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                                                                    EXHIBIT 10.1




                                REVENUE SHARING,
                              SERVICE DEVELOPMENT,
                                       AND
                            JOINT MARKETING ALLIANCE
                                    AGREEMENT





                                 BY AND BETWEEN

                        IXC COMMUNICATION SERVICES, INC.

                                       AND

                                   e-NET, INC.



                                      -17-

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                                 SIGNATURE PAGE


THIS AGREEMENT has an Effective Date of September 14, 1999, and is made by and
between:

IXC Communication Services, Inc. "IXC")

with offices located at:

1122 Capital of Texas Highway South
Austin, TX  78746-6426

Telephone:        (512) 231-5188
Facsimile:        (512) 231-5287

AND

e-Net Inc. and ZeroPlus.com, Inc., (hereinafter collectively referred to as
"E-NET")

with offices located at:

12800 Middlebrook Rd.
Suite 400
Germantown, MD 20874

Telephone:                 (301) 601-8700
Facsimile:                 (301) 601-3221

IXC and E-NET (hereinafter collectively referred to as the "parties") agree to
collaborate to provide the hereinafter defined services on the terms and
conditions contained in this Agreement, including this Signature Page, the
General Terms & Conditions, and Appendices A, B, C, and D, attached hereto and
incorporated herein by reference.

E-NET, INC.                                 IXC COMMUNICATION SERVICES, INC.

By:  /s/ Robert A. Veschi                   By: /s/ Dominick DeAngelo
    ---------------------------------          ------------------------------
      (Authorized Signature)                   (Authorized Signature)

Name:    Robert A. Veschi                   Name:    Dominick DeAngelo

Title:   President and CEO                  Title:   SVP Product Marketing

Date:                                       Date:



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                                              GENERAL TERMS & CONDITIONS


I.    PURPOSE OF THIS AGREEMENT AND AGREEMENT TERM.

      A.    This non-exclusive Agreement is intended to provide a framework for
            E-NET and IXC to be able to provide joint telephony services to
            Market Associates, as defined below, utilizing E-NET's ZeroPlus.com
            technology, as defined below, in combination with certain IXC
            services (such joint telephony services are hereinafter referred to
            as the "Conjoined Service"). This Agreement is also intended to
            provide the structural framework for revenue sharing, joint
            marketing, and joint sales activities to IXC and E-NET existing and
            potential customers. This Agreement will attempt to outline the
            specific details required to perform these activities, the
            responsibilities they entail to both companies, and to outline each
            party's liabilities associated with these responsibilities. Since
            the specifics of this relationship can not fully be outlined in this
            contract, both sides agree to make efficient use of informal
            arbitration, performance review meetings, and other operational
            discussions to make a best effort to outline a mutually beneficial
            operating arrangement. It is intended that additional operating
            procedures will be added to this document over time in appendices to
            further enhance the relationship and operating mechanisms.

      B.    The initial term of this Agreement is for two (2) years, and
            commences as of the Effective Date notwithstanding the date(s)
            signed by a party's authorized representative ("Initial Term"). This
            Agreement shall automatically renew for additional twelve (12) month
            terms (each a "Renewal Term") unless either party notifies the other
            party in writing at least ninety (90) days prior to the expiration
            of the Initial Term or the then current Renewal Term, of its
            intention not to renew.


II.   DEFINITIONS.

      A.    "ZeroPlus.com" shall mean the wholly owned subsidiary of E-NET,
            ZeroPlus.com, Inc., which provides internet telephony services to
            end users by facilitation of a "0 plus 10 digit" dialing method
            similar to the way traditional telephone calls are made.
            ZeroPlus.com shall also refer to the proprietary voice-over-data
            technology including specifically, for purposes of clarification and
            not limitation, algorithms, electronic computer protocols, routines,
            subroutines or programs developed by or on behalf of E-NET, or
            otherwise owned by or in custody of E-NET, to facilitate the
            internet telephony strategy embodied by E-NET and its wholly-owned
            subsidiary.

      B.    "Gemini 2000" shall mean the fully redundant U.S.-based internet
            protocol network ("IP network") offering dedicated IP transport
            services, as well as access to other internet service providers' IP
            networks. Gemini 2000 employs an OC-48 POS (Packet over SONET)
            backbone to route traffic hierarchically between core site regions.

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            Access to this IP network is via private line, frame relay, ATM, or
            SDSL where available. Access speeds are offered from 56kbps through
            OC12; data transmission provides speeds approximately twenty (20)
            times faster than that available from other service providers. IXC's
            IP network is built and owned by IXC, and is fully managed by its
            dual, redundant IXC IP network operations centers.

      C.    "Gross Revenues" shall mean the gross billings as earned and
            collected on the Conjoined Service provided hereunder, including
            off-net telephone charges, enhanced messaging charges, advanced
            feature charges and advertising.

      D.    "Market Associate" shall mean an internet portal, internet service
            provider, carrier, end user or any other party (other than E-NET or
            IXC) utilizing or promoting others to use the ZeroPlus.Com
            application over the Gemini 2000 network for on-net or off-net
            telephony services.

      E.    "Losses" shall mean negative Qualifying Net Revenue as defined in
            Section VII.

      F.    "IXC Internet Services, Inc." shall mean the wholly owned subsidiary
            of IXC Communication Services, Inc.


III.  E-NET RESPONSIBILITIES.

      E-NET shall be responsible for making available for the Conjoined Service,
      or otherwise delivering to IXC for the purpose of the Conjoined Service,
      the following elements:

      A.    A designate will serve as the E-NET point of contact. The E-NET
            point of contact noted below in Section XXII (J), shall be
            responsible for coordinating performance reviews, detailing
            compliance with Service Level Agreement ("SLA") requirements
            contained in Appendix C, providing requested financial information,
            and coordinating the performance of this Agreement with the IXC
            point of contact.

      B.    T2000 Gatekeeper software, installation and technical support for
            three servers (which servers shall be included in the equipment that
            IXC shall lease to E-NET hereunder) to be located at the IXC
            locations agreed to by the parties pursuant to the engineering plan
            to be developed pursuant to this Agreement. Software shall be
            installed at such locations no later than January 1, 2000.

      C.    25 ISA-based NetConnect cards to be delivered for use under this
            Agreement for end-users as necessary;

      D.    Long distance routing capability inbound from an IP data network
            (including the internet), and outbound to an IP data network
            (including the internet). The foregoing will be based upon E-NET's
            VoIP (Voice over Internet Protocol) Products, as the term `Products'
            is defined in Section XIX, below;


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      E.    ZeroPlus.com subscriber base information;

      F.    Registration of ZeroPlus.com users via web interface;

      G.    Customer and technical support for E-NET provided elements as
            defined in Appendix B;

      H.    Back office billing systems, and related support necessary to
            invoice customers for services covered under this Agreement; and

      I.    Joint sales and marketing support.


IV.   IXC RESPONSIBILITIES.

      IXC is responsible for making available for the Conjoined Service, or
      otherwise delivering to E-NET for the duration of this Agreement as
      specified herein, the following elements:

      A.    A designate who shall serve as IXC's point of contact. IXC's point
            of contact noted below in Section XXII J, shall be responsible for
            ensuring each party's performance of its duties in support of the
            Conjoined Service, coordinate E-NET's and IXC's corporate resources
            involved in the Conjoined Service, maintain records related to the
            Conjoined Service, and coordinate the performance of this Agreement
            with E-NET's point of contact;

      B.    Joint sales and marketing support to offer the Conjoined Service to
            IXC's retail and wholesale customers;

      C.    Climate controlled, UPS powered, co-location space for all T2000
            Gatekeeper software, web servers, SQL servers, and related routers
            that are required to provide the Conjoined Service, and access to
            Gemini 2000, in the facilities located at the IXC locations agreed
            to by the parties pursuant to the engineering plan to be developed
            pursuant to this Agreement;

      D.    Leasing to E-NET certain equipment necessary for the Conjoined
            Service, the aggregate cost (that is, the total acquisition cost to
            IXC) of which shall not exceed one million dollars ($1,000,000.00)
            unless otherwise agreed to by IXC in its sole discretion. Subject to
            the above, the exact description and quantity of such equipment is
            to be designated by the parties in the engineering plan, which is to
            be developed pursuant to this Agreement; and

      E.    Termination of switched minutes with respect to the Conjoined
            Service, as more fully set out below.

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V.    JOINT RESPONSIBILITIES.

      E-NET and IXC are responsible for making available for the Conjoined
      Service, or otherwise delivering to each other for the duration of this
      Agreement as specified herein, the following elements:

      A.    Customer service support for services covered under this Agreement
            as defined in Appendix B.

      B.    IXC and E-NET points of contact shall make best efforts and be
            jointly responsible for delivering a detailed engineering plan to
            IXC and E-NET senior management by no later than October 1, 1999,
            which will define the network architecture necessary to provide a
            robust, reliable, and scalable operating structure.

      C.    Interoperability testing of E-NET software on IXC provided and
            monitored hardware.

      D.    IXC and E-NET points of contact shall make best efforts and be
            jointly responsible for delivering a detailed operating plan to IXC
            and E-NET senior management by no later than October 1, 1999, which
            will define all of the standard reports, calculations and other
            service parameter calculations provided pursuant to this Agreement.

      E.    IXC and E-NET points of contact shall make best efforts and be
            jointly responsible for delivering a detailed capital planning
            analysis to IXC and E-NET senior management by no later than October
            1, 1999, which will define all of the equipment required by IXC and
            E-NET to deliver a superior service offering as outlined in
            paragraph B above. This equipment will be leased to E-NET as defined
            in Section VI below.

      F.    Each party, individually, shall be responsible for collecting and
            paying to the appropriate tax authorities any charges, assessments,
            surcharges, levies, fees, sales or use taxes, or similar items, if
            any, assessed by any governmental entity ("Applicable Taxes") that
            are due with respect to its share of Qualifying Net Revenue or its
            performance under this Agreement. The parties are individually
            liable for and shall indemnify the other from and against losses,
            claims, damages and expenses including, but not limited to,
            reasonable attorneys' fees, arising out of or resulting from its
            payment of or failure to pay all Applicable Taxes properly
            chargeable to it or relating to the purchase, use, resale, or lease
            of the Conjoined Service, and/or any penalty and interest thereon if
            assessed by the applicable governmental entity. Each party shall be
            responsible for payment of its respective corporate franchise and
            income taxes to the extent based upon income derived from
            performance of this Agreement.


VI.   E-NET EXPENSE OBLIGATIONS.

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      A.    Lease of Equipment Required to Deliver the Conjoined Service.

            The parties each agree that certain equipment will be required for
            E-NET to provide the Conjoined Service over the IXC network. IXC
            shall lease such equipment to E-NET in accordance with the terms and
            conditions of IXC's standard Master Service Agreement and applicable
            Customer Premise Equipment supplement, attached hereto at Appendix D
            and incorporated herein by reference, except as provided in this
            paragraph and otherwise agreed to in writing by the parties. The
            lease rate for such equipment shall be at IXC's cost, as determined
            by IXC in its good faith discretion. With respect to such equipment
            lease rates, IXC's costs shall be calculated in accordance with
            IXC's then current standard cost model for such equipment, which
            shall include, but not be limited to, all acquisition costs, any
            applicable taxes and IXC's then current standard financing/carrying
            cost; upon taking all such equipment costs into consideration, the
            applicable lease rates shall be calculated in the same manner as
            depreciation, using the straight line method over a sixty (60) month
            period. In the event of either the termination of this Agreement or
            a debt or equity offering by E-NET other than in connection with the
            rights granted to IXC pursuant to Section XI, IXC may, in its sole
            discretion, direct E-NET to purchase (at which point E-NET shall be
            obligated to purchase) all of such equipment at its then book value
            (i.e., the un-depreciated value), as determined by IXC in its sole
            good faith discretion. The lease payments for such equipment shall
            be considered an operational expense reimbursable to IXC under the
            revenue sharing plan outlined herein. Subsequent to the Effective
            Date hereof, E-NET and IXC agree to negotiate in good faith to
            determine the exact description, quantity and location of the
            equipment to be leased by E-NET from IXC pursuant to this Agreement.
            In any event, the title to and risk of loss for the equipment
            provided hereunder shall remain with IXC unless such equipment is
            purchased by E-NET at the direction of IXC pursuant to this
            paragraph.

      B)    Collocation and Usage Based Bandwidth Calculation.

            The parties each agree that collocation space and bandwidth via
            IXC's network will be required for E-NET to provide the Conjoined
            Service. IXC shall provide collocation (in the locations set out in
            this Agreement) and bandwidth services to E-NET in accordance with
            the terms and conditions of IXC's standard Master Service Agreement
            and applicable Data Collocation & Bandwidth Services supplement,
            attached hereto as Appendix D and incorporated herein by reference,
            except as provided in this paragraph and otherwise agreed to in
            writing by the parties. The collocation and bandwidth rates shall be
            priced at IXC's cost, as determined by IXC in its good faith
            discretion and such collocation and bandwidth charges associated
            with the Conjoined Service shall be considered an operational
            expense reimbursable to IXC under the revenue sharing plan outlined
            herein. With respect to such collocation and bandwidth rates, IXC's
            costs shall be calculated in accordance with IXC's then current
            standard cost model for such services. With respect to collocation,
            such cost model shall include, but not be limited to, capital cost
            per square foot, power, HVAC, and monitoring costs. With respect to
            bandwidth, such cost model


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            shall include, but not be limited to, costs of fiber, optronics,
            access to the Gemini 2000 network, maintenance of such forementioned
            items, and off-net back up circuits.

      C)    Termination of Switched Minutes.

            With respect to the switch minute terminations originating from
            customers of the Conjoined Service IXC shall provide switched
            services to E-NET, at IXC's cost, in accordance with the terms and
            conditions of IXC's standard Master Service Agreement and applicable
            IXC Switched Service supplement, attached hereto as Appendix D and
            incorporated herein by reference, except as provided in this
            paragraph and otherwise agreed to in writing by the parties. The
            charges for such switched services provided in connection with the
            Conjoined Service shall be an operational expense reimbursable to
            IXC under the revenue sharing plan outlined herein. With respect to
            such charges for switched services, IXC's costs shall be calculated
            in accordance with IXC's then current standard cost model for such
            switched services, which shall include, but not be limited to,
            termination charges from applicable LECs, backhaul bandwidth into
            IXC's closest point of presence, and applicable federal and state
            charges, taxes and fees.


VII.  REVENUE SHARING.

      With respect to the Conjoined Service provided hereunder, IXC and E-NET
      agree to share net revenue and to allocate certain expenses in the
      following manner:

      A.    IXC Expenses for Joint Service Delivery of ZeroPlus.com.

            As part of the revenue sharing plan, IXC will be incurring certain
            operational expenses described above in Section VI and designated
            below as `at IXC Cost', and shall submit the expenses to E-NET for
            reimbursement and calculation of the monthly Qualifying Net Revenue
            as follows:

            1.    Charges for leasing of equipment from IXC to E-NET, at IXC
                  Cost,

            2.    Bandwidth Usage related to IXC's Gemini 2000 Network at IXC
                  Cost,

            3.    Co-location charges for facilities in the IXC locations agreed
                  to by the parties pursuant to the engineering plan to be
                  developed pursuant to this Agreement, at IXC Cost, and

            4.    Charges for switched services provided by IXC to E-NET in
                  connection with the Conjoined Service, at IXC Cost.

            IXC shall not be reimbursed for expenses associated with SG&A
            overhead for sales support of ZeroPlus.com.

      B.    E-NET Operational Expenses For Joint Service Delivery of
            ZeroPlus.com.

            As part of the revenue sharing plan, E-NET will be incurring
            expenses for certain operational expenses and shall include these
            reimbursable expenses in its calculation

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            of the monthly Qualifying Net Revenue, which are designated below as
            'at E-NET Cost', as follows:

            1.    SG&A overhead for billing operations support at E-NET Cost

            2.    SG&A overhead for customer care L1 & L2 at E-NET Cost

            3.    SG&A overhead for corporate administration at E-NET Cost

            4.    SG&A overhead for sales support at E-NET Cost

            5.    SG&A overhead for software development at E-NET Cost

            6.    SG&A overhead for hardware development at E-NET Cost

            7.    Marketing expenses for Conjoined Service at E-NET Cost

            E-NET shall not be reimbursed for (i) any overhead, marketing
            expense, or other costs or charges that are not attributable to the
            Conjoined Service or (ii) any costs or charges associated with
            ZeroPlus.com software, other Products or T2000 Gatekeeper software.

      C.    Market Associate Percentages.

            A Market Associate, as defined herein, which agrees to use, promote
            and, under certain circumstances, install ZeroPlus.com on its web
            site for convenient and efficient access to its market base, will be
            paid a percentage of gross revenue with respect to the Conjoined
            Service attributed to such Market Associate. This percentage is
            currently roughly fifteen percent (15%) of gross revenue, however,
            it may vary up to maximum twenty-five percent (25%) of gross revenue
            depending on the portal in question. Any Market Associate requesting
            more than a 25% gross margin for access to their customer base, must
            be considered an exception and all such requests shall be denied
            unless otherwise approved in writing by IXC `s primary point of
            contact and E-NET's primary point of contact as defined in this
            Agreement.

      D.    Calculation of Qualifying Net Revenue.

            Qualifying Net Revenue of the Conjoined Service delivered by E-NET
            and IXC shall be defined in the following manner: Qualifying Net
            Revenue shall equal Gross Revenues from the Conjoined Service
            including advertising revenue related thereto, minus Market
            Associate percentages as defined in paragraph C, above, and minus
            both IXC's operational expenses as defined in paragraph A, above,
            and E-NET's operational expenses as defined in paragraph B, above
            (which operational expenses are reimbursed to the respective parties
            in accordance with paragraph E, below). In performing this
            calculation both parties agree to follow all standards of generally
            accepted accounting practices or (GAAP) as defined by the Federal
            Accounting Standards Board. The parties further agree that their
            operational expenses shall be reimbursable only to the extent that
            such expenses are consistent with this Agreement, commercially
            reasonable and justifiable, and properly documented in writing.


