<PAGE>

                                                                 Exhibit 10.3

                             ASP Services Agreement

      This agreement is made this 12 day of OCTOBER, 2000 ("Effective Date") by
and between cMeRun Corp., a Delaware corporation with offices at One Cabot Road,
Hudson, Massachusetts 01749 ("cMeRun") and Cyber Beach Communications Corp., a
SUDBURY, ONTARIO, CANADA, corporation with offices at 155 LARCH ST. SUDBURY
ONTARIO P3E1C3 ("ISP" or "Cyber Beach").

      WHEREAS, cMeRun has developed and is offering a consumer-oriented
application service whereby ISP's customers can use a thin client such as a
browser to access and use popular applications hosted by cMeRun;

      WHEREAS, ISP has a significant customer base of subscribers using its
broadband connectivity services;

      WHEREAS, ISP desires to secure and cMeRun desires to implement and provide
this application service for the purpose of offering such services to ISP's
customers.

      NOW THEREFORE, in exchange for the mutual covenants and premises contained
herein and intending to be legally bound, cMeRun and ISP agree as follows.

      1. Definitions.

      1.1 "ASP Services" or the "cMeRun Service" mean the managed application
services provided by cMeRun by which End Users can remotely access and use
certain applications, as further described in Schedule A, attached hereto and
incorporated herein by reference ("Schedule A").

      1.2 "Professional Services" means the development, integration, and
rollout services provided to ISP hereunder, as further described in Schedule B,
attached hereto and incorporated herein by reference ("Schedule B").

      1.2 "End User" means a third party that has entered into an agreement with
or made any payment to ISP by reason of which such person or entity has become
entitled to use the ASP services.

      1.3 "End User Data" means any information or other content, excluding ISP
Data, that is stored or transmitted via the ASP Services by, on behalf of, or in
interaction with an End User.

      1.4 "ISP Data" means any aggregate information, usage and traffic data,
transactional or financial information, account names and passwords,
registration information, click-through rates, and similar information with
respect to End Users' use of the ASP Services.


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      1.5 "Parties" means cMeRun and ISP; "Party" shall mean either cMeRun or
ISP, as the context requires.

      1.6 "Term" means (i) the period commencing on the Effective Date and
ending twelve (12) months thereafter, and (ii) any renewal term.

      2. ASP Services; Renewal.

      2.1 Subject to the terms and conditions of this Agreement, cMeRun shall
provide to ISP (i) the ASP Services as set forth in Schedule A and (ii) the
Professional Services as set forth in Schedule B during the Term. Upon
expiration of any Term, this Agreement shall automatically renew for a
twelve-month period unless, at least 30 days prior to such expiration, either
Party provides written notice to the other of its intention to terminate this
Agreement.

      3. Charges and Payment.

      3.1 cMeRun shall charge ISP and ISP shall pay cMeRun for the ASP Services
and the Professional Services in accordance with the schedule of rates and fees
set forth in Schedule D, attached hereto and incorporated herein by reference
("Schedule D"). cMeRun shall furnish ISP with invoices showing the amounts due
under this Section 3.1. All monetary values set forth in this Agreement shall be
deemed to be in US Dollars unless otherwise clearly stated. Terms of payment on
all charges are net thirty (30) days in US Dollars.

      3.2 ISP shall pay or reimburse cMeRun for sales and value-added taxes,
where applicable, and any other governmental taxes, charges and duties levied,
imposed or assessed for the ASP Services and/or the Professional Services or
arising out of services rendered to ISP under this Agreement, excluding,
however, ordinary personal property taxes, taxes based upon cMeRun's net income,
and corporate franchise taxes.

      3.3 Failure by ISP to pay according to the terms of this Agreement shall
entitle cMeRun, without prejudice to its other rights and remedies under this
Agreement, to (i) charge interest on a daily basis from the original due date at
the rate of 1.5% per month and/or (ii) suspend the provision of ASP Services
and/or Professional Services, following twenty-one (30) days written notice,
provided that ISP has not remedied its default within that time.

