<PAGE>

                                                                Exhibit 10.6

Microsoft Licensing, GP
Special Agreements
6100 Neil Road, Suite 210
Reno, NV 89511-1137

                   Microsoft(R) Application Services Agreement

                                                  ------------------------------
                                                  Agreement Number      40001160
                                                  ------------------------------
                                                  Effective Start Date  5/9/00
                                                  ------------------------------
                                                  Effective End Date    6/30/00
                                                  ------------------------------
                                                  Microsoft Acct Mgr.
                                                  ------------------------------

May 9, 2000

Warren Talbot
C Me Run Corp.
One Cabot Road
Hudson, MA 01749
United States

Welcome

This letter confirms that Microsoft has received and processed your Application
Services Agreement and that you may now obtain media from Microsoft World Wide
Fulfillment ("WWF") for the Hosted Products. Below is the information on how you
may obtain the media by Region. You may also purchase full packaged product from
any reseller. All orders fulfilled through WWF must be prepaid; no credit terms
will be extended.

Obtaining Microsoft Products for Hosted Use

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Region                   Phone            FAX                Email
----------------------------------------------------------------------------------------------
<S>                      <C>              <C>                <C>
United States            (800) 248-0655   (800) 554-8281     WWF0rderCenter@ModusMedia.com
----------------------------------------------------------------------------------------------
Canada, LatAm, SE Asia,  NA               NA                 WWFOrderCenter@ModusMedia.com
Far East, South Pacific
----------------------------------------------------------------------------------------------
Europe, Africa, Middle   (353) 1-803-7210 (353) 1-803-7216   English: msen@msorder.ie
East                                                         French: msfr@msorder.ie
                                                             German: msde@msorder.ie
                                                             Italian: msit@msorder.ie
                                                             Swedish/Finnish/Norwegian/Danish:
                                                             msscan@msorder.ie
                                                             Spanish: msesp@msorder.ie
                                                             Portuguese: msport@msorder.ie
----------------------------------------------------------------------------------------------
</TABLE>

      Special Instructions for the Office 2000 Family of Products:

      From time to time, you may find it necessary to install Microsoft products
      from sources other than the Select Product CD-ROMs. If you choose to
      install the Office 2000 Family of Desktop Applications from fulfillment or
      retail media you will need to use your ASP Select Product Key. This
      Product Key is to be used at installation in lieu of the Product Key found
      on the CD case. This Product Key is assigned to your company and is
      intended for the sole use of the addressee listed on the cover sheet.
      Please keep this key secure and distribute it only to employees authorized
      to install and distribute product within your company. Your company will
      be held responsible for unauthorized use of this Product Key.

      ASP Select Product Key for C Me Run Corp.: J6HMQ-KG22H-HW6QX-TQBW7-CGRXY

If you have any questions regarding the Microsoft Application Services
Agreement, please contact your Microsoft Account Manager.

Sincerely,
Microsoft Volume Licensing

      (c) 1999 Microsoft Corporation. All rights reserved. Microsoft is a
      registered trademark of Microsoft Corporation in the United States and/or
      other countries.
<PAGE>

      ORIGINAL

                            Microsoft will complete:                    --------
                                Agreement Number                        40001160
                                                                        --------

                    Microsoft Application Services Agreement

      This Microsoft Application Services Agreement (this "Agreement") is by and
between the Application Service Provider which has executed this Agreement below
("Company") and MSLI, GP ("Microsoft"), a Nevada general partnership and
wholly-owned subsidiary of Microsoft Corporation.

      Introduction. The purpose of this Agreement is to establish a procurement
framework whereby Company may obtain and license various Microsoft products to
use in connection with Company's application service offerings. This Agreement
must be read in conjunction with separate Microsoft license agreements which
detail the rights pursuant to which Company may utilize specified Microsoft
products and a Microsoft price list setting forth the fees for such license
rights. Subject to the limitations in this Agreement, Microsoft may revise the
license agreements and price list to address changes in and new releases of the
Microsoft products made available to Company during the term of this Agreement.

NOW THEREFORE, the parties agree as follows:

1.    Definitions. Unless otherwise defined, all capitalized terms used in this
      Agreement shall have the meanings provided below:

      "Affiliate" shall mean a company or legal entity which owns or controls,
      is owned or controlled by, or is under common ownership or control with,
      the Company or Microsoft as applicable.

      "Application Services License Agreement" or "ASLA" shall mean the document
      which contains the specific terms and conditions pursuant to which use of
      a particular Hosted Product is subject.

      "Application Service Provider" shall mean an individual or entity that
      provides Application Services to a Third Party.

      "Application Services" shall mean software services provided to a Third
      Party such that the Third Party need not acquire its own Licenses.
      Application Services do not include services provided to Company's
      Affiliates for their own internal use. Examples of Application Services
      include (but are not limited to):

      o     Services provided as part of an Internet access service for Third
            Parties, such as providing online services or Internet access for
            consumers or businesses;

      o     Hosting communications services for Third Parties, such as virtual
            private network, voice over IP, video conferences;

      o     Hosting an E-Commerce, Internet, Intranet and/or Extranet web
            site(s) on behalf of a Third Party through either shared or
            dedicated servers;

      o     Hosting application services on behalf of a Third Party by providing
            file and print, database, messaging or ECommerce capabilities;

      o     Hosting software applications on behalf of a Third Party which
            includes asset management, software distribution and management,
            network management and performance tuning; and

      o     Hosting Independent Software Vendor applications where Third
            Parties' applications are built on top of Microsoft technology.

      "Effective Date" shall mean the date this Agreement is signed by
      Microsoft.

      "Hosted Products" shall mean the Microsoft software products Microsoft
      makes available for Application Services to Application Service Providers
      and which may be reproduced pursuant to this Agreement. The term "Hosted
      Products" shall include all upgrades to such Microsoft Software products
      released during the Term of this Agreement and any extension thereof for
      particular Company customer agreements as described in Section 7.a.

      "Microsoft Fulfillment" shall mean a Microsoft-authorized distributor of
      media containing Hosted Products and related printed materials.


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 1
<PAGE>

      "License" shall mean a right granted by Microsoft to use or access a copy
      of a Hosted Product (e.g., a Hosted Server License) subject to this
      Agreement and the ASLA for such Hosted Product.

      "Term" shall have the meaning assigned to such term in Section 7.a.

      "Third Party" shall mean an individual, company or legal entity ("person")
      other than (i) an Affiliate, (ii) Company employees and third party
      contractors performing temporary services on behalf of Company, (iii)
      persons providing goods or services to the Company (e.g., a supplier) or
      (iv) persons providing goods or services on behalf of the Company (e.g., a
      distributor or reseller).

