MegaPOP(TM) Wholesale Service Agreement

This  Agreement,  made  and  entered  into  this  17th  day of  December, 1999
(hereinafter  referred to as "date of this  Agreement") by and between  StarNet,
Inc., a corporation  having it's  principal  place of business at 579 First Bank
Drive, Suite 100, Palatine, IL 60067 (hereinafter "SNI") and


Compu-DAWN,  Inc. a corporation  having it's  principal  place of business at 77
Spruce Street Cedarhurst, NY 11716 (hereinafter "ISP").

Mutually  agreed  contract is  reassignable  to any new entity that replaces the
corporation herein.

                                   WITNESSETH

Whereas,  ISP is in the business of providing  various services on the worldwide
computer  network  known as the Internet  and of  providing  support for various
advertising and telemarketing sales forces;

Whereas,  SNI is in the business of providing  various services to third parties
on the Internet,  including but not limited to providing access to the Internet,
including  but not limited to providing  access to the Internet for  individuals
and business entities;

Whereas,  ISP desires a provider of access to the Internet for its customers and
clients;

Whereas, SNI desires to provide access to the Internet for customers and clients
of ISP;

Whereas, the parties hereto are desirous of setting forth, in writing, terms and
conditions,  under which ISP shall direct their customers to SNI for service and
SNI shall provide such customers with access to the Internet;

Now  therefore,  in  consideration  of the premises  set forth in the  foregoing
recitals,  which are  hereby  made a part  thereof  and  incorporated  herein by
reference,  and  further,  of  the  mutual  promises,   covenants,   agreements,
conditions,  terms and  acknowledgrnents  contained  herein  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, ISP and SNI hereby agree as follows:


                             ARTICLE ONE - DURATION

1.1.   TERM.
       Except as otherwise  provided  herein and subject to earlier  termination
       hereof in accordance with the terms of this Agreement, the "initial term"
       of this Agreement shall be one (1) year from the date hereof.


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1.2.   EXTENSION.
       This Agreement  shall be  automatically  extended beyond the initial term
       unless  earlier  terminated  as otherwise  provided in this  Agreement or
       unless either party  provides  written notice of termination to the other
       as set forth  immediately  hereinbelow.  A written  notice of termination
       must be  provided by one party to the other no later than sixty (60) days
       prior to the  expiration  of the initial  term,  and hereafter on no less
       than sixty (60) days prior written notice. Hereinafter,  the Initial term
       and any extension thereof shall sometimes  collectively be referred to as
       the "term of this Agreement".


                ARTICLE TWO - DUTIES AND RESPONSIBILITIES OF ISP

2.1.  CUSTOMERS.
       ISP shall not be limited to  directing  all of it's  customers to SNI for
       purposes  of  providing  access  to the  Internet  under  the  terms  and
       conditions of this Agreement.

2.2.  ADVERTISING AND PROMOTION.
       ISP shall solely be responsible for and shall incur reasonable expense in
       connection  with   advertising  and   promotional   activities   designed
       specifically  to generate  customers who are  interested in access to the
       Internet.

2.3.   SIGN UP.
       ISP shall document and maintain  information  pertaining to each customer
       who has  committed to the  Internet  services to be provided by SNI under
       the terms of this Agreement. The pertinent information,  specifically the
       following: 1. ISP assigned (12) digit PPP logon name, 2. ISP assigned PPP
       password,  3. PPP account  activation / deactivation  symbol,  and 4. The
       preferred  MegaPOP(TM) dial-up location for the specific customer,  shall
       be  forwarded  to  SNI  by  ISP,  via  electronic   file  transfer  to  a
       pre-determined SNI authentication  server, in a pre-determined format, to
       SNI for activation on the SNI system for eventual service.

2.4.   TERMS AND CONDITIONS.
       ISP shall make such  warranties,  and  representations  and may limit its
       liability to any  customer,  in such terms,  conditions  and  limitations
       substantially  identical  to those set  forth in  existing  ISP  customer
       liabilities.

2.5.   CUSTOMER CONTACT.
       SNI shall not contact an ISP customer without prior written permission of
       ISP whose permission shall not be unreasonably withheld.

