QWEST INTERNET SOLUTIONS, INC.

                Web Hosting and Internet Access Service Agreement

Section I.  General Terms and Conditions

1. General.  This Agreement (the  "Agreement")  is made as of the date set forth
below.  Qwest's  signature (the "Effective  Date") by and between Qwest Internet
Solutions,  Inc.,  a Delaware  corporation  with an address at 555 17th  Street,
Denver,  CO 80202  ("Qwest") and the Customer  ("Customer")  listed below and on
Addendum B-1 attached  hereto and made a part hereof.  "Service"  shall mean the
Qwest internet access and hosting services provided  hereunder as described more
fully in the Service  Description  which is incorporated by reference herein and
which is attached hereto as Addendum B-2 (the "Service Description").

2. Rates and Charges  Payment.  Customer agrees to pay all applicable  rates and
charges  set  forth  on  each  Addendum  applicable  to  any  Services  acquired
hereunder.  In addition to such fees.  Customer  shall be responsible to any and
all fees and taxes,  if any,  which may be imposed by any internet  registration
authority,  in connection  with the  registration  and maintenance of Customer's
domain  name(s) and/or  internet  addresses,  if any.  Billing for the recurring
component  of the  Services  shall  be  monthly  in  advance.  Payment  for  the
non-recurring   component  of  the  Services,   including   initial  set-up  and
installation  fees, shall be payable upon execution of the applicable  Addendum.
Charges  shall be due upon  Customer's  receipt of invoice  and  payable  within
thirty (30) days of such date. Any amount not paid within such period shall bear
interest at the lesser of (i) the rate of 1 1/2% per month,  or (ii) the highest
rate  permitted  by  applicable  law.  If  Customer  disputes  any portion of an
invoice,  Customer shall timely pay the full invoiced  amount and provide Qwest,
within thirty (30) days of payment,  a written statement  supporting  Customer's
position regarding the dispute. Qwest shall determine in its good faith business
judgment whether such invoiced items were erroneous, and shall issue a credit to
Customer if it so  determines.  Qwest reserves the right to change or modify the
fees for the Services,  or eliminate or modify certain  Services,  upon not less
than forty-five  (45) days advance  written notice to Customer.  In the event of
notice of such change,  Customer may terminate this Agreement,  without penalty,
on the  effective  date of such  change upon at least  thirty (30) days  advance
written  notice to Qwest.  Customer  will pay all sales and use taxes arising in
connection with the Services.  Customer's  execution of this Agreement signifies
Customer's  acceptance  of Qwest's  initial  and  continuing  credit  review and
approval.  Qwest  reserves  the right to  withhold  implementation  of  Services
pending  Qwest's  credit  review and may  condition  initiation  of Service on a
deposit or such other means to establish reasonable assurance of payment.

3.       Term and Termination.
         --------------------

(a) This Agreement shall be effective upon the Effective Date and continue until
the expiration (or  termination) of all Addenda issued pursuant  hereto.  Unless
otherwise  set forth in any Addendum,  the term with respect to each  individual
Addendum  (its  "Term")  shall  commence  on the date upon  which  the  Customer
Equipment  (as defined in Section II.1 hereof) is installed at Data Center,  and
continue for a period of twelve (12) months.  Any Addendum may be  terminated by
either party at the end of its applicable Term by giving written notice at least
sixty (60) days prior thereto,  but in the absence of such notice, such Addendum
shall  automatically  renew under the same terms and conditions for a term equal
to that of its original Term (such renewal Term shall also be referred to herein
as the "Term").  In the event Customer  terminates the Agreement with respect to
any Addendum  prior to the  conclusion of the Term,  Customer shall pay to Qwest
all  charges  for  Services   provided   through  the  effective  date  of  such
cancellation plus a cancellation  charge determined as follows:  (a) if the Term
for the cancelled Services is one (1) year or less, then the cancellation charge
shall be an amount equal to the balance of the monthly Services charges (then in
effect at the time of  cancellation)  for such  cancelled  Services  that  would
otherwise have become due for the unexpired balance of the Term; (b) if the Term
for the  canceled  Services  is longer  than one (1) year and such  cancellation
becomes  effective  prior to the  completion of the first year of the Term,  the
cancellation  charge  shall be an amount  equal to the  balance  of the  monthly
Services charges (then in effect at the time of cancellation) for such cancelled
Services that otherwise  would have become due for the unexpired  portion of the
first year of the Term,  plus fifty percent (50%) of the balance of such monthly
charges for the remainder of the Term beyond the first year, and (c) if the Term
for the  cancelled  Services is longer  than one (1) year and such  cancellation
becomes  effective  after  completion  of  the  first  year  of  the  Term,  the
cancellation  charge  shall be an  amount  equal to fifty  percent  (50%) of the
balance  of the  monthly  Services  charges  (then  in  effect  at the  time  of
cancellation)  for such cancelled  Services that otherwise would have become due
and payable for the unexpired portion of the Term. In addition,  if Customer was
granted a discount or waiver with respect to any non-recurring  charges based on
the duration of Customer's  Term commitment (an "NRC  Discount"),  then Customer
shall also pay an amount  equal to the NRC  Discount.  It is agreed that Qwest's
damages if Services are cancelled  prior to the  completion of the Term shall be
difficult  or  impossible  to  ascertain,  thus the amounts set forth herein are
intended to establish  liquidated  damages in the event of cancellation  and are
not intended as a penalty.

