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                                                                 EXHIBIT 10.57

                                    REVOLVING
                                 NOTE AGREEMENT

$7,500,000                                           Dated as of January 3, 2001
                                                           At Syracuse, New York

         (1) Subject to the terms of this Revolving Note Agreement ("Note"),
commencing on January 20, 2001 and continuing through January 19, 2002, (the
"Advance Period"), FLEET NATIONAL BANK, its successors and assigns with banking
offices at One Clinton Square, Syracuse, New York 13202 ("Bank") agrees to loan
to APPLIEDTHEORY CORPORATION, a New York corporation with its offices at 1500
Broadway, New York, NY 10036 ("Borrower") on a revolving credit basis an amount
not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) (the
"Loan") in the aggregate at any one time outstanding. So long as no Event of
Default has occurred and is then continuing, the Borrower may obtain term Loan
advances (an "Advance" or the "Advances") from the Bank during the Advance
Period in accordance with the provisions of this Note. Additionally, Bank agrees
to provide Letters of Credit (each a "Letter of Credit") as part of the Loan
facility hereunder upon the terms set forth herein. Borrower unconditionally
agrees that Loan amounts advanced by the Bank to the Borrower hereunder shall be
repaid by the Borrower as follows under the provisions of this Note.

         (2) Payment. Commencing on the first day of the first calendar month
following the date of the first Advance made by the Bank to the Borrower
hereunder and continuing on the first day of each succeeding calendar month
through and including January 1, 2002 (each a "Monthly Payment Date"), Borrower
shall pay to the order of the Bank interest on the then outstanding unpaid
balance of the amount of each Advance made under this Note at a rate of interest
equal to the "Applicable Interest Rate" (defined below), and on January 20, 2002
(the "Maturity Date"), Borrower shall pay to the Bank the then unpaid principal
balance of all amounts advanced under this Note, including, but not limited to,
any Letter of Credit plus all accrued and unpaid interest. Borrower shall have
the option of extending the Maturity Date for two (2) periods of one (1) year
each provided that (i) no Event of Default has occurred and is continuing and
(ii) Borrower gives Bank forty five (45) days prior written notice in form
reasonably acceptable to the Bank of its election to extend the Maturity Date
and provided further that there shall be no extension of the Maturity Date
without the prior written consent of NYSERNet.net, Inc. in each case.

         (3) Advance Term and Interest Rates. At the time Borrower requests an
Advance, Borrower shall include in the Advance request the term of the requested
Advance and which of the following interest rate options Borrower elects with
respect to the Advance (the "Applicable Interest Rate"). Under no circumstances
may the requested Advance term extend beyond the Maturity Date. If no term or
interest rate option is specified by the Borrower, or if the amount of the
requested Advance is less than $100,000, the Advance involved shall bear
interest at the Bank's Prime Rate of interest minus two hundred (200) basis
points.
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                  (a)      LIBOR Advance. The Borrower may obtain Advances by
                           submitting an Advance request, in the form attached
                           hereto as Exhibit "A" two (2) Business Days prior to
                           the date on, which the Advance is to be made during
                           the Advance Period at the "LIBOR Rate" (defined
                           below) for the "Applicable Interest Period" (defined
                           below) plus forty (40) basis points. Each Advance
                           requested under this Section 3(a) shall be in the
                           minimum amount of $100,000. The term "LIBOR" or
                           "LIBOR Rate" shall mean, as applicable to any Advance
                           under this Section 3(a) (a "LIBOR Advance"), the rate
                           per annum as determined on the basis of the offered
                           rates for deposits in U.S. Dollars, for one (1)
                           month, two (2) months, three (3) months, four (4)
                           months, six (6) months or twelve (12) months as
                           specified by the Borrower (the "Interest Period")
                           which appears on the Telerate page 3750 as of 11:00
                           a.m. London time on the day that is two London
                           Banking Days preceding the first day of such LIBOR
                           Advance; provided, however, if the rate described
                           above does not appear on the Telerate System on any
                           applicable interest determination date, the LIBOR
                           rate shall be the rate (rounded upward, if necessary,
                           to the nearest one hundred-thousandth of a percentage
                           point), determined on the basis of the offered rates
                           for deposits in U.S. dollars for a period of time
                           comparable to such LIBOR Advance which are offered by
                           four major banks in the London interbank market at
                           approximately 11:00 a.m. London time, on the day that
                           is two (2) London Banking Days preceding the first
                           day of such LIBOR Advance as selected by Bank. The
                           principal London office of each of the four major
                           London banks will be requested to provide a quotation
                           of its U.S. Dollar deposit offered rate. If at least
                           two such quotations are provided, the rate for that
                           date will be the arithmetic mean of the quotations.
                           If fewer than two quotations are provided as
                           requested, the rate for that date will be determined
                           on the basis of the rates quoted for loans in U.S.
                           dollars to leading European banks for a period of
                           time comparable to such LIBOR Advance offered by
                           major banks in New York City at approximately 11:00
                           a.m. New York City time, on the day that is two
                           London Banking Days preceding the first day of such
                           LIBOR Advance. In the event that Bank is unable to
                           obtain any such quotation as provided above, it will
                           be deemed that LIBOR pursuant to a LIBOR Advance
                           cannot be determined. In the event that the Board of
                           Governors of the Federal Reserve System shall impose
                           a Reserve Percentage with respect to LIBOR deposits
                           of Bank, then for any period during which such
                           Reserve Percentage shall apply, LIBOR shall be equal
                           to the amount determined above divided by an amount
                           equal to 1 minus the Reserve Percentage. "Reserve
                           Percentage" shall mean the maximum aggregate reserve
                           requirement (including all basic, supplemental,
                           marginal and other reserves) which is imposed on
                           member banks of the Federal Reserve System against
                           "Euro-currency Liabilities" as defined in Regulation
                           D."