      3.4 ISP will reimburse cMeRun for all reasonable costs incurred by cMeRun
in collecting past due amounts. Such costs may include, but are not limited to,
wire transfer fees, collection agency fees, reasonable attorney fees, and court
costs.


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      4. Termination.

      4.1 Either Party may, at its option, terminate this Agreement by written
notice to the other in any of the following events:

            4.1.1 if the other Party breaches any of its material obligations
hereunder and does not remedy the same within thirty (30) days of notice of such
failure or breach being delivered by the non-defaulting Party;

            4.1.2 if an order is made or an effective resolution is passed for
the dissolution or winding up of the other Party;

            4.1.3 if the other becomes insolvent or makes any special
arrangements or any special assignment for the benefit of its creditors; or

            4.1.4 upon the failure of the other Party to make a payment
hereunder within 90 days after written notice that such payment is past due.

      4.2 Upon termination or expiration of this Agreement, cMeRun will return
to ISP as soon as is reasonably possible any End User Data that is stored on
cMeRun's computers.

      5. Security and Third-Party Content.

      5.1 cMeRun shall implement reasonable security procedures consistent with
industry standards to protect End User Data and ISP Data from unauthorized
access. If discovered, the company will inform ISP within 24 hrs.

      5.2 cMeRun shall not be responsible for (i) the accuracy and adequacy of
any End User Data or (ii) for maintaining procedures other than the ASP Services
for reconstruction of lost data.

      5.3 ISP agrees that cMeRun shall not, under any circumstances, be held
responsible or liable for situations where the security, stability, or
availability of the ASP Services is compromised by (i) ISP or an End User
directly, (ii) by software or programs provided to cMeRun by ISP, or (iii) by
actions cMeRun undertakes at the request of ISP or End Users.


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      5.4 The parties agree that cMeRun shall not, under any circumstances, be
held responsible or liable for situations where data or transmissions are
accessed by third parties through illegal or illicit means, including situations
where the data or transmissions are accessed through the exploitation of
security gaps, weaknesses or flaws (whether known or unknown to cMeRun at the
time) which may exist in any software, including software or programs provided
to cMeRun by ISP and any other software utilized by ISP in connection with the
ASP Services, beyond the exclusive control of cMeRun.

      5.5 ISP agrees that its use of the ASP Services will be in a manner
consistent with this Agreement and with all applicable laws and regulations,
including without limitation, copyright, trademark, and export control laws
prohibiting the use of telecommunications facilities to transmit illegal,
obscene, threatening, harassing, or other offensive messages. In particular, ISP
shall not, nor shall it permit or assist others, to abuse or fraudulently use
the ASP Services, including but not limited to the following:

            5.5.1 to obtain or attempt to obtain ASP Services by any fraudulent
means or device with intent to avoid payments;

            5.5.2 to access, alter, or destroy any information of another
customer of cMeRun by any fraudulent means or device, or attempt to do so;

            5.5.3 to use the ASP Services so as to interfere with the use of the
ASP Services by other customers or users;

            5.5.4 to post, disseminate, or otherwise transmit copyrighted
materials via the ASP Services without the permission of the owner(s) or
person(s) they specifically authorize. Copying, redistributing, or publication
must be with the express permission of the owners of such copyrighted materials;
or

            5.5.5 to use the ASP Services to send unsolicited advertising or
promotional material (including unsolicited e-mail) to any third party,
including subscribers and users of the ASP Services, or to solicit third
parties, including subscribers or users of the ASP Services to become members of
other competitive information or communication services. ISP agrees that cMeRun
may, in its sole discretion, take steps to limit a third party's ability to send
messages (including advertising or promotional materials) to third parties,
including subscribers or users of the ASP Services, and may do so with or
without notice to ISP.

      5.6 cMeRun agrees that in the event that it is required by any court or
government order or applicable law to disclose the contents of any End User Data
or ISP Data, cMeRun will provide ISP with advance notice of any such disclosure
to the extent practicable. Although cMeRun will not systematically monitor the
content that is stored or disseminated via the ASP Services, cMeRun reserves and
ISP agrees that cMeRun shall have the right to restrict access to or delete any
End User Data or ISP Data, in its sole discretion.


