Exhibit 10.1


                             Wholesale DSL Agreement


     This Wholesale DSL Agreement (the  "Agreement") is made and entered into as
of   11/17/2005   (the   "Effective    Date"),    by   and   between   BellSouth
Telecommunications,  Inc. ("BellSouth"),  a Georgia corporation, with offices at
675 W. Peachtree St., Atlanta,  Georgia 30375, and [NSP], a Georgia corporation,
with offices at 4343  Shallowford  Rd. B-2,  Marietta,  GA 30062  (BellSouth and
[NSP] may be referred to herein  individually  as "Party"  and  collectively  as
"Parties")


         NSP = Synkronus, Inc. dba Speedfactory

         Whereas, BellSouth offers wholesale DSL, as more particularly described
in Attachment A (the "Service") to network service providers; and

         Whereas,  [NSP] is a network service  provider that desires to purchase
the Service from BellSouth.

         NOW,  THEREFORE,  for  and  in  consideration  of the  promises  herein
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


1.   PROVISION OF SERVICE

BelISouth  shall provide the Service,  when and where  available and [NSP] shall
purchase the Service pursuant to the terms of this Agreement and the Attachments
hereto.  (Use of the defined term "Agreement"  herein shall be deemed to include
all Attachments.")

2.   TERM

This Agreement shall commence on the Effective Date and shall continue in effect
from the Effective  Date and shall continue in effect for two (2) years from the
Effective  Date ("Initial  Term") unless  terminated as a result of a default as
set forth  below,  or by mutual  agreement  of the Parties in writing.  The term
shall automatically renew on a month-to-month  basis ("Renewal Term") at the end
of the Initial  Term;  provided,  however,  either  Party may provide  notice of
non-renewal to the other Party no later than thirty (30) days before  expiration
of the Initial Term or any Renewal Term.

3.   TERMINATION; REFUSAL OF NEW SERVICE

(a) BellSouth may terminate this  Agreement if [NSP]:  (i) breaches any material
term,  condition,  or obligation of this Agreement and fails to cure such breach
within thirty (30) days after written notice of such breach; or (ii) becomes the
subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, or
liquidation  proceeding,  makes an assignment  for the benefit of creditors,  or
admits in writing its inability to pay debts when due. (Subsections (i) and (ii)
may be referred to collectively herein as an "Event of Default.")

(b)  Upon an Event of Default,  BellSouth  may, in its sole  discretion,  and in
lieu of  termination,  elect to refuse  orders for new Service  and/or refuse to
complete  pending  orders for Service until such time as the Event of Default is
cured.  Such  election  to refuse  orders for  Service  shall not be a waiver of
BellSouth's right to terminate under Section 3(a), above. In the event BellSouth
elects to refuse orders for Service,  and thereafter  desires to terminate under
Section  3(a),  BellSouth  shall send  written  notice to [NSP] of its intent to
terminate,  and if the Event of Default continues,  BellSouth may terminate this
Agreement on or after fifteen (15) days from the date of such notice.

(c)  Upon  termination or expiration of this  Agreement,  BellSouth will disable
[NSP]'s  ability  to  order  Services;  will  disconnect  all  Services  ordered
hereunder;  and all applicable charges,  including  termination  charges,  shall
become due.

4.   RATES AND CHARGES

The rates and charges  payable by [NSP] for the
Service  shall be as set forth in  Attachment  B, which is  attached  hereto and
incorporated herein by this reference. Rates may be subject to Promotions as set
forth in Attachment C, which is attached hereto and incorporated  herein by this
Reference. BellSouth will bill [NSP] monthly for the Service. Payment, including
amounts  disputed  pursuant to Section 11, below,  is due thirty (30) days after
the bill or invoice date.  If any payment due  hereunder is not received  within
the date  stated on the bill or  invoice,  BellSouth  may assess a late  payment
charge of 1% per month.

5.   TRANSPORT SERVICES.
[NSP] shall be responsible  for obtaining  pursuant to  BellSouth's  tariffs all
necessary  transport  elements  required  for use with the  Service.  The tariff
rates,  terms and  conditions  shall govern such  purchases.

6.   DISCLAIMER OF LIABILITY; LIMITATION OF LIABILITY.

(a)  BellSouth's liability, if any, for its willful misconduct is not limited by
this  Agreement.  With  respect to any other  claim or suit by [NSP],  or by any
others,  for damages  associated with the installation,  provision,  preemption,
termination,   maintenance,   repair  or  restoration  of  Service,  BellSouth's
liability shall not exceed an amount equal to the  proportionate  charge for the
Service for the period during which the Service was affected.