2.    Licenses.

      a.    Hosted Products. Subject to its obligation to order and pay for the
            appropriate number of Licenses in a timely fashion as set forth in
            Section 3.a., Company may, during the Term, make and use copies of,
            and provide access to, the Hosted Products strictly in accordance
            with the license grants, terms, conditions, limitations and
            restrictions contained in the applicable ASLA in effect from time to
            time. Microsoft shall make the then current ASLA available to
            Company by publication on the World Wide Web at a site identified by
            Microsoft to Company or made available to Company by some other
            reasonable means prior to the placement of any orders. Microsoft may
            amend the ASLA upon thirty (30) days prior written notice; provided,
            however, no such change will retroactively alter the terms under
            which Company may use a copy of a Hosted Product previously licensed
            to Company. Notice of changes to the ASLA may be provided to Company
            via e-mail or other reasonable means determined by Microsoft. If the
            requirements of the preceding sentences have been complied with, the
            revised ASLA shall take the place of the existing version as of the
            effective date identified in the notice, and each copy of a Hosted
            Product made on or after that date shall be subject to the terms
            thereof, as amended. By signing this Agreement, Company acknowledges
            that it and its Affiliates have access to the World Wide Web.

      b.    Printed Materials. Company may not copy any Microsoft guides,
            manuals or other printed materials describing or explaining any of
            the Hosted Products. The Company may acquire copies of any such
            guides, manuals or other printed materials from Microsoft
            Fulfillment in quantities that do not exceed, with respect to a
            Hosted Product, the number of Licenses of such Hosted Product the
            Company has acquired.

3.    Ordering of Licenses.

      a.    Purchase Order and Third Party Information. The Company shall submit
            to Microsoft an order for a License for each copy (or access right)
            of a Hosted Product it has made (or provided) during the immediately
            preceding calendar month. Each order shall specify the country of
            usage of each copy made (or access right provided) and shall provide
            other information relative to Licenses acquired on behalf of Third
            Parties. In addition, the order shall contain information on newly
            formed contracts between Company and Third Parties for Application
            Services utilizing Hosted Products. This order shall be in the form
            attached as Addendum A, as such form may be modified by Microsoft
            from time to time. The order must be delivered to Microsoft
            electronically to the e-mail address noted on the sample order form
            attached as Addendum A. This order must be submitted to Microsoft
            each month, within fifteen (15) days following the end of the
            calendar month, whether or not any copies were made or access rights
            provided in the preceding month. A Company's failure to submit an
            order within the required time frame shall be grounds for
            termination of this Agreement, and license rights shall not exist
            for any copies made by the Company pursuant to this Agreement for
            which the Company has not ordered and paid in accordance with this
            Agreement. Upon receipt of Company's order(s) pursuant to this
            Section 3.a., Microsoft will issue an invoice indicating the number
            and type of Licenses for Hosted Products acquired by the Company and
            reported to Microsoft during a specified month. Such invoice,
            together with proof/record of payment, shall constitute the
            confirmation for such Licenses. Any information provided to
            Microsoft pursuant to this order shall be used solely for revenue
            calculation, internal revenue allocation, and billing purposes and
            shall not be used to directly target or otherwise contact Third
            Party customers of Company without Company's prior approval.

      b.    Pricing. The fees for Licenses shall be set by Microsoft from time
            to time and shall be set forth on a Hosted Product Price List which
            shall be issued by Microsoft on a monthly basis. Price changes shall
            require a minimum of thirty (30) days notice prior to being
            effective. Microsoft may provide such notice to Company by posting
            the changes on the World Wide Web. By signing this Agreement,
            Company acknowledges that it and its Affiliates have access to the
            World Wide Web. Notwithstanding changes to the Hosted Product Price
            List, if Company has contracted with a Third Party customer to
            provide Application Services and has acquired Licenses for Hosted


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 2
<PAGE>

      Products for the benefit of such Third Party customer, Microsoft shall not
      increase the fees for the Licenses acquired for the benefit of such Third
      Party customer during (i) the period of the existing contract between
      Company and such Third Party customer or (ii) twenty-four (24) months,
      whichever is shorter.

      c.    Payment Terms. All amounts are due and owing net thirty (30) days
            after date of invoice from Microsoft. All payments not received by
            Microsoft from Company within the required time frame may be
            assessed a finance charge of two percent (2%) of the invoice amount
            per month or the legal maximum, whichever is less. Payment by the
            Company to Microsoft is not contingent on payment by a Third Party
            customer to the Company. All payments to Microsoft by Company shall
            be in the form of bank wire transfer or electronic funds transfer
            through an Automated Clearing House ("ACH") with electronic
            remittance detail attached.

      Payment shall be remitted to:

            Wire Transfers*:

            Microsoft Services #844510
            Attn: Volume Licensing
            Account #3750825354
            ABA #11100001-2
            Nations Bank of Texas NA
            Dallas, TX

            * Remittance detail must be sent by: Fax: (425) 936-7329, Attention:
                                                      Special Agreements
                                                      Payments
                                                      E-mail:
                                                      spagpay@microsoft.com

      d.    Fulfillment. Company may obtain the media for Hosted Products from
            Microsoft Fulfillment or from any reseller of full package product.
            All orders through Microsoft Fulfillment will require prepayment; no
            credit terms will be extended. Contact information for Microsoft
            Fulfillment will be provided at the time this Agreement is executed
            by Microsoft or as determined by Microsoft from time to time.

4.    Scope of Distribution; Feedback. This Agreement has been made available to
      Company as part of a limited-duration, Microsoft pilot program. During
      this period, Microsoft intents to evaluate the impact of the pilot program
      on end user satisfaction and other Microsoft channels. Accordingly,
      Company agrees to:

      a.    Notify Microsoft via e-mail to asplic@microsoft.com and obtain
            Microsoft's approval prior to offering Hosted Products as part of
            Company's Application Services to any Third Party with greater than
            2,500 desktops and/or which has a current Enterprise Agreement or
            Select Agreement in effect with Microsoft;

      b.    Limit agreements for Company's Application Services which include
            Hosted Products to no more than ten (10) Third Parties and 25,000
            desktops, each limitation in the aggregate, during the Term;

      c.    Discuss with Microsoft the evolution of the Applications Services
            market and Company's role in such market (e.g., the discussions may
            take the form of conference calls or on-site visits by Microsoft
            representatives during which a senior Company marketing and/or
            technical manager is made available);

      d.    Report the following statistics to Microsoft on a monthly basis
            utilizing the report form attached as Addendum B:

            i.    the number of Application Services customers lost each month
                  divided by the total cumulative number of customers being
                  serviced;

            ii.   the average length of customer engagement; and

            iii.  peak usage per month per server in each server product
                  category;

      e.    Within sixty (60) days of the Effective Date or once Company has
            signed five (5) agreements with Third Parties for Application
            Services, whichever occurs first, facilitate discussions with at
            least five (5) representatives of such Third Parties (or potential
            Third Party customers) who can provide business and technical
            insight regarding their decision to acquire Application Services
            (e.g., the discussions may take the form of jointly-funded anonymous
            focus groups); and


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 3
<PAGE>

      f.    Within thirty (30) days of the Effective Date and thereafter by the
            end of each calendar quarter during the Term, have five to ten
            customers on an anonymous basis complete a Microsoft-provided survey
            regarding their use of Application Services and Hosted Products.