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      6. ASP Services Availability.

      6.1 cMeRun will use reasonable care in providing ASP Services under this
Agreement. In the event that ISP experiences any service performance issues as a
result of cMeRun's failure to provide the Services specified in Schedule A
hereto, in accordance with the Service Level Metrics described in Schedule C,
attached hereto and incorporated by reference ("Schedule C"), cMeRun will, upon
receipt of a credit request from ISP pursuant to Section 6.3 below, credit ISP
as described in Section 6.2 below (the "Service Level Commitment").

      The Service Level Commitment shall not apply to any services other than
those listed in Schedule A as measured by the Service Level Metrics identified
in Schedule C, and shall not apply to performance issues (i) caused by factors
outside of cMeRun's reasonable control, (ii) that resulted from any actions or
inactions of ISP or third parties, or (iii) that resulted from the equipment of
ISP and/or a third party not within the exclusive control of cMeRun.

      6.2 If ISP experiences the recurrence of the same service problem more
than once within a single month without reasonable effort on the part of cMeRun
to resolve the problem, ISP will be eligible for a credit on its monthly bill
for the month following the operating month in which the problem occurred. The
amount of said credit, to be determined by mutual agreement between the parties,
shall not exceed that portion of ISP's monthly payment to cMeRun applicable to
the portion of the End User service that incurred the problem.

      6.3 In order to receive any credit under the Service Level Commitment
described in this Section 6, ISP must notify cMeRun of any service issue or
problem in writing or by e-mail with return receipt acknowledgement within five
(5) working days of the occurrence of the incident giving rise to such issue or
problem. THIS SECTION 6 SETS FORTH ISP'S SOLE AND EXCLUSIVE REMEDY FOR ANY
FAILURE BY CMERUN TO PROVIDE THE CMERUN SERVICES.

      7. Proprietary Rights.

      7.1 Nothing contained herein shall be deemed to convey title or ownership
interest in any (i) software used by cMeRun to provide any service hereunder,
(ii) cMeRun's trademarks, or (iii) other cMeRun intellectual property to ISP or
End Users.

      7.2 ISP hereby grants to cMeRun a non-exclusive, non-transferable,
worldwide, royalty-free, and fully paid-up license during the term of this
Agreement to copy and otherwise deal with any End User Data to the full extent
reasonably required for cMeRun to fulfill its obligations to ISP under this
Agreement and to manage the ASP Services ("End-User Data License"). Aside from
the End-User Data License herein granted, nothing in this Agreement shall be
deemed to transfer any right, title, or interest in the End User Data to cMeRun.
ISP will own all ISP Data. ISP hereby grants cMeRun a perpetual, non-exclusive,
worldwide, royalty-free, and fully paid-up license to exploit


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      9. Warranties.

      9.1 cMeRun represents and warrants that (i) it has the full right, power,
and authority to enter into this Agreement and perform its obligations
hereunder, and (ii) it will perform the ASP Services and the Professional
Services in a manner consistent with industry standards reasonably applicable to
the performance thereof.

      9.2 EXCEPT FOR THE WARRANTIES SET FORTH TN SECTION 9.1, CMERUN MAKES NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE ASP SERVICES AND THE
PROFESSIONAL SERVICES, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGMENT OF TITLE.
THE PARTIES ACKNOWLEDGE THAT, SEPARATE AND DISTINCT FROM THE ASP SERVICES, THERE
EXIST MATERIALS POSTED OR ORIGINATED BY THIRD PARTIES AND SUBSEQUENTLY ARCHIVED
VIA THE ASP SERVICES, WHICH MAY BE DISPLAYED, DUPLICATED, DISTRIBUTED, OR MADE
AVAILABLE THROUGH THE ASP SERVICES ("THIRD-PARTY CONTENT"). CMERUN MAKES NO
WARRANTY WHATSOEVER REGARDING THE THIRD-PARTY CONTENT, INCLUDING, BUT NOT
LIMITED TO, THE LEGALITY, TRUTH, NON-INFRINGING NATURE, OR ACCEPTABILITY OF THE
THIRD-PARTY CONTENT. UNDER NO CIRCUMSTANCES WILL CMERUN BE LIABLE FOR, OR WILL
ANY INDEMNIFICATION RIGHTS ARISE OUT OF OR IN CONNECTION WITH, SUCH THIRD-PARTY
CONTENT.

