applies to the extent the loss or damage is covered
          by: (i) the injured party's insurance; or (ii) the insurance the
          injured party is required to carry under this Agreement, whichever is
          greater.

                                                                          Page 2
<PAGE>

          5. CONFIDENTIAL INFORMATION

               a. Confidential Information. Each party acknowledges that it may
          have access to certain confidential information of the other party
          concerning the other party's business, plans, customers, technology,
          and products, including the terms and conditions of this Agreement
          ("Confidential Information"). Confidential Information will include,
          but not be limited to, each party's proprietary software and customer
          information. Each party agrees that it will not use in any way, for
          its own account or the account of any third party, except as expressly
          permitted by this Agreement, nor disclose to any third party (except
          as required by law or to that party's attorneys, accountants and other
          advisors as reasonably necessary and subject to the confidentiality
          provision hereof), any of the other party's Confidential Information
          and will take reasonable precautions to protect the confidentiality of
          such information.

               b. Exceptions. Information will not be deemed Confidential
          Information hereunder if such information: (i) is rightfully known to
          the receiving party prior to receipt from the disclosing party
          directly or indirectly from a source other than one having an
          obligation of confidentiality to the disclosing party; (ii) becomes
          known (independently of disclosure by the disclosing party) to the
          receiving party directly or indirectly from a source other than one
          having an obligation of confidentiality to the disclosing party; (iii)
          becomes publicly known or otherwise ceases to be secret or
          confidential, except through a breach of this Agreement by the
          receiving party; or (iv) is independently developed by the receiving
          party.

          6. REPRESENTATIONS AND WARRANTIES

               a. Warranties by Customer

                    i. Customer Equipment. Customer represents and warrants that
               it owns or has the legal right and authority, and will continue
               to own or maintain the legal right and authority during the term
               of this Agreement, to place and use the Customer Equipment as
               contemplated by this Agreement. ii. Customer's Business. Customer
               represents and warrants that Customer's services, products,
               materials, data, information and Customer Equipment used by
               Customer in connection with this Agreement as well as Customer's
               and its permitted customers' and users' use of the Data Center
               Services (collectively, "Customer's Business") does not as of the
               Installation Date, and will not during the term of this Agreement
               operate in any manner that would violate any applicable law or
               regulation.

                    iii. Rules and Regulations. Customer has read the Rules and
               Regulations and represents and warrants that Customer and
               Customer's Business are currently in full compliance with the
               Rules and Regulations, and will remain so at all times during the
               term of this Agreement.



               b. Warranties and Disclaimers by INFLOW

                    i. Service Level Warranty. INFLOW's warranty for providing
               Data Center Services to Customer is set forth in Exhibit C.
                                                                ---------
               INFLOW's maintenance of the Data Center and Data Center Services,
               as described in paragraph 18 of the Rules and Regulations, will
               not be deemed to be a failure of INFLOW to provide Data Center
               Services under the warranty in Exhibit C. The warranty in Exhibit
                                              ---------                  -------
               C does not apply to any Data Center Services that expressly
               -
               exclude such warranty. Exhibit C sets forth Customer's sole and
                                      ---------
               exclusive remedy for any failure by INFLOW to provide Data Center
               Services.

                    ii. No Other Warranty. EXCEPT FOR ANY EXPRESS WARRANTY SET
               FORTH IN EXHIBIT C, THE DATA CENTER SERVICES ARE PROVIDED ON AN
                        ---------
               "AS IS" BASIS, AND CUSTOMER'S USE OF THE DATA CENTER SERVICES IS
               AT ITS OWN RISK. INFLOW DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY
               AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT
               NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
               PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES
               ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
               WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INFLOW DOES NOT
               WARRANT THAT THE DATA CENTER SERVICES WILL BE UNINTERRUPTED,
               ERROR-FREE, OR SECURE.

                    iii. Actions of Third Party. Without limiting the foregoing
               disclaimer, Customer specifically acknowledges that INFLOW's
               network services beyond its Data Center premises are provided or
               controlled by third parties. At times, actions or inactions
               caused by these third parties can produce situations in which
               INFLOW's customers' connections to telecommunication networks (or
               portions thereof) may be impaired or disrupted. Although INFLOW
               will use commercially reasonable efforts to take any actions it
               deems appropriate to remedy and avoid such events, INFLOW cannot
               guarantee that they will not occur. Accordingly, so long as
               INFLOW acts in a commercially reasonable manner as described
               above, INFLOW will have no liability whatsoever resulting from or
               related to such events.