(b)  BellSouth  shall not be liable for any act or omission of [NSP],  nor shall
BellSouth hold liable [NSP] for BellSouth's own act or omission.

(c)  EXCEPT FOR [NSP]'s  INDEMNIFICATION  OBLIGATIONS,  BELOW, NEITHER [NSP] NOR
BELLSOUTH  SHALL HAVE ANY LIABILITY TO THE OTHER FOR LOST PROFITS OR INCIDENTAL,
CONSEQUENTIAL,  INDIRECT OR SPECIAL DAMAGES UNDER THIS AGREEMENT,  REGARDLESS OF
WHETHER SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(d)  In the event an arbitration panel or court should hold that the limitations
of  liabilities as set forth in this  Agreement,  or any portions  thereof,  are
unenforceable  for any  reason,  or that  any of  [NSP]'s  remedies  under  this
Agreement fail of their essential purpose,  [NSP] expressly agrees that under no
circumstance  shall  BellSouth's  total liability to [NSP] or any party claiming
by, through or under [NSP] for any cause whatsoever,  and regardless of the form
of  action,  whether  in  contract  or in  tort,  including  negligence,  in the
aggregate,  exceed the amount of charges  paid or to be paid by [NSP] for use of
the  Service  during  the period in which  [NSP]  purchased  Service  under this
Agreement.

7.   LIMITATION AND DISCLAIMER OF WARRANTIES.

NEITHER  BELLSOUTH  NOR  ANY OF ITS  UNDERLYING  SERVICE  PROVIDERS,  LICENSORS,
EMPLOYEES,  OR AGENTS  WARRANT THAT THE SERVICE WILL BE  UNINTERRUPTED  OR ERROR
FREE; NOR DOES BELLSOUTH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS,  LICENSORS,
EMPLOYEES, OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE
OF THE SERVICE.  UNLESS EXPRESSLY STATED TO THE CONTRARY HEREIN,  THE SERVICE IS
PROVIDED ON AN "AS IS", "AS  AVAILABLE"  BASIS  WITHOUT  WARRANTIES OF ANY KIND,
EITHER  EXPRESS OR IMPLIED,  INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR
IMPLIED  WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE OR
OTHERWISE,  OTHER  THAN  THOSE  WARRANTIES  (IF ANY)  WHICH ARE  IMPLIED  BY AND
INCAPABLE OF EXCLUSION,  RESTRICTION,  OR MODIFICATION UNDER THE LAWS APPLICABLE
TO  THIS  AGREEMENT,   ALL  SUCH  WARRANTIES  BEING  EXPRESSLY  DISCLAIMED.

8.   INDEMNIFICATION

(a)  Provided  that  BellSouth  is  promptly  notified  in writing of any action
brought  against  [NSP]  based on a claim that the  Service  infringes  a United
States patent,  copyright,  trademark,  or other  intellectual  property  right,
BellSouth  will  indemnify  [NSP] for all its  directly  related and  reasonably
incurred expenses,  including  reasonable  attorneys fees, defend that action at
its expense and will pay any and all fees,  costs or damages that may be finally
awarded in that action  and/or a settlement  resulting  from it  (provided  that
[NSP] shall permit BellSouth to have sole control over the defense or settlement
of such  action;  NSP shall not make any  compromise,  admission of liability or
settlement or take any other action  impairing the defense of such claim without
BelISouth's  prior written  approval;  and NSP shall cooperate with BellSouth in
all reasonable ways to facilitate the settlement or defense of any claim).  If a
final injunction is obtained against [NSP]  prohibiting  usage of the Service by
reason of infringement of a United States patent, copyright, trademark, or other
intellectual  property right, or if in BellSouth's opinion the Service is likely
to become subject to a valid and enforceable  claim of  infringement,  BellSouth
will, at its option,  either:  (1) at its expense procure the right for [NSP] to
continue   using  the  Service;   ;  (2)  modify  the  Service  so  that  it  is
non-infringing;  (3) return the price paid for the Service;  or (4) direct [NSP]
to cease using the Service.  In the latter event,  the Service  shall  terminate
immediately.

