Exhibit 10.7


                   Internet Services and Co-Location Agreement

Please read this Internet Services and Co-Location  Agreement (this "Agreement")
carefully before signing, since by signing this Agreement, you consent to all of
its  terms  and  conditions.  This  Agreement  is made by and  between  AboveNet
Communications, Inc. ("AboveNet") and Customer. This Agreement is effective upon
AboveNet's acceptance as indicated by its signature below on the date below (the
"Effective  Date").  This Agreement may be executed in two or more counterparts,
each of which  will be  deemed  an  original,  but all of which  together  shall
constitute one and the same instrument.

Customer Signature /s/ Jim Heintz                 Customer ID#_________________
                   ----------------------

(print name) Jim Heintz                           Contract No.  C______________
             ----------------------------

Title C T O                                       Effective Date___/____/_____
     ------------------------------------

Date  4/7/99                                      AboveNet Signature
    --------------------------------------

Company Name  DAI                                 (print name)_________________
              ----------------------------

Address  124 S. Halcyon
         ---------------------------------
          Arroyo Grande, CA  93420

Phone  (805) 542-6793
       -----------------------------------

Fax  (805) 473-4022
     -------------------------------------

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

Thank you for choosing AboveNet to provide your Internet  co-location  services.
As  used in  this  Agreement,  the  term  "you"  and  "Customer"  refers  to the
above-named  corporation,  partnership or other business entity that enters into
this  Agreement,  and "Service"  means the  transmission of data to and from the
Internet  through the network of routers,  switches and  communication  channels
owned and controlled by AboveNet  ("Network") together with co-location services
including 24x7  connectivity to the Internet and  Co-location  Space, as further
defined in this  Agreement  and in your Order for  AboveNet  Services  Form (the
"Order  Form").  The initial Order Form is attached to this Agreement as Exhibit
A.  AboveNet  and  Customer may enter into  subsequent  Order  Forms,  which may
supercede or complement  prior Order Forms. As used in this Agreement,  the term
"Customer  Equipment"  refers  to any  and  all  computer  equipment,  software,
networking  hardware  or  other  materials  placed  by or  for  Customer  in the
Co-location Space, other than AboveNet Equipment.
AboveNet will begin  installation,  initiation and Service after it receives and
accepts:  (1) your  Order  Form;  (2) a copy of this  Agreement  signed  by your
authorized  representative  and (3)  payment of amounts  due under  Section  1.1
below, detailed on your Order Form.
--------------------------------------------------------------------------------

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1.    Service Fees And Billing.  Customer  agrees to pay the Service  Activation
      Charges,  Monthly Service Fees, and other fees indicated on the Order Form
      (collectively, "Service Fees").

      1.1   Activation  Charges.  AboveNet  will bill  Customer  for all Service
            Activation  Charges  and  first  and last  month  Service  Fees (the
            "Activation  Charges") upon AboveNet's  acceptance of this Agreement
            and  the  Order  Form.  AboveNet  will  not  commence  installation,
            initiation  and  Service  unless  and until it either  has  received
            payment in full of all Activation Charges or has agreed, at its sole
            option, to extend credit to Customer.

      1.2   Recurring  Fees.  AboveNet will begin billing for recurring  Service
            Fees on the date that is the earlier of: (a) the  Installation  Date
            specified in the Order Form;  and (b) the date that Customer  places
            Customer Equipment in AboveNet's premises. If, however,  Customer is
            unable  to use the  Services  commencing  on the  Installation  Date
            solely  as  a  result  of  delays  caused  by  AboveNet,   then  the
            Installation  Date specified in the Order Form shall be extended one
            day for each day of delay caused by AboveNet.  On or about the first
            day of each month,  AboveNet will bill Customer for Network services
            provided during the previous month, and for co-location  services to
            be provided  in the current  month.  Recurring  Service  Fees do not
            include   monthly   telephone   company  charges  which  are  billed
            separately by the local telephone company(s).

      1.3   Payment.  All Fees and charges will be due, in U.S. dollars,  within
            twenty (20) days of the date of each AboveNet invoice. Late payments
            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 in its judgment AboveNet determines that Customer lacks
            financial resources,  AboveNet may, upon written notice to Customer,
            modify the payment terms to secure  Customer's  payment  obligations
            before providing Services.

      1.4   Taxes.  All payments  required by this  Agreement  are  exclusive of
            applicable taxes and shipping  charges.  Customer will be liable for
            and will pay in full all such  amounts,  other than  taxes  based on
            AboveNet' net income.

2.    Co-Location.

      2.1   Installation.  AboveNet  grants  you the right to  operate  Customer
            Equipment at the Co-location Space, as specified on your Order Form.
            The  Co-location  Space is provided on an "AS-IS"  basis and you may
            use the  Co-location  Space only for the purposes of maintaining and
            operating  Customer  Equipment as necessary to support  local access
            communications  facilities  and  links  to  AboveNet  and  to  third
            parties. Customer will install Customer Equipment in the Co-location
            Space after obtaining the appropriate authorization from AboveNet to
            access  AboveNet  premises.  Customer  will  remove  and  be  solely
            responsible for all packaging for Customer Equipment.

