<PAGE>   1
                                                                   EXHIBIT 10.23

                                                             Contract # 00003367

DIGEX
                               SERVER ORDER FORM

CONTRACT DATE: 03/13/00         SALES REP: Aaron Bueno     E-LINK PARTNER:
                                                           (if applicable)------
TYPE: New Server

<TABLE>
<CAPTION>
CUSTOMER INFORMATION:                                           CUSTOMER CONTACT:
<S>                                                             <C>
  Company
  Name:   RNETHealth.com, Inc.                                     Name:  Jay Handline
  Site:   RNETHealth.com, Inc.                                     Phone: 904.827.1279
          1411 Fifth Street                                        Fax:
          Suite 200                                                     ---------------------------
          Santa Monica, CA 90401                                   E-Mail:
                                                                          -------------------------
BILLING CONTACT: (if different than Customer Contact)           TECHNICAL CONTACT:
  Name:                                                            Name:   Robert Headrick
        ----------------------------------
  Phone:                                                           Phone:  973.605.8100 X145
         ---------------------------------
  Fax:                                                             Fax:
       -----------------------------------                              ---------------------------
  E-Mail:                                                          E-Mail: robert.headrick@rent.com
          --------------------------------
</TABLE>

UPGRADE AUTHORITY: (Check contacts with authority to upgrade contract)

[ ] Customer Contact    [ ] Billing Contact    [ ] Technical Contact
[ ] Other (See Special Instructions)

TOTAL CHARGES SUMMARY:
(see attached detailed products and services descriptions)

<TABLE>
<S>                                                                  <C>                  <C>
        INITIAL FEE: One-time fee after installation is complete.            INITIAL FEE:    $7,541.00
        BETA PERIOD                                                           BETA PERIOD
  MONTHLY RECURRING  Term:                                             MONTHLY RECURRING:
 MONTHLY RECURRING:  Term: 24                                                    STANDARD
                                                                       MONTHLY RECURRING:    $5,151.00
TOTAL INITIAL TERM:   24   BETA PERIOD SAVINGS: _______
</TABLE>

RNETHealth.com, Inc. hereby orders from DIGEX, Incorporated, a Delaware
Corporation ("DIGEX"), the Products and Services described above for the term
specified in this Server Order Form and Contract. This Server Order Form and
Contract is valid when accepted by an authorized representative of DIGEX. The
term begins on the date DIGEX provides access codes to RNETHealth.com, Inc.
("Operational Date"). This Server Order Form and Contract is subject to the
Forms & Conditions and Acceptable Use Policy attached hereto.

The primary contact __ is __ is not authorized to approve the use of
RNETHealth.com, Inc. in Digex marketing materials. The authorized party's name
(if different) is _____________ and their phone number is _____________.

RNETHEALTH.COM, INC. HAS READ AND AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT, CUSTOMER AND DIGEX AGREES
THAT THE TERMS AND CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT REPLACE
PROVISIONS OF ANY CUSTOMER DRAFTED PURCHASE ORDER AND SUPERSEDE ALL PROPOSALS,
WRITTEN OR ORAL, AS WELL AS OTHER COMMUNICATIONS BETWEEN RNETHEALTH.COM, INC.
AND DIGEX RELATING TO THIS ORDER.

[X] RNETHealth.com Inc. confirms that they have read and understand the "DIGEX,
    Inc. Acceptable Use Policy".

[X] Customer confirms that non-standard support services will be billed to
    RNETHealth.com, Inc. account at the rate of $150/hour with a minimum of 1/2
    hour (subject to engineer availability).

<TABLE>
<S>                                             <C>
ACCEPTED BY RNETHEALTH COM, INC.:               ACCEPTED BY DIGEX:

/s/ WILLIAM MOSES                               /s/ JOHN [ILLEGIBLE]
---------------------------------               -------------------------------
SIGNATURE                                       SIGNATURE

William Moses           3-13-00                 John [ILLEGIBLE]       3/14/00
---------------------------------               -------------------------------
NAME                    DATE                    NAME                    DATE

CEO                                             Sales Manager Southern Region
---------------------------------               -------------------------------
TITLE                                           TITLE
</TABLE>


<PAGE>   2
                                                             Contract # 00003367

PRODUCTS & SERVICES DETAILED DESCRIPTIONS

CUSTOMER SERVER NAME: 8 Bandwidth (Shared Schedule)   FACILITY:
                     -------------------------------           -----------------

 CONFIGURATION TYPE:  None (Standard)                 BUILD TIME:
                    --------------------------------             ---------------

DOMAIN INFORMATION:

STATUS:          New              REQUESTED DOMAIN NAME:
       --------------------------
                                     1st Choice:
                                                --------------------
                                     2nd Choice:
                                                --------------------
                                     3rd Choice:
                                                --------------------

SPECIAL DOMAIN INSTRUCTIONS
(Including special primary and
secondary requests):

SERVER CONFIGURATION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                               Initial      Recurring
Product Model:   Cross-Platform                                      QTY        Fees         Charges
-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>       <C>          <C>
NETWORK         CIR 0.25/AIR 1 X[Illegible] Burstable Bandwidth       1        $270.00      $450.00
-----------------------------------------------------------------------------------------------------
                                                    SUB-TOTAL:                 $270.00      $450.00
                                                                      -------------------------------

-----------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:


</TABLE>
<PAGE>   3


                                                             Contract # 00003367


<TABLE>
<CAPTION>
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
-----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                         <C>
         CUSTOMER SERVER NAME:            DB Server                   FACILITY:
                              -------------------------------                  --------------------------------

          CONFIGURATION TYPE:          None (Standard)              BUILD TIME:
                              -------------------------------                  --------------------------------

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
DOMAIN INFORMATION:
-----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
STATUS:             New                     REQUESTED DOMAIN NAME:
       -----------------------------             1st Choice:
                                                            -----------------------------
                                                 2nd Choice:
                                                            -----------------------------
                                                 3rd Choice:
                                                            -----------------------------

SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
SERVER CONFIGURATION
-----------------------------------------------------------------------------------------------------------------------
                                                                                                 Initial      Recurring
Product Model:          NT                                                              QTY       Fees         Charges
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                             <C>       <C>          <C>
SERVER                  Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
                        III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
                        2x1 Hot Plug Drive Cage                                          1       $  475.00    $  260.00
-----------------------------------------------------------------------------------------------------------------------
HARDWARE                RAM-128 for Compaq ProLiant 1850R                                1       $   35.00    $   15.00
-----------------------------------------------------------------------------------------------------------------------
                        RAM-256MB for Compaq ProLiant 1850R                              1       $   65.00    $   30.00
-----------------------------------------------------------------------------------------------------------------------
                        RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
                        ProLiant 1850R, hardware mirroring, includes 3200 controller
                        and backup plan                                                  1       $  460.00    $  260.00
-----------------------------------------------------------------------------------------------------------------------
                        RAID5 Solution, 3x9.1GB (10,000 RPM) LVD drives, Compaq
                        ProLiant 1850R, hardware mirroring, includes 3200 controller
                        and backup plan                                                  1       $  580.00    $  340.00
-----------------------------------------------------------------------------------------------------------------------
SOFTWARE                Microsoft NT Standard Build version 4.4 with Microsoft
                        Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0,
                        WebTrends Enterprise Reporting Server for NT                     1       $  305.00    $  140.00
-----------------------------------------------------------------------------------------------------------------------
                        Symantec PCAnywhere 8.0 Server                                   1       $   25.00    $   10.00
-----------------------------------------------------------------------------------------------------------------------
                        Microsoft SQL Server 7.0 for 1-4 CPUs                            1       $  420.00    $  420.00
-----------------------------------------------------------------------------------------------------------------------
OPTIONS                 NT Administrator Privileges                                      1       $  500.00    $  100.00
-----------------------------------------------------------------------------------------------------------------------
SUPPORT                 Managed Service-Platinum                                         1       $1,378.00    $1,033.00
-----------------------------------------------------------------------------------------------------------------------
                                                                                SUB-TOTAL:       $4,243.00    $2,608.00
                                                                                                 ----------------------


-----------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:


-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   4

                                                             Contract # 00003367

PRODUCTS & SERVICES DETAILED DESCRIPTIONS

<TABLE>
<S>                                           <C>
CUSTOMER SERVER NAME:   Web Server               FACILITY:
                     -----------------------              ----------------------

  CONFIGURATION TYPE:   None (Standard)        BUILD TIME:
                     -----------------------               ---------------------


DOMAIN INFORMATION:

STATUS:     New                    REQUESTED DOMAIN NAME:
        -----------------------
                                   1st Choice:
                                                ----------------------
                                   2nd Choice:
                                                ----------------------
                                   3rd Choice:
                                                ----------------------

SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
</TABLE>

<TABLE>
<CAPTION>
SERVER CONFIGURATION
-------------------------------------------------------------------------------------------------------------------
                                                                                            Initial     Recruiting
Product Model:  NT                                                                  QTY      Fees        Charges
-------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                     <C>     <C>         <C>
SERVER      Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
            III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
            2x1 Hot Plug Drive Cage                                                  1      $  475.00     $  260.00
-------------------------------------------------------------------------------------------------------------------
HARDWARE    RAM-128MB for Compaq ProLiant 1850R                                      1      $   35.00     $   15.00
-------------------------------------------------------------------------------------------------------------------
            RAM-256MB for Compaq ProLiant 1850R                                      1      $   65.00     $   30.00
-------------------------------------------------------------------------------------------------------------------
            Processor-Pentium III 500MHz for Compaq ProLiant 1850R
            w/512K cache                                                             1      $   75.00     $   35.00
-------------------------------------------------------------------------------------------------------------------
            RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
            ProLiant 1850R, hardware mirroring, includes 3200 controller
            and backup plan                                                          1      $  460.00     $  260.00
-------------------------------------------------------------------------------------------------------------------
SOFTWARE    Microsoft NT Standard Build version 4.4 with Microsoft
            Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0.
            WebTrends Enterprise Reporting Server for NT                             1      $  305.00     $  140.00
-------------------------------------------------------------------------------------------------------------------
            Microsoft Site Server 3.0                                                1      $  210.00     $  210.00
-------------------------------------------------------------------------------------------------------------------
            Symantec PCAnywhere 8.0 Server                                           1      $   25.00     $   10.00
-------------------------------------------------------------------------------------------------------------------
OPTIONS     NT Administrator Privileges                                              1      $  500.00     $  100.00
-------------------------------------------------------------------------------------------------------------------
SUPPORT     Managed Service-Platinum                                                 1      $1,378.00     $1,033.00
-------------------------------------------------------------------------------------------------------------------
                                             2nd PLATINUM INSTALLATION DISCOUNT:            $ (500.00)    $    0.00
                                                                                      -----------------------------
                                                                      SUB-TOTAL:            $3,028.00     $2,093.00
                                                                                      -----------------------------

