EXHIBIT 10.11

                               Customer Order Form

Level(3) Order #: 000340618                   Date Generated: September 15, 2004
Order Type:       New                         Pricing is valid for 30 calendar
                                              days after date generated.

Customer Information
--------------------------------------------------------------------------------

Customer Name: MidNet, (USA) Inc.
Customer ID Number:1-O24DD
Account Site                                               Primary Order Contact
Site Name:    MidNet, (USA) Inc. - 2950 Newmarket St.      Last Name: Gehry
Site Address: 2950 Newmarket St., Bellingham, WA,
              98226, USA                                   First Name: Kassandra
Site ID: 190047                                            Phone: 6046096188
                                                           Fax:
                                                           E-mail:
Billing Information (as will appear on the Bill)
--------------------------------------------------------------------------------

Billing Site                                               Billing Contact
Site Name:     MidNet USA inc.- billing site               Last Name:
Site Address:  2950 NEWMARKET PL, BELLINGHAM,
               WA, 98226-3872, USA                         First Name:
Site ID: 190759                                            Phone:
                                                           Fax:
                                                           E-mail:
Billing Details
Bill Cycle Date: 1st of the Month                         Currency: US Dollar
Bill Period: Monthly                                      Bill Language: English
Revenue Commitment: US Dollar 0                           Payment Method:
Customer VAT Number:                                      Purchase Order Number:
Contracting Country: USA
Billing Notes:

Summary of Charges
--------------------------------------------------------------------------------

Total Non Recurring Charge for Order: US Dollar **
Total Monthly Recurring Charge for Order: US Dollar **


**  The  confidential  portion  has  been  omitted  pursuant  to a  request  for
confidential treatment.  The confidential portion has been filed separately with
the Securities and Exchange Commission.
<PAGE>
Service Charges
--------------------------------------------------------------------------------

Please note that all prices are exclusive of VAT.

<TABLE>
<CAPTION>
Service Order Details:
<S>     <C>
                                                          Installation Date
Service: Colocation           Term: 1 Year                Requested by Customer:
                              Product Instance ID:
Service Order ID: 1002FZWJ    BBCN3116                    Action: Install
Role                          Site Name                   Site Address                Site ID
A-End Gateway                 **                          **                          **

Service Order Charges:
                                                            Monthly            Yearly
                                      Non-Recurring        Recurring         Recurring        MonthlyUsage
Chargeable Component        Qty       Charge (NRC)        Charge (MRC)      Charge (YRC)      Charge (MUC)
Colocation Full Cabinet     **
(US)
Full Cabinet Install (US)   **             **
120V AC - 15 Amps           **                                 **
120V AC                     **             **
Non Recurring Charge for Service:                    US Dollar **
Monthly Recurring Charge for Service:                US Dollar **

Service Order Details:
                                                           Installation Date
Service: Cross Connect        Term: 1 Year                 Requested by Customer:
                              Product Instance ID:
Service Order ID:             BBCN3117                     Action: Install
1002FZWK
Role                          Site Name                    Site Address                Site ID
A-End Gateway                 **                           **                          **

Service Order Charges:
                                                            Monthly            Yearly
                                      Non-Recurring        Recurring         Recurring        MonthlyUsage
Chargeable Component        Qty       Charge (NRC)        Charge (MRC)      Charge (YRC)      Charge (MUC)
Stand Alone Cross
Connect MRC                 **                                 **
Stand Alone Cross
Connect NRC                 **             **
No Charge                   **             **
Non Recurring Charge for Service:                    US Dollar **
Monthly Recurring Charge for Service:                US Dollar **

Service Order Details:
                                                           Installation Date
Service: Cross Connect        Term: 1 Year                 Requested by Customer:
                              Product Instance ID:
Service Order ID: 1002FZWL    BBCN3118                     Action: Install
Role                          Site Name                    Site Address                Site ID
A-End Gateway                 **                           **                          **

Service Order Charges:
                                                            Monthly            Yearly
                                      Non-Recurring        Recurring         Recurring        MonthlyUsage
Chargeable Component        Qty       Charge (NRC)        Charge (MRC)      Charge (YRC)      Charge (MUC)
Stand Alone Cross
Connect MRC                 **                                 **
Stand Alone Cross
Connect NRC                 **             **
No Charge                   **             **
Non Recurring Charge for Service:                    US Dollar **
Monthly Recurring Charge for Service:                US Dollar **
</TABLE>

**  The  confidential  portion  has  been  omitted  pursuant  to a  request  for
confidential treatment.  The confidential portion has been filed separately with
the Securities and Exchange Commission.

                                       2
<PAGE>
Sales Team Information
--------------------------------------------------------------------------------

Last Name        First Name         Phone                E-mail
Beutler          Gary               720-888-5678         Gary.Beutler@Level3.com
Lowe             Nathan             (720) 888-2702       Nathan.Lowe@Level3.com
Quivey           Shane              (415) 808-1656       Shane.Quivey@Level3.com

Notes
--------------------------------------------------------------------------------

No order info provided by customer yet.

place holder info input so a sig. page could be provided.

Customer Approval of Customer Order Form
--------------------------------------------------------------------------------

Tax Exempt Status
____ Non Exempt
____ Exempt, completed tax exempt form must be submitted to Level 3.

The  Service(s)  identified in this  Customer  Order Summary are governed by and
subject to the master  agreement(s)  and service  schedule(s)  (if any)  between
Level 3 and  Customer (or its  affiliate  if  expressly  provided for under such
affiliate master  agreement)  applicable to such  Service(s).  In the event that
Level 3 and Customer  (or its  affiliate as the case may be) have not executed a
master  agreement  and/or  applicable  Service  Schedule(s) with respect to such
Service(s), then Level 3's standard Master Service Agreement/Service Schedule(s)
(as of the date of this  Customer  Order)  shall  govern,  a copy of  which  are
available upon request.

Any Customer-provided  Purchase Order referenced in this Customer Order shall be
for  Customer's  internal use only.  Any terms and  conditions  contained in any
Customer-provided Purchase Order shall have no force or effect.

Level 3 reserves the right to change the pricing if this  Customer  Order is not
submitted to Level 3 within 30 days of the DateGenerated.

Neither  party  shall be liable for any  damages  for loss of  profits,  loss of
revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of
purchasing   replacement  services,  or  any  indirect,   incidental,   special,
consequential,  exemplary or punitive  damages arising out of the performance or
failure to perform under this Customer Order. The Customer  Requirement Schedule
setting forth information  regarding the Service(s) ordered by Customer pursuant
to this Customer Order,  when completed and submitted,  is incorporated  herein.
Customer shall complete and submit to Level 3 the Customer  Requirement Schedule
within 48 hours of submission of this Customer  Order.  Failure to timely submit
the  Customer  Requirement  Schedule  may  delay  installation  of  the  ordered
Service(s).  In the  event of  conflict  between  this  Customer  Order  and the
Customer Requirement Schedule, this Customer Order shall control.

                      Level 3 Confidential and Proprietary


Authorized Customer Signature: /s/ Tilo Kunz       Date Signed: 15 Sept 2004
                               -----------------                ------------
Customer Name: MidNet (USA), Inc.                  Title: COO
               ------------------                         ------------------


**  The  confidential  portion  has  been  omitted  pursuant  to a  request  for
confidential treatment.  The confidential portion has been filed separately with
the Securities and Exchange Commission.

                                       3
<PAGE>
[Level 3(R)
Communications Logo]

                            Master Service Agreement

This Master Service Agreement (this  "Agreement") is entered into this 10 day of
September,  2004 ("Effective  Date") by and between LEVEL 3 COMMUNICATIONS,  LLC
("Level 3") and MidNet (USA), Inc. ("Customer").

                             ARTICLE 1. DEFINITIONS

1.1  "Affiliate"  shall mean an entity  that now or in the  future,  directly or
indirectly controls,  is controlled by, or is under common control with, a party
to this  Agreement.  For  purposes of the  foregoing,  "control"  shall mean the
ownership of (i) greater than fifty  percent  (50%) of the voting power to elect
the  directors of the company,  or (ii) greater than fifty  percent (50%) of the
ownership interest in the company.

1.2  "Connection  Notice"  shall  mean a written  notice  from  Level 3 that the
Service  ordered has been  installed by Level 3 pursuant to the Customer  Order,
and has been tested and is functioning properly.

1.3 "Customer Commit Date" shall mean the date that Service will be available to
Customer,  as set forth in the  Customer  Welcome  Letter or such other  written
notice from Level 3 to Customer.  Notwithstanding  anything in this Agreement or
any Customer Order to the contrary,  no Customer  requested date for delivery of
Service  will be  effective  unless  and until  confirmed  in writing by Level 3
through the delivery to Customer of the Customer Commit Date.

1.4 "Customer  Order" shall mean a request for Service  submitted by Customer in
the form designated by Level 3.

1.5  "Customer  Premises"  shall mean the  location  or  locations  occupied  by
Customer or its end users to which Service is delivered.

1.6 "Customer Welcome Letter" shall mean a written communication from Level 3 to
Customer informing Customer of Level 3's acceptance of the Customer Order.

1.7  "Excused  Outage"  shall mean any  outage,  unavailability,  delay or other
degradation  of  Service  related  to,  associated  with or caused by  scheduled
maintenance  (as  described  in Section 2.7  hereof),  actions or  inactions  of
Customer or its end users,  Customer  provided power or equipment or an event of
force majeure as defined in Section 7.1.

1.8 "Facilities" shall mean any property owned, licensed or leased by Level 3 or
any of its Affiliates and used to deliver Service,  including terminal and other
equipment,  conduit, fiber optic cable, optronics, wires, lines, ports, routers,
switches,  channel service units, data service units,  cabinets,  racks, private
rooms and the like.

1.9 "Gateway"  shall mean data center space owned or leased by Level 3 or any of
its Affiliates  for the purpose of, among other things,  locating and colocating
communications equipment.

1.10 "Local  Loop" shall mean the  connection  between  Customer  Premises and a
Level 3 Gateway or other Facility.

1.11  "Megabit  per second" or "Mbps"  shall mean a unit of data rate equal to 1
million bits per second.

1.12  "Off-Net"  shall mean Service that  originates  from or  terminates to any
location that is not on the Level 3 network.

1.13  "On-Net"  shall mean  Service that  originates  from and  terminates  to a
location that is on the Level 3 network.

1.14 "Service"  shall mean any Level 3 service  described in a Service  Schedule
and identified on a particular line item of a Customer Order.