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      2.2   Access. You may access the Co-location Space only in accordance with
            the    AboveNet    Co-Location    Access    Policies    located   at
            HTTP://WWW.ABOVE.NET/HTML/SECURITY.HTML,  as  updated  from  time to
            time.  Customer may not provide or make available to any third party
            any  portion  of the  Co-location  Space  without  AboveNet's  prior
            written  consent,  which  consent  AboveNet may withhold in its sole
            discretion.

      2.3   Removal of Customer  Equipment.  Customer will provide AboveNet with
            written  notification  two (2) days before Customer wishes to remove
            any  Customer  Equipment.  Before  authorizing  the  removal  of any
            Customer  Equipment,  AboveNet's  accounting  department will verify
            that  Customer  has no  payments  due  to  AboveNet.  Once  AboveNet
            authorizes removal of Customer Equipment,  Customer will remove such
            Customer  Equipment,   and  will  be  solely  responsible  to  bring
            appropriate  packaging and moving materials.  Should Customer use an
            agent or other third party (for example,  but without limitation,  a
            common  carrier  such  as  U.P.S.)  to  remove  Customer  Equipment,
            Customer will be solely  responsible for the acts of such party, and
            any damages caused by such party to Customer Equipment or otherwise.
            At  Customer's  option,  AboveNet  will remove and package  Customer
            Equipment,  and place such Customer  Equipment in a designated  area
            for pick-up,  on the  condition  that Customer  either  provides all
            packaging  needed or pays  AboveNet to package  Customer  Equipment.
            Customer  may  thereafter   remove   Customer   Equipment  from  the
            designated  area,  or may  arrange  for a carrier to remove and ship
            such equipment with any necessary insurance to be paid by Customer.

3.    Security.  AboveNet does not guarantee security of Customer Equipment, the
      Co-Location  Space or of the Network.  AboveNet requires that you and your
      employees  comply with all Co-Location  Security  Procedures,  as modified
      from time to time,  in order to maximize  the  security of the Network and
      AboveNet premises.  AboveNet's current Co-Location Security Procedures are
      located at  http://www.above.net/html/security.html.  In  particular,  you
      must  establish a password with  AboveNet for purposes of  requesting  any
      support  services  with  respect to  Customer  Equipment  or your  Network
      connection,  either by telephone or email.  Information detailing password
      requirements    is    available    on    the    World    Wide    Web    at
      HTTP://WWW.ABOVE.NET/HTML/AUG.HTML.   Only   individuals   whom  you  have
      identified  as "Customer  Representatives"  in writing to AboveNet will be
      permitted  to enter the  Co-location  Space,  to request  Services on your
      behalf,  or to request  any  support  services  with  respect to  Customer
      Equipment  or your Network  connection,  either by telephone or email (for
      example,  but  without  limitation,  instructing  AboveNet  to  modify  or
      reconfigure its Services or to remove Customer Equipment). For good cause,
      AboveNet  may suspend the right of any  Customer  Representative  or other
      person  to visit the  AboveNet  premises  and/or  the  Co-location  Space.
      AboveNet   will   assist  in  Network   security   breach   detection   or
      identification,  but shall not be liable  for any  inability,  failure  or
      mistake in doing so.

4.    Local and Long Distance  Carriers.  AboveNet will provide  Customer with a
      list  of  approved  third  party  carriers  for  data  communications  and
      telecommunications.  Customer is  responsible  for  ordering all local and
      long-distance  lines from such third

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      party  carriers  and ordering any and all  necessary  cross-connects  from
      AboveNet.  AboveNet Service Fees for such  cross-connects are as indicated
      on the Order Form.  The carriers  will install such circuits in Customer's
      name.  Customer will be solely  responsible  for such circuits and for all
      payments due to the carriers.  Customer  will notify the carrier  directly
      when Customer wishes to terminate or modify such circuit.

5.    Domain  Information  and  Registration  Application.  If Customer  has not
      registered  the domain name that it wishes to use,  Customer  may complete
      the  applicable  sections of the Order Form to request  registration  or a
      change in domain name.

6.    Other  Networks;  Approval  and Usage.  Services  include  the  ability to
      transmit data beyond AboveNet's  Network,  through other networks,  public
      and private.  Use of or presence on other networks may require approval of
      the respective  network  authorities and will be subject to any acceptable
      usage  policies  such  networks  may  establish.  Customer  will  not hold
      AboveNet  responsible  for,  and  AboveNet  will not be liable  for,  such
      approval or for  violation of such  policies.  Customer  understands  that
      AboveNet  does not own or control other  networks  outside of its Network,
      and  AboveNet  is  not   responsible   or  liable  for   performance   (or
      non-performance)  within such  networks or within  interconnection  points
      between the Service and other networks that are operated by third parties.