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      E.    Revenue Split.

            IXC and E-NET agree that Gross Revenues from the Conjoined Service
            shall be allocated and paid in accordance with the following
            priorities throughout the duration of this Agreement:

            o     First, to pay all Marketing Associates their applicable
                  percentage of the Gross Revenues attributable to each
                  respective Marketing Associate;

            o     Second, fifty percent (50%) to E-NET and 50% to IXC, which
                  shall be applied to each respective party's reimbursable
                  operational expenses, until the FIRST of either party is FULLY
                  reimbursed for such expenses;

            o     Third, one hundred percent (100%) to the party who has NOT
                  been fully reimbursed for its reimbursable operational
                  expenses, until such party is also fully reimbursed for such
                  expenses; and

            o     Fourth, thereafter (that is, to the extent Qualifying Net
                  Revenue, as defined in paragraph D above, is greater than
                  zero), fifty percent (50%) to E-NET and fifty percent (50%) to
                  IXC.


      F.    Ceiling on E-NET's SG&A.

            Since a large relative SG&A expense to overall Gross Revenues could
            affect the calculation of Qualifying Net Revenue as defined in
            paragraph D above, and thereby reduce the proceeds due to IXC as
            part of this Agreement, E-NET agrees that its SG&A expenses shall be
            reimbursable only to the extent that such expenses are consistent
            with this Agreement, commercially reasonable and justifiable,
            consistent with Generally Accepted Accounting Principles, and
            properly documented in writing. Furthermore, the total SG&A expenses
            that may be reimbursed to E-NET shall not exceed the higher amount
            of either (i) thirty percent (30%) of the monthly Gross Revenues, or
            (ii) one million dollars ($1,000,000) a month. Any additional SG&A
            over and above the greater of either 30% of the monthly Gross
            Revenues or $1,000,000 a month will not be reimbursed to E-NET and
            will not be considered relevant to the calculation of the monthly
            Qualifying Net Revenue as defined in paragraph D, above.

      G.    Ceiling on E-NET Marketing Expenses.

            Since a large marketing expense to overall Gross Revenues could
            affect the calculation of the Qualifying Net Revenue as defined in
            paragraph D above, and thereby reduce the proceeds due to IXC as
            part of this Agreement; E-NET agrees that its marketing expenses
            shall be reimbursable only to the extent that such expenses are
            consistent with this Agreement, commercially reasonable and
            justifiable, consistent with Generally Accepted Accounting
            Principles, and properly documented in writing. Furthermore, the
            total marketing expenses that may be reimbursed to E-NET shall not
            exceed the higher amount of either (i) five percent (5%) of the
            monthly Gross Revenues or (ii) three hundred thousand dollars
            ($300,000) a month. Any additional

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            marketing expense over and above the greater of either 5% of the
            monthly Gross Revenues or $300,000 a month will not be reimbursed to
            E-NET and will not be considered relevant to the calculation of the
            monthly Qualifying Net Revenue as defined in paragraph D, above.

            Should E-NET wish to consider higher SG&A or marketing expenses
            associated with the Conjoined Service, IXC and E-NET have the
            ability to jointly consider raising the limitations associated with
            these operational expenses during quarterly planning meetings noted
            in Section XXII, below.

      H.    Termination of Other Carrier Traffic.

            If E-NET enters into agreements with other telephony service
            providers to terminate switched voice traffic on IXC's facilities,
            IXC shall receive compensation for traffic generated from these
            third party carriers onto IXC's Network. IXC and E-NET agree to
            require that such third party carriers compensate IXC for this
            additional traffic in accordance with IXC's then current charges for
            IP transit peering connections. IXC will use commercially reasonable
            efforts to facilitate termination of other carrier traffic. To the
            extent traffic that will be generated by other carriers utilizes any
            of IXC's services provided hereunder, including, but not limited to,
            access to the Gemini 2000 network, IXC shall be compensated
            accordingly by such carriers at its then current rates. IXC will
            contract with and subsequently invoice such other telephony service
            providers directly for transit peering circuits and E-NET shall not
            be responsible in any way for these peering circuit charges;
            provided, however, that E-NET shall, in its written agreement with
            any third party telephony service provider, provide that any default
            in payment to IXC for peering circuit charges shall be deemed to be
            a default in payment under such agreement between E-NET and such
            third party telephony service provider, as well. Upon written notice
            from IXC to E-NET of any such payment default by a third party
            telephony service provider, E-NET shall use commercially reasonable
            efforts to enforce the above referenced default provision in the
            same manner that it would any other payment default.

      I.    Extended Losses.

            Subject to the revenue sharing provisions contained in this
            Agreement, (i) neither party shall be responsible for the other
            party's Losses (i.e., negative Qualifying Net Revenue) associated
            with this Agreement, (ii) both parties have the sole responsibility
            for funding their individual day-to-day operations and (iii) each
            party shall bear its own costs and expenses incurred by it in
            connection with performing its obligations under this Agreement.

      J.    Ancillary Revenue and Services Rendered.

            Ancillary IXC services sold to E-NET, Market Associates or end users
            (which IXC is not required to provide pursuant to this Agreement)
            are considered proprietary revenue streams of IXC (and revenue
            sharing shall not apply). E-NET and IXC mutually recognize that IXC
            has offered sales support to the Conjoined Service in


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              exchange for the ability to enter into additional contracts with
              Market Associates as defined in this Agreement.

              Additionally, ancillary E-NET services sold to IXC, Market
              Associates or end users (which E-NET is not required to provide
              pursuant to this Agreement) are considered proprietary revenue
              streams of E-NET (and revenue sharing shall not apply).

       K.     Choice of Terminating Carrier and Default Vendor.

              E-NET agrees that IXC will be the default vendor for off-net
              telephony traffic and advertising from Market Associates.
              Additionally, if an external carrier brings additional customers
              to the attention of E-NET as an additional revenue source, AND, if
              E-NET provides service to such additional customers through such
              external carrier and without any contribution by IXC (that is, the
              service provided to such additional customer does not utilize any
              of IXC's services provided hereunder, including, but not limited
              to, access to Gemini 2000, and thus, is separate and apart from
              the Conjoined Service, as contemplated hereunder), then IXC will
              not be entitled to share in this additional revenue and such
              customers, external carriers and revenue will be treated
              externally from this Agreement. Notwithstanding anything herein,
              the expenses required to support external carrier contracts and
              externally referred Market Associates will not be included in
              E-NET's operational expenses calculation defined in paragraph B
              above.

              In addition, the parties acknowledge and agree that E-NET may, at
              its sole discretion, operate parallel networks to provide
              ZeroPlus.com pursuant to other contracts it may enter into with
              third party carriers (i.e., carriers other than IXC), as long as
              such third party contracts do not violate any terms or provisions
              of this Agreement. Notwithstanding the foregoing, if pursuant to
              the equity provisions contained in Section XI, IXC exercises the
              full Call Right as defined therein, E-NET agrees that (i) the
              Initial Term of this Agreement shall be deemed to be extended such
              that the Initial Term shall expire two (2) years from and after
              such exercise date, and (ii) excluding any third party carrier
              contracts entered into in advance of such exercise of the equity
              provisions contained in Section XI, IXC shall, for such two (2)
              year period commencing on the exercise date, be the sole provider
              of network capacity, termination and other network elements which
              provide ZeroPlus.com. This shall preclude E-NET from terminating
              traffic to a third party carrier during the remainder of the
              Initial Term, as extended by this paragraph, without the express
              prior written consent of IXC. If IXC exercises equity provisions
              contained in Section XI and acquires less than the full Call Right
              granted thereunder, the parties agree to negotiate limited
              exclusivity conditions to be determined in due course.

       L.     Calculation of Operational Expenses.

              E-NET and IXC agree that Section VI and Section VII, paragraphs A
              and B, outline the operational expenses required to calculate the
              Qualifying Net Revenue. Since these calculations can be fairly
              subjective, both parties agree to submit background information on
              cost elements, performance data, and other such factors which
              affect

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              this calculation at the quarterly review meetings noted in Section
              XXIII, below. Like any other dispute that may arise hereunder, IXC
              and E-NET agree to subject these elements to the arbitration
              provisions set out herein after conducting negotiations in good
              faith to resolve any related disagreements.


VIII.  PAYMENT TERMS AND PRICES.

       IXC will submit to E-NET monthly, in accordance with Section IX, below,
       the operational expenses noted above in Section VII A (and described in
       detail in Section VI) of this Agreement incurred during the prior month.
       E-NET shall, within thirty (30) days from date of receipt of IXC's
       operational expenses, pay IXC, the undisputed amounts for, (i)
       reimbursement of IXC's operational expenses (including any accrued and
       unpaid operational expenses from previous months) and (ii) IXC's share,
       if any, of the Qualifying Net Revenue, in accordance with the revenue
       sharing priorities set out in Section VII E, above. With respect amounts
       to IXC's operational expenses and any applicable Qualifying Net Revenue,
       any such amounts disputed by E-NET pursuant to Section IX(C), below, and
       resolved in favor of IXC shall be paid by E-NET to IXC within five (5)
       days of the resolution of such dispute.


IX.    INFORMATION EXCHANGE.

       In order to properly calculate revenue sharing elements, both IXC and
       E-NET must provide information to each other in a timely and accurate
       manner and on a regular basis. This provision is designed to outline the
       requirements of this exchange.

       A.     Revenue Sharing Elements Provided by E-NET.

              In light of the revenue sharing elements contained in Section VII
              above, E-NET shall make a best effort to provide the following
              information to IXC no later than the 15th day of the month
              following the end of the previous calendar month.

              1.    Total Gross Revenues.

                    E-NET shall report the Gross Revenues attributed to the
                    Conjoined Service and such report shall include a breakdown
                    of the Gross Revenues attributable to each Market Associate
                    (excluding individual end users) and such Market Associate's
                    applicable Market Associate percentage, if any.

              2.    Total Qualifying Net Revenue.

                    E-NET shall report the Qualifying Net Revenue, to include
                    calculations and the individual breakdown of the elements
                    for IXC's operational expenses, E-NET's operational expenses
                    and the individual Market Associate percentages that were
                    deducted from the monthly Gross Revenues and attributed to
                    the Conjoined Service.

                                      -29-

<PAGE>

              3.    SG&A by Expense Elements.

                    E-NET shall report SG&A associated with providing the
                    Conjoined Service, by expense element, as those SG&A expense
                    elements are listed in Section VII, paragraph B, above.

              4.    Marketing Expenses.

                    E-NET shall submit a marketing expense report for
                    ZeroPlus.com attributed to the Conjoined Service.

              5.    External Carrier and Market Associates.

                    E-NET shall report to IXC the names of, and fully disclose
                    applicable contracts with, its third party carriers and
                    Market Associates for ZeroPlus.com that are not attributed
                    to the Conjoined Service, as well as report the Gross
                    Revenue from ZeroPlus.com that is attributed to such third
                    party carriers and Market Associates, for the purpose of
                    allowing IXC to monitor E-NET's compliance with the default
                    vendor and exclusivity provisions hereunder.

       B.     Revenue Sharing Elements Provided by IXC.

              As a result of the revenue sharing elements seen in Section VII A,
              above, IXC shall make a best effort to provide the following
              information to E-NET no later than the 15th day of the month
              following the end of the previous calendar month.

              1.    Total Collocation & Bandwidth Usage Report.

                    IXC will report to E-NET total collocation charges &
                    bandwidth usage and charges associated with the E-NET server
                    components located in IXC co-location spaces.

              2.    Off-Net Termination Report.

                    IXC will report to E-NET total number of minutes terminated
                    off-net and the cost associated with this termination.

              3.    Equipment Lease Report.

                    IXC will report to E-NET the total expense associated with
                    equipment leased to E-NET pursuant to this Agreement.

       C.     Settlement of Qualifying Net Revenue Calculation.

              Both IXC and E-NET will calculate Qualifying Net Revenue
              applicable to this Agreement no later than one week from the
              exchange of data as defined in paragraphs A and B, above. Using
              the calculation found in Section VII, above, both parties will
              jointly agree upon the amount of Qualifying Net Revenue under this
              Agreement. Any

                                      -30-

<PAGE>

              disagreement that cannot be resolved within thirty (30) days from
              the date of submission of the data outlined above between the
              parties will be eligible for arbitration proceeding as defined in
              this Agreement after the parties have conducted good faith
              negotiations to resolve the disputed issues.

       D.     Other Service Parameters.

              Both parties agree to deliver no later than the 15th of the month
              following the close of the previous period, a detailed analysis of
              the following parameters.

              1.    Service Level Agreement Information.

                    All parameters defined in Section VII must be reported to
                    the other party in monthly, and year-to-date formats.

              2.    Customer Care Information.

                    Hold times, call volumes, and total e-mail notices received
                    shall be reported in standard professional formats.

              3.    In addition, E-NET shall report the following other
                    operational statistics about the Conjoined Service such as:

                    a.     Collections Information,

                    b.     Subscriber Summary Information, and

                    c.     Other Business Indicators.

       E.     Other Parameters.

              Since IXC and E-NET will most likely require other additional
              information to evaluate this Agreement's performance, both sides
              will furnish other relevant information as deemed reasonably
              necessary to fulfill this Agreement.

       F.     Audit.

              Upon reasonable prior written notice from either party to the
              other, the other party will, within three (3) business days of its
              receipt of such notice, provide the requesting party with
              reasonable access to and the right to examine the information and
              records (including original traffic logs) relied upon in preparing
              any submission required under either this Section or Section VII,
              including, but not limited to, supporting documentation for
              disputed costs or charges and information related to compliance
              with the default vendor and carrier exclusivity provisions
              hereunder, at the premises of the audited party; provided,
              however, that any such review by either party shall be at the
              requesting party's expense and shall be undertaken without undue
              disruption of the other party's normal operations.


                                      -31-
<PAGE>

X.     ENGINEERING PROVISIONS.

       Both parties agree to jointly engineer the Conjoined Service in a manner
       that shall provide a scalable, robust, and easily maintainable service.
       As part of this Agreement, E-NET shall retain the primary ownership of
       driving engineering requirements for the Conjoined Service. Any disputes
       shall be associated with the arbitration mechanism defined herein after
       the parties have conducted good faith negotiations to resolve the
       disputed issues.


XI.      EQUITY RIGHTS.

         A.       Equity Rights.

                  E-NET hereby grants IXC Internet Services, Inc. ("Internet")
                  the right to acquire up to such number of shares of E-NET's
                  common stock equal to one (1) share less than twenty percent
                  (20%) of the outstanding shares of E-NET common stock (the
                  "Call Right") after giving effect to the issuance of the
                  shares of E-NET common stock to Internet pursuant to the Call
                  Right on the date that Internet exercises the Call Right (the
                  "Call Right Exercise Date") at a per share price equal to the
                  closing price of a share of common stock of E-NET as reported
                  on the Nasdaq SmallCap Market ("NSM") on the last trading day
                  prior to the Call Right Exercise Date, subject to a minimum
                  per share price of one and one-fourth (1.25) times the closing
                  price of a share of common stock of E-NET as reported on the
                  NSM on the Effective Date (the "Minimum Price") and a maximum
                  per share price of $7.50 per share (the "Maximum Price"). In
                  the event of any change in the capitalization of E-NET
                  affecting its common stock (e.g., a stock split, reverse stock
                  split, stock dividend, recapitalization, combination, or
                  reclassification) on or after the Effective Date, a
                  corresponding adjustment in the Minimum Price and Maximum
                  Price shall be made. In addition, in the event after the
                  Effective Date and prior to the issuance of shares to Internet
                  pursuant to the Call Right the shares of common stock of E-NET
                  have been changed into or exchanged for a different number or
                  kind of shares or other securities through any issuance,
                  reorganization, recapitalization, reclassification, merger,
                  consolidation, share exchange or similar transaction, than a
                  proportionate adjustment in the number (and in the Minimum
                  Price and Maximum Price) and an appropriate adjustment in the
                  kind of securities issuable pursuant to the Call Right shall
                  be made. Internet or its designee may exercise the Call Right
                  by payment to E-NET of the purchase price therefor during the
                  period beginning from the Effective Date until the earlier of
                  (i) thirty (30) days after the closing date of Cincinnati
                  Bell's acquisition of IXC or (ii) January 31, 2000.

                  The Call Right Exercise Date shall be the date Internet gives
                  E-NET written notice (the "Call Right Notice") of its exercise
                  of the Call Right, at which time the exercise price shall be
                  determined as indicated above. Internet (or its designee)
                  shall have up to 30 days following the Call Right Exercise
                  Date (45 days in the

                                      -32-

<PAGE>

                  event Internet exercises the Call Right for less than all of
                  the shares subject thereto) to deliver the exercise price for
                  the shares of E-NET common stock specified in the Call Right
                  Notice at which time E-NET shall deliver to Internet (or its
                  designee) a stock certificate representing such shares. In the
                  event Internet exercises the Call Right for less than all of
                  the shares subject thereto, the parties shall have 15 days
                  from E-NET's receipt of the Call Right Notice to conclude good
                  faith negotiations regarding exclusivity, as indicated in
                  Section VII Paragraph K.