(b)  [NSP] will indemnify and save harmless BellSouth from and against all loss,
liability,  damage,  and expense,  including all reasonable counsel fees, due to
claims for infringement of patents, copyright,  trademark, or other intellectual
property  rights  arising  from (1) [NSP] or [NSP]'s end user or any other third
party  combining or using the Service in connection  with  equipment,  software,
data,  processes,  or facilities furnished by [NSP] , [NSP]'s end user, or other
third party;  (2) NSP,  NSP's end user or other third party's use of the Service
based on specifications  supplied by or specific instructions  furnished by NSP,
NSP's end user, or other third party;  (3) alterations or  modifications  to the
Service by NSP, NSP's end user, or other third party; (4) use of the Service not
in compliance with BellSouth's  specifications  or requirements;  and (5) use of
the Service without the most current release or version of equipment,  software,
data,  processes,  or facilities associated with the Service. NSP will indemnify
and save harmless  BellSouth from and against all loss,  liability,  damage, and
expense,  including all reasonable counsel feesdue to any other claims or causes
of action by third parties of any nature whatsoever, arising from the use of, or
in connection  with, the Service or otherwise  relating to or arising out of use
of the Service by [NSP], an authorized user of [NSP],  including any end user of
[NSP],  or any other third party.  [NSP] shall have no  obligation  to indemnify
BellSouth  for any claim that the  Service  infringes  a United  States  patent,
copyright, trademark, or other intellectual property right.

(c)  This  section  states the entire  liability  of  BellSouth,  and NSP's sole
remedy,  with  respect  to  any  infringement  or  alleged  infringement  of any
intellectual property rights or proprietary rights.

9.   USE OF SERVICE.

(a)  [NSP] and its end users may use the Service to access their choice of legal
Internet  content;  run applications of their choice;  and attach any devices or
equipment of their choice,  subject to the provisions of Sections 9(b), (c), (d)
and (e), below.

(b)  The characteristics  and methods of operation of any circuits,  facilities,
devices or  equipment  provided  by [NSP] or any other  third  party and used in
connection  with or otherwise  associated  with the Service  shall not interfere
with  or  impair  any  other  service  provided  by  BellSouth,  its  affiliated
companies, or any carrier,  including a competitive local exchange carrier, that
is using BellSouth's network;  cause damage to BellSouth facilities;  impair the
privacy of any  communications  carried  over  BellSouth  facilities;  or create
hazards to the employees of BellSouth; its affiliated companies; or any carrier,
including  a  competitive  local  exchange  carrier,  that is using  BellSouth's
network; or the public.

(c)  The  Service  shall  not be  used  for any  illegal  or  unlawful  purpose.
BellSouth reserves the right to immediately  disconnect Service, with or without
notice to [NSP], at a location where BellSouth becomes aware that the Service is
being used for an unlawful purpose.


(d)  Excessive  use of  bandwidth is not  permitted.  The Service is designed to
handle traffic that is bursty in nature.  Although some of the Services are best
effort services,  and other Services have minimum  guaranteed  speeds,  the data
rates,  actual  throughput and latency of all Services are affected by excessive
use of bandwidth.  Applications such as file sharing,  peer to peer traffic, and
video  streaming  can  result in  degradation  of  services  being  provided  by
BellSouth and third parties as well as loss of quality of service experienced by
the end users of BellSouth and third parties. BellSouth will monitor its network
for excessive use.  Excessive use of bandwidth  shall be determined on the basis
of the  percentage  of bandwidth  on the Service used at a particular  location,
upstream or downstream,  over a period of time.  BellSouth reserves the right to
immediately  disconnect  Service,  upon notice to [NSP],  at any  location  that
BellSouth determines is adversely affecting BellSouth's network.

(e)  In the event  BellSouth  determines  the  Service  is being  used in such a
manner as to invade the privacy or cause harm to third  parties by such means as
propagation  of a virus or worm;  hacking;  spamming;  or  threat  of  violence,
BellSouth reserves the right to immediately  disconnect Service,  upon notice to
[NSP], at the location where the Service is being used in such manner.

(f)  The  Service  is not  subject  to  resale.  End user  products  that use or
incorporate the Service must be sold, supported, and billed by [NSP].

10.  USE OF MARKS; NO LICENSE GRANT.

(a)  [NSP] may, in response to a direct end user inquiry,  advise end users that
a  portion  of the  service  [NSP]  furnishes  to its end users is  provided  by
BellSouth;  provided,  however, [NSP] shall not represent that BellSouth jointly
participates in [NSP]'s services.  The BellSouth Company names, Iogos, services,
service  marks and  trademarks  are  owned by  BellSouth  Intellectual  Property
Corporation  and  may  not be  used  by  [NSP]  in any  advertising,  publicity,
marketing communication,  publication, or in any other commercial manner, except
under an express, written license agreement with BellSouth Intellectual Property
Marketing Corporation.  [NSP] acknowledges that it is separate and distinct from
BellSouth  and that it provides a separate and distinct  service and agrees that
[NSP] may not, expressly or impliedly, state, advertise or market that it is, or
offers the same service as,  BellSouth or engage in any other  activity that may
result in a  likelihood  of  confusion  between its own service and  BellSouth's
service.