7.    Resale.  Customer may resell the Service after receiving  AboveNet's prior
      written approval as to the nature and scope of such resale as set forth in
      Section  2.2.  Should  Customer  resell any  portion of the Service to any
      other party, Customer assumes all liabilities arising out of or related to
      such third party sites and  communications.  Customer agrees to enter into
      written  agreements  with any and all  parties  to which  it  resells  any
      portion of the Services with terms and  conditions at least as restrictive
      and as protective of AboveNet's rights as the terms and conditions of this
      Agreement,  including, without limitation, Sections 2.3, 3, 6, 8, 9.6-9.8,
      10, 11, 12, 14 and 16, and naming AboveNet as a third party beneficiary.

8.    Acceptable Use  Guidelines.  Customer must at all times conform its use of
      the Service to AboveNet's  Acceptable Use Guidelines and Anti-SPAM Policy,
      as AboveNet may update such  Guidelines  and Policy from time to time. The
      current  version of AboveNet's  Acceptable  Use Guidelines can be found at
      HTTP://WWW.ABOVE.NET/HTML/AUG.HTML. AboveNet's Anti-SPAM Policy is located
      at  HTTP://WWW.ABOVE.NET/HTML/ANTI-SPAM.HTML.  If  AboveNet is informed by
      government authorities or other parties of inappropriate or illegal use of
      AboveNet's  facilities (including but not limited to the Network) or other
      networks accessed through AboveNet,  or AboveNet  otherwise learns of such
      use or has reason to believe such use may be occurring, then Customer will
      cooperate  in  any  resulting  investigation  by  AboveNet  or  government
      authorities. Any government determinations will be binding on Customer. If
      Customer fails to cooperate with any such  investigation or determination,
      or fails to immediately  rectify any illegal use, AboveNet may immediately
      suspend Customer's Service. Further, upon notice to Customer, AboveNet may
      modify or suspend  Customer's  Service as necessary to comply with any law
      or regulation as reasonably determined by AboveNet. This includes,

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      without limitation,  any use contrary to the Digital Millennium  Copyright
      Act of 1998, 17 U.S.C. 512.

9.    Limited  Service Level  Warranty.  AboveNet  warrants that it will use its
      commercially  reasonable  efforts  to  minimize  Excess  Packet  Loss  and
      Latency,  and to  avoid  Downtime,  and that  AboveNet  will  provide  the
      following remedies to Customer:  (Excess Packet Loss, Latency and Downtime
      are defined below)

      9.1   Packet Loss and Latency.  AboveNet does not proactively  monitor the
            packet loss or transmission latency of specific customers.  AboveNet
            does,  however,  proactively  monitor the aggregate  packet loss and
            transmission  latency  within  its LAN and WAN.  In the  event  that
            AboveNet  discovers  (either  from its own  efforts  or after  being
            notified by Customer) that Customer is  experiencing  packet loss in
            excess of five percent (5%) ("Excess  Packet Loss") or  transmission
            latency  in  excess of 120  milliseconds  round-trip  time  based on
            AboveNet's  measurements  ("Latency") between any two routers within
            the continental  United States portion of the Network on average for
            each hour, and Customer  notifies AboveNet (or AboveNet has notified
            Customer),  then  AboveNet  will  use  its  commercially  reasonable
            actions to determine the source of the Excess Packet Loss or Latency
            and correct the problem.

      9.2   Remedy for Failure.  If either Excess Packet Loss or Latency  occurs
            and it  stems  from a source  within  the  Network  and not from the
            Customer or beyond the Network, and if AboveNet fails to correct the
            Excess  Packet  Loss  or  Latency   after  using  its   commercially
            reasonable  efforts for a period of twenty four (24) hours after the
            onset of such  Excess  Packet Loss or Latency,  then  AboveNet  will
            credit Customer's  account the pro-rata Bandwidth Fees (as set forth
            in the applicable  Order Form) for the  continuous  duration of such
            Excess  Packet Loss or Latency;  provided that all such credits will
            not exceed an aggregate  maximum  credit of Bandwidth Fees otherwise
            due from Customer for one (1) calendar month for failures in any one
            (1) calendar month.

      9.3   Inability to Access the Internet  (Downtime).  AboveNet will use its
            commercially  reasonable  efforts to avoid Downtime for 99.9% of the
            hours as an average  calculated over each calendar year. If Customer
            is unable to transmit  and receive  information  from the Network to
            other portions of the Internet  because  AboveNet  failed to provide
            Network  access  Services   ("Downtime")  for  more  than  four  (4)
            continuous hours,  then AboveNet will credit Customer's  account the
            pro-rata  Bandwidth Fees (as set forth in the applicable Order Form)
            for the  continuous  duration of such Excess Packet Loss or Latency;
            provided that all such credits will not exceed an aggregate  maximum
            credit of Bandwidth  Fees  otherwise  due from  Customer for one (1)
            calendar  month for  failures  in any one (1)  calendar  month.  For
            purposes of the  foregoing,  "unable to transmit and receive"  shall
            mean sustained packet loss in excess of fifty percent (50%) based on
            AboveNet' measurements.