(b) Qwest may terminate this Agreement  and/or cease or suspend the provision of
any Services upon default of Customer.  Default  includes (i) the failure to pay
any amount when due hereunder  (after five (5) days prior notice of such failure
to pay); (ii) the filing of a petition in bankruptcy by or against Customer; and
(iii) any  material  default  of this  Agreement  including  but not  limited to
violation of the AUP (as hereinafter  defined) or Customer's  obligations  under
Section 4 or conduct that Qwest,  in its sole  discretion,  believes may subject
Qwest to civil or criminal  litigation,  charges,  and/or damages.  If Qwest has
suspended  the  Services  pursuant  to  this  Section,  Qwest  shall  require  a
reconnection  fee in order to resume  service.  Termination  shall  not  relieve
Customer of its obligation to pay all fees for Services  accrued and owing up to
and including the date of termination or otherwise  payable  pursuant to Section
3(a)  above,  nor shall it  preclude  Qwest  from  pursuing  any other  remedies
available to it, at law or in equity.

(c) In the event a law or regulatory action prohibits,  substantially impairs or
makes  impractical  the  provision  of any  Services  under this  Agreement,  as
determined by Qwest, Qwest may, at its option and without  liability,  terminate
this  Agreement  or modify  any  Services  or the terms and  conditions  of this
Agreement  in order to conform  to such  action (a  "Regulatory  Modification"),
provided however, that Qwest shall provide thirty (30) days prior written notice
to Customer of any such  Regulatory  Modification,  except that Qwest may reduce
the foregoing notice period,  if reasonably  necessary under the  circumstances.
Use by  Customer  of the  Services  for a  period  of  thirty  (30)  days  after
implementation of such Regulatory  Modification  shall constitute  acceptance of
such changes.

4. Rights and Obligations of Customer. Customer represents and warrants that (a)
it has full right and  authority to enter into this  Agreement;  (b) it will not
use the Services in any manner which is in violation of any law or  governmental
regulation,  or Qwest's  Acceptable  Use Policy  ("AUP") as amended from time to
time by Qwest, which AUP is posted on Qwest's web site at  (www.qwest.com);  (c)
the "Customer  Data" (as  hereinafter  defined) will not violate or infringe the
rights  of  others,  including,   without  limitation,  any  patent,  copyright,
trademark,  trade dress, trade secret, privacy,  publicity, or other personal or
proprietary  right;  (d) the Customer Data will not include  indecent or obscene
material  or  constitute  a  defamation  or libel of  Qwest or any  third  party
licensing  fees; and (e) it will comply with all relevant  export and encryption
laws and regulations of the United States ("Export Laws").  For purposes of this
Section  4,  "Customer  Data"  shall  mean  the  text,  data,  images,   sounds,
photographs,   illustrations,  graphics,  programs,  code  and  other  materials
transmitted through the Services hereunder.

5. Equipment or Software not provided by Qwest.  Except only as may be set forth
in an Addendum to this Agreement,  Customer shall be solely  responsible for the
installation,  operation,  maintenance,  use and  compatibility  of equipment or
software  not  provided  by Qwest and Qwest  shall  have not  responsibility  or
liability in connection  therewith.  In the event that equipment or software not
provided by Qwest which impairs  Customer's  use of any  Services:  (a) Customer
shall  nonetheless be liable for payment for all Services provided by Qwest, and
(b) any service  specifications  or service  levels (and  corresponding  service
credits)  generally  applicable to the Services shall not apply.  Customer shall
cooperate with Qwest in setting the initial  configuration  for its  equipment's
interface with the Services and comply with Qwest's  instructions  in connection
therewith.

