EXHIBIT 10.5  -  Services   Agreement  dated  May  1,  2000  Between   Pipeline
                 Technologies, Inc. and Service Provider

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            PORTIONS OF THIS DOCUMENT CONTAINING "XXXXXX" IS MATERIAL
             WHICH IDENTIFIES THE PARTY TO THIS AGREEMENT AND HAS
               BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.
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                                SERVICE AGREEMENT


This SERVICE AGREEMENT ("Agreement") is hereby made and entered into, as of this
1st  day  of  May,  2000  (the  Effective  Date),  by  and  between XXXXXXXXXXXX
("Company"), and Pipeline Technologies, INC. ("Customer").  Company and Customer
are also referred to herein each as a "Party" and collectively as the "Parties."

1. SERVICES.  Customer hereby orders, and Company hereby agrees to provide,  the
Services,  as  specifically   described  on  Schedule  A,  attached  hereto  and
incorporated  by  reference  herein,  as revised from time to time by Company in
accordance with generally applicable changes in Company's service offerings. The
Services  will be provided at the rates,  and in  accordance  with the terms and
conditions,  set forth in this  Agreement  and on Schedule A.  Services  ordered
hereunder are subject to credit approval.  Customer hereby authorizes Company to
act as its agent in placing  orders  with such  carriers  and other  entities as
shall be  reasonably  necessary for Company to provide the Services to Customer.
Nothing in this Agreement shall be deemed to prohibit or otherwise limit Company
from selling and  providing  the Services at retail  directly to end users or at
wholesale to other entities for resale to end users

2. TERM.  This  Agreement  shall be effective as of the  Effective  Date,  shall
continue in full force and effect for the term set forth on Schedule A,  hereto,
unless  earlier  terminated   pursuant  to  Section  8,  hereof,  and  shall  be
automatically renewed for one or more of the renewal terms set forth on Schedule
A, unless a Party notifies the other Party in writing of its intent not to renew
at least ninety (90) days prior to  termination of the then current term of this
Agreement  (the  "Term").  In the  event,  however,  that  Company  is unable to
maintain  such  agreements  and  facilities as shall be necessary to provide the
Services at rates and on terms and conditions  reasonably  acceptable to Company
or  Company's   performance   under  this  Agreement  is  held  by  the  Federal
Communications Commission (FCC), one or more state regulatory commissions (State
Commissions),  or a court of competent  jurisdiction to violate any FCC or State
Commission  order,  regulation,  rule or  policy,  Company  may  terminate  this
Agreement, pursuant to Section 8, without further liability to Customer.

3. ADDITIONAL  RESPONSIBILITIES  OF COMPANY.  Company shall establish,  and from
time  to  time  may  amend,   reasonable  service  order  processing  forms  and
procedures,  shall  accept and  process  orders for the  Services  submitted  by
Customer on such forms and in conformance  with such  procedures,  and shall not
unreasonably discriminate against orders for the Services submitted by Customer.
No order for the Services  shall be binding  upon Company  unless and until such
order has been approved and accepted by Company.  Company  reserves the right to
verify orders for the Services  which do not comply with  ordering  requirements
established by Company.  Company shall exercise  reasonable,  good faith efforts
(i) to provide at the  request of Customer  the  Services  to  Subscribers  on a
timely basis; (ii) to secure, operate and maintain, or caused to be operated and
maintained,  such  services and  facilities as shall be necessary to provide the
Services; and (iii) to maintain all necessary and appropriate relationships with
network and other  service  providers.  Company  shall  provide the  Services in
accordance with generally  accepted  industry  standards.  Company shall provide
Customer with such customer support as shall be reasonable and appropriate.

4. ADDITIONAL  RESPONSIBILITIES OF CUSTOMER. Customer shall use its best efforts
to market the Services. In so doing, Customer shall act in a lawful, ethical and
honest manner at all times, and shall resell the Services in accordance with all
applicable  laws,  statutes  and  ordinances,  orders  of  courts  of  competent
jurisdiction,  and rules, regulations,  policies and orders of the FCC and State
Commissions,  as well as other regulatory and governmental authorities.  Without
limiting the  generality  of the above,  Customer  shall (i) secure and maintain
such  regulatory  authorizations  as shall be necessary and  appropriate for the
provision  of the  Services  to  Subscribers,  (ii)  not  use the  Services,  or
knowingly allow the Services to be used, for any unlawful or fraudulent  purpose
or in a manner which will interfere with the use of the Services by others,  and
(iii)  promptly  report to Company  all  complaints  received  from  Subscribers
regarding the  Services.  On the Effective  Date,  and monthly  thereafter on or
before the last day of each month, Customer shall provide Company with a written
forecast of anticipated  usage of the Services during the immediately  following
three months.  Customer  shall  maintain all insurance  and/or bonds required by
law, as well as such other  insurance  and/or bonds as Company shall  reasonably
require,  all in such amounts as Company shall reasonably  specify and issued by
companies  reasonably  acceptable to Company.  Each insurance  policy shall name
Company as an additional insured, shall waive subrogation against Company, shall
contain a severability of interest/cross liability endorsement, and shall not be
subject to cancellation  or non-renewal  without at least thirty (30) days prior
written notice to Company.  Customer shall furnish Company with  certificates of
insurance  on the  Effective  Date.  From  time to time,  at  Company's  written
request,  Customer  shall  promptly  meet with  Company to  discuss,  and  shall