          7. LIMITATIONS OF LIABILITY

               a. Personal Injury. Each Representative visiting the Data Center
          does so at its own risk and INFLOW will have no liability whatsoever
          for any harm to such persons resulting from any cause other than
          INFLOW's gross negligence or willful misconduct resulting in personal
          injury to such persons during such a visit.

               b. Damage to Customer Equipment or Business. INFLOW will have no
          liability for any damage to, or loss relating to, the Customer
          Equipment or Customer's Business resulting from any cause whatsoever.

               c. Exclusions. Except as specified in Sections 7(a) and 7(b)
                                                     -------------     ----
          above, in no event will INFLOW be liable to Customer, any
          Representative, or any third party for any claims arising out of or
          related to this Agreement, Customer Equipment, Customer's Business or
          otherwise, and any lost revenue, lost profits, replacement goods, loss
          of technology, rights or services, incidental, punitive, indirect or

                                                                          Page 3
<PAGE>

          consequential damages, loss of data, or interruption of loss of use of
          service or of any Customer Equipment or Customer's Business, even if
          advised of the possibility of such damages, whether under theory of
          contract, tort (including negligence), strict liability or otherwise.

               d. Customer's Insurance. Customer agrees that it and its
          Representatives will not pursue any claims against INFLOW for any
          liability INFLOW may have under or relating to this Agreement until
          Customer first makes claims against Customer's insurance provider(s)
          and such insurance provider(s) finally resolve(s) such claims.
          Customer waives its right of recovery against INFLOW (and waives the
          subrogation right of its insurance provider(s)) to the extent such
          claims are covered by (i) Customer's insurance, or (ii) the insurance
          Customer is required to carry under this Agreement, whichever is
          greater.

               e. Basis of the Bargain; Failure of Essential Purpose. Customer
          acknowledges that INFLOW has set its prices and entered into this
          Agreement in reliance upon the limitations of liability and the
          disclaimers of warranties and limitations on damages set forth in this
          Agreement, and that the same form an essential basis of the bargain
          between the parties. The parties agree that the limitations and
          exclusions of liability and disclaimers specified in this Agreement
          will survive and apply even if found to have failed of their essential
          purpose.

          8. INDEMNIFICATION.

               a. INFLOW's Indemnification of Customer. INFLOW will indemnify,
          defend and hold Customer harmless from and against any and all costs,
          liabilities, losses, damages and expenses (including, but not limited
          to, reasonable attorneys' fees) (collectively, "Losses") resulting
          from any claim, suit, action, or proceeding (each, an "Action")
          brought against Customer alleging (i) the infringement of any third
          party registered U.S. copyright or issued U.S. patent resulting from
          the provision of Data Center Services pursuant to this Agreement (but
          excluding any infringement contributorily caused by Customer's
          Business or Customer Equipment) and (ii) personal injury to a
          Representative from INFLOW's gross negligence or willful misconduct.

               b. Customer's Indemnification of INFLOW. Customer will indemnify,
          defend and hold INFLOW, its affiliates and customers harmless from and
          against any and all Losses suffered by, or resulting from or arising
          out of any Action brought by or against, INFLOW, its affiliates or
          customers alleging: (i) with respect to the Customer's Business; (A)
          infringement or misappropriation of any intellectual property rights;
          (B) defamation, libel, slander, obscenity, pornography, or violation
          of the rights of privacy or publicity; or (C) spamming, or any other
          offensive, harassing or illegal conduct; (ii) any damage or
          destruction to the Customer Area, the Data Center or the equipment of
          INFLOW or any other customer by the Customer Equipment, any
          Representative, or any other action or inaction of Customer; (iii) any
          other damage arising from the Customer Equipment or Customer's
          Business; (iv) any violation of law or regulation by Customer or its
          Representatives; or (v) any violation of this Agreement or the Rules
          and Regulations by Customer or its Representatives.

               c. Notice. Each party will provide the other party prompt written
          notice of the existence of any such event of which and when it becomes
          aware, and an opportunity to participate in the defense thereof.

          9. TERM. The term of this Agreement will commence on the Effective
          Date and continue for an initial term of _______ (__) year(s) from the
          Effective Date unless modified by a Service Change Form. At the
          expiration of this initial term, this Agreement will automatically
          renew for successive terms of one (1) year subject to Customer's
          acceptance of INFLOW's then current fees, unless notice of non-renewal
          is given by either party no less than ninety (90) days before
          expiration of the term. Customer will be deemed to have accepted
          INFLOW's then current fees for any successive term unless Customer
          gives notice to INFLOW of its rejection of any increase in fees no
          later than ten (10) days after Customer receives notice thereof.


          10. DEFAULT AND REMEDIES.

               a. Default by INFLOW. The occurrence of any of the following will
          be a "Default" by INFLOW: (i) INFLOW fails to perform or observe any
          of its obligations under this Agreement after a period of thirty (30)
          days after receiving notice from Customer of such failure; or (ii)
          INFLOW's insolvency or liquidation as a result of which INFLOW ceases
          to do business for a continuous period of at least one (1) month.

               b. Default by Customer. The occurrence of any of the following
          will be a "Default" by Customer: (i) Customer fails to pay, when due,
          any fees or charges owing to INFLOW under this Agreement; or (ii)
          Customer fails to perform or observe its obligations under any of the
          following provisions of this Agreement: Section 3(c) (Access and
                                                  ------------
          Security), Section 3(d) (No Competitive Services), Section 3(e)
                     ------------                            ------------
          (Interconnection), Section 3(f) (Damage Prevention); Section 5(a)
                             ------------                      ------------
          (Confidential Information); or (iii) Customer breaches any
          representation or warranty made by Customer in this Agreement; or (iv)
          Customer fails to perform or observe any of its other obligations
          under this Agreement after a period of thirty (30) days after
          receiving notice from INFLOW of such failure; or (v) Customer's
          insolvency or liquidation as a result of which Customer ceases to do
          business for a continuous period of at least one (1) month.

