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                                                                    EXHIBIT 10.2

*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                                      N2H2 -- COLOCATION SERVICE

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

1.      Interpretation

2.      Commencement of this Contract

3.      Provision of the Service

4.      Connection of Customer Equipment to the Service

5.      Removal or Collection of Equipment

6.      Access and Site Regulations

7.      Security

8.      Use of the Service

9.      Confidentiality

10.     Charges and Deposits

11.     Limitation of Liability

12.     Matters Beyond the Reasonable Control of Either Party

13.     Minimum Periods

14.     Breaches of this Contract

15.     Changes to this Contract

16.     Assignment

17.     Entire Agreement

18.     Sales Taxes

19.     Notices

20.     Law

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                                                        N2H2--COLOCATION SERVICE


1.    INTERPRETATION

      IN THIS CONTRACT:

      "APPROVED MAINTAINER"       means anyone approved by the Customer as
                                  authorised to work on the Customer
                                  Equipment including anyone who identifies
                                  themselves as such in accordance with the
                                  procedures set out in 1.3(d) of the Service
                                  Schedule.

      "BT"                        means British Telecommunications plc of 81
                                  Newgate Street, London EC1A 7AJ, registered in
                                  England No. 1800000.

      "BT EQUIPMENT"              means any equipment belonging to or supplied
                                  by BT on the Site for the provision of the
                                  Service

      "BT GROUP COMPANY"          means a BT subsidiary or holding company, or
                                  a subsidiary of that holding company, all as
                                  defined by Section 736 of the Companies Act
                                  1985, as amended by the Companies Act 1989.

      "CONTRACT"                  means, in order of precedence, these
                                  Conditions and the Service Schedule.

      "CUSTOMER"                  N2H2, Inc., a Washington corporation, having
                                  its principal place of business at 99 4th
                                  Avenue - Suite 3400, Seattle, WA  98164.

      "CUSTOMER EQUIPMENT"        means any equipment belonging to or
                                  supplied by the Customer on the Site.

      "CUSTOMER RACKS"            means the racks allocated for the Customer's
                                  use as per the Service Schedule.

      "FILTERING CONTRACT"        means the Contract of even date between the
                                  Customer and BT for the provision and resale
                                  of internet filtering services.

      "INTERNET STANDARDS"        means the protocols and standards defined in
                                  the following Internet documents: RFC 1009,
                                  1122, 1123 and 1250 and any other applicable
                                  protocols and standards.

      "MINIMUM PERIOD"            means the minimum periods specified in clauses
                                  2.1(b) and 2.3(a) of the Service Schedule
                                  beginning on the Operational Service Date.

      "OPERATIONAL SERVICE DATE"  means the earlier of the date when that
                                  part of the Service subject to the Minimum
                                  Period is first made available to the Customer
                                  at a Site or the date when the Customer first
                                  starts to use the Service.


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                                                        N2H2--COLOCATION SERVICE


      "RACK PLAN"                 means a plan describing the proposed layout
                                  and type of the Customer Equipment to be
                                  placed in the Customer Racks.

      "SERVICE"                   means the Co-location service or, where
                                  appropriate, part of the Co-location service
                                  described in Schedule 1 - Service Schedule.

      "SITE"                      means the place at which BT agrees to provide
                                  the Service as specified in the Service
                                  Schedule.

2.      COMMENCEMENT OF CONTRACT

2.1     This Contract shall commence once it and the Filtering Contract have
        each been signed by both parties and shall continue for 2 years unless
        terminated earlier as provided herein.

2.2     This Contract shall automatically terminate upon the termination of the
        Filtering Contract.

3.      PROVISION OF THE SERVICE

3.1     BT will provide the Service to the Customer on the terms of this
        Contract.

3.2     BT will use reasonable endeavours to provide the Service by the date
        agreed with the Customer, but all dates are estimates and BT has no
        liability for any failure to meet any date.