6.       Rights and Obligations of Qwest; Disclaimer of Warranties.
         ---------------------------------------------------------

(a) As may be set forth in the  Addendum,  Qwest will  secure  domain  names and
assign IP address space (subject to reasonable  availability) for the benefit of
Customer  during  the Term,  and Qwest  will route  those  addresses  on Qwest's
network;  it being  understood  and agreed that neither  Customer nor any of its
"Users" (as  defined in the AUP) shall have the right to route these  addresses.
Customer  understands and agrees that it shall have no ownership interest in any
IP address which Qwest obtains on Customer's  behalf and that Qwest shall retain
ownership  of all such IP  addresses,  and upon  termination  of the  Agreement,
Customer's access to and utilization of such IP addresses shall terminate.

(b) Customer agrees that it is solely responsible for assessing its own computer
and  transmission  network  needs and the results to be obtained  therefrom  and
Qwest  exercises no control  whatsoever  over the  merchandise,  information and
services  offered or accessible on the  Internet.  Qwest shall use  commercially
reasonable  efforts to (i) monitor its network and its  interconnection to other
networks  and  (ii)  maintain  its  network,  including  interconnections  in an
operational  state,  other than for scheduled  maintenance,  in order to provide
Services in accordance with any applicable  service level agreement (the "SLA").
CUSTOMER ASSUMES TOTAL  RESPONSIBILITY  FOR CUSTOMER'S USE AND USERS' USE OF THE
SERVICES,  SOFTWARE OR  EQUIPMENT  PROVIDED BY QWEST,  IF ANY,  AND THE INTERNET
CUSTOMER UNDERSTANDS AND AGREES FURTHER THAT THE INTERNET (1) CONTAINS MATERIALS
SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE AND (2) IS ACCESSIBLE BY
PERSONS WHO MAY  ATTEMPT TO BREACH THE  SECURITY  OF QWEST'S  AND/OR  CUSTOMER'S
NETWORK.  QWEST HAS NO CONTROL OVER AND  EXPRESSLY  DISCLAIMS  ANY  LIABILITY OR
RESPONSIBILITY  WHATSOEVER  FOR SUCH  MATERIALS  OR  ACTIONS  AND  CUSTOMER  AND
CUSTOMER'S  USERS  ACCESS  THE  SERVICES  AT  CUSTOMER'S  OWN  RISK.  EXCEPT  AS
SPECIFICALLY SET FORTH HEREIN OR IN THE ADDENDUM,  THE SERVICES,  FACILITIES AND
RELATED SOFTWARE AND/OR EQUIPMENT  PROVIDED BY QWEST, IF ANY, ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS WITHOUT  WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR
IMPLIED WARRANTIES OF MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE.  NO
ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR
RESPECTIVE  EMPLOYEES  SHALL  CREATE A  WARRANTY.  Some  states do not allow the
limitation of implied warranty,  and therefore certain  provisions may not apply
to customers located in those states.

7. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT
SHALL  QWEST,  ITS  AFFILIATES  OR AGENTS BE LIABLE  FOR ANY  DIRECT,  INDIRECT,
INCIDENTAL,  SPECIAL,  PUNITIVE  OR  CONSEQUENTIAL  DAMAGES  OR LOST OR  IMPUTED
PROFITS OR ROYALTIES,  LOST DATA OR COST OF PROCUREMENT  OF SUBSTITUTE  GOODS OR
SERVICES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT  WHETHER FOR,
AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM,  AND
WHETHER  LIABILITY  IS  ASSERTED  IN,  AMONG  OTHER  THINGS,  CONTRACT  OR  TORT
(INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT  LIABILITY)  WHETHER
OR NOT QWEST HAS BEEN  ADVISED  OF THE  POSSIBILITY  OF ANY SUCH LOSS OR DAMAGE.
QWEST'S  LIABILITY  HEREUNDER  SHALL IN NO EVENT  EXCEED AN AMOUNT  EQUAL TO THE
AVERAGE  MONTHLY  RECURRING  CHARGE PAID BY  CUSTOMER  FOR  SERVICES  UNDER THIS
AGREEMENT,  OR IN THE CASE THAT THE CLAIM PERTAINS TO A PARTICULAR SERVICE,  THE
AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER FOR THE PARTICULAR  SERVICE TO
WHICH THE CLAIM PERTAINS (THE "AFFECTED  SERVICE").  SUCH AVERAGE MONTHLY CHARGE
TO BE  CALCULATED  DURING THE PERIOD  FROM  EXECUTION  OF THE  AGREEMENT  OR THE
ADDENDUM  PERTAINING  TO THE  AFFECTED  SERVICE  TO THE  DATE A CLAIM  IS  MADE.
CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE
REMEDY OR CAUSE  THIS  AGREEMENT  TO FAIL OF ITS  ESSENTIAL  PURPOSE.  Except as
specifically set forth in the SLA, the foregoing sets forth Customer's exclusive
remedy  for  breach of this  Agreement  by Qwest.  Some  states do not allow the
exclusion  of  incidental  or  consequential   damages,  and  therefore  certain
provisions  of this section  allocate the risks  between  Qwest and Customer and
Qwest's  pricing  reflects the  allocation  of risk and  limitation of liability
specified herein.