         B.       Registration Rights.

                  E-NET will, if requested by Internet at any time one hundred
                  and eighty (180) days after the Call Right Exercise Date and
                  from time to time thereafter until three (3) years after the
                  Call Right Exercise Date, as expeditiously as possible prepare
                  and file up to three (3) registration statements under the
                  Securities Act of 1933, as amended (the "Securities Act") if
                  such registration is necessary in order to permit the sale or
                  other disposition of any or all shares or securities that have
                  been acquired by or are issuable to Internet upon exercise of
                  the Call Right in accordance with the intended method of sale
                  or other disposition stated by Internet, including a "shelf"
                  registration statement under Rule 415 under the Securities Act
                  or any successor provision, and E-NET will use its best
                  efforts to qualify such shares or other securities under any
                  applicable state securities laws and to cause such shares to
                  be listed on such exchanges or otherwise designated for
                  trading in the same manner as similar securities issued by
                  E-NET are then listed or designated. E-NET will use its best
                  efforts to cause each such registration statement to become
                  effective, to obtain all consents or waivers of other parties
                  which are required therefor, and to keep such registration
                  statement effective for such period not in excess of one
                  hundred and twenty (120) calendar days from the day such
                  registration statement first becomes effective as may be
                  reasonably necessary to effect such sale or other disposition.
                  Any registration statement prepared and/or filed under this
                  Section, and any sale covered thereby, will be at E-NET's
                  expense except for underwriting discounts or commissions,
                  brokers' fees and the fees and disbursements of Internet's
                  counsel related thereto. Internet will provide all information
                  reasonably requested by E-NET for inclusion in any
                  registration statement to be filed hereunder.

                  If, during the time period referred to in the first sentence
                  of this Section, E-NET effects a registration under the
                  Securities Act of E-NET common stock for its own account or
                  for any other stockholders of E-NET (other than on Form S-4 or
                  Form S-8, or any successor form), it will allow Internet the
                  right to participate in such registration, and such
                  participation will not affect the obligation of E-NET to
                  effect demand registration statements for Internet under this
                  Section; provided that, if the managing underwriters of such
                  offering advise E-NET in writing that in their opinion the
                  number of shares of E-NET common stock requested to be
                  included in such registration exceeds the number which can be
                  sold in such


                                      -33-
<PAGE>

                  offering, E-NET will include the shares requested to be
                  included therein by Internet pro rata with the shares intended
                  to be included therein by E-NET. In connection with any
                  registration pursuant to this Section, E-NET and Internet will
                  provide each other and any underwriter of the offering with
                  customary representations, warranties, covenants,
                  indemnification, and contribution in connection with such
                  registration.

                  Notwithstanding the other provisions hereof, (i) E-NET may
                  postpone the filing of a registration statement for an
                  additional period of up to one hundred and eighty 180 days if
                  such postponement is necessary to avoid the necessity of
                  preparing audited financial statements as of a date other than
                  the end of a fiscal year or (ii) the obligations of E-NET
                  hereunder to file a registration statement may be suspended
                  for up to one hundred and twenty (120) days in the aggregate
                  if the Board of Directors of E-NET shall have determined that
                  the filing of such registration statement would require
                  premature disclosure of material nonpublic information that
                  would materially and adversely affect E-NET or otherwise
                  interfere with or adversely affect any pending or proposed
                  offering of common stock of E-NET or any other material
                  transaction involving E-NET. Notwithstanding the other
                  provisions hereof, E-NET shall not be obligated to file any
                  registration statement pursuant hereto (i) if E-NET delivers
                  to Internet an opinion of qualified counsel, selected by E-NET
                  (with such opinion also addressed to, delivered to, and
                  acceptable to E-NET's transfer agent), that under the
                  circumstances in which Internet contemplates selling its E-NET
                  shares an exemption from registration under the Securities
                  Act, including but not limited to the exemption provided by
                  assuming compliance with the conditions stated in Rule 144
                  (except paragraph (c) of Rule 144), is available (Internet
                  shall cooperate with E-NET and its counsel in investigating
                  and assessing the availability of any such exemption), (ii) if
                  E-NET has previously filed a registration statement pursuant
                  hereto during the most recent twelve-month period, provided
                  that such registration statement either became effective or
                  was withdrawn before becoming effective at the request of
                  Internet; (iii) during the period (the "Lock-Up Period")
                  commencing with the date of filing of a registration statement
                  under the Securities Act pertaining to an underwritten public
                  offering of securities to be sold solely by or for the account
                  of E-NET and ending 180 days after the effective date of such
                  registration statement, provided that during such period E-NET
                  in good faith uses reasonable efforts to cause such
                  registration statement to become effective and to complete the
                  public offering covered by such registration statement
                  provided further that the Lock-Up Period shall be reduced to
                  the extent any other insider of E-NET has agreed to lock-up
                  its shares of E-NET common stock for a lesser period in
                  connection with such public offering.

XII.  TERMINATION.

       A.     Extended Losses & Failure to Make Payment.


                                      -34-

<PAGE>


              If either party incurs cumulative Losses which extend beyond the
              end of the calendar year 2000, or if off-net calling is not
              established by June 30, 2000, and such failures remain uncured
              after thirty (30) days' written notice by either party to the
              other, the party(s) providing such written notice may, in addition
              to such other rights or remedies that either party may have under
              this Agreement, at law or in equity, terminate this Agreement upon
              thirty (30) days' notice to the other as defined in Section XXII,
              "Notices".

              If E-NET fails to make any payment required hereunder to IXC and
              such failure remains uncured after ten (10) days written notice,
              IXC may, subject to Section IX and in addition to such other
              rights or remedies that IXC may have under this Agreement, at law
              or in equity, terminate this Agreement upon thirty (30) days'
              notice to E-NET as defined in Section XXII, "Notices".

       B.     Failure to Meet Service Level Agreements.

              Failure on the part of either party to meet Service Level
              agreements (as defined in Appendix C) after thirty (30) days'
              written notice and opportunity to cure is also grounds for
              termination by the other party.

       C.     Default Termination.

              Upon any Event of Default (as hereinafter defined), either party
              may, upon written notice to the defaulting party (the "Defaulting
              Party"), terminate this Agreement without liability to the
              Defaulting Party for such termination. Each of the following
              constitutes an Event of Default: (i) an admission by the
              Defaulting Party of an inability to pay its debts, (ii) the
              entering into by the Defaulting Party of a composition or
              arrangement with its creditors, (iii) the appointment of a trustee
              or receiver, with or without consent, for the Defaulting Party or
              all or any substantial part of its property, (iv) the filing of a
              petition for relief by or against the Defaulting Party under the
              Bankruptcy Code or any similar federal or state statute now or
              hereafter in effect, (v) failure on the part of either party to
              remedy a major service disruption of the Conjoined Service within
              thirty (30) days of notification of the other party of such a
              disruption (for purposes of this paragraph C, a major service
              disruption shall mean any condition in which ten percent (10%) or
              more of the end users of the Conjoined Service are experiencing a
              major degradation or interruption of ZeroPlus.com caused by
              defects or deficiencies in either the facilities or areas of
              responsibility of an identifiable party to this Agreement), (vi) a
              failure by IXC or E-NET on three (3) or more occasions occurring
              within any ninety (90) day period to respond to requests by the
              other party for technical support services within a reasonable
              timeframe, or (vii) failure by the Defaulting Party to perform any
              material obligation imposed upon it by or pursuant to this
              Agreement not otherwise detailed in this Section XII, provided
              that such breach is not corrected within thirty (30) days after
              written notice to the Defaulting Party specifying the nature of
              such breach or such longer period as may be required to correct
              such breach, if, within said thirty


                                      -35-

<PAGE>

              (30) days, the Defaulting Party shall commence the correction
              of such breach and thereafter diligently pursue the correction
              thereof.

       D.     EARLY TERMINATION FOR REGULATORY REASONS.

              This Agreement shall terminate automatically, and without
              liability or further obligation of either party to the other in
              the event termination is required or mandated by any federal or
              state law, rule, or regulation, or valid order of a court of
              competent jurisdiction (including, without limitation, the
              application of any restrictions which may be applicable to E-NET
              or its affiliates or IXC or its affiliates pursuant to the
              Communications Act of 1934, as amended, the Telecommunications Act
              of 1996, and the rules and regulations of the FCC promulgated,
              from time to time, in connection therewith (as subsequently
              modified and interpreted from time to time). In the event that the
              offering or provisioning of any particular Conjoined Service
              hereunder requires either party to procure any necessary
              authorization from any state or federal authority, including the
              FCC, the parties shall in good faith negotiate the course of
              action to be taken with respect to such procurement, including any
              appropriate sharing or reimbursement of applicable costs. Nothing
              herein shall be construed to require either E-NET or IXC to seek a
              waiver of any law, rule, regulation, or restriction, or to seek
              judicial review or appeal of any court order, or to file, or
              abstain from filing, any particular tariff or amendment to any
              tariff.


XIII.  OTHER TERMINATION CONSIDERATIONS

       In the event that IXC directs E-NET to purchase the equipment leased
       hereunder upon termination of this Agreement and pursuant to Section
       VI(A), both parties agree to handle the resolution of provisions herein
       as follows:

       A.     E-NET shall pay IXC in full within ten (10) days of termination of
              this Agreement for the equipment leased hereunder in accordance
              with the equipment lease obligations set out in Section VI.

       B.     Upon receipt of such payment in full for the equipment, the
              parties shall coordinate the removal of such equipment from IXC's
              facilities in a commercially reasonable manner.


XIV.  OWNERSHIP AND PROPRIETARY RIGHTS

       A.     OWNERSHIP. All rights, title and interest in each party's Products
              shall at all times remain the exclusive property of the respective
              party. All applicable copyrights, trade secrets, patents,
              processes and other intellectual property rights in each party's
              Products shall remain the exclusive property of the respective
              party. No title to any Products shall be transferred under this
              Agreement by a party to the other party. Neither party shall
              remove or alter the copyright, trademark and propriety rights


                                      -36-

<PAGE>

              notices of the other party, and each shall prohibit any such
              removal or alteration by its officers, agents, employees, and
              contractors from any materials of the other.

              Unless otherwise agreed in writing, any Product, service or
              process developed by IXC as a result of the Conjoined Service
              shall belong to IXC. Any Product, service or process developed by
              E-NET as a result of the Conjoined Service shall belong to E-NET.

       B.     PROPRIETARY RIGHTS. Both parties acknowledge that their respective
              Products are proprietary and confidential and constitute valuable
              trade secrets. Each party agrees to safeguard the other party's
              Products with not less than the same degree of care as is
              exercised in connection with its own most proprietary and
              confidential materials.

              All aspects of each party's respective financial, cost and revenue
              data and Products, including without limitation, programs, methods
              of processing, specific design and structure of individual
              programs, their interaction, and unique programming techniques
              employed therein, if any, shall remain the sole and exclusive
              property of their respective owner, and shall not be used, sold,
              revealed, disclosed or otherwise communicated, directly or
              indirectly, by the other party to any person, company, or
              institution other than as set forth herein. The safeguards
              established in this Section shall not prohibit (i) such technical
              and business development communications, Product demonstrations,
              and detailed technical discussions as deemed reasonably necessary
              to perform the Conjoined Service duties described herein, either
              between the parties or with third parties if consented to between
              the parties; or (ii) use of a party's Products in the intended
              operational environment, where the operation of the same may be
              observed by persons other than the parties and their officers,
              agents, employees, and contractors.

       C.     USE OF LOGOS & TRADEMARKS. NEITHER PARTY SHALL DISTRIBUTE TO THIRD
              PARTIES ANY MATERIALS, INFORMATION OR WRITINGS DESCRIBING THE
              PRODUCTS OR SERVICES OF THE OTHER, OR USE ANY LOGOS, TRADEMARKS,
              SERVICE MARKS, TRADE NAMES, OR THE COMPANY NAME OF THE OTHER PARTY
              WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT.


XV.    PUBLICITY.

       Any and all publicity or disclosure of any kind whatsoever with regard to
       this Agreement and/or the transactions contemplated hereby shall be
       determined by the parties based upon mutual agreement and approval signed
       in writing by both parties, which approval shall not be unreasonably
       withheld or delayed by either party, except that any disclosures required
       to be made by a party under any applicable federal or state securities
       laws shall not require approval of the other party. Notwithstanding the
       foregoing, E-NET shall cooperate with IXC to obtain a protective order or
       request confidential treatment with respect to any terms of this
       Agreement and/or the transactions contemplated hereby as requested by IXC
       in any filing with the Securities and Exchange Commission, any other
       governmental authority, or any securities exchange or stock market. In
       the event that any publicity or disclosure generates inquiries into the
       nature of this Agreement, the relationship between the parties

                                      -37-

<PAGE>

       hereto, the resulting financial prospects of either party pursuant to
       this Agreement, or any other related inquiry, IXC and E-NET each may, in
       such respective party's sole discretion, designate a single
       "public/investor relations" contact for their respective companies to
       facilitate all such inquiries and generate any appropriate responses.


XVI.   INDEPENDENT CONTRACTORS.

       IXC and E-NET shall at all times be, and represent themselves to be,
       solely independent contractors each acting on their own account in all
       transactions involving this Agreement. Nothing in this Agreement shall be
       construed to make either party (or any person employed by either party)
       an employee of the other party. Neither party shall have any authority to
       bind or commit the other party in any respect or to accept legal process
       on behalf of the other party. Without limiting the generality of the
       foregoing, neither party shall be liable to any agent, subcontractor,
       supplier, employee, or customer of the other party for any commission,
       compensation, remuneration, benefit, damage, or claim of any nature
       whatsoever. It is not the intention of the parties to create, nor shall
       this Agreement be construed as creating, a joint venture or other
       partnership or association or render the parties liable as joint
       venturers or partners.


XVII.  YEAR 2000 COMPLIANCE.

       Each party represents that its software, hardware, equipment and services
       will operate on and after January 1, 2000, in the same manner, and with
       the same functionality, as the same would and do on or before December
       31, 1999. Each party represents that its monitoring and maintenance
       capabilities accommodate the four-digit data field requirement for the
       year 2000 and beyond and will lose no functionality with respect to the
       introduction of records containing dates falling on or after January 1,
       2000.


XVIII. INSURANCE AND INDEMNITY.

       A.     Insurance. Throughout the term of this Agreement and any extension
              thereof, each party shall maintain and, upon written request,
              shall provide to the other proof of Worker's Compensation coverage
              with statutory limits and adequate comprehensive general liability
              insurance with a limit of not less than one million dollars
              ($1,000,000) per occurrence for bodily injury liability and
              property damage liability, including coverage extensions for
              blanket contractual liability, personal injury liability and
              products and completed operations liability.

       B.     Indemnity

              1.     To the fullest extent permitted by law and subject to
                     Section XXI, below, each party shall indemnify, defend,
                     release and hold harmless the other party and all of its
                     officers, agents, directors, shareholders, subcontractors,
                     subsidiaries,

                                      -38-

<PAGE>

                     employees and other affiliates (collectively "Affiliates")
                     from and against any action, claim, court cost, damage,
                     demand, expense, liability, loss, penalty, proceeding or
                     suit, (collectively, together with related attorneys' fees;
                     including costs and disbursements, referred to as "Claims")
                     imposed upon either party by reason of damages to property
                     or injuries, including death, as a result of an intentional
                     or a negligent act or omission on the part of the
                     indemnifying party or any of its Affiliates in connection
                     with: (i) the performance of this Agreement; or (ii) other
                     activities relating to the property or facilities which are
                     the subject of this Agreement, whether or not the Claims
                     result from a sole negligent act or omission on the part of
                     the indemnifying party, whether the Claims result from the
                     concurrent negligent act or omission on the part of both
                     parties, or whether the Claims result from the negligent
                     act or omission of the indemnifying party and some other
                     third party. In the event a Claim relates to the negligence
                     of both parties, the relative burden of the Claim shall be
                     attributed equitably between the parties in accordance with
                     the principles of comparative negligence.

              2.    In the event any action shall be brought against the
                    indemnified party, such party shall immediately notify the
                    indemnifying party in writing, and the indemnifying party,
                    upon the request of the indemnified party, shall assume the
                    defense thereof on behalf of the indemnified party and its
                    Affiliates and shall pay all expenses and satisfy all
                    judgments which may be incurred by or rendered against the
                    indemnified party or its Affiliates in connection therewith,
                    provided that the indemnified party shall not be liable for
                    any settlement of any such action effected without its
                    written consent.

              3.    Notwithstanding the termination of this Agreement for any
                    reason, this indemnity Section shall survive such
                    termination.


XIX.   PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION.

       The parties represent and warrant to each other that their software,
       firmware, hardware, equipment, products, and any other items provided
       pursuant to this Agreement (collectively, the "Products"), when properly
       used as contemplated herein, will not infringe or misappropriate any
       copyright, trademark, patent, or the trade secrets of any third party.
       Either party shall defend and hold the other harmless from any and all
       damages, settlements, attorneys' fees and expenses related to any claim
       of infringement or misappropriation by its Products of any copyright,
       trademark, or patent, or the trade secret of any third party, provided
       either party is promptly notified by the other of any and all threats,
       claims and proceedings related thereto and given reasonable opportunity
       to assume sole control over defense and settlement.


XX.    DISPUTE RESOLUTION


                                      -39-

<PAGE>

A.     The parties will attempt in good faith to resolve any controversy or
       claim arising out of or relating to this Agreement promptly through
       discussions between themselves at the operational level. Upon the request
       of either party, a meeting between the parties' respective points of
       contact (or substitute designee) shall be scheduled within seven (7) days
       of such request. In the event a resolution cannot be reached, such
       controversy or claim shall be negotiated between appointed counsel or
       senior executives of the parties who have authority to settle the
       controversy.

B.     The disputing party shall give the other party written notice of the
       dispute. If the parties fail to resolve such controversy or claim within
       thirty (30) days of the disputing party's notice, either party may seek
       arbitration as set forth below.