2.6.   ISP PPP ACCOUNT NAMES.
       ISP shall assign and be responsible for the assignment of ISP PPP account
       names.  Account  names  shall be defined  within  the  twelve  (12) digit
       account name definition  whereas the preceding four (4) digits of the ISP
       PPP account name will be defined as the four (4) digit


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       code assigned  exclusively to ISP. The succeeding eight (8) digits in the
       ISP PPP account  name will be assigned  and managed by ISP. ISP agrees to
       limit the assignment of ISP PPP account names to one ISP PPP account name
       per PPP account assigned.

2.7.   PPP ACCOUNT PASSWORDS.
       ISP shall be responsible  for the  assignment and  maintenance of all ISP
       PPP account passwords.


               ARTICLE THREE - DUTIES AND RESPONSIBILITIES OF SNI

3.1.   TO ISP.
       Within (1)  business  day after the  execution  of this  agreement by the
       parties hereto, SNI shall provide to ISP the following:

       (a) complete PPP access to the Internet for all ISP  customers  described
       within  this  Agreement.  
       (b) complete  2 B Channel  ISDN  access to the
       Internet for all ISP customers described within this Agreement.

3.2.   TO THE CUSTOMERS.
       Within  one  (1)  business  day  of  receipt  of  notice  from  ISP of an
       electronic  delivery of customer access  information,  SNI shall perform,
       cause to be performed, or provide, as the case may be, the following:

       (a) SNI shall establish a new PPP account for each customer  delivered to
       SNI, via electronic file transfer, with access to all SNI MegaPOP(TM) PPP
       dial-up servers;

       (b) For each customer,  SNI shall provide unlimited dial-up access to the
       Internet  through SNI PPP dial-up  servers.  ISP  understands  that their
       customers  will be subject to a minimum  of 10 minute  idle time  cutoff,
       whereas each connected  customer will lose their  connection in the event
       they do not make use of  their  connection  for a  minimum  period  of 10
       minutes.

3.3.   BUSY SIGNAL CONDITION(S).
       SNI will make every reasonable  effort to maintain a user to modem ratio,
       on a city to city  basis,  equal to or less than  10:1.  In the event the
       user to modem  ratio  exceeds  10:1,  SNI must take  immediate  action to
       remedy  this  situation  within  30 days.  In the event the user to modem
       ratio does not reduce to less than 10.1 in the  allotted  30 day  period,
       ISP may  make  claims  for the  reduction  of their  monthly  MegaPOP(TM)
       invoices for the affected service month, following the 30 day period, for
       up to 25% of their  total  service  invoice.  ISP must  itemize the total
       number of  affected  customers  using  the  MegaPOP(TM)  services  in the
       affected city.




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             ARTICLE FOUR - TECHNICAL SUPPORT AND CUSTOMER INQUIRIES

4.1.   SERVICES OF SNI.
       SNI shall perform technical support services,  to ISP, solely relevant to
       connection  of a customer to access to the  internet,  including  but not
       limited to the customer's  modem, but excluding any services  relevant to
       the ISP  provided  customer  software.  All of  said  services  shall  be
       performed by SNI during its normal and regular business hours.

4.2.   SERVICES OF ISP.
       ISP shall address any and all customer inquiries of any nature whatsoever
       and shall perform any and all technical  support services relevant to the
       ISP software provided to its customers.


                             ARTICLE FIVE - PAYMENT

5.1.   AMOUNT.
       ISP shall make  payment to SNI in the  amount,  described  in  Addendum A
       "MegaPOP(TM)  Price  Schedule",  per  customer  per  month  for  each ISP
       customer that SNI provides PPP access to the Internet  under the terms of
       this Agreement. Payment shall be made to SNI on or before the 10th day of
       each succeeding calendar month.  Payment in full shall be made to SNI, as
       provided   hereinabove,   notwithstanding   customer   connection  to  or
       termination  from the Internet at any time during the preceding  calendar
       month.

       SNI shall provide  written notice to ISP, for any changes in the Addendum
       A  "MegaPOP(TM)  Price  Schedule",  with a minimum  sixty (60) day notice
       prior to the effectivity of such changes,  for all existing recurring fee
       services.

5.2.   BILLING AND COLLECTION.
       ISP shall  provide all  services of billing and  collection  and shall be
       responsible  for all costs  and  expenses  incurred  in  connection  with
       services rendered by SNI under the terms of this Agreement.