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      9.4   Year 2000.  AboveNet  hereby  incorporates  its Year 2000 Compliance
            Disclosure  found at  HTTP://WWW.ABOVE.NET/HTML/Y2K.HTML  into  this
            Agreement.  If Customer  experiences any Excess Packet Loss, Latency
            or Downtime due to AboveNet's  failure to be Year 2000 compliant (as
            defined in the Year 2000 Compliance Disclosure),  Customer will have
            the remedies set forth in this  Section 9, and the  limitations  set
            forth in this  Section 9,  Section  11 and the Year 2000  Compliance
            Disclosure.  The Year 2000  Compliance  Disclosure,  as incorporated
            into  this  Agreement,   is  provided  as  a  "Year  2000  Readiness
            Disclosure"  as defined in the Year 2000  Information  and Readiness
            Disclosure Act of 1998 (Public Law 105-271,  112 Stat. 2386) enacted
            on October 19, 1998.

      9.5   Customer Must Request  Credit.  Customer must notify AboveNet within
            three (3) business days from the time Customer  becomes  eligible to
            receive a credit  under  this  Section  9 to  receive  such  credit.
            Failure to comply  with this  requirement  will  forfeit  Customer's
            right to receive a credit.

      9.6   Limitation on Remedies.  If Customer is entitled to multiple credits
            under this Section 9, such credits shall not be cumulative  beyond a
            total of credits for one (1) calendar month of Bandwidth Fees in any
            one (1)  calendar  month in any  event.  AboveNet  will not  apply a
            credit under  Section 9.2 for any Excess  Packet Loss or Latency for
            which  Customer  received a credit under Section 9.3.  AboveNet will
            only  apply a credit to the month in which  the  incident  occurred.
            Further,  AboveNet  will not apply a credit  for any period in which
            Customer  received any bandwidth  Services free of charge.  Sections
            9.2 and 9.3 above state Customer's sole and exclusive remedy for any
            failure by AboveNet to provide  Services or adequate Service levels,
            including  but not  limited to any  outages  or Network  congestion.
            AboveNet's  blocking of data  communications in contravention of its
            Anti-SPAM Policy or Acceptable Use Guidelines shall not be deemed to
            be a failure of AboveNet to provide  adequate  Service  levels under
            this Agreement.

      9.7   No Other Warranty.  Except for the express  warranty set out in this
            Section 9 above,  the Services are provided on an "AS IS" basis, and
            Customer's use of the Services is at its own risk. AboveNet does not
            make,  and hereby  disclaims,  any and all other express and implied
            warranties,   including,   but  not   limited  to,   warranties   of
            merchantability,  fitness for a particular purpose, non-infringement
            and title,  and any  warranties  arising  from a course of  dealing,
            usage,  or  trade  practice.  AboveNet  does  not  warrant  that the
            Services will be uninterrupted, error-free, or completely secure.

      9.8   Disclaimer of Third Party Actions and Control. AboveNet does not and
            cannot  control  the flow of data to or from the  Network  and other
            portions  of the  Internet.  Such flow  depends in large part on the
            performance  of Internet  services  provided or  controlled by third
            parties.  At times,  actions  or  inactions  caused  by these  third
            parties  can  produce   situations  in  which  AboveNet   customers'
            connections to the Internet (or portions thereof) may be impaired or
            disrupted.   Although  AboveNet  will  use  commercially  reasonable
            efforts  to take  actions it

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            deems  appropriate to remedy and avoid such events,  AboveNet cannot
            guarantee that they will not occur. Accordingly,  AboveNet disclaims
            any and all liability resulting from or related to such events.

10.   Insurance.  Customer will keep in full force and effect during the term of
      this Agreement:  (i) business loss and interruption insurance in an amount
      not less than that necessary to compensate  Customer and its customers for
      complete  failure  of  Service;   (ii)  comprehensive   general  liability
      insurance  in an  amount  not  less  than  one  (1)  million  dollars  per
      occurrence  for  bodily  injury  and  property  damage;   (ii)  employer's
      liability insurance in an amount not less than one (1) million dollars per
      occurrence;  and (iii)  workers'  compensation  insurance in an amount not
      less than that  required by applicable  law.  Customer also agrees that it
      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. Prior to installation of any Customer Equipment in the
      Co-location  Space or otherwise as AboveNet  may  request,  Customer  will
      furnish AboveNet with certificates of insurance which evidence the minimum
      levels of  insurance  set forth above.  Customer  agrees that prior to the
      installation  of  any  Customer  Equipment  at  AboveNet  premises  or the
      Co-location Space,  Customer will cause its insurance  provider(s) to name
      both AboveNet and the AboveNet landlord  indicated on the applicable Order
      Form as additional insured and notify AboveNet in writing of the effective
      date of such  coverage.  Customer  agrees that Customer and its agents and
      representatives  shall not  pursue  any claims  against  AboveNet  for any
      liability AboveNet may have under or relating to this Agreement unless and
      until Customer or Customer's employee,  as applicable,  first makes claims
      against Customer's  insurance  provider(s) and such insurance  provider(s)
      finally  resolve(s) such claims.  Any inability by Customer to furnish the
      proof the  insurance  required  under this Section 10 or failure to obtain
      such insurance  shall be a material  breach of this Section 10 and of this
      Agreement.