1.15 "Service  Commencement  Date" shall mean the first to occur of (i) the date
set forth in any Connection  Notice,  unless Customer  notifies Level 3 that the
Service is not  functioning  properly  as provided in Section 3.1 (or, if two or
more Services are designated as "bundled" or as having a "sibling  relationship"
in any Customer Order, the date set forth in the Connection  Notice for all such
Services); and (ii) the date Customer begins using the Service.

1.16  "Service  Levels"  shall  mean  the  specific  remedies  Level 3  provides
regarding installation and performance of Service as set forth in the particular
Service Schedule respecting the applicable Service.

1.17 "Service Schedule" shall mean a schedule attached hereto, or signed between
the parties from time to time and expressly  incorporated  into this  Agreement,
setting forth terms and conditions specific to a particular Service,  Facilities
or other tools made available by Level 3.

1.18 "Service  Term" shall mean the duration of time  (measured  starting on the
Service  Commencement  Date) for which  Service is ordered,  as specified in the
Customer Order. The Service Term shall continue on a month-to-month  basis after
expiration  of the stated  Service Term,  until  terminated by either party upon
thirty (30) days' written notice to the other.

                         ARTICLE 2. DELIVERY OF SERVICE

2.1 Submission of Customer Order(s).  To order any Service,  Customer may submit
to Level 3 a Customer  Order  requesting  Service.  The  Customer  Order and its
backup  detail must  include a  description  of the Service,  the  non-recurring
charges and monthly  recurring  charges for Service and the  applicable  Service
Term.

2.2  Acceptance  by  Level 3.  Upon  receipt  of a  Customer  Order,  if Level 3
determines to accept the Customer Order, Level 3 will deliver a Customer Welcome
Letter for the requested  Service.  Level 3 will become obligated to deliver any
ordered Service only if Level 3 has delivered a Customer  Welcome Letter for the
particular Service.

2.3 Credit  Approval and  Deposits.  Customer  will provide  Level 3 with credit
information as requested, and delivery of Service is subject to credit approval.
Level 3 may  require  Customer  to make a deposit  or  deliver  another  form of
security as a condition to (a) Level 3's acceptance of any Customer  Order;  (b)
Level  3's  continuation  of any  usage-based  Service;  and/or  (c)  Level  3's
continuation of any non usage-based  Service only in the event that (i) Customer
fails to make  payment to Level 3 of any  undisputed  amount  when due,  or (ii)

                                       1
<PAGE>
Customer has a material,  negative change in financial  condition (as determined
by Level 3 in its reasonable discretion). Any deposit will be limited to two (2)
months'  estimated  charges  for  Service and will be due upon Level 3's written
request.  Any  deposit  will be  held by  Level 3 as  security  for  payment  of
Customer's  charges.  When Service to Customer is terminated,  the amount of the
deposit will be credited to Customer's  account and any remaining credit balance
will be refunded. Any deposit paid by Customer pursuant to this Section 2.3 will
be held by Level 3 in accordance with the applicable law governing such deposit.

2.4  Customer  Premises.  Customer  shall allow  Level 3 access to the  Customer
Premises to the extent  reasonably  determined by Level 3 for the  installation,
inspection and scheduled or emergency  maintenance of Facilities relating to the
Service. Level 3 shall notify Customer at least two (2) business days in advance
of any regularly scheduled  maintenance that will require access to the Customer
Premises. Customer will be responsible for providing and maintaining, at its own
expense, the level of power, heating and air conditioning  necessary to maintain
the proper environment for the Facilities on the Customer Premises. In the event
Customer  fails to do so,  Customer shall  reimburse  Level 3 for the actual and
reasonable cost of repairing or replacing any Facilities damaged or destroyed as
a result of Customer's  failure.  Customer will provide a safe place to work and
comply with all laws and  regulations  regarding  the working  conditions on the
Customer Premises.

2.5 Level 3  Facilities.  Except as otherwise  agreed,  title to all  Facilities
shall remain with Level 3. Level 3 will provide and maintain the  Facilities  in
good  working  order.  Customer  shall  not,  and shall not  permit  others  to,
rearrange,  disconnect,  remove, attempt to repair, or otherwise tamper with any
Facilities,  without the prior written consent of Level 3. The Facilities  shall
not be used for any  purpose  other than that for which  Level 3 provides  them.
Customer  shall not take any action  that causes the  imposition  of any lien or
encumbrance on the Facilities. In no event will Level 3 be liable to Customer or
any other  person for  interruption  of Service or for any other  loss,  cost or
damage caused by or related to improper use or  maintenance of the Facilities by
Customer or any third party gaining access to the Facilities through Customer in
violation  of this  Agreement,  and  Customer  shall  reimburse  Level 3 for any
damages  incurred as a result thereof.  Customer  agrees (which  agreement shall
survive the  expiration,  termination or  cancellation of any Customer Order) to
allow Level 3 to remove the Facilities from the Customer Premises:

(A) after  termination,  expiration or  cancellation  of the Service Term of any
Service in connection with which the Facilities were used; or

(B) for repair,  replacement  or otherwise as Level 3 may determine is necessary
or desirable, but Level 3 will use reasonable efforts to minimize disruptions to
the Service caused thereby.

2.6 Customer-Provided  Equipment.  Level 3 may install certain Customer-provided
communications  equipment upon installation of Service, but Level 3 shall not be
responsible   for  the  operation  or  maintenance   of  any   Customer-provided
communication  equipment.  Level 3  undertakes  no  obligations  and  accepts no
liability  for the  configuration,  management,  performance  or any other issue
relating to any  Customer-provided  equipment used for access to or the exchange
of traffic in connection with the Service.

2.7 Scheduled Maintenance. Scheduled maintenance of the Level 3 network will not
normally  result  in  Service  interruption  or  outage.  However,  in the event
scheduled  maintenance should require a Service  interruption or outage, Level 3
will exercise commercially reasonable efforts to (i) provide Customer with seven
(7) days' prior written  notice of such  scheduled  maintenance,  (ii) work with
Customer  in good faith to attempt to  minimize  any  disruption  in  Customer's
services that may be caused by such scheduled maintenance,  and (iii) to perform
such schedule  maintenance  during the non-peak  hours of 12:00 a.m.  (midnight)
until 6:00 a.m. local time.

                         ARTICLE 3. BILLING AND PAYMENT

3.1  Commencement  of  Billing.  Upon  installation  and  testing of the Service
ordered in any  Customer  Order,  Level 3 will  deliver to Customer a Connection
Notice.  Upon receipt of the Connection Notice,  Customer shall have a period of
seventy two (72) hours to confirm  that the Service  has been  installed  and is
properly functioning.  Unless Customer delivers written notice to Level 3 within
such  seventy  two  (72)  hour  period  that the  Service  is not  installed  in
accordance  with the Customer  Order and  functioning  properly,  billing  shall
commence on the  applicable  Service  Commencement  Date,  regardless of whether
Customer  has  procured  services  from other  carriers  needed to  operate  the
Service,  and  regardless  of whether  Customer is otherwise  prepared to accept
delivery of ordered Service.  In the event that Customer notifies Level 3 within
the time period stated above that the Service is not  installed and  functioning
properly, then Level 3 shall correct any deficiencies in the Service and deliver
a new Connection Notice to Customer, after which the process stated herein shall
be repeated.

3.2 Charges.  The  Customer  Order will set forth the  applicable  non-recurring
charges  and  recurring  charges for the  Service.  Unless  otherwise  expressly
specified in the Customer Order, any non-recurring  charges shall be invoiced by
Level 3 to Customer upon the Service  Commencement Date.  However,  in the event
such Service requires Level 3 to install or construct  additional  Facilities in
the  provision of the Service,  such  Customer  Order may specify  non-recurring
charges  that are payable by  Customer  in advance of the  Service  Commencement
Date,  as mutually  agreed  between the parties and  specified  in the  Customer
Order.  If Customer  requests and Level 3 approves (in its sole  discretion) any
changes to the Customer Order or Service after acceptance by Level 3, including,
without  limitation,  the  Customer  requested  date for  delivery of Service or
Service  Commencement  Date,  additional  non-recurring  charges  and/or monthly
recurring charges not otherwise set forth in the Customer Order may apply.

3.3  Payment of  Invoices.  Invoices  are  delivered  monthly.  Level 3 bills in
advance for Service to be provided during the upcoming month, except for charges
that are dependent upon usage of Service,  which are billed in arrears.  Billing
for partial months is prorated based on a calendar  month.  All invoices are due
thirty (30) days after the date of invoice.  Unless  otherwise  specified on the
particular invoice, all payments shall be due and payable in U.S. Dollars.  Past
due  amounts  bear  interest  at a rate of 1.5% per month (or the  highest  rate
allowed by law,  whichever is less) beginning from the date first due until paid
in full.

                                       2
<PAGE>
3.4 Taxes and Fees.  All charges for Service are exclusive of  Applicable  Taxes
(as defined  below).  Except for taxes  based on Level 3's net income,  Customer
will be  responsible  for all applicable  taxes that arise in any  jurisdiction,
including,  without  limitation,  value added,  consumption,  sales,  use, gross
receipts,  excise,  access,  bypass,  franchise  or other taxes,  fees,  duties,
charges or surcharges,  however  designated,  imposed on,  incident to, or based
upon  the  provision,  sale  or  use of the  Service  (collectively  "Applicable
Taxes"). If Customer is entitled to an exemption from any Applicable Taxes for a
particular Service,  Customer is responsible for presenting Level 3 with a valid
exemption certificate (in a form reasonably acceptable to Level 3). Level 3 will
give effect to any such exemption  certificate  on a prospective  basis from and
after Level 3's receipt of such exemption certificate.

3.5 Regulatory and Legal Changes.  In the event of any change in applicable law,
regulation, decision, rule or order that materially increases the costs or other
terms of delivery of Service,  Level 3 and Customer will negotiate regarding the
rates to be charged to  Customer  to reflect  such  increase in cost and, in the
event that the parties are unable to reach agreement respecting new rates within
thirty  (30)  days  after  Level  3's  delivery  of  written  notice  requesting
renegotiation,  then (a)  Level 3 may  pass  such  increased  costs  through  to
Customer,  and (b) if Level 3 elects to pass such  increased  costs  through  to
Customer,  Customer may  terminate  the  affected  Service  without  termination
liability by delivering  written notice of termination no later than thirty (30)
days after the effective date of the rate increase.

3.6 Disputed Invoices.  If Customer reasonably disputes any portion of a Level 3
invoice,  Customer  must pay the  undisputed  portion of the  invoice and submit
written notice of the claim (with sufficient  detail of the nature of the claim,
the amount and  invoices in dispute and  information  necessary  to identify the
affected  Service(s)) for the disputed  amount.  All claims must be submitted to
Level 3 in writing  within  ninety  (90) days from the date of the  invoice  for
those  Services.  Customer  waives the right to dispute any charges not disputed
within such  ninety  (90) day period.  In the event that the dispute is resolved
against  Customer,  Customer  shall pay such amounts  plus  interest at the rate
referenced in Section 3.3.