               c. Customer's Remedies for Default by INFLOW. If INFLOW commits a
          Default, Customer will be entitled, at its election, to terminate this
          Agreement or seek any available remedies at law or in equity.
          Customer's right of recovery for any such Default will be limited as
          elsewhere provided in this Agreement, including, without limitation,
          Section 7 and Exhibit C. Notwithstanding anything to the contrary in
          ---------     ---------
          this Agreement, INFLOW's maximum aggregate liability to Customer
          related to or in connection with this Agreement will be limited to the
          total amount paid by Customer to INFLOW hereunder for the prior twelve
          (12) month period.

               d. INFLOW's Remedies for Default by Customer. If Customer commits
          a Default, INFLOW will be entitled, at its election, to exercise any
          one or more of the following remedies, then or at any time thereafter:
          (i) to exercise any remedy for such Default set forth elsewhere in
          this Agreement; (ii) to pursue any remedy available at law or in
          equity, (iii) to terminate this Agreement; (iv) to suspend Data Center
          Services; and (v) to remove any or all of the Customer Equipment and
          any other property of Customer to the extent reasonably necessary to
          ensure compliance with any law or regulation or to prevent harm to the
          business or equipment of INFLOW or any of its customers.



          11. OTHER PROVISIONS.

               a. Non-Assignment. Customer will not be permitted to assign this
          agreement in whole or in part without INFLOW's prior written consent,
          which will not be unreasonably withheld. Any

                                                                          Page 4
<PAGE>

          assignment in violation of the foregoing restriction will be null and
          void. Except as restricted above, this Agreement will be binding upon,
          and inure to the benefit of, the parties hereto and their respective
          successors and assigns.

               b. Independent Contractors. The parties will have the status of
          independent contractors, and nothing in this Agreement will be deemed
          to place the parties in the relationship of employer-employee,
          principal-agent, or partners or in a joint venture.

               c. Non-Waiver. Failure of either party to enforce any of its
          rights hereunder will not be deemed to constitute a waiver of its
          future enforcement of such rights or any other rights.

               d. Severability. If any provision of this Agreement is held to be
          invalid, illegal, or unenforceable under present or future laws, such
          item will be struck from the Agreement; however, such invalidity or
          enforceability will not affect the remaining provisions or conditions
          of this Agreement. The parties will remain legally bound by the
          remaining terms of this Agreement, and will strive to reform the
          Agreement in a manner consistent with the original intent of the
          parties.

               e. Force Majeure. Either party will be excused from any delay or
          failure in performance hereunder caused by reason of any occurrence or
          contingency beyond its reasonable control, including but not limited
          to, acts of God, earthquake, labor disputes and strikes, riots, war,
          and governmental requirements. The obligations and rights of the party
          so excused will be extended on a day-to-day basis for the period of
          time equal to that of the underlying cause of the delay.

               f. Governing Law; Jurisdiction. This Agreement will be
          interpreted and enforced according to the laws of the State of
          Colorado. INFLOW and Customer hereby consent and submit to the
          personal jurisdiction of the State and federal courts of the State of
          Colorado.

               g. Integration. This Agreement expresses the complete and final
          understanding of the parties with respect to the subject matter
          hereof, and supersedes all prior communications between the parties,
          whether written or oral with respect to the subject matter hereof. No
          modification of this Agreement will be binding upon the parties
          hereto, unless evidenced by a writing duly signed by authorized
          representatives of the respective parties hereto.

               h. Exhibits Incorporated. All Exhibits to this Agreement are
          incorporated herein and made a part hereof as if fully set forth
          herein.

               i. Notices. All notices or other instruments or communications
          provided for under this Agreement will be in writing, signed by the
          party giving the same, and will be deemed properly given and received
          (i) on the next business day after deposit for overnight delivery by
          an overnight courier service such as Federal Express or (ii) three (3)
          business days after mailing, by registered or certified mail, return
          receipt requested. All such notices or other instruments will be
          furnished with delivery or postage charges prepaid addressed to the
          party at the address set forth below or such other address as such
          party may designate by notice to the other party.


          If to INFLOW:

          General Manager
          INFLOW Inc.
          1860 Lincoln Street, Suite 305
          Denver, CO 80295

          with a copy to:

          Legal Department
          INFLOW, Inc.
          1860 Lincoln Street, Suite 305
          Denver, CO 80295

          If to Customer:

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

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

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

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


          AGREED AND ACCEPTED AS OF THE DATE SET FORTH
          ABOVE:



          CUSTOMER:

          __________________, a ____________ corporation





          By:
             ------------------------------------------------------
                           (Authorized Signature)


          Name:
               ----------------------------------------------------

          Title:
                ---------------------------------------------------

          Date:
               ----------------------------------------------------



          INFLOW:

          InFlow, Inc., a Delaware corporation d/b/a InflowNet, Inc.



          By:
             ------------------------------------------------------
                           (Authorized Signature)


          Name:
               ----------------------------------------------------

          Title:
                ---------------------------------------------------

          Date:
               ----------------------------------------------------

                                                                          Page 5
<PAGE>

                                    EXHIBIT A
                                    ---------

                   Initial SERVICES PROVIDED AND FEE SCHEDULE



Data Center Services

The "Installation Date" will be _____________________. The "Installation Payment
Date" will be _____________.