-------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:

-------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   5
                                                             Contract # 00003367

[DIGEX LOGO]                   SERVER ORDER FORM
--------------------------------------------------------------------------------
CONTRACT DATE: 03/20/00     SALES REP: Aaron Bueno     E-LINK PARTNER:
              ------------            -------------    (if applicable) ---------

Type:           New Server
               ------------
<TABLE>
<CAPTION>
<S>                                                       <C>
=================================================================================================================
CUSTOMER INFORMATION:                                     CUSTOMER CONTACT:
   Company
   Name:          RNETHealth.com, Inc.                       Name:      Jay Handline
                  ------------------------------------                  -----------------------------------------
   Site:          RNETHealth.com, Inc.                       Phone:     904.827.1279
                  ------------------------------------                  -----------------------------------------
                  1411 Fifth Street                          Fax:
                  ------------------------------------                  -----------------------------------------
                  Suite 200                                  E-Mail:
                  ------------------------------------                  -----------------------------------------
                  Santa Monica, CA 90401
                  ------------------------------------                  -----------------------------------------
BILLING CONTACT: (if different than Customer Contact)     TECHNICAL CONTACT:
   Name:                                                     Name:      Robert Headrick
            ------------------------------------------                  -----------------------------------------
   Phone:                                                    Phone:     973.605.8100 x 145
            ------------------------------------------                  -----------------------------------------
   Fax:                                                      Fax:
            ------------------------------------------                  -----------------------------------------
   E-Mail:                                                   E-Mail:    robert.headrick@rcmt.com
            ------------------------------------------                  -----------------------------------------

UPGRADE AUTHORITY: (Check contacts with authority to upgrade contract)
   [ ] Customer Contact    [ ] Billing Contact    [ ] Technical Contact    [ ] Other (See Special Instructions)
=================================================================================================================

=================================================================================================================
TOTAL CHARGES SUMMARY: (see attached detailed products and services descriptions)
      -----------------------------------------------------------------------------------------------------
            INITIAL FEE:  One-time fee after installation is complete.              INITIAL FEE:  $7,541.00
            BETA PERIOD                                                             BETA PERIOD
      MONTHLY RECURRING   Term:                                               MONTHLY RECURRING:
      -----------------------------------------------------------------------------------------------------
                                                                                       STANDARD
      MONTHLY RECURRING:  Term:  24                                           MONTHLY RECURRING:  $5,151.00
      -----------------------------------------------------------------------------------------------------
   TOTAL INITIAL TERM:  24      BETA PERIOD SAVINGS:
                      ------                        ------
=================================================================================================================
</TABLE>

RNETHealth.com, Inc. hereby orders from DIGEX, Incorporated, a Delaware
Corporation ("DIGEX"), the Products and Services described above for the term
specified in this Server Order Form and Contract. This Server Order Form and
Contract is valid when accepted by an authorized representative of DIGEX. The
term begins on the date DIGEX provides access codes to RNETHealth.com, Inc.
("Operational Date"). This Server Order Form and Contract is subject to the
Terms & Conditions and Acceptable Use Policy attached hereto.

The primary contact ________ is __________ is not authorized to approve the use
of RNETHealth.com, Inc. in Digex marketing materials. The authorized party's
name (if different) is __________ and their phone number is __________.

RENETHEALTH.COM, INC. HAS READ AND AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT. CUSTOMER AND DIGEX AGREE
THAT THE TERMS AND CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT REPLACE
PROVISIONS OF ANY CUSTOMER DRAFTED PURCHASE ORDER AND SUPERSEDE ALL PROPOSALS,
WRITTEN OR ORAL, AS WELL AS OTHER COMMUNICATIONS BETWEEN RNETHEALTH.COM, INC.
AND DIGEX RELATING TO THIS ORDER.

[X]   RNETHealth.com, Inc. confirms that they have read and understand the
      "DIGEX, Inc. Acceptable Use Policy".

[X]   Customer confirms that non-standard support services will be billed to
      RNETHealth.com, Inc. account at the rate of $150/hour with a minimum of
      1/2 hour (subject to engineer availability).

================================================================================
ACCEPTED BY RNETHEALTH.COM, INC.:         ACCEPTED BY DIGEX:

[SIGNATURE ILLEGIBLE]
-------------------------------------     --------------------------------------
SIGNATURE                                 SIGNATURE

[SIGNATURE ILLEGIBLE]
-------------------------------------     --------------------------------------
NAME                      DATE            NAME                       DATE

CFO                     3/24/00
-------------------------------------     --------------------------------------
TITLE                                     TITLE
================================================================================
<PAGE>   6
                                                             Contract # 00003367

PRODUCTS & SERVICES DETAILED DESCRIPTIONS
================================================================================
CUSTOMER SERVER NAME:  Bandwidth (Shared Schedule)   FACILITY: _________________

    CONFIGURATION TYPE: None (Standard)              BUILD TIME: _______________


--------------------------------------------------------------------------------
DOMAIN INFORMATION:
--------------------------------------------------------------------------------
STATUS: ______________ New ______________  REQUESTED DOMAIN NAME:
                                                1st Choice: ____________________
                                                2nd Choice: ____________________
                                                3rd Choice: ____________________

SPECIAL DOMAIN INSTRUCTIONS
(Including special primary and
secondary requests):
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
SERVER CONFIGURATION
--------------------------------------------------------------------------------
                                                           Initial     Recurring
Product Model: Cross-Platform                       QTY      Fees       Charges
--------------------------------------------------------------------------------
NETWORK        CIR 0.25/AIR 1 Xedia Burstable        1      $270.00     $450.00
               Bandwidth
--------------------------------------------------------------------------------
                                             SUB-TOTAL:     $270.00     $450.00

--------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:


================================================================================
<PAGE>   7


                                                             Contract # 00003367


<TABLE>
<CAPTION>
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
-----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                         <C>
         CUSTOMER SERVER NAME:            DB Server                   FACILITY:
                              -------------------------------                  --------------------------------

          CONFIGURATION TYPE:          None (Standard)              BUILD TIME:
                              -------------------------------                  --------------------------------

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
DOMAIN INFORMATION:
-----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
STATUS:             New                     REQUESTED DOMAIN NAME:
       -----------------------------             1st Choice:
                                                            -----------------------------
                                                 2nd Choice:
                                                            -----------------------------
                                                 3rd Choice:
                                                            -----------------------------

SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
SERVER CONFIGURATION
-----------------------------------------------------------------------------------------------------------------------
                                                                                                 Initial      Recurring
Product Model:          NT                                                              QTY       Fees         Charges
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                             <C>       <C>          <C>
SERVER                  Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
                        III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
                        2x1 Hot Plug Drive Cage                                          1       $  475.00    $  260.00
-----------------------------------------------------------------------------------------------------------------------
HARDWARE                RAM-128 for Compaq ProLiant 1850R                                1       $   35.00    $   15.00
-----------------------------------------------------------------------------------------------------------------------
                        RAM-256MB for Compaq ProLiant 1850R                              1       $   65.00    $   30.00
-----------------------------------------------------------------------------------------------------------------------
                        RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
                        ProLiant 1850R, hardware mirroring, includes 3200 controller
                        and backup plan                                                  1       $  460.00    $  260.00
-----------------------------------------------------------------------------------------------------------------------
                        RAID5 Solution, 3x9.1GB (10,000 RPM) LVD drives, Compaq
                        ProLiant 1850R, hardware mirroring, includes 3200 controller
                        and backup plan                                                  1       $  580.00    $  340.00
-----------------------------------------------------------------------------------------------------------------------
SOFTWARE                Microsoft NT Standard Build version 4.4 with Microsoft
                        Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0,
                        WebTrends Enterprise Reporting Server for NT                     1       $  305.00    $  140.00
-----------------------------------------------------------------------------------------------------------------------
                        Symantec PCAnywhere 8.0 Server                                   1       $   25.00    $   10.00
-----------------------------------------------------------------------------------------------------------------------
                        Microsoft SQL Server 7.0 for 1-4 CPUs                            1       $  420.00    $  420.00
-----------------------------------------------------------------------------------------------------------------------
OPTIONS                 NT Administrator Privileges                                      1       $  500.00    $  100.00
-----------------------------------------------------------------------------------------------------------------------
SUPPORT                 Managed Service-Platinum                                         1       $1,378.00    $1,033.00
-----------------------------------------------------------------------------------------------------------------------
                                                                                SUB-TOTAL:       $4,243.00    $2,608.00
                                                                                                 ----------------------


-----------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:


-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   8


                                                             Contract # 00003367

PRODUCTS & SERVICES DETAILED DESCRIPTIONS

<TABLE>
<S>                                           <C>
CUSTOMER SERVER NAME:   Web Server               FACILITY:
                     -----------------------              ----------------------

  CONFIGURATION TYPE:   None (Standard)        BUILD TIME:
                     -----------------------               ---------------------


DOMAIN INFORMATION:

STATUS:     New                    REQUESTED DOMAIN NAME:
        -----------------------
                                   1st Choice:
                                                ----------------------
                                   2nd Choice:
                                                ----------------------
                                   3rd Choice:
                                                ----------------------

SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
</TABLE>

<TABLE>
<CAPTION>
SERVER CONFIGURATION
-------------------------------------------------------------------------------------------------------------------
                                                                                            Initial     Recruiting
Product Model:  NT                                                                  QTY      Fees        Charges
-------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                     <C>     <C>         <C>
SERVER      Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
            III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
            2x1 Hot Plug Drive Cage                                                  1      $  475.00     $  260.00
-------------------------------------------------------------------------------------------------------------------
HARDWARE    RAM-128MB for Compaq ProLiant 1850R                                      1      $   35.00     $   15.00
-------------------------------------------------------------------------------------------------------------------
            RAM-256MB for Compaq ProLiant 1850R                                      1      $   65.00     $   30.00
-------------------------------------------------------------------------------------------------------------------
            Processor-Pentium III 500MHz for Compaq ProLiant 1850R
            w/512K cache                                                             1      $   75.00     $   35.00
-------------------------------------------------------------------------------------------------------------------
            RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
            ProLiant 1850R, hardware mirroring, includes 3200 controller
            and backup plan                                                          1      $  460.00     $  260.00
-------------------------------------------------------------------------------------------------------------------
SOFTWARE    Microsoft NT Standard Build version 4.4 with Microsoft
            Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0.
            WebTrends Enterprise Reporting Server for NT                             1      $  305.00     $  140.00
-------------------------------------------------------------------------------------------------------------------
            Microsoft Site Server 3.0                                                1      $  210.00     $  210.00
-------------------------------------------------------------------------------------------------------------------
            Symantec PCAnywhere 8.0 Server                                           1      $   25.00     $   10.00
-------------------------------------------------------------------------------------------------------------------
OPTIONS     NT Administrator Privileges                                              1      $  500.00     $  100.00
-------------------------------------------------------------------------------------------------------------------
SUPPORT     Managed Service-Platinum                                                 1      $1,378.00     $1,033.00
-------------------------------------------------------------------------------------------------------------------
                                             2nd PLATINUM INSTALLATION DISCOUNT:            $ (500.00)    $    0.00
                                                                                      -----------------------------
                                                                      SUB-TOTAL:            $3,028.00     $2,093.00
                                                                                      -----------------------------

-------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:

-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   9
                              TERMS AND CONDITIONS

The following terms and conditions (these "Terms") govern the provision by
DIGEX, Inc. ("Company") of the services and/or products (referred collectively
herein as "Services and Products") described on the Server Order Form and
Contract attached hereto ("Order Form") and defined in Company's product support
listing, to the customer ("Customer") identified on the Order Form. The Order
Form, these Terms and the attachments hereto, which are identified on the Order
Form, executed with respect to the Services and Products are referred to herein,
collectively, as this "Agreement."