5.    Support. This Agreement does not include technical or integration support
      by Microsoft to Company or Company's Third Party customers. Company agrees
      to provide commercially reasonable telephone support to Third Party
      customers and, in connection therewith, must either (i) obtain and
      continuously maintain a Microsoft Premier support services agreement, or
      (ii) obtain support services through the Microsoft Professional support
      program with prepayment for at least ten (10) incidents (or obtain similar
      support for Hosted Products from another support services provider).

6.    Facilitating Compliance.

      a.    Notice to Users. The Company shall use reasonable efforts to make
            its employees, agents and other individuals using the Hosted
            Products under this Agreement aware that the Hosted Products (i) are
            licensed by Microsoft, (ii) may only be used subject to the terms
            and conditions contained in this Agreement and the applicable ASLA,
            and (iii) may not be copied, transferred or otherwise used in
            violation of such terms and conditions. Upon request, Microsoft
            shall provide Company a form of notice which may be used to satisfy
            this requirement with respect to use of or access to Hosted Products
            by Company customers and their end users.

      b.    Audit. During the Term and for two (2) years thereafter, Company
            agrees to keep all usual and proper records relating to its
            reproduction and use of the Hosted Products. Notwithstanding the
            provisions of the applicable ASLA, in order to verify Company's
            compliance with the terms of this Agreement, during the Term and for
            two (2) years thereafter, Microsoft may cause (i) an audit to be
            made of Company's books and records and/or (ii) an inspection to be
            made of Company's facilities and procedures. Microsoft may cause an
            audit to be made only one time per twelve (12) month period so long
            as no material unlicensed use of Hosted Products is found to exist.
            Should any material unlicensed use of Hosted Products be found
            during an audit, then Microsoft may perform another audit within the
            same twelve (12) month period. Any audit and/or inspection shall be
            conducted during regular business hours at Company's facilities,
            with at least three (3) days' notice, and in such a manner as not to
            interfere unreasonably with the operations of the Company. Any audit
            shall be conducted by an independent certified public accountant
            selected by Microsoft (other than on a contingent fee basis). Prior
            to an audit, Microsoft will enter into a non-disclosure agreement
            with the independent public accountant performing the audit that
            will obligate such independent public accountant to hold in
            confidence any of Company's or Company affiliates' confidential
            information, including any unrelated financial, business and
            technical information observed in the course of the audit. Company
            agrees to provide Microsoft's designated audit or inspection team
            access to the relevant Company records and facilities. Company shall
            promptly acquire sufficient Licenses to cover all usage disclosed by
            any such audit. In addition, if any such audit discloses material
            unlicensed use of Hosted Products, Company shall pay to Microsoft an
            amount equal to: (i) the reasonable expenses incurred in conducting
            such audit; plus (ii) an additional License fee of twenty percent
            (20%) of the price established by Microsoft (as set forth on the
            then current Hosted Product Price List) of the Licenses required to
            be acquired pursuant to the preceding sentence. For purposes of this
            section, "material unlicensed use of Hosted Products" shall exist
            if, upon audit, it is determined that, with respect to any Hosted
            Product the Company has Licenses for fewer than ninety-five percent
            (95%) of the copies made or access rights provided which are
            disclosed by the audit. Microsoft shall use the information obtained
            or observed in the audit solely for the purposes of (x) determining
            whether the Company has sufficient Licenses for the Hosted Products
            it is using and has otherwise complied with the terms of this
            Agreement, (y) enforcing its rights under this Agreement and any
            applicable laws, and (z) determining if Company has accurately
            reported Third Party contract information to Microsoft. Microsoft
            will hold all such information in confidence.

7.    Term; Termination.

      a.    Term. Company may obtain Licenses for Hosted Products under the
            terms of this Agreement following the Effective Date through June
            30, 2000 (the "Term") unless this Agreement is otherwise terminated
            as provided below. Notwithstanding the foregoing, if this Agreement
            has not been terminated by Microsoft as a result of Company's breach
            and if Company has contracted with a Third Party customer to provide
            Application Services, the Term shall be extended solely for the
            purpose of enabling Company to continue offering the Licenses
            required to support such Third Party customer for the existing
            contract period between Company and its Third Party customer or
            twenty-four (24) months, whichever is shorter.


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 4
<PAGE>

      b.    Termination. Either party may terminate this Agreement for cause, as
            a result of a breach by the other party of any of the terms and
            conditions of this Agreement, upon thirty (30) days' prior written
            notice advising the breaching party of the nature of the breach,
            provided such breach is not thereafter cured within such thirty (30)
            day period. In the event Company fails to (i) obtain within sixty
            (60) days of the Effective Date and thereafter maintain Microsoft
            Certified Solution Provider "partner" status; (ii) at all times
            during the Term to employ at least two Microsoft Certified Solution
            Engineers, one Microsoft Certified Database Administrator and one
            Microsoft Certified Solutions Developer; or (iii) complete a
            Microsoft Data Center and Service Readiness Assessment within ninety
            (90) days of the Effective Date for existing data centers and prior
            to completion for new data centers, Microsoft may terminate this
            Agreement upon thirty (30) days' prior written notice, provided such
            requirements are not thereafter met within such thirty (30) day
            period. Notwithstanding the foregoing, a breach by Company of
            Section 8 or a breach in a material respect of any provision of the
            ASLA shall constitute grounds for immediate termination of this
            Agreement, upon written notice and without an opportunity to cure.

      c.    Obligations on Termination or Expiration. Except as provided in
            Section 7.a., termination or expiration of this Agreement shall
            automatically terminate the rights of Company under it, including
            the right to make and use additional copies of Hosted Products
            pursuant to the terms of the ASLA. Upon termination or expiration of
            this Agreement, Company shall immediately submit an order for any
            Licenses based on actual usage to the date of such termination or
            expiration which have not been previously ordered and which by the
            terms of the ASLA are required to be ordered after the month of
            actual usage, such as Hosted Subscriber Access Licenses. Licenses
            ordered by Company and for which Company has paid prior to the
            termination or expiration of this Agreement shall continue, and
            expire if appropriate, according to their terms notwithstanding the
            termination or expiration of this Agreement. Notwithstanding the
            foregoing, upon termination or expiration of this Agreement or at
            the end of any extension provided in Section 7.a. with respect to a
            particular Third Party customer), Company shall deliver to
            Microsoft, or at Microsoft's direction, destroy (and have all Third
            Party customers destroy, if applicable), all units of Hosted
            Products which were installed or copied pursuant to this Agreement.
            There shall be no refund of amounts paid for Hosted Products which
            have been so returned or destroyed.