INFLOW will provide the following services:

1.   Datacenter Space.


          a.   Cabinets. INFLOW will provide Customer _____ (__) cabinets to
               --------
               accommodate their equipment (the "Customer Cabinets") in
               accordance with this Agreement and the Rules and Regulations.
               Each cabinet shall be 84 inches high, contain up to three (3)
               fixed shelves, one (1) rolling shelf, front and rear-locking
               perforated doors, and one (I) eleven (11) port surge-protected
               power strip. In conjunction with Customer's Representatives,
               INFLOW will install the Customer Equipment in the Customer
               Cabinets and connect such Customer Equipment to building ground,
               electrical power circuits and telephony cabling in support of
               Customer's use of Data Center Services. Customer will ensure that
               the Customer Equipment will not place a load upon the floor of
               the Data Center that exceeds one hundred (100) pounds per square
               foot

          b.   Right of First Refusal. Customer will have a right of first
               ----------------------
               refusal for the ______ (__) additional cabinet locations that are
               numbered _______________________________ according to INFLOW's
               numbering scheme for the Data Center. Customer's right of first
               refusal for each cabinet location will be for a term of twelve
               (12) months. If INFLOW desires to make available to another
               customer a cabinet location subject to Customer's right of first
               refusal, INFLOW will notify Customer of such desire in writing.
               If Customer chooses to exercise its right of first refusal for
               such cabinet location, Customer will give written notice to
               INFLOW within ten (10) business days after Customer's receipt of
               INFLOW's notice. Customer will immediately thereafter become
               obligated for full payment for such cabinet location, at the same
               price as Customer then pays for its other cabinet locations under
               this Agreement. If Customer does not notify INFLOW within the
               time period required above, then Customer's right of first
               refusal for such cabinet location will terminate and INFLOW will
               have no further obligation whatsoever to Customer with respect
               thereto.

2.   Network Circuits. Based upon Customer's written instructions, INFLOW will
     take the following actions to install Customer network circuits: (1)
     Provide data cable connections from the Customer Cabinets to the ingress
     point within the Data Center of_____________________________ ("Customer's
     Designated Carrier(s)"); (2) Submit network circuit order to Customer's
     Designated Carrier(s); (3) Confirm Customer's Designated Carrier's order
     number and scheduled installation date; (4) Coordinate circuit installation
     by Customer's Designated Carrier; (5) Confirm circuit operation by
     end-to-end or other testing procedures as may be appropriate; (6) Accept
     network circuit from Customer's Designated Carrier upon approval of
     Customer; and (7) Coordinate equipment (CS U, DSU, multiplexer, router,
     etc) installation necessary for network circuit installation.

     Based upon Customer's written instructions, INFLOW will monitor Customer
     network circuits for faults, notify Customer in the event of the detection
     of a fault and assist in troubleshooting fault and restoring service.

          a.   Network: Local Service(s). INFLOW will provide ______ (__)
               -------------------------
               [Carrier] DS-[#] local access circuit(s) for Customer
               application.

          b.   Network: Private Line(s). INFLOW will provide _____ (__)[Carrier]
               ------------------------
               DS-[#] point-to-point circuit(s) between Customer's cabinet and
               Customer's facility located at___________________________.

          c.   Network: Internet Service(s). INFLOW will provide____() [#]
               ----------------------------
               [M/kbps] Internet circuit(s) for Customer application. Customer
               shall at all times adhere to the Acceptable Use Policy located at
               [URL] as amended from time to time effective upon posting of the
               revised policy at the URL. Notwithstanding anything to the
               contrary contained herein, INFLOW may immediately take corrective
               action, including disconnection or discontinuance of Internet
               Services in the event of notice of possible violation by Customer
               of the Acceptable Use Policy

          d.   Network: Modem/Phone Circuit(s). INFLOW will provide ___ ()analog
               -------------------------------
               modem/phone circuits for Customer application.

          e.   Interconnection. INFLOW will provide data cable connections from
               ---------------
               Customer equipment to [Carrier] termination point within the Data
               Center as directed by Customer for direct billing by Carrier.

          f.   Network Interface(s). INFLOW will provide ______ (__)DS-[#]
               --------------------
               CSU-DSU(s) for Customer application.

                                                                          Page 6
<PAGE>

3.   Power Circuits.

          a.   A/C Power Circuit(s). INFLOW will provide one 20 ampere (UPS and
               --------------------
               generator-protected) A/C electrical circuit with two (2) female
               receptacles for each Customer Cabinet.

          b.   B-Side A/C Power Circuit(s). INFLOW will provide _______(_) 20
               ---------------------------
               ampere B-side (LIPS and generator-protected) A/C electrical
               circuit(s) with two (2) female receptacles each for Customer
               application.

          c.   D/C Power Circuit(s). INFLOW will provide _______(_)______ ampere
               --------------------
               (UPS and generator-protected) D/C electrical circuit(s) with one
               (1) female receptacle each for Customer application.

          d.   B-Side D/C Power Circuit(s). INFLOW will provide ______(_)_____
               ---------------------------
               ampere B-side (UPS and generator-protected) D/C electrical
               circuit (s) with one (1) female receptacle each for Customer
               application.