                                                                COMPANY - ______
                                                               CUSTOMER - ______

                                        1

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provide  to  Company  such  information  as  Company  shall  reasonably  request
regarding,  activities  undertaken  by  Customer  pursuant  to  this  Agreement.
Customer  is solely  responsible  for  providing  to  Subscribers  the  start-up
software  allowing the Subscriber to access the Company Internet access network.
Such start-up software must comply with the Company network  specifications  and
requirements,  including, but not limited to, the ability to track the origin of
the  Subscriber.  At Customers  request,  Company shall supply,  at the rate and
charges  set  forth in  Schedule  A, to  Customer  a master  copy CD disk of the
"XXXXXXXXXXX"  XXXXXX  Internet  access  start-up  software.  Customer is solely
responsible for creating  replicas for distribution to Subscribers,  any artwork
design or customization of the software.

End users who  subscribe  to services  provided by Customer  using the  Services
(Subscribers)  shall be customers  of Customer and not of Company,  and Customer
shall be solely  responsible  for  providing  service  to  Subscribers.  Without
limiting  the  generality  of the  above,  Customer  shall  be  responsible  for
contracting  with,  ordering,  modifying and terminating  services for, billing,
collecting  from,  and performing  customer  service  functions for  (including,
without  limitation,   responding  to  Subscribers   inquiries  and  complaints,
reporting service outages and other troubles)  Subscribers.  Excluding  mutually
agreed upon Company  supplied  Technical  Support for Internet  access,  Company
shall not be required to deal directly with Subscribers.  Upon Customers request
Company will supply  Customer  the  interface  to the  Company's  authentication
system and billing software  enabling  Customer to bill Subscribers for Internet
access  services at rates outlined in Schedule A. Customer agrees to provide any
hardware and software  component(s) required for Company to bill Customer and/or
for Customer to bill  Subscribers for Services  rendered as outlined in Schedule
A. Company will provide  training at Companies  facilities for Company  supplied
billing software at rates as set forth in Schedule A. Customer shall not, during
the Term,  directly or  indirectly,  individually  or jointly,  for itself or as
agent,  or on behalf of or in conjunction  with any person,  firm,  association,
partnership,  or  corporation,  or as a  partner  in  any  partnership,  or as a
shareholder  of any  corporation,  or by or  through  or on  behalf of any other
person,  sell or resell to any  person,  firm or  entity,  services  of  another
provider which are substantially  similar to the Services,  except in geographic
areas in which Company does not offer the Services, or elects not to provide the
Services to Customer. During the Term and for one (1) year thereafter,  Customer
shall not, without the written consent of Company,  solicit,  induce, attempt to
employ, or employ any officer or employee of Company.

5. RATES AND CHARGES.  Company shall charge Customer,  and Customer shall pay to
Company, the usage-sensitive,  recurring and non-recurring rates and charges set
forth on Schedule A, hereto,  for the Services.  The rates and charges set forth
on  Schedule  A are in lieu of any  other  tariffed  or  contractual  discounts,
special pricing or term/volume  commitments.  The rates and charges set forth on
Schedule A may be increased by Company,  in a proportionate  amount,  and at the
same time,  in the event  that the rates and  charges  paid by  Company  for the
services and facilities used to provide the Services are increased.  Company may
pass through to Customer any amounts paid by it, directly or indirectly,  to (i)
governmental  authorities,  (ii)  entities  acting  on  behalf  of  governmental
authorities,  or (iii) local exchange carriers in conjunction with its provision
of the Services, including, without limitation, access charges, regulatory fees,
and assessments associated with universal service, number administration, number
portability,  and  telecommunications  relay  service,  as well as amounts it is
required  to pay to other  entities  as a result of federal or state  regulatory
mandates,  including,  without limitation,  local exchange carriers and payphone
service providers. In computing  usage-sensitive  charges, usage of the Services
shall be rounded up to the nearest  usage  increment as set forth on Schedule A,
with the initial usage increment listed on Schedule A.