8.    Prohibition on Assignment. This Agreement, and any rights or obligations
      hereunder, shall not be assigned, sublicensed or otherwise transferred by
      Company, whether by contract, merger, operation of law, or otherwise,
      without the prior written approval of Microsoft, which approval shall not
      be unreasonably withheld. Microsoft may transfer its respective rights and
      obligations hereunder to any Affiliate without the prior written approval
      of Company; provided that Microsoft shall remain liable, in accordance
      with this Agreement, for all Licenses it has provided or was obligated to
      have provided prior to the date of transfer. Any prohibited assignment is
      null and void.

9.    Warranties.

      a.    Year 2000 Warranty. For purposes of this section, "Year 2000
            Warranted Produce" means the specific version of each Hosted Product
            identified in the Product Guide on the Effective Date, by version
            number and language, as "compliant" or "compliant with minor
            issues", and any new products (including new versions of Hosted
            Products) commercially released after the Effective Date; and
            "Product Guide" means the Microsoft Year 2000 Product Guide located
            on the Microsoft Year 2000 Resource Center web page
            (http://microsoft.com/year2000/). Microsoft warrants that each Year
            2000 Warranted Product, when run with accurate date data and in
            accordance with its documentation and the recommendations and
            exceptions set forth in the Product Guide, will recognize the year
            2000 as a leap year and will not produce material errors processing
            date data in connection with the year change from 1999 to 2000, as
            long as, and only to the extent that, all other information
            technology used in combination with such Year 2000 Warranted Product
            (e.g., software, firmware, hardware) properly exchanges date data
            with it. This warranty does not extend or apply to user customizable
            features or Third Party add-on features or products, including items
            such as macros and custom programming or formatting features. If
            Company reports to Microsoft on or before June 1, 2000 that a Year
            2000 Warranted Product does not meet this warranty, Microsoft will:
            (i) exercise reasonable efforts to correct any material
            non-compliance which is generally reported by other users; and (ii)
            provide any resulting correction to Company, without charge, when it
            is available for distribution. This is Company's exclusive remedy
            for any failure of a product to function as described in this
            Section 9, or for any other Year 2000-related failure of a Hosted
            Product.

      b.    Acceptance and Limited Warranty. Microsoft warrants that each of the
            Hosted Products conforms substantially to the Hosted Product end
            user documentation.

            i.    If any Hosted Product fails to conform substantially to the
                  Hosted Product documentation, then within thirty (30) days
                  after Microsoft's delivery to Company of each release of a
                  Hosted Product licensed hereunder,


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 5
<PAGE>

                  Company may report such deviations from the documentation
                  ("Deviations") to Microsoft in writing. If Company reports any
                  Deviations prior to acceptance, then Microsoft shall have
                  sixty (60) days to correct such Deviations. Upon delivery of a
                  corrected release of the Hosted Product to Company, Company
                  shall have thirty (30) days in which to reject the Hosted
                  Product for failure to meet Hosted Product end user
                  documentation. If Company does not so reject, it shall be
                  deemed to have accepted the Hosted Product.

            ii.   If Company does not report Deviations within the applicable
                  thirty (30) day period described in Section 9.b.i., or if
                  Company uses the Hosted Product in connection with a customer
                  for revenue, Company shall be deemed to have accepted the
                  Hosted Product. If Microsoft fails to correct Deviations prior
                  to acceptance, then as Company's sole remedy Company may
                  terminate this Agreement with respect to such release of a
                  Hosted Product.

            iii.  If following acceptance of a Hosted Product, but during the
                  term of this Agreement, Company reports any significant
                  Deviations, and such Deviations have been already reported,
                  or, after Company's report, are reported commonly by other
                  Microsoft licensee's and are acknowledged by Microsoft, then
                  as Company's sole remedy, Microsoft agrees to use commercially
                  reasonable efforts to correct such Deviations and provide
                  corrections to Company at such time as Microsoft makes such
                  corrections generally available to other Microsoft licensees.

      c.    Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTIONS 9.a. AND
            9.b., TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT
            AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS,
            EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
            ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF
            FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF ACCURACY OR
            COMPLETENESS OF RESPONSES, OF RESULTS, AND OF LACK OF NEGLIGENCE OR
            LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE HOSTED PRODUCTS.
            ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT,
            QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT
            WITH REGARD TO THE HOSTED PRODUCTS. THE ENTIRE RISK AS TO THE
            QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, IF
            ANY, REMAINS WITH COMPANY.

10.   Defense of Copyright Infringement Claim.

      a.    Microsoft will defend Company and any Company Affiliate against a
            claim by an unaffiliated third party that any Hosted Product
            infringes its copyright and pay the amount of any resulting adverse
            final judgment (or settlement to which Microsoft consents); provided
            Company notifies Microsoft promptly in writing of the claim and
            gives Microsoft sole control over its defense or settlement. Company
            agrees to provide Microsoft with reasonable assistance in defending
            the claim.

      b.    Microsoft will not be liable for any copyright infringement claim to
            the extent that the claim is based on Company's (i) running of the
            Hosted Product after Microsoft notifies Company to discontinue
            running due to such a claim; or (ii) combining the Hosted Product
            with a non-Microsoft product, program or data if such claim would
            not have arisen but for such combination; or (iii) altering the
            Hosted Product if such claim would not have arisen but for such
            alteration. Company will reimburse Microsoft for any costs or
            damages that result from these actions.

      c.    If Microsoft receives information concerning a copyright
            infringement claim related to a Hosted Product, Microsoft may, at
            its expense and without obligation to do so, either (i) procure for
            Company the right to continue to run the allegedly infringing Hosted
            Product, or (ii) replace or modify the Hosted Product to make it
            non-infringing, in which case, Company must stop running the
            allegedly infringing Hosted Product immediately.

      d.    If any other third party claim is brought against Company or any of
            Company's Affiliates regarding intellectual property of Microsoft,
            Company must notify Microsoft promptly. Microsoft may, at its
            option, choose to treat these claims in the same way as Microsoft
            treats a copyright infringement claim.

11.   Exclusion of Incidental, Consequential and Certain Other Damages. To the
      maximum extent permitted by applicable law, in no event shall either party
      or its suppliers be liable for any special, incidental, indirect, or
      consequential damages whatsoever (including, but not limited to, damages
      for loss of profits or confidential or other information, for business
      interruption, for personal injury, for loss of privacy, for failure to
      meet any duty including of good faith or of reasonable care, for
      negligence, and for any other pecuniary or other loss whatsoever) arising
      out of or in any way related to the use of or inability to use the Hosted
      Products, or otherwise under or in connection with any provision of this
      Agreement, even in the event of the fault, tort (including negligence),
      strict liability, breach of contract


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 6
<PAGE>

      or breach of warranty of Microsoft or any supplier, and even if the
      injured party or any supplier has been advised of the possibility of such
      damages; provided however that the exclusion of consequential damages
      shall not apply with regard to the extent of Section 10.