3.7  Termination Charges.

(A)  Customer  may  cancel a  Service  following  Level  3's  acceptance  of the
applicable  Customer  Order and prior to the  Customer  Commit  Date upon  prior
written  notice to Level 3 (with  sufficient  detail  necessary  to identify the
affected Service).  In the event that Customer does so, or in the event that the
delivery of such  Service is  terminated  by Level 3 as the result of an uncured
default by Customer  pursuant to Section 4.2 of this  Agreement,  Customer shall
pay Level 3 a cancellation charge equal to the sum of:

     (i)  any  third  party  cancellation/termination  charges  related  to  the
installation and/or cancellation of any Off-Net Service;

     (ii)  Level  3's out of  pocket  costs (if any)  incurred  in  constructing
Facilities in or to the Customer Premises necessary for Service delivery;

     (iii) the non-recurring charges for any cancelled Service; and

     (iv) one (1) month's  monthly  recurring  charges for any cancelled  On-Net
Service.

Customer's  right to cancel any  particular  Service  under this Section  3.7(A)
shall automatically  expire and shall no longer apply upon Level 3's delivery to
Customer of a Connection Notice for such Service.

(B) In addition to Customer's right of cancellation  under Section 3.7(A) above,
Customer may terminate  Service prior to the end of the Service Term upon thirty
(30) days' prior written notice to Level 3 (with sufficient  detail necessary to
identify the  affected  Service).  In the event that,  after either the original
Customer  Commit  Date (if  Customer  requests  and Level 3 agrees to a delay in
delivery of a particular Service) or Customer's receipt of the Connection Notice
for a particular  Service  (whichever  occurs first) and prior to the end of the
Service Term,  Customer  terminates Service or in the event that the delivery of
Service is terminated by Level 3 as the result of an uncured default by Customer
pursuant  to  Section  4.2 of  this  Agreement,  Customer  shall  pay  Level 3 a
termination charge equal to the sum of:

     (i)  all  unpaid  amounts  for  Service   provided   through  the  date  of
termination;

     (ii)  any  third  party  cancellation/termination  charges  related  to the
installation and/or termination of any Off-Net Service;

     (iii) the non-recurring  charges for any cancelled Service,  if not already
paid;

     (iv) for any  On-Net  Service,  the  percentage  of the  monthly  recurring
charges for the terminated On-net Service  calculated from the effective date of
termination as (a) 100% of the remaining  monthly  recurring  charges that would
have been  incurred for the On-Net  Service for months 1-12 of the Service Term,
plus (b) 50% of the  remaining  monthly  recurring  charges that would have been
incurred  for the On-Net  Service  for months 13 through  the end of the Service
Term.

(C) The parties  acknowledge  that the  cancellation or termination  charges set
forth in this  Section  3.7 are a genuine  estimate of the actual  damages  that
Level 3 will suffer and are not a penalty.

3.8  Fraudulent  Use of  Services.  Customer  is  responsible  for  all  charges
attributable  to  Customer  incurred  respecting  the  Service.  In the  case of
usage-based  Services,  Customer is  responsible  for all usage  charges even if
incurred as the result of fraudulent or unauthorized use of Service; except that
Customer shall not be responsible for fraudulent or unauthorized  use by Level 3
or its employees.

                         ARTICLE 4. TERM AND TERMINATION

4.1 Term.

(A) This  Agreement  shall  become  effective  on the  Effective  Date and shall
continue  for a period of one (1) year  thereafter  ("Agreement  Term"),  unless
earlier terminated as provided herein. At the end of the initial Agreement Term,
the Agreement Term shall  automatically  renew on a  month-to-month  basis until
terminated  by either party upon thirty (30) days' prior  written  notice to the
other party.

                                       3
<PAGE>
(B) Except as otherwise set forth herein,  Level 3 shall deliver the Service for
the entire  duration of the Service Term, and Customer shall pay all charges for
delivery  thereof  through the end of the Service  Term.  To the extent that the
Service  Term for any  Service  extends  beyond the  Agreement  Term,  then this
Agreement  shall  remain in full  force and effect  for such  Service  until the
expiration or termination of such Service Term.

4.2 Default By Customer.  If (i)  Customer  makes a general  assignment  for the
benefit of its  creditors,  files a  voluntary  petition  in  bankruptcy  or any
petition or answer  seeking,  consenting to, or  acquiescing in  reorganization,
arrangement,  adjustment,  composition,   liquidation,  dissolution  or  similar
relief;  (ii)  an  involuntary   petition  in  bankruptcy  or  other  insolvency
protection  against  Customer is filed and not dismissed within sixty (60) days;
(iii) Customer fails to make any payment  required  hereunder when due, and such
failure  continues for a period of five (5) business  days after written  notice
from Level 3, or (iv) Customer fails to observe and perform any material term of
this  Agreement  (other than  payment  terms) and such failure  continues  for a
period of thirty (30) days after written  notice from Level 3; then Level 3 may:
(A) terminate  this  Agreement and any Customer  Order,  in whole or in part, in
which  event  Level 3 shall have no further  duties or  obligations  thereunder,
and/or (B) subject to Section 5.1,  pursue any  remedies  Level 3 may have under
this Agreement, at law or in equity.

4.3  Default  By  Level 3. If (i)  Level 3 makes a  general  assignment  for the
benefit of its  creditors,  files a  voluntary  petition  in  bankruptcy  or any
petition or answer  seeking,  consenting to, or  acquiescing in  reorganization,
arrangement,  adjustment,  composition,   liquidation,  dissolution  or  similar
relief;  (ii)  an  involuntary   petition  in  bankruptcy  or  other  insolvency
protection against Level 3 is filed and not dismissed within sixty (60) days; or
(iii) Level 3 fails to observe and perform any material  term of this  Agreement
(other than as provided in Section 4.4 and Article 6) and such failure continues
for a period of thirty  (30) days  after  written  notice  from  Customer;  then
Customer may: (A) terminate this Agreement  and/or any Customer  Order, in whole
or in part, in which event  Customer shall have no further duties or obligations
thereunder,  and/or (B) subject to Section 5.1, pursue any remedies Customer may
have under this Agreement, at law or in equity.

4.4  Right of Termination for Installation Delay.

In lieu of any Service  Level  credits  for  installation  delays,  if Level 3's
installation  of Service is delayed  for more than  thirty  (30)  business  days
beyond the  Customer  Commit  Date for  reasons  other  than an Excused  Outage,
Customer may terminate and discontinue the affected  Service upon written notice
to Level 3 and without payment of any applicable  termination  charge;  provided
such  written  notice is delivered  prior to Level 3 delivering  to Customer the
Connection Notice for the affected  Service.  This Section 4.4shall not apply to
any Service  where Level 3 (or a third party  contractor  engaged by Level 3) is
constructing Facilities in or to the Customer Premises necessary for delivery of
such Service.

                   ARTICLE 5. LIABILITIES AND INDEMNIFICATION

5.1 No Special  Damages.  Notwithstanding  any other provision  hereof,  neither
party shall be liable for any damages  for loss of  profits,  loss of  revenues,
loss  of  goodwill,  loss  of  anticipated  savings,  loss  of  data  or cost of
purchasing   replacement  services,  or  any  indirect,   incidental,   special,
consequential,  exemplary or punitive  damages arising out of the performance or
failure to perform under this Agreement or any Customer Order.

5.2 Personal  Injury and Death.  Nothing in this Agreement shall be construed as
limiting the  liability of either party for personal  injury or death  resulting
from the negligence of a party or its employees.

5.3  Disclaimer of Warranties.  LEVEL 3 MAKES NO WARRANTIES OR  REPRESENTATIONS,
EXPRESS  OR  IMPLIED,  EITHER  IN FACT OR BY  OPERATION  OF  LAW,  STATUTORY  OR
OTHERWISE,  INCLUDING  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE,  EXCEPT  THOSE  EXPRESSLY  SET FORTH IN THIS  AGREEMENT  OR ANY  APPLICABLE
SERVICE SCHEDULE.

5.4  Indemnification.  Each party shall  indemnify  the other from any claims by
third  parties and expenses  (including  legal fees and court costs)  respecting
damage to tangible  property,  personal  injury or death  caused by such party's
negligence or willful misconduct arising in connection with this Agreement.

                           ARTICLE 6. SERVICE LEVELS

6.1 Service  Interruptions  and Delivery.  To report  issues  related to Service
performance,  Customer may contact Level 3 Customer Service by calling toll free
in the U.S.  1-877-4LEVEL3  (1-877-453-8353)  or such other  numbers for Level 3
Customer Service in other countries as published on www.level3.com. In order for
Level 3 to investigate any reported  issues,  Customer agrees to provide Level 3
with  supporting  information  as  reasonably  requested  by Level 3,  which may
include (as applicable),  without limitation,  circuit ID, circuit end-point(s),
IP address(es),  originating  phone number and terminating  phone number. In the
event of any damages  arising out of Level 3's  furnishing or failure to furnish
Services under this Agreement, Customer's sole remedies are contained in (a) the
Service  Levels  applicable  (if any) to the affected  Service,  (b) the chronic
outage  provision (if any) set forth in the Service  Schedule  applicable to the
affected Service, and (c) Section 4.4 above.

6.2 Service  Level  Credits.  In the event Level 3 does not achieve a particular
Service Level in a particular month,  Level 3 will issue a credit to Customer as
set forth in the applicable Service Schedule upon Customer's request.  Level 3's
maintenance log and trouble  ticketing  systems will be used for calculating any
Service  Level  events.  To  request a credit,  Customer  must  contact  Level 3
Customer Service or deliver a written request (with sufficient  detail necessary
to identify the affected Service) pursuant to Section 7.4 within sixty (60) days
of the end of the  month  for  which a credit  is  requested.  Level 3  Customer
Service  may be  contacted  by  calling  toll  free  in the  U.S.  1-877-4LEVEL3
(1-877-453-8353)  or such other  numbers  for Level 3 Customer  Service in other
countries as published on www.level3.com.  In no event shall the total amount of
credits  issued to  Customer  per month  exceed the  non-recurring  charges  and
monthly recurring charges invoiced to Customer for the affected Service for that
month.

