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                                                                    EXHIBIT 10.8

                                LICENSE AGREEMENT

This LICENSE AGREEMENT ("Agreement") made and entered into as of this 31st day
of JULY, 2001, by and between ACCESSCOLO, INC. ("Company"), a Delaware
corporation, having an office at 55 Madison Avenue, Morristown, Suite 300, New
Jersey 07960 and AT&T CORP. ("Customer"), having an office at 295 North Maple
Avenue, Basking Ridge, NJ 07920.


                                    RECITALS

A.  Customer is the owner, lessee or customer of a certain "Data System" (as
    hereinafter defined) with respect to which Customer desires Company to
    perform certain "Services" (as hereinafter defined).

B.  Company, or its affiliate, currently leases certain premises in the
    "Building" (as hereinafter defined) pursuant to a lease (the "Lease").
    Company desires to perform the Services on the terms and conditions set
    forth in this Agreement.

C.  All the Services shall be performed by Company at the "AccessColocenter" (as
    hereinafter defined), located in the Building.

Now, therefore, in consideration of the mutual promises and covenants set forth
herein, the parties agree as follows:

1.  DEFINITIONS. For purposes of this Agreement, the following definitions shall
    apply.

    (a) "Building" shall have the meaning set forth in the Information Schedule.

    (b) "AccessColocenter" shall have the meaning set forth in the Information
        Schedule.

    (c) "Commencement Date" shall have the meaning set forth in the Information
        Schedule.

    (d) "Data System" shall mean Customer's computer hardware, peripheral and
        other tangible equipment and telecommunications equipment listed on
        Schedule B attached hereto and made a part hereof and placed at the Site
        for use by Customer in the operation of its business. The term "Data
        System" does not include any "Software" (as hereinafter defined). As
        between Company and Customer, the parties acknowledge and agree that the
        Data System and Software are the property of Customer.

    (e) "Expiration Date" shall have the meaning set forth in the Information
        Schedule.

    (f) "Information Schedule" shall mean the schedule attached hereto as
        Schedule A and made a part hereof.

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    (g) "Rules and Regulations" shall mean the rules and regulations issued by
        Company relating to the use of the Site, as such rules may be amended or
        supplemented by Company from time to time. A copy of the Rules and
        Regulations existing as of the date hereof is attached hereto as
        Schedule D.

    (h) "Security Deposit Amount" shall mean the amount set forth in the
        Information Schedule as the Security Deposit Amount.

    (i) "Service Charges" shall have the meaning set forth in the Information
        Schedule.

    (j) "Services" shall mean those services set forth in Schedule C attached
        hereto and made a part hereof.

    (k) "Site" shall mean the location in the AccessColocenter designated on the
        Information Schedule and as shown on Exhibit A or such other location
        within the AccessColocenter as the parties shall agree.

    (l) "Software" shall mean any software, data, information contained in
        documentation, and other information and intangibles used by Customer to
        operate and maintain Customer's business through the Data System.

    (m) "Term" shall mean the period commencing with the Commencement Date and
        ending on the Expiration Date, unless sooner terminated in accordance
        with the provisions hereof.


2.  INSTALLATION OF DATA SYSTEM. Customer shall install at the Site the Data
    System together with any Software desired by Customer. The Data System shall
    be and remain the personal property of Customer. All costs and expenses for
    such installation shall be the sole responsibility of Customer. Except as
    specifically set forth with respect to the work, if any, to be performed by
    Company in order to prepare the Site, Customer shall take possession of the
    Site "as is," in its then condition and state of repair on the date of
    delivery of the Site to Customer. Company shall connect the Data System,
    installed by Customer at the Site, to the electrical system, Uninterruptible
    Power Supply system ("UPS") and Emergency Power Supply system ("EPS")
    provided by Company, necessary to support the Data System. All costs and
    expenses for connection to the electrical, UPS and EPS power, and for
    bandwidth access in the AccessColocenter or the Building shall be the sole
    responsibility of Customer and shall be paid to Company as "Additional
    Service Charges" (as hereinafter defined) within thirty (30) days after the
    date of an invoice therefor. Provided that Customer is not then in default
    beyond any applicable cure period under this Agreement, Customer shall, upon
    the expiration of this Agreement, at its sole cost and expense, remove from
    the Site all of Customer's property, including (without limitation) the Data
    System and any other equipment installed by Customer including, without
    limitation, generators, dish antennas, or whip antennas and shall repair any
    damage to the Site or the Building resulting from the removal of Customer's
    property - ordinary wear and tear excepted. With respect to any conduit or
    cable installed in the AccessColocenter or the Building by or on behalf of