      9.3 ISP represents and warrants (i) it has the full right, power, and
authority to enter into this Agreement; (ii) it is authorized to grant the
End-User Data License and the ISP Data License; (iii) that the End User Data
does not infringe any copyright or other proprietary right of third parties;
(iv) that cMeRun's collection and use, for billing purposes, of ISP Data
hereunder will not violate any law or regulation; and (v) that cMeRun's exercise
of its rights under the End-User Data License and ISP Data License will not
infringe any copyright or other proprietary or license right of any third party.

      9.4 Upon ISP's breach of any of the warranties in Section 9.3, cMeRun may
in its sole reasonable discretion, in addition to any other remedies available
to it at law or in equity, suspend the provision of all or part of the ASP
Services.


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      10. Exclusions and Limitations of Liability.

      10.1 THE DAMAGES RECOVERABLE BY EITHER PARTY UPON A BREACH OF THIS
AGREEMENT BY THE OTHER SHALL BE LIMITED TO THOSE DAMAGES, IF ANY, THAT ARE
DIRECTLY AND PROXIMATELY CAUSED BY THE BREACH AND THAT THE NON-BREACHING PARTY
WAS UNABLE TO MITIGATE DESPITE REASONABLE EFFORTS TO DO SO. IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, OR SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING
BUT NOT LIMITED TO DAMAGES WHICH MAY RESULT FROM BUSINESS INTERRUPTION, LOST
BUSINESS REVENUE, OR ECONOMIC LOSS OR ANY CLAIM BY A THIRD PARTY, INCLUDING
COSTS OR LEGAL EXPENSES, IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF
THE SOFTWARE, OR ANY BREACH OF THIS AGREEMENT. THE RESTRICTIONS OF THIS SECTION
SHALL APPLY WITHOUT REGARD TO THE NATURE OF THE PARTY'S CLAIM, THE FORUM IN
WHICH ITS CLAIMS ARE ASSERTED, OR PRIOR WARNINGS ABOUT THE POSSIBILITY OF
DAMAGES OUTSIDE THE SCOPE OF THIS SECTION.

      10.2 THE MAXIMUM COLLECTIVE LIABILITY OF CMERUN, INCLUDING ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS, FOR ANY DAMAGES ARISING HEREUNDER SHALL BE
LIMITED SOLELY TO THE AMOUNT PAID BY ISP TO CMERUN HEREUNDER DURING THE ONE-YEAR
PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CLAIM GIVING RISE TO SUCH
DAMAGES.

      10.3 THE PARTIES ACKNOWLEDGE THAT (1) CMERUN HAS SET ITS RATES AND FEES
HEREUNDER AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE EXCLUSIONS AND
LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND
(2) THAT THE SAME PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE
PARTIES. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXCLUSIONS AND
LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH IN THIS
AGREEMENT SHALL SURVIVE AND APPLY TO THE RELATIONSHIP BETWEEN THE PARTIES EVEN
IF ADJUDGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

      11. Indemnities

      11.1 cMeRun shall indemnify and hold harmless ISP, its directors,
officers, and employees from and against any and all third-party claims and
resulting liabilities, losses, damages, costs and expenses (including reasonable
attorneys fees) of whatever nature or kind arising out of or incidental to or in
any way resulting from the acts or omissions of cMeRun or cMeRun's officers,
employees (while acting within the scope of their employment), or agents acting
in their performance of this Agreement.