                            ARTICLE 7. GENERAL TERMS

7.1 Force Majeure. Neither party shall be liable, nor shall any credit allowance
or other remedy be extended,  for any failure of performance or equipment due to

                                       4
<PAGE>
causes beyond such party's  reasonable  control ("force majeure event").  In the
event Level 3 is unable to deliver Service as a result of a force majeure event,
Customer  shall not be obligated to pay Level 3 for the affected  Service for so
long as Level 3 is unable to deliver the affected Service.

7.2  Assignment and Resale.  Customer may not assign its rights and  obligations
under this  Agreement or any Customer  Order  without the express  prior written
consent of Level 3,  which will not be  unreasonably  withheld.  This  Agreement
shall apply to any  permitted  transferees  or  assignees.  Notwithstanding  any
assignment  by Customer,  Customer  shall  remain  liable for the payment of all
charges due under each Customer Order.  Customer may resell the Service to third
party "end users";  provided that Customer agrees to indemnify,  defend and hold
Level 3 harmless from claims made against Level 3 by such end users.

7.3  Affiliates.

(A)  Service  may be provided  to  Customer  pursuant  to this  Agreement  by an
Affiliate of Level 3, including,  without limitation, an Affiliate authorized to
provide  Service in a country other than the country within which this Agreement
has been  executed.  If a Customer  Order  requires the delivery of Service in a
jurisdiction  where, in order for such Customer Order to be enforceable  against
the parties,  additional terms must be added, then the parties shall incorporate
such terms into the Customer Order (preserving,  to the fullest extent possible,
the terms of this  Agreement).  Notwithstanding  any  provision  of  Service  to
Customer  pursuant to this  Agreement  by an Affiliate of Level 3, Level 3 shall
remain  responsible to Customer for the delivery and  performance of the Service
in accordance with the terms and conditions of this Agreement.

(B) The parties  acknowledge and agree that  Customer's  Affiliates may purchase
Service under this Agreement;  provided,  however,  any such Customer  Affiliate
purchasing  Service  hereunder agrees that such Service is provided  pursuant to
and governed by the terms and  conditions of this  Agreement.  Customer shall be
jointly and severally  liable for all claims and liabilities  arising under this
Agreement related to Service ordered by any Customer Affiliate, and any event of
default under this Agreement by any Customer  Affiliate  shall also be deemed an
event of default by Customer.  Any reference to Customer in this  Agreement with
respect  to  Service  ordered  by a  Customer  Affiliate  shall also be deemed a
reference to the applicable Customer Affiliate.

(C) Notwithstanding anything in this Agreement to the contrary, either party may
provide  a copy  of this  Agreement  to its  Affiliate  or  such  other  party's
Affiliate  for purposes of this Section 7.3,  without  notice to, or consent of,
the other party.

7.4 Notices.  Notices  hereunder shall be in writing and sufficient and received
if delivered in person, or when sent via facsimile,  pre-paid overnight courier,
electronic  mail (if an e-mail address is provided below) or sent by U.S. Postal
Service  (or First  Class  International  Post (as  applicable)),  addressed  as
follows:

         IF TO LEVEL 3:

         For billing  inquiries/disputes,  requests  for Service  Level  credits
         and/or requests for disconnection of Service (for other than default):

                  Level 3 Communications, LLC
                  1025 Eldorado Blvd.
                  Broomfield, Colorado  80021
                  Attn: Director, Billing
                  Facsimile: (877) 460-9867
                  E-mail: billing@level3.com

         For all other notices:

                  Level 3 Communications, LLC
                  1025 Eldorado Blvd.
                  Broomfield, Colorado  80021
                  Attn: General Counsel
                  Facsimile: (720) 888-5128

         IF TO CUSTOMER:

                  MidNet (USA), Inc.
                  2950 Newmarket Street
                  Suite 101, PMB 130
                  Bellingham, Washington 98226
                  Attn: Chief Financial Officer
                  E-mail: accounting@midnetinc.com
                  Facsimile: (604) 684-6024

or at such  other  address  as the party to whom  notice is to be given may have
furnished to the other party in writing in accordance herewith. All such notices
shall be  deemed  to have  been  given on (i) the date  delivered  if  delivered
personally,  (ii) the business day after dispatch if sent by overnight  courier,
(iii) the third  business day after posting if sent by U.S.  Postal  Service (or
other applicable postal delivery  service),  or (iv) the date of transmission if
delivered  by  facsimile  or   electronic   mail  (or  the  business  day  after
transmission if transmitted on a weekend or legal holiday).  Notwithstanding the
foregoing,  any notices delivered by Level 3 to Customer in the normal course of
provisioning  of Service  hereunder  shall be deemed properly given if delivered
via any of the methods  described  above or via  electronic  mail to the address
listed on any Customer Order.

7.5 Acceptable Use Policy. Customer's use of Service shall comply with Level 3's
Acceptable Use Policy and Privacy Policy, as communicated in writing to Customer
from  time to time and which are also  available  through  Level 3's web site at
www.level3.com.  Level 3 will notify Customer of complaints  received by Level 3
regarding each incident of alleged  violation of Level 3's Acceptable Use Policy
by Customer or third  parties  that have  gained  access to the Service  through
Customer.  Customer agrees that it will promptly investigate all such complaints
and take all  necessary  actions to remedy any  actual  violations  of Level 3's
Acceptable Use Policy. Level 3 may identify to the complainant that Customer, or
a  third  party  that  gained  access  to  the  Service  through  Customer,   is
investigating  the complaint and may provide the complainant  with the necessary
information  to contact  Customer  directly to resolve the  complaint.  Customer
shall   identify  a   representative   for  the  purposes  of   receiving   such
communications.

7.6  Data  Protection.  During  the  performance  of this  Agreement,  it may be
necessary  for Level 3 to transfer,  process and store  billing and  utilization
data and other data necessary for Level 3's operation of its network and for the
performance of its obligations  under this Agreement.  The transfer,  processing
and storing of such data may be to or from the United  States.  Customer  hereby

                                       5
<PAGE>
consents  that  Level 3 may (i)  transfer,  store and  process  such data in the
United  States;  and (ii) use such  data for its own  internal  purposes  and as
allowed by law. This data will not be disclosed to third parties.

7.7   Contents  of   Communications.   Level  3  shall  have  no   liability  or
responsibility for the content of any communications transmitted via the Service
(except for  content  solely  created by Level 3), and  Customer  shall  defend,
indemnify and hold Level 3 harmless from any and all claims (including claims by
governmental entities seeking to impose penal sanctions) related to such content
or for claims by third parties  relating to Customer's  use of Service.  Level 3
provides  only access to the  Internet;  Level 3 does not operate or control the
information,  services,  opinions  or other  content of the  Internet.  Customer
agrees that it shall make no claim  whatsoever  against  Level 3 relating to the
content of the  Internet or  respecting  any  information,  product,  service or
software ordered through or provided by virtue of the Internet

7.8  Marks and Publicity.

(A)  Neither  party  shall  have  the  right  to use the  other  party's  or its
Affiliates'  trademarks,  service marks or trade names without the prior written
consent  of the  other  party.  The  marks  used in this  Agreement  are  either
registered  service marks or service marks of Level 3 Communications,  Inc., its
Affiliates or third parties in the United States and/or other countries.

(B)  Neither  party shall issue any press  release  relating to any  contractual
relationship  between Level 3 and Customer,  except as may be required by law or
agreed between the parties in writing.

7.9  Non-Disclosure.  Any  information or  documentation  disclosed  between the
parties during the  performance of this Agreement  shall be subject to the terms
and conditions of the applicable non-disclosure agreement then in effect between
the parties.

7.10 Disclosure of Customer  Information.  Level 3 reserves the right to provide
any customer or potential customer bound by a nondisclosure  agreement access to
a list of Level 3's  customers and a  description  of Service  purchased by such
customers.  Customer  consents  to such  disclosure,  including  the  listing of
Customer's name and Service  purchased by Customer  (financial terms relating to
the purchase shall not be disclosed).

7.11 Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Colorado,  U.S.A., without regard to its choice of
law rules.

7.12 Entire  Agreement.  This Agreement,  including any Service  Schedule(s) and
Customer Order(s) executed hereunder, constitutes the entire and final agreement
and understanding between the parties with respect to the Service and supersedes
all prior agreements  relating to the Service,  which are of no further force or
effect. The Service Schedules attached hereto are listed below:

Service Schedule- (3)Link(R) Private Line Service
Service Schedule- (3)Center(R) Colocation
Service Schedule- (3)Link(R) Cross Connect Service and
                     Mondo Condo Fiber Link Service
Service Schedule- Online Customer Service Center

All Service  Schedules,  whether attached hereto or executed between the parties
after the Effective  Date,  are integral parts hereof and are hereby made a part
of this Agreement.

7.13 Amendment.  This Agreement, and any Service Schedule or Customer Order, may
only be modified or supplemented by an instrument in writing  executed by a duly
authorized  representative of each party. Without limiting the generality of the
foregoing,  any  handwritten  changes  to a  Customer  Order  or any  terms  and
conditions included in any Customer-provided purchase order shall be void unless
acknowledged and approved in writing by a duly authorized representative of each
party.

7.14 Order of  Precedence.  In the event of any conflict  between this Agreement
and the terms and conditions of any Service  Schedule and/or Customer Order, the
order of precedence is as follows: (1) the Service Schedule, (2) this Agreement,
and (3) the Customer Order.

7.15 Survival.  The provisions of this Article 7 and Articles 3, 5 and 6 and any
other provisions of this Agreement that by their nature are meant to survive the
expiration or  termination  of this  Agreement  shall survive the  expiration or
termination of this Agreement.

7.16 Relationship of the Parties.  The relationship between Customer and Level 3
shall not be that of partners,  agents, or joint venturers for one another,  and
nothing  contained in this Agreement shall be deemed to constitute a partnership
or  agency  agreement  between  them  for  any  purposes,   including,   without
limitation, for federal income tax purposes.

7.17 No Waiver.  No failure by either  party to enforce any  right(s)  hereunder
shall constitute a waiver of such right(s).

7.18 Severability.  If any provision of this Agreement shall be declared invalid
or unenforceable  under applicable law, said provision shall be ineffective only
to the  extent of such  declaration  and such  declaration  shall not affect the
remaining  provisions  of this  Agreement.  In the  event  that a  material  and
fundamental  provision of this  Agreement is declared  invalid or  unenforceable
under  applicable law, the parties shall  negotiate in good faith  respecting an
amendment  hereto that would  preserve,  to the  fullest  extent  possible,  the
respective rights and obligations  imposed on each party under this Agreement as
originally executed.

7.19 Joint  Product.  The parties  acknowledge  that this Agreement is the joint
work product of the parties.  Accordingly,  in the event of  ambiguities in this
Agreement,  no inferences  shall be drawn  against  either party on the basis of
authorship of this Agreement.