11.   Limitations of Liability.

      11.1  Personal Injury. Each Customer  Representative and any other persons
            visiting  AboveNet  facilities  does so at his or her own  risk  and
            AboveNet shall not be liable for any harm to such persons  resulting
            from any cause other than  AboveNet's  gross  negligence  or willful
            misconduct  resulting in personal injury to such persons during such
            a visit.

      11.2  Damage  to  Customer  Business.  Except  as  expressly  set forth in
            Section 9 including  the limited  remedy and other  limitations  set
            forth  under  Section  9, in no event  will  AboveNet  be  liable to
            Customer,  any Customer  Representative,  or any third party for any
            claims arising out of or related to Customer's business,  Customer's
            customers  or  clients,  Customer  Representative's   activities  at
            AboveNet  or  otherwise,  or for any  lost  revenue,  lost  profits,
            replacement   goods,   loss  of  technology,   rights  or  services,
            incidental,  punitive,  indirect or consequential  damages,

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

      11.3  Damage to Customer Equipment.  AboveNet assumes no liability for any
            damage to, or loss of, any  Customer  Equipment  resulting  from any
            cause other than AboveNet's gross negligence or willful  misconduct.
            To the extent  AboveNet is liable for any damage to, or loss of, the
            Customer  Equipment for any reason,  such  liability will be limited
            solely  to the  then-current  value of the  Customer  Equipment  and
            further  subject to the  limitations  set forth in this Section 11.3
            and in Section  11.4 below.  In no event will  AboveNet be liable to
            Customer,  any Customer  Representative,  or any third party for any
            claims arising out of or related to Customer  Equipment for any lost
            revenue, lost profits, replacement goods, loss of technology, rights
            or  services,   incidental,   punitive,  indirect  or  consequential
            damages,  loss  of  data,  or  interruption  or  loss  of use of any
            Customer  Equipment,  even if  advised  of the  possibility  of such
            damages,   whether  under  theory  of  contract,   tort   (including
            negligence), strict liability or otherwise.

      11.4  Maximum Liability.  Notwithstanding anything to the contrary in this
            Agreement,   AboveNet'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  AboveNet  hereunder  for the
            Twelve (12) month period prior to the event or events giving rise to
            such liability.

12.   Defense of third party claims and Indemnification.

      12.1  Defense.  Customer will defend  AboveNet,  its directors,  officers,
            employees,  affiliates  and  customers  (collectively,  the "Covered
            Entities")  from and against any and all claims,  actions or demands
            brought by or against  AboveNet  and/or any of the Covered  Entities
            alleging:   (a)  with  respect  to  the  Customer's  business:   (i)
            infringement  or  misappropriation  of  any  intellectual   property
            rights; (ii) defamation, libel, slander, obscenity,  pornography, or
            violation of the rights of privacy or publicity;  or (iii) spamming,
            or any other offensive, harassing or illegal conduct or violation of
            the Acceptable Use Guidelines or Anti-Spam Policy; (b) any damage or
            destruction  to  the  Co-location   Space,  the  Network,   AboveNet
            premises, AboveNet Equipment or to any other AboveNet customer which
            damage is caused by or  otherwise  results from acts or omissions by
            Customer,  Customer  Representative(s) or Customer's designees;  (c)
            any personal  injury or property  damage to any  Customer  employee,
            Customer  Representative  or other Customer  designee arising out of
            such individual's  activities  related to the Services,  unless such
            injury  or  property  damage is caused  solely by  AboveNet's  gross
            negligence or willful  misconduct;  or (d) any other damage  arising
            from the Customer  Equipment or Customer's  business  (collectively,
            the "Covered Claims").

      12.2  Indemnification.  Customer  hereby agrees to indemnify  AboveNet and
            each Covered  Entity from and against all damages,  costs,  and fees
            awarded  in  favor of  third  parties  in each  Covered  Claim,  and
            Customer will indemnify and hold

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            harmless  AboveNet and each Covered  Entity from and against any and
            all claims,  demands,  liabilities,  losses,  damages,  expenses and
            costs (including reasonable attorneys fees) (collectively, "Losses")
            suffered by AboveNet  and each Covered  Entity  which Losses  result
            from or arise out of a Covered Claim.

      12.3  Notification.  Customer will provide  AboveNet  with prompt  written
            notice of each Covered Claim of which Customer  becomes aware,  and,
            at AboveNet's sole option,  AboveNet may elect to participate in the
            defense and  settlement  of any Covered  Claim,  provided  that such
            participation  shall not relieve  Customer of any of its obligations
            under this Section 12.