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    Customer, Company shall have the right, in its sole discretion, on the
    Expiration Date or sooner termination of the Term, to take possession of
    such conduit and cable and, upon exercise of such right, Company shall be
    the owner thereof notwithstanding anything to the contrary contained in this
    Agreement. If Company elects to require Customer to remove such conduit and
    cable, Company shall provide Customer sixty (60) days prior written notice
    of Customer's obligation or Customer will be relieved of such obligation. If
    any mechanic's lien is filed against the AccessColocenter or the Building
    for work claimed to have been done for, or materials furnished to, Customer,
    the same shall be discharged by Customer within twenty (20) days after the
    filing thereof, at Customer's expense, by filing the bond required by law or
    otherwise. If Customer shall fail to discharge any such lien within such
    twenty (20) day period, Company may at any time thereafter cause such lien
    to be discharged and Customer shall pay to Company all expenses incurred by
    Company in connection therewith, including reasonable attorneys' fees and
    costs, and such expenses shall constitute Additional Service Charges for all
    purposes hereof. Customer shall have access to the Building and
    AccessColocenter twenty four (24) hours per day, seven (7) days per week
    throughout the Term.

3.  PERFORMANCE OF SERVICES.

    (a) During the Term, Company shall perform the Services through its
        employees or independent contractors hired by Company.

    (b) The Data System shall be accessible to Customer twenty-four (24) hours
        per day, seven (7) days per week throughout the Term, subject, however,
        to the security procedures of the Company and the owner of the Building
        (the "Building Owner").

    (c) All labor, parts and supplies required for the performance of the
        Services shall be supplied by Company at Company's sole cost and
        expense. All labor, parts and supplies required for the installation,
        operation and maintenance of the Data System and Software shall be the
        sole responsibility of Customer.

4.  SERVICE CHARGES.

    (a) In consideration of Company's performance of Services hereunder,
        Customer shall pay the Service Charges to Company on a monthly basis,
        with Service Charges for one month payable within 15 day of full
        execution and delivery of this Agreement. Thereafter, Service Charges
        shall be paid on the first day of each calendar month after the Service
        Charge Commencement Date during the Term. Customer shall have no
        obligation to pay any Operating Expenses under the Lease.

    (b) The Service Charges shall include, at no additional charge, sufficient
        riser access for Customer to install a one and a quarter (1 1/4) inch
        interduct connecting the Customer's existing location on the eleventh
        (11th) floor of the Building to the Customer's Data System in the
        AccessColocenter on the seventh (7th) floor of the Building.

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    (c) Customer may request that Company provide additional services (the
        "Additional Services"), including, without limitation, construction of
        the Site, connection of the Data System to other locations within the
        AccessColocenter or the Building, maintenance of the Data System,
        providing on-site management, providing bandwidth access, providing
        managed storage services, providing access to risers and conduits,
        providing access to antennaes, providing lateral connections to four
        inch risers, providing cross-connects, providing in-house technical
        support and providing project management support. If Company shall be so
        requested and shall agree to perform any Additional Services, Customer
        shall pay Company the charges therefor (the "Additional Service
        Charges") calculated at Company's standard rates (a Current Fee Schedule
        is attached as Exhibit B) or as otherwise agreed in writing between
        Company and Customer, any such payment to be made within thirty (30)
        days after the date of an invoice for such Additional Service Charges.

    (d) In addition to the Service Charges described in Section 4(a) and the
        Additional Service Charges described in Section 4(c), Customer shall pay
        all sales, franchise, use, corporation, unincorporated business, income
        (except for income taxes based on Company's taxable earnings), excise,
        telecommunications or other applicable taxes arising out of the Services
        or Additional Services provided to Customer, the Service Charges or
        Additional Service Charges related thereto, or arising out of or in
        connection with the use or operation of the Data System and the
        Software.

