<PAGE>

                          STOCK SUBSCRIPTION AGREEMENT

     THIS STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered
into as of _____________, by and between Interpacket Group, Inc., a California
corporation (the "Company"), and _________________ ("Purchaser").

                                R E C I T A L S:

     A.   The Company desires to sell to Purchaser, and Purchaser desires to
purchase from the Company, Shares (as hereinafter defined) of the Company,
subject to the terms and conditions set forth in this Agreement.

     B.   In order to induce the Company to sell the Shares to the Purchaser,
Purchaser agrees to be bound by the terms and conditions set forth below.

                               A G R E E M E N T:

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and conditions contained herein, the parties agree as follows:

     1.   SALES AND PURCHASE OF SHARES. The Company hereby agrees to sell to
Purchaser, subject to the conditions and restrictions contained in this
Agreement, and Purchaser hereby agrees to purchase from the Company, ________
shares (the "Shares") of the Company's common stock, par value $.01 per share
("Common Stock"), at a price of $___ per Share, for an aggregate purchase price
of $_________. Purchaser has delivered to the Company, and the Company hereby
acknowledges receipt of a wire transfer or Purchaser's check in the amount of
the purchase price in exchange for a certificate representing the Shares.

     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to Purchaser as follows:

          (a)  ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of California.

          (b)  VALID ISSUANCE OF SHARES. The Shares, have been duly and validly
authorized for issuance by the Company, and when issued pursuant to the terms
hereof, will be validly and legally issued, fully paid and non-assessable.

          (c)  AUTHORITY. The Company has full power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated on
its part hereby. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Company. This Agreement
has been duly executed and delivered by the Company and constitutes a legal,
valid and binding agreement thereof, enforceable against the Company in
accordance with its terms, subject to applicable


<PAGE>


bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors' rights generally and subject to general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     3.  REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to the Company as follows:

          (a)  PURCHASER'S OWN ACCOUNT. Purchaser is acquiring the Shares for
investment purposes only, for his, her or its own account and not as nominee or
agent for any other person, firm or corporation and not for resale in connection
with any distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). Purchaser represents
to the Company that he, she or it is an "accredited investor" (as such term is
defined in Rule 501 of Regulation D under the Securities Act) and that, by
reason of his, her or its business and financial experience, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of an investment in the Shares and is
able to bear the economic risk of such investment. In that regard, Purchaser has
accurately completed the "Purchaser Qualification Statement" attached hereto as
Schedule A, verifying his, her or its status as an accredited investor.

          (b)  ACCESS TO INFORMATION. Purchaser has carefully reviewed the
information set forth in the Company's ___________ Business Plan (the "Business
Plan") and the Company's _________________ projections (the "Projections").
Purchaser (i) is familiar with the business of the Company, (ii) has had an
opportunity to discuss with representatives of the Company the condition of and
prospects for the continued operation and financing of the Company and such
other matters as Purchaser has deemed appropriate in considering whether to
invest in the Shares and has had the opportunity to have his, her or its
questions regarding the information set forth in the Business Plan and/or the
Projections fully and completely answered by the Company, and (iii) has been
provided access to all available information about the Company reasonably
requested by Purchaser.

          (c)  SHARES NOT REGISTERED. Purchaser understands that the Shares have
not been registered under the Securities Act or registered or qualified under
the securities laws of any state and that Purchaser may not transfer the Shares
unless they are subsequently registered under the Securities Act and registered
or qualified under applicable state securities laws, or unless an exemption is
available which permits transfers without such registration and qualification.
Purchaser further acknowledges and agrees that the certificates evidencing such
shares and each instrument or certificate issued in exchange therefor will bear
a legend indicating all restrictions on transfer.

          (d)  AUTHORITY. This Agreement, when duly executed and delivered by
Purchaser, shall constitute the legal, valid, binding and enforceable obligation
of Purchaser, enforceable against the Purchaser in accordance with its terms.


                                       2.
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     4.   MISCELLANEOUS.