C.     Any controversy or claim arising out of or relating to this Agreement, or
       a breach of this Agreement, shall be finally settled by arbitration in
       Austin, Texas and shall be resolved under the laws of the State of Texas.
       The arbitration shall be conducted before a single arbitrator in
       accordance with the commercial rules and practices of the American
       Arbitration Association then in effect.

D.     The arbitrator shall have the power to order specific performance if
       requested. Any award, order, or judgment pursuant to such arbitration
       shall be deemed final and binding and may be enforced in any court of
       competent jurisdiction. The parties agree that the arbitrator shall have
       no power or authority to make awards or issue orders of any kind except
       as expressly permitted by this Agreement, and in no event shall the
       arbitrator have the authority to make any award that provides for
       punitive or exemplary damages. All such arbitration proceedings shall be
       conducted on a confidential basis. The arbitrator may, as part of the
       arbitration award, permit the substantially prevailing party to recover
       all or part of its attorneys' fees and other out-of-pocket costs incurred
       in connection with such arbitration.

E.     No arbitration proceeding or legal action, regardless of its form,
       related to or arising out of this Agreement, its making, performance or
       interpretation, may be brought by either party more than two (2) years
       after the cause of action first accrued.






XXI.   DISCLAIMERS & LIMITATION OF REMEDIES.

       A.     The Parties' Mutual & Reciprocal Limitation of Liability.

              NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL
              EITHER PARTY OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES BE LIABLE
              TO THE OTHER PARTY, or ITS AGENTS,


                                      -40-

<PAGE>

              REPRESENTATIVES, EMPLOYEES, CUSTOMERS OR ANY THIRD PARTY, AND THE
              PARTIES HEREBY WAIVE THE RIGHT TO CLAIM, ANY INDIRECT,
              CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OF ANY
              KIND OR NATURE WHATSOEVER, DIRECTLY OR INDIRECTLY ARISING OUT OF
              OR RELATING TO A BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM
              OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
              STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES
              WERE FORESEEN OR UNFORESEEN, EVEN IF EITHER PARTY HAS BEEN ADVISED
              OF THE POSSIBILITY THEREOF. EITHER PARTY'S MAXIMUM AND SOLE
              LIABILITY, IF ANY, TO THE OTHER PARTY SHALL IN NO EVENT EXCEED
              FIFTY PERCENT (50%) of THE TOTAL AMOUNT OF GROSS REVENUE, AS
              DEFINED IN THIS AGREEMENT, FOR THE SERVICES AND PRODUCTS DELIVERED
              pursuant to THIS AGREEMENT.

         B.   E-NET'S AND IXC'S LIMITATION OF LIABILITY.

              EFFECTIVE OCTOBER 1, 1999, BOTH PARTIES SHALL INCLUDE IN THEIR
              CONTRACTS WITH A MARKET ASSOCIATE A PROVISION SUBSTANTIALLY
              CONSISTENT WITH THE FOLLOWING LANGUAGE, ALL OF WHICH SHALL BE IN
              CAPITAL LETTERS, AND NO LANGUAGE INCONSISTENT THEREWITH (PROVIDED,
              HOWEVER, THAT WITH RESPECT TO CONTRACTS EXECUTED PRIOR TO OCTOBER
              1, 1999, THE PARTIES SHALL HAVE UNTIL NOVEMBER 1, 1999 TO CAUSE
              SUCH CONTRACTS TO INCLUDE SUCH LANGUAGE):

              "In no event shall either E-NET, INC. ("e-net"), as provider of
              INTERNET TELEPHONY SERVICES KNOWN AS ZEROPLUS.COM, or IXC
              Communication Services, Inc. ("IXC"), as PROVIDER of any services
              which support zeroplus.com (zeroplus.com AND such supporting
              services are HEREINAFTER COLLECTIVELY REFERRED TO AS THE
              "SERVICES"), BE LIABLE FOR, AND (MARKET ASSOCIATE'S NAME HERE)
              ("MARKET ASSOCIATE") HEREBY WAIVES THE RIGHT TO CLAIM, ANY
              INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING
              LOST PROFITS) DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF
              THE BREACH OF THIS CONTRACT, OR MARKET ASSOCIATE'S INABILITY, OR
              THAT OF ANY OF ITS MEMBERS, CUSTOMERS, OR END USERS HEREUNDER, TO
              USE THE SERVICES OR ANY PART THEREOF, EITHER SEPARATELY OR IN
              COMBINATION WITH OTHER SERVICES, PERFORMED OR NOT PERFORMED UNDER
              THIS CONTRACT, OR FOR ANY OR ALL LOSS OR DAMAGE DIRECTLY OR
              INDIRECTLY RELATING TO OR ARISING OUT OF A THIRD PARTY'S
              UNAUTHORIZED ACCESS TO MARKET ASSOCIATE'S DATA, OR THAT OF ANY OF
              ITS MEMBERS, CUSTOMERS, OR END USERS HEREUNDER, TRANSMITTED OVER
              OR VIA THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
              CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
              OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR
              UNFORESEEN, EVEN IF E-NET OR IXC HAVE BEEN ADVISED OF THE
              POSSIBILITY THEREOF. E-NET'S


                                      -41-

<PAGE>

              AND IXC'S MAXIMUM AND SOLE COLLECTIVE LIABILITY, IF ANY, TO MARKET
              ASSOCIATE OR ANY OF ITS MEMBERS, CUSTOMERS, OR END USERS
              HEREUNDER, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF THE
              CHARGES BILLED BY E-NET TO MARKET ASSOCIATE OR ANY OF ITS MEMBERS,
              CUSTOMERS, OR END USERS FOR THE SERVICES AND PRODUCTS PROVIDED
              PURSUANT TO THIS CONTRACT. Market Associate shall include in its
              contract, if any, with any of its Market Associates, members,
              customers or end users a provision substantially consistent with
              the aforementioned language, all of which shall be in capital
              letters, and no language inconsistent therewith."


XXII.  MISCELLANEOUS PROVISIONS.

       A.     Governing Law. This Agreement shall be deemed to have been entered
              into and shall be governed by and construed in accordance with the
              laws of the State of Texas without regard to its principles of
              choice of law.

       B.     No Waiver. Any failure or delay by either party in exercising any
              right or remedy shall not constitute a waiver. The parties may at
              any time waive any of the provisions of this Agreement, but any
              such waivers shall be reduced to writing and duly executed and
              delivered by duly authorized representatives of the parties
              hereto.

       C.     Severability. If any provision of this Agreement shall be invalid
              or unenforceable, such invalidity or unenforceability shall not
              invalidate or render unenforceable the entirety of this Agreement,
              but rather, unless a failure of consideration would result, the
              entirety of this Agreement shall be construed as if not containing
              the particular invalid or unenforceable provision, and the rights
              and obligations of the parties shall be construed and enforced
              accordingly.

       D.     Force Majeure. Neither party shall be liable to the other party,
              its customers or any other third party for any failure of
              performance hereunder due to causes beyond its reasonable control,
              including, but not limited to: acts of God, fire, explosion,
              vandalism, cable cut, storm or other similar catastrophes; any
              law, order, regulation, direction, action or request of the United
              States government, or of any other government, including state and
              local governments having jurisdiction over either of the parties,
              or of any department, agency, commission, court, bureau,
              corporation or other instrumentality of any one or more of said
              governments, or of any civil or military authority; national
              emergencies; insurrections; riots; wars; or strikes, lock outs,
              work stoppages or other labor difficulties.

       E.     Entire Agreement. This Agreement, including the Signature Page,
              the General Terms & Conditions, any Appendices and documents
              incorporated herein by reference or attached hereto, constitutes
              the entire and exclusive statement of Agreement between the
              parties with respect to its subject matter and there are merged
              herein all prior and


                                      -42-

<PAGE>

              collateral representations, promises, and conditions in connection
              with the subject matter hereof. Any representation, promise, or
              condition not incorporated herein shall not be binding upon either
              party and this Agreement supersedes and is in lieu of all prior or
              contemporaneous agreements or arrangements between the parties
              with respect to the subject matter hereof. This Agreement may be
              modified only by a writing signed by a duly authorized
              representative of each party.

       F.     Failure to Assert a Right. The failure of either party to enforce
              at any time any of the provisions of this Agreement shall not
              constitute or be construed to be a waiver of such provisions or of
              the right of such party thereafter to enforce any such provisions.

       G.     Assignment. Neither party hereto may assign this Agreement without
              the prior written consent of the other party, and any such
              attempted assignment shall be void and without effect.
              Notwithstanding the foregoing, this Agreement may be assigned to
              an affiliate or to any third party acquiring substantially all of
              the assets of either of the parties provided such entity agrees in
              writing, which is delivered to the other party within thirty (30)
              days of the date of such assignment or delegation, to be bound by
              and perform in accordance with this Agreement as if it were an
              original party hereto.

       H.     Compliance with Export/Technology Laws. Both E-NET and IXC shall
              comply with the export laws and regulations of the United States
              relating to the export of Products and technical data originating
              in the United States. Such compliance includes restrictions on
              providing technical data to certain foreign nationals within the
              United States.

       I.     Notices. All notices and other formal communications hereunder
              shall be in writing and shall be deemed to have been duly given as
              of the date of delivery or confirmed legible facsimile
              transmission. If mailed, notice shall be sent first class postage
              prepaid, certified or registered mail, return receipt requested
              and becomes effective upon confirmed delivery. Notices will be
              delivered or sent to the parties' respective addresses set forth
              on the Signature Page of this Agreement to the attention of the
              following persons:

              IF TO IXC:
              Attention: Dominick DeAngelo, Senior Vice President, Marketing and
              Product Services

              with copy to:

              Attention:  Legal Department:  General Counsel
                          Fax:  512-328-7902

              IF TO ENET:
              Attention:  Director of Contracts


                                      -43-

<PAGE>

       J.     Designated Points of Contact. For communications other than
              notices and other formal communications, the following shall be
              the designated points of contact:

              IXC PRIMARY CONTACT:
              John Stritzinger
              Phone:(302) 283-2800
              Fax:         (302) 283-2801

              IXC ALTERNATE CONTACT:
              Geoff Heath
              Phone:(302) 283-2800
              Fax:         (302) 283-2801

              E-NET PRIMARY CONTACT:
              Don Shoff
              Phone:(301) 601-8700  Ext 205
              Fax:         (301) 601-3221

              E-NET ALTERNATE CONTACT:
              Christina Swisher
              Phone:(888)-FON-ENET Ext. 212
              Fax:         (301) 601-8777

       K.     No Third Party Beneficiaries. Except as may be otherwise
              specifically provided in this Agreement, this Agreement is not
              intended to and shall not confer upon any other person or business
              entity, other than the parties hereto, any rights or remedies with
              respect to the subject matter hereof.

       L.     Execution in Counterparts. This Agreement may be executed in any
              number of counterpart copies, each of which shall be deemed an
              original, but which taken together shall constitute a single
              instrument. The parties expressly authorize the use of facsimile
              counterparts, as a valid method of execution; however, the parties
              agree to cooperate in good faith to provide each other with a
              fully executed original of this Agreement within five (5) calendar
              days of any facsimile counterpart execution.

       M.     Headings. All section and paragraph headings and captions used
              herein and in the Appendices attached hereto are for the
              convenience of the parties only and shall not be part of the text
              hereof or deemed in any way to limit or affect the meaning of this
              Agreement.

       N.     Subcontractors. Both parties expressly reserve the right to
              subcontract performance of the services to qualified agents and
              subcontractors. Each party warrants to the other that personnel
              assigned to provide services will have the requisite expertise to
              perform the ordered services and the work performed hereunder
              shall conform to all applicable industry standards.


                                      -44-

<PAGE>


       O.     Successors. This Agreement shall inure to the benefit of, and be
              binding upon, E-NET and IXC, their successors and assigns provided
              such entity agrees in writing, delivered to the other party within
              thirty (30) days of the date of such assignment or delegation, to
              be bound by and perform in accordance with this Agreement as if it
              were an original party hereto.

       P.     Survival. The terms, conditions and warranties contained in this
              Agreement that by their sense and context are intended to survive
              the performance hereof by either or both parties hereunder, shall
              so survive the completion of performance or termination of this
              Agreement.


XXIII. PERFORMANCE REVIEW AND IMPROVEMENT MEETINGS

       The parties agree that during the first year of this Agreement,
       management reviews will be conducted every ninety (90) days to evaluate
       the performance of this Agreement by each of the parties. All outstanding
       issues will be discussed and the parties will seek to resolve any
       outstanding problems to the mutual satisfaction of both parties. Action
       plans shall be agreed, in writing, to address specific issues that have
       arisen and may in the future arise. After the first year, performance of
       this Agreement will be reviewed on a bi-annual basis. Each party shall
       promptly report to the other recurring Product defects or problems and
       keep each other informed of end user complaints.

       Review Meetings will specifically discuss the following joint operating
       issues:

       1.     SLA Performance (As Defined in Appendix C)
       2.     IXC Network Cost Elements
       3.     E-NET Expense Analysis
       4.     Joint Engineering Topics
       5.     Customer Service Satisfaction Elements
       6.     Revenue Sharing Performance
       7.     Provided that the exclusivity provisions of Section VII(H) are in
              effect, any proposed third party carrier contracts or exceptions
              to default vendor/exclusive carrier provisions


XXIV.  NON-SOLICITATION.

       E-NET agrees that throughout the duration of this Agreement and for one
       (1) year following expiration or termination of this Agreement, E-NET
       will not target IXC end users or engage in marketing aimed specifically
       at IXC end users, for the purpose of persuading such end users to
       transfer services provided by IXC to E-NET. This provision shall not,
       however, prohibit E-NET from engaging in general marketing and promotion
       of its service or other businesses, or prohibit E-NET from accepting
       service business from IXC end users.

                                      -45-

<PAGE>

XXV.   ORDER OF PRECEDENCE.

       The Appendices attached hereto and incorporated herein are to read in
       conjunction with these General Terms & Conditions and the Signature Page.
       Where similar provisions are contained in the Appendices, these General
       Terms & Conditions and the Signature Page, they are intended to
       supplement one another. In the event of a conflict between or among the
       provisions of this Agreement, the conflict shall be resolved by giving
       precedence in the following order:

       1.     Revenue Sharing, Service Development, and Joint Marketing Alliance
              Agreement General Terms & Conditions.

       2.     Signature Page.

       3.     Appendices, with no particular order of precedence assigned
              between or among any of the various Appendices.


                                   APPENDIX A
             ZEROPLUS.COM/IXC JOINT PRODUCT DESCRIPTION (IXC FORMAT)


PRODUCT/SERVICE DESCRIPTION

     On June 22, 1999, ZeroPlus.com, Inc., a wholly owned subsidiary of e-Net,
     Inc., unveiled a revolutionary Internet phone service. The service allows
     users to make free long distance phone calls from PC to PC, by dialing a
     "0" plus 10 digits, similar to the way phone calls are made on the
     traditional phone network. The goal of this service is to make Internet
     telephony easy to use, so that mainstream users of the Internet begin to
     use the Internet for phone service.

     While the initial service offering calls for PC to PC service, future
     offerings will allow users to call from a PC to a regular phone, and
     ultimately from phone to phone and phone to PC. This will be the first
     service to truly and seamlessly integrate the Public Switched Telephone
     Network (PSTN) and the Internet for voice communications.


                                   APPENDIX B.
                     CUSTOMER SERVICE MODEL & SCOPE OF WORK


I.    CUSTOMER SERVICE MODEL.

      The customer service model with be made of three (3) levels of customer
      support.

      a)     Level One (1) will provide the following:

o     Entering customer information into trouble ticket system.


                                      -46-

<PAGE>

o        Identification of customer problem/issue.
o        Resolution of Level One (1) problem/issue.
o        Notification of resolution or escalation to the customer.
o        Escalation of customer problem/issue to Level Two (2) support if
         unable to resolve.

b)       Level Two (2) will provide the following:

o        Identification of customer problem/issue.
o        Resolution of Level Two (2) problem/issue.
o        Notification of resolution or escalation to the customer.

o        Escalation of customer problem/issue to Level Three (3) support if
         unable to resolve and determination is made that problem is not
         related to client software or gatekeeper software.

                           *Determination of other than Level Two (2) problem
                           must be made within two hours from original customer
                           call.

         c)     Level Three (3) will provide the following:

o        Identification of customer problem/issue.
o        Resolution of Level Three (3) problem/issue.
o        Notification of resolution to customer and E-NET customer service.

                           *Resolution of Level Three (3) problem/issue must
                           occur within 4 hours of escalation.


II E-NET RESPONSIBILITIES

     a)  E-NET will provide Level One (1) customer service support. This would
         include, but not limited to entering customer information into customer
         service system and generating a "trouble ticket", and preliminary
         trouble-shooting (i.e....password changes or forgotten user id).

     b)  E-NET will provide Level Two (2) customer service support. This would
         include determination of problems that corrected by Level One (1)
         support, and also resolution of problems relating to E-NET client
         software or gatekeeper software.

     c)  If problem is other than Level One (1) or Level Two (2), E-NET must
         identify type of problem within two (2) hours of initial customer call
         and notify IXC NOC to address resolution. IXC will then assume
         ownership of the customer call and will determine exact problem and
         correct within four (4) hours of original call from E-NET customer
         service.


III. IXC RESPONSIBILITIES


                                      -47-

<PAGE>


    a)   IXC will provide Level Three (3) customer service support. IXC will be
         required to determine the exact problem and resolve within four (4)
         hours of original call from E-NET customer service. IXC representative
         will contact E-NET when problem resolution has occurred.

    b)   IXC NOC will monitor all gateway servers associated with the joint
         E-NET/IXC effort.