Immediately following the end of the Ramp-up Period Customer shall be liable for
the monthly minimum usage charge  ("Minimum  Monthly  Commitment"),  both as set
forth on  Schedule  A. In the event that  Customer  fails to satisfy the Minimum
Monthly  Commitment in a given month,  Customer shall be billed in the amount of
the Minimum Monthly Commitment rather than for its actual usage of the Services.
Customer shall not be excused from paying  Company for the Services  provided to
Customer  because all or a portion of such Services were  fraudulently  used. If
Company discovers  fraudulent use of the Services,  it may, but is not required,
to take such actions as it deems  appropriate to prevent such fraudulent  usage.
If Customer discovers  fraudulent use of the Services,  it shall promptly notify
Company. Customer shall provide Company with valid and appropriate tax exemption
certificates  for all  applicable  jurisdictions  (federal,  state  and  local).
Customer shall be responsible for properly charging taxes to Subscribers and for
the proper and timely  reporting and payment of  applicable  taxes to the taxing
authorities,  and shall defend and indemnify  Company from payment and reporting
of all applicable federal, state and local taxes, including, but not limited to,
gross receipts taxes, surcharges, franchise fees, occupational, excise and other
taxes (and  penalties  and  interest  thereon),  relating  to the  Services.  If
Customer  fails to provide and maintain the required  certificates,  Company may
charge Customer and Customer shall pay such applicable taxes.

6. PAYMENT TERMS. Rates and charges for the Services,  excluding Flat Rate Voice
Ip, shall be billed  monthly.  Flat Rate Voice Ip accounts will be billed weekly
and Company will collect  payment from Customer via bank draft of Customers bank
account.  Usage sensitive charges shall be billed in arrears.  Recurring charges

                                                                COMPANY - ______
                                                               CUSTOMER - ______

                                        2

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<PAGE>


shall be billed in advance. Nonrecurring charges shall be billed upon completion
of the associated activity.  All invoices shall be due and payable within thirty
(30) days of the date of the invoice,  unless otherwise specified on Schedule A,
hereto (the "Due Date").  Payments shall be considered  past due if not received
by Company on or before the Due Date.  A late  payment  charge not to exceed one
and one-half percent (1.5%) of the past due balance may be applied by Company to
any  amount  not paid by  Customer  on or  before  the Due Date.  All  payments,
excluding  Flat Rate Voice Ip, shall be made by Customers  company check or wire
transfer to such account at such  financial  institution  as Company  shall from
time to time  designate.  In the event that  Customer  in good faith  disputes a
charge,  it shall so notify  Company in writing  within  thirty (30) days of its
receipt of the invoice containing the disputed charge,  including in such notice
an explanation and all available supporting documentation. Company shall respond
to said  notice  within  thirty  (30)  days of its  receipt  of the  notice  and
thereafter  Company  and  Customer  shall  attempt in good faith to resolve  the
dispute. In the event that the Parties are unable to resolve the dispute, either
Party may submit the matter to arbitration  pursuant to Section 14,  hereof,  in
which event, the dispute shall be resolved through binding arbitration. Customer
shall pay all  disputed  amounts in  accordance  with this  Section 6 subject to
resolution of the dispute.  All invoices not disputed by Customer  within thirty
(30) days of Customers receipt thereof shall be final and binding upon Customer.

7. SECURITY.  In order to reasonably  safeguard  Company's  interests,  Customer
shall  provide  Company  on the  Effective  Date with a  suitable  deposit  as a
guarantee of payment for its use of the Services and the performance by Customer
of its obligations hereunder ("Security Deposit").  The initial Security Deposit
shall be as set forth on Schedule A, hereto.  The Security Deposit may be in the
form of cash or such  irrevocable  commercial  letter of credit,  bond, or other
instrument,  or assurance as shall be reasonably acceptable to Company.  Company
may increase the Security  Deposit at anytime  during the Term if (i) the amount
of the  Security  Deposit  is less  than the  aggregate  amount  Company  billed
Customer  for use of the  Services  during  the  immediately  two (2)  preceding
months,  (ii)  Customer  fails to  timely  pay bills  rendered  to it on two (2)
occasions during any six (6) month period, or (iii) Company reasonably  believes
that due to Customers  financial  condition,  additional security is required to
safeguard its interests.  Company may draw upon the Security Deposit at any time
for payment of any amounts owed to it by Customer.  In the event that Company so
draws upon the  Security  Deposit,  Customer  shall be required  within five (5)
business  days of written  notice of such draw to replenish  the amount drawn by
Company. Upon termination or expiration of this Agreement, Company may draw upon
the Security  Deposit for payment of Customer's  final bill or any other amounts
then owed to it by  Customer.  The fact that  Customer has provided the Security
Deposit neither  relieves  Customer of its  obligations  hereunder to timely pay
amounts owed to Company nor  constitutes a waiver or  modification  of Company's
right to terminate  this  Agreement  under Section 8, hereof,  for nonpayment of
such amounts.