5.3.   FAILURE TO BILL OR COLLECT.
       ISP shall  make  payment  to SNI,  as  described  under the terms of this
       Agreement,  notwithstanding  ISP's failure to bill or collect from an ISP
       customer for services provided by SNI, under the terms of this Agreement.

5.4.   REFUND.
       ISP may  utilize  its  reasonable  discretion  in making a  determination
       whether  monies  should be  refunded  to an ISP  customer  as a result of
       "ineffective  services"  provided by SNI to a customer under the terms of
       this  Agreement.  "Ineffective  services"  of SNI shall be defined as the
       failure  by SNI to provide  customers  with  uninterrupted  access to the
       Internet for a cumulative time period of less than  ninety-seven  percent
       (97%) of the total available time for connection to the internet during a
       given calendar month. "Total time available for


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       connection to the Internet" shall be determined by multiplying the number
       of days in the  calendar  month by twenty  four (24)  hours.  The  log-in
       history of SNI's user  access  logs which shall be recorded by SNI on one
       of their servers shall be used to determine  service  interruptions.  Any
       such refund provided to an ISP customer, due to the described ineffective
       service  shall  be  taken  from  the  payment  owed to SNI by ISP for the
       successive calendar month.

5.5.   AMOUNT CALCULATION FOR CUSTOMERS ADDED.
       ISP may provide  internet  access for their customers via any MegaPOP(TM)
       access location. Access Authentication,  enabling a customer's connection
       to the  MegaPOP(TM)  system,  may be  achieved  through  the  MegaPOP(TM)
       Account Manager  Interface or the ISP's own  Authentication  Server.  ISP
       reserves the right to activate  and manage  their  accounts via their own
       Authentication   Server  instead  of  the  MegaPOP(TM)   Account  Manager
       Interface Authentication Server.

       (A)      ISP agrees to pay SNI the full amount for each customer  account
                successfully  added to the SNI system  through  the  MegaPOP(TM)
                Account Manager Interface, within each preceding month, for each
                customer  account  activated  from the  first  (1st)  day of the
                calendar month through the last day of the calendar month.

       (B)      ISP  agrees  to pay SNI  the  full  amount  for  each  of  their
                customers  who have signed onto the  MegaPOP(TM)  system for any
                period of time  between  12:00AM  on the first  (1st) day of the
                calendar  month  through the  11:59:59 PM on the last day of the
                calendar month, and who are not activated within the MegaPOP(TM)
                Account  Manager  Interface  Authentication  Server.  These  ISP
                accounts  may gain  access  to the  MegaPOP(TM)  system  via the
                Authentication  Server under the direct control and ownership of
                the ISP.

5.6.   AMOUNT OF CALCULATION FOR CUSTOMERS DELETED.
       (Item 5.6.  applies only to those  accounts  activated and managed within
       the MegaPOP(TM)  Account Manager  Interface  Authentication  Server.) ISP
       agrees to pay SNI the full  amount  for each  customer  deleted  from the
       MegaPOP(TM)  Account  Manager  Interface  Authentication  Server during a
       calendar  month for customers  deleted on or after the first (1st) day of
       the calendar month.

5.7.   AMOUNT CALCULATION FOR ISDN ONLINE TIME
       Charges for online time for ISDN accounts will be calculated based upon a
       monthly start point of  12:00:00AM on the 1st day of a month,  and ending
       with  11:59:59PM on the last calendar day of the same month.  ISDN Online
       time billing will be rounded down to the nearest  minute,  and charged in
       one minute increments. ISDN Online time will be billed after 150 hours of
       online time, per month.  All MegaPOP ISDN service is offered at 128K, 2 B
       Channel service. Online time is calculated using the total single channel
       time, divided by two (2). Monthly online free time, per B Channel, is 150
       hours,  for a total of 300  channel  hours.  ISP agrees to pay the agreed
       upon hourly rate, for all it's customer's online time, exceeding 150 free
       hours per month, per ISP ISDN customer. ISDN online time will


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       be determined using SNI's log-on accounting server log files. Online time
       disputes  will be resolved only through the  examination  of SNI's log-on
       accounting  server log files.  SNI's log-on  accounting  server log files
       will be available to the ISP in the event a dispute occurs.