1.   OBLIGATIONS OF COMPANY. Company shall install within ten business days
     after execution by Company of the Order Form, unless otherwise specified in
     the Order Form, and maintain the Services and Products which are designated
     in the Order Form (as such may be supplemented pursuant to Section 5,
     below). Company will use its best efforts to assure that Customer's
     Internet server will be available 24 hours a day, seven days a week. If the
     Customer's Internet server is unavailable for more than a total of 4 hours
     in any week, other than as a result of the maintenance activities described
     in Section 4, below, fees for that week will be waived and the applicable
     monthly invoice will be adjusted accordingly. For the purposes of this
     Agreement, a week shall be considered to run from Sunday to Saturday.
     Customer's Internet server shall be deemed to be not available for purposes
     of this Section 1 if Company's standard hardware, software, or operating
     system is functioning in a manner that prevents http, ftp, or mail access
     to the Internet server ("Unavailability"). For purposes of this Section 1.
     Unavailability shall not be deemed to occur hereunder as a result of
     Customer action or inaction, including, but not limited to, Customer
     utilization of Customer owned, non-standard, or unsupported hardware and/or
     software installed by the Customer or Company at the Customer's request.

2.   OBLIGATIONS OF CUSTOMER. Customer shall comply with all of the terms of
     this Agreement, including, but not limited to, the Acceptable Use Policy
     attached hereto as Attachment A (the "Use Policy"), as the Use Policy may
     be modified from time to time. Upon notice from Company, Customer promptly
     shall eliminate any hazard, interference or service obstruction that any
     hardware or software used by Customer, whether or not provided by Company
     ("Customer Materials"), is causing, or is likely to cause. If Customer
     requests Company to assist it in removing any hazards, interference or
     service obstruction that Customer Materials are causing or are likely to
     cause, Company may, but is not required to, assist in such removal. The
     charges for Company's services in connection with such assistance shall be
     at rates determined by Company at the time such services are requested and
     payment with respect thereto shall be made in accordance with Section 3,
     below. In the event that the primary function(s) of Customer's web site is
     impaired during non-business hours or holidays, and Company has been unable
     to successfully locate and/or contact an authorized representative of
     Customer, Company may take reasonable steps to restore the functionality of
     Customer's web site without prior Customer approval. ANY NECESSARY WORK
     THAT IS PERFORMED BY COMPANY TO RESTORE FUNCTIONALITY THAT WAS IMPAIRED BY
     CUSTOMER DESIGN FLAWS OR ERRORS ARE BILLABLE TO CUSTOMER. CUSTOMER
     UNDERSTANDS THAT CUSTOMER SHALL PAY TO COMPANY A BILLABLE RATE FOR TIME AND
     MATERIALS, AS INDICATED ON THE ORDER FORM UNDER TIME AND EXPENSE ORDER.
     THESE CHARGES ARE IN EXCESS OF THE MONTHLY RECURRING CHARGES.

3.   PAYMENT

     3.1. Generally. Charges for the Services and Products (including the
          charges described in the balance of this Section 3.1, the "Charges")
          are set forth on the Order Form. Charges shall commence to accrue on
          the date that Company provides access codes to Customer ("Operational
          Date"). All payments for Charges shall be made in U.S. Dollars.
          Customer may pre-pay the Charges for the entire term of this Agreement
          or may pay the Charges on a monthly basis. Charges shall be invoiced
          to Customer in advance at the beginning of the month. Any additional
          charges, including, but not limited to, any early cancellation
          charges, accrued interest, late fees and any usage-based charge,
          including, but not limited to, charges for network access to the
          Internet, shall be invoiced in arrears and shall appear on the monthly
          invoices for Services and Products or separate invoices. In all cases,
          payments for Charges are due upon receipt by Customer of the invoices
          for such Charges. In addition to any other remedies that may be
          available to Company under this Agreement (including, but not limited
          to, in connection with the termination of this Agreement pursuant to
          Section 6 below) or applicable law, Charges that are not paid in full
          thirty (30) days after receipt by Customer of the invoice therefore (a
          "Payment Default") will be subject to interest charges of the lesser
          of one and one-half percent (1.5%) per month or portion thereof and
          the highest amount permitted by law, which interest shall accrue
          daily. Customer shall be liable for all amounts owed to Company
          pursuant to this Agreement, irrespective of the termination of this
          Agreement. Customer also shall pay to Company all expenses incurred by
          Company in exercising any of its rights under this Agreement or
          applicable law with respect to the collection of a Payment Default,
          including, but not limited to, reasonable attorneys' fees and the fees
          of any collection agency retained by Company.

     3.2. Taxes. Customer shall be liable for, and shall reimburse Company and
          indemnify and hold Company harmless from all local, state, federal and
          non-United States taxes or similar assessments or charges (including
          any interest and penalties imposed thereon), other than taxes based on
          the net income of Company, arising out of, or relating to this
          Agreement or the sale of the Services and Products hereunder.

     3.3. Pass Through Items and Other Expenses. Company will have the right at
          any time during any term of this Agreement to pass through and invoice
          to Customer any new or increased fees, assessments, taxes or other
          charges imposed on or required to be collected by Company by any
          governmental agency or any new or increased charges by any carrier
          that affect Company's costs in providing Services and Products to
          Customer. Customer also will be responsible for paying any sales,
          license and use taxes, fees, or assessments levied by any local, state
          or federal government or governmental agency with respect to the
          provision of Services and Products under this Agreement. Customer will
          pay and be solely responsible for all taxes, fees and charges levied
          directly upon it.

4.   MAINTENANCE. Company designates time periods ("Scheduled Maintenance
     Windows") during which it may limit or suspend the availability of the
     hardware and/or software involved in providing its Services and Products
     (an "Outage") to perform necessary maintenance or upgrades. Scheduled
     Maintenance Windows currently are each Tuesday and Friday between the hours
     of 4 am and 8 am and the third Saturday of each month between the hours of
     4 am and 12 noon, Eastern Standard Time and Pacific Standard Time. If
     planned maintenance has the possibility of making the server or servers, as
     the case may be, utilized by Customer inaccessible to the Internet during a
     Scheduled Maintenance Window, Company will provide not less than
     twenty-four (24) hours prior electronic mail or other notice to Customer of
     the Scheduled

<PAGE>   10
     Maintenance Window during which the Outage is planned. In addition, Company
     reserves the right to perform any required maintenance work outside of the
     Scheduled Maintenance Window with prior notice to Customer.

5.   ADDITIONAL PRODUCTS OR SERVICES. With Company's concurrence, Customer may
     orally request service or products ("Additional Item") then offered by
     Company in addition to the Services and Products (an "Oral Request"). An
     Oral Request may only be made by the individual(s) listed as the authorized
     customer upgrade contact on the Order Form. Customer will have five (5)
     business days after making the Oral Request to cancel the Additional Item
     in writing. As soon as practicable after receiving the Oral Request,
     Company will begin the installation process with respect to the Additional
     Item. Customer will be charged Company's then current list price for the
     Additional Item. If Customer cancels the Oral Request, Customer shall pay
     all applicable charges of Company with respect to the installation of the
     Additional Item. An Additional Item shall be subject to this Agreement.

6.   TERM AND TERMINATION. The initial term of this Agreement shall commence on
     the Operational Date and upon expiration shall automatically renew for
     successive ninety (90) day terms at the Charges in effect at the
     commencement of such terms (which Charges shall have been communicated to
     Customer in writing forty-five (45) days prior to the end of the preceding
     term) or until written notice of non-renewal by either party is delivered
     to the other party at least thirty (30) days prior to the end of the then
     current term.

     6.1. Termination by Company. In addition to any other rights it may have
          under this Agreement or applicable law, Company may, at its option,
          immediately terminate this Agreement, upon (i) a Payment Default, (ii)
          Customer's failure to comply with any other obligation of Customer
          under this Agreement including, but not limited to, its failure to
          comply with any of the terms of the Use Policy, (iii) Customer ceasing
          to do business in the normal course, becoming or being declared
          insolvent or bankrupt, being the subject of any proceeding relating to
          liquidation or insolvency which is not dismissed within 90 calendar
          days or making an assignment for the benefit of its creditors or (iv)
          any attempt by Customer to derive any source code from the Services or
          Products. Any such termination may be effected without prior notice to
          Customer.

     6.2. Termination by Customer. Customer may terminate this Agreement with
          respect to all, and not less than all of the Services and Products in
          the event of (a) a material breach by Company of its obligations under
          this Agreement which breach is not cured within ten (10) business days
          after written notice thereof is received by Company, or (b) otherwise
          in the first sixty (60) days of the initial term hereof (collectively,
          a "Permissible Termination"). In the event of a Permissible
          Termination, Customer shall pay (i) installation Charges, (ii) a
          pro-rated Charge based on the number of days Company provided Services
          and Products prior to the date of termination of this Agreement by
          Customer under this Section 6.2, and (iii) if the Services and
          Products include software for which Company does not then provide
          general customer support, Customer shall pay to Company an amount
          equal to Company's cost of such software for the entire term. If
          Customer terminates this Agreement other than in a Permissible
          Termination, Customer shall pay to Company an amount equal to all
          unpaid Charges for the remainder of the then current term of this
          Agreement.

     6.3. Rights and Obligations on Termination. Upon termination of this
          Agreement, Company and Customer shall have no obligations to each
          other except as provided in this Agreement. Upon termination of this
          Agreement, Customer shall (i) pay all amounts due and owing to
          Company, (ii) remove from Company's premises all property owned by
          Customer and (iii) return to Company all software, access keys and any
          other property provided to Customer by Company under this Agreement.
          Any property of Customer not removed from Company's premises within
          ten (10) days after such termination shall become the property of
          Company, which may, among other things, dispose of such property
          without the payment of any compensation to Customer. The rights and
          obligations of both parties, which by their nature would continue
          beyond the termination of this Agreement (including, without
          limitation, those relating to confidentiality, payment of Charges,
          limitations of liability and indemnification), shall survive such
          termination.