8.  TERMINATION/DEFAULT.  This Agreement may be terminated  without liability to
the terminating Party: (i) at any time by mutual agreement of the Parties;  (ii)
by Company  (a) upon five (5) days  written  notice in the event  that  Customer
fails to pay any amount due Company by the Due Date, if such breach is not cured
within the notice  period;  (b) upon five (5) days  written  notice in the event
that Customer  fails,  directly or  indirectly,  to satisfy its Minimum  Monthly
Commitment,  if such  breach is not cured  within  the notice  period;  (c) upon
written  notice in the event that  Customer  fails to  provide on the  Effective
Date, or increase or replenish within five (5) days following  Company's request
therefor,  the Security  Deposit;  (d) upon written notice pursuant to Section 2
hereof;  or (e) upon five (5) days  written  notice in the event  that  Customer
engages in  fraudulent  or  deceptive  conduct,  or any  conduct  which tends to
discredit,  dishonor,  reflect  adversely  upon or  injures  the  reputation  of
Company,  in reselling the Services if Customer does not cease  engaging in such
conduct within the notice period; (iii) by the non-breaching Party upon five (5)
days written notice in the event of a material breach by the other Party if such
material  breach is not cured within  thirty (30) days of written  notice of the
breach by the terminating  Party; (iv) by Customer upon thirty (30) days written
notice in the event that Company  increases the rates for the Services  pursuant
to Section 5, hereof,  by in excess of twenty percent (20%);  or (v) immediately
upon written notice by a Party upon institution by or against the other Party of
any proceeding for relief under the Bankruptcy Code, the insolvency of the other
Party or the  appointment by a court of competent  jurisdiction of a receiver of
the other Party's  property.  In the event of a material breach by a Party under
this  Agreement,  the  non-breaching  Party,  in addition to having the right to
terminate this Agreement  without  liability,  may pursue such other remedies as
may be available to it at law or in equity. In the event of a material breach by
Customer of this Agreement,  Company may immediately, at its sole discretion and
without liability to Customer, also (i) suspend the provision of the Services to
Customer;  (ii) cease  accepting and processing new orders for the Services from
Customer;  (iii)  withhold  from  Customer  delivery  of billing  records;  (iv)
foreclose on any security interest or lien it may have in Customers assets;  (v)
bill and collect for the Services directly from Subscribers;  and/or (vi) market
the Services directly to Subscribers. Neither termination nor expiration of this
Agreement shall relieve a Party of liabilities previously accrued hereunder.


                                                                COMPANY - ______
                                                               CUSTOMER - ______

                                        3

                                      -73-
<PAGE>


9.  LIMITATIONS ON LIABILITY.  EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED  HEREIN,
COMPANY MAKES NO WARRANTY,  EITHER EXPRESS OR IMPLIED,  CONCERNING THE SERVICES,
INCLUDING,  WITHOUT  LIMITATION,  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR  PURPOSE  OR USE.  EXCEPT AS  OTHERWISE  EXPRESSLY  PROVIDED  HEREIN,
COMPANY SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DAMAGES
ARISING OUT OF MISTAKES, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS
IN  TRANSMISSION,  OR DELAYS  ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
OBLIGATIONS OF COMPANY  PURSUANT TO THIS AGREEMENT.  COMPANY SHALL NOT BE LIABLE
FOR ANY DAMAGES, COSTS OR CLAIMS ARISING FROM SERVICES,  FACILITIES OR EQUIPMENT
NOT  FURNISHED  BY IT,  OR FROM ANY  OTHER  EVENT  THAT  PREVENTS  COMPANY  FROM
PERFORMING ITS  OBLIGATIONS  UNDER THIS  AGREEMENT,  IF THAT EVENT IS BEYOND THE
REASONABLE CONTROL, AND WITHOUT THE FAULT OR NEGLIGENCE, OF COMPANY. IN NO EVENT
SHALL A PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,  INCIDENTAL, OR CONSEQUENTIAL
DAMAGES  (INCLUDING  PROFITS)  REGARDLESS  OF THE  FORM OF  ACTION,  WHETHER  IN
CONTRACT,  TORT, STRICT LIABILITY, OR OTHERWISE,  ARISING OUT OF THE PERFORMANCE
OF THIS AGREEMENT.