13.   Reliance  on  Disclaimer,   Liability   Limitations  and   Indemnification
      Obligations.  Customer  acknowledges  that AboveNet has set its prices and
      entered  into  this  Agreement  in  reliance  upon  the   limitations  and
      exclusions of liability,  the  disclaimers  of warranties  and damages and
      Customer's indemnity  obligations set forth herein, 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 this Agreement is found
      to have failed of their essential purpose.

14.   Confidential Information. Each party acknowledges that it will 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), any of
      the  other  party's  Confidential  Information  and will  take  reasonable
      precautions   to  protect  the   confidentiality   of  such   information.
      Information will not be deemed Confidential  Information hereunder if such
      information: (i) is 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;  (iv) is
      independently  developed by the receiving  party; or (v) is required to be
      released by law or regulation,  provided that the receiving  party provide
      prompt written notice to the disclosing  party of such impending  release,
      and the  releasing  party  cooperate  fully with the  disclosing  party to
      minimize such release.

15.   Term. This Agreement will be effective beginning on the Effective Date and
      ending at the end of the last "Term"  specified in any Order Form accepted
      by AboveNet, unless terminated as provided in Section 16 below. Use of any
      Service  after the Term  specified  on the Order  Form  under  which  such
      Service was provided will constitute  Customer's

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      acceptance of AboveNet's then current standard Agreement and the fee rates
      then in effect, but be terminable by AboveNet upon notice.

16.   Termination.

      16.1  Nonpayment.  After  fifteen  (15) days of  non-payment  from the due
            date, or such longer period as AboveNet's Billing Terms & Conditions
            may provide,  AboveNet may disable  Service.  To re-enable  Service,
            AboveNet will require a reconnection  fee. After thirty (30) days of
            nonpayment from the AboveNet invoice due date, or such longer period
            as AboveNet's  Billing Terms & Conditions may provide,  AboveNet may
            terminate  the  Service  permanently.  Termination  does not  remove
            Customer's   obligations   under  this   Agreement,   including  the
            obligation to pay all fees for Service until  termination or due for
            a committed, initial Term.

      16.2  Unacceptable Use; Bankruptcy.  AboveNet may terminate this Agreement
            upon written  notice to Customer for violation of the Acceptable Use
            Guidelines or Anti-Spam Policy or if Customer becomes the subject of
            a  voluntary  petition in  bankruptcy  or any  voluntary  proceeding
            relating to insolvency,  receivership,  liquidation,  or composition
            for  the  benefit  of   creditors  or  becomes  the  subject  of  an
            involuntary  petition in  bankruptcy or any  involuntary  proceeding
            relating to insolvency,  receivership,  liquidation,  or composition
            for the benefit of creditors,  if such petition or proceeding is not
            dismissed within sixty (60) days of filing.

      16.3  For Cause.  Either party may terminate  this  Agreement if the other
            party  materially  breaches any term or condition of this  Agreement
            and fails to cure such breach  within thirty (30) days after receipt
            of written notice of the same,  except in the case of failure to pay
            fees which  failure is subject to Section  16.1 above or for failure
            to comply with  AboveNet's  Acceptable  Use  Guidelines or Anti-SPAM
            Policy as set forth in Section 16.2.

      16.4  No Liability  for  Termination.  Neither party will be liable to the
            other  for  any  termination  or  expiration  of this  Agreement  in
            accordance with its terms.  However,  expiration or termination will
            not extinguish claims or liability  (including,  without limitation,
            for payments due) arising prior to such expiration or termination.

      16.5  Effect of  Termination.  Upon the  effective  date of  expiration or
            termination of this Agreement:  (a) AboveNet will immediately  cease
            providing  the  Services;  (b) any and all  payment  obligations  of
            Customer under this Agreement will become due immediately, including
            but not limited to  Recurring  Service  Fees  through the end of the
            term  indicated on the Order Form adjusted for the net present value
            of the prospective payments;  (c) within thirty (30) days after such
            expiration or termination,  each party will return all  Confidential
            Information  of the  other  party in its  possession  at the time of
            expiration or termination  and will not make or retain any copies of
            such Confidential  Information except as required to comply with any
            applicable legal or accounting record keeping  requirement;  and (d)
            Customer will remove from AboveNet's premises all Customer

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<PAGE>

            Equipment and any of its other property on AboveNet  premises within
            ten  (10)  days of  AboveNet's  request  (and  only  after  Customer
            receives authorization from AboveNet as provided in Section 2.3) and
            return the Co-location Space to AboveNet in the same condition as it
            was prior to  Customer's  installation.  If Customer does not remove
            such property (or cannot  remove such  property  because of payments
            due to AboveNet) within such ten (10) day period,  then AboveNet may
            move any and all such  property to storage and charge  Customer  for
            the cost of such  removal  and  storage,  without  being  liable for
            related  damages.  If  Customer  does  not  pay all  amounts  due to
            AboveNet and remove such property from AboveNet  premises or storage
            within  thirty  (30) days of such  AboveNet  request,  AboveNet  may
            liquidate  the  property in any  reasonable  manner,  without  being
            liable for related damages.