7.   PROPRIETARY RIGHTS. Company hereby grants Customer a non-exclusive,
     non-transferable license to use the Services and Products provided
     hereunder during the term of this Agreement. All rights with respect to the
     Services and Products, including, but not limited to, intellectual property
     or similar rights with respect therefore belong exclusively to Company,
     whether or not they are embedded in any Service or Product. Notwithstanding
     the foregoing, Customer shall not be obligated to make any royalty or other
     payments with respect to the Services and Products other than as provided
     in this Agreement.

8.   PROPRIETARY RIGHTS INDEMNIFICATION.

     8.1. By Customer. Customer agrees to indemnify and hold harmless Company,
          all individuals or entities controlling, controlled by or under common
          control with Company (each, a "Company Affiliate"), and the officers,
          directors, attorneys and employees of Company and each Company
          Affiliate (a "Section 8 Indemnified Party") against any losses,
          claims, damages, liabilities, penalties, actions, proceedings or
          judgments (collectively, "Losses") to which a Section 8 Indemnified
          Party may become subject related to or arising out of any infringement
          or misappropriation or alleged infringement or misappropriation of any
          United States copyright, trade secret or other proprietary right
          related to any hardware or software utilized by Customer in connection
          with any of the Services or Products and will reimburse a Section 8
          Indemnified Party for all legal and other expenses, including
          reasonable attorneys' fees incurred by such Section 8 Indemnified
          Party in connection with investigating, defending or settling any Loss
          whether or not in connection with pending or threatened litigation in
          which such Indemnified Party is a party.

     8.2. By Company. Company agrees to indemnify and hold harmless the Customer
          against any Losses to which the Customer may become subject related to
          or arising out of infringement or misappropriation of any United
          States copyright, trade secret or other proprietary right related to
          the equipment and software provided by the Company to the Customer,
          and will reimburse the Customer for all legal and other expenses,
          including reasonable attorney's fees incurred in connection with
          investigating, defending, or settling any such loss, claim, damage,
          liability, action or proceeding whether or not in connection with
          pending or threatened litigation in which the Customer is a party.
          This indemnification does not relate to the Customer's content or
          matters that arise from Customer's content or conduct. The provisions
          of this Agreement relating to indemnification shall survive
          termination of Customer's account. If any such Products and Services,
          or any
<PAGE>   11
          part thereof, is an infringement or a misappropriation, then Company
          will, at no additional charge to the Customer, use commercially
          reasonable efforts to either: (i) procure for Customer the right to
          continue using such Products and Services or part thereof; or (ii)
          replace such Products and Services with non-infringing Products and
          Services; or (iii) modify the same so as to make it non-infringing; or
          (iv) the Agreement as to the infringing Products and Services will
          terminate, and Company shall refund to Customer any and all of the
          unused portion of the fees paid for such Products and Services.

9.   INDEMNIFICATION. In addition to other indemnification provided herein,
     Customer agrees to indemnify and hold harmless Company, each Company
     Affiliate and the officers, directors, employees and agents of Company and
     each Company Affiliate (each an "Indemnifying Party") against any losses,
     claims, damages, liabilities, penalties, actions, proceedings or judgments
     (collectively, "Losses") to which an Indemnified Party may become subject
     and which Losses arise out of, or relate to this Agreement or Customer's
     use of the Services and Products, and will reimburse an Indemnified Party
     for all legal and other expenses, including reasonable attorneys' fees
     incurred by such Indemnified Party in connection with investigating,
     defending or settling any Loss whether or not in connection with pending or
     threatened litigation in which such Indemnified Party is a party.

10.  LIMITATION ON COMPANY LIABILITY. The parties acknowledge that the
     limitations set forth in this Section 10 are integral to the amount of fees
     levied in connection with this Agreement, and that, were Company to assume
     any further liability other than as set forth herein, such fees would of
     necessity be set substantially higher. Company does not monitor or exercise
     control over the content of the information transmitted through its
     facilities. Use of the Services and Products or any information that may be
     obtained therefrom is at Customer's own risk. Company shall have no
     responsibility or liability for the accuracy or quality of information
     obtained through its Services and Products. Company shall not be deemed to
     be in default of any provision of this Agreement or be liable for any
     delay, failure of performance or interruption of the provision of action of
     any governmental or military authority, (iii) failure caused by
     telecommunication or other Internet provider, or (iv) other force or
     occurrence beyond its control. The exclusive remedy against Company for any
     damages whatsoever to Customer arising out of or related to this Agreement
     shall be the refund of the fees paid by Customer to Company with respect to
     the then current term of this Agreement. COMPANY SHALL NOT BE LIABLE FOR
     (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY
     LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE COMPANY'S
     SERVICES AND PRODUCTS BY CUSTOMER OR ANY THIRD PARTIES EVEN IF COMPANY HAS
     BEEN ADVISED OF THE POSSIBILITY THEREOF, OR (ii) ANY LOSS OF DATA RESULTING
     FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. COMPANY
     PROVIDES THE SERVICES AND PRODUCTS AS IS, WITHOUT WARRANTY OF ANY KIND,
     WHETHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES,
     INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
     OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE
     FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND PRODUCTS AND
     COMPANY SHALL HAVE NO LIABILITY THEREFORE. The limitations of liability
     provided in Section 10 of this Agreement shall inure to the benefit of
     Company and all Company Affiliates and to all of the respective officers,
     directors, attorneys, employees and agents of Company and such other
     entities ("Limited Liability Parties"). The limitations of liability
     afforded Company in this Agreement shall apply whether (i) the action in
     which recovery is sought is based in contract, tort (including, but not
     limited to, negligence or strict liability), statute or otherwise or (ii) a
     Limited Liability Party is alleged to be liable jointly with one or more
     parties or otherwise.

11.  OTHER CUSTOMER ASSURANCES. During any time period when Customer is
     provided access to any facilities, hardware or other property owned or
     leased by, or otherwise under the control of Company (collectively "Company
     Property") pursuant to this Agreement, Customer shall (i) maintain
     insurance, with Company as a named payee, covering any damage or
     destruction to Company Property (collectively "Damage") and (ii) reimburse
     Company for all expenses incurred by Company in replacing or repairing, as
     the case may be, any Damage caused by Customer.

     11.1. Limited Company Liability. Neither Company nor any of its officers,
           directors, employees, and agents shall be liable for any damage or
           destruction of equipment or other materials belonging to, leased by,
           or otherwise under the control of Customer, whether or not any such
           equipment or materials are at any time located in facilities owned or
           operated by Company, except where such damage or destruction is a
           direct result of the gross negligence, recklessness or willful
           misconduct of Company or any of its officers, directors, employees,
           and agents.

12.  CONFIDENTIALITY.

     12.1. Confidentiality. The parties recognize that they will have access to
           confidential proprietary information and/or trade secrets of the
           other party. Customer specifically acknowledges that the Services and
           Products constitute valuable trade secrets of Company. Accordingly,
           the parties agree that (i) the provisions of this Agreement, (ii) any
           information whatsoever with respect to the Services and Products,
           (iii) the course of dealing between Company and Customer hereunder
           and (iv) all other non-public information relating to the foregoing,
           including but not limited to user information submitted through
           Customer's web forms, and the number of such web forms submitted
           (collectively, the "Confidential Information") shall be treated by
           parties on a confidential basis and shall not be reproduced, reduced
           to writing, or disclosed to any employees of the parties (except on a
           need to know basis and then only if the employee is subject to an
           obligation of confidentiality) or any other person or entity without
           the prior written consent of the disclosing party. Upon termination
           of this Agreement, any documentation or data reflecting any
           Confidential Information shall be promptly returned to the disclosing
           party. Disclosure of information pursuant to applicable statutes or
           regulations (collectively, "Laws") shall be excepted from this
           provision; provided, however, that prior to any disclosure pursuant
           to any Laws, the recipient will assert the confidential nature of the
           Confidential Information and will cooperate fully with the disclosing
           party, at disclosing party's expense, in protecting against any such
           disclosure including, but not limited to, obtaining a protective
           order or similar order narrowing the scope of such disclosure of the
           Confidential Information. In the event such protection is not
           obtained, the recipient shall disclose the Confidential Information
           only to the extent necessary to comply with the Laws.

     12.2. Tampering. The parties agree that they will not attempt to copy or in
           any way, alter, re-engineer or otherwise tamper with any of the



<PAGE>   12
           Confidential Information.

     12.3. Injunctive Relief. The parties acknowledge that violation of the
           provisions of Sections 12.1 or 12.2, above, could cause irreparable
           harm to the disclosing party not adequately compensable by monetary
           damages. In addition to other relief, it is agreed that injunctive
           relief shall be available to the disclosing party in the event of
           such violations without necessity of posting bond to prevent any
           actual or threatened violations of such sections.

13.  TRANSFER AND ASSIGNMENT. Neither party may sell, assign or transfer any of
     its rights or obligations under this Agreement without the prior written
     consent of the other party.

14.  USE OF CUSTOMER'S OR COMPANY'S NAME. Company shall be permitted to use
     Customer's name in connection with proposals to prospective customers and
     otherwise in print or electronic form for marketing or other purposes,
     including, but not limited to, use in connection with (i) compliance with
     applicable laws or regulations; and (ii) the protection of any rights
     relating to Company or its business. Customer may use the name "DIGEX" in
     connection with the Services and Products or otherwise only with Company's
     prior written consent.

15.  NO THIRD PARTY BENEFICIARIES. Except as otherwise specifically provided
     herein, this Agreement inures to the benefit of Company and Customer only
     and no third party shall enjoy the benefits of this Agreement or shall have
     any rights hereunder.

16.  NOTICES. Unless otherwise specified herein, any notices or other
     communications required or permitted hereunder shall be sufficiently given
     if in writing and delivered personally or sent by facsimile transmission,
     internationally recognized overnight courier, registered or certified mail
     (postage prepaid with return receipt requested), to the address or
     facsimile number of Customer as set forth in the Order Form or Company as
     set forth below. Such notices or other communications shall be deemed
     received (i) on the date delivered, if delivered personally, (ii) on the
     date that return confirmation is received, if sent by facsimile, (iii) on
     the business day (or, if international, on the second business day) after
     being sent by an internationally recognized overnight air courier or (iv)
     five days after being sent, if sent by first class registered mail, return
     receipt requested.

DIGEX, Inc., One DIGEX Plaza, Beltsville, Maryland 20705, Attention: Vice
President, Client Services, Facsimile Number: (301) 847-5056.