    (e) Customer shall pay Company interest on any amount due hereunder which is
        not paid by its due date at a rate equal to the then current U.S. Prime
        Rate plus two percent (2%) per annum compounded monthly (or such lesser
        rate as is the highest rate permitted by law). Company shall have the
        same remedies for non-payment of Additional Service Charges as are
        available to Company for non-payment of Service Charges.

5.  COMPLIANCE WITH LAW.

    Company represents and warrants that as of the Commencement Date, the
    Building and the AccessColocenter, the common areas and exterior entrances
    to the Building, shall comply with all certificates, permits and approvals
    required by applicable laws, statutes, ordinances, orders, codes, rules and
    regulations of all federal, state, county, city and local departments and
    agencies ("Legal Requirements"), including without limitation the Americans
    with Disabilities Act. Company shall defend, indemnify and save Customer
    harmless from any claims, fines, penalties, liabilities, losses, damages,
    costs and expenses (including reasonable attorney's fees, expert witness
    fees and other costs of defense) arising form the failure of Company to
    comply with its obligations under this Section. Company agrees that, in
    connection with the performance of the Services and the Additional Services,
    Company shall comply with all applicable laws, rules and regulations.
    Customer agrees that in connection with the operation of the Data System and
    Software for Customer's business, Customer, its agents and employees, shall
    comply with all applicable laws, rules and regulations. Customer
    acknowledges that Company exercises no control whatever over the content of
    any information passing through the Data System and further acknowledges
    that Customer is solely responsible to insure that such information complies
    with all applicable laws, rules and regulations. Customer is required to
    comply with all building rules, regulations and other requirements that
    Company's landlord may impose, a copy of which has been provided to
    Customer.

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6.  NEGATION OF WARRANTY.

    Except as otherwise specifically provided herein, Company does not warrant
    the Services performed hereunder or the accuracy or correctness of the
    performance or results of the Services or that the Services shall be
    uninterrupted, error-free or completely secure, and there are no warranties
    made by Company, express or implied, including, but not limited to,
    warranties of merchantability or fitness for any particular purpose.

    Any interruption of Services, not caused by Customer, resulting in
    Customer's inability to conduct its business in the AccessColocenter in
    whole or in part shall entitle Customer to a pro rata abatement of the
    Monthly Service Charges and Additional Service Charges payable for each day
    Services are interrupted in excess of two (2) days in any one (1) month, or
    five (5) days in any calendar year, or ten (10) days during the Term,
    provided, however, in the event any interruption of Services continues for
    more than thirty (30) consecutive days, Customer shall have the right to
    terminate this Agreement.


7.  TERM AND TERMINATION.

    (a) This Agreement shall commence on the Commencement Date and expire on the
        Expiration Date or sooner termination of the Term. On the Expiration
        Date or sooner termination of the Term, Customer shall peaceably quit
        and surrender the Site in broom-clean condition, normal wear and tear
        and damage by casualty excepted and shall promptly and diligently repair
        and restore to its original condition the Site or any portion of the
        AccessColocenter or the Building utilized by Customer pursuant to the
        provisions hereof.

    (b) Customer's occupancy of the Site shall be subject to all applicable
        terms and conditions of Company's lease of the AccessColocenter (the
        "Lease"), including, without limitation, any provisions regarding
        termination, condemnation, damage to premises and eminent domain.

    (c) This Agreement may be terminated or canceled upon the occurrence of one
        or more of the following (each, an "Event of Default"):

        (i)    By Company, if Customer fails to pay Company the Service Charges,
               Additional Service Charges, taxes or other charges required to be
               paid by Customer hereunder within five (5) days after the date
               written notice of such failure is given to Customer;

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        (ii)   By either party, if the other party is in material default of any
               provision hereunder and such default is not cured within thirty
               (30) days after written notice thereof is given to the other
               party; provided, however, if such default is of a type which may
               not reasonably be cured within such thirty (30) day period, the
               other party may have such additional time as is reasonably
               necessary under the circumstances provided that it commences to
               effect such cure within such (30) day period and thereafter
               prosecutes such cure to completion with due diligence; or

        (iii)  By either party, if a petition is filed by or against the other
               party under the United States Bankruptcy Code which petition is
               not dismissed, discharged or stayed within ninety (90) days after
               the date of filing in the Bankruptcy Court.