      16.6  Survival.  The following  provisions  will survive any expiration or
            termination  of the  Agreement:  Sections  1.3,  1.4,  2 (until  all
            Customer Equipment is removed from the Co-location  Space), 3, 4, 6,
            8, 9.5-9.8, 10-13, 14 (for a period of three (3) years),  16.4-16.6,
            and 17.

17.   Miscellaneous Provisions.

      17.1  Force Majeure. Except for the obligation to pay money, neither party
            will be liable  for any  failure or delay in its  performance  under
            this  Agreement,  or for credits  under  Section 9, due to any cause
            beyond its reasonable  control,  including acts of war, acts of God,
            earthquake,  flood,  embargo,  riot,  sabotage,  labor  shortage  or
            dispute,  governmental act or failure of the Internet, provided that
            the delayed  party:  (a) gives the other party prompt notice of such
            cause,  and (b) uses its  reasonable  commercial  efforts to correct
            promptly such failure or delay in performance.

      17.2  No Lease. This Agreement is a services agreement and is not intended
            to and will not constitute a lease of any real or personal property.
            In particular,  Customer  acknowledges  and agrees that Customer has
            not been granted any real property interest in the Co-location Space
            or other AboveNet  premises,  and Customer has no rights as a tenant
            or  otherwise  under  any real  property  or  landlord/tenant  laws,
            regulations, or ordinances.

      17.3  Marketing.  Customer  agrees that  AboveNet may refer to Customer by
            trade  name  and  trademark,  and may  briefly  describe  Customer's
            Business in AboveNet's  marketing  materials and web site.  Customer
            hereby grants  AboveNet a limited  license to use any Customer trade
            names and trademarks solely in connection with the rights granted to
            AboveNet pursuant to this Section 17.3. All goodwill associated with
            Customer's  trade name and trademarks will inure solely to Customer.
            Customer may display the slogan "Powered by AboveNet"  together with
            the AboveNet logo, or any other  AboveNet  trademark or service mark
            or logo, on Customer's web sites or marketing  literature only after
            obtaining  AboveNet's written approval on a case-by-case  basis, and
            provided that Customer  abide by the AboveNet  trademark  guidelines
            and such other  guidelines  as

                                  Page 11 of 14

<PAGE>

            AboveNet  may  provide  Customer.   All  goodwill   associated  with
            AboveNet's  trade  name,  trademarks,  slogans  and logos will inure
            solely to AboveNet.

      17.4  Government  Regulations.   Customer  will  not  export,   re-export,
            transfer,  or make available,  whether  directly or indirectly,  any
            regulated  item  or  information  to  anyone   outside-the  U.S.  in
            connection  with this  Agreement  without first  complying  with all
            export control laws and regulations which may be imposed by the U.S.
            Government and any country or  organization  of nations within whose
            jurisdiction Customer operates or does business.

      17.5  Assignment.  Neither  party may assign its  rights or  delegate  its
            duties under this  Agreement  either in whole or in part without the
            prior  written  consent of the other  party,  except to a party that
            acquires  substantially  all of the  assigning  party's  assets or a
            majority of its stock as part of a corporate  merger or acquisition.
            Any attempted  assignment or delegation without such consent will be
            void.  This  Agreement  will bind and inure to the  benefit  of each
            party's successors and permitted assigns.

      17.6  Notices.  Any notice or  communication  required or  permitted to be
            given  hereunder  may be  delivered  personally,  deposited  with an
            overnight  courier,  sent  by  confirmed  facsimile,  or  mailed  by
            registered or certified  mail,  return  receipt  requested,  postage
            prepaid,  in each case to the address of the  receiving  party first
            indicated  above,  or at such  other  address  as  either  party may
            provide to the other by written  notice.  Such notice will be deemed
            to have been given as of the date it is delivered,  or five (5) days
            after mailed or sent, whichever is earlier.

      17.7  Relationship  of Parties.  AboveNet  and  Customer  are  independent
            contractors  and this Agreement will not establish any  relationship
            of  partnership,  joint  venture,  employment,  franchise  or agency
            between  AboveNet and Customer.  Neither  AboveNet nor Customer will
            have the power to bind the other or incur obligations on the other's
            behalf  without  the  other's  prior  written  consent,   except  as
            otherwise expressly provided herein.