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      11.2 ISP shall indemnify and hold harmless cMeRun, its directors,
officers, and employees from and against any and all third-party claims and
resulting liabilities, losses, damages, costs and expenses (including reasonable
attorneys fees) of whatever nature or kind arising out of or incidental to or in
any way resulting from the acts or omissions of ISP, its officers, employees
(while acting within the scope of their employment), or agents, End Users, or
End Users' officers, employees (while acting within the scope of their
employment), or agents.

      11.3 The obligations arising under Sections 11.1 or 11.2 shall only apply
provided that the Party seeking indemnification (i) notifies the Party from whom
it seeks indemnification promptly and in writing of any such claim; (ii) allows
the Party from whom it seeks indemnification to fully control the defense of any
such claim; and (iii) does not agree to any settlement of any such claim without
the consent of the Party from whom it seeks indemnification.

      12. General.

      12.1 Force Majeure. No delay or default in performance of any obligation
by either Party, excepting all obligations to make payments hereunder, shall
constitute a breach of this Agreement to the extent caused by events and factors
beyond such Party's reasonable control.

      12.2 Assignments and Subcontracts. This Agreement may not be assigned,
sublicensed or otherwise transferred by either Party, whether by operation of
law or otherwise, without the other's prior written consent, except that either
Party may assign this Agreement upon notice to the other in instances in which
such assignment is to an entity which acquires all or substantially all of the
business of that Party, whether by merger, consolidation, or acquisition of
assets, provided further that such assignee is not directly or indirectly
controlled by a competitor of the remaining original Party.

      12.3 Entirety of Agreement. This Agreement constitutes the entire
agreement of the Parties and supersedes all previous and contemporaneous
communications, representations, or agreements with respect to the subject
matter hereof, with the exception of any previously entered into confidentiality
agreement ("Confidentiality Agreement"), which will continue in effect
throughout the terms of this Agreement. To the extent that there is a conflict
between the language of this Agreement and the Confidentiality Agreement, this
Agreement will govern.

      12.4 Applicable Law. This Agreement, and all matters regarding the
interpretation and/or enforcement hereof, shall be governed exclusively by the
law of the Commonwealth of Massachusetts except insofar as the federal law of
the United States of America may control any aspect of this Agreement, in which
case federal law shall govern such aspect.


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      12.5 No Agency. cMeRun will, in all matters relating to this Agreement,
act as an independent contractor. Except to the extent expressly authorized by
this Agreement, neither Party is an agent, legal representative, partner, joint
venturer, franchisee, employee, or servant of the other Party for any purpose.
Neither Party will represent that it has any authority to assume or create any
obligation, express or implied, on behalf of the other Party, or to represent
the other Party in any capacity. Unless otherwise noted, both parties shall be
responsible for all expenses incurred by them in the course of exercising any
rights or responsibilities accepted by them under this Agreement.

      12.6 No Third-party Beneficiary. Any agreements contained, expressed, or
implied in this Agreement shall be only for the benefit of the Parties and their
respective legal representatives, successors and assigns, and such agreements
shall not inure to the benefit of the obligees of any indebtedness of either
Party, it being the intention of the Parties that no person or entity shall be
deemed a third party beneficiary of this Agreement.

      12.7 Severability. If any provision of this Agreement is held to be
unenforceable, the parties shall substitute for the affected provision an
enforceable provision that approximates the intent and economic effect of the
affected provision. The failure or delay by either Party to enforce any term of
this Agreement shall not be deemed a waiver of such term.

      12.8 Modifications. This Agreement shall not be modified, interpreted,
supplemented or amended or in any way revised or altered, except by an
instrument in writing signed by duly authorized representatives of the Parties
hereto.

      12.9 No Waiver. No failure or delay of either Party hereto in exercising
any right, power, or privilege hereunder (and no course of dealing between the
Parties) shall operate as a waiver of any such right, power or privilege. No
waiver of any default on any one occasion shall constitute a waiver of any
subsequent default. No single or partial exercise of any such right, power, or
privilege shall preclude the further or full exercise thereof.

      12.10 Signatures. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures thereon and hereon were
upon the same instrument. Subject to the other provisions hereof, this Agreement
shall not become effective until copies hereof that, when taken together, bear
the signatures of each Party hereto have been received by each of such Parties.