17.  SURVIVAL OF CLAIMS. Any claims arising out of or related to this Agreement
     must be brought no later than one year after it has accrued.

18.  INDEPENDENT CONTRACT STATUS. Nothing in this Agreement or in the course of
     dealing between Company and Customer pursuant hereto shall be deemed to
     create between Company and Customer (including their respective directors,
     officers, employees and agents) a partnership, joint venture, association,
     employment relationship or any other relationship other than that of
     independent contractors with respect to each other.

19.  GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Maryland, without regard to choice
     of law provisions that would cause the application of the law of another
     jurisdiction.

20.  DISPUTE RESOLUTION.

     20.1. Mutual Discussion; Mediation. If a dispute or difference of any kind
           whatsoever (a "Dispute") shall arise between Company and Customer in
           connection with, relating to or arising out of this Agreement,
           including the interpretation, performance, non-performance, or
           termination hereof, the parties shall attempt to settle such Dispute
           in the first instance by mutual discussions. If such Dispute has not
           been resolved within thirty (30) days by mutual discussions, the
           parties shall endeavor to settle the Dispute by mediation under the
           Mediation Rules of the American Arbitration Association prior to any
           recourse to arbitration pursuant to Section 20.2, below.

     20.2. Arbitration. If such Dispute cannot be settled within thirty (30)
           days after submission to mediation pursuant to Section 20.1, above,
           such Dispute shall be settled by an arbitral tribunal (the
           "Tribunal") under the Arbitration Rules of the American Arbitration
           Association (the "Arbitration Rules"). Each party shall appoint an
           arbitrator within thirty (30) days after the expiration of the
           aforementioned thirty-day period, which arbitrators shall then
           jointly appoint a third arbitrator within thirty (30) days after the
           appointment of the second arbitrator, to act as president of the
           Tribunal. Arbitrators not so appointed shall be appointed pursuant to
           the Arbitration Rules. The costs of the arbitration shall be borne by
           the parties as determined by the Tribunal. The award rendered in any
           arbitration commenced hereunder shall be final and conclusive and
           judgment thereon may be entered in any court having jurisdiction for
           its enforcement. Neither party shall (i) appeal to any court from the
           decision of the Tribunal or (ii) have any right to commence or
           maintain any suit or legal proceeding concerning a Dispute until such
           Dispute has been determined in accordance with the arbitration
           procedure provided for herein, and then only for enforcement of the
           award rendered in such arbitration. All mediation and arbitration
           proceedings pursuant to this Agreement shall take place in Prince
           George's County, Maryland.

21.  HEADINGS. The section and subsection headings have been used in this
     Agreement as a matter of convenience only and shall not be used in the
     interpretation of any provision of this Agreement.

22.  NON-WAIVER, WAIVER AND AMENDMENT. Failure by either Company or Customer to
     enforce any of the provisions of this Agreement or any rights with respect
     hereto or the failure to exercise any option provided hereunder shall in no
     way be considered to be waiver of such provisions, rights or options, or to
     in any way affect the validity of this Agreement. No waiver of any rights
     under this Agreement, nor any modification or amendment of this Agreement
     shall be effective or enforceable unless in writing and signed by both
     parties, except as provided by Section 5, above.

23.  SEVERABILITY. If one or more of the provisions in this Agreement are found
     to be invalid, illegal or unenforceable in any respect, the validity,
     legality and enforceability of the remaining provisions shall not be
     affected.
<PAGE>   13


24.     ENTIRE AGREEMENT.   This Agreement constitutes the entire agreement of
        the parties and supersedes all oral negotiations and prior writings with
        respect thereto. When used in this Agreement, the terms "hereof",
        "herein" and "hereunder" refer to this Agreement in its entirety,
        including any attachments to this Agreement and not to any particular
        provisions of this Agreement, unless otherwise indicated.

25.     COUNTERPARTS.   This Agreement may be executed in any number of
        counterparts, each of which shall be deemed an original, but all of
        which together shall constitute one and the same instrument.

            USE OF COMPANY SERVICES AND PRODUCTS CONSTITUTES ACCEPTANCE OF
        THESE TERMS AND CONDITIONS.

        AGREED BY CUSTOMER:                     AGREED BY COMPANY:
                                                DIGEX, Inc.
        _______________________________
                                                BY: ____________________________
        BY:____________________________
                                                NAME:___________________________
        NAME:__________________________
                                                TITLE:__________________________
        TITLE:_________________________
                                                DATE:___________________________
        DATE:__________________________


<PAGE>   14
                             ACCEPTABLE USE POLICY


Sections 3.6,3.7 and 3.8 apply only to Web Site Management Group.
I. INTRODUCTION.

     This document sets forth the principles, guidelines and requirements of
the Acceptable Use Policy of Intermedia Communications Inc. and its direct and
indirect wholly-owned subsidiaries, including, but to limited to, Digex,
Incorporated and Shared Technologies Fairchild Telecom, Inc. (collectively and
individually, the "Company") governing the use by the customer ("Customer") of
the Company's services and products ("Services and Products"). The Acceptable
Use Policy has been created to promote the integrity, security, reliability and
privacy of Company's Web Site Management Facility, network, and Customer data
contained within. Company retains the right to modify the Acceptable Use Policy
at any time and any such modification shall be automatically effective as to
all customers when adopted by the Company.

          Questions or comments regarding the Acceptable Use Policy should be
     forwarded to the Company via:

                    E-mail: abuse@digex.net
                    Telephone: 301-847-6200, 1-800-581-8711

2. COMPLIANCE WITH LAW.

          Customer shall not post, transmit, re-transmit or store material on
or through any of Services or Products which, in the sole judgment of the
Company (i) is in violation of any local, state, federal or non-United States
law or regulation, (ii) threatening, obscene, indecent, defamatory or that
otherwise could adversely affect any individual, group or entity (collectively,
"Persons") or (iii) violates the rights of any person, including rights
protected by copyright, trade secret, patent or other intellectual property or
similar laws or regulations including, but not limited to, the installation or
distribution of "pirated" or other software products that are not appropriately
licensed for use by Customer. Customer shall be responsible for determining what
laws or regulations are applicable to its use of the Services and Products.

3. PROHIBITED USES OF SERVICES AND PRODUCTS.

          In addition to the other requirements of this Acceptable Use Policy,
the Customer may only use the Services and Products in a manner that, in the
Company's sole judgment, is consistent with the purposes of such Services and
Products. If the Customer is unsure of whether any contemplated use or action
is permitted, please contact the Company as provided above. By way of example,
and not limitation, uses described below of the Services and Products are
expressly prohibited.

          3.1 General.

                  3.1.1.    Resale Services and Products, without the prior
                            written consent of the Company.
                  3.1.2.    Deceptive on-line marketing practices.
                  3.1.3.    Violations of the rights of any Person protected by
                            copyright, trade secret, patent or other
                            intellectual property or similar laws or
                            regulations, including, but not limited to, the
                            installation or distribution of "pirated" or other
                            software products that are not appropriately
                            licensed for use by Customer.
                  3.1.4.    Actions that restrict or inhibit any Person,
                            whether a customer of the Company or otherwise, in
                            its use or enjoyment of any of the Company's
                            Services or Products.

          3.2. System and Network.

                  3.2.1.    Introduction of malicious programs into the network
                            or server (e.g., viruses and worms).
                  3.2.2.    Effecting security breaches or disruptions of
                            Internet communication. Security breaches include,
                            but are not limited to, accessing data of which the
                            customer is not an intended recipient or logging
                            into a server or account that the Customer is not
                            expressly authorized to access. For purposes of
                            this Section 3.2.2., "disruption" includes, but is
                            not limited to, port scans, flood pings, packet
                            spoofing and forged routing information.
                  3.2.3.    Executing any form of network monitoring which
                            will intercept data not intended for the Customer's
                            server.
                  3.2.4.    Circumventing user authentication or security of
                            any host, network or account.
                  3.2.5.    Interfering with or denying service to any user
                            other than the Customer's host (for example, denial
                            of service attack).
                  3.2.6.    Using any program/script/command, or sending
                            messages of any kind, designed to interfere with,


<PAGE>   15
               or to disable, a user's terminal session, via any means, locally
               or via the Internet.

     3.2.7.    Creating an "active" full time connection on a Company-provided
               dial-up account for Internet access by using artificial means
               involving software, programming or any other method.

     3.2.8.    Utilizing a Company-provided dial-up account for purposes for
               Internet access other than facilitating connectivity to the
               Services and Products provided by the Company. This includes
               copying or creating files utilizing more than 5MB of disk space
               on the dial-up account servers.

     3.2.9.    Failing to comply with the Company's procedure relating to the
               activities of customers on the Company's premises.

3.3. Billing.

     3.3.1.    Furnishing false or incorrect data on the order form, contract or
               online application, including fraudulent use of credit card
               numbers.

     3.3.2.    Attempting to circumvent or alter the processes or procedures to
               measure time, bandwidth utilization, or other methods to document
               "use" of the Company's Services and Products.

3.4. Mail.

     3.4.1.    Sending unsolicited mail messages, including the sending of "junk
               mail" or other advertising material to individuals who did not
               specifically request such material, who were not previous
               customers of the Customer or with whom the Customer does not have
               an existing business relationship ("E-mail spam").

     3.4.2.    Harassment, whether through language, frequency or size of
               messages.

     3.4.3.    Unauthorized use, or forging, of mail header information.

     3.4.4.    Solicitations of mail for any other E-mail address other than
               that of the poster's account or service with the intent to harass
               or to collect replies.

     3.4.5.    Creating or forwarding "chain letters" or other "pyramid schemes"
               of any type.

     3.4.6.    Use of unsolicited E-mail originating from within the Company's
               network or networks of other Internet Service Providers on behalf
               of, or to advertise, any service hosted by the Company, or
               connected via the Company's network.

3.5. Usenet Newsgroups.

     3.5.1.    Posting the same or similar messages to large numbers of Usenet
               newsgroup ("Newsgroup spams").

     3.5.2.    Posting chain letters of any type.

     3.5.3.    Posting encoded binary files to newsgroups not specifically named
               for that purpose.

     3.5.4.    Cancellation or superseding of posts other than your own.

     3.5.5.    Forging of header information.

     3.5.6.    Solicitations of mail for any other E-mail address other than
               that of the poster's account or service, with intent to harass or
               to collect replies.

     3.5.7.    Use of unsolicited E-mail originating from within the Company's
               network or networks of other Internet Service Providers on behalf
               of, or to advertise, any service hosted by the Company, or
               connected via the Company's network.

Please note that the following only apply if the Customer uses the relevant
platform and has purchased web site hosting services and/or products.