12.   Limitation of Liability and Remedies. Notwithstanding any damages that
      Company might incur for any reason whatsoever (including, without
      limitation, all damages referenced above and all direct or general
      damages), the entire liability of Microsoft and any of its suppliers under
      any provision of this Agreement and Company's exclusive remedy for all of
      the foregoing (except for any remedy of repair or replacement elected by
      Microsoft with respect to any breach of the Limited Warranty) shall be
      limited to the greater of the amount actually paid by Company for the
      Hosted Products or U.S250,000. The foregoing limitations, exclusions and
      disclaimers (including Sections 9.c. and 11 and this Section 12) shall
      apply to the maximum extent permitted by applicable law, even if any
      remedy fails its essential purpose.

13.   Miscellaneous.

      a.    Entire Agreement. This Agreement, including any Addenda attached
            hereto and the ASLA and the Hosted Product Price List in effect from
            time to time and Licenses obtained hereunder, once accepted by
            Microsoft as evidenced by Microsoft's signature and the issuance of
            an Agreement Number, constitutes the entire agreement between
            Microsoft and the Company concerning the subject matter hereof and
            merges all prior and contemporaneous communications with respect to
            such subject matter. The terms and conditions of these documents
            shall control over any provisions in any purchase order. To the
            extent that there is any direct inconsistency between the terms
            contained in this Agreement and the ASLA, the terms of this
            Agreement shall control. For the avoidance of doubt, in the event
            that a subject or a particular use is addressed in a provision in
            the ASLA and not in the Agreement, such provision in the ASLA shall
            control. Except for the Hosted Product Price List and ASLA, any
            representations, promises or conditions in connection with this
            Agreement not in writing signed by all affected parties shall not be
            binding. This Agreement, other than the Hosted Product Price List,
            ASLA, may only be changed by a written instrument signed by both
            parties. The ASLA may be amended by Microsoft as provided in Section
            2.b. and the Hosted Product Price List may be amended by Microsoft
            as provided in Section 3.b.

      b.    Notices. All notices, authorizations and requests in connection with
            this Agreement shall be deemed given on the day they are (i)
            deposited in the mail, postage prepaid, certified or registered,
            return receipt requested; (ii) sent by air express courier (e.g.,
            DHL, Federal Express, Airborne), charges prepaid, confirmation
            requested; and addressed as provided beneath the parties' respective
            signatures below; or (iii) sent via e-mail to the e-mail address for
            Company provided below in the case of changes to the ASLA; or (iv)
            posted on the World Wide Web in the case of changes to the Hosted
            Product Price List.

      c.    Taxes.

                  i. The amounts to be paid by Company to Microsoft herein do
            not include any foreign, U.S. federal, state, local, municipal or
            other governmental taxes, duties, levies, fees, excises or tariffs,
            arising as a result of or in connection with the transactions
            contemplated under this Agreement including, without limitation, any
            state or local sales or use taxes or any value added tax or business
            transfer tax now or hereafter imposed on the provision of goods and
            services to Company by Microsoft under this Agreement, regardless of
            whether the same are separately stated by Microsoft. All such taxes
            (and any penalties, interest, or other additions to any such taxes),
            with the exception of taxes imposed on Microsoft's net income or
            with respect to Microsoft's property ownership, shall be the
            financial responsibility of Company. Company agrees to indemnify,
            defend and hold Microsoft harmless from any such taxes or claims,
            causes of action, costs (including, without limitation, reasonable
            attorneys' fees) and any other liabilities of any nature whatsoever
            related to such taxes.

                  ii. Company will pay all applicable value added, sales and use
            taxes and other taxes levied on it by a duly constituted and
            authorized taxing authority on the software or other products
            provided under this Agreement or any transaction related thereto in
            each country in which the services and/or property are being
            provided or in which the transactions contemplated hereunder are
            otherwise subject to tax, regardless of the method of delivery. Any
            taxes that (i) are owed by Company as a result of entering into this
            Agreement and the payment of the fees hereunder, (ii) are required
            or permitted to be collected from Company by Microsoft under
            applicable law, and (iii) are based upon the amounts payable under
            this Agreement (such taxes described in (i), (ii), and (iii) above
            the "Collected Taxes"), shall be remitted by Company to Microsoft,
            whereupon, upon request, Microsoft shall provide to Company tax
            receipts or other evidence indicating that such Collected Taxes have
            been collected by Microsoft and remitted to the appropriate taxing
            authority. Company may provide to Microsoft an exemption certificate
            acceptable to Microsoft and to the relevant taxing authority
            (including without limitation a resale certificate) in which case,
            after the date


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 7
<PAGE>

            upon which such certificate is received in proper form, Microsoft
            shall not collect the taxes covered by such certificate.

                  iii. If, after a determination by foreign tax authorities, any
            taxes are required to be withheld, on payments made by Company to
            Microsoft, Company may deduct such taxes from the amount owed
            Microsoft and pay them to the appropriate taxing authority; provided
            however, that Company shall promptly secure and deliver to Microsoft
            an official receipt for any such taxes withheld or other documents
            necessary to enable Microsoft to claim a U.S. Foreign Tax Credit.
            Company will make certain that any taxes withheld are minimized to
            the extent possible under applicable law.

                  iv. This tax section shall govern the treatment of all taxes
            arising as a result of, or in connection with, this Agreement
            notwithstanding any other section of this Agreement.

      d.    Governing Law. This Agreement shall be construed and controlled by
            the laws of the State of Washington.

      e.    Survival. Provisions of Sections 3.c., 6, 7.a. and c., 9.c., 11, 12
            and 13 of this Agreement and the applicable ASLA for any fully-paid
            up Licenses shall survive the termination or expiration of this
            Agreement.

      f.    Attorneys Fees. If either party employs attorneys to enforce any
            rights arising out of or relating to this Agreement, the prevailing
            party shall be entitled to recover its reasonable attorneys' fees,
            costs and other expenses.

      g.    Confidentiality. The terms and conditions of this Agreement are
            confidential. Neither party shall disclose such terms and
            conditions, nor the substance of any discussions that led to them,
            to any Third Party other than an Affiliate or agent, or financial or
            legal advisors who have a need to know such information and who have
            been instructed that all such information is to be handled in strict
            confidence.

      i.    Public Announcements. Company shall not make any public announcement
            about this Agreement without the written consent of Microsoft, which
            consent shall not be unreasonably withheld or delayed. The
            foregoing, however, shall not limit Company in describing its
            Application Services offerings to Third Parties. Company may at any
            time make announcements which are required by applicable law,
            regulatory bodies, or stock exchange or stock association rules, so
            long as the party so required to make the announcement, promptly
            upon learning of such requirement, notifies Microsoft of such
            requirement and discusses with Microsoft in good faith the exact
            wording of any such announcement.

The undersigned Company represents and warrants that it will be providing
Application Services as defined above and therefore qualifies as a Application
Service Provider, and agrees to the terms and conditions of this Agreement.