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                  (b)      Cost of Funds Advance. If the term of a requested
                           Advance is to be for more than one (1) year,
                           Borrower, by submitting an Advance request two (2)
                           Business Days prior to the date on which the Advance
                           is to be made, may obtain Advances during Advance
                           Period at a rate equal to the Bank's "Cost of Funds"
                           (defined below) for the term of the term of the
                           requested Advance (each Advance at the Cost of Funds
                           rate hereinafter called "Fixed Rate Loan"), plus
                           forty (40) basis points. Each Advance requested under
                           this Section 3(b) shall be in the minimum amount of
                           $100,000.

                           The term "Cost of Funds" means the per annum rate of
                           interest which the Bank is required to pay, or is
                           offering to pay, for wholesale liabilities of like
                           tenor, adjusted for reserve requirements and such
                           other requirements as may be imposed by federal,
                           state or local government and regulatory agencies, as
                           determined by the Bank.

                  (c)      Prime Rate Advance. The Borrower, by submitting an
                           Advance request, may obtain Advances at any time
                           during the Advance Period at the Bank's "Prime Rate"
                           of interest (defined below) minus 200 basis points.
                           Advances made by Bank to Borrower under the Target
                           Balance Service Agreement between Borrower and Bank
                           dated January 20, 1998 shall be deemed to be Advances
                           made under this Section 3(c). The term "Prime Rate"
                           means the variable per annum rate of interest so
                           designated from time to time by Fleet National Bank
                           as its prime rate. The prime rate is a reference rate
                           and does not necessarily represent the lowest or the
                           best rate being charged to any customer. Changes in
                           the rate of interest resulting from changes in the
                           Prime Rate shall take place immediately without any
                           notice or demand of any kind.

                  (d)      With respect to any Advance made under Section 3(a)
                           or 3(b) above, Borrower must either repay such
                           Advance at the end of the Applicable Interest Period
                           or Cost of Funds Period, as the case may be or notify
                           the Bank two banking days prior to the expiration of
                           the period involved that Borrower intends to continue
                           such borrowing in which event Borrower must at such
                           time notify the Bank as to whether the borrowing will
                           be continued as an Advance under Section 3(a) or 3(b)
                           or 3(c) of this Note. If at the end of an Applicable
                           Interest Period or a Cost of Funds Period, the
                           Borrower has not given such two banking day notice
                           and does not repay the Advance in question, then, so
                           long as no Event of Default has occurred and is then
                           continuing, the Advance involved shall be repaid by
                           making an Advance under Section 3(c) for a period of
                           30 days.

                  (e)      The term "Business Day" shall have the meaning set
                           forth in Section 8 below.


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                  (f)      Letters of Credit provided hereunder shall bear
                           interest at the rate of forty (40) basis points per
                           annum.

         (4) Interest Computations. All computations of interest shall be made
by Bank on the basis of a 360-day year and the actual number of days elapsed.