8.  Indemnity.  Customer  agrees to  defend,  indemnify  and hold  Qwest and its
affiliates harmless from any and all liabilities,  costs and expenses, including
reasonable  attorneys' fees,  related to or arising from: (a) any breach of this
Agreement  by Customer or Users;  (b) the use of the Services or the Internet or
the  placement or  transmission  of any materials on the Internet by Customer or
Users,  including but not limited to any Customer Data; (c) acts or omissions of
Customer,  Customer's agents or contractors in connection with the installation,
maintenance,  presence,  use or removal of equipment or software not provided by
Qwest in  connection  with the  provision  of the  Services;  and (d) claims for
infringement of any third party proprietary right, including copyright,  patent,
trade  secret  and  trademark  rights,  arising  from  the use of any  services,
equipment and software not provided by Qwest.

9.  Non-Solicitation  of Employees.  Customer shall not, during the Term of this
Agreement  and for a period of one (1) year  thereafter,  directly or indirectly
solicit,  employ,  offer to employ, nor engage as a consultant,  any employee of
Qwest with whom Customer had contact pursuant to this Agreement.

10. Assignment. Customer shall not assign this Agreement, or unless set forth in
the Addendum,  resell the right to use the  Services,  without the prior written
consent of Qwest.

11. Miscellaneous. Any dispute relating to this Agreement shall be submitted for
biding  arbitration  under  the  commercial  Arbitration  Rules of the  American
Arbitration Association and judgment on any award entered therein may be entered
in any court of competent jurisdiction. The venue for any such arbitration shall
be Denver,  Colorado. In the event that any portion of this Agreement is held to
be  unenforceable,  the  unenforceable  portion  shall be construed as nearly as
possible to reflect the original  intent of the parties and the remainder of the
provisions shall remain in full force and effect. Qwest's failure to insist upon
strict  performance of any provision of this Agreement shall not be construed as
a waiver of any of its  rights  hereunder.  Qwest is  acting  as an  independent
contractor  and  shall  have  exclusive  control  of the  manner  and  means  of
performing its obligations. Qwest will not be responsible for performance of its
obligations  hereunder  where  delayed or  hindered  by war,  riots,  embargoes,
strikes or acts of its vendors, suppliers,  accidents, acts of God, or any other
event beyond its  control.  All notices,  including  notices of address  changes
contemplated  hereunder  shall be sent by  registered  or  certified  mail or by
overnight commercial delivery to the address set forth in this Agreement by each
party.  Notices to Qwest shall be sent to the attention of its General  Counsel.
In any proceeding to enforce the terms of this Agreement,  the party  prevailing
shall be entitled to recover all of its expenses, including, without limitation,
reasonable  attorney's  fees.  The  terms  and  conditions  of  this  Agreement,
including all Addenda, shall prevail notwithstanding any different or additional
terms and conditions of any purchase order or other form for purchase or payment
submitted by customer to Qwest. All terms and provisions of this Agreement which
should by their  nature  survive  the  termination  of this  Agreement  shall so
survive,  including  but not limited to sections 3, 4, 6, 7, 8, 9, 10, II.13 and
II.14.  this  Agreement  may be  executed  in  separate  counterparts  including
facsimile  copies,  each of which shall be deemed an original,  and all of which
shall be  deemed  one and the  same  instrument  and  legally  binding  upon the
parties.  This  Agreement,  including the AUP (as amended from time to time) and
the  Addenda  attached  hereto  and made part  hereof,  constitutes  the  entire
agreement  between  Customer  and  Qwest  with  respect  to the  Services.  This
Agreement  shall be governed by the laws of the State of New York.  Any cause of
action  customer may have with  respect to the Service must be commenced  within
one year  after the claim or cause of  action  arises or such  claim or cause of
action is barred.

Section II.       Hosting Terms and Conditions

II.1     Definitions.
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(a)      "Customer   Equipment"  shall  mean  certain  electronic  equipment  of
         Customer, including without limitation,  computer servers and ancillary
         equipment  which is installed  within the  "Premises"  (as  hereinafter
         defined) and is described in Addendum B-1.

(b)      "Customer  Representative"  shall  refer  to  a  person  that  Customer
         designates  in writing as having  authority  to have access to the Data
         Center and Premises on  Customer's  behalf.  Customer may  designate no
         more than two (2) Customer Representatives,  but may replace a Customer
         Representative upon ten (10) business days prior written notice.