                          ARTICLE SIX - NON-EXCLUSIVITY

6.1    ISP and SNI agree to the terms of this Agreement  with the  understanding
       that both ISP and SNI can and may offer similar services to the market as
       competitors.  ISP and SNI agree to the terms of this  Agreement  with the
       understanding  that the  right to offer  PPP  accounts  to the  market is
       nonexclusive and mutually competitive.


                        ARTICLE SEVEN - NON-SOLICITATION

7.1    ISP and SNI, each to the other, hereby agree that during the term of this
       Agreement and for a period of sixty (60) days after  termination  of this
       Agreement,  neither party shall solicit any business from any customer(s)
       of the other party.


                     ARTICLE EIGHT - COVENANT NOT TO COMPETE

8.1.   STARNET PERSONNEL.
       Unless otherwise agreed to by the parties in writing, SNI shall not hire,
       employ or engage in any manner the  services  of any  employee,  servant,
       director, or shareholder of ISP during the term of this Agreement.


                     ARTICLE NINE - LIMITATION OF LIABILITY

9.1.   CONTRACT.
       Neither SNI, nor any of its agents, contractors, technicians, or any tier
       shall be liable to ISP or an other person or organization in contract for
       any general,  special,  indirect,  incidental,  or  consequential  damage
       whatsoever,  including  but not limited  to, any lost data,  lost time or
       other system  related  damages,  damage or loss of property or equipment,
       loss of profits or revenues,  cost of capital,  etc., which arises out of
       or is in connection with the services of SNI covered or furnished  within
       the terms of this Agreement.

9.2.   TORT.

       Neither SNI nor any of its agents,  contractors,  technicians or any tier
       shall be liable to ISP or any other person or organization for any damage
       whatsoever  in tort  (whether  based in  negligence,  willful  conduct or
       strict  liability) for any act or omission by ISP or any of its servants,
       employees,  or  agents  or for  any use  (other  than  its  own  intended
       purpose),  tampering, or illegal use of the by the customers which arises
       out of or is in connection  with the services of SNI covered by the terms
       of Agreement.


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9.3. The remedies of ISP set forth herein are exclusive and the total cumulative
     liability of SNI and any of its agents, contractors,  technicians,  and any
     tier  with  respect  to this  Agreement,  or any thing  done in  connection
     herewith  such as  performance  or  breach  hereof,  or from  installation,
     configuration, startup / initialization, programming, or any other services
     of SNI covered by or furnished under the terms of this  Agreement,  in tort
     (including negligence or strict liability), or otherwise,  shall not exceed
     the monthly service fee payable to SNI on which such liability is based.


                          ARTICLE TEN - INDEMNIFICATION
   

10.1 Notwithstanding  anything  to the  contrary  herein  contained,  each party
     agrees  to  indemnify  and  hold the  other  harmless  against  any and all
     liability,  loss, claim,  judgment,  damage and expense  (including without
     limitation attorney's fees and costs of litigation) incurred or suffered by
     the indemnified party as the result of negligence,  willful misconduct,  or
     breach of any terms of this Agreement by the indemnifying party,  including
     but not  limited to  claims,  liabilities,  losses,  damage,  judgment  and
     expense which arise out of alleged  injury or death of any person or damage
     to property of every kind and description.  The indemnifying party will not
     be responsible  for any  compromise or settlement  made without its written
     consent, which consent will not be unreasonably withheld.  Each party shall
     promptly  notify the other in writing of any claim for which its  obligated
     under this  indemnity  and for which it may seek  indemnification  from the
     other.  The  indemnifying  party shall have the right to sue the defense of
     any such  claim.  Both  parties  shall  confer as to and agree on the legal
     counsel(s) to be selected in such defense.


                         ARTICLE ELEVEN - NONDISCLOSURE

11.1.  GENERAL.

     Both parties  agree not to disclose to any third party any  proprietary  or
     confidential  information obtained from the other during the negotiation or
     performance of this Agreement  while the Agreement is in force and for five
     years  thereafter,  including any and all  technology and trade secrets now
     existing or arising in the future, price, schedules and customer lists.