4.   Technical Support Services.

          a.   Application Monitoring. Based upon Customer's written
               ----------------------
               instructions, INFLOW will monitor (__) Customer application test
               points. INFLOW will (1) Verify DNS server operation, (2) Verify
               FTP server operation, (3) Verify Mail server operation, (4)
               verify News server operation, (5) Ping a network device, (6)
               Verify connection to a service on a port, (7) Verify retrieval of
               a web page, and/or (8) Verify a web page transaction in order to
               monitor Customer application performance. INFLOW will notify the
               Customer by telephone, email or page of a failed test condition.

          b.   NT Server Monitoring. Based upon Customer's written instructions,
               --------------------
               INFLOW will monitor (__) Customer NT Servers. INFLOW will monitor
               (1) Percentage CPU utilization, (2) Disk space utilization, (3)
               Virtual memory utilization, (4) Process status, and/or (5) Web
               server load for each NT server. INFLOW will notify the Customer
               by telephone, email or page of a failed test condition.

          c.   UNIX Server Monitoring. Based upon Customer's written
               ----------------------
               instructions, INFLOW will monitor ____ (__) Customer Unix
               Servers. INFLOW will monitor (1) Percentage CPU utilization, (2)
               Disk space utilization, (3) Virtual memory utilization, (4)
               Process status, and/or (5) Web server load for each Unix server.
               INFLOW will notify the Customer by telephone, email or page of a
               failed test condition.

         d.    Managed Firewall Service. Based on Customer's approved security
               ------------------------
               policy, INFLOW will manage and monitor ______ () Checkpoint
               FireWall-l implementations. INFLOW will manage software updates
               and patches for the firewall and its host operating system,
               continuously monitor the firewall implementations and respond to
               security incidents in accordance with INFLOW's standard response
               procedures. This service includes Checkpoint FireWall- I and
               operating system software, host platform hardware and twenty (20)
               hours of security policy development consulting.

          e.   Technical Support. Based upon Customer's written instructions,
               -----------------
               INFLOW will provide first-level maintenance of Customer Equipment
               including: monitoring for faults, replacement of faulty plug-in
               type cards using spares provided by Customer, power-cycling of
               equipment, and fault isolation, logging and Customer notification
               based on pre-defined plans.

                                                                          Page 7
<PAGE>

Fees and Charges. Fees for Data Center Services provided to Customer are
identified below. Recurring fees are indicated for a calendar month of service.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     Services                          Installation Fee                               Usage Fee
===================================================================================================================================
<S>                                    <C>                                            <C>
 S   l.a. Cabinet Space (19")          $1,000 per cabinet.                            $1,000 per cabinet.
 p
 a        Cabinet Space (23")          $1,000 per cabinet.                            $1,100 per cabinet.
 c   ------------------------------------------------------------------------------------------------------------------------------
 e   1.b. Right of First Refusal       N/A                                            $200 per cabinet location.
===================================================================================================================================
     2.a. Local Service                [Based on Customer Designated Configuration]   [Based on Customer Designated Configuration]
 N   ------------------------------------------------------------------------------------------------------------------------------
 e   2.b. Private Line(s)              [Based on Customer Designated Configuration]   [Based on Customer Designated Configuration]
 t   ------------------------------------------------------------------------------------------------------------------------------
 w   2.c. Internet Service(s)          [Based on Customer Designated Configuration]   [Based on Customer Designated Configuration]
 o   ------------------------------------------------------------------------------------------------------------------------------
 r   2.d. Modem/Phone Circuit(s)       $0 per analog modem circuit.                   $50 per analog modem circuit.
 k   ------------------------------------------------------------------------------------------------------------------------------
     2.e. Interconnection              $0 per cable.                                  $40 per cable to non-zero-mile POP.
 C
 i                                                                                    $100 per cable to zero-mile POP for 0-1.5
 r                                                                                       Mbps connection.
 c
 u                                                                                    $500 per cable to zero-mile POP for 1.5+
 i                                                                                       Mbps connection.
 t   ------------------------------------------------------------------------------------------------------------------------------
 s   2.f. Network Interface(s)         [Based on Customer Designated Configuration]   [Based on Customer Designated Configuration]
===================================================================================================================================
 P C 3.a. A/C Power Circuit(s)         $100 per 20-Ampere A/C circuit.                $15 per A/C ampere based on running amperes.
 o i ------------------------------------------------------------------------------------------------------------------------------
 w r 3.b. B-Side A/C Power Circuit(s)  $100 per 20-Ampere A/C circuit.                $30 per 20-Ampere circuit.
 e c ------------------------------------------------------------------------------------------------------------------------------
 r u 3.c. D/C Power Circuit(s)         $400 per 20-Ampere D/C circuit.                $20 per D/C ampere based on running amperes.
   i ------------------------------------------------------------------------------------------------------------------------------
   t 3.d. B-Side D/C Power Circuit(s)  $400 per 20-Ampere D/C circuit.                $40 per 20-Ampere circuit.
   s
===================================================================================================================================
T S  4.a. Application Monitoring       $35 per 1-5 test points.                       $35 per 1-5  test points.
e u  ------------------------------------------------------------------------------------------------------------------------------
c p  4.b. NT Server Monitoring         $100 per server.                               $55 per server.
h p  ------------------------------------------------------------------------------------------------------------------------------
n o  4.c. UNIX Server Monitoring       $200 per server.                               $65 per server.
i r  ------------------------------------------------------------------------------------------------------------------------------
c t  4.d. Managed Firewall Service     $4,000 per firewall implementation.            $2,500 per firewall implementation.
a    ------------------------------------------------------------------------------------------------------------------------------
l S  4.e. Technical Support (Tier 1)   N/A                                            $100 per man-hour in 15 minute increments.
  e
  r
  v
  i
  c
  e
  s
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                          Page 8
<PAGE>