In the event of a complete loss of the Services (Service Outage),  Company shall
provide Customer with a credit equal to the proportion of the monthly  recurring
charge  associated  with the period of the Service  Outage  (Credit);  provided,
however,  that a Credit shall not be due in conjunction with Service Outages (i)
caused by an individual or entity other than Company;  (ii) caused by equipment,
facilities,  or services  not  provided by Company;  (iii)  caused by  scheduled
maintenance or repair activities;  or (iv) during any period in which Company is
not permitted  access by Customer to locations  and/or  facilities  necessary to
restore the Services.  A Service Outage shall commence when Customer reports the
outage to  Company  and  shall  end when the  availability  of the  Services  is
restored.  In no event shall a Credit exceed the amount of the monthly recurring
charge for the Services taken by Customer.

10. INDEMNIFICATION.  Both Parties hereby agrees to defend,  indemnify, and hold
harmless the other  Parties  parents,  employees,  officers,  managers,  agents,
affiliates and subsidiaries from all claims and liabilities, including costs and
expenses  and  reasonable  attorney's  fees  attributed  to,  arising  out of or
resulting from (i) a material breach of this  Agreement;  or (ii) the sale, use,
adequacy,  and availability of the Services provided by Customer to Subscribers.
The  obligations  set forth in this Section 10 shall survive any  termination of
this Agreement.

11. PROPRIETARY INFORMATION\CONFIDENTIALITY. Each Party acknowledges that during
the Term the other Party (the "Proprietary Party") may disclose to it, or it may
receive in performing its obligations under this Agreement, information which is
considered  proprietary,  confidential  and/or  competitively-sensitive  by  the
Proprietary Party ("Proprietary  Information") and agrees to take all reasonable
and  necessary  steps  to  preserve  the   confidentiality  of  all  Proprietary
Information,  whether  communicated  by the Proprietary  Party, or received,  in
writing,  electronically,  orally or otherwise.  Proprietary  Information  shall
include information and data regarding or relating to present or future pricing,
discount policies,  marketing  strategies,  commission plans, business plans and
projections, sales goals, profit margins, financial data, markets and suppliers,
legal and regulatory  data,  prospective  and/or actual  regulatory  strategies,
technical  information,   techniques,   new  ideas,  inventions,   developments,
names/addresses/telephone  numbers of  Subscribers,  credit  histories and trade
names  of  Subscribers,   rates  of  attrition,   and  such  other  confidential
engineering,  technical,  financial, business, marketing,  promotional and sales
data as a Disclosing Party shall designate as  "proprietary,"  either in writing
or orally, all of which are hereby identified and acknowledged to be Proprietary
Information.  This  Agreement and its contents shall be deemed to be Proprietary
Information  of both  Parties.  Proprietary  Information  shall not  include (i)
information  which at the time of  disclosure  was  generally  available  to the
public;  (ii) information  which subsequent to its disclosure by the Proprietary
Party to the receiving Party, is published or otherwise becomes available to the
public  through any means other than an act or omission of the receiving  Party;
(iii)  information which was previously known to the receiving Party free of any
obligation to keep it confidential  or which is  subsequently  developed in good
faith by the receiving Party; and (iv) information  rightfully  acquired in good
faith  from a third  party on a  non-confidential  basis  without  breach  of an
agreement to maintain said  information in confidence.  Proprietary  Information
disclosed to a Party is and shall remain the property of the Proprietary  Party.
By disclosing Proprietary Information, the Proprietary Party does not relinquish
any of its  proprietary  rights and  interests  therein and hereby  specifically
reserves  all  such  proprietary   rights  and  interests  to  said  Proprietary
Information.  A Party  shall  return (or,  with the  consent of the  Proprietary
Party,  which  shall not be  unreasonably  withheld,  destroy)  all  Proprietary
Information and all copies thereof, including,  without limitation,  written and
electronic copies, as well as all summaries, notes or other documents, materials
or things containing Proprietary Information,  to the Proprietary Party promptly
upon  the  reasonable   written  request  of  the  Proprietary  Party  and  upon
termination of this Agreement.