(b)  No license is granted by BellSouth to [NSP] under any copyright, trademark,
patent or other  intellectual  property right in the Service,  or any materials,
processes or technology related thereto.

11.  BILL DISPUTES

[NSP]  shall  submit a  documented  written  claim in support  of each  specific
disputed  amount.  Upon receipt of [NSP]'s  documented  bill dispute,  BellSouth
shall work with [NSP] to resolve the dispute in a timely manner.  If the dispute
is resolved in favor of [NSP],  interest  equivalent to the late payment  charge
set  forth  in  Section  4,  above,  shall  be  calculated  from the date of the
overpayment to the resolution date; provided, however, that if [NSP] submits the
dispute  more than  ninety (90) days after the date [NSP] paid the bill and said
dispute is resolved in favor of [NSP],  interest  shall be  calculated  from the
dispute date to the resolution date.

12.  DEPOSITS

(a)  In the event  [NSP] has a  history  of late  payments  to  BelISouth  or is
without established credit,  BellSouth may require [NSP] to make a deposit prior
to or at any time after the  provision  of Service to be held by  BellSouth as a
guarantee of the payment of rates and charges.  BellSouth  reserves the right to
require an initial or an additional deposit of [NSP] if [NSP]'s credit decreases
from when the Service was established.

(b)  BellSouth will provide written notice to [NSP] of such deposit requirement.
[NSP] will be required to make payment of such deposit prior to the provision of
new  Service  in  those  cases  where  [NSP]  has not  established  credit  with
BellSouth,  or otherwise within ten (10) business days of such notice for [NSP]s
with existing Services.

(c)  The  deposit  amount  shall be  calculated  on the  basis of the  actual or
estimated  rates and charges for the  Service for a two month  period.  The fact
that a deposit has been made shall not  relieve  [NSP] from  complying  with its
obligation to make prompt  payment  hereunder.  At such time as the provision of
the  Service  to the [NSP] is  terminated,  the  amount of the  deposit  will be
credited to [NSP]'s account and any remaining  balance shall be refunded,  or in
the alternative,  if there remains an unpaid balance for Service,  BellSouth may
apply all or a portion of the deposit to such  balance.

(d)  Such a deposit  will be refunded or credited to [NSP]'s  account when [NSP]
has established  credit or, in any event, after [NSP] has established a one-year
prompt payment  record at any time prior to the  termination of the provision of
the Service to [NSP]. In the case of a cash deposit,  for the period the deposit
is held by BellSouth,  [NSP] will receive simple  interest at the rate of 1% per
month  (.000329 per day) or 12% annually.  The rate will be calculated  from the
date [NSP]'s  deposit is received by BellSouth up to and including the date such
deposit is  credited  to [NSP]'s  account or the date the deposit is refunded by
BellSouth.

13.  ORDERING

(a)  [NSP] shall place an electronic  (Internet or "web-based"  interface) order
utilizing a BellSouth specified order and response system ("Ordering System") to
request  Service  be  provisioned  to an [NSP]  designated  end  user  premises.
BellSouth  shall  provide  an  identification  and  password  for  access to the
Ordering  System when [NSP] provides to BellSouth all  information  requested by
BellSouth for provision and billing of the Service.

(b)  BellSouth  may make the Ordering  System  available to [NSP] for testing of
new services that are in production  mode.  Use of the Ordering  System for such
testing shall be subject to this Agreement.

(c)  [NSP] may request a modification  of its order at any time prior to the due
date. BellSouth will make every effort to accommodate the requested modification
when it is able to do so with the normal work force  assigned to complete such a
modification  within normal business hours,  without charge.  Customer-requested
modifications  that cannot be completed  prior to the due date will be completed
as if for new service.

14.  BILLING OPTIONS

(a)  [NSP] may select as the primary  billing  medium either a standard  billing
option  (standard paper bill or CD-ROM) or billing data tape.  Billing data tape
format is  available in the four  options  below.  [NSP] may select one of these
options as the  primary  billing  medium at no charge  and will also  receive an
abbreviated paper bill for bill payment purposes at no charge.

1.   CONNECT:  DIRECT - This  option  provides  an  electronic  transmission  of
     [NSP]'s  bill in billing  data tape and  requires  [NSP]  have a  dedicated
     circuit from [NSP]'s premises to a BellSouth data center.