          (a)  MARKET STAND-OFF. Purchaser agrees that such Purchaser will not
sell, transfer or otherwise dispose of any Shares held thereby for a period of
up to one hundred and eighty (180) days following the effective date of any
registration statement filed by the Company under the Securities Act of 1933, as
amended, with respect to the registration by the Company of shares of Common
Stock for offer and sale to the public. Purchaser agrees to execute and deliver
such agreements as may be reasonably requested by the Company or it
underwriter(s) with respect to such offering that are consistent with and give
effect to the restrictions on sale set forth in this Section 4(a). Purchaser
also acknowledges that the Company may impose stop-transfer instructions with
respect to the Shares held by Purchaser until the end of such one hundred eighty
(180) period.

          (b)  LEGENDS ON CERTIFICATES. Any and all certificates now or
hereafter issued evidencing the Shares shall have endorsed upon them a legend
substantially as follows:

     "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, HAVE BEEN TAKEN FOR
     INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
     HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE
     REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE
     COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY,
     STATING THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND
     PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT."

Such certificates shall also bear such legends and shall be subject to such
restrictions on transfer as may be necessary to comply with all applicable state
securities laws and regulations.

          (c)  FURTHER ASSURANCES. Each party hereto agrees to perform any
further acts and execute and deliver any documents which may be reasonably
necessary to carry out the intent of this Agreement.

          (d)  NOTICES. Except as otherwise provided herein, all notices,
requests, demands and other communications under this Agreement shall be in
writing, and if by telegram or telecopy, shall be deemed to have been validly
served, given or delivered when sent, or if by personal delivery or messenger or
courier service, or by registered or certified mail, shall be deemed to have
been validly served, given or delivered upon actual delivery, (a) if sent to the
Company at 1901 Main Street, 2nd Floor, Santa Monica, California 90405, fax no.
(310) 382-3310 and (b) if to Purchaser at the address and telecopy number set
forth on the signature page hereof.


                                       3.
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          (e)  AMENDMENTS. This Agreement may be amended only by a written
agreement executed by both of the parties hereto.

          (f)  GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

          (g)  DISPUTES. In the event of any dispute among the parties arising
out of this Agreement, the prevailing party shall be entitled to recover from
the nonprevailing party the reasonable expenses of the prevailing party
including, without limitation, reasonable attorneys' fees.

          (h)  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding among the parties pertaining to the subject matter hereof and
supersedes any and all prior agreements, whether written or oral, relating
hereto.

          (i)  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of, and be binding upon, the Company's and the Purchaser's respective
affiliates, successors and/or assigns in the same manner and to the same extent
as if such affiliates, successors and/or assigns were original parties hereto.

          (j)  HEADINGS. Introductory headings at the beginning of each section
and subsection of this Agreement are solely for the convenience of the parties
and shall not be deemed to be a limitation upon or description of the contents
of any such section and subsection of this Agreement.

          (k)  COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and both of which, when taken
together, shall constitute one and the same agreement.


                                       4.
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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

                                  INTERPACKET GROUP, INC.


                                  By:
                                      ------------------------------------
                                      Jon Gans
                                      Chief Executive Officer



                                  PURCHASER:



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

                                  ----------------------------------------
                                  Print Name


                                  PURCHASER'S ADDRESS:

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

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

                                  ----------------------------------------
                                  Telephone:
                                            ------------------------------
                                  Fax No.:
                                          --------------------------------


                                       5.
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                                   SCHEDULE A


                                                       ----------------------
                                                          Name of Purchaser
                                                       (Please Print or Type)

                                    PURCHASER
                            QUALIFICATION STATEMENT(1)


          (a)  If the Purchaser is an individual, please indicate with an "X"
the manner in which such person qualifies as an "accredited investor" pursuant
to Regulation D promulgated under the Securities Act of 1933, as amended (the
"ACT"):

__________     (1)  a natural person whose individual net worth(2) (or joint
                    net worth with such person's spouse) exceeds $1,000,000; or

__________     (2)  a natural person who had an individual income(3) in excess
                    of $200,000 in each of the two most recent years and who
                    reasonably expects to have an individual income in excess of
                    $200,000 in the current year or who had joint income(4) in
                    excess of $300,000 in each of the two most recent years and
                    who reasonably expects to have joint income in excess of
                    $300,000 in the current year; or

__________     (3)  a director or executive officer of the Company;

          (b)  If the Purchaser is an individual, please answer questions 1-3 of
this subparagraph (b):

               (1)  Occupation of Purchaser:

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

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

     (1) For purposes hereof, the "COMPANY" means Interpacket Group, Inc.