                                                                COMPANY - ______
                                                               CUSTOMER - ______

                                        4

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Proprietary  Information  shall  not be used,  or  allowed  to be  used,  by the
receiving Party for any purpose other than to facilitate its  performance  under
this Agreement or disclosed to any third party without the  Proprietary  Party's
prior written consent. The receiving Party shall use at least the same degree of
care and discretion it uses with regard to its own  proprietary or  confidential
information  to prevent  the  disclosure,  unauthorized  use or  publication  of
Proprietary  Information,  including,  but not  limited to taking  steps to: (i)
advise all receiving Party employees with access to the Proprietary  Information
of the  obligation  to protect the  Proprietary  Information;  and (ii) restrict
disclosure of the Proprietary Information solely to its employees with a need to
know. A receiving Party may disclose Proprietary  Information (i) if required to
do so by law;  or (ii) if  ordered  to do so by a court  or  other  governmental
authority of competent jurisdiction; provided, however, that the receiving Party
shall provide the Proprietary  Party prior written notice of any such disclosure
and  exercise  commercially  reasonable  efforts to both afford the  Proprietary
Party an  opportunity  to contest the  disclosure and to limit the extent of the
disclosure to the maximum extent practicable.  The obligations set forth in this
Section 12 shall survive termination of this Agreement.

12.  RELATIONSHIP  OF PARTIES.  This Agreement  constitutes  Customer only as an
independent  contractor and not as a general or special agent or  representative
of Company and does not create a partnership  or joint venture  between  Company
and Customer. This Agreement does not confer on Customer, and Customer shall not
represent  that it has by  virtue  of this  Agreement,  any  status,  power,  or
authority other than to the extent expressly provided herein. Customer shall not
have the right,  power or  authority,  nor shall  hold  itself out as having the
right,  power or  authority,  to create any contract or  obligation,  express or
implied,  binding Company.  Customer shall be solely  responsible for the manner
and  means  by  which  it  performs,  as  well  as  expenses  incurred  by it in
performing,  its obligations under this Agreement.  Customer shall have no right
by virtue of this  Agreement  in any other  business  ventures of Company or any
revenues,  profits  or  losses  derived  therefrom,  and  neither  Customer  nor
Customers  employees,  agents  or  representatives  shall  have  any  claim  for
compensation, benefits or reimbursement against Company.

13. TRADEMARKS.  Customer recognizes the right, title and interest of Company in
and  to  its  name,   service  marks,   trademarks   and  copyrights   ("Company
Trademarks"),  acknowledges  that the Company  Trademarks and the  registrations
thereof are good,  valid and enforceable in law and equity,  and agrees,  during
the  Term  and  thereafter,  not  to  engage  in  any  activities,  directly  or
indirectly,  which may contest, dispute or otherwise impair the right, title and
interest of Company in and to the Company Trademarks. Customer shall not acquire
or claim any right,  title or interest in or to the Company  Trademarks  through
purchase and use of the Services, and nothing in this Agreement shall constitute
a general license authorizing the use of the Company Trademarks.  Customer shall
not use the Company Trademarks without Company's prior written approval and then
only to the extent and in the manner so  approved  and subject to such rules and
regulations  as  Company  shall  from  time  to  time  promulgate  in  its  sole
discretion.

14.  ARBITRATION.  Arbitrations  under  this  Agreement  shall be  conducted  in
accordance  with the  United  States  Arbitration  Act  (Title  9,  U.S.  Code),
notwithstanding  any choice of law  provision in this  Agreement,  and under the
Commercial  Arbitration Rules of the American  Arbitration  Association ("AAA").
The arbitration shall be conducted in the City of XXXXX,  XXXXX. The decision of
the  arbitrator  shall be final and binding upon the parties.  Judgment upon the
arbitration award may be entered in any court having jurisdiction.  In rendering
any decision or making  findings of fact the arbitrator  shall apply the express
intentions of the parties set forth in this  Agreement and the laws of the State
of XXXXX, including,  without limitation,  any applicable statutes,  regulations
and binding  judicial  decisions,  as such would be applied by the courts of the
State of XXXXX and the United States District Court for the Northern District of
XXXXX.