         (5) Prepayment. In the event Borrower obtains an Advance under Section
3(a) or 3(b) above, the last day of the Advance term selected by the Borrower
shall be deemed to be and is referred to herein as the "Advance Maturity Date".
Borrower shall have the right at any time and from time to time to prepay in
whole or in part any Advance made under Section 3(c) above without penalty,
premium or yield maintenance fee. Borrower shall have the right to prepay a
LIBOR Advance in whole but not in part, provided that the Borrower shall pay any
applicable yield maintenance fee in an amount computed as follows. Borrower may
prepay a LIBOR Advance or advance only upon at least three (3) Business Days
prior written notice to Bank (which notice shall he irrevocable), and any such
prepayment shall occur only on the last day of the Interest Period for such
LIBOR Advance. Borrower shall pay to Bank, upon request of Bank, such amount or
amounts as shall be sufficient (in the reasonable opinion of Bank) to compensate
it for any loss, cost, or expense incurred as a result of: (i) any payment of a
LIBOR Advance on a date other than the last day of the Interest Period for such
LIBOR Advance; (ii) any failure by Borrower to borrow a LIBOR Advance on the
date specified by Borrower's Loan request; (iii) any failure by Borrower to pay
a LIBOR Advance on the date for prepayment specified in Borrower's written
notice. Without limiting the foregoing, Borrower shall pay to Bank a yield
maintenance fee in an amount computed as follows: The current rate for United
States Treasury securities (bills on a discounted basis shall be converted to a
bond equivalent) with a maturity date closest to the term chosen pursuant to the
Fixed Rate Election as to which the prepayment is made, shall be subtracted from
the LIBOR in effect at the time of prepayment. If the result is zero or a
negative number, there shall be no yield maintenance fee. If the result is a
positive number, then the resulting percentage shall be multiplied by the amount
of the principal balance being prepaid. The resulting amount shall be divided by
three hundred sixty (360) and multiplied by the number of days remaining in the
term chosen pursuant to the Fixed Rate Election as to which the prepayment is
made. Said amount shall be reduced to present value calculated by using the
above referenced United States Treasury securities rate and the number of days
remaining in the term chosen pursuant to the Fixed Rate Election as to which
prepayment is made. The resulting amount shall be the yield maintenance fee due
to Bank upon the prepayment of a LIBOR Advance. Each reference in this paragraph
to "Fixed Rate Election" shall mean an election for a rate of interest based
upon the LIBOR Interest Period.

                  If at any time, (i) the interest rate on an Advance Cost of
Funds rate and (ii) Bank in its sole discretion should determine that current
market conditions can accommodate a prepayment request, Borrower shall have the
right, at any time and from time to time, upon at least ten (10) Business Days
prior written notice to Bank, to prepay Fixed Rate Loan in whole (but not in
part), and Borrower shall pay to Bank a yield maintenance fee in an amount
computed as follows: the current rate for a United States Treasury securities
(bills on a discounted basis shall be converted to a bond equivalent) with a
maturity date closest to the maturity date of the

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term chosen pursuant to the Fixed Rate Election as to which the prepayment is
made, shall be subtracted from the "Cost of Funds" component of the fixed rate
in effect at the time of prepayment. If the result is zero or a negative number,
there shall be no yield maintenance fee. If the result is a positive number,
then the resulting percentage shall be multiplied by the amount of the principal
balance being prepaid. The resulting amount shall be divided by 360 and
multiplied by the number of days remaining in the term chosen pursuant to the
Fixed Rate Election as to which the prepayment is made. Said amount shall be
reduced to present value calculated using the above-referenced United States
Treasury securities rate and the number of days remaining in the term chosen
pursuant to the Fixed Rate Election as to which the prepayment is made. The
resulting amount shall be the yield maintenance fee due to Bank upon prepayment
of a Fixed Rate Loan. Each referenced in this paragraph to "Fixed Rate Election"
shall mean the election by Borrower pursuant to paragraph 3b of this Promissory
Note.

                  If by reason of an event of default Bank elects to declare the
Loan to be immediately due and payable, then any yield maintenance fee with
respect to the loan shall become due and payable in the same manner as though
Borrower had exercised such right of prepayment with respect to all then unpaid
Advances.

         (6) Payments. All payments shall be made by Borrower to Bank at One
Clinton Square, P.O. Box 4821, Syracuse, New York 13221-4821 or such other place
as Bank may from time to time specify in writing in lawful currency of the
United States of America in immediately available funds, without counterclaim or
setoff and free and clear of, and without any deduction or withholding or, any
taxes or other payments.

         (7) Application of Payments. All payments shall be applied first to the
payment of all fees, expenses and other amounts due to the Bank (excluding
principal and interest), then to accrued interest, and the balance on account of
outstanding principal; provided, however, that after an Event of Default,
payments will be applied to the obligations of Borrower to Bank as Bank
determines in its sole discretion.