2.   CD-ROM - This option  provides the delivery of [NSP]'s in billing data tape
     format via a physical medium, i.e., CD-ROM


     CARTRIDGE  TAPE - This option  provides  the  delivery  of [NSP]'s  bill in
     billing data tape format via a physical medium,  i.e., Cartridge Tape. When
     [NSP] elects to receive  additional  copies of its bill on cartridge  tape,
     only one copy of the cartridge  tape will be provided.  BellSouth  does not
     require [NSP] to return previously supplied tapes.

4.   INTERNET  MAILBOX - This option  provides  the  delivery of [NSP]'s bill in
     billing data tape format to an  Internet-based,  secure  mailbox from which
     [NSP]s may download their bill.

(b)  Rates and charges for additional copies of the [NSP]'s bill are as follows:

     Billing Option                                          Rate
     --------------                                         -------

     Standard Billing Options
        Paper Bill - per paper page                         $.25
        CD ROM - Per CD ROM                                 $60.00


     Billing Data Tape (BDT) Options
        (a) Connect: Direct - per record transmitted        $.000932
        (b) CD ROM - Per CD ROM                             $60.00
        (c) Cartridge Tape
              1) per tape                                   $51.84
              2) per record                                 $.0018
        (d) Internet Mailbox - per mailbox, per month       $40.00

(c)  Unless otherwise specified by [NSP],  standard paper bills,  cartridge tape
and/or CD ROM will be sent via U.S. Mail service.  However,  at [NSP]'s request,
[NSP] or [NSP]'s representative may pick up the paper bills, CD ROM or cartridge
tape at a location designated by BellSouth.

15.  INSTALLATION; MAINTENANCE; AVAILABILITY FOR TESTING

(a)  BellSouth  will install  Service to that point where  provision is made for
termination of BellSouth's outside distribution network facilities.  The Service
shall have only one point of termination  per end user premises.  Any additional
termination points beyond such point of termination are the sole  responsibility
of [NSP].

(b)  BellSouth shall maintain the Service. [NSP] or any third party shall not be
permitted  to move,  rearrange,  disconnect,  remove or  attempt  to repair  any
facilities  provided by BellSouth other than by connection or  disconnection  to
any interface means used, except with the written consent of BellSouth.

(c)  The Service shall be available to BellSouth at times  mutually  agreed upon
to permit  BellSouth to make tests and  adjustments  appropriate for maintaining
the Service in  satisfactory  operating  condition.  Such tests and  adjustments
shall be completed  within a reasonable  time. No credit will be allowed for any
interruptions involved during such tests and adjustments.

16.  CHANGES AND SUBSTITUTIONS

BellSouth  may,  where  reasonably  required in the  operation of its  business,
substitute,  change or rearrange any facilities used in providing  Service under
this Agreement, or change minimum protection criteria,  operating or maintenance
characteristics of facilities or operations and procedures.  BellSouth shall not
be responsible if any such  substitution,  change or  rearrangement  renders any
[NSP] furnished Services obsolete or requires modification or alteration thereof
or otherwise affects their use or performance.  If such substitution,  change or
rearrangement materially affects the operating  characteristics of the facility,
BelISouth will provide reasonable notification to [NSP] and reasonable time will
be  allowed  for any  redesign  and  implementation  required  by the  change in
operating characteristics.

17.  TAXES, UNIVERSAL SERVICE FUND, AND OTHER FEES

(a)  For  purposes  of this  section,  the term "Tax"  shall  include but not be
limited to federal,  state or local sales, use, excise,  gross receipts or other
taxes or tax-like  fees of whatever  nature and  however  designated  (including
tariff  surcharges  and any fees,  charges  or other  payments,  contractual  or
otherwise, for the use of public streets or rights-of-way, whether designated as
franchise fees or otherwise),  which are imposed, or sought to be imposed, on or
with respect to the services  furnished  hereunder or measured by the charges or
payments therefor.

(b)  Except as otherwise  provided in this section,  BellSouth shall  separately
state on each applicable invoice, and the [NSP] shall pay, all applicable Taxes.

(c)  BellSouth shall not invoice [NSP] for a Tax if, and to the extent that, (i)
the [NSP] furnishes BellSouth with a properly executed  certificate of exemption
or direct pay permit and satisfies any other  requirements under applicable law;
and, if in BelISouth's  judgment such Tax is considered by the taxing  authority
to apply to some or all of the  services  furnished  hereunder,  (ii) the  [NSP]
furnishes  BelISouth  with a ruling or  similar  documentation  from the  taxing
authority  stating  that such Tax does not apply to some or all of the  services
furnished hereunder.