3.6. Roles Regarding UNIX Managed Server.

     3.6.1.    Customer may not create/update/delete accounts created and
               maintained by the Company. Specifically, the Company account may
               not be altered in any manner nor may any account with a UID of
               less than 1000 be altered.

     3.6.2.    Customer may not change the partitioning or mount points of any
               drive.

     3.6.3.    Customer may not create/update/delete any file in the /usr
               directory tree.

     3.6.4.    Customer may not install Microsoft(C) FrontPage Extensions unless
               updated on the /usr directory tree.

     3.6.5.    Customer may not create .rhosts or /etc/.host.equiv files.

     3.6.6.    Customer may not implement any procedure or process that would
               allow one to login as root


                                      -2-
<PAGE>   16
                         without using the root password. Customer may not
                         create suid scripts or programs

               3.6.7.    Customer may not alter the system kernel.

               3.6.8.    Customer may not alter the /sys or /etc/system
                         directory trees or any files contained therein.

               3.6.9.    Customer may not apply operating system and application
                         patches to software not installed and solely maintained
                         by the Customer, unless notification is given to the
                         Company.

               3.6.10.   Customer may not change the root shell.

               3.6.11.   Customer may not alter the contents of /.k5login.

               3.6.12.   Customer may not alter /etc/fstab or /etc/vfstab.

               3.6.13.   Customer may not share or export file systems. This
                         includes modifying /etc/exportfs, /etc/dfs/sharetab,
                         and /etc/netgroup.

               3.6.14.   Customer may not modify the decode or root alias in the
                         /etc/aliases file.

               3.6.15.   Customer may not change the "identity" of the system.
                         This includes modifying /etc/hosts, /etc/hostname.*,
                         /etc/defaultrouter, /etc/networks and /etc/ethers.

               3.6.16.   Customer may not modify the system in any manner that
                         restricts or alters access to the system by the
                         Company's employees.

               3.6.17.   Customer may acquire root privileges after successful
                         login of a valid non-root userid and using su to gain
                         access as root.

               3.6.18.   Customer may create/update/delete all aspects of
                         Customer created user accounts. This may include
                         modifying home directory permissions, user passwords,
                         etc.

               3.6.19.   Customer may use FTP to create/update/delete files and
                         directories.

               3.6.20.   Customer may add to, but may not modify, existing data
                         in the following configuration files: /etc/aliases,
                         /etc/group, /etc/rc.local, /etc/sendmail.cf file and
                         root crontab.

               3.6.21.   Customer may install software on the server provided
                         the installation meets all of the criteria detailed
                         above, and the Company is notified of such
                         installation.

          3.7. Roles Regarding Windows NT Managed Server.

               3.7.1.    Customer may not create/update/delete accounts created
                         and maintained by the Company. Specifically, Company
                         account may not be altered in any manner.

               3.7.2.    Customer may not install software that does not execute
                         as a service.

               3.7.3.    Customer may not install software that does not have a
                         remote administration capability.

               3.7.4.    Customer may not install applications that do not run
                         within a logon account different from that of the
                         installing user.

               3.7.5.    Customer may not install applications which must be
                         restarted when one user logs off and another user logs
                         on.

               3.7.6.    Customer may not install applications that do not
                         execute when an individual is not logged on to the
                         server.

               3.7.7.    Customer may not modify the network and system settings
                         of the server.

               3.7.8.    Customer may not apply operating system and application
                         patches to software not installed and solely maintained
                         by the Customer, unless notification is given to the
                         Company.

               3.7.9.    Customer may use FTP to create/update/delete files and
                         directories.

               3.7.10.   Customer may create/update/delete all aspects of
                         Customer created user accounts. This includes modifying
                         home directory permissions, user passwords, etc.

               3.7.11.   Customer may start and stop all Windows NT 4.0
                         Services, including the WWW and FTP services.

               3.7.12.   Customer may install software on the server provided
                         the installation meets all of the criteria detailed
                         above, and the Company is notified of such
                         installation.

          3.8  Abuse of bandwidth during a Web Site Management Beta Period will
               result in termination of applicable network discounts and
               commencement of billing based upon normal network recurring
               charges.

4. ENFORCEMENT.

     Company may immediately suspend and/or terminate the Customer's service
for violation of any provision of the Acceptable Use Policy upon verbal or
written notice, which notice may be provided by voicemail or E-mail. However,
the Company attempts to work with the Customer to cure violations of the
Acceptable Use Policy and to ensure that there is no reoccurrence of violations
prior to suspension and/or termination.


                                      -3-



<PAGE>   17
                                    GLOSSARY

o    ACCEPTABLE USE POLICY: Guidelines for services and products for Web Hosting
     and Internet Connectivity.

o    ADDRESS/IP SPOOFING: Inserting forged routing information into network
     packet(s) such that the origin of the packet is misreported, which causes
     return packets to be misrouted.

o    BINARY FILES: A file containing bits or bytes that do not necessarily
     represent printable text. The term binary file usually denotes any file
     that is not a text file, such as executable machine language code. Special
     software is required to print a binary file or view it on the screen.

o    BULK E-MAIL: Any group of messages sent via E-mail, with substantially
     identical content, to a large number of addresses at once. Many ISPs
     specify a threshold for bulk E-mail (e.g., 25 or more recipients within a
     24-hour period). Taken by itself, bulk E-mail is not necessarily abuse of
     the electronic mail system. For example, there are legitimate mailing
     lists, some with hundreds or thousands of willing recipients.

o    COMMERCIAL E-MAIL: Any E-mail message sent for the purposes of distributing
     information about a for-profit institution, soliciting purchase of products
     or services, or soliciting any transfer of funds. It also includes
     commercial activities by not-for-profit institutions.

o    CRACKS. Distribution of registration codes for software in violation of the
     software license, or distribution of any software intended to defeat copy
     protection.

o    DECEPTIVE ON-LINE MARKETING PRACTICES: Marketing practices that present a
     false image of the advertised product (or of the advertiser). One example
     of a deceptive on-line marketing practice would be an E-mail that purports
     to originate from the recipient's ISP or from a well-known company. Other
     examples include fraud, multi-level marketing, or any commercial or
     non-commercial activity that is conducted for the purpose of confusing,
     misleading or misinforming the E-mail and/or Internet users.

o    ELECTRONIC MAIL (E-MAIL) SPAM: Unsolicited E-mail from which a recipient
     cannot unsubscribe, or unsolicited E-mail to a recipient who does not have
     a previous business or other relationship with the sender.

o    FORGED ROUTING INFORMATION: Routing information which is misleading or
     incorrect or which would tend to disguise the origin of the routed
     material. Usually refers to information that is not generated by any
     routing device (such as a mail server), but is inserted by a party using
     software which is designed to produce false routing information (headers in
     the case of E-mail).

o    FTP: File Transfer Protocol. A standard way of transferring files from one
     computer to another on the Internet and on other TCP/IP networks. FTP is
     also the name of any of various computer programs that implement the file
     transfer protocol. Customers can also retrieve files by FTP using a web
     browser.

o    MMF: Make Money Fast Schemes: Messages that "guarantee immediate,
     incredible profits!," including such schemes as chain letters.

o    MAILBOMB: Delivery of enough E-mail to an electronic mailbox to overload
     the mailbox or potentially overload the system that the mailbox is hosted
     on.

o    NEWSGROUP SPAMS: A public forum or discussion area on a computer network.
     All users of the network can post messages, and every user can read all
     messages distributed worldwide by the Usenet system, covering thousands of
     topics.

o    PACKET SPOOFING: Emitting a network packet with a source address you do not
     have permission from the owner to use.



                                      -4-
<PAGE>   18
o    PING FLOOD: Intentionally flooding a system's pipeline with ICMP
     EchoRequests. This can reduce the bandwidth available for legitimate use
     and, if severe enough, can bring a pipe down.

o    PIRATED: Any copywritten material, commercial or noncommercial, that is
     used, transmitted and/or stored without authorization.

o    PYRAMID SCHEMES: A get-rich scheme in which you receive a message
     containing a list of names. Recipients are expected to send money to the
     first person on the list, cross the first name off, add their name at the
     bottom and distribute copies of the message.

o    SMURF/FRAGGLE: http://users.quadrunner.com/chuegen/smurf.txt

          The "smurf" attack, named after its exploit program, is one of the
     most recent types of network-level attacks against hosts. A perpetrator
     sends a large amount of ICMP echo (ping) traffic at IP broadcast addresses,
     all of which have a spoofed source address of a victim. If the routing
     device delivering traffic to those broadcast addresses performs the IP
     broadcast to layer-2 broadcast function, most hosts on that IP network will
     take the ICMP echo request and reply to it with an echo reply each,
     multiplying the traffic by the number of hosts responding. On a
     multi-access broadcast network, there could potentially be hundreds of
     machines to reply to each packet.

          The "smurf" attack's cousin is called "fraggle," which uses UDP echo
     packets in the same fashion as the ICMP echo packets. A "fraggle" is a
     simple re-write of "smurf."

o    SYSTEM KERNEL: The central part of an operating system. In many operating
     systems, only the Kernel can access hardware directly. (Also spelled
     "kernel.")

o    UNSOLICITED E-MAIL: Unsolicited E-mail is any E-mail message received where
     the recipient did not specifically ask to receive it. Taken by itself,
     unsolicited E-mail does not constitute abuse, and not all unsolicited
     E-mail is undesired E-mail. For example, receiving "unsolicited" E-mail
     from a long-lost friend or relative is certainly not abuse.

     o    Unsolicited Bulk E-mail (UBE): E-mail with substantially identical
          content sent to many recipients who did not ask to receive it.

     o    Unsolicited Commercial E-mail (UCE): E-mail containing commercial
          information that has been sent to a recipient who did not ask to
          receive it.

o    WORMS: An automated computer program that probes, breaks into, interferes
     with or disrupts service for one or more computers, networks or services.
     Similar to a virus, Trojan horse or other disabling device.








                                      -5-
<PAGE>   19
DIGEX
               Proprietary Information between DIGEX and Customer

                                                            DIGEX WSMG SOLUTIONS
                                   SQL SERVER 7.0 Pre-Installation Questionnaire

Please complete the following SQL 7.0 Pre-Installation Questionnaire. The
information obtained from this document will facilitate the installation
process. Please call Digex for assistance if needed. Digex cannot complete
product installation until this information is received. Please fax the
completed questionnaire along with any other pertinent information to your
sales representative.

Please see the SQL documentation, or contact Site Engineering, if you have any
questions. You can download SQL Books-On-Line from:
     http://support.microsoft.com/download/support/mslfiles/sqlbol.exe

INITIAL CONFIGURATION QUESTIONS

1.0 INITIAL CONFIGURATION

Prior to installing SQL 7.0 Windows NT Service Pack 4 (SP4) must be installed.
SP4 has been tested with Digex supported applications. SQL 7.0 installs
Microsoft Data Access Components (MDAC) 2.1, if you have an application that
conflicts with MDAC 2.1 please indicate below. If you have a non-supported
application on your system please indicate below.