(c)      "Customer Web Site" is a customer  application  which: (i) is comprised
         of the Customer Data; (ii) resides on the Customer Equipment;  and (ii)
         is accessible via the World Wide Web.

(d)      "Data Center" shall mean a particular  Qwest facility  within which the
         Premises are located and which is identified in Addendum B-1.

(e)      "Premises"  shall  refer to that  area  within a Data  Center  in which
         Customer Equipment is installed pursuant to this Agreement.

(f)      "Software"  shall mean software  (including  third party  software) and
         related  documentation,  if any,  provided  by  Qwest  to  Customer  in
         connection with any of the Services.

II.2     Grant of Licenses.
         -----------------

(a)      Qwest hereby grants to Customer a license ("License") pursuant to which
         Customer may, as set forth in the Service  Description and for the Term
         set forth  herein:  (i)  locate,  install  or have  Qwest  install  the
         Customer  Equipment  within  the  Premises;  and (ii)  access  the Data
         Center(s) for the purpose of installing, maintaining, and operating the
         Customer  Equipment  and/or Customer Web Site within the Premises.  The
         License  is  subject  and  subordinate  to  the  underlying  ground  or
         facilities  lease or other  superior  right by which Qwest has acquired
         its interest in the Data Center.

(b)      Qwest may install and implement such software and equipment as it deems
         necessary and  appropriate in order to properly  access and monitor the
         Customer Equipment and Customer Web Site in the course of providing the
         Services  hereunder and Customer grants Qwest all right and permissions
         in connection therewith.

III.3  Permissible  Use of the Data Center and Premises.  Customer agrees to use
the Data Center and  Premises  only for the  purposes  described in Section II.2
above and to interconnect with Qwest's network. Customer's Representatives shall
not use any of the  following  in the Data Center or the  Premises:  explosives,
tobacco-related  products,  weapons of any sort, cameras,  video tape recorders,
flammable liquid or gases or similar  materials,  electro-magnetic  devices,  or
other  materials  or  equipment  that  Qwest  , at any  time  and  at  its  sole
discretion, deems prohibited.  Customer will not alter or tamper with in any way
the  property or space  within the Data Center.  Only  Customer  Representatives
shall be  permitted  to access the  Premises  and the Data Center on  Customer's
behalf.  Qwest  , at  its  sole  discretion  may  refuse  to  allow  a  Customer
Representative to enter the Premises or the Data Center.

III.4    Equipment Deployment and Maintenance.
         ------------------------------------

(a)      Prior to installation and thereafter upon Qwest's  reasonable  request,
         Customer will provide Qwest a list of all Customer Equipment  installed
         or to be installed  in the  Premises.  If Customer  desires to make any
         changes to its Customer  Equipment  ("Equipment Change ), it shall: (i)
         advise Qwest in writing of the nature of any such change;  and (ii) not
         attempt to make such Equipment  Change until Qwest approves such change
         in writing.  Qwest shall either approve or disapprove of such Equipment
         Change within ten (10) business days of its receipt of such request.

(b)      Qwest  reserves the right,  upon thirty (30) days prior written  notice
         and at its  expense,  to relocate any  Customer  Equipment  ("Equipment
         Relocation");  provided,  however,  that in the event of an  emergency,
         Qwest  reserves  the  right to  perform  Equipment  Relocation  with no
         advance notice to Customer.  Qwest agrees to reimburse Customer for any
         direct  damages to  Customer  Equipment  where such  damage is a direct
         result of Qwest's gross negligence or willful  misconduct in connection
         with such  Equipment  Relocation.  No other  payments  shall be made by
         Qwest to Customer with respect to damages arising out of such Equipment
         Relocation,  including  without  limitation  compensation  for any lost
         business  or lost  profits  due to damages or  malfunctioning  Customer
         Equipment,  as a result of any such Equipment Relocation.  In the event
         Qwest shall  undertake  an  Equipment  Relocation:  (i) Qwest shall use
         commercially  reasonable  efforts to move the Customer Equipment to its
         location which shall afford comparable environmental conditions for and
         accessibility to such Customer  Equipment;  and (ii) Qwest and Customer
         agree to work  together in good faith to  minimize  any  disruption  of
         Customer's services as a result of such relocation.

(c)      Qwest will periodically  conduct routine scheduled  maintenance  within
         its Data Centers, during which time Customer Equipment may be unable to
         transmit  or  receive  data and  Customer  may be unable to access  its
         Equipment. Qwest shall provide Customer with reasonable notice prior to
         conducting such routine maintenance.