(d)  The [NSP]  shall  protect  and  indemnify  BellSouth  from and  against the
assessment  or  collection  by a taxing  authority  of any Tax not  invoiced  by
BellSouth,  provided that BellSouth  permits the [NSP] to contest the assessment
or  collection  of such Tax or, if  necessary  and if  requested  by the  [NSP],
contests such assessment or collection on behalf of the [NSP] but at the [NSP]'s
expense.

(e)  BellSouth  shall  permit the [NSP] to contest  any Tax paid by such  [NSP],
either by  assigning to the [NSP] its right to claim a refund of such Tax or, if
necessary and requested by the [NSP],  filing and pursuing a claim for refund on
behalf of the [NSP] but at the [NSP]'s expense.

(f)  In any contest of a Tax by  BelISouth  or the [NSP],  the other party shall
cooperate fully by providing records,  testimony and such additional information
or  assistance as may  reasonably be necessary to pursue the contest;  provided,
however  that  the  reasonable  costs  of  providing  such  assistance  shall be
reimbursed by the requesting party.

(g)  To the extent  BellSouth pays into the universal  service fund for Services
purchased  by [NSP],  [NSP] shall  reimburse  BellSouth  for all such  universal
service fund charges paid.

18.  RESOLUTION OF DISPUTES

(a)  Except  for a breach of the obligations  set forth in  Section 8,  entitled
"Indemnification,"  Section 10, entitled "Use of Marks, No License Grant",  or a
collection  action for  nonpayment  brought by BellSouth,  and without  limiting
either party's right to seek  appropriate  injunctive  relief,  any controversy,
claim or dispute  arising out of or relating to this  Agreement  for the breach,
termination,   enforcement,   interpretation  or  validity  thereof   ("Disputed
Matter"), whether based in contract, tort, statute, fraud,  misrepresentation or
any other  legal or  equitable  theory,  shall be  resolved by final and binding
arbitration governed by the Federal Arbitration Act, 9 USC ss.ss.1-16. (However,
disputes that meet the small claims court requirements in the state in which the
services are provided  may be resolved in small  claims  court,  if both parties
concur in the use of that court.)

(b)  In the event of any Disputed  Matter,  the BellSouth and [NSP] shall submit
the matter to mediation  within thirty (30) days of one Party receiving from the
other  Party  a  written  request  to  mediate.   The  Parties  may  choose  any
institutional or informal means to mediate a Disputed Matter.

(c)  In the event the  Parties  cannot  resolve  the  matter by  mediation,  any
ensuing  arbitration of a Disputed Matter  conducted  pursuant to this Agreement
shall be administered by the International Institute for Conflict Prevention and
Resolution ("The Institute";  f/k/a the CPR Institute for Dispute Resolution and
the  Center  for  Public  Resources)  pursuant  to its then  current  Rules  for
Non-Administered Arbitration ("The Rules.")

(d)  In the event the Parties agree that the Disputed  Matter  involves a sum at
issue  of less  than $1  million,  the  arbitration  will  be  submitted  to one
arbitrator to be selected by The Institute in accordance  with The Rules. If one
Party or both Parties  reasonably  consider the Disputed Matter to involve a sum
at issue in excess of $1 million,  the  arbitration  shall be conducted by three
arbitrators,  of whom each Party  shall  designate  one in  accordance  with the
"screened" appointment procedure provided in The Rules.

(e)  The parties have the right to be represented by counsel. The  arbitrator(s)
shall be bound by and strictly enforce the terms of this Agreement,  and may not
limit,  expand or otherwise modify the terms of this Agreement in conducting the
arbitration and making any award. The  arbitrator(s)  shall also be bound by the
substantive law of the State of Georgia,  without giving effect to its choice of
law  principles.   Any  arbitration  will  be  conducted  in  Atlanta,  Georgia.
Arbitrations under this Agreement shall be kept confidential.

(f)  Disputes  under this  Agreement  may not be (1)  resolved  on a  class-wide
basis, (2) joined with another  lawsuit,  or (3) joined in an arbitration with a
dispute of any other entity.  The  arbitrator(s)  may not award, and the Parties
waive any claims  for awards for  punitive,  exemplary  or similar  damages,  or
attorney's fees. The arbitrators are not empowered to award damages in excess of
compensatory  damages. The arbitrator(s) shall be bound by and apply any and all
other  limitations  of liability or  disclaimers  of liability  contained in any
section of this Agreement, which are hereby incorporated in this Section 18.