This Agreement does not constitute an offer by Microsoft and is not legally
binding until executed by each party. All fields must be completed by Company in
order for Microsoft to accept and execute this Agreement.

--------------------------------------------------------------------------------
Name of Company:
      C Me Run Corp.                MSLI, GP
-------------------------------     --------------------------------------------


By: /s/ Warren Talbot               By: /s/ Louie LaMourie III
    ---------------------------         ----------------------------------------
    (Signature)                          (Signature)

Name: Warren Talbot                 Name: Louie LaMourie III
      -------------------------
     (printed)                            Contract Administrator

Title: VP Business Development      Title:
       ------------------------            -------------------------------------
       (printed)                           (printed)

Date: 4/26/00                       Date: 5/9/00
--------------------------------------------------------------------------------


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 8
<PAGE>

--------------------------------------------------------------------------------
This Agreement and attached documents
should be sent to the following address for
processing and approval:

MSLI, GP
6100 Neil Road
Suite 210
Reno, NV 89511-1137
Attention:
Dept. 551, Volume Licensing

Telephone Number (area code- phone number):
(775) 823-5600
Facsimile Number (area code- phone number):
(775) 826-7287
--------------------------------------------------------------------------------

As provided in Section 9.b., notices required or permitted under this Agreement
should be addressed to the contact and locations outlined below. If the
information below changes during the Term, each party will notify the other
party in writing on company letterhead:

Company Information                    Microsoft Information
--------------------------------------------------------------------------------
Application Service Provider Name
C Me Run Corp.                         MSLI, GP
--------------------------------------------------------------------------------
Street Address and/or post office box  Street Address and/or post office box
                                       6100 Neil Road, Suite 210
One Cabot Road
--------------------------------------------------------------------------------
City and State / Province              City and State / Province
Hudson, MA                             Reno, NY
--------------------------------------------------------------------------------
Country and Postal Code                Postal Code
USA 01749                              89511-1137
--------------------------------------------------------------------------------
Contact Name and title                 Attention
Warren Talbot, VP Business Development Volume Licensing, Dept. 551
--------------------------------------------------------------------------------
Phone Number                           Phone Number
(978) 567-6800                         (775) 823-5600
--------------------------------------------------------------------------------
Fax Number                             Fax Number
(978) 567-                             (775) 826-7287
--------------------------------------------------------------------------------
E-Mail Address
wtalbot@cmerun.com
--------------------------------------------------------------------------------
                                       All NOTICES should have Copy To:
                                       Microsoft Corporation
                                       Law and Corporate Affairs
                                       One Microsoft Way
                                       Redmond, Washington USA 98052

                                       Attention:Product Development & Marketing
                                       -----------------------------------------
                                       And to:
                                       -----------------------------------------
                                       Microsoft Account Manager Name

                                       -----------------------------------------
                                       Office Location

                                       -----------------------------------------
                                       E-mail Address (if applicable)

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


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)        Page 9
<PAGE>

                         ADDENDUM A - SAMPLE ORDER FORM

Hosted Products License Order
================================================================================

Company Name:                       ________________
Agreement Number:                   ________________
Report for the Month Ending:        ________________

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                            Third Party
                                                                                               Third
                                                                            Name/Address       Party      Third         Third
                                                                           (street, city,                 Party         Party
        Microsoft      Product                                  Extended   state/province,   Agreement   Agreement    Agreement
Line   Part Number   Description    Usage    Quantity   Unit     Amount     postal code,      Number     Start Date    End Date
                                   Country              Price                 country          w/Co.
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>           <C>          <C>        <C>        <C>     <C>        <C>               <C>         <C>          <C>
 1
------------------------------------------------------------------------------------------------------------------------------------
 2
------------------------------------------------------------------------------------------------------------------------------------
 3
------------------------------------------------------------------------------------------------------------------------------------
 4
------------------------------------------------------------------------------------------------------------------------------------
 S
------------------------------------------------------------------------------------------------------------------------------------
 6
------------------------------------------------------------------------------------------------------------------------------------
 9
------------------------------------------------------------------------------------------------------------------------------------
10
------------------------------------------------------------------------------------------------------------------------------------
11
------------------------------------------------------------------------------------------------------------------------------------
12
------------------------------------------------------------------------------------------------------------------------------------
13
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The undersigned hereby certifies that to the best of his/her knowledge that this
Hosted Products License Order for the Application Services Agreement between
Microsoft and Company is true and accurate.

______________________ Signature          This report should be sent to the
______________________ Printed Name       following:
______________________ Title              E-mail: selquest@microsoft.com
______________________ Date
______________________ Telephone Number
______________________ E-mail address


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)       Page 10
<PAGE>

                       ADDENDUM B - SAMPLE REPORTING FORM

Microsoft Application Services Agreement Reporting Form

Company Name:                       ________________
Agreement Number:                   ________________
Report for the Month Ending:        ________________

<TABLE>
<CAPTION>
======================================
       Churn rate
(Total users lost during
month/Total users being
======================================
    Average length of
customer contract
    (Average length of
customer contracts among
those being serviced) *
====================================================================================================================================
                              Windows    Windows NT   Windows    SQL     SQL Server   Exchange   Exchange Server  Site Server  Other
                             NT Server     Server     Terminal  Server   Enterprise    Server    Enterprise       Commerce
                                         Enterprise    Server              Edition               Edition          Edition
                                          Edition
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>          <C>       <C>      <C>          <C>        <C>              <C>          <C>
Peak usage during month
(Total concurrent users for
    each server category)
====================================================================================================================================
</TABLE>

* if there are multiple services being offered, note the average contract length
for each service

_______________________ Signature         This report should be sent to the
                        Printed           following:
_______________________ Name              E-mail: asplic@microsoft.com
_______________________ Title
_______________________ Date
                        Telephone
_______________________ Number
_______________________ E-mail address


Microsoft Application Services Agreement (Version 2.0 - 1/01/2000)       Page 11
<PAGE>

      ORIGINAL

                                                  --------
                      Commercial Agreement Number 40001160
                                                  --------

                                AMENDMENT NO. 1
                                       TO
                    MICROSOFT APPLICATION SERVICES AGREEMENT

      This Amendment No. 1 ("Amendment") amends, supplements, modifies and
supersedes, to the extent of any inconsistencies, the Microsoft Application
Services Agreement (the "Agreement") between MSLI, GP, a Nevada General
Partnership and wholly-owned subsidiary of Microsoft Corporation ("Microsoft")
and C Me Run Corp. a Delaware corporation ("Company"). This Amendment also
amends, supplements, modifies and supersedes, to the extent of any
inconsistencies, the Application Services License Agreement ("ASLA") that is
referenced in Section 1 of the Agreement.

      All provisions of the Agreement and ASLA not so modified remain in full
force and effect. Capitalized terms used, but not defined, herein shall have the
meanings ascribed to them in the Agreement or ASLA.