      17.8  Choice of Law and  Arbitration.  This  Agreement will be governed by
            and  construed  in  accordance   with  the  laws  of  the  State  of
            California,  excluding its conflict of laws  principles.  Each party
            agrees to submit any and all disputes concerning this Agreement,  if
            not resolved between the parties,  to binding  arbitration under one
            (1) neutral, independent and impartial arbitrator in accordance with
            the  Commercial  Rules  of  the  American  Arbitration   Association
            ("AAA");  provided,  however, the arbitrator may not vary, modify or
            disregard any of the provisions  contained in this Section 17.8. The
            decision  and any award  resulting  from such  arbitration  shall be
            final and binding.  The place of  arbitration  will be at AboveNet's
            offices.  The arbitrator is not empowered to award damages in excess
            of compensatory damages and each party hereby irrevocably waives any
            right to recover such  damages with respect to any dispute  resolved
            by  arbitration.  Both parties  shall  equally share the fees of the
            arbitrator.  The language of arbitration will be English;  provided,
            however  that an  interpreter  may be provided

                                  Page 12 of 14

<PAGE>

            for any  witness  that  requires an  interpreter.  The costs of such
            interpretation   will  be  borne  by  the   party   requesting   the
            interpreter. Any final decision or award from arbitration under this
            Section 17.8 will be in writing and  reasoned.  The  arbitrator  may
            award  attorney's fees to the prevailing  party as determined by the
            arbitrator  with wide  discretion  considering  both (i) which party
            bettered its position  most by the outcome of the  Arbitration,  and
            (ii) that the parties  intended  that all  limitations  on liability
            would be enforced by the  arbitrator.  Except for attorney's fees as
            the arbitrator may award as provided in the previous sentence,  each
            will  bear  their own costs and  expenses  that are  reasonable  and
            necessary for  participating in arbitration under this Section 17.8.
            As part of any  arbitration  conducted under this Section 17.8, each
            party may:  (i)  request  from the other party  documents  and other
            materials  relevant  to the dispute and likely to bear on the issues
            in such dispute, (ii) conduct no more than five (5) oral depositions
            each of  which  will be  limited  to a  maximum  of  seven  hours in
            testimony, and (iii) propound to the other party no more than thirty
            (30) written interrogatories,  answers to which the other party will
            give under oath. All the dispute resolution proceedings contemplated
            in  this  Section  17.8  will  be as  confidential  and  private  as
            permitted  by law.  The parties  will not  disclose  the  existence,
            content or results of any  proceedings  conducted in accordance with
            this Section 17.8, and materials  submitted in connection  with such
            proceedings will not be admissible in any other proceeding, provided
            however,  that this  confidentiality  provision  will not  prevent a
            petition to vacate or enforce an  arbitration  award,  and shall not
            bar disclosures required by law. The parties agree that any decision
            or award resulting from  proceedings in accordance with this Section
            17.8 shall have no preclusive  effect in any other matter  involving
            third parties.  All  applicable  statutes of limitation and defenses
            based upon the passage of time will be tolled  while the  procedures
            specified in this  Section  17.8 are pending.  The parties will take
            such  action,  if any,  required to  effectuate  such  tolling.  The
            arbitration  shall be governed by the United States  Arbitration Act
            and  judgement  upon the award  rendered  by the  arbitrator  may be
            entered by any court having jurisdiction.

      17.9  Changes Prior to Execution. Customer represents and warrants that it
            made no changes to this Agreement  prior to providing this Agreement
            to AboveNet for its  acceptance  and  execution,  and that  AboveNet
            alone  incorporated  any and all  changes  negotiated  between,  and
            accepted by,  Customer and AboveNet  into this  Agreement or into an
            addendum executed by both parties.

      17.10 Entire Agreement.  This Agreement,  together with the Order Form and
            AboveNet  policies  referred  to in this  Agreement  represents  the
            complete  agreement and understanding of the parties with respect to
            the subject  matter herein,  and  supersedes any other  agreement or
            understanding,  written or oral. This Agreement may be modified only
            through a written  instrument  signed by both parties.  Both parties
            represent  and  warrant  that  they have  full  corporate  power and
            authority to execute and deliver this Agreement and to perform their
            obligations under this Agreement and that the person whose signature
            appears  above is duly  authorized  to enter into this  Agreement on
            behalf of the respective  party.  Should any terms of this Agreement
            be declared  void or  unenforceable  by any  arbitrator

                                  Page 13 of 14

<PAGE>

            or court of  competent  jurisdiction,  such terms will be amended to
            achieve  as  nearly  as  possible  the same  economic  effect as the
            original  terms and the remainder of this  Agreement  will remain in
            full force and  effect.  If a  conflict  arises  between  Customer's
            purchase order terms and this  Agreement,  this Agreement shall take
            precedence.  In the case of international,  federal,  state or local
            government  orders,  Customer's  purchase  order  must  contain  the
            following language:  "Notwithstanding any provisions to the contrary
            on the face of this  purchase  order,  attachments  to this purchase
            order, or on the reverse side of this purchase order,  this purchase
            order  is being  used for  administrative  purposes  only,  and this
            purchase  order is placed under and subject  solely to the terms and
            conditions  of  the  AboveNet  Network  Agreement  executed  between
            Customer and AboveNet."

End of AboveNet Internet Services Agreement


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