    (d) In the event of any termination or cancellation of this Agreement by
        Company, Company may (but shall not be required to):

        (i)    Declare all amounts owed to it hereunder to that date which would
               have constituted the end of the Term but for its termination to
               be immediately due and payable, together with all interest owed
               thereon;

        (ii)   After fifteen (15) days' prior written notice to Customer, remove
               the Data System from the Site and store for Customer's benefit at
               Customer's cost and expense.

    (e) The foregoing rights and remedies of the parties shall be cumulative and
        in addition to all other rights and remedies available to them at law
        and in equity.

8.  REPRESENTATIONS.

    (a) Customer represents and warrants that it has the legal right, power and
        authority to place and use the Data System as contemplated by this
        Agreement, and to use any Software without infringing, misappropriating
        or otherwise violating any intellectual property or other rights of any
        third party. Customer further represents and warrants that its
        placement, arrangement and use of the Data System and Software complies
        with the Data System and Software manufacturer's environmental and other
        specifications.

    (b) Company represents and warrants that it has the legal right, power and
        authority, and will continue to possess the legal right and authority
        during the Term, to enter into this Agreement and to provide the
        Services and such Additional Services as may be provided to Customer
        without infringing, misappropriating or otherwise violating any
        intellectual property rights or other rights of any third party.
        Customer, however, understands and agrees that its rights under this
        Agreement are subordinate to and no greater than Company's rights under
        its Lease, and in the event that the Lease terminates or is limited for
        any reason, this Agreement will automatically terminate or be limited as
        well. In the event of any taking by eminent domain for public use,
        Customer will acquiesce in and be bound by any action taken or agreement
        entered into by Company with respect to that taking, provided that
        Customer shall be entitled to terminate this Agreement if Customer's
        rights are materially diminished by such taking and provided further
        that Customer's obligations hereunder, including its obligation to pay
        Monthly Service Charges and Additional Service Charges, shall be reduced
        in proportion to the reduction in Services resulting from such taking if
        Customer decides not to terminate.

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9.  LIMITATION OF LIABILITY AND INDEMNIFICATION.

    (a) In no event shall either party be liable to the other party or to any
        customer or client of the other party for any indirect, special,
        incidental, punitive or consequential damages or damages for lost
        profits, lost advertising or other revenue, the cost of replacement
        goods, loss of technology, rights or services, loss of data,
        interruption or loss of use of the Building, AccessColocenter, Data
        System or Software, arising out of or in any way related to this
        Agreement or the performance or non-performance of the Services or the
        Additional Services or any breach of this Agreement even if the party
        has been advised of the possibility of such damages.

    (b) Except in the event of the intentional acts of malfeasance or willful
        misconduct of Company, its servants, agents or employees, Company shall
        not be liable to Customer for, and Customer hereby releases Company
        from, any and all compensatory damages resulting from or related in any
        way to the performance or non-performance of the Services or the
        Additional Services by Company including, without limitation, loss,
        suspension or interruption of electrical, UPS, or EPS power or
        air-conditioning for the Data System to the Site. Company will not have
        any liability to the customers of the Customer for claims arising from
        the provision of the Customer's service to its customers (including, but
        not limited to, any claim from any customer of Customer for loss of
        services, lost profits or lost revenues). Except in the event of the
        intentional acts of malfeasance or willful misconduct of Customer, its
        servants, agents or employees, Customer shall not be liable to Company
        for, and Company hereby releases Customer from, any and all compensatory
        damages resulting from or related in any way to the performance or
        non-performance by Customer under this Agreement. Customer will not have
        any liability to the customers of Company for claims arising from the
        performance or non-performance of the Company's service to its
        customers.