3.3     BT will provide the Service with the reasonable skill and care of a
        competent telecommunications provider.

3.4     It is technically impracticable to provide a fault free Service and BT
        does not undertake to do so. However, BT will use reasonable endeavours
        to meet any targets set for the Services as shown in the Service
        Schedule.

3.5     Occasionally BT may:

        (a)    for operational reasons, change the technical specification of
               the Service, provided that any change to the technical
               specification does not materially affect the performance of the
               Service; or

        (b)    give the Customer instructions which it believes are necessary
               for reasons of health, safety or the quality of any
               telecommunications or internet service provided by BT to the
               Customer or any other customer.

        Before doing so, BT will give the Customer as much notice as possible
        and whenever practicable will agree with the Customer, when the Service
        will be suspended.

3.6     BT will only provide those things expressly described in the Service
        Schedule. The Customer is responsible for providing suitable computer
        hardware, software and telecommunications equipment and services
        necessary to access and use the Service. This Contract does not include
        the provision of telecommunication services necessary to connect to the
        Service, other than internet access as set out in the Service Schedule.

3.7     The Customer is responsible for the acts and omissions of all Approved
        Maintainers in connection with the Service and is liable for any failure
        by any Approved Maintainer to perform or observe the terms and
        conditions of this Contract as if that failure were the failure of the
        Customer, including any instructions issued under paragraph 3.5


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                                                        N2H2--COLOCATION SERVICE


4.      CONNECTION OF CUSTOMER EQUIPMENT TO THE SERVICE

4.1     The Customer may only connect Customer Equipment to the Service as
        described in the most up to date Rack Plan which has been approved by BT
        pursuant to paragraph 2.1(a) of the Service Schedule.

4.2     The Customer must ensure that all Customer Equipment is connected, used
        and dealt with in accordance with all applicable manufacturer's and
        distributor's instructions and in accordance with best IT industry
        safety standards and is not a danger to the Site or any people or
        equipment in it.

4.3     The Customer must ensure that any Customer Equipment which is attached
        (directly or indirectly) to the Service is technically and physically
        compatible with the Service and approved for that purpose under any
        legislation.

4.4     The Customer must ensure that any Customer Equipment is connected, used
        and dealt with in accordance with any reasonable instructions from BT.

4.5     The Customer will indemnify BT against all reasonable costs arising out
        of a breach by the Customer of this paragraph 4.

5.      REMOVAL OR COLLECTION OF EQUIPMENT

5.1     In the event of termination of this Contract all the Customer Equipment
        is to be removed by the Customer within 5 days of such termination. The
        Customer must give BT prior notice of the date and time of removal,
        which must be agreed with BT. The removal will be at the Customer's
        expense.

5.2     If the Customer fails to remove all the Customer Equipment within one
        month of the termination date, BT shall be entitled:

a)      to remove part of or all the Customer Equipment and store it, and the
        Customer shall reimburse to BT any costs incurred by BT in removing and
        storing it; and

b)      to sell the Equipment and section 12 of the Torts (Interference with
        Goods) Act 1977 (which shall be deemed to apply in Scotland as well as
        in England) shall apply as if BT had in accordance with Part II of
        Schedule 1 to that Act given to the Customer notice of its intention to
        sell the Equipment. In accounting to the Customer BT shall be entitled
        to deduct from the proceeds of sale any sum due to BT from the Customer
        under this Contract.

6.      ACCESS AND SITE REGULATIONS

6.1     Access to the Site will be subject to BT's reasonable security
        procedures as notified to the Customer from time to time.

6.2     All access to the Site must be booked with BT as far in advance as
        reasonably possible in the circumstances. Bookings are to be made by
        telephone to such number as BT may notify to the Customer from time to
        time.

6.3     The Customer will observe BT's reasonable site regulations, as
        previously advised in writing to the Customer. The Customer shall be
        responsible for ensuring that its employees and all Approved Maintainers
        also observe such regulations.