                                    EXHIBIT B
                                    ---------

                               CUSTOMER EQUIPMENT


The "Customer Equipment" permitted in the Customer Area is as follows. Customer
shall be allowed to place additional equipment in the Customer Area with the
prior approval of INFLOW.


                       [Insert Equipment Description Here]

                                                                          Page 9
<PAGE>

                                    EXHIBIT C
                                    ---------

                             SERVICE LEVEL AGREEMENT


INFLOW's Service Level Agreement defines the performance criteria to which
INFLOW will be held accountable, reporting methods and compensation in the event
that performance levels are not met.


On-Time Provisioning
--------------------

Performance Criteria: All electrical and network connections for Customer's
operations will be installed no later than the installation date and for Service
Change Forms no later than 30 calendar days after the date the Service Change
Form is signed by Customer.. Customer must have the network and power interface
equipment supporting its equipment properly installed and functioning no later
than the installation date. If Customer fails to meet such deadline, the
deadline for INFLOW's performance under this paragraph will be extended until
the date which is seven calendar days after Customer gives notice to INFLOW that
its network and power interface equipment supporting its equipment is properly
installed and functioning. Network provisioning service levels are only
applicable if Customer purchases network connections through INFLOW.

Reporting Methods: INFLOW tracks the installation time within the Customer
implementation schedule.

Compensation: In the event that INFLOW fails to meet the due date for
provisioning, INFLOW will credit Customer's bill in an amount equal to the
cabinet or network installation charges affected.

Network Availability
--------------------

Performance Criteria: The Customer's network connections from the cabinet
interface to network carrier ingress point will be available 99.9% of the time
each month. This service level does apply to INFLOW owned/provided equipment
used to multiplex Customer's network connections. This service level does not
apply to Customer owned/provided equipment in a cabinet or to network
connections that are not made through INFLOW's cross connect switch.

Reporting Methods: INFLOW will provide to Customer a report showing the start
time, stop time and duration of network outages no later than 15 calendar days
after the end of each month. The network availability rate will be calculated
based on dividing the total amount of time without network outages by the total
amount of time in the month.

Compensation: In the event that INFLOW fails to meet the network availability
service level, INFLOW will credit Customer's bill in the amount equal to one
month of INFLOW's network charge to the Customer for the circuit(s) involved.

Power Availability
------------------

Performance Criteria: Power will be continuously available 100% of the time to
Customer's cabinet interface each month. This service level does not apply to
Customer owned/provided equipment in a cabinet.

Reporting Methods: INFLOW will provide to Customer a report showing the start
time, stop time and duration of power outages no later than 15 calendar days
after the end of each month. The power availability rate will be calculated
based on dividing the total amount of time without power outages by the total
amount of time in the month.

Compensation: In the event that INFLOW fails to meet the power availability
service level, INFLOW will credit Customer's bill in the amount equal to 100% of
one month's power usage (amperage) charge for the cabinet(s) involved.

Network Time to Restore
-----------------------

Performance Criteria: All network problems reported by Customer on average will
be cleared within 4 hours. This service level does not apply to Customer
owned/provided equipment in a cabinet or to network connections that are not
made through INFLOW's cross connect switch.

Reporting Methods: INFLOW will provide to Customer a report showing the start
time and restoration time for all network trouble tickets initiated during a
service month no later than 15 calendar days after the end of that month. A
simple mathematical average will be calculated for the durations of all trouble
tickets.

Compensation: In the event that INFLOW fails to meet the network availability
service level, INFLOW will credit Customer's bill in the amount equal to one
month of INFLOW's network charge to the Customer for the circuit(s) involved.

Additional Conditions
---------------------

[Based on Customer Requirements]

                                                                         Page 10
<PAGE>

                                    EXHIBIT D
                                    ---------


                              RULES AND REGULATIONS



GENERAL RULES AND REGULATIONS


1.   All INFLOW Customers and their representatives, employees, contractors,
     agents and users of Customers' facilities are subject to these Rules and
     Regulations in connection with their use of INFLOW Data Center Services.

2.   All equipment installation activities must be approved by INFLOW.

3.   Customer representatives shall not approach, handle, use, inspect or
     examine in any way any other equipment but their own.

4.   Customer's use of the Data Center and the building in which it is located
     shall at all times comply with the rules and regulations promulgated by the
     owner of such building from time to time, a copy of which may be obtained
     from INFLOW.