7.20 Third Party  Beneficiaries.  This  Agreement  shall be binding upon,  inure
solely to the  benefit  of and be  enforceable  by each  party  hereto and their
respective successors and assigns hereto, and nothing in this Agreement, express
or  implied,  is intended  to or shall  confer upon any thirty  party any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.21  Counterparts.  This Agreement may be executed in one or more counterparts,
all of which  taken  together  shall  constitute  one and the  same  instrument.
Facsimile signatures shall be sufficient to bind the parties to this Agreement.

                                       6
<PAGE>
IN WITNESS  WHEREOF,  the parties  have  entered  into this  Agreement as of the
Effective Date written above.



LEVEL 3 COMMUNICATIONS, LLC ("Level 3")          MIDNET (USA), INC. ("Customer")


By /s/ Michael Mooway                            By /s/ Tilo Kunz
   ---------------------                            ----------------

Name Michael Mooway                              Name Tilo Kunz
    -------------------                              --------------

Title V.P.                                       Title Chief Operating Officer
     ----------                                        -------------------------


                                       7
<PAGE>
                                SERVICE SCHEDULE
                         (3)LINK(R) PRIVATE LINE SERVICE

1. Applicability. This Service Schedule is applicable only where Customer orders
(3)Link(R) Private Line Service.

2.  Definitions.  Any  capitalized  terms used herein and not otherwise  defined
shall have the meaning set forth in the Agreement.

(A)  "Protected"  shall mean any Service that includes a protection  scheme that
allows traffic to be re-routed in the event of a fiber cut or equipment failure.

(B)  "Submarine"  shall mean any Service that  transits any portion of Level 3's
trans-oceanic network.

(C)  "Terrestrial"  shall mean any Service  that  generally  transits  Level 3's
land-based network (with limited water crossings, including, without limitation,
bay  and  channel  crossings)  and  does  not  in  any  way  transit  Level  3's
trans-oceanic network.

(D)  "Unprotected"  shall mean any Service  that does not  include a  protection
scheme that would allow  traffic to be  re-routed in the event of a fiber cut or
equipment failure.

3.  Service  Description.  (3)Link(R)  Private  Line  Service  is  a  dedicated,
non-switched, point to point circuit between two (2) specified locations.

4. Services from Others.  Where necessary for the  interconnection of (3)Link(R)
Private Line Service with  services  provided by others,  Customer  will provide
Level 3 with circuit  facility  assignment  information,  firm order  commitment
information  and the design layout  records  necessary to enable Level 3 to make
the necessary  cross-connection  between the (3)Link(R) Private Line Service and
Customer's   designated  carrier.  Any  delay  by  Customer  in  providing  such
information  to  Level  3  may  delay  Level  3's  provision  of  the  necessary
cross-connection.  Notwithstanding  any  such  delay  in  the  provision  of the
cross-connection, billing for the (3)Link(R) Private Line Service shall commence
on the Service Commencement Date. Level 3 may charge Customer  non-recurring and
monthly recurring cross-connect fees to make such connection.

5. Connection to Customer Premises.

(A) Where  (3)Link(R)  Private Line Service is being  terminated  Off-Net at the
Customer  Premises through an Off-Net Local Loop to be provisioned by Level 3 on
behalf  of  Customer,  the  charges  set  forth in the  Customer  Order for such
(3)Link(R)  Private Line (Off-Net) Service assumes that such (3)Link(R)  Private
Line (Off-Net) Service will be terminated at a pre-established demarcation point
or minimum  point of entry  (MPOE) in the  building  within  which the  Customer
Premises is located,  as  determined by the local access  provider.  Level 3 may
charge  Customer  additional  non-recurring  charges  and/or  monthly  recurring
charges not otherwise set forth in the Customer Order for such (3)Link(R)Private
Line (Off-Net)  Service where the local access  provider  determines  that it is
necessary  to extend the  demarcation  point or MPOE  through the  provision  of
additional infrastructure,  cabling, electronics or other materials necessary to
reach the  Customer  Premises.  Level 3 will notify  Customer of any  additional
non-recurring  charges and/or monthly  recurring  charges as soon as practicable
after  Level 3 is notified  by the local  access  provider of the amount of such
charges.

(B) In addition,  where  (3)Link(R)  Private  Line  Service is being  terminated
Off-Net at the Customer Premises through an Off-Net Local Loop to be provisioned
by Level 3 on behalf of the Customer, the charges and the Service Term set forth
in the Customer Order for such (3)Link(R) Private Line (Off-Net) Service assumes
that such (3)Link(R)  Private Line (Off-Net) Service can be provisioned by Level
3 through the local access  provider  selected by Level 3 (and/or  Customer) for
the  stated  Service  Term.  In the event  Level 3 is unable to  provision  such
(3)Link(R)  Private Line  (Off-Net)  Service  through the selected  local access
provider or the selected  local access  provider  requires a longer Service Term
than  that  set  forth  in the  Customer  Order,  Level 3  reserves  the  right,
regardless  of whether  Level 3 has  accepted  the  Customer  Order,  to suspend
provisioning  of such  (3)Link(R)  Private  Line  (Off-Net)  Service  and notify
Customer in writing of any additional  non-recurring charges,  monthly recurring
charges  and/or  Service  Term that may  apply.  Upon  receipt  of such  notice,
Customer will have five (5) business  days to accept or reject such changes.  If
Customer  does not respond to Level 3 within the five (5)  business  day period,
such changes will be deemed rejected by Customer.  In the event Customer rejects
the changes  (whether  affirmatively  or through the  expiration of the five (5)
business day period),  the affected  (3)Link(R)  Private Line (Off-Net)  Service
will be cancelled without cancellation or termination liability of either party.

6. (3)Hub(SM)Private Line Service.

(A)  (3)Link(R)  Private Line Service is also  available  configured as (3)HubSM
Private  Line  Service.  (3)Hub(SM)Private  Line  Service is  comprised of (i) a
single  (3)Link(R)  Private Line Service  between two (2) locations (such single
(3)Link(R)   Private   Line   Service   is   sometimes   referred   to  as   the
(3)Hub(SM)Private  Line Facility);  and (ii) one or more  individual  (3)Link(R)
Private  Line  Service(s)  within  the  (3)Hub(SM)Private  Line  Facility  (such
individual  (3)Link(R) Private Line Services are each sometimes referred to as a
(3)Hub(SM)Private  Line  Circuit).  (3)Hub(SM)  Private Line  Circuits will have
equal or less capacity than the (3)Hub(SM) Private Line Facility. The (3)Link(R)
Private Line Service(s) comprising any  (3)Hub(SM)Private  Line Service shall be
configured as specified in the applicable Customer Order.

(B)  Notwithstanding  any terms and  conditions in the Agreement or this Service
Schedule to the contrary,  Customer may not terminate a (3)Hub(SM)  Private Line
Facility    regardless   of   cause   without   either   (i)   terminating   all
(3)Hub(SM)Private  Line Circuit(s) within such (3)Hub(SM)  Private Line Facility
and paying all  applicable  termination  charges  related  thereto;  and/or (ii)
converting  all  (3)Hub(SM)  Private Line Circuits  comprising  such  (3)Hub(SM)
Private Line  Facility  into  stand-alone  (3)Link(R)  Private  Line  Service(s)
(without  changing the end-point  locations) at Level 3's then standard  charges
for the remainder the applicable Service Term.

7. Service Levels.

(A) Installation  Service Level. Level 3 will exercise  commercially  reasonable
efforts to install any (3)Link(R) Private Line Service on or before the Customer
Commit Date specified for the particular  (3)Link(R) Private Line Service.  This
Installation  Service  Level  shall not apply to Customer  Orders  that  contain

                                       8
<PAGE>
incorrect  information  supplied by Customer or Customer Orders that are altered
at Customer's  request after  submission and acceptance by Level 3. In the event
Level  3  does  not  meet  this  Installation  Service  Level  for a  particular
(3)Link(R)  Private  Line  Service  for  reasons  other than an Excused  Outage,
Customer will be entitled to a service credit off of the  non-recurring  charges
("NRC") and/or monthly  recurring  charges  ("MRC") for the affected  (3)Link(R)
Private Line Service as set forth in the following table:

For any (3)Link(R)Private Line (On-Net) Service:

Installation Delay Beyond
Customer Commit Date              Service Level Credit
--------------------------------- -------------------------
1 - 5 business days               Amount of NRC
--------------------------------- -------------------------
6 - 20 business days              Amount   of   NRC   plus
                                  charges  for one (1) day
                                  of the MRC for  each day
                                  of delay
--------------------------------- -------------------------
21 business days or greater       Amount  of NRC  plus one
                                  (1) months' MRC
--------------------------------- -------------------------

For any (3)Link(R)Private Line (Off-Net) Service:

Installation Delay Beyond         Service Level Credit
Customer Commit Date
--------------------------------- -------------------------
1 - 15 business days              No Credit
--------------------------------- -------------------------
16 - 30 business days             Amount of NRC
--------------------------------- -------------------------
31 business days or greater       Amount  of NRC  plus one
                                  (1) months' MRC
--------------------------------- -------------------------

(B) Availability  Service Level for Protected  (3)Link(R)  Private Line Service.
The Availability  Service Level for Protected (3)Link(R) Private Line Service is
99.99% for Protected Terrestrial (3)Link(R) Private Line (On-Net) Service, 99.9%
for Protected Submarine  (3)Link(R) Private Line (On-Net) Service, and 99.9% for
Protected  Terrestrial  (3)Link(R) Private Line (Off-Net) Service.  In the event
that any  Protected  (3)Link(R)  Private Line Service  becomes  unavailable  (as
defined  below)  for  reasons  other than an Excused  Outage,  Customer  will be
entitled  to a  service  credit  off of  the  MRC  for  the  affected  Protected
(3)Link(R)  Private Line Service based on the cumulative  unavailability  of the
affected Protected  (3)Link(R) Private Line Service in a given calendar month as
set forth in the following table.