7.      SECURITY

7.1     BT is responsible for the physical security of the Site.

7.2     The Customer is responsible for all other security matters.


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                                                        N2H2--COLOCATION SERVICE


8.      USE OF THE SERVICE

8.1     The Service is provided solely for the Customer's own use and the
        Customer will not resell or attempt to resell the Service (or any part
        or facility of it) to any third party.

8.2     The Service must not be used, directly or indirectly, in any way that
        does not comply with:

        a)     the terms of any legislation or any license applicable to the
               Customer or that is in any way unlawful;

        b)     any instructions given by BT under paragraphs 3.5(b)

8.3     The Service must not be used:

        a)     to send, receive, upload, download, use or re-use any information
               or material which is defamatory, obscene or menacing, or in
               breach of confidence, copyright, privacy or any other rights
               (except for the purpose of providing the Customer's internet
               filtering service to its customers); or

        b)     other than in accordance with the legally acceptable use policies
               of any connected networks and the Internet Standards.

8.4     The Customer must not use a Domain Name or URL which infringes the
        rights of any person in a corresponding trade mark or name.

8.5     If the Customer uses the Service in contravention of paragraphs 8.1,
        8.2, 8.3 or 8.4 then BT may treat the contravention as a material breach
        of this Contract.

8.6     The Customer must indemnify BT against any claims or legal proceedings
        which are brought or threatened against BT by a third party because:

        a)     the Service is used in breach of this paragraph 8; or

        b)     the Service is faulty or cannot be used by that third party.

        Such indemnity will be contingent on BT notifying Customer of any such
        claims or legal proceeding within 5 days of BT having notice of such
        claims or legal proceeding and BT tendering defence of such claims or
        legal proceeding to Customer. BT agrees (at the Customer's reasonable
        expense) to provide the Customer with reasonable assistance in the
        defence of such claims. The Customer will keep the BT informed as to the
        progress of such claims or proceedings.

8.7     The Service includes Internet access. The Internet is independent of the
        Service and BT and use of the Internet is solely at the Customer's risk
        and subject to all applicable laws. BT has no responsibility for any
        information, software, services or other materials obtained by the
        Customer using the Internet.

9.      CONFIDENTIALITY

9.1     The parties will keep in confidence any information (whether written or
        oral) of a confidential nature (including software and manuals) obtained
        under this Contract and will not disclose that information to any person
        (other than their employees or professional advisers, or in the case of
        BT the employees of a BT Group Company or their suppliers, who need to
        know the information) without the written consent of the other party.

9.2     This paragraph 9 will not apply to:

        a)     any information which has been published other than through a
               breach of this Contract;


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        b)     information lawfully in the possession of the recipient before
               the disclosure under this Contract took place;

        c)     information obtained from a third party who is free to disclose
               it; and

        d)     information which a party is requested to disclose and, if it did
               not, could be required by law to do so.

9.3     This paragraph 9 will remain in effect for two years after the
        termination of this Contract.

10.     CHARGES

10.1    BT will invoice N2H2 quarterly in arrears for the greater of Pound
        Sterling * or the value of the Service being provided by BT to
        N2H2 under this Contract, calculated using BT's then generally available
        prices for such services. It is recorded that BT's generally available
        price for the 1 rack and 1MB of bandwidth being provided at the
        commencement of this contract is Pound Sterling 35800.00 per annum.

10.2    Invoices shall be payable within 30 days of their date.

11.     LIMITATION OF LIABILITY

11.1    Both parties accept unlimited liability for death or personal injury
        resulting from its negligence. Paragraphs 11.2 and 11.3 do not apply to
        such liability.

11.2    Neither party shall be liable to the other either in contract, tort
        (including negligence) or otherwise for any direct or indirect loss of
        profits, business or anticipated savings, nor for any indirect or
        consequential loss or damage or for any destruction of data.