(g)  Subject to  applicable  substantive  law that may provide  otherwise,  each
Party must pay its own expenses to  participate  in the  arbitration,  including
attorney's fees and expenses related to the presentation of evidence,  witnesses
and document production.

(h)  Unless  both  Parties  agree to an  extension  of time,  any  hearing  of a
Disputed  Matter shall be completed no later than 180 days after the date of the
initial  pre-hearing  conference  required by The Rules.  The arbitration  award
shall be issued no later  than  thirty  (30) days  after the  completion  of the
hearing.  Such award shall be final when  deemed  final in  accordance  with The
Rules.  The award shall state the reasons  supporting the award.  The motion for
entry  of  judgment  on  the  award  may be  filed  in any  court  of  competent
jurisdiction.

19.  NON-WAIVER.

No delay or failure by either Party to exercise  any right under this  Agreement
and no partial  exercise of any right under this  Agreement  shall  constitute a
waiver of that right or any other right.

20.  NOTICES.

Unless  otherwise  stated,  notices,  authorizations,  and requests  required or
desired  to be given  or made in  connection  with  this  Agreement  shall be in
writing,  given by certified or  registered  mail  (return  receipt  requested),
express air courier (charges prepaid) or hand delivery, and addressed as follows
(or to such  other  address  as the Party to  receive  the  notice or request so
designates by notice to the other):

     If to  BellSouth,  one copy being  directed to the  attention  of the Legal
     Department and the second to Wholesale DSL Marketing as follows:

          BellSouth Legal Department:
          ATTN: Senior Counsel - Broadband and Internet Services
          675 West Peachtree St.
          Suite 4300
          Atlanta, GA 30375

          BellSouth Broadband Services
          ATTN: Director - Wholesale DSL 2180 Lake Blvd
          Room 2B66
          Atlanta, GA 30319

     If to [NSP], notice shall be to the following location location:

If a notice is given by either Party by certified or registered mail, it will be
deemed  received by the other Party on the third business day following the date
on which it is deposited  for  mailing.  If a notice is given by either Party by
air express  courier,  it will be deemed received by the other Party on the next
business  day  following  the date on which it is  provided  to the air  express
courier.  If a notice is given by  hand-delivery,  it will be deemed received by
the other Party upon such delivery.

21.  FORCE MAJEURE.

No  Party  shall  be  responsible  for any  delay  or  failure  in  delivery  or
performance of any of its duties hereunder due to acts of God, acts or omissions
of any regulated  telephone  network or any other  occurrence  commonly known as
force  majeure,  including,  but not  limited to, war,  terrorist  acts,  riots,
embargoes,  hurricane or other natural disasters,  strikes, work stoppage,  work
slowdown,  or other concerted acts of workers  (whether of BellSouth or others),
casualties  or  accidents,  or any other  causes or  circumstances  whether of a
similar  or  dissimilar  nature to the  foregoing,  which  prevent or hinder the
delivery of DSL.  BellSouth may delay  performance  of its obligation to provide
the Service for so long as such  occurrence or  occurrences  affect  BellSouth's
ability to provide the Service,  and in such event such BellSouth  shall have no
liability to [NSP] for failure to provide the Service.

22.  REGULATORY MANDATES.

[NSP]  expressly  recognizes that BelISouth is a  communications  common carrier
licensed and  regulated  by the Federal  Communications  Commission  ("FCC") and
state public utility commissions.  The FCC has authorized BellSouth to offer the
Service via a private carriage arrangement.  In the event such authority ceases,
BellSouth  may terminate  this  Agreement  effective  with the cessation of such
authority.  In addition,  this Agreement may be subject to such other changes or
modifications  as any such  regulatory  body may from time to time direct in the
exercise of its jurisdiction.

23.  ASSIGNMENTS.

[NSP] shall not assign its rights,  duties or obligations  hereunder without the
prior written consent of BellSouth;  provided,  however, that [NSP] shall not be
obligated to obtain  BellSouth's  consent to any  assignment  to an affiliate or
subsidiary of [NSP], or any entity with which [NSP] is under common control. Any
attempt by [NSP] to assign or transfer any of the rights, duties, or obligations
of [NSP] with respect to the Service where  BelISouth's  consent is required but
not obtained  shall be void,  and no assignment or transfer  shall release [NSP]
from any of its  obligations  with respect to the Service.  BellSouth  shall not
assign its rights,  duties or  obligations  hereunder  without the prior written
consent of [NSP];  provided,  however,  that BellSouth shall not be obligated to
obtain  [NSP]'s  consent to any  assignment  to an  affiliate or  subsidiary  of
BellSouth, or any entity with which BellSouth is under common control.