      1. Section b. of Section 4, (Scope of Distribution; Feedback), of the
      Agreement is hereby amended and restated in its entirety as follows:

      b.    Limit agreements for Company's Application Services which include
            Hosted Products to no more than ten (10) Third Parties with greater
            than 2,500 desktops each and limit agreements for Company's
            Application Services which include Hosted Products to no more than
            50,000 desktops, in the aggregate, during the Term;

      2. Section 5, (Support), of the Agreement is hereby amended and restated
      in its entirety as follows:

            5. Support. This Agreement does not include technical or integration
            support by Microsoft to Company or Company's Third Party customers.
            Company agrees to provide commercially reasonable telephone support
            to Third Party customers and, in connection therewith, must, within
            six (6) months of the Effective Date, either (i) obtain and
            continuously maintain a Microsoft Premier support services
            agreement, or (ii) obtain support services through the Microsoft
            Professional support program with prepayment for at least ten (10)
            incidents (or obtain similar support for Hosted Products from
            another support services provider).

      3. Section 6.b., (Audit), of the Agreement is hereby amended and restated
      in its entirety as follows:

      b. Audit. During the Term and for two (2) years thereafter, Company agrees
      to keep all usual and proper records relating to its reproduction and use
      of the Hosted Products. Notwithstanding the provisions of the applicable
      ASLA, in order to verify Company's compliance with the terms of this
      Agreement, during the Term and for two (2) years thereafter, Microsoft may
      cause (i) an audit to be made of Company's books and records and/or (ii)
      an inspection to be made of Company's facilities and procedures. Microsoft
      may cause an audit to be made only one time per twelve (12) month period
      so long as no material unlicensed use of Hosted Products is found to
      exist. Should any material unlicensed use of Hosted Products be found
      during an audit, then Microsoft may perform another audit within the same
      twelve (12) month period. Any audit and/or inspection shall be conducted
      during regular business hours at Company's facilities, with at least three
      (3) business days' notice, and in such a manner as not to interfere
      unreasonably with the operations of the Company. Any audit shall be
      conducted by an independent certified public accountant selected by
      Microsoft (other than on a contingent fee basis). Prior to an audit,
      Microsoft will enter into a non-disclosure agreement with the independent
      public accountant performing the audit that will obligate such independent
      public accountant to hold in confidence any of Company's or Company
      affiliates' confidential information, including any unrelated financial,
      business and technical information observed in the course of the audit.
      Company agrees to provide Microsoft's designated audit or inspection team
      access to the relevant Company records and facilities. Company shall
      promptly acquire sufficient Licenses to cover all usage disclosed by any
      such audit. In addition, if any such audit discloses material unlicensed
      use


Amendment No. 1 to Microsoft Application Services Agreement
(v. 2.0 - 01/01/2000)                                                     Page 1
(Agmt: C Me Run Corp. - 042100 - rr)
<PAGE>

      of Hosted Products, Company shall pay to Microsoft an amount equal to: (i)
      the reasonable expenses incurred in conducting such audit; plus (ii) an
      additional License fee of fifteen percent (15%) of the price established
      by Microsoft (as set forth on the then current Hosted Product Price List)
      of the Licenses required to be acquired pursuant to the preceding
      sentence. For purposes of this section, "material unlicensed use of Hosted
      Products" shall exist if, upon audit, it is determined that, with respect
      to any Hosted Product the Company has Licenses for fewer than ninety-five
      percent (95%) of the copies made or access rights provided which are
      disclosed by the audit. Microsoft shall use the information obtained or
      observed in the audit solely for the purposes of (x) determining whether
      the Company has sufficient Licenses for the Hosted Products it is using
      and has otherwise complied with the terms of this Agreement, (y) enforcing
      its rights under this Agreement and any applicable laws, and (z)
      determining if Company has accurately reported Third Party contract
      information to Microsoft. Microsoft will hold all such information in
      confidence.

      4. Section 7.b., (Termination), of the Agreement is hereby amended and
      restated in its entirety as follows:

      b.    Termination. Either party may terminate this Agreement for cause, as
            a result of a breach by the other party of any of the terms and
            conditions of this Agreement, upon thirty (30) days' prior written
            notice advising the breaching party of the nature of the breach,
            provided such breach is not thereafter cured within such thirty (30)
            day period. In the event Company fails to (i) obtain within six (6)
            months of the Effective Date and thereafter maintain Microsoft
            Certified Solution Provider "partner" status; (ii) within six (6)
            months of the Effective Date and at all times during the Term to
            employ at least two Microsoft Certified Solution Engineers, one
            Microsoft Certified Database Administrator and one Microsoft
            Certified Solutions Developer; or (iii) complete a Microsoft Data
            Center and Service Readiness Assessment within ninety (90) days of
            the Effective Date for existing data centers and prior to completion
            for new data centers, Microsoft may terminate this Agreement upon
            thirty (30) days' prior written notice, provided such requirements
            are not thereafter met within such thirty (30) day period.
            Notwithstanding the foregoing, a breach by Company of Section 8 or a
            breach in a material respect of any provision of the ASLA shall
            constitute grounds for immediate termination of this Agreement, upon
            written notice and without an opportunity to cure.

      5. The second subheading entitled (Minimum Order Requirement) and
      following sentence within that subheading of Section 3.e., (Hosted Access
      and Use), of the ASLA are hereby deleted in their entirety. For avoidance
      of any doubt, following are the deleted subheading and sentence:

      Minimum Order Requirement. The aggregate number of HSALs purchased by you
      on behalf of all of your End Customers shall not decrease.

      6. Section 3.m., (Evaluation and Testing License), of the ASLA is hereby
      amended and restated in its entirety as follows:

      m. Evaluation and Testing License. You may evaluate and test the Server
      Products on the terms and conditions set forth below and for no other
      purpose. Time Period. For Server Products released as of the Effective
      Date of the ASA, the right to test and evaluate such products shall expire
      ninety (90) days after such Effective Date. For Server Products released
      by Microsoft after the Effective Date of the ASA, the right to test and
      evaluate such products shall expire ninety (90) days after such release
      date. Copies of Server Products. Copies of Server Products for this
      purpose shall be obtained as set forth above in Section 3.d. of the ASA.
      HSLs and HSALs. There is no need to acquire HSLs or HSALs for such
      evaluation and testing. Scope of Rights. You may reproduce, install and
      use an unlimited number of copies of the Server Products solely within
      your own facilities solely to test and evaluate the Server Products,
      subject to the limitations set forth herein. The Server Products may be
      connected at any point in time to an unlimited number of workstations or
      computers operating on one or more of your internal networks for such
      evaluation and testing purposes. In addition to the rights granted above,
      you may provide to your End Customers, only on a one-time basis, the
      ability to evaluate and test the Server Software and/or the Client
      Software for up to ninety (90) days subject to the terms and conditions
      set forth in (i) through (iv) below and for no other purpose so long as
      you:


Amendment No. 1 to Microsoft Application Services Agreement
(v. 2.0 - 01/01/2000)                                                     Page 2
(Agmt: C Me Run Corp. - 042100 - rr)
<PAGE>