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    (c) Company shall indemnify, defend and hold Customer, its officers,
        directors, shareholders, partners, affiliates, members, servants, agents
        and employees, harmless from and against any and all claims, lawsuits,
        damages, losses, awards, demands, liabilities, judgments and expenses
        (including reasonable attorneys' fees and costs) by whomever asserted or
        recovered, resulting from the intentional acts of malfeasance or willful
        misconduct of Company or any representative thereof which constitutes a
        breach by Company of any material provision of this Agreement. Customer
        shall indemnify, defend and hold Company, its officers, directors,
        shareholders, partners, affiliates, members, servants, agents and
        employees, harmless from and against any and all claims, lawsuits,
        damages, losses, awards, demands, liabilities, judgments and expenses
        (including reasonable attorneys' fees and costs) by whomever asserted or
        recovered, resulting from the intentional acts of malfeasance or willful
        misconduct of or any representative thereof Customer which constitutes a
        breach by Customer of any material provision of this Agreement.

    (d) Notwithstanding anything to the contrary in this Agreement and subject
        to the other limitations specifically set forth herein, each party's
        maximum aggregate liability in connection with this Agreement or any
        breach thereof will be limited in the aggregate to the total amount of
        Service Charges to be paid by Customer to Company hereunder.

    (e) Unless caused by Customer, its agents or contractors, Company shall
        defend, indemnify and save Customer harmless from any claims, fines,
        penalties, liabilities, losses, damages, costs and expenses that arise
        due to any leak, spill, release, discharge, disposal or emission of
        hazardous substances that has or will occur either in the
        AccessColocenter or the Building prior to or after the Commencement
        Date.

10. INSURANCE.

    (a) Customer shall maintain the following insurance: comprehensive general
        liability insurance for the Site, naming Company as an additional
        insured, with limits of not less than $5,000,000.00, combined single
        limit for personal injury or death and property damage; this amount may
        be a combination of general and excess liability. Customer shall have
        the right to self insure for the coverage required under this subsection
        (a);

    (b) At least thirty (30) days prior to the Commencement Date and thereafter
        not later than thirty (30) days prior to the expiration of any then
        expiring policy, Customer shall deliver to Company certificates of
        insurance, fully endorsed, in compliance herewith. In the event that
        Company requires an adjustment of the limits of insurance to be
        maintained by Customer in order to reflect insurance changes in the
        standards of the telecommunications industry, Customer shall so modify
        the policy limits set forth herein within thirty (30) days of the date
        of Company's written request therefor and shall provide Company with an
        appropriate endorsement certifying to such change.

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    (c) Each party agrees to include in each of its insurance policies (insuring
        the AccessColocenter and Company's property and business interest
        therein, in the case of Company, and insuring Customer's property, the
        Data System, the Software and business interest of Customer in the case
        of Customer, against loss, damage, or destruction by fire or other
        casualty) a waiver of the insurer's right of subrogation against the
        other party and, in the case of Customer, also against the Building
        Owner, or if such waiver should be unobtainable or unenforceable (A) an
        express agreement that such policy shall not be invalidated if the
        insured waives the right of recovery against any party responsible for a
        casualty covered by the policy before the casualty or (B) any other form
        of permission for the release of the other party. If such waiver,
        agreement or permission shall not be, or shall cease to be, obtainable
        without additional charge or at all, the insured party shall notify the
        other party promptly after learning thereof. In such case, if the other
        party shall so elect and shall pay the insurer's additional charge
        therefor such waiver, agreement or permission shall be included in the
        policy, or the other party shall be named as an additional insured
        therein, and such policy shall contain, if obtainable, an agreement by
        the insurer that the policy will not be canceled without at least ten
        (10) days' prior notice to both insureds and that the act or omission of
        one insured will not invalidate the policy as to the other insured.

    (d) Each party hereby releases the other party and in the case of the
        Customer, also the Building Owner, with respect to any claim (including
        a claim for negligence) which it might otherwise have against the other
        party for loss, damage or destruction with respect to its property
        (including its business interest) occurring during the Term and with
        respect and to the extent to which it is, or under the terms of this
        Section should have been, insured under a policy or policies containing
        a waiver of subrogation or permission to release liability or naming the
        other party as an additional insured, as provided in subsection (d)
        hereof.