For any Protected (3)Link(R)Private Line (On-Net) Service:

Cumulative  Unavailability           Service Level Credit
(in hrs:mins:secs)
------------------------------------ --------------------------
00:00:01 - 00:05:00                  No Credit
------------------------------------ --------------------------
00:05:01- 00:45:00                   5%
------------------------------------ --------------------------
00:45:01- 04:00:00                   10%
------------------------------------ --------------------------
04:00:01 - 08:00:00                  20%
------------------------------------ --------------------------
08:00:01 -12:00:00                   30%
------------------------------------ --------------------------
12:00:01 -16:00:00                   40%
------------------------------------ --------------------------
16:00:01 - 24:00:00                  50%
------------------------------------ --------------------------
24:00:01 or greater                  100%
------------------------------------ --------------------------

For any Protected Terrestrial (3)Link(R)Private Line (Off-Net) Service:

Cumulative  Unavailability           Service Level Credit
(in hrs:mins:secs)
------------------------------------ --------------------------
00:00:01- 00:45:00                   No Credit
------------------------------------ --------------------------
00:45:01- 04:00:00                   5%
------------------------------------ --------------------------
04:00:01 - 08:00:00                  10%
------------------------------------ --------------------------
08:00:01 -12:00:00                   20%
------------------------------------ --------------------------
12:00:01 -16:00:00                   30%
------------------------------------ --------------------------
16:00:01 - 24:00:00                  40%
------------------------------------ --------------------------
24:00:01 or greater                  100%
------------------------------------ --------------------------

For  purposes of this  Section  7(B) and Section  7(C) below,  "unavailable"  or
"unavailability" means the duration of a break in transmission measured from the
first of ten (10)  consecutive  severely erred seconds  ("SESs") on the affected
(3)Link(R)Private Line Service until the first of ten (10) consecutive non-SESs.
An SES is a second with a bit error ratio of greater than or equal to 1 in 1000.

(C) Availability Service Level for Unprotected  (3)Link(R) Private Line Service.
In the event  that any  Unprotected  (3)Link(R)  Private  Line  Service  becomes
unavailable (as defined in Section 7(B) above) for reasons other than an Excused
Outage,  Customer  will be entitled  to a service  credit off of the MRC for the
affected  Unprotected  (3)Link(R)  Private Line Service based on the  cumulative
unavailability for the affected Unprotected (3)Link(R) Private Line Service in a
given calendar month as set forth in the following table:

For any Unprotected (3)Link(R)Private Line (On-Net) Service:

Cumulative Unavailability         Service Level Credit
(in hrs:mins:secs)
--------------------------------- ---------------------------
0:00:01 - 6:00:00                 No Credit
--------------------------------- ---------------------------
6:00:01 - 8:00:00                 5%
--------------------------------- ---------------------------
8:00:01 - 10:00:00                10%
--------------------------------- ---------------------------
10:00:01 - 12:00:00               15%
--------------------------------- ---------------------------
12:00:01 or greater               20%

For any Unprotected Terrestrial (3)Link(R)Private Line (Off-Net) Service:

Cumulative Unavailability         Service Level Credit
(in hrs:mins:secs)
--------------------------------- ---------------------------
0:00:01 - 30:00:00                No Credit
--------------------------------- ---------------------------
30:00:01 - 36:00:00               2.5%
--------------------------------- ---------------------------
36:00:01 - 42:00:00               5%
--------------------------------- ---------------------------
42:00:01 or greater               7.5%
--------------------------------- ---------------------------

(D) Off-Net Service Limitations.  The Service Levels set forth in this Section 7
and  the  rights  of  termination  pursuant  to  Section  4.4 of  the  Agreement
respecting  (3)Link(R)  Private  Line  (Off-Net)  Service  shall  only  apply to
Terrestrial  (3)Link(R)  Private Line (Off-Net) Service with end point locations
in the United States and/or the European Union. For any other Off-Net Local Loop
Service or (3)Link(R)  Private Line  (Off-Net)  Service  provisioned  by Level 3
through a third party  carrier for the  benefit of  Customer  and not  otherwise
covered by this  Section 7, Level 3 will  pass-through  to Customer  any service
levels and  associated  credits  (or other  express  remedies)  (if  applicable)
provided to Level 3 by the applicable third party carrier.

8. Chronic Outage. Customer may elect to terminate an affected On-Net (3)Link(R)
Private  Line Service  prior to the end of the Service Term without  termination
liability if, for reasons other than an Excused Outage,

     (1) For Protected On-Net  (3)Link(R)  Private Line Service,  such Protected
On-Net  (3)Link(R)  Private Line Service is  unavailable  (as defined in Section
7(B) above) for four (4) or more  separate  occasions of more than two (2) hours
each OR for more than twenty four (24) hours in the  aggregate  in any  calendar
month; or

     (2)  For  Unprotected   On-Net  (3)Link(R)   Private  Line  Service,   such
Unprotected On-Net (3)Link(R) Private Line Service is unavailable (as defined in
Section 7(B) above) for three (3) or more separate occasions of more than twelve
(12) hours each OR for more than  forty two (42) hours in the  aggregate  in any
calendar month.

                                       9
<PAGE>
Customer may only terminate such On-Net (3)Link(R)  Private Line Service that is
unavailable  as described  above,  and must  exercise its right to terminate the
affected On-Net (3)Link(R) Private Line Service under this Section,  in writing,
within  thirty (30) days after the event  giving rise to a right of  termination
hereunder,  which termination will be effective as set forth by Customer in such
notice of  termination.  Except for any credits  that have  accrued  pursuant to
Section 7, this  Section 8 sets forth the sole  remedy of  Customer  for chronic
outages or interruptions of any (3)Link(R) Private Line Service.



                                       10
<PAGE>
                                SERVICE SCHEDULE
                             (3)CENTER(R) COLOCATION


1. Applicability. This Service Schedule is applicable only where Customer orders
Colocation Space and associated services (i.e., power and (3)Tech(SM)Service).

2.  Definitions.  Any  capitalized  terms used herein and not otherwise  defined
shall have the meaning set forth in the Agreement.

(A)  "Colocation  Area"  shall  mean  the  location  within a  Gateway  in which
Colocation Space ordered by Customer is located.

(B) "Colocation  Space" shall mean the location(s) within the Colocation Area of
a Level 3  Gateway  where  Customer  is  permitted  to  colocate  communications
equipment pursuant to a Customer Order accepted by Level 3.

(C)  "(3)Tech(SM)  Service"  shall mean Level 3 technician  services,  which may
include, without limitation, (i) basic on-site, on demand first-line maintenance
and support,  including  power cycling  equipment,  and (ii) scheduled  support,
maintenance,  installation  and removal of equipment,  cabling and other related
support  services,  consistent  with Level 3's then  current  written  (3)TechSM
Service  Description,  as amended by Level 3 from time to time,  a copy of which
shall be made  available  to  Customer  upon  request.  (3)Tech(SM)  Service was
sometimes  previously  referred  to  as  Remote  Hands,  Scheduled  Support  and
Installation and/or Field Technical Services (FTS).

3. Service  Description.  (3)Center(R)  Colocation is Colocation  Space within a
Gateway licensed to Customer for purpose of colocating communications equipment.

4. Grant of  License.  Customer  is granted  the right to occupy the  Colocation
Space  identified  in a  Customer  Order  during  the  Service  Term,  except as
otherwise  provided in the Agreement and this Service Schedule.  Level 3 retains
the right to access any Colocation Space for any legitimate  business purpose at
any time.

5. Use of Colocation  Space.  Customer  shall be permitted to use the Colocation
Space only for placement and maintenance of communications  equipment.  Customer
may access the  Colocation  Space (and the Gateway and  Colocation  Area for the
sole purpose of accessing the Colocation  Space) twenty four (24) hours per day,
seven (7) days per week,  subject to any and all rules,  regulations  and access
requirements imposed by Level 3 governing such access.

6. Level 3 Maintenance. Level 3 shall perform janitorial services, environmental
systems maintenance, power plant maintenance and other actions as are reasonably
required  to  maintain  the  Colocation  Area in which the  Colocation  Space is
located in a condition  that is suitable  for the  placement  of  communications
equipment.  Level 3 shall maintain the  Colocation  Area in which the Colocation
Space is located (but shall not be obligated  to maintain the  Colocation  Space
itself) with a relative humidity in the range of 50% ( + or - 10%) and a maximum
ambient air temperature of 78 degrees Fahrenheit (26 degrees Celsius).  Customer
shall maintain the Colocation Space in an orderly and safe condition,  and shall
return the Colocation Space to Level 3 at the conclusion of the Service Term set
forth in the  Customer  Order in the same  condition  (reasonable  wear and tear
excepted) as when such  Colocation  Space was  delivered to Customer.  EXCEPT AS
EXPRESSLY  STATED HEREIN OR IN ANY CUSTOMER ORDER, THE COLOCATION SPACE SHALL BE
DELIVERED AND ACCEPTED "AS IS" BY CUSTOMER,  AND NO REPRESENTATION HAS BEEN MADE
BY LEVEL 3 AS TO THE FITNESS OF THE  COLOCATION  SPACE FOR  CUSTOMER'S  INTENDED
PURPOSE.

7. Release of Landlord. If and to the extent that Level 3's underlying leases so
require (but only if they so require)  Customer  hereby  agrees to release Level
3's landlord (and its agents,  subcontractors  and employees) from all liability
relating  to  Customer's  access  to the  Gateway  and the  Colocation  Area and
Customer's use and/or occupancy of the Colocation Space.

8.  Security.  Level 3 will  provide  and  maintain  in working  condition  card
reader(s),  scanner(s)  and/or other access device(s) as selected by Level 3 for
access  to  the  Colocation   Area  of  a  Gateway.   Customer  shall  under  no
circumstances "prop open" any door to, or otherwise bypass the security measures
Level 3 has imposed for access to, the Colocation  Area.  Level 3 will provide a
locking device on Customer's  Colocation  Space,  which Customer shall be solely
responsible  for  locking  and/or  activating  such  device.  In the event  that
unauthorized  parties  gain access to the  Gateway,  Colocation  Area and/or the
Colocation Space through access cards,  keys or other access devices provided to
Customer,  Customer shall be responsible for any damages caused by such parties.
Customer  shall be  responsible  for the cost of replacing any security  devices
lost or stolen after  delivery  thereof to Customer.  In the event  Customer has
reason to believe that an unauthorized party has gained access to the Colocation
Space, Level 3 will, at Customer's request,  make video surveillance  records of
the Colocation Area reasonably  available to Customer for viewing by Customer in
the presence of a Level 3 employee.  In addition,  Level 3 will provide Customer
with a copy of the access logs for the  Colocation  Area and/or the Gateway,  as
applicable, upon Customer's prior written request.

9.  Prohibited  Activities.  Customer  shall  abide by any  posted or  otherwise
communicated  rules  relating  to  use  of,  access  to,  or  security  measures
respecting the Gateway,  Colocation Area and/or the Colocation Space. Customer's
rights of access and use will be immediately terminated in the event Customer or
any of its  agents or  employees  are in Level 3's  Gateway  with any  firearms,
illegal drugs,  alcohol or are engaging in any criminal activity,  eavesdropping
or foreign  intelligence.  Persons  found  engaging  in any such  activity or in
possession of the aforementioned  prohibited items will be immediately  escorted
from the Gateway.

