QWEST INTERNET SOLUTIONS, INC.
                   Dedicated Internet Access Service Agreement

     1. General. This Agreement is made by and between Qwest Internet Solutions,
Inc., a Delaware corporation with an address at 555 Seventeenth Street,  Denver,
CO 80202 ("Qwest") and Customer ("Customer") as identified below. This Agreement
shall e effective on the date that it is executed by Qwest following  Customer's
execution ("Effective Date"). This Agreement sets forth the terms and conditions
pursuant to which Qwest shall provide to Customer the Qwest  Dedicated  Internet
Access Service ("Service")  described in Addendum A-2 hereto,  which Addendum is
incorporated by reference herein.

     2. Rates and Charges:  Payment. Customer agrees to pay all applicable rates
and charges set forth on Addendum A-1 hereto,  which Addendum is incorporated by
reference  herein.  In addition  to such rates and  charges,  Customer  shall be
responsible  for all  sales and use  taxes,  as well as any  duties  or  levies,
arising in connection with the Service, including without limitation any and all
fees and taxes which may be imposed by any internet registration  authority.  IN
connection with the  registration  and maintenance of Customer's  domain name(s)
and/or internet address(es),  if any. Billing for the recurring component of the
Service shall be monthly in advance.  Payment for the non-recurring component of
the Service,  including  initial set-up and  installation  fees shall be payable
upon execution of Addendum A-1. Charges shall be due upon Customer's  receipt of
invoice and payable  within  thirty (30) days of such date.  Any amount not paid
within such period shall bear  interest at the lesser of (i) the rate of one and
one-half  percent (1 1/2%) per month,  or (ii) the  highest  rate  permitted  by
applicable  law if Customer  reasonably and in good fait disputes any portion of
an  invoice,  Customer  shall  timely pay the full  invoiced  amount and provide
Qwest, within thirty (30) days of payment a written statement adequately support
Customer's  position  regarding the dispute.  Qwest shall  determine in its good
faith business  judgment  whether such invoiced times were erroneous,  and shall
issue a credit to  Customer if it so  determines.  Qwest  reserves  the right to
change or modify the rates and charges for the  Service or  eliminate  or modify
certain  components  of the  Service,  upon not less than  forty-five  (45) days
advance  written  notice  to  Customer.  In the  event of such  modification  or
elimination with respect to the Service,  Customer may terminate this Agreement,
without  penalty,  upon not less than thirty (30) days advance written notice to
Qwest. Customer's execution of this Agreement signifies Customer's acceptance of
Qwest's  initial and  continuing  credit review and approval.  Qwest reserve the
right to withhold implementation of Service pending completion of Qwest's credit
review and Qwest may condition initiation of Service on its receipt of a deposit
or such other means to establish reasonable assurance of payment.

     3. Term and Termination.

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

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

     (c) In  the  event  a law or  regulatory  action  prohibits,  substantially
impairs or makes impracticable the provision of Service under this Agreement, as
determined by Qwest, Qwest may, at its option and without  liability,  terminate
this  Agreement  or modify  the  Service  or the terms  and  conditions  of this
Agreement  in order  to  conform  to such  action  ("Regulatory  Modification");
provided,  however,  that Qwest shall  provide  thirty (30) days written  notice
prior to Customer of any such Regulatory Modification,  unless Qwest determines,
in its  good  faith  business  judgment,  that it is  necessary  to  reduce  the
foregoing notice period. Use by Customer of the Service after  implementation of
a  Regulatory  Modification  shall  constitute  acceptance  by  Customer of such
changes.

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

     5.  Equipment of Software Not Provided By Qwest.  Customer  shall be solely
responsible for the installation,  operation, maintenance, use and compatibility
of  equipment  or  software  not  provided  by Qwest  and  Qwest  shall  have no
responsibility or liability in connection therewith. In the event that equipment
or software not provided by Qwest  impairs  Customer's  use of any Service:  (a)
Customer  shall  nonetheless  be liable for payment for all Service  provided by
Qwest; and (b) any service  specifications or service levels (and  corresponding
service credits) generally  applicable to the Service shall not apply.  Customer
shall  cooperate  with  Qwest  in  setting  the  initial  configuration  for its
equipment's  interface with the Service and comply with Qwest's  instructions in
connection therewith.