                                      -48-


<PAGE>


                                   APPENDIX C
                            SERVICE LEVEL AGREEMENTS


SERVICE LEVEL AGREEMENT (SLA) SUGGESTIONS:

<TABLE>
<CAPTION>
                                                    E-NET SERVICE

<S>                                   <C>                                 <C>
------------------------------------- ----------------------------------- -----------------------------------
            SLA CATEGORY                    BUSINESS HOUR COVERAGE                 24 X 7 COVERAGE
                                          (8:00 AM TO 8:00 PM, M-F)
------------------------------------- ----------------------------------- -----------------------------------
e-mail Support for Basic              Mean time response e-mailed         Mean time response e-mailed
Subscribers                           within 20 hours                     within 2 hours
------------------------------------- ----------------------------------- -----------------------------------
e-mail Support for Extended           Mean time response e-mailed         Mean time response e-mailed
Subscribers                           within 20 hours                     within 1 hour
------------------------------------- ----------------------------------- -----------------------------------
Limited Telephone Support for         Mean time response return           Mean time on hold less than 5
Extended Subscribers                  telephone call within 1 hour for    minutes
                                      calls outside business hour
                                      coverage
------------------------------------- ----------------------------------- -----------------------------------
                                      Mean time on hold less than 5
                                      minutes for calls inside business
                                      hour coverage
------------------------------------- ----------------------------------- -----------------------------------

</TABLE>


Note: E-NET is currently supporting an existing external customer and its own
internal products on a business hour coverage basis and will require some time,
as well as funds, to ramp-up to a full 24x7 coverage capability. 24x7 coverage
capability is for extended service.






<TABLE>
<CAPTION>
                                                     IXC SERVICE

<S>                                   <C>                                 <C>
------------------------------------- ----------------------------------- -----------------------------------
            SLA CATEGORY                    BUSINESS HOUR COVERAGE                 24 X 7 COVERAGE
                                             (8:00 AM TO 8:00 PM)
------------------------------------- ----------------------------------- -----------------------------------
Server  & IT Operations Support                      N/A                  Mean time return to service for
                                                                          non-hardware related outages is
                                                                          within 4 hours

                                                                          (Within 30 minutes of
                                                                          notification unresolved outages
                                                                          are automatically escalated to
                                                                          Level III support for resolution).
------------------------------------- ----------------------------------- -----------------------------------

</TABLE>


Note: IXC is assumed to be currently supporting existing external customers and
its own internal products on a full 24x7 coverage capability.



                                      -49-

<PAGE>


                                   APPENDIX D

MASTER SERVICE AGREEMENT

This Agreement for telecommunications services is made as of the date of last
execution below (the "Effective Date") and entered into by and between IXC
COMMUNICATIONS SERVICES, INC., a Delaware corporation with its principal place
of business at 1122 Capital of Texas Hwy. South, Austin, Texas 78746-6426
("Supplier"), and , a corporation with its principal place of business at
("Customer").

WHEREAS, Customer desires to obtain telecommunications services as described
below (the "Service") from Supplier, and Supplier is willing to provide the
Service for the rates attached hereto.

NOW, THEREFORE, Customer and Supplier hereby mutually agree as follows:

CREDIT REQUIREMENTS:

Supplier agrees to provide and Customer agrees to purchase Service(s) indicated
below. A Service Supplement for each Service Type checked is attached hereto and
incorporated herein. All Services ordered under this Agreement are subject to
credit approval.

SERVICE TYPE:
<TABLE>

                  <S>                                                  <C>
                  SWITCHED SERVICE:                                    BROADBAND SERVICE:
                  _______________   Xclusive                           _______________  ATM
                  _______________   Xnet LATA                          _______________  Frame Relay
                  _______________   Xnet LEx                           _______________  Virtual Private Line
                                                                       _______________  Network Management Services (NNI)
                  IXPLUS SERVICE:                                      _______________  Training
                  _______________   Retail Billing
                  _______________   Back Office                        INTERNET SERVICE:
                                                                       _______________  Internet Service Provider
                  PRIVATE LINE SERVICE:                                _______________  Telecommunications Provider
                  _______________   Digital / Optical                  _______________   Data Collocation & Bandwidth

                  CUSTOMER INTERFACE:                                  CUSTOMER PREMISE EQUIPMENT:
                  _______________   Rack Space & Power                 _______________  CPE Services
                                    (Collocation)

</TABLE>


This Agreement, including any terms and conditions, addenda, schedules, riders,
supplements or exhibits which are attached hereto and incorporated herein,
constitutes the entire agreement (the "Agreement") by Supplier and Customer
pertaining to the subject matter(s) hereof and supersedes all prior and
contemporaneous agreements and understandings in connection herewith.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last
written below.

IXC COMMUNICATIONS SERVICES, INC.

BY:                                       BY:
   -------------------------------           -------------------------------

NAME:                                     NAME:
     -----------------------------             -----------------------------

TITLE:                                    TITLE:
      ----------------------------              ----------------------------

DATE:                                     DATE:
     -----------------------------             -----------------------------


FULL BUSINESS ADDRESS:                    FULL BUSINESS ADDRESS:
1122 CAPITAL OF TEXAS HWY. SOUTH
AUSTIN, TEXAS  78746-6426
TELEPHONE:  512-427-3700                  TELEPHONE:
FACSIMILE:  512-328-7902                  FACSIMILE:
                                          BILLING CONTACT:
                                                          ------------------
                                          TELEPHONE:
                                                    ------------------------


                                      -50-





<PAGE>



1.       PAYMENT TERMS. Invoices for Services are due and payable in U.S.
         dollars within thirty (30) days of Customer's receipt of invoice
         (unless otherwise indicated in the Credit Requirements Supplement),
         without demand or set off by Customer. Payments not received within
         thirty (30) days of Customer's receipt of invoice are considered past
         due. In addition to Supplier undertaking any of the actions set forth
         in this Agreement, if any invoice is not paid when due: (i) a late
         charge shall accrue equal to 1-1/2% (or the maximum legal rate, if
         less) of the unpaid balance per month; (ii) Supplier may require a
         Security Deposit or other forms of security acceptable to Supplier;
         and/or (iii) Supplier may take any action in connection with any other
         right or remedy Supplier may have under this Agreement in law or in
         equity.

2.       BILLING DISPUTES. If Customer in good faith disputes any portion of any
         Supplier invoice, Customer shall submit to Supplier, within thirty (30)
         days following Customer's receipt of the invoice full payment of the
         undisputed portion of the invoice and written documentation identifying
         and substantiating the disputed amount. If Customer does not report a
         dispute within thirty (30) days following Customer's receipt of an
         invoice, Customer shall have waived its dispute rights for that
         invoice. Supplier and Customer agree to use their respective best
         efforts to resolve any dispute within thirty (30) days after Supplier
         receives written notice of the dispute from Customer. Any disputed
         amounts resolved in favor of Customer shall be credited to Customer's
         account on the next invoice following resolution of the dispute. Any
         disputed amounts determined to be payable to Supplier shall be due
         within ten (10) days of the resolution of the dispute.

         Any dispute arising out of or relating to this Agreement which has not
         been resolved by the good faith efforts of the parties will be settled
         by binding arbitration conducted expeditiously in accordance with
         Section 14.

3.       ADDITIONAL ASSURANCES. If at any time during the term of this Agreement
         there is a material and adverse change in Customer's financial
         condition or business prospects, which shall be determined by Supplier
         in its sole and absolute discretion, then Supplier may demand that
         Customer deposit with Supplier a security deposit or increase the
         amount of deposit (the "Security Deposit"), as the case may be,
         pursuant to Supplier's standard terms and conditions, as security for
         the full and faithful performance of Customer of the terms, conditions
         and covenants of this Agreement; provided, however, that in no event
         shall the amount of the Security Deposit ever exceed two (2) months'
         estimated Usage Charges and other amounts payable by Customer to
         Supplier hereunder.

4.       CERTIFICATION. Customer hereby represents and warrants that it is
         certified to do business in all jurisdictions in which it conducts
         business and is in good standing in all such jurisdictions. Customer
         further represents and warrants that it is certified by the proper
         regulatory agencies to provide interstate, intrastate and international
         long distance services to End-Users in those jurisdictions where such
         services are to be provided by Customer. Customer shall keep current
         during the term of this Agreement, copies of its Certificates of Public
         Convenience and Necessity or similar documents certifying Customer's
         interstate, intrastate, or international operating authority in any
         local, state, or federal jurisdiction (collectively, "Service
         Compliance Certificates") and furnish copies thereof to Supplier within
         ten (10) days of written request by Supplier. Supplier reserves the
         right to refuse or withhold Service in any jurisdiction in which
         Customer's Service Compliance Certificate has not been furnished to
         Supplier in a timely manner. Customer shall defend and indemnify
         Supplier from any losses, expenses, demands and claims in connection
         with Customer's failure to provide Supplier with such Service
         Compliance Certificates. Such indemnification includes costs and
         expenses (including reasonable attorney's fees) incurred by Supplier in
         settling, defending or appealing any claims or actions brought against
         it relating to Customer's failure to provide such Service Compliance
         Certificates.

5.       GOVERNING LAW. This Agreement shall be construed and enforced in
         accordance with, and the validity and performance hereof, shall be
         governed by the laws of the State of Texas without regard to its
         principles of choice of law.

6.       NOTICES. All notices and other communications hereunder shall be in
         writing and shall be deemed to have been duly given as of the date of
         delivery or confirmed facsimile transmission. If mailed, notice shall
         be sent first class postage prepaid, certified or registered mail,
         return receipt requested and becomes effective upon confirmed delivery.
         Notices will be delivered or sent to the parties' respective addresses
         set forth on the signature page of this Agreement to the attention of
         the following persons:

         IF TO SUPPLIER:

         Attention: Contract Administration

         IF TO CUSTOMER:
         Attention:
                   --------------------------------------

7.       WAIVER OF BREACH OR VIOLATION NOT DEEMED CONTINUING. The waiver by
         either party of a breach or violation of any provision of this
         Agreement shall not operate as or be construed to be a waiver of any
         subsequent breach hereof.

8.       BANKRUPTCY. In the event of the bankruptcy or insolvency of either
         party hereto or if either party hereto shall make an assignment for the
         benefit of creditors or take advantage of any act or law for relief of
         debtors, the other party to this Agreement shall have the right to
         terminate this Agreement without further obligation or liability on its
         part.

9.       BUSINESS RELATIONSHIP. This Agreement shall not create any agency,
         employment, joint venture, partnership, representation, or fiduciary
         relationship between the parties. Neither party shall have the
         authority to, nor shall any party attempt to, create any obligation on
         behalf of the other party.


                                      -51-
<PAGE>

10.      INDEMNITY.

         A. Each party shall indemnify, defend, release and hold harmless the
         other party and all of its officers, agents, directors, shareholders,
         subcontractors, subsidiaries, employees and other affiliates
         (collectively "Affiliates") from and against any action, claim, court
         cost, damage, demand, expense, liability, loss, penalty, proceeding or
         suit, (collectively, together with related attorneys' fees; including
         costs and disbursements, "Claims") imposed upon either party by reason
         of damages to property or injuries, including death, as a result of an
         intentional or a negligent act or omission on the part of the
         indemnifying party or any of its Affiliates in connection with: (i) the
         performance of this Agreement; or (ii) other activities relating to the
         property or facilities which are the subject of this Agreement, whether
         or not the Claims result from a sole negligent act or omission on the
         part of the indemnifying party, whether the Claims result from the
         concurrent negligent act or omission on the part of both parties, or
         whether the Claims result from the negligent act or omission of the
         indemnifying party and some other third party. In the event a Claim
         relates to the negligence of both parties, the relative burden of the
         Claim shall be attributed equitably between the parties in accordance
         with the principles of comparative negligence.

         B. In the event any action shall be brought against the indemnified
         party, such party shall immediately notify the indemnifying party in
         writing, and the indemnifying party, upon the request of the
         indemnified party, shall assume the defense thereof on behalf of the
         indemnified party and its Affiliates and shall pay all expenses and
         satisfy all judgments which may be incurred by or rendered against the
         indemnified party or its Affiliates in connection therewith, provided
         that the indemnified party shall not be liable for any settlement of
         any such action effected without its written consent.

         C. Notwithstanding the termination of this Agreement for any reason,
         this Section 10 shall survive such termination.

11.      INSURANCE. Throughout the term of this Agreement and any extension
         thereof, each party shall maintain and, upon written request, shall
         provide to the other proof of adequate comprehensive general liability
         insurance with a limit of not less than $1,000,000 per occurrence for
         bodily injury liability and property damage liability, including
         coverage extensions for blanket contractual liability, personal injury
         liability and products and completed operations liability.

12.      AUTHORIZED USE OF SUPPLIER NAME. Without Supplier's prior written
         consent, Customer shall not: (i) refer to itself as an authorized
         representative of Supplier in promotional, advertising or other
         materials; or (ii) use Supplier's logos, trade marks, service marks,
         carrier identification codes (CICs) or any variations thereof in any of
         its promotional, advertising or other materials or in any activity
         using or displaying Supplier's name or the Services to be provided by
         Supplier. Customer agrees to change or correct, at Customer's expense,
         any such material or activity which Supplier, in its sole judgment,
         determines to be inaccurate, misleading or otherwise objectionable in
         relation to using or marketing Supplier's services. Customer is
         explicitly authorized to only use the following statements in its sales
         literature: (i) "Customer utilizes the Supplier's network"; (ii)
         "Customer utilizes Supplier's facilities"; (iii) "Supplier provides
         only the network facilities"; and (iv) "Supplier is our network
         services provider".

13.      ASSIGNMENT. Neither party hereto may assign this Agreement without the
         express written consent of the other party hereto, which consent shall
         not be unreasonably withheld. Notwithstanding the foregoing: (i) a
         security interest in this Agreement may be granted by Supplier to any
         lender to secure borrowings by Supplier or any of its Affiliates
         (herein defined as any entity controlled by, in control of, or under
         common control with the assigning party hereunder); (ii) either party
         may assign all its rights and obligations hereunder to any Affiliate;
         and (iii) any subsidiary of Supplier may assign any amounts due from
         Customer under any Supplement to Supplier for billing purposes.

14.      BINDING ARBITRATION. The parties will attempt in good faith to resolve
         any controversy or claim arising out of or relating to this Agreement
         promptly through discussions between themselves at the operational
         level. In the event a resolution cannot be reached, such controversy or
         claim shall be negotiated between appointed counsel or senior
         executives of the parties who have authority to settle the controversy.

         The disputing party shall give the other party written notice of the
         dispute. If the parties fail to resolve such controversy or claim
         within thirty (30) days of the disputing party's notice, either party
         may seek arbitration as set forth below.

         Any controversy or claim arising out of or relating to this Agreement,
         or a breach of this Agreement, shall be finally settled by arbitration
         in Austin, Texas and shall be resolved under the laws of the State of
         Texas. The arbitration shall be conducted before a single arbitrator in
         accordance with the commercial rules and practices of the American
         Arbitration Association then in effect.

         The arbitrator shall have the power to order specific performance if
         requested. Any award, order, or judgment pursuant to such arbitration
         shall be deemed final and binding and may be enforced in any court of
         competent jurisdiction. The parties agree that the arbitrator shall
         have no power or authority to make awards or issue orders of any kind
         except as expressly permitted by this Agreement, and in no event shall
         the arbitrator have the authority to make any award that provides for
         punitive or exemplary damages. All such arbitration proceedings shall
         be conducted on a confidential basis. The arbitrator may, as part of
         the arbitration award, permit the substantially prevailing party to
         recover all or part of its attorney's fees and other out-of-pocket
         costs incurred in connection with such arbitration. Customer may, at
         its option, continue to accept what it considers to be below-standard
         Services and pay the charges hereunder relating thereto during such
         pendency of such arbitration, without prejudice thereto.


                                      -52-
<PAGE>


15.      LEGAL CONSTRUCTION. In the event one or more of the provisions
         contained in this Agreement shall, for any reason be held to be
         invalid, illegal, or unenforceable in any respect, such invalidity,
         illegality or unenforceability shall not affect any other provision
         hereof, and this Agreement shall be construed as if such invalid,
         illegal or unenforceable provision had never been contained herein.

              In the event of any conflict between the provisions of these
              Terms & Conditions and the applicable Supplement and Exhibits,
              the conflict shall be resolved by reference to the following order
              of priority of interpretation: a) Exhibits; b) Supplement; and
              c) Terms & Conditions. Notwithstanding the foregoing no Exhibit
              requiring execution shall be binding unless and until such Exhibit
              has been executed by an authorized officer of Customer.

16.      NO PERSONAL LIABILITY. Each action or claim of any party arising under
         or relating to this Agreement shall be made only against the other
         party as a corporation, and any liability relating thereto shall be
         enforceable only against the corporate assets of such party. No party
         shall seek to pierce the corporate veil or otherwise seek to impose any
         liability relating to, or arising from, this Agreement against any
         shareholder, employee, officer or director of the other party. Each of
         such persons is an intended beneficiary of the mutual promises set
         forth in this Section and shall be entitled to enforce the obligations
         of this Section.

17.      NOTICE OF BREACH OF AGREEMENT. To be effective, written notice of any
         material breach (except Payment Default) must prominently contain the
         following sentences in capital letters: "THIS IS FORMAL NOTICE OF A
         BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT
         LEGAL CONSEQUENCES."