10. Termination of Use. Level 3 shall have the right to terminate Customer's use
of the Colocation Space or the Service  delivered therein in the event that: (a)
Level 3's rights to use the Gateway  terminates  or expires for any reason;  (b)
Customer is in default  hereof;  (c) Customer makes any material  alterations to
the Colocation  Space without first obtaining the written consent of Level 3; or
(d) Customer  allows  personnel or contractors to enter the Gateway,  Colocation
Area  and/or  the  Colocation  Space  who have not been  approved  by Level 3 in
advance.  With respect to items (b), (c) and (d),  unless (in Level 3's opinion)
Customer's actions interfere or have the potential to interfere with other Level

                                       11
<PAGE>
3 customers,  Level 3 shall provide Customer a written notice and a ten (10) day
opportunity  to cure  before  terminating  Customer's  rights to the  Colocation
Space.

11.  Removal of  Equipment.  Within two (2) days  following  the  expiration  or
termination of the Service Term for any Colocation Space,  Customer shall remove
all Customer equipment from the Colocation Space. In the event Customer fails to
remove the  equipment  within such two (2) day period,  Level 3 may  disconnect,
remove and dispose of Customer's equipment without prior notice.  Customer shall
be  responsible  for any costs and  expenses  incurred by Level 3, or its agent,
representative or contractor,  resulting from disconnection,  removal,  disposal
and storage of Customer's equipment, for which Customer agrees to pay such costs
and  expenses  and all other  charges due and owing by Customer to Level 3 under
the Agreement  prior to Level 3 returning any Customer  equipment still in Level
3's  possession.  Level 3 shall not be liable for any loss or damage incurred by
Customer arising out of Level 3's disconnection, removal, storage or disposal of
Customer's equipment.

12.  Sublicenses.  Customer may sublicense the use of Colocation Space under the
following conditions:  (a) all proposed sublicensees must be approved in writing
by Level 3 in Level 3's sole discretion,  except Customer may sublicense the use
of the Colocation Space to an Affiliate of Customer upon prior written notice to
Level 3; (b) Customer hereby guarantees that all such parties shall abide by the
terms of the Agreement, this Service Schedule and the applicable Customer Order;
(c) Customer shall  indemnify,  defend and hold Level 3 harmless from all claims
brought  against Level 3 arising from any act or omission of any  sublicensee or
its agents; and (d) any such party shall be considered  Customer's agent and all
of such party's acts and  omissions  shall be  attributable  to Customer for the
purposes of the  Agreement  and this  Service  Schedule.  In the event  Customer
sublicenses  use of  the  Colocation  Space  without  Level  3's  prior  written
approval,  Level 3 may upon ten (10) days'  prior  written  notice  reclaim  the
sublicensed  portion of the  Colocation  Space.  Customer  shall  surrender such
reclaimed   Colocation  Space  and  shall  be  subject  to  termination  charges
associated with the reclaimed Colocation Space as provided in Section 3.7 of the
Agreement.  No refunds shall be made to Customer regarding reclaimed  Colocation
Space.

13. Changes.

(A) Level 3  reserves  the right to change (at Level 3's cost) the  location  or
configuration  of the Colocation  Space licensed to Customer  within the Level 3
Gateway; provided that Level 3 shall not arbitrarily require such changes. Level
3 and Customer shall work in good faith to minimize any disruption in Customer's
services that may be caused by such changes in location or  configuration of the
Colocation Space.

(B) Notwithstanding anything in Section 3.1 of the Agreement to the contrary and
unless  otherwise  agreed in writing by the  parties,  in the event any Customer
Order for  Colocation  Space is  altered  (including,  without  limitation,  any
changes in the configuration or build-out of the Colocation Space) at Customer's
request after  Customer's  submission  and Level 3's acceptance of such Customer
Order that results in a delay of Level 3's delivery of such Colocation  Space to
Customer,  billing for such  Colocation  Space shall  commence no later than the
original Customer Commit Date.

14.  Insurance.  Prior to storage of  equipment  or occupancy by Customer of any
Colocation  Space and  during the  Service  Term,  Customer  shall  procure  and
maintain the following minimum insurance coverage:  (a) Workers' Compensation in
compliance with all applicable statutes of appropriate  jurisdiction  (including
Employer's  Liability  with limits of $500,000 each  accident);  (b)  Commercial
General Liability with combined single limits of $1,000,000 each occurrence; and
(c) "All Risk" Property insurance  covering all of Customer's  personal property
located in the Gateway.  Customer  acknowledges that it retains the risk of loss
for,  loss of  (including,  without  limitation,  loss of use),  or  damage  to,
Customer  equipment and other personal  property located in the Level 3 Gateway.
Customer further  acknowledges that Level 3's insurance  policies do not provide
coverage  for  Customer's  personal  property  located  in the Level 3  Gateway.
Customer  shall,  at its  option,  maintain a program of property  insurance  or
self-insurance  covering loss of or damage to its  equipment and other  personal
property located in the Level 3 Gateway. Customer's Commercial General Liability
policy shall be endorsed to show Level 3 (and any underlying  property owner, as
requested  by Level 3) as an  additional  insured.  Customer  shall waive and/or
cause its insurance carriers to waive all rights of subrogation against Level 3,
which will  include,  without  limitation,  an express  waiver in all  insurance
policies.  Customer  shall  furnish  Level  3  with  certificates  of  insurance
demonstrating that Customer has obtained the required insurance  coverages prior
to use of the Colocation Space or the storage of equipment in the Gateway.  Such
certificates  shall contain a statement that the insurance coverage shall not be
materially  changed or cancelled  without at least ten (10) days' prior  written
notice to Level 3.  Customer  shall  require any  contractor,  customer or other
third party  entering the Gateway on  Customer's  behalf to procure and maintain
the same types, amounts and coverage extensions as required of Customer above.

15. (3)Tech(SM)Service.

(A) Level 3 may provide (3)Tech(SM)  Service on Customer's  equipment within the
Colocation  Space from time to time as  mutually  agreed  between  the  parties.
Customer may order (3)Tech(SM) Service by contacting Level 3 Customer Service or
such other means as Level 3 may make  available from time to time. For (3)TechSM
Service that is scheduled support beyond the basic on-site, on-demand first-line
maintenance  and  support,  Level 3  shall  not be  obligated  to  perform  such
(3)Tech(SM) Service until a scope of such (3)Tech(SM) Service to be provided has
been  mutually  agreed by the parties in writing.  Upon Level 3's  acceptance of
such order (and the parties' execution of a scope document, if required),  Level
3 will perform the (3)Tech(SM) Service in accordance with Customer's directions.
Unless  otherwise  agreed  between the parties,  pricing for  (3)Tech(SM)Service
shall be at Level 3's then current rates.

(B) ANY (3)TECH(SM) SERVICE IS PROVIDED ON AN `AS-IS' BASIS AND LEVEL 3 MAKES NO
WARRANTIES  OR  REPRESENTATIONS,  EXPRESS  OR  IMPLIED,  EITHER  IN  FACT  OR BY
OPERATION   OF  LAW,   STATUTORY   OR   OTHERWISE,   INCLUDING   WARRANTIES   OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

(C) As part of any (3)Tech(SM)  Service,  under no circumstances will Level 3 be
responsible for performing any warranty-affecting work, and Level 3 shall not be
liable to Customer or any third party to the extent any work performed  violates
and/or voids, in whole or in part, any equipment, software and/or manufacturer's
warranty.  Notwithstanding  any  provision  in  this  Service  Schedule  or  the

                                       12
<PAGE>
Agreement  to the  contrary  but  subject  to  Section  19(C)  below,  Level 3's
cumulative  liability  for  damages  arising  out of or  related  to  Level  3's
performance  or failure to perform any  (3)Tech(SM)  Service  will be limited to
direct  damages in an amount not to exceed  the total fees paid by  Customer  to
Level 3 for the particular (3)Tech(SM)Service giving rise to the liability.

16. Storage of Customer  Equipment.  Level 3 may, at its option,  agree to store
equipment that Customer  intends to colocate in Customer's  Colocation Space for
not more than forty five (45) days prior to the applicable Customer Commit Date.
Storage  of such  equipment  is purely  incidental  to the  Service  ordered  by
Customer  and  Level 3 will  not  charge  Customer  a fee for such  storage.  No
document  delivered as part of such storage shall be deemed a warehouse receipt.
Absent Level 3's gross negligence or intentional misconduct,  Level 3 shall have
no liability to Customer or any third party  arising from such  storage.  In the
event Customer  stores  equipment for longer than forty five (45) days,  Level 3
may,  but shall not be obligated  to,  return  Customer's  equipment to Customer
without liability, at Customer's sole cost and expense.

17.  Promotional  Signage.  Customer may display a single  promotional sign with
Customer's  name and/or logo on the outside of any  Customer  Colocation  Space;
provided  such  signage  does not  exceed  8  inches  by 11  inches.  All  other
promotional signage is prohibited.

18. Power.

(A) Unless otherwise agreed between the parties,  the pricing for power shall be
on a breakered amp load basis.

(B) The standard  available  power in any Colocation  Space is 180  watts/square
foot (1800 watts/square meter) of breakered power. Any additional power required
by Customer is subject to prior written approval by Level 3.

(C) In the event the power utility increases the price paid by Level 3 for power
provided to any  Colocation  Space,  Level 3 may  pass-through  to Customer such
price increase upon prior written notice to Customer.

19. Service Levels.

(A)  Installation  Service  Level.  This  Installation  Service Level applies to
cabinet and private suite  Colocation  Space ordered in a Gateway.  Level 3 will
exercise  commercially  reasonable efforts to install any Colocation Space on or
before the  Customer  Commit Date  specified  for such  Colocation  Space.  This
Installation  Service  Level  shall not apply to Customer  Orders  that  contain
incorrect information supplied by Customer,  Customer Orders that are altered at
Customer's  request  after  submission  and  acceptance  by Level 3, or Customer
Orders that require  Level 3 to  configure  Colocation  Space to  specifications
other than Level 3's standard specifications for Colocation Space (such standard
specifications  shall be made available to Customer upon request).  In the event
Level  3  does  not  meet  this  Installation  Service  Level  for a  particular
Colocation  Space for reasons  other than an Excused  Outage,  Customer  will be
entitled to a service credit equal to the charges for one (1) day of the monthly
recurring  charges  ("MRC") for the  affected  Colocation  Space for each day of
delay, up to a monthly maximum credit of four (4) days.