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

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

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

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

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

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

     10. Non-Disclosure. Except with respect to information in the public domain
or which is legally required to be disclosed, Customer shall not disclose any of
the terms and  conditions  of this  Agreement to any third party during the Term
and for a period of twelve (12) months thereafter.

     11.  Assignment.  Customer  shall not assign this  Agreement or, unless set
forth in Addendum  A-1,  resell the right to use the Service,  without the prior
written consent of Qwest.

     12. Miscellaneous.

     (a) Any dispute  relating to this Agreement  shall be submitted for binding
arbitration under the Commercial  Arbitration Rules of the American  Arbitration
Association  and  judgment  on any award  entered  therein may be entered in any
court of competent  jurisdiction.  The venue for any such  arbitration  shall be
Denver, Colorado.

     (b) In the  event  that  any  portion  of  this  Agreement  is  held  to be
unenforceable,  the  unenforceable  portion  shall be  construed  as  nearly  as
possible to reflect the original  intent of the parties and the remainder of the
provisions shall remain in full force and effect.

     (c) Qwest's  failure to insist upon strict  performance of any provision of
this  Agreement  shall  not be  construed  as a  waiver  of  any  of its  rights
hereunder.

     (d) The terms and  conditions  of this  Agreement,  including  all Addenda,
shall prevail  notwithstanding  any different or additional terms and conditions
of any  purchase  order or other  form for  purchase  or  payment  submitted  by
Customer to Qwest.

     (e) All terms and provisions of this Agreement which should by their nature
survive the  termination of this Agreement  shall so survive,  including but not
limited sections 3, 4, 6, 7, 8, 9, 10 and 12.

     (f) Qwest is acting as n independent  contractor  and shall have  exclusive
control of the manner and means of performing its obligations.

     (g)  Qwest  will not be  responsible  for  performance  of its  obligations
hereunder where delayed or hindered by war, riots, embargoes, strikes or acts of
its vendors,  suppliers,  accidents,  acts of God, or any other event beyond its
control.

     (h) All  notices  shall  be  sent by  registered  or  certified  mail or by
overnight commercial delivery to the address set forth in this Agreement by each
party. Notices to Qwest shall be sent to the attention of its General Counsel.

     (i) This Agreement  shall be governed by the laws of the State of New York.
Any cause of  action  Customer  may have with  respect  to the  Service  must be
commenced  within one (1) year after the claim or cause of action arises or such
claim or cause of action is barred.  In any  proceeding  to enforce the terms of
this  Agreement,  the party  prevailing  shall be entitled to recover all of its
expenses, including, without limitation, reasonable attorney's fees.

     (j) This Agreement may be executed in separate counterparts using facsimile
copies,  each of which  shall be deemed an  original,  and all of which shall be
deemed one and the same instrument and legally binding upon the parties.

     (k) This Agreement, including the AUP (as such AUP may be amended from time
to time),  Addendum  A-1 and  Addendum  A-2,  constitutes  the entire  agreement
between Customer and Qwest with respect to the Service.  This Agreement may only
be amended in a written agreement executed by authorized representatives of both
parties hereto.

CUSTOMER

WORD CRUNCHER INTERNET TECHNOLOGIES INC.

/s/
----------------------------------------------------------
Signature of Authorized Representative             Date

Martin Cryer, VP Product Dev.
----------------------------------------------------------
Name and Title of Authorized Representative

Customer Address:

405 East 12450 South, Suite B
Draper, UT   84020

QWEST INTERNET SOLUTIONS, INC.

----------------------------------------------------------
Signature of Authorized Representative             Date

----------------------------------------------------------
Name and Title of Authorized Representative

<PAGE>

                                      Qwest

                     ADDENDUM A-2 TO QWEST SERVICE AGREEMENT
              Dedicated Internet Access ("DIA") Service Description

This  Addendum  A-2 to the  agreement  by and  between  Customer  and Qwest (the
"Agreement")  sets forth the  description of Qwest's  Dedicated  Internet Access
("DIA") Service, as provided pursuant to such Agreement. Except as otherwise set
forth herein,  capitalized terms shall have the definitions  assigned to them in
the Agreement.