11.3    Each party's liability to the other, whether in contract, tort
        (including negligence) or otherwise in relation to this Contract is
        limited to Pound Sterling 250,000 for any one incident or series of
        related incidents and to Pound Sterling 500,000 for all incidents in any
        period of 12 months.

11.4    BT excludes all liability of any kind in respect of any material on the
        Internet which can be accessed using the Service and is not responsible
        in any way for any goods (including software) or services provided by
        third parties advertised, sold or otherwise made available by means of
        the Service or on the Internet;

11.5    Neither party shall be liable to the other either in contract, tort
        (including negligence) or otherwise for the acts or omissions of other
        providers of telecommunications or Internet services (including domain
        name registration authorities) or for faults in or failures of their
        equipment.

11.6    Each provision of this Contract, excluding or limiting liability,
        operates separately. If any part is held by a court to be unreasonable
        or inapplicable, the other parts shall continue to apply.

12.     MATTERS BEYOND THE REASONABLE CONTROL OF EITHER PARTY

12.1    If either party is unable to perform any obligation under this Contract
        because of a matter beyond that party's reasonable control such as
        lightning, flood, exceptionally severe weather, fire, explosion, war,
        civil disorder, industrial disputes (whether or not involving that
        party's employees) or acts of local or central Government or other
        competent authorities, or events beyond the reasonable control of that
        party's suppliers, that party will have no liability to the other for
        that failure to perform.

12.2    If any of the events detailed in paragraphs 12.1 continue for more than
        3 months either party may serve notice on the other terminating this
        Contract.


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13.     MINIMUM PERIODS

13.1    Upon termination of this Contract the Customer must pay the charges due
        for any remaining part of any Minimum Periods.

14.     BREACHES OF THIS CONTRACT

14.1    Either party may terminate this Contract or the Service immediately on
        notice, if the other:

        a)     commits a material breach of this Contract, which is capable of
               remedy, and fails to remedy the breach within a reasonable time
               of a written notice to do so; or

        b)     commits a material breach of this Contract which cannot be
               remedied; or

        c)     is repeatedly in breach of this Contract; or

        d)     is the subject of a bankruptcy order, or becomes insolvent, or
               makes any arrangement or composition with or assignment for the
               benefit of their creditors, or goes into voluntary (otherwise
               than for reconstruction or amalgamation) or compulsory
               liquidation, or a receiver or administrator is appointed over
               their assets, or if the equivalent of any such events under the
               laws of any of the relevant jurisdictions occurs to the other
               party.

14.2    If either party delays in acting upon a breach of this Contract that
        delay will not be regarded as a waiver of that breach. If either party
        waives a breach of this Contract that waiver is limited to that
        particular breach.

14.3    BT's rights under paragraph 14.1 do not prejudice any other rights of BT
        under this Contract, including any claim for payment of arrears or for
        damages for breach of this Contract.

15.     CHANGES TO THIS CONTRACT

15.1    If the Customer asks BT to make any change to the Service BT may ask the
        Customer to confirm the request in writing. If BT agrees to a change,
        this Contract will be amended from the date when BT confirms the change
        in writing to the Customer.

16.     ASSIGNMENT

16.1    Neither party may transfer any of their rights or obligations under this
        Contract, without the written consent of the other (such consent not to
        be unreasonably withheld), except that BT may transfer its rights or
        obligations (or both) to a BT Group Company without consent.

17.     ENTIRE AGREEMENT

17.1    This Contract contains the whole agreement between the parties and
        supersedes all previous written or oral agreements relating to its
        subject matter.

17.2    The parties acknowledge and agree that:

        (a)    they have not been induced to enter into this Contract by any
               representation, warranty or other assurance not expressly
               incorporated into it; and

        (b)    in connection with this Contract their only rights and remedies
               in relation to any representation, warranty or other assurance
               are for breach of this Contract and that all other rights and
               remedies are excluded, except in the case of fraud.

18.     SALES TAX


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18.1   All monetary figures exclude VAT and any other applicable sales taxes.