      12.11 Surviving Provisions. Sections 8.1, 9.2, 9.3, 10, 11, 12.2, 12.3,
12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.12, 12.13, 12.14, and 12.15 shall
survive termination of this Agreement.

      12.12 Notices. All notifications under this Agreement shall be sent to the
contact persons at either their address or fax number as set out below on the
signature page hereto unless modified by notice hereunder directed to the other
Party.


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      12.13 Non-Exclusivity. Nothing in this Agreement shall be read to prevent
cMeRun from entering into similar arrangements with other entities.

      12.14 Non-Solicitation. cMeRun and ISP agree to refrain from soliciting
for employment, without the prior written consent of the other, their respective
employees during the term of this Agreement, and for a period of one (1) year
following the termination of this Agreement.

      12.15 Section Headings. Section headings are for reference purposes only
and shall not affect the interpretation or meaning of this Agreement.


                     [THIS SPACE INTENTIONALLY LEFT BLANK]


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      IN WITNESS WHEREOF, the parties have executed this Agreement.

cMeRun Corp.                           Cyber Beach Communications Corp.


/s/ Theodore S. Convisser              /s/ Tom Pollock
----------------------------------     ----------------------------------
Signature                              Signature

Theodore S. Convisser                  TOM POLLOCK
----------------------------------     ----------------------------------
Name (Print)                           Name (Print)

Vice President                         GENERAL MANAGER
----------------------------------     ----------------------------------
Title (Print)                          Title (Print)


cMeRun Corp. Information               Cyber Beach Information
--------------------------------------------------------------------------------
Street address and/or PO Box           Street address and/or P0 Box
One Cabot Road                         155 LARCH STREET
--------------------------------------------------------------------------------
City and State/Province                City and State/Province
Hudson, MA                             SUDBURY, ONTARIO
--------------------------------------------------------------------------------
Postal code and Country                Postal code and Country
01749, USA                             P3E1C3 CANADA
--------------------------------------------------------------------------------
Contact name and title                 Contact name and title
Theodora S. Convisser, Vice President  TOM POLLOCK G.M.
and General Counsel
--------------------------------------------------------------------------------
Phone number                           Phone number
978-567-6800                           705 674 9283 (212)
--------------------------------------------------------------------------------
Fax number                             Fax number
978-567-5948                           705 674 0431
--------------------------------------------------------------------------------
E-mail address                         E-mail address
Contracts@cmerun.com                   pollock@cyberbeach.net
--------------------------------------------------------------------------------


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                                   SCHEDULE A

                                  ASP SERVICES

The ASP Services provided by cMeRun to Cyber Beach, also referred to herein as
the "cMeRun Service", consist of the following:

1. Subscription. cMeRun will enable End Users of Cyber Beach to subscribe to the
cMeRun Service through an on-line registration procedure.

2. Access. cMeRun shall provide Cyber Beach End Users access to the cMeRun
Service through the Cyber Beach ISP service, and will provide End Users with
access to the software applications that cMeRun and Cyber Beach have agreed to
make available to Cyber Beach's End Users.

3. Electronic File Storage

      3.1 Standard File Storage. cMeRun will allocate electronic file storage to
each End User, the amount of which will be determined by the base bundle to
which the End User subscribes, as more fully described in Schedule D.

      3.2 Incremental Storage. End Users may subscribe to additional allocations
of file storage from cMeRun.

      3.3 File Backup. Incremental backups of End User files will be performed
each day. Full backups of End User files will be performed weekly.

      3.4 File Access after Service Termination.

            3.4.1 When an End User account is deactivated, cMeRun will provide
the End User with the opportunity to obtain an electronic copy of his or her
files.

            3.4.2 After deactivation, End User files will be inaccessible to the
End User, but will remain in storage for two (2) months.

            3.4.3 After a period of two (2) months following deactivation by an
End User without subsequent reactivation, the files generated by that End User
will be deleted and will be permanently unavailable to the End User.