II.5 Customer Data and Software. If indicated on the Service Description,  Qwest
will, on Customer's  behalf,  use commercially  reasonable  efforts to: (i) make
available  and  accessible  on the Qwest  network  and/or  World  Wide  Web,  as
appropriate,  the Customer Web Site; and (ii) reproduce the Customer Data on the
Customer  Web Site.  Customer  shall  deliver the  Customer  Data Qwest:  (i) in
digital or such other form as may be reasonably  requested by Qwest:  (i) in the
manner and meeting the  specifications  and delivery  schedule  which may be set
forth in the Service  Description.  Customer  will at all times retain  complete
copies of the Customer  Data and if it should be lost or damaged while stored at
the  Data  Center,  Customers  shall be  solely  responsible  for the  editorial
supervisions of the Customer Data. Customer shall review the Customer Data prior
to delivery to Qwest to ensure that it complies with Customer's  representations
and warranties as contained in this Agreement.

II.6 Software and  Documentation  Provided by Qwest.  In  consideration  for the
payment of any  applicable  charges,  Customer  is granted  the right to use the
Software,  if any,  strictly in accordance with and subject to any  accompanying
documentation (the "Documentation").  Except as may be specifically set forth in
the Documentation, Qwest makes no representations and warranties with respect to
the  Software.  Qwest will pass  through and assign to  Customer  all rights and
warranties  provided by third party licensors of the Software to the extent that
such  licensors  permit  such pass  through  and  assignment.  Any costs of such
assignment shall be borne by Customer.  Except as specifically set forth herein,
Qwest has no obligation to provide  maintenance or other support of any kind for
the Software,  including  without  limitation  any error  corrections,  updates,
enhancements or other modifications.

II.7 Limitation and Reservation of Rights.  Nothing  contained herein and no use
of the  Premises or the Data Center by  Customer  or  Customer's  payment of any
charges shall create or vest in Customer any easement or other property right of
any nature in the  Premises or Data Center or any  property of Qwest or to limit
or restrict Qwest's right to access,  operate and use the Premises,  Data Center
and facilities therein at Qwest's discretion.

II.8     Installation of Customer Equipment

(a)      Qwest shall provide for the  installation of Contractor's  Equipment as
         stated in this Agreement and in the Service Description. Customer shall
         give  Qwest  ten  (10)  days  notice  prior  to the  date of  requested
         installation.

(b)      This Section  II.8(b) shall apply only to customers who are responsible
         for installation of the Customer  Equipment as set forth in the Service
         Description.  Except as otherwise set forth in the Service Description,
         Customer shall  engineer,  furnish,  install and test, at its sole cost
         and expense, all Customer Equipment. Customer shall give Qwest ten (10)
         business days notice prior to commencing installation, and installation
         and  testing  shall:  (i) not begin until Qwest  grants  permission  to
         Customer  to  commence  same;  and (ii) shall at all times be under the
         direct  supervision  of an  authorized  employee or agent of Qwest (the
         "Escort").  All  Customer  Equipment  shall  be  clearly  labeled  with
         Customer's   name  and  contact   information.   Upon   completion   of
         installation,  Customer shall remove all installation material from the
         Data   Center   and   Premises   and  shall   restore   same  to  their
         pre-installation  condition.  Customer  Equipment  shall, at all times,
         remain the property of Customer.  No later than four (4) weeks prior to
         the date  proposed for  installation  of Customer  Equipment.  Customer
         shall submit for Qwest's approval  engineering plans and specifications
         pertaining  to  Customer's  use of the Data Center and  Premises in the
         form  required  by Qwest.  No later than ten (10)  business  days after
         receipt  of such  engineering  plans and  specifications,  Qwest  shall
         notify Customer of its approval of such plans and specifications, or of
         any changes  required  thereto ("Qwest  Response").  The Qwest Response
         shall  include  space  assignment,  any charges  payable by Customer in
         order for Qwest to  prepare  the Data  Center  or  Premises  for use by
         Customer (such as wiring, construction of cage or dividing walls, etc.)
         and a date when the Data Center Premises will be ready for installation
         of the Customer  Equipment.  In the event the Qwest Response sets forth
         modifications  to Customer's  initial  submission and Customer does not
         object to such  modifications  within five (5) business days of receipt
         of such Qwest Response:  (i) Qwest shall proceed with the work required
         to prepare the Data Center and Premises  for use by Customer;  and (ii)
         Customer  shall  reimburse  Qwest for the full cost of such work within
         thirty (30) days after receipt of Qwest's invoice therefor.