19.     NOTICES

19.1    Notices given under this Contract must be in writing and may be
        delivered by hand or by courier, or sent by first class post to the
        following addresses:

        (a)    to BT its registered office or any alternative address which BT
               notifies to the Customer;

        (b)    to the Customer at the address to which the Customer asks BT to
               send invoices or if the Customer is a limited company, its
               registered office.

20.     LAW

20.1    This Contract is governed by the law of England and Wales and subject to
        the exclusive jurisdiction of the English courts.

        IN WITNESS WHEREOF the parties have caused this agreement to be signed
        by their duly authorised representatives this _____ day of
        _____________, 1999.

        British Telecommunications PLC                    N2H2



Signed:                                      Signed:
       ----------------------------------           ---------------------------

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

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


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                                                        N2H2--COLOCATION SERVICE


SCHEDULE 1 -- SERVICE SCHEDULE

The provisions of this Service Schedule are in addition to the Conditions and
form part of the Contract.

1.1     EQUIPMENT RACKING

a)      BT will provide 1 standard 19" rack. Manufacturers and BT's reasonable
        safety and mounting/racking practices must be observed at all times. A
        fully equipped rack is not to exceed a total equipment floor loading of
        800 lbs/sq. in.

b)      Each rack will be provided with lockable front and rear doors with keys
        being held by Site security.

c)      Electrical supplies to the racks will be fed from a PDU (power
        distribution unit). Two feeds of 240VAC 50HZ will be supplied, each
        fused within the rack at 13 amps. (The maximum usable load.) Each feed
        will terminate on a 10 socket power pole. The electrical feeds to the
        rack will be backed up by the use of Standby Generators and UPS
        (uninterruptable power supplies).

d)      The Customer Racks are dedicated for the Customer's sole use and will be
        used only by the Customer. However, the Customer acknowledges that the
        deployment of such racks does not constitute a grant to the Customer of
        any right, title or interest in such racks or in any software or other
        application of any kind provided by BT which is connected with such
        racks.

e)      BT reserves the right, at the Customer's expense, to remove any rack,
        from any element of the Service for reasons of security implications,
        fire and safety hazards or breaches of these terms and conditions.
        Notice will be given but in extreme emergency cases service will be
        removed at BT's discretion.

f)      BT also reserves the right, in exceptional circumstances, to move racks
        to accommodate further growth of the data centre facility. A minimum
        period of 28 days notice will be given.

1.2     INTERNET CONNECTIVITY

a)      BT will provide 1Mb peak internet connectivity. The interface will be
        presented as 1 CAT5 cable with standard RJ45 termination for connection
        to the Customer Equipment. The interface cable will terminate on
        10/100BaseTX ports on a BT owned and managed Catalyst switch. The
        Customer is not allowed to access the router/catalyst configuration.

b)      A Class C "IP Address range" will be allocated directly for initial
        usage with the remainder of the Class C range being held in reserve. The
        Customer must allocate addresses in an orderly, efficient manner and
        provide to BT regular usage and forecast usage on the address range. BT
        reserves the right to re-allocate/re-assign IP addresses as required to
        fulfill operational requirements and those conditions as stipulated by
        RIPF. In such circumstances a minimum 28 days notice period will be
        given to allow for co-ordination. All IP addresses remain the property
        of BT. Additional IP addresses will be available subject to appropriate
        approvals on usage and payment of BT's then current administration
        charge.

1.3     PHYSICAL SECURITY

a)      The Site will be a BT server farm currently located at *

b)       *


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                                                        N2H2--COLOCATION SERVICE


c)      *

d)      *

e)      *

f)      *

g)      The Customer will, at no charge, during the first month of the Contract,
        be granted 3 days access to the site. The timing of such access must be
        arranged in advance with BT and must be used in lots of 24 hours each.
        Further to this the Customer will receive, at no additional charge, a
        period of 2 hours access to the Site each calendar month. All additional
        visits will be charged at BT's then current rates. Unused visits may not
        be carried forward from one month to the next.