1.1 By default DIGEX will install files in c:\mssql7 for a single drive
    installation. Another directory c:\mssqldata will be created for your data.
    If a RAID configuration has been purchased the program files and data
    directory will be created on the RAID array. It is not recommended to change
    the default directories, however you may select a different partition. If
    so, please specify: ___________________

1.2 By default DIGEX will configure SQL Server 7.0 to dynamically configure
    server memory with limits as detailed in the table below:

<TABLE>
<CAPTION>
TOTAL RAM ON THE SERVER       MINIMUM        MAXIMUM
-------------------------------------------------------
<S>                           <C>            <C>
64                            30             40
128                           60             100
256                           100            216
512                           216            464
640                           320            580
768                           384            688
896                           448            816
1024                          512            944
</TABLE>



<PAGE>   20

[DIGEX LOGO]
================================================================================

               Proprietary Information between DIGEX and Customer


If a different configuration is desired please specify:

Dynamically configure with the following settings
Minimum _______          Maximum ______

OR

Use a fixed memory size (specify): _____________

1.3  By default DIGEX configures SQL to boost SQL priority on Windows NT if the
     machine is dedicated to SQL. If the machine is shared use with Internet
     Information Server, or other major applications, the default priority is
     used.

1.4  By default DIGEX configures the authentication audit level to "failure".
     If a different configuration is desired, please specify:
     ____ Success  ____ Failure  ____ All

1.5  By default DIGEX configures dumps of Master and MSDB. Please note the
     customer should schedule dumps of other databases. If desired, DIGEX will
     develop a maintenance plan for customer databases on a Time and Materials
     basis. If you would like this service, please contact your Account
     Representative for pricing and availability.

     1.5.1     By default DIGEX configures Data Optimization to re-organize
               data and index pages as well as change free space per page to 10%
               weekly on Sunday beginning at 1:00 am. If a different schedule is
               desired, please indicate:


     1.5.2     By default DIGEX configures the Database Integrity Check to
               check database integrity, including indexes, and attempting to
               repair any minor problems weekly on Sunday beginning at 12:00
               am. The integrity checks are done before backups. If a different
               schedule is desired, please indicate:


     1.5.3     By default DIGEX configures the Backup Disk Directory to be the
               sqlinstalldirectory\backup creating a subdirectory for each
               database and removing files older than 4 weeks. If a different
               configuration is desired please indicate:


     1.5.4     By default DIGEX configures the Transaction Log Backup Plan to
               back up the transaction log as part of the maintenance plan. The
               integrity of the backup is verified upon completion of the
               backup and stores the backups


                                                                               2
<PAGE>   21
[DIGEX LOGO]
--------------------------------------------------------------------------------
               Proprietary Information between DIGEX and Customer


               on disk. This process takes place Monday through Friday at 12:00
               am. If a different configuration is desired, please indicate:

     1.5.5     By default DIGEX configures the Transaction Log Backup to use the
               default backup directory and create a subdirectory for each
               database. Files older than 4 weeks are removed. If a different
               configuration is desired, please indicate.

     1.5.6     By default DIGEX configures Report Generation to write reports
               to a text file in sqlinstalldirectory\log and deletes files older
               than 4 weeks. If a different configuration is desired, please
               indicate:

     1.5.7     By default DIGEX configures the Maintenance History to be written
               to the default tables and limits this table to 1000 rows. If a
               different configuration is desired, please indicate:

OPTIONAL COMPONENT QUESTIONS

2.0 ENGLISH QUERY

     English Query provides an OLE Automation API that lets users resolve
     natural language questions about the information in a Microsoft SQL Server
     database.

     Given a definition of the entities and relationships associated with a SQL
     Server database, English Query translates a natural-language question
     about data in the database to a set of SQL SELECT statements that can then
     be executed against the SQL Server database to resolve the query.

     By default this component is not installed. If selected DIGEX will
     install all components of this option.

     ________ Install component         ________ Do not install component


3.0  OLAP SERVICES

     Microsoft(R) SQL Server(TM) OLAP Services is an OLAP capability that is a
     component of Microsoft SQL Server version 7.0. OLAP Services includes a
     middle-tier server that allows users to perform analyses on large volumes
     of data.

                                                                               3
<PAGE>   22
[DIGEX LOGO]
================================================================================
               Proprietary Information between DIGEX and Customer

By default this component is not installed. If selected DIGEX will install all
components of this option.

______ Install component      ______ Do not install component




Completed:



--------------------------------------------------------------------------------
Signature                          Print Name                       Date




                                                                               4
<PAGE>   23
[DIGEX LOGO]
               Proprietary Information between DIGEX and Customer

                                                            DIGEX WSMG SOLUTIONS
                                   SQL SERVER 7.0 Pre-Installation Questionnaire

Please complete the following SQL 7.0 Pre-Installation Questionnaire. The
information obtained from this document will facilitate the installation
process. Please call Digex for assistance if needed. Digex cannot complete
product installation until this information is received. Please fax the
completed questionnaire along with any other pertinent information to your
sales representative.

Please see the SQL documentation, or contact Site Engineering, if you have any
questions. You can download SQL Books-On-Line from:
     http://support.microsoft.com/download/support/mslfiles/sqlbol.exe

INITIAL CONFIGURATION QUESTIONS

1.0 INITIAL CONFIGURATION

Prior to installing SQL 7.0 Windows NT Service Pack 4 (SP4) must be installed.
SP4 has been tested with Digex supported applications. SQL 7.0 installs
Microsoft Data Access Components (MDAC) 2.1, if you have an application that
conflicts with MDAC 2.1 please indicate below. If you have a non-supported
application on your system please indicate below.

1.1 By default DIGEX will install files in c:\mssq17 for a single drive
    installation. Another directory c:\mssq1data  will be created for your data.
    If a RAID configuration has been purchased the program files and data
    directory will be created on the RAID array. It is not recommended to change
    the default directories, however you may select a different partition. If
    so, please specify: ___________________

1.2 By default DIGEX will configure SQL Server 7.0 to dynamically configure
    server memory with limits as detailed in the table below:

<TABLE>
<CAPTION>
TOTAL RAM ON SERVER        MINIMUM        MAXIMUM
-------------------------------------------------------
<S>                           <C>            <C>
64                            30             40
128                           60             100
256                           100            216
512                           216            464
640                           320            580
768                           384            688
896                           448            816
1024                          512            944
</TABLE>



<PAGE>   24

                                  [DIGEX LOGO]

               Proprietary Information between DIGEX and Customer


If a different configuration is desired please specify:

Dynamically configure with the following settings
Minimum _______          Maximum ______

OR

Use a fixed memory size (specify): _____________

1.3  By default DIGEX configures SQL to boost SQL priority on Windows NT if the
     machine is dedicated to SQL. If the machine is shared use with Internet
     Information Server, or other major applications, the default priority is
     used.

1.4  By default DIGEX configures the authentication audit level to "failure".
     If a different configuration is desired, please specify:
     ____ Success  ____ Failure  ____ All

1.5  By default DIGEX configures dumps of Master and MSDB. Please note the
     customer should schedule dumps of other databases. If desired, DIGEX will
     develop a maintenance plan for customer databases on a Time and Materials
     basis. If you would like this service, please contact your Account
     Representative for pricing and availability.

     1.5.1     By default DIGEX configures Data Optimization to re-organize
               data and index pages as well as change free space per page to 10%
               weekly on Sunday beginning at 1:00 am. If a different schedule is
               desired, please indicate:


     1.5.2     By default DIGEX configures the Database Integrity Check to
               check database integrity, including indexes, and attempting to
               repair any minor problems weekly on Sunday beginning at 12:00
               am. The integrity checks are done before backups. If a different
               schedule is desired, please indicate:


     1.5.3     By default DIGEX configures the Backup Disk Directory to be the
               sqlinstalldirectory\backup creating a subdirectory for each
               database and removing files older than 4 weeks. If a different
               configuration is desired please indicate:


     1.5.4     By default DIGEX configures the Transaction Log Backup Plan to
               back up the transaction log as part of the maintenance plan. The
               integrity of the backup is verified upon completion of the
               backup and stores the backups


                                                                               2
<PAGE>   25
[DIGEX LOGO]
--------------------------------------------------------------------------------
               Proprietary Information between DIGEX and Customer


               on disk. This process takes place Monday through Friday at 12:00
               am. If a different configuration is desired, please indicate:

     1.5.5     By default DIGEX configures the Transaction Log Backup to use the
               default backup directory and create a subdirectory for each
               database. Files older than 4 weeks are removed. If a different
               configuration is desired, please indicate.

     1.5.6     By default DIGEX configures Report Generation to write reports
               to a text file in sqlinstalldirectory\log and deletes files older
               than 4 weeks. If a different configuration is desired, please
               indicate:

     1.5.7     By default DIGEX configures the Maintenance History to be written
               to the default tables and limits this table to 1000 rows. If a
               different configuration is desired, please indicate:

OPTIONAL COMPONENT QUESTIONS

2.0 ENGLISH QUERY

     English Query provides an OLE Automation API that lets users resolve
     natural language questions about the information in a Microsoft SQL Server
     database.

     Given a definition of the entities and relationships associated with a SQL
     Server database, English Query translates a natural-language question
     about data in the database to a set of SQL SELECT statements that can then
     be executed against the SQL Server database to revolve the query.

     By default of this component is not installed. If selected DIGEX will
     install all components of this option.

     ________ Install component         ________ Do not install component


3.0  OLAP SERVICES

     Microsoft(R) SQL Server(TM) OLAP Services is an OLAP capability that is a
     component of Microsoft SQL Server version 7.0. OLAP Servicers includes a
     middle-tier server that allows users to perform analyses on large volumes
     of data.

                                                                               3
<PAGE>   26
[DIGEX LOGO]
================================================================================
               Proprietary Information between DIGEX and Customer

By default this component is not installed. If selected DIGEX will install all
components of this option.

______ Install component      ______ Do not install component




Completed:



--------------------------------------------------------------------------------
Signature                          Print Name                       Date


                                                                               4
<PAGE>   27
                                                                    [DIGEX LOGO]
--------------------------------------------------------------------------------

DIGEX PLATINUM SERVICE
                                                       WORLD CLASS CUSTOMER CARE

IMPLEMENTATION MANAGEMENT

        The Implementation Services team is responsible for the project
        management of new solutions and configuration changes, ensuring the
        client receives new builds, upgrades, and modifications in a timely and
        quality driven manner.