18.      LIMITATION OF LIABILITY. Supplier's liability arising out of delays in
         restoration of the Services to be provided under this Agreement or out
         of mistakes, accidents, omissions, interruptions, or errors or defects
         in transmission in the provision of Services or any other
         telecommunications services, shall be subject to the limitations set
         forth below and in the applicable Tariff. IN NO EVENT SHALL SUPPLIER BE
         LIABLE TO CUSTOMER OR ANY OF THE CUSTOMER'S OWN CUSTOMERS OR ANY OTHER
         THIRD PARTY IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION, FOR ANY
         INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, OR PUNITIVE
         DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER,
         ARISING OUT OF MISTAKES, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS,
         OR DEFECTS IN TRANSMISSION, OR DELAYS, INCLUDING THOSE WHICH MAY BE
         CAUSED BY REGULATORY OR JUDICIAL AUTHORITIES, ARISING OUT OF OR
         RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF SUPPLIER PURSUANT TO
         THIS AGREEMENT; AND IN NO EVENT SHALL SUPPLIER BE LIABLE AT ANY TIME
         FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT IT HAS PRIOR TO SUCH
         TIME COLLECTED FROM CUSTOMER WITH RESPECT TO SERVICES DELIVERED
         HEREUNDER. SUPPLIER MAKES NO WARRANTY TO CUSTOMER OR ANY OTHER PERSON
         OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE
         DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY
         PURPOSE OF ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO
         ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY SUPPLIER ARE HEREBY
         EXCLUDED AND DISCLAIMED. For purposes of this Section, the term
         "Supplier" shall be deemed to include Supplier, its shareholders,
         directors, officers and employees, and any person or entity assisting
         Supplier in its performance pursuant to this Agreement.

19.      SYSTEM MAINTENANCE. In the event Supplier determines it necessary to
         interrupt Services for the performance of routine system maintenance,
         Supplier will use good faith efforts to notify Customer prior to the
         interruption and to conduct such maintenance during non-peak hours. In
         no event shall interruption for system maintenance constitute a failure
         of performance by Supplier.

20.      SUBJECT TO LAWS. This Agreement is subject to, and Customer agrees to
         comply with, all applicable federal, state and local laws, and
         regulations, rulings and orders of governmental agencies, including,
         but not limited to, the Communications Act of 1934, the
         Telecommunications Act of 1996, the Rules and Regulations of the
         Federal Communications Commission ("FCC") and state public utility or
         service commissions ("PSC"), tariffs and the obtaining and continuance
         of any required certification, permit, license, approval or
         authorization of the FCC and PSC or any governmental body, including,
         but not limited to regulations applying to feature group termination
         and Letter of Agencies ("LOAs").

21.      FCC PERMITS, AUTHORIZATION AND FILINGS. Supplier shall take all
         necessary and appropriate steps, as soon as possible, to procure from
         the FCC the necessary authorizations, if any, to deliver Services
         hereunder to Customer and whatever approvals are necessary from any
         other federal or state agency. In the event that Supplier cannot obtain
         all necessary federal, state or local authority to provide Services
         hereunder, Supplier shall promptly give written notice thereof to
         Customer and such notice shall constitute termination without liability
         of either party hereto of all obligations hereunder.

22.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original, and when taken
         together shall constitute one document. The Terms & Conditions herein
         shall apply only to Switched, IXPlus, Private Line, Broadband, Data
         Collocation & Bandwidth, and Customer Premise Equipment service
         supplements; Customer Interface and Internet service supplements shall
         contain their own Terms & Conditions.

23.      CONFIDENTIAL INFORMATION. "Confidential Information" shall mean all
         information disclosed in writing by one party to the other party which
         is clearly marked "CONFIDENTIAL" by the disclosing party at the time of


                                      -53-
<PAGE>

         disclosure. "Confidential Information" shall also include certain oral
         information disclosed by one party to the other party, provided that
         the disclosing party designates such information as confidential at the
         time of disclosure and gives recipient a written summary of such
         information within five (5) business days after the oral disclosure was
         made. Notwithstanding the foregoing, all information concerning the
         traffic volume/distribution of Supplier, pricing rates, and customer
         lists is hereby deemed to be Confidential Information regardless of
         whether it is so identified. The term "Confidential Information" does
         not include any information which: (i) was already known by the
         receiving party free of any obligation to keep it confidential at the
         time of its disclosure by the disclosing party, (ii) becomes publicly
         known through no wrongful act of the receiving party, (iii) is
         rightfully received from a third person without knowledge of any
         confidentiality obligation, (iv) is independently acquired or developed
         without violating any of the obligations under this Agreement, (v) is
         disclosed to a third person by the disclosing party without similar
         confidentiality restrictions on such third persons rights, or (vi) is
         approved for release by written authorization of the disclosing party.

         Further, the recipient may disclose Confidential Information pursuant
         to any judicial or governmental request, requirement or order. The
         recipient, however, shall take reasonable steps to give the disclosing
         party sufficient prior notice to contest such request, requirement or
         order. Confidential Information shall remain the property of the
         disclosing party, and shall be returned to the disclosing party or
         destroyed upon request of the disclosing party. Supplier may make such
         Confidential Information available to its lenders.

         Accordingly, in the event of a breach or threatened breach of the
         foregoing provisions, Supplier shall be entitled to an injunction or
         restraining order, in addition to such other rights or remedies as may
         be available under this Agreement, at law or in equity, including but
         not limited to money damages.

24.      FORCE MAJEURE. Supplier shall not be liable for any failure of
         performance hereunder due to causes beyond its reasonable control,
         including, but not limited to: acts of God, fire, explosion, vandalism,
         cable cut, storm or other similar catastrophes; any law, order,
         regulation, direction, action or request of the United States
         government, or of any other government, including state and local
         governments having jurisdiction over either of the parties, or of any
         department, agency, commission, court, bureau, corporation or other
         instrumentality of any one or more of said governments, or of any civil
         or military authority; national emergencies; insurrections; riots;
         wars; or strikes, lock outs, work stoppages or other labor
         difficulties.

25.      SURVIVAL. The covenants and agreements of Customer contained in this
         Agreement with respect to payment of amounts due, confidentiality and
         indemnification shall survive any termination of this Agreement. The
         rights and obligations under this Agreement shall survive any merger or
         sale of either party and shall be binding upon the successors and
         permitted assigns of each party.

26.      REGULATORY. When applicable, Customer is responsible for payment of, or
         reimbursement to Supplier for, Universal Service Fund and Lifeline
         Assistance Charges (Presubscribed line charges) set forth in the
         National Exchange Carrier Association (NECA) Tariff FCC #5, sections
         8.5., 8.5.2 and 17.1.4 (A) & (B), as the same may be amended from time
         to time, or any successor tariffs or sections, with respect to any
         Customer ANI's subscribed to Supplier. In addition, with respect to the
         Services, Customer is responsible for payment of, or reimbursement to
         Supplier for: (i) telecommunication relay service charges required by
         the Americans with Disabilities Act or otherwise (both federal and
         state); (ii) interexchange carrier fees payable to the FCC under the
         Omnibus Budget Reconciliation Act of 1993 or otherwise; (iii) payphone
         service provider compensation as determined by the FCC in CC Docket No.
         96-128; (iv) universal service fund charges, intraLATA compensation
         charges; and (v) other federal or state fees or charges imposed on
         Supplier. Supplier will furnish, at Customer's request, documentation
         to support the fees or charges payable by Customer to Supplier pursuant
         to this Section 26.

         Customer shall furnish to Supplier valid and appropriate tax exemption
         certificates for all applicable jurisdictions (federal, state and
         local) in which it performs customer billing. Customer is responsible
         for properly charging tax to its subscribers and for the proper and
         timely reporting and payment of applicable taxes to the taxing
         authorities and shall defend and indemnify Supplier from payment and
         reporting of all applicable federal, state and local taxes, including,
         but not limited to, gross receipts taxes, surcharges, franchise fees,
         occupational, excise and other taxes (and penalties and interest
         thereon), relating to the Services. Such indemnification includes costs
         and expenses (including reasonable attorney's fees) incurred by
         Supplier in settling, defending or appealing any claims or actions
         brought against it relating to said taxes. If Customer fails to provide
         and maintain the required certificates, Supplier may charge Customer
         and Customer shall pay such applicable taxes.

         The amounts payable by Customer under this Agreement do not include any
         state or local sales or use taxes, or utility taxes, however
         designated, which may be levied on the goods and services provided by
         Supplier hereunder. With respect to such taxes, if applicable, Customer
         shall furnish Supplier with an appropriate exemption certificate or pay
         to Supplier, upon timely presentation of invoices therefore, such
         amounts thereof as Supplier may be by law required to collect or pay.
         Any and all other taxes, including but not limited to franchise, net or
         gross income, license, occupation, and real or personal property taxes,
         shall be timely paid by Customer.

27.      EVENTS OF DEFAULT. A "Default" shall occur if (a) Customer fails to
         make payment as required under this Agreement and such failure remains
         uncorrected for five (5) calendar days after written notice from
         Supplier; or (b) either party fails to perform or observe any material
         term or obligation (other than making payment) contained in this
         Agreement, and any such failure remains uncorrected for thirty (30)
         calendar days after written notice from the non-defaulting party
         informing the defaulting party of such


                                      -54-
<PAGE>


         failure. If Customer uses the Services for any unlawful purpose or in
         any unlawful manner, Supplier shall have the right to immediately
         suspend any or all Services hereunder without notice to Customer until
         the unlawful use ceases.

              In the event of a Customer Default, Supplier may (in addition to
              such other rights or remedies as Supplier may have under this
              Agreement, at law or in equity), at its sole discretion:
              (i) suspend Services to Customer; (ii) cease accepting or
              processing orders for Services; (iii) withhold delivery of CDRs
              (if applicable); and (iv) terminate this Agreement. In no event
              shall such termination affect or reduce Customer's obligations
              to make any "take or pay commitment" payments required under
              this Agreement if applicable.

              In the event of a Supplier Default, Customer may (in addition to
              such other rights or remedies as Customer may have under this
              Agreement, at law or in equity), at its sole discretion, terminate
              this Agreement.

28.      OBLIGATIONS SEVERAL AND NOT JOINT. Each party shall be responsible only
         for its own performance under the Agreement (including any attachments,
         exhibits, schedules or addenda) and not for that of any other party.

29.      AMENDMENTS / RIDERS. This Agreement may only be modified or
         supplemented by an instrument in writing executed by each party.

                                                              VERSION 2, 6.17.99



LIST OF EXHIBITS

EXHIBIT A     TAXES ON TELECOMMUNICATIONS SERVICES


                                      -55-

<PAGE>




EXHIBIT A - TAXES ON TELECOMMUNICATIONS SERVICES - CONTACT IXC'S TAX DEPARTMENT
AT 512-231-5294 FOR ASSISTANCE IN COMPLETING THIS FORM

Please check one of the following:

____     Telecommunications services purchased from Supplier are for resale
         purposes in the normal course of our business (or are subject to other
         tax exemptions). These services are exempt from federal, state and
         local taxes. business (or are subject to other tax exemptions). These
         services are exempt from federal, state and local taxes.
                    IF CHECKED, COMPLETE SECTION 1 & SECTION 2 BELOW FOR THE
                    APPLICABLE STATES WHERE SERVICE IS PROVIDED.

____     Telecommunications  services  purchased from Supplier are not for
         resale purposes, but are purchased for our own use. These services are
         not subject to other exemptions.

         IF CHECKED, SIGN HERE: ___________________       DATE:_______________


SECTION 1. CERTIFICATE OF EXEMPTION FROM FEDERAL EXCISE TAXES ON COMMUNICATIONS
SERVICES AND FACILITIES

The undersigned hereby certifies that the service furnished by Supplier is
exempt from the Federal Excise Tax on Communications and Facilities imposed by
Internal Revenue Code (IRC) Section 4251 because the undersigned is exempt under
IRC Section 4253 for such reason as marked below (check one). The undersigned
agrees to notify Supplier in writing when the claimed status no longer applies.

____     A nonprofit hospital referred to in IRC Section 170(b)(1)(A)(ii) which
         is exempt from income tax under Section 501(a).

____     A  nonprofit  educational  organization  described  in IRC  Section
         (170)(b)(1)(A)(ii) which is exempt from income tax under Section
         501(a).

____     A School which is operated as an activity of an organization described
         in IRC Section 501(c)(3) which is exempt from income tax under Section
         505(a), and operates as described in IRC Section 4253(j).

____     The U.S. government, government of a State, political subdivision of a
         state of the District of Columbia.

____     The American Red Cross or an international organization described in
         Internal Revenue Code Sections 7701(a)(18) and 4253(c).

____     A news service company of the type referred to in Internal Revenue
         Code Section 4253(b).

____     Diplomatic, consular or other officers of foreign governments
         temporarily residing in the United States who are nationals of the
         foreign country on a diplomatic mission.

____     The service will be used exclusively in the rendering of a
         communications services upon which tax is imposed by IRC Section 4251.
         It is understood that no tax will be collected by Supplier on charges
         for said service and that it will be the responsibility of the
         undersigned to collect such tax as may be due from its customers.

____     The service, which is defined in Section 4252(b)(2), is for use by a
         common carrier, telephone or telegraph company, or radio broadcasting
         station or network in the conduct of its business as such.

FOR THIS CERTIFICATE TO BE VALID YOU MUST CHECK ONE OF THE ABOVE BOXES, SIGN AND
DATE THE CERTIFICATE AND PROVIDE AN EFFECTIVE DATE. ANY MODIFICATIONS TO THE
ABOVE WILL RENDER THE CERTIFICATE NULL AND VOID.

THE EXEMPT STATUS OF THE UNDERSIGNED IS EFFECTIVE AS OF ______________________


Customer:                          FEDERAL TAX I.D. ___________________________

I swear under penalty of fines, imprisonment, or both, together with cost of
prosecution that the statement contained herein are true to the best of my
knowledge.

-------------------------------------------------------------------------------
Signature                        Title                              Date


                                      -56-

<PAGE>


EXHIBIT A - TAXES ON TELECOMMUNICATIONS SERVICES - SECTION 2. UNIFORM SALES &
USE TAX CERTIFICATION FORM


Issued to: IXC Communications Services, Inc., 1122 Capital of Texas Hwy. South,
Austin, Texas 78746-6426

Certify that:

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

is registered and/or identified with the below listed cities and/or states
within which your firm would deliver purchases to us and that any such purchases
are for wholesale, resale, ingredients or components of a new product to be
resold, leased, rented or used in the normal course of our business. We are in
the business of wholesaling, retailing, manufacturing, leasing, renting or
providing non-taxable services or products.

Check applicable box:  (___)  Single Purchase Certificate
                       (___)  Blanket Certificate

Is engaged as a registered (where applicable):  (____) Wholesaler
                                                (____) Lessor    (____) Retailer
                                                (____) Manufacturer
                                                (____) Exempt Organization Use
                                                (____) Other (Specify)
                                                                      ---------

Product or service rendered by Customer:
                                        ---------------------------------------


<TABLE>

<S>               <C>                                         <C>                  <C>
STATE             REGISTRATION OR I.D. NO.                    STATE                REGISTRATION OR I.D. NO.

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


I further certify that if any property so purchased tax free is used or consumed
by the firm as to make it subject to a sales or use tax we will pay the tax due
direct to the proper taxing authority when state law so provides or inform the
seller for added tax billing. This certificate shall be part of each order which
we may hereafter give to you, unless otherwise specified, and shall be valid
until canceled by us in writing or revoked by the city or state.

Exemption Claimed:  (___) Resale    (___) Federal Government
                    (___) Exempt Organization    (___) State & Local Government
                    (___) Direct Payment Permit
                    (___) Other (Specify)
                                         ------------------

I swear and affirm that the information on this form is true and correct as to
every material matter.




-------------------------------------------------------------------------------
Signature                       Title                                   Date



                                      -57-
<PAGE>

                             IXC SERVICE SUPPLEMENT
                    CUSTOMER PREMISE EQUIPMENT (CPE) SERVICES

1. CPE ITEMS TO BE RENTED OR PURCHASED; RATES AND PRICES. The CPE items to be
   rented or purchased under this Agreement are set out on the applicable
   service order form (the "Service Order Form") incorporated herein by
   reference. The applicable rental rates or purchase prices and any applicable
   deposits and/or installation fees are as set out on the Pricing Summary
   attached hereto as Exhibit "A" unless otherwise specified and agreed to in
   the Service Order Form. Such rates and prices are exclusive of any sales tax
   or duty which Customer may be required to pay on order transactions, and
   Supplier shall include these separate items in its invoice to Customer.
   Supplier reserves the right to increase the applicable rates set out in the
   Pricing Summary upon thirty (30) days prior written notice to Customer;
   provided, however, that if Supplier increases the rates set out in the
   attached Pricing Summary by more than twenty percent (20%) on an annualized
   basis, Customer may terminate this Agreement upon thirty (30) days prior
   written notice to Supplier (during which 30 day period Supplier may, in its
   sole discretion, choose to alter such rate increase below 20% and prevent
   termination).

2. RENTAL TERM/FINANCING TERM. If Customer is renting or financing CPE under
   this Agreement, the Rental Term or Financing Term (as the case may be) shall
   commence on the Effective Date of this Agreement (or the applicable Service
   Order Form, as the case may be) and shall continue through the rental or
   financing term specified in the Service Order Form. Upon the expiration of
   any Rental Term hereunder, this Agreement shall renew and continue (with
   respect to such rented CPE) on a month to month basis unless terminated by
   either party upon at least thirty (30) days prior written notice; provided,
   however, that such month to month renewal shall be subject to Supplier's then
   current rates, fees and charges. Unless otherwise agreed to in writing by
   both Supplier and Customer, the modification or termination of this Agreement
   shall not affect the rights or obligations of either party under any order
   accepted by Supplier prior to the effective date of such modification or
   termination.

3. CPE ORDERS. All CPE orders shall be subject to acceptance by Supplier, which
   acceptance (or rejection) by Supplier shall be in Supplier's sole and
   absolute discretion. Customer's CPE order may not be modified, postponed or
   cancelled without the prior written consent of Supplier. If Customer cancels
   any CPE order after shipment (with the prior written consent of Supplier),
   Customer shall be subject to a reasonable restocking charge, which shall
   include, but not be limited to, all CPE return shipping costs.