II.9 Maintenance of Customer Equipment.  Except as specifically set forth in the
Service Description, Qwest shall have no obligation with respect to the Customer
Equipment and/or any Customer software,  except that Qwest shall be obligated to
maintain the Customer  Equipment in a reasonably safe condition.  In cases where
Qwest provides  maintenance  services as set forth in the Service  Description ,
Customer is required to enter into the applicable vendor maintenance  agreement.
Qwest's  obligation  to provide  temporary  replacement  equipment is subject to
reasonable availability as contemplated in the Service Description.

II.10 Access to Premises. Customer agrees to comply with the requirements of any
lease, rules and regulations of Qwest or its lessors,  including but not limited
to the  Qwest  Standards  for  Facility  Security  and  rules  of  Conduct  (the
"Standards").  A current copy of the  Standards,  which are subject to change at
Qwest's  sole  discretion,  are set  forth in the  Service  Description  and are
available from the Qwest Call Management  Center.  Except as otherwise set forth
in the Service  Description,  Customer's  employees,  agents or contractors  may
enter or work in the Data  Center and  Premises  only when an Escort is present;
and except as set forth in the Standards, Customer agrees to pay the charges for
Escort services at Qwest's then prevailing  time and materials  rates.  Customer
shall defend and indemnify  Qwest from (i) any claims by  Customer's  employees,
agents and contractors  except claims for death or injury  proximately caused by
Qwest's gross negligence or willful act and (ii) any damages caused by Customer,
its employees,  agents and contractors relating to any damages caused by them to
the Data Center,  Qwest's  equipment or equipment of Qwest's  customers  and any
other damages relating  thereto.  Qwest shall endeavor to make Escorts available
on a  twenty-four  (24) hour per day,  seven (7) days per week basis,  and shall
provide Data Center-specific  contact telephone numbers to Customer.  The Escort
shall have the authority,  without subjecting Qwest to any liability, to suspend
Customer's  work  operations  in and around the  Premises  if, in Escort's  sole
discretion,  any hazardous  conditions arise or any unsafe or insecure practices
are being  conducted by  Customer's  employees,  agents or  contractors.  All of
Customer's work in the Data Center and Premises shall be performed in a safe and
workmanlike manner.

II.11  Emergencies.  In the event of any emergency  event that either is or will
immediately  become service  affecting,  Qwest's work shall take precedence over
Customer's  operations  on the  Premises;  and Qwest may  rearrange the Customer
Equipment (with the same care used by Qwest in rearranging its own equipment) as
is  reasonably  necessary  to  respond  to the  emergency.  In the  event of any
emergency  involving  the  Customer   Equipment,   Qwest  shall  use  reasonable
commercial  efforts to notify  Customer prior to performing  whatever repair and
maintenance is necessary to respond to the emergency ("Emergency Measures"), and
Customer  authorizes  Qwest  to  take  such  repair  and  maintenance   actions,
irrespective of whether Qwest actually provides notice.

II.12 Qwest Inspection and Remedial Rights.  Qwest may make periodic inspections
of any part of Customer  Equipment upon  reasonable  advance notice to Customer,
and Customer  shall have the right to be  represented  during such  inspections;
provided, however, that if, in Qwest's judgment, such notice is not commercially
practicable.  Qwest may make such inspection  immediately  but shall  thereafter
provide notice of the inspection to Customer. The making of periodic inspections
or the failure to do so shall not operate to impose upon Qwest any  liability of
any kind whatsoever,  nor relieve Customer of any responsibility,  obligation or
liability assumed under this Agreement. If any part of the Customer Equipment is
not installed and maintained in accordance with the terms and conditions hereof,
and Customer has not corrected  such  non-compliance  within ten (10) days after
receipt of notice  thereof from Qwest,  Qwest may, at its option:  (i) terminate
the  Agreement;  or (ii) correct said condition at Customer's  expense.  If such
condition  poses an immediate  threat to the safety of Qwest's  employees or the
public,  interferes with the performance of Qwest's network facilities, or poses
an immediate threat to the physical integrity of Qwest's facilities,  Qwest may,
without providing Customer prior notice,  perform such work and take such action
that it deems reasonably  necessary  ("Corrective  Action").  In the event Qwest
shall engage in such Corrective Action,  Qwest shall not be liable for damage to
Customer  Equipment or for any interruption of Customer's  services.  As soon as
practicable after taking such Corrective  Action,  Qwest will advise Customer in
writing of the work  performed or the action taken and Customer  shall  promptly
reimburse all reasonable expenses incurred by Qwest in connection therewith.