    (e) Customer shall cause each of its customers whose equipment shall be
        placed on the Site (i) to release Company and the Building Owner and
        (ii) to obtain from such customer's insurer, a waiver of right of
        recovery against, or permission for release of, Company and the Building
        Owner, all to the extent that Customer is required to perform acts
        similar to those set forth in clauses (i) and (ii) for the benefit of
        Company pursuant to this Agreement.

    (f) Company shall maintain comprehensive general liability insurance for the
        AccessColocenter with limits not less than $8,000,000 combined single
        limits for personal injury, death or property damage.

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11. PROPRIETARY AND CONFIDENTIAL INFORMATION. Each party acknowledges and agrees
    that any and all information emanating from the other's business in any
    form, including without limitation this Agreement, shall be considered
    confidential and proprietary information ("Proprietary Information"), and
    each party agrees that it will not, during or for a period of three (3)
    years after the Term, duplicate, use or disclose, or permit the duplication,
    use or disclosure of any Proprietary Information by or to any person not an
    employee or agent of the parties unless (i) the express written consent of
    the other party is obtained prior to any duplication, use or disclosure;
    (ii) any such Proprietary Information is a matter of public knowledge or
    becomes generally available to the public other than by breach of this
    Agreement; (iii) any such Proprietary Information is previously and lawfully
    known to the other party prior to disclosure; (iv) any such Proprietary
    Information was obtained by a third party who itself is lawfully in
    possession of such Proprietary Information and is not subject to any
    obligation of confidentiality; or (v) compelled to do so by law or
    appropriate legal process. In the event that the disclosure of Proprietary
    Information is compelled by law or appropriate legal process, the recipient
    shall provide the disclosing party with prompt written notice so that the
    disclosing party may seek a protective order or other appropriate remedy or
    waive compliance with this Section. In the event that the disclosing party
    is unable to obtain a protective order or other appropriate remedy, or if
    the disclosing party so directs, the recipient shall, and shall cause its
    employees to, exercise its reasonable best efforts to obtain a protective
    order or other appropriate remedy at the disclosing party's reasonable
    expense. Failing the entry of a protective order or other appropriate remedy
    or receipt of a waiver hereunder, the recipient shall furnish only that
    portion of the Proprietary Information that written opinion of its counsel
    advises is legally required to be disclosed and shall exercise its
    reasonable best efforts to obtain reliable assurance that confidential
    treatment shall be accorded such Proprietary Information. Each party agrees
    that on the Expiration Date it shall return any Proprietary Information in
    its possession to the other party.

12. ASSIGNMENT. Customer shall not sublease, sublicense, transfer or assign this
    Agreement, in whole or in part, or permit the Site to be used by any other
    party without the prior written consent of Company, which consent shall not
    be unreasonably withheld, conditioned or delayed. Any assignment by Customer
    in breach of this Section shall be void. However, Customer shall be
    permitted to assign this Agreement without Company's consent to (i) any
    entity which directly or indirectly controls, is controlled by or is under
    common control with Customer or (ii) to any entity with which Customer shall
    become merged or consolidated or to which all or substantially all assets of
    Customer are transferred; provided, however, that (x) any such assignee
    shall assume all of the obligations of Customer hereunder from and after the
    date of such assignment by means of a written instrument of assumption which
    shall be delivered to Company prior to the effective date of such assignment
    and (y) no such assignment shall serve to release the assignor from any
    liability under this Agreement and such assignor and such assignee shall
    thereafter remain jointly and severally liable under this Agreement. The
    Company may assign this Agreement without the consent of Customer; provided,
    however, that no such assignment shall serve to release the assignor from
    any liability under this Agreement and such assignor and such assignee shall
    thereafter remain jointly and severally liable under this Agreement.

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13. FORCE MAJEURE. Except for the payment of Service Charges, Additional Service
    Charges or other charges due by Customer, Company or Customer shall not be
    liable to the other party for any failure to perform, or delays in the
    performance of, the Services required hereunder if such delays or failures
    are due to strikes, labor difficulties, inclement weather, fires,
    explosions, acts of God, vandalism, power outage, earthquake, acts of
    terrorism, riots, acts of government, acts of the Building Owner or any
    tenant or occupant of the Building, or other causes beyond the reasonable
    control of Company or Customer.