4. Security.

      4.1 CMeRun shall provide the following security provisions for the cMeRun
Service to Cyber Beach:


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            a. Firewalls between the public and ASP specific environments.

            b. Firewalls internal to ASP infrastructure to control access
            between operating zones.

            c. Central Virus Management.

            d. Multi-tier End User authentication.

5. Help Desk and Incident Logging, Tracking and Resolution.

      5.1 cMeRun will provide second and third level Help Desk service to Cyber
Beach's named technical contacts.

      5.2 Each reported incident will be assigned a log number by which it will
be tracked by cMeRun until satisfactory resolution is achieved and the Cyber
Beach technical support contact has been so notified.

6. Activation of New Services.

      6.1 cMeRun will be responsible for activation of new components of its
Service which are requested in writing by Cyber Beach within the timeframe
mutually agreed upon in writing by cMeRun and Cyber Beach. New components of the
cMeRun Service include (1) the introduction of a new software application or
applications, or (2) the implementation of a software application upgrade.

      6.2 cMeRun will activate new service features at its discretion, upon a
minimum of ten (10) days notice to Cyber Beach.

      6.3 New applications that become available in the cMeRun environment will
not be made available to Cyber Beach End Users without the consent of Cyber
Beach.


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                                   SCHEDULE B

                              PROFESSIONAL SERVICES

Professional Services, for the implementation, integration and rollout of the
ASP Services, to be provided by cMeRun under this Agreement, are the following:

Discovery

In the Discovery phase, cMeRun will perform analysis of the existing Cyber Beach
infrastructure and determine the amount of work and schedule by which the cMeRun
Service can be enabled. Discovery is closed with the deliverable of a detailed
program plan, which includes the price for the implementation effort. Defined
during the Discovery phase are:

      1.    Business objectives in the engagement of cMeRun.

      2.    Subscriber base characteristics.

      3.    Applications catalogue/bundles/a la carte titles.

      4.    Technology integration requirements.

      5.    Network interconnectivity.

      6.    Performance and support agreements.

Solution Design and Validation

The solution design will be developed to meet Cyber Beach's applicable business,
technical, and financial requirements. It is necessary to develop the design,
standards, processes, and priorities prior to the preparation of service
implementation plans and associated service level agreements.

Major design milestones are:

      1.    Interconnectivity to facilitate test environments and enable service
            flow between cMeRun and Cyber Beach.

      2.    Business process flows.

            a.    Data and reporting feeds between Cyber Beach and cMeRun.

            b.    Cyber Beach End User profile data.


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      3.    Hierarchy of Cyber Beach End User access:

            a.    Cyber Beach employees (technical support and a selected
                  subset).

            b.    Cyber Beach/cMeRun technical support.

            c.    Phase 1 selected End User base.

            d.    Full rollout to all DSL and dial-up subscribers.

      4.    Cyber Beach/cMeRun technical support training session.

      5.    Marketing plan is executed in line with detailed service rollout
            schedule, ensuring that subscriber expectations are properly set and
            met.

Design implementation plan activity considerations:

      1.    Subscriber sizing.

      2.    Application bundles/a la carte menu.

      3.    Performance/technical support agreement.

      4.    Review of cMeRun operational design and identification of
            customization needs.

      5.    Walk-through review of supporting infrastructure.

      6.    Joint staffing needs for partnership team.

      7.    Change management process.

      8.    Contingency/escalation process with named contacts.

      9.    Billing and management reporting process.

      10.   Solution customization.

      11.   Network connectivity trial run.

General Design Elements

      1.    Hosting Windows 2000 environment, applications and concepts.

      2.    End User self-provisioning (sign-up) and management (i.e., catalog,
            account profile).

      3.    Basic printing supported (HP LaserJet drivers, HP and Epson
            emulation drivers).

      4.    ISP devices supported: Windows 2000, NT, 98, 95, CE and embedded
            clients supported.

      5.    Application Suite:

            a.    Microsoft Works.

            b.    Microsoft Office.

            c.    Corel Office Suite.

            d.    Corel Draw.