        A dedicated implementation Project Manager (PM) is assigned to a client
        as soon as the contract has been signed and all paperwork concerning the
        server build has been reviewed by the Implementation Team. The
        Implementation PM will manage the quality and the timeliness of the
        build cycle, ensure that all required installation steps are performed,
        and that the solution delivered is functioning properly.

        -       IMPLEMENTATION PROJECT MANAGER -- The Implementation Project
                Manager acts as an internal advocate within Digex to coordinate
                your installation. The Project Manager tracks milestones and
                deadlines internally to ensure timely delivery of your site.

        -       COMMUNICATION -- As the primary contact throughout the build
                cycle, the Project Manager will contact you to introduce
                themselves. The Project Manager is responsible for documenting
                and communicating status on issues as they arise during the
                installation process. On handoff, you will be provided with an
                initial password and verification identifier. The Project
                Manager will answer any questions or address any issues that you
                may have throughout the build cycle.

        -       DOMAIN NAME REGISTRATION -- During the build process, the
                Implementation Project Manager will submit request for Domain
                Name Registration.


--------------------------------------------------------------------------------

PLATINUM ACCOUNT MANAGER

        The Platinum Account Manager is the single point of contact for your
        account once your server solution has been completed and released to
        you. As your account manager, he/she will provide focused communication,
        planning, and attention to your needs including:

        -       SINGLE POINT OF CONTACT -- The Platinum Account Manager
                functions as the primary point of contact during business hours
                and an emergency point of contact during off-hours. As the
                single point of contact, the Platinum Account Manager is the
                expert on your web site configuration and your account. As your
                relationship evolves, the Platinum Account Manager will develop
                an understanding of your business needs and your web site
                growth.

        -       DIRECT COMMUNICATION CHANNEL -- Your Account Manager can provide
                status on issues quickly and thoroughly. If necessary, Platinum
                Account Managers are available for conference calls with
                developers, systems integrators, or technical contacts to
                provide responses to questions about performance, upgrades,
                service level agreements, reports, remote administration, or
                billing.

        -       TROUBLESHOOTING AND PROBLEM RESOLUTION. -- The Platinum Account
                Manager functions as an internal advocate within Digex for all
                issues pertaining to your web site. One of your Platinum Account
                Manager's primary responsibilities is to investigate and manage
                the resolution of technical problems to your web site or server
                configuration.


--------------------------------------------------------------------------------
Last Modified Wednesday, August 11, 1999       Page 1      http:://www.digex.com

<PAGE>   28
                                                                    [DIGEX LOGO]
--------------------------------------------------------------------------------

        -       DIGEX ON-SITE ASSISTANCE -- The combination of the Platinum
                Account Manager and Digex's powerful suite of remote
                administration services meet the majority of your administration
                needs. However, certain special circumstances may necessitate
                on-site assistance at Digex. On-Site assistance is available on
                a request basis. With 72 hours advance notice, Digex will
                arrange for on-site support including an escort into our data
                center, if appropriate.

--------------------------------------------------------------------------------

MULTI-TIERED SUPPORT

        Orders and cases are routed through a multi-tiered support structure
        engineered to provide quick responses to upgrades, troubleshooting, or
        outages.

        -       TIERED SUPPORT -- Tier 1 is the Platinum Account Manager during
                business hours, complemented by the Technical Support Help Desk
                during off-hours. Tier 2 is the Technical Operations
                organization composed of Microsoft, Compaq, and Sun certified
                Internet Systems Administrators. The Technical Operations
                organization is divided into three areas of focused expertise:
                UNIX Operations, NT Operations, and Network Operations.

        -       ENGINEERING SUPPORT -- The Operations group will consult
                Engineering for focused knowledge in a particular technical
                discipline. The Engineering group has dedicated teams focusing
                on standard builds, database administration, network
                engineering, backup and recovery, and systems security.

        -       VENDOR ON-SITE AND TECHNICAL SUPPORT -- Digex has established
                formalized technical support programs with all major vendors
                including Microsoft, Netscape, Oracle, and Sun. In the event,
                that a Digex engineer is unable to resolve a system
                administration issue in a timely manner, on-site and remote
                technical support resources from our vendors will be leveraged.
                Never-before-seen problems are the most frequent occasion for
                escalation to the vendor. Often a vendor-supplied patch or fix
                may be necessary. Digex will work with the vendor technical
                support staff on system administration troubleshooting,
                diagnosis, and resolution. Development and content debugging
                issues are not generally available from Digex. The Professional
                Services organization will provide assistance with content
                issues on a time and materials basis.

        -       CONSULTING SUPPORT -- Digex Professional Services is often
                consulted on non-standard or longer-term projects. Professional
                Services work is typically performed on a time and materials
                basis.

--------------------------------------------------------------------------------

24X7X365 HELP DESK SUPPORT

        With 24x7x365 technical support, help is always a phone call away.
        Technical support includes a help desk backed by several tiers of
        escalation. Technical support staffs are well versed in Digex
        technologies and standard operating procedures.

        -       TECHNICAL SUPPORT HELP DESK -- The Digex Technical Support Help
                Desk is available 24 hours a day, 7 days a week, 365 days a
                year. During off hours (5PM - 8AM EST weekdays and all hours on
                weekends), the Digex Technical Support Help Desk
                (1-88-USE-DIGEX) is your first line of support for all problems.
                The Digex Technical Support Staff is available to answer your
                performance, administration, or remote access questions. Much of
                the Technical Support Staff is certified or is in training to be
                certified. And your Platinum Account Manager is available via
                pager for consultation on emergency issues after contacting the
                Help Desk.

        -       BASELINE PROJECT EDUCATION -- The Technical Support Help Desk is
                well versed in Digex technologies. Technical support staff can
                provide education on common questions about standard operating
                systems, web servers, mail servers, reporting packages, and
                remote administration tools. Specifically, the Help Desk
                specializes in answering frequently asked questions about remote
                administration; user permissions and passwords; routine system
                administration; and troubleshooting techniques.


--------------------------------------------------------------------------------
                                     Page 2

<PAGE>   29


                                                                    [DIGEX LOGO]
--------------------------------------------------------------------------------

        -       DIGEX CENTRAL NERVOUS SYSTEM (DCNS) -- The Technical Support
                Staff relies on the DCNS for all customer activities and
                requests. DCNS is an enterprise-wide, integrated system of front
                office and back office applications based upon the Clarify
                architecture. From your initial contract to your most recent
                upgrade, DCNS provides a detailed audit trail of case history,
                activity, and configuration changes to your Web site. As the
                single source for account, billing, and customer data, DCNS
                enables DIGEX to provide a superior depth of information and
                level of responsiveness to billing, problem, and configuration
                inquiries.

DIGEX CUSTOMER NET

        The Digex Customer Net is an on-line, self-service web site designed to
        provide immediate access to critical information about Digex and your
        server.

        -       CUSTOMER NET -- The Customer Net, available at
                http://customers.digex.net provides updates on events, news,
                product and service announcements, available upgrades, and
                partnerships in the on-line customer newsletter. Additionally,
                on the Customer Net you will find an always up-to-date version
                of the Digex User Manual. Get answers to frequently asked
                questions; learn about Digex standard operating procedures or
                reference information about how to administer your web site. And
                don't forget to download and print the latest inserts for the
                Digex User Manual.

DIGEX USER MANUAL

        As a Platinum Services customer, you will receive one copy of the Digex
        User Manual. Separate user manuals are available for NT Managed Servers
        and UNIX Managed Servers. The User Manual provides extensive detail on
        Digex teams, products, facilities, security policies, and standard
        operating procedures.

        -       CONTRACT NUMBERS AND ADDRESSES -- The User Manual provides a
                list of all billing, sales, and support contacts as well as the
                necessary escalation procedures in the event of an emergency.

        -       GUIDE TO INTERACTING WITH DIGEX -- The User Manual provides a
                guide to interfacing with Digex. Detailed information is
                provided on the Digex Data Center, Service Packages, Service
                Teams, and Operations Groups.

        -       GETTING STARTED -- Getting Started helps you start using your
                Digex Managed NT or UNIX Web Server. Detailed information is
                provided on connecting to the Internet, Moving Content,
                Transferring Content, Connecting to Your Server, Changing Your
                Password, Setting File Permissions, and Installing Software.

        -       FREQUENTLY ASKED QUESTIONS -- Frequently Asked Questions provide
                customers with answers to the most common inquiries about
                standard operating procedures, web servers, mail servers,
                reporting packages, and remote administration tools.

        -       INTERNET GLOSSARY -- A glossary of the most commonly used terms
                and definitions in the Internet industry.

        -       ACCEPTABLE USE POLICY -- The User Manual provides customers with
                information on appropriate and prohibited uses of Digex products
                and services. Information on contractual obligations is provided
                in detail.


                                     Page 3
<PAGE>   30
                                                                    [DIGEX LOGO]
--------------------------------------------------------------------------------

STANDARD AND ENHANCED FEATURE PRICING

Platinum customers are assessed monthly recurring fees for the Platinum Service
package which includes three major components:

-    Digex Secure Center Facilities

-    Smart Services 3.0 including SmartAdmin, SmartBackup, SmartReporting,
     SmartMonitoring, and SmartSecurity

-    Platinum Customer Support

The standard monthly fee for Platinum Customer Support includes the following
features subject to the limitations described below:

1.   Platinum Account Manager

     -    Single Point of Contact

     -    Communication

     -    Backup Support Team

     -    Troubleshooting and Problem Resolution(1)

     -    On-Site Assistance At Digex

          On-Site Assistance may be subject to time & expenses charges for
          visits exceeding half a day. The T&E is intended to recover the cost
          of providing an escort and space on-site.

2.   Project Planning

3.   Enhanced Reporting

     -    Detailed Invoice Breakdown Reports
          (additional reports available for service fee).

     -    Account History Reports (as requested; limited to one per quarter;
          additional reports available for service fee).

     -    Education on Digex provided tools(2)

4.   24x7x365 Multi-Tiered Support

     -    Technical Support Help Desk

     -    Multi-Tiered Support Structure

     -    Education on Baseline Products (on most frequently asked questions for
          supported products).

     -    Escalation Procedures

     -    Digex Central Nervous System

5.   Digex User Manual (Limit one per customer)

6.   Digex Customer Net

7.   Installation Project Management

     -    Installation Project Manager

     -    Domain Name Registration

     -    Search Engine Submission (up to 2 URLs)

Footnotes:

1.   Troubleshooting and Problem Resolution available for system administration
     issues only. Digex does not perform content debugging. Digex Professional
     Services may be engaged for assistance on content debugging on a time and
     materials basis.

2.   The Platinum Account Manager will not create accounts or change passwords,
     but will instruct the customer on the required procedures. The Platinum
     Account Manager will not initiate a server contract or any other document
     that legally binds Digex to a course of action other than an authorized
     verbal upgrade.


                                     Page 5