1.4     CONTROLLED ENVIRONMENT

a)      Forced air-cooling will be supplied to the bottom of the Customer Racks
        and extracted through natural and fan assisted convection out through
        the top. Cooling air at 17 degrees Centigrade (62.6 degrees Fahrenheit)
        will be supplied at the bottom of the Customer Racks. Average room air
        temperature will be maintained to 20 degrees Centigrade (70 degrees
        Fahrenheit) within a tolerance of plus or minus 2 degrees Centigrade.
        Humidity will be maintained at 50% within a tolerance of plus or minus
        2%.

1.5     REMOTE HANDS

a)      Remote Hands is the name given for the use of BT personnel to carry out
        routine tasks at the request of the Customer. Such tasks are limited to
        those identified below and BT takes no responsibility of any kind
        whatsoever for the consequences of following any of the Customer's
        instructions. BT accepts no liability of any kind whatsoever (including
        negligence) in the event that the Remote Hands facility carries out, at
        the Customer's request, tasks other than those listed in this paragraph
        1.5.

b)      A 24 hour Remote Hands facility will be available to perform the
        following basic system tasks: checking lamp status, power cycling,
        insertion/removal of tapes, button pushing and the removal/insertion of
        cords/cables/leads with a recognised connection plug/socket. The Remote
        Hands facility does not carry out unpacking and install of
        servers/equipment.

c)      The Customer will receive, at no charge, use of the Remote Hands
        facility for 3 hours per month. Each request for "Remote Hands"
        assistance will count as a minimum of one hour. Additional Remote Hands
        visits will be charged at BT's then current rates. Unused Remote hands
        hours may not be carried forward from one month to the next.

d)      The Remote Hands service will be available by dialing such number as BT
        may advise from time to time.

        The call request will be logged and BT will use reasonable endeavours to
        call back to assist within 30 minutes. The call back will be made from a
        telephone line installed in the rack, and which has been pre-provisioned
        at the customer's expense. All charges, including calls, will be the
        customer responsibility.


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1.6     SERVICE MANAGEMENT

        BT shall establish and shall operate a single, 24 hour, fault reporting
        Service desk on such number as BT may advise from time to for the
        purpose of the reporting of all customer faults and the issuing of
        trouble tickets.

1.7     SCHEDULED SERVICE TIME

a)      The Service is scheduled to be available 24 hours per day, 7 days a
        week, but 24x7 availability is not guaranteed. From time to time, it
        will be necessary for BT to schedule maintenance (including but not
        limited to network maintenance, replacement of faulty components, or
        testing of the uninterruptable power supply) which may cause a
        disruption to the Service. BT will use reasonable endeavours to provide
        a minimum of 72 hours' notice before conducting such planned Service
        affecting maintenance but does not guarantee it will always be able to
        do so.

b)      Where significant changes are planned BT will provide a minimum of 28
        days notice when it is reasonably practicable to do so.

c)      Emergency maintenance, updates, and other procedures will be scheduled
        on a case-by-case basis.

e)      Planned maintenance activity is not considered to be part of the
        scheduled service time.

f)      Nothing in this paragraph should be construed as a guarantee that BT
        will always comply with the notice periods set out above, and BT is
        obliged only to provide, as much prior notice of any Service affecting
        maintenance as is reasonably practicable under the circumstances.

2.      CUSTOMER RESPONSIBILITIES

2.1     EQUIPMENT RACKING

a)      BT must approve, in writing, a Rack Plan provided by the Customer before
        the Customer may place any Customer Equipment at the Site. In
        considering such approval BT will have regard, without limitation, to
        packing densities, potential heat output problems, and fire hazards. Any
        changes to a Rack Plan must also be approved by BT in writing.

b)      The Customer shall be entitled to increase the number of racks on 28
        working days notice to BT. Any increase in the number of racks required
        will be subject to a Minimum Period of 12 months and the Customer must
        give BT 28 working days notice of its intention to change the number of
        racks and any increase will be subject to availability of equipment,
        labour and floor space.

c)      All customer racking, equipment, shelving and components must be clearly
        labelled to assist the Remote Hands service in navigating to the
        appropriate item of kit requiring attention. Rack layouts and numbering
        must be provided as an on-site paper record also for maintenance
        purposes.