II.13 Removal of customer Equipment. Upon termination of this Agreement,  except
in the case of Premium  Services (as defined in Addendum  B-2),  Customer  shall
remove the Customer  Equipment  within ten (10) business days and Customer shall
remain  liable  for  any  charges  associated  therewith  as  set  forth  in the
Agreement.  If  Customer  fails to remove the  Customer  Equipment  within  such
period,  such  Customer  Equipment  shall be deemed  abandoned;  and Qwest  may,
without liability,  remove the Customer Equipment,  and Customer shall reimburse
Qwest  for all  costs  associated  therewith.  In the  event of  non-payment  by
Customer  of sums  overdue  for more than  sixty (60) days,  or if  Customer  is
otherwise  in breach of the  Agreement,  Qwest may,  upon ten (10) days  written
notice to  Customer,  either  retain any  Customer  Equipment or other assets of
Customer then in Qwest's  possession  and sell them in partial  satisfaction  of
such unpaid sums or request  Customer to remove Customer  Equipment from Qwest's
premises  within ten (10) days of such request.  If Customer fails to so remove,
Qwest may deliver the Customer  Equipment to Customer at the address of Customer
set forth in the  Agreement,  and  Customer  shall be  obligated  to accept such
delivery;  provided,  however that Customer shall be fully  responsible  for all
expenses associated therewith.

II.14  Confidentiality.  During the Term, each party will have access to certain
confidential   information  of  the  other  concerning  such  party's  business,
including  such party's  products,  services,  technical  data,  trade  secrets,
inventions,  processes, and customer information.  All such information shall be
deemed  "Confidential  Information."  Each  party  shall  use  the  Confidential
Information of the other solely to perform this Agreement,  and all Confidential
Information  shall  remain the sole  property of the  respective  parties.  With
regard to  Confidential  Information,  the parties shall use the same care as it
uses to maintain the confidentiality of its own confidential information,  which
shall be no less than  reasonable  care,  and shall not make  disclosure  of the
Confidential  Information to any third party without the written  consent of the
Disclosing Party, except to employees,  consultants or agents to whom disclosure
is necessary to the performance of this Agreement and who are bound by a duty of
confidentiality. Information shall not be deemed confidential if it (1) is known
to the receiving party prior to receipt from the disclosing  party as reasonably
evidenced by such party;  (2) becomes known to the receiving party from a source
other than one, to receiving  party's  knowledge,  who is under an obligation of
confidentiality  to the  disclosing  party;  (iii)  becomes  publicly  known  or
otherwise  ceases to be  confidential  other  than by a breach of the  receiving
party; (iv) is independently developed by receiving party other than by a breach
of this Agreement.

11.15  Insurance.  Customer shall procure and maintain  throughout the Term, the
following insurance as provided by an insurance company or companies  reasonably
satisfactory to Qwest:

(a)      standard form property  insurance  insuring against the perils of fire,
         vandalism,  and  malicious  mischief  extended  coverage  ("all  risk")
         covering  all Customer  Equipment  located in the Premises in an amount
         not less than its full replacement cost.

(b)      commercial  general liability  insurance insuring against any liability
         arising  out of  the  license,  use or  occupancy  of the  Premises  by
         Customer in an amount of not less than $2 million combined single limit
         coverage for injury or death of one more persons in an occurrence,  and
         for  damage  to  tangible  property  (including  loss  of  use)  in  an
         occurrence.

(c)      professional  liability  insurance  (including  Multimedia  Errors  and
         Omissions  insurance) insuring against any liability arising out of the
         use or publication of the Customer Data or the Customer Web Site at the
         Data Center.  Such  insurance  shall be in the amount of $2 million per
         occurrence ant $5 million in the aggregate.

(d)      worker's compensation  insurance as required by any applicable worker's
         compensation or similar statute and employers  liability insurance with
         minimum limits of $1 million per occurrence.

(e)      business automobile insurance in an amount not less than $1 million per
         occurrence  covering all autos used at the Premises,  including  owned,
         non-owned and hired autos.

Customer  shall  provide  a  certificate  of  insurance   evidencing  the  above
requirements  and in the case of (a) and (b) above,  the policies shall (1) list
Qwest as an additional insured, (2) contain a cross liability provision, and (3)
contain a provision  that such  insurance  shall be primary and  noncontributing
with any other insurance  available to Qwest.  All policies shall require notice
to Qwest of not less than sixty (60) days prior to any  cancellation or material
change in any coverage.

                                 CUSTOMER

                                 WORDCRUSHER INTERNET TECHNOLOGIES INC.


                                 /s/ Kenneth W. Bell
                                 -------------------------------------
                                 Signature

                                 Mr. Kenneth W. Bell
                                 Senior V.P. & C.E.O.
                                 Name and Title

                                 12th Nov. 1999
                                 Date

                                 QWEST INTERNET SOLUTIONS, INC.



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