4. INVOICING; PREPAYMENT.

   A. If Customer is renting or financing CPE under this Agreement, Supplier may
   invoice the Customer monthly and in advance for CPE rental or financing
   charges due and payable under this Agreement. Additional installation,
   maintenance service, time and material charges, or any other applicable
   charges may be invoiced from time to time as appropriate.

   B. If Customer is financing CPE under this Agreement, Customer may prepay all
   or any portion of the outstanding balance of the CPE at any time prior to the
   end of the CPE's Financing Term, and such outstanding balance will be
   credited accordingly; provided, however, that if Customer is past due on any
   fees, charges or other amounts whatsoever owed to Supplier at the time of any
   payment by Customer, such payment shall be applied first to such past due
   amounts and thereafter to the outstanding balance of the CPE financed
   hereunder.

   C. Supplier's willingness to finance the CPE hereunder is contingent upon
   Customer maintaining a reasonably acceptable credit rating. Accordingly,
   should Supplier reasonably deem the timely payment by Customer of its
   obligations hereunder to be insecure, Customer shall pay the entire
   outstanding balance of the financed CPE upon thirty (30) days written notice
   from Supplier.

5. CPE UPGRADES.

   A. UPGRADE OF RENTED CPE. If Customer is renting CPE from Supplier under this
   Agreement, Supplier retains ownership of the CPE and reserves the right to
   substitute equivalent equipment, at no cost to Customer, at any time during
   the CPE's Rental Term. Upon Customer's request, Supplier will provide
   upgraded CPE, at the then prevailing rates and installation fees, at any time
   during the Rental Term. To upgrade such rented CPE, Customer must execute a
   new Service Order Form and return the original rented CPE to Supplier in good
   and working condition. Upon a Customer's written request, Supplier will also
   provide a maximum of two (2) free router software upgrades per year.

                                      -58-

<PAGE>

   B. UPGRADE OF PURCHASED CPE. If Customer is purchasing CPE from Supplier
   under this Agreement, Customer may purchase upgraded CPE by executing a new
   purchase order. If Customer returns the originally purchased CPE to Supplier
   in good and working condition, Supplier will issue a purchase credit on
   Customer's new order in the amount of (i) forty percent (40%) of the
   originally purchased CPE sales price if Customer has owned the CPE for not
   more than one (1) year or (ii) fifteen percent (15%) of the originally
   purchased CPE sales price if Customer has owned the CPE for more than one (1)
   year but less than two (2) years.

6. CPE MAINTENANCE.

   A. The CPE maintenance services to be provided by Supplier to Customer under
   this Agreement (if any) are as set out on the Service Order Form. Such CPE
   maintenance services shall be for hardware only (i.e., software configuration
   shall not be covered).

   B. If Customer is financing the purchase of CPE, Customer must purchase
   maintenance services from Supplier for the duration of the financing term.

   C. If Customer is renting CPE, Supplier will provide maintenance services for
   the rented CPE as set out on the Service Order Form at no additional charge.

   D. If Supplier fails to perform a maintenance commitment in the manner set
   out in this Agreement (including, but not limited to, Supplier's failure to
   meet the response/restore time parameters set out herein), Supplier will
   credit Customer's account in the amount of the following month's maintenance
   charge. However, Supplier shall have no further liability to Customer for the
   failure to meet such maintenance commitment; accordingly, such crediting of
   Customer's account shall be deemed to be Customer's sole and exclusive
   remedy.

   E. If Customer does not contract for maintenance services under this
   Agreement but subsequently desires to obtain an ad hoc CPE maintenance/repair
   service from Supplier, Supplier shall not be required to perform such ad hoc
   maintenance/repair service but may do so in its sole in absolute discretion.
   Any ad hoc maintenance/repair service performed by Supplier for a Customer
   not under contract for maintenance services will be billed at Supplier's then
   prevailing rates for such ad hoc maintenance/repair service.

7. INDEMNITY. Any liability or obligation of Supplier under the Indemnity
   provisions set out in the Master Service Agreement shall be expressly
   conditioned on the following: (1) the claim or suit does not arise from any
   Customer modification of the CPE and (2) the claim or suit does not arise
   from the combination of product(s) provided by Supplier with product(s)
   provided by Customer.

8. ADDITIONAL DEFAULT PROVISIONS. In the event of default by Customer, the
   parties hereto specifically acknowledge that Supplier shall have the right to
   repossess any rental CPE or financed CPE not paid in full (in addition to any
   other default remedies provided in the Master Service Agreement), and
   Customer shall be liable for any restocking costs, shipping costs, or other
   applicable charges or damages incurred by Supplier.

9. SUBCONTRACTING. Supplier may, in its sole and absolute discretion,
   subcontract any or all of the work to be performed under this Agreement,
   including, but not limited to, installation and maintenance services.

10. NO WARRANTY BY SUPPLIER.

   If Customer is renting CPE or financing the purchase of CPE under this
   Agreement, Supplier shall retain all manufacturer's product warranties, and
   upon notice from Customer, will pursue any valid claims under warranty for
   Customer's benefit. If Customer has purchased CPE without financing, or in
   the case of financed CPE, upon Customer's payment in full of the outstanding
   balance of such financed CPE, Supplier will assign to Customer all product
   warranties (if any) issued by the CPE manufacturer (to the extent such
   warranties are assignable). THE ABOVE MENTIONED MANUFACTURER'S WARRANTIES ARE
   IN LIEU OF ANY WARRANTY BY SUPPLIER, EXPRESS OR IMPLIED; THAT IS, NO
   WARRANTIES, EXPRESS OR IMPLIED, ARE PROVIDED BY SUPPLIER TO CUSTOMER OTHER
   THAN THE ASSIGNMENT OF MANUFACTURER'S WARRANTIES DESCRIBED ABOVE, AND
   SUPPLIER SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
   FOR A PARTICULAR PURPOSE. IF NO MANUFACTURER'S WARRANTY IS SHIPPED WITH THE
   PRODUCTS OR LICENSED MATERIALS, THEN SUCH PRODUCTS OR LICENSED MATERIALS ARE
   PROVIDED TO CUSTOMER "AS IS."

   VERSION 1, 7.14.99

                                      -59-

<PAGE>

     LIST OF EXHIBITS

     EXHIBIT A - CPE RATES



                                      -60-
<PAGE>


                             IXC SERVICE SUPPLEMENT
                      DATA COLLOCATION & BANDWIDTH SERVICES


1. TERM. Unless otherwise agreed to, this Agreement shall commence on that
   certain date set out in the applicable service order form (the "Service Order
   Form") incorporated herein by reference, and shall continue for that certain
   term (the "Term") set out in such Service Order Form. Unless extended or
   earlier terminated pursuant to its terms,this Agreement shall be
   automatically extended at the expiration of the initial Term on a
   month-to-month basis unless: (i) earlier terminated in accordance with the
   terms set out herein or (ii) written notice is given by either party at least
   thirty (30) days before such expiration stating that such party does not
   consent to such extension. If Service(s) continue after expiration of the
   initial Term, Supplier may upon thirty (30) days written notice adjust the
   rates for such Service to its then current month-to-month rates.

2. COLLOCATION RIGHTS. Subject to the terms of this Agreement, Supplier grants
   Customer a license to enter the premises described in Exhibit A or otherwise
   described in the Service Order Form (in either case, the "Premises"), and to
   use the type and quantity of space provided by Supplier for Customer's
   equipment (the "Collocation Space"), as set out on the Service Order Form, at
   the location within the Premises designated by Supplier (the "Customer
   Area"), subject to the policies, procedures, and security requirements
   imposed by Supplier to protect the interest or property of Supplier, its
   other customers, assigns, grantees, or licensees. If, in Supplier's sole
   judgment, Customer violates or fails to comply with these policies,
   procedures, or security requirements, Supplier shall have the right to
   immediately disallow and prevent Customer from entering the Premises and to
   disconnect and remove any or all of Customers Equipment from the Premises.
   Customer shall designate certain qualified persons who will be the only
   persons given access to the Customer Area. All rights granted herein to
   Customer are subject to, if applicable, the signing of a confidentiality
   agreement(s) by Customer's designated persons. In consideration of such right
   to enter the Premises and to use the Collocation Space, Customer shall pay to
   Supplier (i) the applicable amounts described in Exhibit A, unless otherwise
   specified and agreed to by both parties in the applicable Service Order Form;
   and (ii) such additional amounts as may be mutually agreed upon in the
   Service Order Form.

3. BANDWIDTH RIGHTS.

   A. Subject to the terms of this Agreement, commencing on the Service
   Commencement Date and continuing during the Term hereof, Supplier hereby
   agrees to provide Customer the amount of Supplier's bandwidth (the
   "Bandwidth"), up to a maximum of One Hundred (100) Mbps, used by Customer
   measured in accordance with the provisions of Section 1.B. below, together
   with any other applicable options, all as set forth on such Service Order
   Form.

   B. In consideration of the Bandwidth being provided to Customer each month,
   Customer shall pay to Supplier, on a monthly basis, the amount equal to the
   base rate as set forth in Exhibit A (unless such rate is otherwise specified
   and mutually agreed upon in the applicable Service Order Form), multiplied by
   the number of "Utilization Units" used by Customer during that month. Each
   Utilization Unit is equal to a "Sustained Utilization" of one (1) Mbps over
   the course of a particular month. Sustained Utilization, which is determined
   by sampling the actual line utilization statistics every five (5) minutes,
   twenty-four (24) hours per day, seven (7) days per week, is the usage level
   (measured in Mbps) under which 95% of the samples fall. The amount of
   Sustained Utilization is rounded to the next highest one-tenth integer (e.g.
   1.11Mbps is rounded to 1.2Mbps) to determine the number of Utilization Units
   for the month. Notwithstanding the foregoing, as a minimum requirement each
   month, Customer shall pay Supplier at least the Minimum Monthly Charge for
   Bandwidth as set forth in Exhibit A during the Term of this Agreement.

   C. Supplier reserves the right to increase the amounts it charges Customer
   for Bandwidth in the event that Supplier's costs in obtaining bandwidth from
   its providers are increased during the Term of this Agreement. If the cost
   paid by Customer per Utilization Unit increases by more than twenty percent
   (20%) on an annualized basis, Customer may terminate this Agreement without
   any additional termination charge upon ninety (90) days' prior written notice
   to Supplier.

4. CONNECTION SERVICES. In consideration of the amounts described in Exhibit A
   for "Cross Connection," Supplier shall connect Customer's equipment to
   telecommunications circuits, or other collocated equipment or service to
   which Customer has been quoted access, located at the Premises, provided,
   however, that Customer has arranged for the delivery and installation at the
   Premises of the necessary telecommunications equipment and circuits. Customer
   shall be solely responsible for the delivery and installation of such
   telecommunications circuits. This connection service shall not be available
   if, Supplier determines, in its good faith business judgment, that the
   installation of such telecommunications circuits at the Premises is
   physically, electrically, or otherwise impractical.

5. OWNERSHIP OF THE PREMISES AND THE BANDWIDTH EQUIPMENT. As between the
   parties, Supplier retains all right, title, and interest in the Premises
   and the equipment of Supplier being utilized to provide the Bandwidth to
   Customer (the "Bandwidth Equipment"). The provision of the Bandwidth
   pursuant to Section 3 above does not constitute a sale of the Bandwidth
   Equipment or any computer, equipment or other piece of hardware or software
   relating thereto.

6. LIMITED WARRANTY. Supplier warrants that it will use commercially reasonable
   efforts to provide the amount of Bandwidth requested by Customer pursuant to
   Section 3


                                      -61-
<PAGE>


   above. For each continuous hour in a calendar month that the minimum
   Bandwidth specified in Exhibit A is unavailable, Supplier shall upon thirty
   (30) days written notice from Customer describing such outage, credit
   Customer's account for the following month in the amount of 1/30th of
   Customer's monthly recurring charge(s) as described on Exhibit A ("Bandwidth
   Credit") to the extent that such outage was not caused by the failure of
   equipment or systems provided by Customer or persons other than Supplier,
   including any provider of local access service to Supplier. Notwithstanding
   the foregoing, Customer shall not be entitled and shall not receive any
   Bandwidth Credit for unavailable bandwidth due to planned or routine
   maintenance, acts or omission of Customer or Customer's assigns, agents or
   customers including electronic or physical sabotage, or acts of force majeure
   as described in the attached Master Service Agreement. Furthermore, in no
   event shall any credit for a particular month exceed the then-current monthly
   recurring charge with respect to the affected Service.

7. PAYMENT; CUSTOMER RESPONSIBILITIES. Customer shall pay to Supplier the
   amounts due hereunder in U.S. dollars, without set-off or deduction and in
   accordance with Section 1 of the Master Service Agreement. Customer's first
   billing cycle shall begin five (5) business days after Supplier deposits in
   the mail notice to Customer that collocation space is available on the
   Premises. Customer shall be responsible for all taxes and withholdings,
   including any sales tax that Customer or its assigns may be liable for,
   relating to Services provided hereunder (excluding taxes on Supplier's net
   income).

   A. Customer shall ensure that all equipment it brings on the Premises will
   perform according to published technical specifications for all such
   equipment and complies with the specifications, policies, procedures, and
   security requirements provided by Supplier.

   B. Customer acknowledges that Supplier is not responsible for the manner in
   which the Bandwidth is used by Customer or any other person or entity
   Customer permits to access such Bandwidth or the Bandwidth Equipment (a
   "User"). Customer agrees that it will not, and will use its best efforts to
   ensure that any User will not, use or assist others in using the Bandwidth
   for illegal or improper purposes, including but not limited to transmission
   of any material in violation of any United States or state regulation,
   copyrighted material, material legally judged to be threatening or obscene,
   or material protected by trade secret, or interfere with or disrupt other
   users of the Bandwidth Equipment.

   C. Customer shall comply with all access and security procedures for the
   Premises, shall use its best efforts to ensure that all Users comply with
   such procedures, and shall monitor Users in order to ensure that all Users
   comply with such procedures. To the extent deemed reasonably necessary by
   Supplier in its good faith business judgment, Supplier may implement
   additional access and security procedures. Customer shall repair at its own
   cost any damage to the Premises caused by its employees or agents or by any
   User.

8. MAINTENANCE AND SUPPORT. During the term of this Agreement, Supplier shall
   provide the following maintenance and support: (i) Supplier shall use
   commercially reasonable efforts to maintain the Bandwidth Equipment,
   excluding all of Customer's equipment, in working condition; (ii) Supplier
   shall provide UPS and generator back-up service; (iii) Supplier shall provide
   24-hour, 7-day per week internal engineering support and ICMP monitoring; and
   (iv) Supplier may provide maintenance and support to Customer to handle
   Customer's equipment, software or other problems (that is, problems not
   relating solely to Supplier's services, equipment, software, personnel or
   property) at Supplier's then current maintenance rates. Any and all amounts
   payable to Supplier under this Section 9 shall be paid by Customer in
   compliance with the provisions of Section 7 above and Section 1 of the Master
   Service Agreement.

9. TERMINATION. This Agreement shall remain in effect until terminated in
   accordance with Section 1 or this Section 9, of this Agreement. Sections 5
   and 7 through 14 of this Agreement, as well as any accrued rights to payment
   and any remedies for breach of this Agreement, shall survive termination. In
   the event this Agreement is terminated due to the reason(s) set forth in this
   paragraph or Section 9.A, Customer shall be immediately liable for all
   amounts that would be due during the term of this Agreement had it not been
   terminated.

   A. Supplier may terminate this Agreement if (i) Customer fails to pay any
   amount which is due to Supplier under this Agreement within ten (10) days
   after receipt of written notice from Supplier of such delinquency or (ii)
   Customer fails to perform or comply with any other material term or condition
   of this Agreement within fifteen (15) days after receipt of written notice
   from Supplier of such failure.

   B. Customer may terminate this Agreement if Supplier fails to perform or
   comply with any material term or condition of this Agreement within fifteen
   (15) days after receipt of written notice from Customer of such failure.
   Subject to the provisions of Section 6 and except for amounts due to Supplier
   as of the date of termination, Customer shall have no further financial
   obligations to Supplier.

10. LIMITATION ON LIABILITY. IN ADDITION TO LIMITATIONS ON LIABILITY CONTAINED
   IN THE ATTACHED MASTER SERVICE AGREEMENT, SUPPLIER SHALL NOT BE LIABLE TO
   CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS
   AGREEMENT UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER
   THEORY FOR (i) INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL
   DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR HARM TO BUSINESS, LOST
   PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT SUPPLIER OR CUSTOMER
   HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (ii) ANY DAMAGE THAT
   CUSTOMER OR ANY USER MAY SUFFER ARISING OUT OF THE USE OF, OR THE INABILITY
   TO USE, THE BANDWIDTH UNLESS


                                      -62-

<PAGE>

   SUCH DAMAGE IS CAUSED BY AN INTENTIONAL OR GROSSLY NEGLIGENT ACT OF SUPPLIER,
   (iii) ANY LOSS OR INACCURACY OF DATA OR FOR THE COST OF PROCUREMENT OF
   SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (iv) DAMAGES OR DELAYS DUE TO
   FORCE MAJEURE AS DESCRIBED IN THE ATTACHED MASTER SERVICE AGREEMENT.

   A. THE FOREGOING LIMITATION SHALL NOT APPLY TO A BREACH BY EITHER PARTY OF
   SECTION 23 OF THE ATTACHED MASTER SERVICE AGREEMENT.