Qwest DIA Service consists of: (i) a dedicated,  high-speed  network  connection
between Customer's  premises (as specified in Addendum A-1 of the Agreement) and
Qwest's domestic  (continental  United States) Internet protocol ("IP") network;
and (ii) routing services, based upon the Transmission Control Protocol/Internet
Protocol  which  will  afford  Customer  Internet  connectivity.   The  specific
bandwidth and,  therefore,  the speed or rate at which Customer may transmit and
receive  data via its Internet  connection,  is specified in Addendum A-1 of the
Agreement.  If specified in Addendum A-1, Qwest will, on Customer's  behalf, use
commercially  reasonable  efforts to perform  the  following  as part of the DIA
Service; (i) order local access facilities  connecting  Customer's premises to a
Qwest  point-of  presence;  and/or (ii) secure IP address  space for Customer in
accordance with Addendum A-1. Estimated dates of completion including Firm Order
Commitments (collectively, the "FOC Dates") are often dependent on parties other
than Qwest, including Local Exchange Carriers; therefore, FOC Dates are provided
on a "Best  efforts"  basis,  but Qwest makes no guarantees  regarding FOC Dates
except as may be specifically  set forth in the Service Level Agreement  ("SLA")
below.

For  Customers  purchasing  "Burstable"  DIA Services as set forth  herein,  the
methodology for Burstable Billing is as follows: Usage samples are taken every 5
minutes  throughout the month.  Only one sample is captured for each five-minute
period,  even  though  there are  actually  two  samples  take;  one for inbound
utilization and one for outbound utilization. The higher of these two figures is
retained. At the end of the billing period, the samples are ordered from highest
to lowest.  The result is a database of over 8,000 samples (12  samples/hour *24
hours/day *30  days/month),  with the highest sample listed first and the lowest
sample listed last. The top 5% of the samples  (representing the top 5% of usage
levels) are  discarded.  The highest  remaining  sample is used to calculate the
usage level. This is the 95th percentile of peak usage.

The DIA  Service  purchased  herein is  subject  to the  following  SLA which is
effective as of the first day of the second month after initial  installation of
Services.

NETWORK AVAILABILITY GOAL
-------------------------

NETWORK AVAILABILITY GOAL.
For  domestic  Qwest  Internet  Services,  Qwest's  goal is to maintain  network
availability at the bandwidth specified in the Addendum of 100%.

COMPONENTS INCLUDED.
All  components  of the Qwest IP Network  (e.g.  POPs,  Routers,  Circuits)  and
Qwest-provided local access facilities used to access the Qwest IP Network (e.g.
Local Loop) are included in the determination of Network Availability.

NETWORK  AVAILABILITY  MEASUREMENT  AND REMEDIES.
Network  Downtime is  measured  based on the total  outage time of the  affected
Services.  Network Downtime shall exist when a particular  Customer circuit (the
"Affected Service") is unable to transmit data and Qwest records such failure in
the Qwest trouble ticket system.  Network Downtime is measured from the time the
trouble  ticket is  opened to the time the  Affected  Service  is again  able to
transmit  and  receive  data.  Upon  Customer's  written  request  to  the  Call
Management  Center  made within  five (5)  business  days of the last day of the
month in which the Network  Downtime  occurred,  Qwest  shall  provide a service
credit equal of the  pro-rated  charges for one day of Services for the Affected
Service for each cumulative hour of Network Downtime.

SERVICE CREDIT EXCEPTIONS.
Service  credits  will not be  available to Customer in cases which the Services
are  unavailable  as a  result  of (i)  the  negligence,  acts or  omissions  of
Customer,  its  employees,  contractors  or  agents or its end  users;  (ii) the
failure or  malfunction  of  equipment,  applications  or  systems  not owned or
controlled by Qwest, (iii)  circumstances or causes beyond the control of Qwest,
including  instances of Force  Majeure (as defined in this  Agreement),  or (iv)
scheduled service maintenance,  alteration, or implementation. Such credits will
be granted  only if Customer  affords  Qwest full and free access to  Customer's
premises and equipment to make necessary repairs, maintenance, testing. etc.

NETWORK DELAY GOAL
-------------------

NETWORK DELAY GOAL.
Qwest's goal is to maintain an average  roundtrip  POP-to POP (e.g. IP Backbone)
on-network delay of 75 milliseconds.