5.   Customer representatives shall not disclose the identity of any INFLOW
     clients.

6.   The Data Center shall be kept neat and orderly at all times. Customer
     representatives shall remove all trash and debris upon departure from the
     Data Center. INFLOW shall have the right to remove and discard any trash
     and debris left in the Data Center in violation of the foregoing.

7.   At conclusion of work being done in the Data Center, Customer shall ensure
     all cables are routed and dressed neatly in cabinets and all doors are
     closed and locked.


8.   Use of freight elevator is available for large equipment delivery only with
     prior INFLOW approval.

9.   Dollies and carts are available for use with prior INFLOW approval.

10.  Customer Equipment must be configured and run at all times in compliance
     with the manufacturer's specifications, including power outlet, power
     consumption and clearance requirements.

11.  No sign, advertisement, notice or object shall be displayed by a Customer
     in or on the exterior of the Data Center walls, doors, ceilings, or racks
     without INFLOW's prior approval.

12.  No Customer, nor any of Customer's representatives or visitors, shall at
     any time bring into or keep upon the Data Center premises any hazardous,
     inflammable, combustible, explosive or otherwise dangerous fluid, chemical
     or substance at any time.

13.  No acids, vapors or other materials shall be discharged or permitted to be
     discharged into the waste lines, vents or flues of the Data Center.

14.  Customer may not bring, or make use of, any of the following into the
     facility:
     food or drink, tobacco products, explosives, weapons, chemicals, illegal
     drugs, alcohol or other intoxicants, electro-magnetic devices, radioactive
     materials, photographic or recording equipment of any kind (other than tape
     back-up equipment).

15.  INFLOW reserves the right to inspect all objects to be brought into or
     taken out of the Data Center and to exclude from the Data Center all
     objects which violate any of these Rules and Regulations. INFLOW may
     require any person entering or leaving the Data Center with any package
     document the contents of the said package.

16.  All connections to and from Customer's equipment must be clearly labeled.
     Customers may use INFLOW's labeling code or choose to use their own code.
     All Customer labeling codes must be provided to INFLOW for purposes of
     configuration control.

17.  Periodically, INFLOW will conduct routine scheduled maintenance of its Data
     Center and Data Center Services. INFLOW shall notify Customers a minimum
     of 15 calendar days in advance of said maintenance. Customer agrees to
     cooperate with INFLOW during the scheduled maintenance so that INFLOW
     minimizes Customer impact.

ACCESS AND SECURITY

18.  Only those individuals specifically identified by Customer on the
     authorized personnel list maintained by INFLOW may access the Data Center.

19.  Customer will notify INFLOW in writing of any change in Customer's
     representatives.

                                                                         Page 11
<PAGE>

20.  Customer representatives shall stay in the vicinity of their own equipment
     when in the INFLOW facility.

21.  All visitors who do not have badges are required to sign the access log
     located in the NOC upon entry and exit.

22.  "Tailgating" is prohibited. Tailgating is the act of following a badged
     individual into the Data Center without swiping the badge for access.

23.  Customer shall not access the building roof, third floor electrical or
     communications closets, the Data. Center ceiling or floor without prior
     consent from INFLOW.

CONDUCT GUIDELINES

24.  Customer and its representatives may not misuse or abuse any INFLOW
     property or equipment.

25.  Customer and its representatives may not harass any individual including
     INFLOW personnel and representatives of other Customers of INFLOW.

26.  Customer and its representatives may not engage in any activity that is in
     violation of the law or aid in criminal activity while on INFLOW property
     or in connection with the Data Center Services. Customer and its
     Representatives may not assist or permit any persons in engaging in any of
     the activities described above. If Customer becomes aware of any such
     activities, Customer will use best efforts to stop such activities
     immediately, including, if necessary, terminating Customer's user's access
     to Customer's online facilities.

27.  Customer and its representatives may not infringe or misappropriate the
     intellectual property rights of others. This includes posting copyrighted
     materials without appropriate permission, using trademarks of others
     without appropriate permission or attribution, and posting or distributing
     trade secret information of others in violation of a duty of
     confidentiality.

28.  Customer and its representatives may not violate the personal privacy
     rights of others. This includes collecting and distributing information
     about users without their permission, except as permitted by applicable
     law.

29.  Customer and its representatives may not send, post or host harassing,
     abusive, libelous or obscene materials or take any similar actions.

30.  Customer and its representatives may not intentionally omit, delete, forge
     or misrepresent transmission information, including headers, return
     addressing information and IP addresses or take any other actions intended
     to cloak Customer's or its users' identity or contact information.

31.  If Customer becomes aware of any such activities, Customer will use best
     efforts to stop such activities immediately, including, if necessary,
     terminating Customer's user's access to Customer's online facilities.

MODIFICATION OF RULES AND REGULATIONS

INFLOW reserves the right to change these Rules and Regulations at any time.
Customer is responsible for regularly reviewing these Rules and Regulations.
Continued use of the Data Center Services following any such changes shall
constitute the Customer's acceptance of such changes.

INFLOW reserves the right to deny access to anyone not adhering to the above
rules and regulations.