14. NOTICES. Any notice, statement, demand, consent, approval or other
    communication required or permitted to be given, rendered or made by either
    party to the other pursuant to the terms of this Agreement shall be in
    writing and shall be deemed to have been properly given, rendered or made
    only if hand delivered, delivered by any nationally recognized over-night
    delivery service or sent by United States registered or certified mail,
    return receipt requested addressed to the other party at the following
    address:

                     As to Customer:   AT&T Corp.
                                       295 North Maple Avenue
                                       Room 5424A2
                                       Basking Ridge, NJ 07920
                                       Attn:  Lease Administration


                     With a copy to:   AT&T Corp.
                                       295 North Maple Avenue
                                       Room 5364B2
                                       Basking Ridge, NJ 07920
                                       Attn:  GRE Legal Department


                     As to Company:    AccessColo, Inc.
                                       55 Madison Avenue, Suite 300
                                       Morristown, New Jersey 07960
                                       Attn:  General Counsel

                     With a copy to:   Kirkpatrick & Lockhart LLP
                                       1251 Avenue of the Americas, 45th Floor
                                       New York, New York 10020
                                       Attn:  Warren Colodner, Esq.


    Any such notices shall be deemed to have been given, rendered or made on the
    date received if delivered by hand or by a nationally recognized overnight
    delivery service or on the second day after the date so mailed unless mailed
    outside the State of New Jersey in which case it shall be deemed to have
    been given, rendered or made on the third business day after the date so
    mailed. Either party may, by notice as aforesaid, designate a different
    address or addressee for notices, statements, demands, consents, approvals
    or other communications intended for it.

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16. MISCELLANEOUS.

    (a) This Agreement is a license agreement for the purposes specified herein
        only and shall at no time be considered a lease, sublease or other
        agreement for use or occupancy of the Site or any other premises in the
        Building. Customer acknowledges that it has been granted only a
        non-exclusive license to place its Data System in the Site, and that it
        has not been granted any real property interests in the Site. Customer
        acknowledges that other co-locating customers may have access to the
        AccessColocenter for colocation purposes. In no event will Company be
        liable for any damage to Customer's Equipment or any interruption to
        Customer's service caused by any action or inaction of another
        collocating party, or for failure to provide security escort for another
        colocating party.

    (b) Customer shall fully comply with the rules and regulations attached
        hereto as Schedule D, as the same be amended or supplemented hereafter,
        provided such rules and regulations shall be enforced in a
        nondiscriminatory manner. Said rules and regulations shall not increase
        Customer's obligations under this Agreement.

    (c) Each party expressly acknowledges and agrees that the other party has
        not made and is not making, and each party, in executing and delivering
        this Agreement, is not relying upon, any warranties, representations,
        promises or statements, except to the extent that the same are expressly
        set forth in this Agreement. All understandings and agreements
        heretofore had between the parties are merged in this Agreement, which
        alone fully and completely express the agreement of the parties and
        which are entered into after full investigation. Neither party has
        relied upon any statement or representation not embodied in this
        Agreement.

    (d) No agreement shall be effective to change, modify, waive, release,
        discharge, terminate or effect an alteration of this Agreement in whole
        or in part, unless such agreement is in writing, refers expressly to
        this Agreement and is signed by the both parties.

    (e) It is the express intention of the parties that no other party be
        entitled to the benefits of this Agreement as a third party beneficiary.

    (f) If Company or Customer shall bring any action for relief against the
        other, arising out of this Agreement, the losing party shall pay the
        prevailing party reasonable attorneys fees and costs.

    (g) Except as otherwise expressly provided in this Agreement, the
        obligations under this Agreement shall bind and benefit the successors
        and assigns of the parties hereto with the same effect as if mentioned
        in each instance where a party is named or referred to.

                                       12
<PAGE>

    (h) Customer shall, within twenty (20) days after receipt of written request
        from Company, execute a certificate addressed to Company and/or its
        designee stating (i) the date to which Service Charges and Additional
        Service Charges have been paid, (ii) whether Customer has any
        outstanding claims against Company, whether Company is otherwise in
        default under this Agreement, and the amount of such claim or the nature
        of such default, and (iii) whether Customer is in default beyond any
        applicable cure period under this Agreement.