(B) Power Service Level. In the event of any outage of Level 3 provided power to
the  Colocation  Space for reasons  other than  Customer  actions or  omissions,
Customer  will be entitled to receive a service  credit equal to the charges for
one (1) day of the MRC for the  affected  Colocation  Space (with a maximum of a
one (1) day credit for all outages in any twenty four (24) hour period).

(C) (3)Tech(SM)  Service  Response Time Service Level. The Response Time Service
Level for (3)Tech(SM)Service for basic on-site, on-demand first-line maintenance
and support is as set forth below.  This  Response  Time Service Level shall not
apply to any  (3)Tech(SM)  Service that is for scheduled  support,  maintenance,
installation  or removal.  This Response Time Service Level is measured from the
time Level 3 Customer Service receives and logs Customer's  (3)Tech(SM)  Service
request  with all of the  necessary  information  requested  by Level 3 Customer
Service,  until a Level 3 technician is dispatched in response to the particular
request.  In the event Level 3 does not meet the following Response Time Service
Level for reasons other than an Excused  Outage,  Customer will be entitled to a
service  credit equal to the charges for one (1) day of the MRC for the affected
Colocation  Space (with a maximum of a one (1) day credit for all  instances  of
delay in any twenty four (24) hour period,  with a total monthly  maximum credit
of seven (7) days):

Service Level
----------------------
                       Response
Hours of Operation     Time
---------------------- -------------
Normal     Level    3  30 minutes
business   hours   of
operation  (M-F)  for
the        particular
Gateway
---------------------- -------------
Off-hours,   holidays  2 hours
& weekends
---------------------- -------------

                                       13
<PAGE>
                                SERVICE SCHEDULE
       (3)LINK(R)CROSS CONNECT SERVICE and MONDO CONDO FIBER LINK SERVICE

1. Applicability. This Service Schedule is applicable only where Customer orders
(3)Link(R) Cross Connect Service and/or Mondo Condo Fiber Link Service.

2.  Definitions.  Any  capitalized  terms used herein and not otherwise  defined
shall have the meaning set forth in the Agreement.

3. Service  Description.  (3)Link(R)  Cross  Connect  Service is copper or fiber
optic cabling  cross-connected  between Level 3 provided (3)Center(R) Colocation
(cabinets and/or suites),  other Level 3 provided  Service or Facilities  and/or
third party provided  services or facilities  that terminate  within the Level 3
Gateway.  Mondo Condo Fiber Link Service is fiber optic  cabling  that  provides
connectivity between the Level 3 Mondo Condo facility and the Level 3 Gateway in
the  same  metropolitan  area.  Mondo  Condo  Fiber  Link  Service  can  provide
connectivity between Level 3 provided  (3)Center(R)  Colocation (cabinets and/or
suites) within a Level 3 Mondo Condo  facility and the Level 3 Gateway,  Level 3
provided  dark fiber and/or third party  provided  services or  facilities  that
terminate within a Level 3 Gateway.

4. Interconnection.  Unless otherwise agreed between the parties, any (3)Link(R)
Cross Connect  Service or Mondo Condo Fiber Link Service will be  interconnected
to a Level 3 provided  panel  within the Level 3 Gateway  (and not  directly  to
Customer provided equipment or facilities). Upon request of Customer at the time
of submission of the applicable  Customer Order,  Level 3 will interconnect such
(3)Link(R)  Cross Connect Service or Mondo Condo Fiber Link Service  directly to
Customer provided equipment or facilities within the Level 3 Gateway;  provided,
however, Level 3 shall not be liable to Customer or any third party for any loss
or damage to such Customer provided  equipment or facilities arising out of such
direct interconnection.

5. Service  Level.  Level 3 will  exercise  commercially  reasonable  efforts to
install  any  (3)Link(R)  Cross  Connect  Service and any Mondo Condo Fiber Link
Service on or before the  Customer  Commit  Date  specified  for the  particular
(3)Link(R)  Cross Connect Service or Mondo Condo Fiber Link Service (as the case
may be). This Installation Service Level shall not apply to Customer Orders that
contain incorrect  information  supplied by Customer or Customer Orders that are
altered at Customer's request after submission and acceptance by Level 3. In the
event Level 3 does not meet this  Installation  Service  Level for a  particular
(3)Link(R)  Cross Connect Service or Mondo Condo Fiber Link Service (as the case
may be) for reasons other than an Excused Outage, Customer will be entitled to a
service credit off of the non-recurring charges ("NRC") and/or monthly recurring
charges ("MRC") for the affected (3)Link(R) Cross Connect Service or Mondo Condo
Fiber Link Service (as the case may be) as set forth in the following tables:

For (3)Link(R) Cross Connect Service:

Installation Delay Beyond         Service Level Credit
Customer Commit Date
--------------------------------- -------------------------
1 - 5 business days               Amount of NRC
--------------------------------- -------------------------
6 - 20 business days              Amount   of   NRC   plus
                                  charges  for one (1) day
                                  of the MRC for  each day
                                  of delay
--------------------------------- -------------------------
21 + business days                Amount  of NRC  plus one
                                  (1) months' MRC
--------------------------------- -------------------------

For Mondo Condo Fiber Link Service:

Installation Delay Beyond         Service Level Credit
Customer Commit Date
--------------------------------- -------------------------
15 - 30 business days             Amount of NRC
--------------------------------- -------------------------
31 + business days                Amount  of NRC  plus one
                                  (1) months' MRC
--------------------------------- -------------------------

                                       14
<PAGE>
                                SERVICE SCHEDULE
                         ONLINE CUSTOMER SERVICE CENTER

1. Applicability.  This Service Schedule is applicable only to Customer's access
to and use of  Level  3's  Online  Customer  Service  Center  (the  "Online  CSC
System").

2.  Definitions.  Any  capitalized  terms used herein and not otherwise  defined
shall have the meaning set forth in the Agreement.

3. Description.  The Online CSC System is an online Customer Service Center that
provides  Customer  with  reporting,  pricing,  availability,  and  other  order
information (specific to Customer) for Service ordered under the Agreement.

4. Authorized Users.

(A)  Customer  may enroll  for  access to the  Online CSC System by signing  and
returning a completed  Authorized  User Access Form as  designated by Level 3, a
copy of which is available from Level 3 upon request, for each individual who is
authorized  to access and use the Online CSC System on behalf of Customer  (each
an "Authorized User"). Customer shall have the right to add or delete Authorized
Users or change the access rights and authority of any Authorized User from time
to time at Customer's  discretion  by  submission to Level 3 of the  appropriate
form(s)  designated  by Level 3 and available  upon  request.  Level 3 will send
written  confirmation  (via e-mail) of its receipt of such written request,  and
will implement such additions,  deletions or changes by close of business on the
second (2nd) business day after receipt of such written request.

(B)  Customer  agrees that the person  using the Online CSC System  username and
password is the Authorized User assigned to that username and password,  and has
the access  rights and  authority to bind  Customer  consistent  with the access
rights  and  authority  assigned  by  Customer  to that  Authorized  User in the
applicable Authorized User Access Form.

(C) Customer shall be responsible for the  confidentiality and use of all Online
CSC System  user  name(s),  password(s)  and other  security  data,  methods and
devices  provided by Level 3 to Customer for use by Authorized  Users.  Customer
shall be  responsible  for the cost of replacing  any  security  devices lost or
stolen after delivery by Level 3 to Customer.  Customer shall immediately notify
Level 3 if there is any unauthorized use of Customer's username(s),  password(s)
and other security data, methods or devices.

5.  Additional  Terms  and  Conditions.  Customer  agrees  to be  bound  by  any
additional  terms and  conditions  displayed on the Online CSC System and agreed
(or  accepted)  by Customer  that may be  applicable  to any Service or Customer
Order submitted via the Online CSC System.

6. Changes,  Suspension or Termination of the Online CSC System. Level 3 may, at
any time and without notice,  change, modify and/or alter the Online CSC System,
including,  without  limitation,  the functionality of the Online CSC System and
the Service available for ordering by Customer therein; provided,  however, that
Level 3 shall use  commercially  reasonable  efforts to notify  Customer of such
changes,  additions or  deletions.  In  addition,  Level 3 may,  without  cause,
suspend or  terminate  Customer's  access to the Online CSC System or  otherwise
discontinue  the Online CSC System,  in whole or in part, upon written notice to
Customer.

7. Proprietary  Rights.  Customer agrees that Level 3's Online CSC System is the
property  of Level 3.  Customer  agrees  not to use Level 3's  Online CSC System
other than for its intended use and, in no event,  shall Customer provide access
to the Online CSC System to any person other than an Authorized User.

8.  Ordering  Service  Through  the Online CSC System.  This  Section 8 shall be
applicable to Customer's  submission of Customer Orders and/or  reservations for
Service to Level 3 via the Online CSC System.

(A) Without limiting the generality of Section 4(B) above, Customer acknowledges
and agrees  that any  Customer  Order for Service  submitted  via the Online CSC
System by an Authorized  User with Customer  Order  submission  authority  shall
constitute a valid and binding  Customer Order of Customer  (subject to the same
terms and conditions for all Customer Orders under the Agreement),  and Customer
shall be  responsible  for any and all  charges  associated  with such  Customer
Order.

(B) Level 3 shall confirm the  submission  of a Customer  Order by forwarding to
Customer via e-mail a "Confirmation" or "Rejection" of the Customer Order within
one (1) business day of receipt of the Customer Order via the Online CSC System.
In the event Customer does not receive either a Confirmation or Rejection within
such time frame,  Customer  should  contact its Level 3 account  representative.
Notwithstanding the terms of Section 2.2 of the Agreement, Level 3's delivery of
the  Confirmation  shall  constitute  Level 3's acceptance of any Customer Order
submitted  via the Online CSC System,  and shall create a binding  obligation on
the part of the parties  respecting the Service  referenced in the Confirmation.
If the Confirmation  incorrectly  states any of the terms that Customer believes
are applicable to its Customer  Order,  Customer shall deliver written notice of
its objection to the  Confirmation  within two (2) business days following Level
3's  delivery  of  the  Confirmation.  In  the  event  that  an  objection  to a
Confirmation  is  delivered  to Level 3 within such two (2) business day period,
then the parties shall confer in an effort to resolve such objection.

(C) Both Customer and Level 3 agree that the  electronic  order process (as more
particularly described in this Section 8) within the Online CSC System creates a
valid and binding Customer Order between Level 3 and Customer.

(D) In the event that  Customer  determines  through  the Online CSC System that
certain  Service  is then  available  but  Customer  does not desire to submit a
Customer  Order for such  Service,  Customer  may be  permitted  to reserve such
Service  for a period  of time in  accordance  with the  reservation  terms  and
conditions displayed on the Online CSC System.

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