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                                   SCHEDULE C

                              SERVICE LEVEL METRICS

1. Definitions.

      1.1 "Service Domain" means the network, systems and applications
infrastructures under the control of cMeRun. Within the Service Domain, cMeRun
acquires, allocates and manages the resources necessary to provide the ASP
Services set forth in Schedule A hereto.

      1.2 "ISP Domain" means the network, systems and applications
infrastructures under the control of ISP. ISP deploys and manages all resources
within the ISP Domain.

      1.3 "Demarcation Point" means the boundary between the Service Domain and
the ISP Domain. Functions performed at the Demarcation Point most significantly
include: (1) measurement of the quality of the ASP Services as set forth in
Schedule A and measured pursuant to this Schedule C, and (2) the provision of
detailed usage information for billing and planning purposes.

      1.4 "Application Availability" is defined as an End User establishing a
successful connection to cMeRun's hosting site and accessing a desired
application.

2. Service Provisioning.

      2.1 New End User Registrations. cMeRun will process new End User
subscription registrations within 24 hours of receipt of an on-line
registration, as described in Section 1 of Schedule A hereto.

      2.2 End User Terminations. cMeRun will process End User requests for
termination of service within 24 hours of written receipt of a termination
request. Cyber Beach will be charged for the usage subscribed to by that End
User through the end of the calendar month in which the termination of service
is processed.

3. Service Availability.

      cMeRun is responsible for making the cMeRun Service available to Cyber
Beach's End Users as follows:

      A.    Normal Availability -- Between the hours of 4:00 AM and 2:00 AM
            Eastern Standard Time, cMeRun service availability shall average 90%
            in each billing period.


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      B.    Maintenance

            Exceptions to the above may occur when cMeRun performs scheduled
            system maintenance or upgrades. In such cases, cMeRun will inform
            Cyber Beach in writing or by e-mail at least 48 hours in advance of
            such system maintenance or upgrade.

4. Service Provisioning Changes.

      "Service Provisioning Changes" are the activation of a new component of
the ASP Services, the introduction of a new application, or the completion of a
project such as an application upgrade. cMeRun is responsible for providing
Service Provisioning Changes in a timely manner

      Time to service for applications and service-related activities will vary
depending on the type of the request and the depth of implementational planning
associated with the activity desired by both parties. Duration will be impacted
by such factors as customer deployment method, service interface requirements,
and the level of customization requested.

      Service Provisioning will be measured in hours or days, depending on the
type of service provisioning activity. Measurement will commence upon receipt of
an order and will close upon the successful installation or availability of the
service.

5. Service Restoral

      "Service Restoral" occurs when resolution of an issue requires cMeRun to
visit the Demarcation Point on the ISP's network. Service Restoral Time is
measured from the time cMeRun is aware of an outage until the return to service
is effected.

6. Service Interruptions Caused by Actions of ISP or End User

      Service interruptions attributable to actions of ISP or an End User will
not be considered in assessing cMeRun's service performance in any given month.
Should such interruptions occur, cMeRun will notify ISP of the need to take
remedial action as soon as reasonably possible.


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                                   SCHEDULE D

                                 FEES AND RATES

ASP Services Fees and Rates

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Offerings                   Description                         Price to ISP In
                                                                Canadian Dollars
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Basic Package               MS Works, 25MB                           $15.95
                            Storage
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Enhanced                    Corel Office Suite,
Package                     25MB Storage                             $18.95
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Enhanced                    MS Office, 50MB
Package                     Storage                                  $19.95
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Option                      Storage (50MB)                            $2.99
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Any change in price will be communicated to the ISP 60 days prior to going into
effect.

A la Carte Fees

A la Carte titles are offered as additional selections to a base service bundle.
Once the cMeRun Service is live to Cyber Beach's subscribers, cMeRun will
continue to offer new titles. Cyber Beach, using cMeRun's provisioning system,
will be able to select and price supplemental A la Carte titles for its
subscribers to choose from.

ASP Services Agreement
Version 1.0