            (i) keep accurate records of every such instance you have provided
            evaluation and testing Software and/or Client Software to your End
            Customers, including the name of the End Customer to whom the Server
            Software and/or Client Software was provided and the number of
            access rights provided and the geographic location where the Server
            Software and/or Client Software is being used or is being accessed
            from;

            (ii) do not charge for access to evaluation and testing Server
            Software and/or Client Software provided to End Customers;

            (iii) ensure that, at the end of the evaluation period, all copies
            of the Client Software are removed from the End Customer's systems
            and are no longer being used, or will use commercially reasonable
            efforts to employ technical means that render the evaluation and
            testing copies unusable after the expiration of the evaluation
            period (e.g., time bomb); and

            (iv) advise your End Customers that the Server Software and Client
            Software are licensed by Microsoft and may only be used subject to
            the terms and conditions of this ASLA and may not be copied,
            transferred or otherwise used in violation of such terms and
            conditions. You may use a form of notice to users substantially in
            the form attached hereto as Addendum 1 to satisfy the above
            requirement with respect to use of or access to the Server Software
            and/or Client Software by End Customers and their end users; and

            (v) ensure that the number of End Customers receiving access to
            evaluation and testing Server Software and/or Client Software does
            not exceed two hundred fifty (250) End Customers and two thousand
            five hundred (2,500) unique individuals, each number in the
            aggregate, at any given time.

      7. The third subheading entitled (Wireless Access) and following sentence
      within that subheading of Section 4.g., (For Microsoft Exchange Server
      (all Editions), of the ASLA are hereby deleted in their entirety. For
      avoidance of any doubt, following are the deleted subheading and sentence:

      Wireless Access. This ASLA does not grant wireless access to Microsoft
      Exchange Server Services.

      Microsoft and Company agree, on behalf of themselves and their respective
affiliates that the terms and conditions of this Amendment are confidential.
Each agrees that it will not disclose such terms and conditions to any third
party other than its affiliates or agents (if any).


Amendment No. 1 to Microsoft Application Services Agreement
(v. 2.0 - 01/01/2000)                                                     Page 3
(Agmt: C Me Run Corp. - 042100 - rr)
<PAGE>

      Company shall execute and return two (2) copies of this Amendment to the
below address on or before May 15, 2000 in order for the terms and conditions of
this Amendment to apply.

                                    MSLI, GP
                           6100 Neil Road, Suite 210
                              Reno, NV 89511-1137
                     Attention: Volume Licensing, Dept 551

--------------------------------------------------------------------------------
      C Me Run Corp.                      MSLI, GP
--------------------------------------    --------------------------------------


                                          /s/ Louie LaMourie III

By: /s/ Warren Talbot                     Louie LaMourie III
    ----------------------------------
Warren Talbot, VP Business Development
--------------------------------------
Name, Title                               Contract Administrator

4/26/00
--------------------------------------    --------------------------------------
Date:                                     Effective Date of Amendment: 5/9/00
--------------------------------------------------------------------------------


                                                    Prepared by: /s/ Renee Ragon
                                                                 ---------------
                                                                     Renee Ragon

Amendment No. 1 to Microsoft Application Services Agreement
(v. 2.0 - 01/01/2000)                                                     Page 4
(Agmt: C Me Run Corp. - 042100 - rr)
<PAGE>

      ORIGINAL

                                                  --------
                      Commercial Agreement Number 40001160
                                                  --------

                                 AMENDMENT NO. 2
                                       TO
                    MICROSOFT APPLICATION SERVICES AGREEMENT

      This Amendment No. 2 ("Amendment") amends, supplements, modifies and
supersedes, to the extent of any inconsistencies, the Microsoft Application
Services Agreement No. 40001160 (the "Agreement") between MSLI, GP, a Nevada
General Partnership and wholly-owned subsidiary of Microsoft Corporation
("Microsoft") and C Me Run Corp. ("Company").

      All provisions of the Agreement not so modified remain in full force and
effect. Capitalized terms used, but not defined, herein shall have the meanings
ascribed to them in the Agreement.

      1     Section 7.a., (Term), of the Agreement is hereby amended and
            restated in its entirety as follows:

      a.    Term. Company may obtain Licenses for Hosted Products under the
            terms of this Agreement following the Effective Date through June
            30, 2000 (the "Term") unless this Agreement is otherwise terminated
            as provided below. Notwithstanding the foregoing, if this Agreement
            has not been terminated by Microsoft as a result of Company's breach
            and if Company has contracted with a Third Party customer to provide
            Application Services, the Term shall be extended solely for the
            purpose of enabling Company to continue offering the Licenses
            required to support such Third Party customer for the existing
            contract period between Company and its Third Party customer or
            twenty-four (24) months, whichever is shorter. If, at the end of the
            term, Microsoft offers generally to Application Service Providers, a
            successor licensing agreement, and Company is in good standing with
            Microsoft, then Microsoft will, if requested by Company, offer that
            licensing agreement to Company. If at the end of the Term, Microsoft
            does not offer generally to Application Service Providers a
            successor licensing agreement, and Company is in good standing with
            Microsoft, then this Agreement will automatically be extended on a
            month-to-month basis until the earlier to occur of: (i) a successor
            licensing agreement is generally made available to Application
            Service Providers; or (ii) December 31, 2000.

      Microsoft and Company agree, on behalf of themselves and their respective
affiliates that the terms and conditions of this Amendment are confidential.
Each agrees that it will not disclose such terms and conditions to any third
party other than its affiliates or agents (if any).


Amendment No. 1 to Microsoft Application Services Agreement
(v. 2.0 - 01/01/2000)                                                     Page 1
(Agmt: C Me Run Corp. - 052700-rr)
<PAGE>

      Company shall execute and return two (2) copies of this Amendment to the
below address on or before June 30 2000 in order for the terms and conditions of
this Amendment to apply.

                                    MSLI, GP
                           6100 Neil Road, Suite 210
                              Reno, NV 89511-1137
                     Attention: Volume Licensing, Dept. 551

--------------------------------------------------------------------------------
      C Me Run Corp.                      MSLI, GP
--------------------------------------    --------------------------------------


                                          /s/ Patrick Rindler

By: /s/ Warren Talbot                     By
    ----------------------------------        Patrick Rindler
Warren Talbot, VP Business Development        Licensing Manager
--------------------------------------
Name, Title                               Name, Title

6/5/2000
--------------------------------------    --------------------------------------
Date:                                     Effective Date of Amendment: 6/8/00
--------------------------------------------------------------------------------


                                                    Prepared by: /s/ Renee Ragon
                                                                 ---------------
                                                                     Renee Ragon


Amendment No. 1 to Microsoft Application Services Agreement
(v. 2.0 - 01/01/2000)                                                     Page 2
(Agmt: C Me Run Corp. - 052700-rr)
<PAGE>