15.  MISCELLANEOUS.  All notices and other communications  required or permitted
hereunder  shall be in  writing  and shall be deemed  to have  been  given  when
received by hand delivery,  telecopy  (followed by notice  transmitted,  postage
prepaid,  by U.S.  registered or certified mail, return receipt  requested),  or
overnight delivery service,  with acknowledged  receipt,  addressed to the other
Party at the  address  first  above  written  for that  Party,  or to such other
addresses as such Party shall have given for such  purpose by notice  hereunder.
Unless  otherwise  provided  herein,  this  Agreement  may be amended only by an
instrument in writing duly  executed by all Parties.  Any waiver by any Party of
any breach of or failure to comply with any  provision of this  Agreement by the
other Party shall not be construed  as, or  constitute,  a continuing  waiver of
such provision,  or a waiver of any other provision  hereof. If any provision or
provisions  of this  Agreement  are  determined to be invalid or contrary to any
existing or future law,  statute or ordinance of any  jurisdiction or any order,
rule or regulation of a court or regulatory or other  governmental  authority of
competent  jurisdiction,  such  invalidity  shall not impair the operation of or
affect those provisions in any other jurisdiction or any other provisions hereof
which are valid, and the invalid provisions shall be construed in such manner as
shall be as  similar in terms to such  invalid  provisions  as may be  possible,
consistent  with  applicable  law. This Agreement may not be assigned by a Party
without the prior written consent of the other Party, which consent shall not be
unreasonably  withheld;  provided,  however,  that  Customer  shall be deemed to
consent to any  assignment  of this  Agreement by Company to an  Affiliate.  The
rights and obligations  under this Agreement shall survive any merger or sale of
a Party and shall be binding upon the successors  and permitted  assigns of each
Party.  This  Agreement  shall be binding  upon and inure to the  benefit of the
Parties  hereto,  and their  respective  assigns,  heirs,  successors  and legal
representatives.  It is not the  intent of the  Parties  that there be any third
party beneficiaries of this Agreement, and this Agreement is exclusively for the
benefit of the Parties hereto or their respective assigns.  The Parties covenant
to one another to execute  and  deliver  such  further  instruments  and do such
further  reasonable  acts and things as may  reasonably be required to carry out
the intent and purposes of this Agreement.

                                                                COMPANY - ______
                                                               CUSTOMER - ______

                                        5

                                      -75-
<PAGE>


THIS AGREEMENT SETS FORTH THE ENTIRE  UNDERSTANDING  OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR  AGREEMENTS AND COLLATERAL
COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
ORAL OR  WRITTEN,  BY  EITHER  PARTY  (OR ANY  OFFICER,  DIRECTOR,  EMPLOYEE  OR
REPRESENTATIVE  OF THEREOF)  WITH  RESPECT TO THE SUBJECT  MATTER  HEREOF.  THIS
AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF XXXXXXX,  APPLICABLE  TO AGREEMENTS  MADE AND TO BE ENTIRELY  PERFORMED
THEREIN,  WITHOUT  REGARD TO ITS  PRINCIPLES OF CHOICE OF LAW. THE PARTIES AGREE
THAT ANY ACTION TO ENFORCE OR  INTERPRET  THE TERMS OF THIS  AGREEMENT  SHALL BE
INSTITUTED  AND MAINTAINED  ONLY IN THE FEDERAL  DISTRICT COURT FOR THE NORTHERN
DISTRICT OF XXXXXXX,  OR IF JURISDICTION IS NOT AVAILABLE IN FEDERAL COURT, THAN
A STATE  COURT  LOCATED IN XXXXXXX,  XXXXXXX.  CUSTOMER  HEREBY  CONSENTS TO THE
JURISDICTION  AND VENUE OF SUCH  COURTS  AND  WAIVES ANY RIGHT TO OBJECT TO SUCH
JURISDICTION AND VENUE.

This Agreement may be signed in any number of counterparts,  each of which shall
be an original for all purposes,  but all of which together shall constitute one
agreement.

IN WITNESS  WHEREOF,  the  Parties  have  caused this  SERVICE  AGREEMENT  to be
executed as of the day and year first above written.



      CUSTOMER                                 COMPANY

      Pipeline Technologies, Inc.
                                               XXXXXXXXXXXXXXXXXXXXX


      By: /s/ Tim Murtaugh                     By:  XXXXXXXXXXXXXXXXXXXXX
          -----------------------------             ----------------------------

      Name: Tim Murtaugh                       Name: XXXXXXXXXXXXXXXXXXXXX
            ---------------------------             ----------------------------


      Title: President                         Title: XXXXXXXXXXXXXXXXXXXXX
            ---------------------------             ----------------------------


                                                                COMPANY - ______
                                                               CUSTOMER - ______

                                        6

                                      -76-
<PAGE>

                                                                COMPANY - ______
                                                               CUSTOMER - ______

                                   SCHEDULE A

SERVICES:

Dial Up Internet Access:             Service includes-
                                              3 (POP 3) email accounts
                                              24 X 7 technical support
                                              Newsgroups
                                              5 megabytes for personal web space
                                              Unlimited Internet access
                                              Professionally staffed technical
                                              support(1) services and
                                              personnel 24  hours a day, 7 days
                                              a week.   Includes  trouble
                                              shooting Subscriber's technical
                                              problems  relating  to  the
                                              Internet    service   (i.e.
                                              connectivity,   email,  and
                                              start-up software(2)
                                              installation assistance)

Voice Ip Service:                    Service includes-
                                              PIN numbers
                                              Monthly CDR file for billing

Flat Rate Voice Ip Service:(3)       Service Includes-
                                              Unlimited On-net Voice Ip calling
                                              for a fixed monthly fee

(1)  Technical  support  does not cover  computer  hardware,  desktop  installed
     software, modem or problems derived from the Subscriber's personal computer
     other than Internet service
(2)  Provided  only for Internet  access  start-up  software  automated  sign-up
     software licensed from XXXX
(3)  Flat Rate Service is for residential customers only

Term:                                      Initial: Two (2) Years
                                           Renewal: One (1) Year

Payment Terms (excluding Flat Rate):            Twenty (20) Days

Ramp-Up Period                                  Ninety (90) Days

Minimum Monthly Commitment                      Fifty thousand ($50,000) dollars

Initial Security Deposit:                       To be determined


INTERNET ACCESS:                                $5.95 per account per month
----------------

Customized Start-up software                    $299.00(3)

XXXXXXXXXXX Start-up Software (per license)     $4.25

Additional email accounts                       $1.00 per month per account

(3) includes set up fee and master CD


                                      -77-
<PAGE>


                                                                COMPANY - ______
                                                               CUSTOMER - ______


VOICE IP (post paid):                           $.02 per minute
---------------------

Voice Ip Usage Increments:                 Initial:     6 Seconds
                                           Additional:  6 Seconds

Off net 1+ termination (completed call)         By LATA - See Attached Schedule

Off net 800 origination (completed call)        $.079


FLAT RATE VOICE IP
------------------

On-Net traffic only (per account)               $20.00 per month

On Net Origination to 0ff-Net traffic
   Termination                                  By LATA - See Attached Schedule

Off Net Origination to On\Off Net Termination   $.079

Flat Rate Voice Ip Payment terms                Weekly


BILLING RATES
-------------

Billing Software Training                       $20.00 per hour

Web Interface (viewing Voice Ip real
   time billing)                                $1800.00 (one time)

Billing Set-up                                  To be determined


COMMERCIAL WEB HOSTING:
-----------------------
BASIC PLAN                                      $14.95/month
25  Megabytes  of web space  for web  site,  1000 MB data  transfer  per  month,
Individual FTP  Directory,  CGI-Bin  Directory,  25 E-mail  accounts,  Unlimited
E-mail Forwarding,  E-mail Auto-responder,  Password Protected Directories,  Web
Statistics and Log Files, Daily Backups, On Site BBS

INTERMEDIATE PLAN                               $19.95/month

Same as Basic Plan with:
35 Megabytes of web space for web site

ADVANCED PLAN                                   $29.95/month

Same as Intermediate Plan with:
40 Megabytes of web space for web site
2000 MB data transfer per month


Excessive Bandwidth                             $1.00 per megabyte per month

Domain Registration                             $125.00
                                                (Includes 2 year InterNic
                                                   registration)

                                      -78-
<PAGE>


                                                                COMPANY - ______
                                                               CUSTOMER - ______

                           Business Credit Application

Company Information:

Name
                    ----------------------------------------

Street Address
                    ----------------------------------------

City, State & Zip
                    ----------------------------------------

Contact                                        Phone
                    -----------------------          ---------------------------

Date Established
                    -----------------------

Type of Business:                              Credit Amount Requested
                    -----------------------                           ----------

Sole Proprietorship                Corporation                    Partnership
If sole proprietorship or partnership, please complete personal application

Bank Information:

Name                                       Contact Person
                 -----------------------                   ---------------------

Branch Location                            Contact Number
                 -----------------------                   ---------------------

Account Number
                 -----------------------

Trade References:

Name                                       Contact Name
                 -----------------------                   ---------------------
Account Number                             Contact Number
                 -----------------------                   ---------------------

Name                                       Contact Name
                 -----------------------                   ---------------------
Account Number                             Contact Number
                 -----------------------                   ---------------------

Name                                       Contact Name
                 -----------------------                   ---------------------
Account Number                             Contact Number
                 -----------------------                   ---------------------

The above  information  is provided for the purpose of  obtaining  credit and is
warranted to be true. We hereby authorize the references listed above to release
financial information and credit reports to XXXXXXXXXXXXXXX.

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

                                      -79-