     (2) For purposes of this item, "net worth" means the excess of total assets
at fair market value, including home and personal property, over total
liabilities, including mortgage debt.

     (3) For purposes of this item, "individual income" generally means adjusted
gross income as reported for Federal income tax purposes, less any income
attributable to a spouse or to property owned by a spouse.

     (4) For purposes of this item, "joint income" generally means adjusted
gross income as reported for Federal income tax purposes, INCLUDING any income
attributable to a spouse or to property owned by a spouse.


                                      A-1.
<PAGE>



__________     (2)  Name of employer:


__________     (3)  Business address, if different from mailing address in
                    Subscription Agreement, of Purchaser:

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

     (c)  If the Purchaser is NOT an individual (i.e., a corporation,
partnership, a limited liability company, trust or other entity), please
indicate with an "X" the manner in which such entity qualifies as an "accredited
investor" pursuant to the Act:

__________     (1)  a bank as defined in Section 3(a)(2) of the Act, or a
                    savings and loan association or other institution as defined
                    in Section 3(a)(5)(A) of the Act, whether acting in its
                    individual or fiduciary capacity;

__________     (2)  a broker or dealer registered pursuant to Section 15 of the
                    Securities Exchange Act of 1934, as amended;

__________     (3)  an insurance company as defined in Section 2(13) of the Act;

__________     (4)  an investment company registered under the Investment
                    Company Act of 1940, as amended;

__________     (5)  a business development company as defined in Section
                    2(a)(48) of the Investment Company Act of 1940, as amended;

__________     (6)  a Small Business Investment Company licensed by the U.S.
                    Small Business Administration under Section 301(c) or (d) of
                    the Small Business Investment Act of 1958, as amended;

__________     (7)  a plan established and maintained by a state, its political
                    subdivisions, or any agency or instrumentality of a state or
                    its political subdivisions, for the benefit of its
                    employees, if such plan has total assets in excess of
                    $5,000,000;

               (8)  an employee benefit plan within the meaning of Title I of
                    the Employee Retirement Income Security Act of 1974, as
                    amended ("ERISA"), if either

__________          (A)  the investment decision is made by a plan fiduciary, as
                         defined in Section 3(21) of ERISA, which is either a


                                      A-2.
<PAGE>


                         bank, savings and loan association, insurance company
                         or registered investment adviser,

__________          (B)  the employee benefit plan has total assets in excess of
                         $5,000,000, or

__________          (C)  such a plan is a self-directed plan with investment
                         decisions made solely by persons that are "accredited
                         investors;"

__________     (9)  a private business development company as defined in Section
                    202(a)(22) of the Investment Advisers Act of 1940, as
                    amended;

__________     (10) one of the following entities which was not formed for the
                    specific purpose of making an investment in the Partnership
                    and which has total assets in excess of $5,000,000:

                    (A)  an organization described in Section 501(c)(3) of the
                         Internal Revenue Code of 1986, as amended;

                    (B)  a corporation, limited liability company or
                         partnership; or

                    (C)  a Massachusetts or similar business trust;

__________     (11) a trust, with total assets in excess of $5,000,000, not
                    formed for the specific purpose of acquiring limited partner
                    interests of the Partnership, whose purchase of the limited
                    partner interests offered is directed by a sophisticated
                    person as described in Rule 506(b)(2)(ii) of Regulation D;
                    or

__________     (12) an entity in which all of the equity owners are "accredited
                    investors."

          (d)  If the Purchaser is NOT an individual (i.e., a corporation,
partnership, limited liability company, trust or other entity), please mark
either (1) or (2) of this subparagraph (d) with an "X":

__________     (1)  the Purchaser was not organized or reorganized for the
                    purpose of acquiring Shares; or

__________     (2)  if the Purchaser was organized or reorganized for the
                    purpose of acquiring Shares, the number of stockholders,
                    partners, members or other owners, direct or indirect, of
                    the subscriber is ____________ and all such stockholders,
                    partners or other investors are "accredited investors."


                                      A-3.