CALCULATION.
The calculation for average  roundtrip network delay (Average Network Delay) for
a given month is as follows based on the procedure criteria defined below:

         [SIGMA] (Roundtrip Delay for POP-POP trunks) = Average Network
         --------------------------------------------
              Delay Total Number of POP-POP trunks

COMPONENTS  INCLUDED.
All components of the Qwest IP Network shall be included in the determination of
Average Network Delay.

AVERAGE NETWORK DELAY  MEASUREMENT AND REMEDIES.
Average  Network  Delay will be  measured by software  and  hardware  components
capable  of  measuring  application  traffic  and  responses  at each  POP to be
measured  for  roundtrip  delay.  Measurements  shall be performed on an ongoing
basis to adequately  determine a consistent  average  performance  level for the
calculation,  and  posted to the Qwest web site  provided  to  Customer.  If the
Average  Network  Delay falls below the Network  Delay Goal within the  calendar
month,  Qwest shall  provide a service  credit equal of 10% percent of the total
monthly charges relating to the affected Services.

SERVICE  CREDIT  EXCEPTIONS.
Service  credits will not be available in cases where the Average  Network Delay
exceeds  the  Network  Delay  Goal as a result  of (i) the  negligence,  acts or
omissions of Customer,  its  employees,  contractors or agents or its end users;
(ii) the failure or malfunction of equipment,  applications or systems not owned
or  controlled  by Qwest,  (iii)  circumstances  or causes beyond the control of
Qwest,   including  instances  of  Force  Majeure,  or  (iv)  scheduled  service
maintenance, alteration, or implementation. Such credits will be granted only if
Customer affords Qwest full and free access to Customer's premises and equipment
to make necessary repairs, maintenance, testing, etc.

REPORTING LEVEL GOAL
---------------------

REPORTING LEVEL GOAL.
Qwest's goal is to report service  interruptions within 10 minutes or less after
Qwest's determination that the Customer's Services are unavailable.

DEFINITION  AND  PROCESS.
If Qwest determines that the Services are unavailable  (i.e. router is unable to
transmit  and/or receive data),  Qwest will contact  Customer within 10 minutes,
via an agreed upon method.  In connection  with Qwest's  obligations  to contact
Customer,  Customer  must  provide a valid  pager  number,  fax  number or email
address.   Customer  is  solely   responsible  for  providing  accurate  contact
information for customer's designated point of contact.

COMPONENTS  INCLUDED.
All components of the Qwest IP Network shall be included in the determination of
whether Qwest has met the Reporting Level Goal.

REMEDIES.
Upon  verification  by Qwest that Qwest failed to meet the Reporting Level Goal,
Qwest shall provide a service  credit equal to the prorated  charges for one day
of network  connectivity for the affected Services;  provided,  however,  that a
maximum of one such credit may be accrued per day.

SERVICE  CREDIT  EXCEPTIONS.
Service  credits  will not be  available  in cases where the failure to meet the
Reporting Level Goal is a result of (i) Customer's  failure to provide valid and
accurate contact information as set forth above; (ii) the failure or malfunction
of equipment,  applications  or systems not owned or controlled by Qwest,  (iii)
circumstances  or causes  beyond the control of Qwest,  including  instances  of
Force  Majeure  (as  defined  in  this  Agreement),  or  (iv)  schedule  service
maintenance, alteration, or implementation.

MAINTENANCE WINDOW DEFINITION
-----------------------------

Maintenance  performed by Qwest shall be  classified as one of the following two
(2) types:

NORMAL MAINTENANCE.
Normal maintenance shall refer to: (i) upgrades of hardware or software; or (ii)
upgrades to increase  capacity.  Normal  Maintenance  while being  conducted may
degrade the quality of the Services  provided which may include an outage of the
Services;  provided,  however than an outage related to Normal Maintenance shall
not be deemed to be Network Downtime.  Normal maintenance shall be undertaken by
Qwest  only on Sunday  morning  between  the hours of 12:00 AM and 6:00 AM Local
Time and on  Wednesday  morning  between the hours of 12:00 AM and 6:00 AM Local
Time.  For  purposes of this SLA,  "Local Time" shall refer to the local time in
the time zone in which an Affected Service is located;  provided,  however, that
if Affected Services are located in multiple time zones,  Local Time shall refer
to Eastern  Standard  Time.  Qwest shall  provide  two (2) days prior  notice of
Normal Maintenance.