24.  LIMITATION OF ACTIONS.

No action,  regardless of form,  arising out of this Agreement may be brought by
either  BellSouth  or [NSP]  more than two years  after the cause of action  has
arisen.

25.  ENTIRE AGREEMENT.

This  Agreement  set forth the  entire  agreement  between  [NSP] and  BellSouth
respecting any Service  ordered  hereunder,  and supersedes any prior written or
verbal  proposals,  agreements,  letters  of  intent,  understandings  or  other
discussions  respecting  the same.  BellSouth will not be bound by any provision
contained in any order,  request for service,  confirmation,  correspondence  or
other  communication  from [NSP] that is at variance  with,  in addition  to, or
conflicts with any provision of this Agreement,  unless such variance,  addition
or conflict is specifically  identified in a written  agreement  signed by [NSP]
and  an  authorized   representative  of  BelISouth.   No  agent,  employee,  or
representative  of  BellSouth  has  any  authority  to  bind  BelISouth  to  any
affirmation,  representation,  or warranty unless the same is  specifically  set
forth in this Agreement or other written agreement as provided above.

26.  SEVERABILITY.

If any  provision  of this  Agreement  conflicts  with the law under  which this
Agreement is to be construed or if any such provision is held invalid by a court
with jurisdiction over the Parties,  such provision shall be deemed  inoperative
to the extent it is deemed invalid,  but the validity of the remaining  portions
of provisions shall not be affected  thereby so long as the Parties'  respective
rights  and  obligations  in the  aggregate  hereunder  would not be  materially
affected thereby taken as a whole.  Notwithstanding the foregoing, to the extent
any such provision held invalid may be made enforceable by limiting or restating
the  provision to reflect as nearly as possible the original  intentions  of the
Parties,  then such  provision  shall be  deemed so  limited  or  restated.  The
remainder of this Agreement shall remain in full force and effect.

27.  AMENDMENT OR MODIFICATION.

No subsequent amendment, modification or waiver of any of the provisions of this
Agreement shall be effective unless in writing and signed by the Parties.

28.  NO THIRD PARTY BENEFICIARIES.

Nothing in this  Agreement  is intended to confer  benefits,  rights or remedies
unto any person or entity other than the Parties and their permitted  successors
and assigns.

29.  SURVIVAL

The following  Sections will survive  termination or
expiration  of  this  Agreement:  Section  4,  Rates  and  Charges;  Section  6,
Disclaimer of Liability;  Limitation of Liability;  Section 8,  Indemnification;
Section 10, Use of Marks; No License Grant;  Section 11, Bill Disputes;  Section
12(c);  Section 17,  Taxes;  Section 18,  Resolution  of  Disputes;  Section 19,
Non-waiver;  Section  20,  Notices;  Section  21,  Force  Majeure;  Section  24;
Limitation  of Actions;  Section 26,  Severability;  Section  27,  Amendment  or
Modification;   Section   28,  No  Third   Party   Beneficiaries;   Section  31,
Counterparts.

At a later date,  when  BellSouth  is in a position  to discuss  Volume and Term
Agreements,  Synkronus,  Inc. will be able to participate  in those  discussion,
which may or may not include the  addition of new  products  such as the 6MB dsl
product.

/s/ Keith A. Green  11/17/05

30.  COMPLIANCE WITH LAWS.

Each Party shall comply with all  prevailing  laws,  rules and  regulations  and
obtain all necessary approvals,  consents and permits required by the applicable
agencies of the government of the jurisdictions  that apply to its activities or
obligations under this Agreement.

31.  COUNTERPARTS.

This Agreement may be executed in two or more counterparts,  each of which shall
be deemed an original but all of which  together  shall  constitute  one and the
same  instrument.  Faxed  signatures  shall  have the same  effect  as  original
signatures.  IN WITNESS  WHEREOF,  the Parties to this  Agreement  by their duly
authorized representatives have executed this Agreement as follows:

ACKNOWLEDGED AND AGREED:

BELLSOUTH TELECOMMUNICATIONS, INC.                [NSP]

By:                                               By:      /s/ Keith A. Green

Name:                                             Name:    Keith A. Green

Title:                                            Title:   President

Date:                                             Date:    11/17/05




               Schedule of Attachments to Wholesale DSL Agreement


Attachment A:  BellSouth DSL Terms of Service

Attachment B:  DSL Rates and Charges

Attachment C:  DSL Promotions

Attachment D:  Glossary of Terms