2.2     CUSTOMER EQUIPMENT

a)      The Customer is responsible for the provision, installation, maintenance
        and insurance of the Customer's Equipment.

b)      The Customer is responsible for ensuring that the Customer's Equipment,
        including any additions, are compatible with the equipment racking
        parameters specified in the Service Schedule at paragraph 2.1.a.

c)      The Customer must not add to, modify or in any way interfere with the BT
        Equipment, nor allow anyone else to do so without the express approval
        of BT.


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d)      The Customer will be liable to BT for any loss arising out of a breach
        of paragraph 3.2(c), except where such loss is caused by BT's
        negligence.

e)      All installation work for wiring between the Customer Equipment and the
        appropriate network terminating point (which will be located on the
        Customer Racks) and between items of Customer Equipment within the rack
        cluster must be carried out, at the Customer's cost, by a BT approved
        wiring contractor.

f)      BT will at the Customer's request do all reasonable things to put in
        place cable tray connections between adjacent racks and between any
        non-contiguous racks. BT's then current reasonable charges for such work
        will apply.

        Note: All underfloor cabling work will be scheduled outside of normal
        working hours for operational and safety reasons.

g)      The Customer is responsible for testing and maintenance of the Customer
        Equipment to ensure:

        (i)   that it meets the manufacturer's specification,
        if any;

        (ii)  that the installation has been correctly carried out; and

        (iii) that the Customer Equipment is functioning correctly, including,
        where appropriate, testing in conjunction with other equipment including
        remotely located equipment connected to the Customer Equipment by means
        of a telecommunication system.

h)      The Customer will provide a list of the Customer Equipment on the Site
        when requested from time to time by BT.

2.3     INTERNET CONNECTIVITY

a)      The Customer shall be entitled to increase the internet connectivity,
        subject to the provisions of this sub-paragraph. All increases will be
        subject to giving 28 working days notice to BT, a Minimum Period of 12
        months and will be subject to availability.

2.4     PHYSICAL SECURITY

a)      The Customer must ensure that those people which it approves to have
        access to the Site, are suitably competent to carry out the necessary
        tasks and that they are responsible for their own safety whilst on the
        Site.

2.5     REMOTE HANDS

a)      The Customer must not give any instructions to the Remote Hands for
        activities outside those listed in paragraph 1.5(b).

2.6     SERVICE MANAGEMENT

a)      The Customer will provide a nominated contact with BT for all matters
        relating to the provision of the Service. The Customer will also provide
        contact details for any appointed agents whom BT may need to communicate
        in relation to the Service.


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18.1    All monetary figures exclude VAT and any other applicable sales taxes.

19.     NOTICES

19.1    Notices given under this Contact must be in writing and may be delivered
        by hand or by courier, or sent by first class post to the following
        addresses:

        (a)    to BT its registered office or any alternative address which BT
               notifies to the Customer;

        (b)    to the Customer at the address to which the Customer asks BT to
               send invoices or if the Customer is a limited company, its
               registered office.

20.     LAW

20.1    This Contract is governed by the law of England and Wales and subject to
        the exclusive jurisdiction of the English courts.

        IN WITNESS WHEREOF the parties have caused this agreement to be signed
        by their duly authorised representatives this 11th day of November,
        1999.

        British Telecommunications PLC                 N2H2



Signed:                                      Signed:
       --------------------------------             ---------------------------
          [                      ]

Name:                                        Name:
       --------------------------------             ---------------------------
          [                      ]
Title:                                       Title:
       --------------------------------             ---------------------------
          [                      ]


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