URGENT MAINTENANCE.
Urgent  maintenance  shall refer to efforts by Qwest to correct Qwest IP Network
conditions which are likely to cause a material Service outage and which require
immediate correction. Urgent Maintenance, while being conducted, may degrade the
quality of the  Services  provided to an Affected  Service  which may include an
outage of the Services.  An outage related to Urgent Maintenance shall be deemed
an outage for  purposes  of  calculating  Network  Downtime  and Actual  Network
Availability.  Qwest may undertake  Urgent  Maintenance  at any time Qwest deems
necessary.  Qwest shall provide notice of Urgent Maintenance to Customer as soon
as is commercially practicable under the circumstances.

INSTALLATION  GOAL.
Except as otherwise  stated in the applicable  Addendum,  Qwest  guarantees that
with respect to (a) frame relay, fractional T-1 and T-1 circuits, the local loop
and Qwest port shall be installed within 45 business days, (b) T-3 circuits, the
local loop and Qwest port shall be installed  within 60 business  days,  and (c)
OC-3 circuits,  the local loop and Qwest port shall be installed within the time
period specified in writing by a Qwest Sales Manager (the" Installation  Goal").
These installation  intervals shall commence at the close of business on the day
upon which Customer has provided Qwest with a signed  Agreement,  any applicable
Addenda,  a  completed  Contact  Form,  and  a  completed  and  approved  credit
application.  Upon Customer's  written request,  if Qwest determines in its good
faith  discretion  that it has failed to meet this  installation  Goal,  then it
shall credit  Customer's  account for one-half of the set-up fee with respect to
the affected Services. No such credit shall be available for any failure to meet
the  Installation  Goal  which  is the  result  of (i) the  negligence,  acts or
omissions of Customer,  its  employees,  contractors or agents or its end users,
(ii) the failure or malfunction of equipment,  applications or systems not owned
or controlled by Qwest, or (iii)  circumstances  or causes beyond the control of
Qwest, including instances of Force Majeure, and such credit shall be Customer's
sole and  exclusive  remedy in the event  Qwest  fails to meet the  Installation
Goal.

MAXIMUM CREDITS AND TERMINATION  OPTION.
In the event that  Customer  is  entitled  to  multiple  credits  under this SLA
arising from the same event,  such credits shall not be cumulative  and Customer
shall be entitled to receive only the maximum  single credit  available for such
event.  Under no circumstances  will Qwest be required to credit Customer in any
one  calendar  month  charges in excess of seven (7) days of  service.  A credit
shall be applied  only to the month in which the event giving rise to the credit
occurred.  Notwithstanding  the  foregoing,  in the event  that,  in any  single
calendar month,  either (A) Customer would be able to receive  credits  totaling
fifteen  (15) or more days (but for the  limitation  set forth in this  section)
resulting  from three (3) or more events  during such  calendar  month,  (B) any
single event entitling  Customer to credits under the section entitled  "Network
Availability  Goal" above exists for a period of eight (8) consecutive hours, or
(C)  any  number  of  events  entitling   Customer  to  credits  under  "Network
Availability  Goal" above  exists for an aggregate  of  twenty-four  (24) hours,
then,  Customer may terminate  this  agreement for cause and without  penalty by
written  notice  to the  Call  Management  Center  with a  courtesy  copy to the
attention of the General Counsel within five (5) business days following the end
of such calendar month. Such termination will be effective  forty-five (45) days
after receipt of written  notice by Qwest.  The provisions of this Service Level
Agreement state Customer's sole and exclusive  remedy for service  interruptions
of service deficiencies of any kind whatsoever.

All terms and  conditions of this Addendum A-2 and the Agreement  (collectively,
the  "Agreement")  entered  into  between the  parties  shall  prevail  over any
conditions in customer  purchase  orders,  payments or other forms, all of which
are hereby rejected.  Please sign below to confirm your agreement with the terms
stated herein.

Customer                                   Qwest Internet Solutions, Inc.
WORD CRUNCHER
INTERNET TECHNOLOGIES INC.


By:    /s/                                 By:
   ---------------------------------           ---------------------------------
    Martin Cryer              Date             Title                      Date
    V.P. Product Development