                      ARTICLE TWELVE - REMEDIES FOR BREACH

12.1. Except as otherwise  limited by Article Nine, if either party breaches any
     of the terms and  provisions of this Agreement on its part to be performed,
     whether  such  breach  pertains to a default in payment or  otherwise,  the
     non-breaching  party shall have the right,  if it so elects,  to serve upon
     the breaching  party a written  notice of its  intention to terminate  this
     agreement this Agreement and the nature of the breach.



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       (a) The  breaching  party  shall  thereupon  have a period of thirty (30)
       days,  after  written  notice as such has been  served,  within  which to
       remedy the breach.

       (b) If the  breaching  party fails to duly remedy the breach,  then up on
       the  expiration  of the thirty  (30) days this  Agreement  and any rights
       herein  granted  shall  in all  respects  cease  and  terminate,  and the
       breaching party shall have no further rights hereunder.

       (c) Notwithstanding such termination,  each party's rights arising out of
       this Agreement or in connection therewith or existing prior thereto shall
       nevertheless  continue in full force and effect,  including  such party's
       right to sue for damages  caused to the them by the other party's  breach
       and failure to cure the same within the aforementioned time period.

12.2.  Nothing in this Agreement shall bar either party's right to seek specific
       performance of the  provisions of this  Agreement and  injunctive  relief
       against  threatened  conduct  that will  cause it loss or  damages  under
       customary  equity  rules,   including   applicable  rules  for  obtaining
       restraining orders and preliminary  injunctions.  Both parties agree that
       the non- breaching party may seek such  injunctive  relief in addition to
       such further or relief as may be available at equity by law.

12.3.  If a claim for amounts  owed by either  party is asserted in any judicial
       proceeding, or if either party is required to enforce this Agreement in a
       judicial  or  arbitration  proceeding,   the  party  prevailing  in  such
       proceeding  shall be entitled to reimbursement of its costs and expenses,
       including  but not  limited to,  reasonable  accounting,  attorney's  and
       attorney assistant fees.


                         ARTICLE THIRTEEN - TERMINATION
13.1   GENERAL.
       Unless  otherwise agreed to in writing by ISP and SNI and except as maybe
       otherwise provided herein, this Agreement shall  automatically  terminate
       upon the occurrence of any of the following events:

       (a) a party  files  for  bankruptcy,  or is or  becomes  insolvent  or is
       declared  insolvent  or  bankrupt,  or makes  an  assignment  or  another
       arrangement  for the benefit of its  creditors  or is  involuntarily  the
       subject of a bankruptcy filing;

       (b) a party has all or any  substantial  portion  of its equity or assets
       expropriated by any governmental authorities;

       (c) a party is dissolved or liquidated; or

       (d) a party disposes of substantially all of its assets.

13.2.  DEACTIVATION OF CUSTOMERS.
       Upon termination of this Agreement and by no later than the end of the 
       month succeeding


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       the calendar month in which this Agreement has been terminated, SNI shall
       deactivate  all ISP PPP accounts,  thereby  terminating an ISP customer's
       access to the  Internet,  and SNI shall be entitled to all payments  from
       ISP in  accordance  with the terms of this  Agreement up to and including
       the date of deactivation.

13.3.  TERMINATION PENALTY
       ISP's Termination of this Agreement, prior to the agreed upon termination
       date as  described in article  1.1. of this  Agreement,  will result in a
       penalty payment calculated according to the following formula:

       Number of Remaining Months of Agreement X Average Monthly Usage Fees for 
       Prior Months of Agreement

       ISP agrees to pay this amount in the event of ISP's  Termination  of this
       Agreement prior to the agreed  termination date described in article 1.1.
       of this Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
in duplicate as of the date set forth hereinbelow.


STARNET, INC.
An Illinois Corporation

By: /s/ Russ W. Intravartolo                         Date:   December 17, 1998
   ------------------------------------                      
          Signature and Title




ISP

By: /s/ Louis Libin                                  Date: December 17, 1998
    -----------------------------------                              
          Signature and Title
          Chief Technology Officer,
          Senior Vice President





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                    Addendum to MegaPOP/Compu-DAWN Agreement
                                Dated 12/15/1998






          This contract is contingent  upon the  represetnation  by MegaPOP that
          there is an agreement in place with GTE for use of all GTE Pops.


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