                                                                         Page 12
<PAGE>

                                    EXHIBIT E
                                    ---------

                               SERVICE CHANGE FORM



                 MODIFICATION OF DATA CENTER SERVICES AGREEMENT
                       AND SUMMARY OF DATA CENTER SERVICES




          The provisions of this Modification of Data Center Services Agreement
and Summary of Data Center Services (this "Modification") are hereby added to
and made part of the Data Center Services Agreement dated _____________ between
InFlow, Inc., a Delaware corporation d/b/a InflowNet, Inc. ("INFLOW") and
____________________ , a _____________ corporation ("Customer"), as the same may
have been modified prior to the date hereof (the "Existing Services Agreement").
In the event of any conflict of any of the terms set forth in the Existing
Services Agreement and the terms set forth in this Addendum, including, without
limitation, the Summary of Data Center Services, the terms set forth in this
Addendum shall control. References in the Existing Services Agreement and in
this Modification to the "Agreement" shall refer to the Existing Services
Agreement as amended by this Modification.


SERVICE MODIFICATIONS


The Existing Services Agreement is amended to provide as follows:

 .    [Cabinet Space. The number of Customer Cabinets is [increased][decreased]
      -------------
     by ___, to a total of____ Customer Cabinets. The "Customer Area is amended
     to mean the cabinet location(s) in the Data Center numbered
     _________________ according to INFLOW's numbering scheme for the Data
     Center.]

 .    [Data. Center Services. The Data Center Services are further amended as set
      ---------------------
     forth below.]

         .

         .


 .    [Other Amendments. The Existing Services Agreement is further amended as
      ----------------
     set forth below.]

         .

         .


It is agreed that the term of the Existing Services Agreement will end on
____________.


                                                                         Page 13
<PAGE>

SUMMARY OF DATA CENTER SERVICES


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
     Services                                Quantity   Install   Status*   Install Fee   Usage Fee
                                                         Date                Per Unit      Per Unit

=====================================================================================================
<S>                                          <C>        <C>       <C>       <C>           <C>
S    l.a. Cabinet Space (19")                  TBD        TBD       TBD       $1,000       $1,000
p
a         Cabinet Space (23")                  TBD        TBD       TBD       $1,000       $1,100
c    ------------------------------------------------------------------------------------------------
e    1.b. Right of First Refusal               TBD        TBD       TBD         N/A         $200
=====================================================================================================
N C  2.a. Local Service                        TBD        TBD       TBD         TBD          TBD
e i  ------------------------------------------------------------------------------------------------
t r  2.b. Private Line(s)                      TBD        TBD       TBD         TBD          TBD
w c  ------------------------------------------------------------------------------------------------
o u  2.c. Internet Service(s)                  TBD        TBD       TBD         TBD          TBD
r i  ------------------------------------------------------------------------------------------------
k t  2.d. Modem/Phone Circuit(s)               TBD        TBD       TBD         $0           $50
  s  ------------------------------------------------------------------------------------------------
     2.e. Interconnection                      TBD        TBD       TBD         $0           TBD
     ------------------------------------------------------------------------------------------------
     2.f. Network Interface(s)                 TBD        TBD       TBD         TBD          TBD
=====================================================================================================
P C  3.a  A/C Power Circuit(s)--20A            TBD        TBD       TBD        $100          $15
o i  ------------------------------------------------------------------------------------------------
w r  3.b. B-Side A/C Power Circuit(s)--20A     TBD        TBD       TBD        $100          $30
e c  ------------------------------------------------------------------------------------------------
r u  3.c  D/C Power Circuit(s)--20A            TBD        TBD       TBD        $400          $20
  i  ------------------------------------------------------------------------------------------------
  t  3.d. B-Side D/C Power Circuit(s)--20A     TBD        TBD       TBD        $400          $40
  s  ------------------------------------------------------------------------------------------------
=====================================================================================================
T S  4.a. Application Monitoring               TBD        TBD       TBD         $35          $35
e u  ------------------------------------------------------------------------------------------------
c p  4.b. NT Server Monitoring                 TBD        TBD       TBD        $100          $55
h p  ------------------------------------------------------------------------------------------------
n o  4.c. UNIX Server Monitoring               TBD        TBD       TBD        $200          $65
i r  ------------------------------------------------------------------------------------------------
c t  4.d. Managed Firewall Service             TBD        TBD       TBD       $4,000.      $2,500
a    ------------------------------------------------------------------------------------------------
l    4.e. Technical Support (Tier I)           TBD        TBD       TBD         N/A         $100
-----------------------------------------------------------------------------------------------------
</TABLE>
                          *Status: Completed or Pending



AGREED AND ACCEPTED AS OF_____________:


<TABLE>
<S>                                                           <C>
INFLOW:                                                       CUSTOMER:

InFlow, Inc., a Delaware corporation d/b/a InflowNet, Inc.    ___________________, a ___________ corporation


By: _____________________________________________________     By:____________________________________________
         (Authorized Signature)                                       (Authorized Signature)
Name:___________________________________________________      Name:__________________________________________

Title:__________________________________________________      Title:_________________________________________

Date:___________________________________________________      Date:__________________________________________
</TABLE>

                                                                         Page 14