   B. SUPPLIER SHALL NOT BE RESPONSIBLE FOR (i) SERVICE IMPAIRMENTS CAUSED BY
   ACTS WITHIN THE CONTROL OF CUSTOMER, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS,
   SUPPLIERS OR USERS, (ii) INTEROPERABILTY OF SPECIFIC CUSTOMER APPLICATIONS,
   (iii) INABILITY OF CUSTOMER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE
   PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE
   INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE
   INTERNET, (iv) INTERACTION WITH OTHER SERVICE PROVIDERS, NETWORKS, USERS OR
   INFORMATIONAL OR COMPUTING RESOURCES THROUGH THE INTERNET, (v) SERVICES
   PROVIDED BY OTHER SERVICE PROVIDERS, OR (vi) PERFORMANCE IMPAIRMENTS CAUSED
   ELSEWHERE ON THE INTERNET.

   C. SUPPLIER DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING
   THE USE, OR THE RESULTS OF THE USE, OF THE BANDWIDTH OR DOCUMENTATION IN
   TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

11. INDEMNIFICATION. In addition to Section 10 of the attached Master Service
   Agreement, Customer shall indemnify, defend and hold harmless Supplier and
   its directors, officers, employees, subcontractors and agents (individually,
   a "Supplier Indemnitee") from any and all liabilities, damages and costs,
   including, but not limited to, amounts paid in settlement and expenses
   (including reasonable attorneys' fees) and advance expenses to such persons,
   arising out of or in connection with, any claim, suit or proceeding brought
   by a third party against Supplier Indemnitee arising out of or resulting from
   or in connection with or relating to (i) the use of or inability to use the
   Bandwidth by Customer or any User or (ii) the content of information or data
   provided or transmitted by any User or Customer in connection with the
   Service hereunder. Supplier shall promptly notify Customer of any and all
   threats, claims, suits and/or proceedings which may be subject to the
   provisions of this Section 10 and shall provide reasonable assistance and the
   opportunity to assume control over the defense and/or all negotiations for a
   settlement or compromise.

12. NOTICES. Notices under this Agreement shall be sufficient only if personally
   delivered, delivered by a major commercial rapid delivery courier service
   with tracking capabilities or mailed by certified or registered mail, return
   receipt requested, to a party at its address as set forth in the attached
   Master Service Agreement or as subsequently amended. If not received sooner,
   notice by mail shall be deemed received five (5) days after deposit in the
   U.S. mails.

13. MISCELLANEOUS. This Agreement (including the initial Service Order Form and
   any subsequent applicable Service Order Forms accepted by Supplier)
   constitutes the entire agreement between the parties with respect to the
   subject matter hereof and supersedes all proposals, oral or written, all
   negotiations, conversations, or discussions between the parties hereto
   relating to the subject matter hereof and all past dealings or industry
   custom. Supplier's obligations under this Agreement shall be solely to
   Customer and not to any third party. This Agreement shall not be deemed to
   provide any third parties with any claim, right of action, remedy or other
   right.

   A. The failure of either party to enforce its rights under this Agreement at
   any time for any period shall not be construed as a waiver of such rights.

   B. In the event that any provision of this Agreement shall be determined to
   be illegal or unenforceable, that provision will be limited or eliminated to
   the minimum extent necessary so that the remaining provisions of this
   Agreement shall remain in full force.

   C. Headings herein are for convenience of reference only and shall in no way
   affect interpretation of the Agreement.

   D. Except as otherwise expressly stated in this Agreement, the rights and
   remedies of a party set forth herein with respect to any failure of the other
   party to comply with the terms or conditions of this Agreement (including,
   without limitation, rights of full termination of this Agreement) are not
   exclusive, the exercise thereof shall not constitute an election of remedies
   and the aggrieved party shall in all events be entitled to seek whatever
   additional remedies may be available in law or in equity.

   E. All references in this Agreement to "days" shall mean calendar days.

14. CONFIDENTIALITY. Customer shall not disclose any Confidential Information as
   that term is defined in the attached Master Service Agreement.

15. SPAMMING POLICY. Supplier will not tolerate the practice of spamming, the
   transmission of unsolicited electronic mail. Customer or Customer's
   Affiliates may not send unsolicited electronic mail on Supplier's network.
   Customer or Customer's Affiliates may not send unsolicited electronic mail
   that includes Supplier's logos, trade marks, service marks, CIC codes, or any
   variation thereof. Acts of spamming by Customer or Customer's Affiliates
   shall result in the immediate termination of Service. Customer and Customer's
   Affiliates shall indemnify and hold harmless Supplier for spamming activities
   caused by End-Users of Customer or its Affiliates using Supplier's network.
   Supplier shall have the authority to terminate Service provided to an
   End-User of Customer or its Affiliates in the event that Supplier is
   officially notified that such End-User


                                      -63-

<PAGE>


   is or has conducted spamming activities. Supplier shall not (i) have any
   obligation or liability to the Customer or any End-User of Customer for any
   unlawful or improper use of the Service by and End-User; nor (ii) have any
   duty or obligation to exercise control over the use of, or the content or
   information passing through the Service.



                                        VERSION 1, 6.23.99

LIST OF EXHIBITS

EXHIBIT A                            COLLOCATION & BANDWIDTH SERVICES RATES



                                      -64-

<PAGE>


                         IXC SWITCHED SERVICE SUPPLEMENT
                                XCLUSIVE SERVICES

1. SCOPE. Supplier: (i) shall use its best efforts to start provisioning of
   Services (such services, together with the use of the IXC Online Software,
   are referred to as the "Services") to Customer on or before the Service
   Commencement Date, which is scheduled to be the first date of order
   activation; and (ii) is authorized to act as Customer's agent in placing
   orders with other carriers in order to provide telecommunications services,
   if requested. Usage charges ("Usage Charges") hereunder shall be based on:
   (i) the rates for Services set forth in Exhibit A, as applicable; and (ii)
   actual usage of Supplier's network from establishment of a connection between
   the calling telephone and the called telephone to termination, as determined
   by Supplier. Customer's use of the IXC Online Software shall be provided
   pursuant to the Software License Agreement attached hereto as Exhibit B.

2. TERM. This Agreement is for a term of one (1) year commencing on the
   Effective Date, unless extended or earlier terminated pursuant to its terms.
   This Agreement shall be automatically extended at the expiration of the
   initial term on a month-to-month basis unless: (i) earlier terminated; or
   (ii) written notice is given by either party at least thirty (30) days before
   such expiration that such party does not consent to such extension. If
   Service continues after expiration of the initial term, Supplier may upon
   thirty (30) days' written notice adjust the rates for Service to its then
   current month-to-month rates.

3. CUSTOMER RESPONSIBILITIES.

   A. GENERAL DUTIES. Customer shall use its best efforts to solicit and market
   the Services in accordance herewith and with applicable law. Customer shall
   at all times conduct its efforts in a commercially reasonable and ethical
   manner. Customer shall pay all its expenses in connection with its business
   and its performance hereunder. Customer shall provide its own billing and
   customer service to its customers ("End-Users").

   B. RECORDS. Customer will maintain documents and records supporting
   Customer's re-sale of Service, including, but not limited to, an appropriate
   and valid Letter of Agency ("LOA") from each End-User for a period of not
   less than twenty-four (24) months or such other longer period as may be
   required by applicable law, rule or regulation. Valid proof of authorization
   includes an exact match of the name and telephone number on the LOA completed
   by the person authorized to make the switch or the actual tape of
   authorization in compliance with applicable Federal Communications Commission
   ("FCC") and state regulations. Customer must obtain a signed LOA from each
   End-User utilizing 800 service. Customer shall make originals available upon
   request of Supplier, any local exchange carrier ("LEC") or any regulatory
   agency within four (4) business days. A Customer is responsible for providing
   LOA's for its agents or resellers. Customer shall indemnify Supplier for any
   costs, charges or expenses incurred by Supplier arising from disputes
   involving Service to be provided to Customer for which Customer cannot
   produce an appropriate LOA relevant to the ANI and PIC Charge in question, or
   when Supplier is not reasonably satisfied that the validity of a disputed LOA
   has been resolved.

   C. LEC PRIMARY INTEREXCHANGE CARRIER CHANGE CHARGES ("PIC CHARGES"). Customer
   shall be responsible for PIC Charges that may be imposed on Supplier as a
   result of End-Users moving onto or off of the Supplier's network. In the
   event of a dispute regarding a transfer to the Supplier's network, including,
   but not limited to those resulting from Customer's inability or refusal to
   provide original End-User LOA's when requested, Customer shall pay Supplier
   such PIC Charges, and any other expenses or damages suffered by Supplier
   relating to any such transfer. To the extent Customer makes any statements or
   representations to third parties (including End-Users) with regard to
   Supplier, the Services, or the terms hereof, such statements or
   representations shall be true and not misleading. When applicable, Customer
   will be responsible for notifying each End-User, in writing (or by any other
   means approved by the FCC that: (i) a transfer charge will be reflected on
   such End-User's LEC bill for effecting a change in primary interexchange
   carriers, (ii) the entity name under which such End-User's interstate,
   intrastate and/or operator services will be billed (if different from
   Customer), and (iii) the "primary" telephone number(s) to be used for
   maintenance and questions concerning such End-User's long distance service
   and/or billing. Customer shall send Supplier a copy of the documentation
   Customer uses to satisfy the above requirements promptly upon request.
   Supplier may change the foregoing requirements at any time in order to
   conform with applicable FCC and state regulations. Notwithstanding the
   foregoing, however, Customer shall be solely responsible for ensuring that
   the transfer of End-Users to the Supplier's network conforms with applicable
   FCC and state regulations, including, without limitation, the regulations
   established by the FCC with respect to verification of orders for long
   distance service.

   D. SLAMMING POLICY. Supplier will not tolerate the practice of slamming, the
   intentional, unauthorized transfer of a customer's local or long distance
   service provider. Customer is responsible for resolving end user slamming
   complaints received by Customer or by Supplier on behalf of Customer;
   Supplier will not investigate or resolve slamming complaints brought by an
   End-User against Customer. If Supplier receives a slamming complaint from a
   regulatory body (FCC, state commissions, Federal and state counsel) against
   Customer and Customer is unable to provide Supplier with a valid LOA, then
   Customer will be required to pay an Unauthorized Carrier Change Charge of
   $200 for each unauthorized PIC change. This charge is to cover the
   administrative costs for processing the complaint and is in addition to any
   fines or penalties assessed by a state or federal regulatory agency, such
   fines or penalties also being the responsibility of


                                      -65-

<PAGE>

   the Customer. Continued acts of slamming by Customer shall be considered
   grounds for revoking any and all contracts with Customer and further refusing
   to provide service to Customer.


   E. CRAMMING POLICY. Supplier will not tolerate the practice of cramming, the
   intentional, unauthorized addition of services on a customer's bill. Customer
   may not submit for billing on the End-User customer's telephone bill charges
   other than those for products or services that are authorized by the end user
   customer and those that are required by regulatory or governmental
   authorities. When Customer submits such a change order, Customer shall
   provide to Supplier adequate proof of authorization and compliance within
   four (4) business days after Supplier requests a copy in writing. Continued
   acts of cramming or non-compliance will be grounds for service refusal and
   termination of all contracts. If Supplier receives a cramming complaint from
   a regulatory body (FCC, state commissions, Federal and state counsel)
   involving Customer, Supplier will assess Customer an Unauthorized Service
   Change Charge (USCC) of $200 for each complaint. Supplier will not assess the
   USCC for complaints where valid authorization was obtained and furnished to
   Supplier within four (4) business days. Valid authorization is defined as one
   of the following: (i) A voice recording of the entire and actual conversation
   with the End-user Customer; (ii) A written and signed document; or (iii) A
   voice recording of independent third party verification. The documented
   authorization should contain, at a minimum, the information required by the
   FCC and applicable state regulations.

   The documented authorization should be retained for a period of not less than
   two (2) years. If Customer resells Supplier's services through other
   companies or agents Customer will be responsible for any complaints caused by
   Customer's resellers or agents.

   F. FORECASTS. Before Customer's initial order for Service, Customer shall
   provide Supplier with a forecast covering a good faith estimate of the
   monthly traffic volume and distribution for the ordered Services so as to
   enable Supplier to configure optimum network arrangements. Customer shall
   thereafter provide notification to Supplier of any significant increases in
   its traffic volumes and distribution. Supplier shall provide Customer with
   any information reasonably requested to help Customer with its forecasts.

4. EXCLUDED ANIs. Supplier has the right to reject any automatic number
   identifier ("ANI") supplied by Customer for any of the following reasons: (i)
   Supplier is not authorized to provide or does not provide long distance
   services in the particular jurisdiction in which the ANI is located; (ii) a
   particular ANI submitted by Customer is not in compliance with Supplier's
   then-current format, which shall be made available to Customer upon request;
   (iii) Customer is not certified to provide long distance services in the
   jurisdiction in which the ANI is located; (iv) Customer is in default of this
   Agreement; (v) Customer fails to cooperate with Supplier in implementing
   reasonable verification processes determined by Supplier to be necessary or
   appropriate in the conduct of business; or (vi) any other circumstance
   reasonably determined by Supplier which could adversely affect Supplier's
   performance under this Agreement or Supplier's general ability to transfer
   its other customers or other End-Users to the Supplier's network, including
   without limitation, Supplier's ability to electronically effect PIC changes
   with the LEC's. However, whether or not Supplier is electronically connected
   to the LEC's, Supplier shall issue PIC orders on behalf of Customer. In the
   event Supplier rejects an ANI, Supplier will use its best efforts to notify
   Customer within forty-eight hours of its decision specifically describing the
   rejected ANI and the reason(s) for rejecting that ANI. Further, any ANI
   requested by Customer for Service may be deactivated by Supplier after five
   (5) days' written notice to Customer if no Service billings relevant thereto
   have been generated in any prior period of three (3) consecutive calendar
   months.

5. FRAUDULENT CALLS. Customer shall indemnify and hold Supplier harmless from
   all costs, expenses, claims or actions arising from fraudulent calls of any
   nature which may comprise a portion of the Service to the extent that the
   party claiming the call(s) in question to be fraudulent is (or had been at
   the time of the call) an End-User of the Service through Customer or an
   End-User of the Service through Customer's distribution channels. Customer
   shall not be excused from paying Supplier for Service provided to Customer or
   any portion thereof on the basis that fraudulent calls comprised a
   corresponding portion of the Service. In the event Supplier discovers
   fraudulent calls being made (or reasonably believes fraudulent calls are
   being made), nothing contained herein shall prohibit Supplier from taking
   immediate action that is reasonably necessary to prevent such fraudulent
   calls from taking place, including without limitation, denying Service to
   particular ANI's or terminating Service to or from specific locations.
   Supplier shall use reasonable efforts to notify Customer in the event
   Supplier takes action upon discovery of fraudulent calls. In the event
   Customer discovers fraudulent calls being made (or reasonably believes
   fraudulent calls are being made), Customer shall notify Supplier as soon as
   possible at 1-800-353-3678.

6. RATE CHANGES / SERVICE MODIFICATIONS.

   A. Supplier reserves the right to eliminate Services and/or modify charges
   for Services upon not less than thirty (30) days' written notice to Customer
   for domestic Services and upon not less than seven (7) days' written notice
   to Customer for international Services, which notice will state the effective
   date for the elimination or modification.

   B. HIGH COST TERMINATION/ORIGINATION. Customer will maintain at least 80% of
   the originating and 80% of the terminating minutes (during any calendar month
   or pro-rata portion thereof) in the low cost services areas as defined in
   Exhibit C. Supplier shall have the right to apply a $0.03 per minute
   surcharge to the number of originating minutes and apply a $0.03 per minute
   surcharge to the number of terminating minutes which low cost
   origination/termination does not exceed 80% of the total monthly Service and
   a $0.05 per minute


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<PAGE>

   surcharge to the number of high cost originating and terminating minutes
   which exceeds 50% of total monthly Service.

   Low Cost Origination or Termination is defined as all international calls and
   domestic calls to or from any NPA.NXX associated with the Operating Company
   Numbers listed in Exhibit C.

   C. MINIMUM USAGE. In the event Customer fails to utilize an average of at
   least 40,000 minutes of traffic per DS-1 per month, Supplier may, upon thirty
   (30) days' written notice to Customer, disconnect such under-utilized DS-1
   without liability to Customer. During such time as such DS-1 is
   under-utilized, or if Customer requests that such under-utilized DS-1 not be
   disconnected, an under-utilization fee per DS-1 will be applied to the
   monthly invoice based on the schedule set forth in Exhibit A.

7. INVOICE & RATES.

   A. DUE DATE. Usage Charges are billed and payable following the period in
   which actual usage has been incurred. All Usage Charges contained in this
   Agreement are calculated according to the rates set forth in Exhibit A
   attached hereto.

   B. VOLUME RATES. Subject to the terms and conditions herein, Customer shall
   pay for any Services hereunder at the rate reflected in Exhibit A based upon
   Customer's total monthly usage.

8. CALCULATION OF CALL DURATION. Supplier will calculate call duration for Call
   Detail Records ("CDR's") which will be sent to Customer by Supplier for
   Customer to rebill Customer's End-Users, based upon the then-current IXC
   On-line software specifications. Customer will be billed according to the
   rates in the attached exhibits based on call duration of each CDR. Call
   duration for outbound services will be from answer supervision of the called
   party to disconnect. Call duration for inbound service will be from trunk
   seizure of the Customer's platform to disconnect. CDR's, upon request by
   Customer will be sent by Supplier within five (5) business days from the end
   of the month in which service is rendered. Customer shall choose to have the
   CDR's delivered either by electronic transmission or by CD ROM and shall pay
   for such delivery according to the schedule set forth in Exhibit A. CDR's
   shall be made available for up to one (1) year from the date of service. The
   information format of the CDR's is included in the User Guide and is subject
   to change from time to time at Supplier's sole discretion.

   VERSION 2, 6.17.99

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