    (i) This Agreement shall be governed by and construed in accordance with the
        laws of the State of New Jersey, without regard for conflicts of laws
        principles. If any provision of this Agreement shall be deemed invalid
        or unenforceable, the remainder of this Agreement shall not be affected
        and shall be enforced to the extent permitted by law.

    (j) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
        WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO
        TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
        AGREEMENT.

    (k) The terms and provisions contained in this Agreement that by their sense
        and context are intended to survive the performance thereof by the
        parties hereto shall survive the completion of performance and
        termination of this Agreement, including, without limitation, the making
        of any and all payments due hereunder.

    (l) Words having well-known technical or trade meanings shall be so
        construed, and all listings of items shall not be taken to be exclusive,
        but shall include other items, whether similar to or dissimilar to those
        listed, as the context reasonably requires.

    (m) No rule of construction requiring interpretation against the draftsman
        hereof shall apply in the interpretation of this Agreement.

    (n) Each of the parties hereby submits to the non-exclusive jurisdiction of
        the United States District Court for the District of New Jersey and of
        any New Jersey State Court sitting in Hudson County for the purposes of
        all legal proceedings relating to the execution, validity or enforcement
        of this Agreement. Each of the parties hereto hereby irrevocably waives,
        to the fullest extent permitted by law, any objection which it may now
        or hereafter have to the laying of the venue of any such proceeding
        brought in such a court and any claim that any such proceeding brought
        in such a court has been brought in an inconvenient forum.

    (o) (i) Customer represents that Customer has dealt directly with and only
        with Cushman & Wakefield of New Jersey, Inc. (the "Listed Broker")
        (whose commission shall be paid by Company pursuant to separate
        agreement), in connection with this Agreement and agrees to defend,
        indemnify and save harmless Company against all claims, liabilities,
        losses, damages, costs and expenses (including reasonable attorneys'
        fees and other costs of defense) arising from Customer's breach of this
        representation.

                                       13
<PAGE>

               (ii) Except for Customer's breach of this subsection (i), Company
        hereby agrees to defend, indemnify and save harmless Customer against
        all claims, liabilities, losses, damages, costs and expenses (including
        reasonable attorneys' fees and other costs of defense) arising from the
        claims or demands of the Listed Broker and any other brokers or finders
        for any commission alleged to be due any such brokers or finders in
        connection with this Agreement or the transactions contemplated hereby.

    (p) The captions, headings and titles in this Agreement are solely for
        convenience of reference and shall not affect its interpretation.

    (q) If either party is a corporation or limited liability company, each
        person executing this Agreement on behalf of such party hereby
        covenants, represents and warrants that such party is duly incorporated
        or organized and qualified, and authorized to do business in the State
        of New Jersey; and that each person executing this Agreement on behalf
        of such party is duly authorized to execute, acknowledge and deliver
        this Agreement to the other party.

    (r) The waiver of any breach or default of this Agreement shall not
        constitute a waiver of any subsequent breach or default and shall not
        act to amend, supplement or negate the rights of the waiving party.

    (s) All Exhibits or Schedules to this Agreement are hereby incorporated into
        this Agreement, and references to "this Agreement" shall include all
        Exhibits or Schedules.

    (t) This Agreement may be executed in one or more counterparts, each of
        which shall be original, and all of which shall constitute one and the
        same instrument.

    (u) Company and Customer are independent contractors and this Agreement
        shall not serve to establish any relationship or partnership, joint
        venture, employment, franchise or agency between Company and Customer.
        Neither Company nor Customer have the power to bind the other or incur
        obligations on the part of the other without the other's prior written
        consent, except as otherwise expressly provided for herein.

                                       14
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have set their hand and seal on
the date first above written.


ATTEST:                                     ACCESSCOLO, INC.


/s/ Gary S. Loffredo                     BY: /s/ A. Dale Mayo
--------------------------------             --------------------------------
                                               Name: A. Dale Mayo
                                               Title: President




ATTEST:                                     AT&T CORP.



/s/ Gregory K. Smith                     BY: /s/ John B. Conroy
--------------------------------             --------------------------------
                                               Name:  John B. Conroy
                                               Title: Director, Real Estate



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