         (8) Business Day: If this Note or any payment hereunder becomes due on
a day which is not a Business Day (as defined below), the due date of this Note
or payment shall be extended to the next succeeding Business Day, and such
extension of time shall be included in computing interest and fees in connection
with such payment. As used herein, "Business Day" shall mean any day other than
a Saturday, Sunday or day which shall be in the State of New York a legal
holiday or day on which banking institutions are required or authorized to close

         (9) Participations. Bank shall have the unrestricted right at any time
and from time to time, and without the consent of or notice to Borrower, to
grant to one or more banks or other financial institutions (each, a
"Participant") participating interests in Bank's obligation to lend hereunder
and/or any or all of the Loan. In the event of any such grant by Bank of a
participating interest to a Participant, whether or not upon notice to Borrower,
Bank shall remain responsible for the performance of its obligations hereunder
and Borrower shall continue to deal solely and directly with Bank in connection
with Bank's rights and obligations hereunder.


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                  Bank may furnish any information concerning Borrower in its
possession from time to time to prospective Participants, provided that Bank
shall require any such prospective Participant to agree in writing to maintain
the confidentiality of such information.

         (10) Right of Setoff. Borrower hereby grants to Bank, a continuing
lien, security interest and right of setoff as security for all liabilities and
obligations to Bank, whether now existing or hereafter arising, upon and against
its deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Bank or any entity under the
control of FleetBoston Financial Corporation, its successors and assigns or in
transit to any of them. At any time, without demand or notice (any such notice
being expressly waived by Borrower), Bank may set off the same or any part
thereof and apply the same to any liability or obligation of Borrower even
though unmatured and regardless of the adequacy of any other collateral securing
the Loans. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LINE LOANS, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO ANY DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
WAIVED.

         (11) Lost or Destroyed Documents. Upon receipt of an affidavit of an
officer of Bank as to the loss, theft, destruction or mutilation of the Note or
any other security or loan document which is not of public record, and, in the
case of any such loss, theft, destruction or mutilation, upon cancellation of
such Note or other security or loan document, Borrower will issue, in lieu
thereof, a replacement Note or other security or loan document in the same
principal amount thereof and otherwise of like tenor. The Bank agrees to
indemnify Borrower from liability in the event Borrower is required to make any
payment on account of any Note or other Loan Document replaced by the Borrower
at the Bank's request under this Section 9.

         (12) Bank Pledge. Bank may at any time pledge all or any portion of its
rights under the loan documents including any portion of this Note to any of the
twelve (12) Federal Reserve Banks organized under Section 4 of the Federal
Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement
thereof shall release Bank from its obligations under any of the loan documents.

         (13) Defaults. The occurrence of any of the following shall constitute
an "Event of Default" under this Note:

                  (a)      Failure by Borrower to make any payment within ten
                           (10) days of the date when due under this Note;

                  (b)      The occurrence and continuation beyond the applicable
                           space period, if any, of an event of default with
                           respect to any other indebtedness of Borrower to
                           Bank;


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                  (c)      Any representation or warranty contained in this
                           Note, any other loan document or in any certificate
                           delivered to Bank by Borrower shall have been
                           incorrect or false in any material respect as of the
                           date as to which the facts set forth were asserted;

                  (d)      If Borrower or NYSERNet shall file a voluntary
                           petition in bankruptcy or a voluntary petition
                           seeking reorganization or to effect a plan,
                           composition or other arrangement with creditors under
                           any federal or state law relating to bankruptcy,
                           insolvency or relief of debtors;

                  (e)      If Borrower or NYSERNet shall have filed against
                           either of them an involuntary petition in bankruptcy
                           or an involuntary petition seeking reorganization or
                           to effect a plan, composition or other arrangement
                           with creditors under any federal or state law
                           relating to bankruptcy, insolvency or relief of
                           debtors and such petition is not dismissed within
                           thirty (30) days of the date of filing;

                  (f)      The entry of a judgment against Borrower not fully
                           covered by insurance less normal deductibles, and the
                           failure to either satisfy or stay the enforcement of
                           such judgment, within fifteen (15) days of the date
                           of such entry;

                  (g)      The acceleration before stated maturity of any
                           indebtedness for borrowed money owed by Borrower
                           where the amount involved exceeds $10,000;

                  (h)      Failure by NYSERNet to maintain the "Required Value"
                           of the "Collateral" [as those quoted terms are
                           defined in the Pledge Security Agreement between
                           NYSERNet and the Bank dated even date herewith (the
                           "Pledge Security Agreement")] as required by the
                           terms of such Pledge Security Agreement;

                  (i)      Failure by Borrower to perform any of Borrower's
                           other obligations under this Note or the documents
                           securing amounts due under this Note within fifteen
                           (15) days after notice from the Bank.

         (14) Acceleration. Upon the occurrence of an Event of Default the then
unpaid amount of this Note, together with all accrued and unpaid interest, shall
be and become due and payable.

         (15) Late Fee/Default Interest Rate. Further and not in lieu of any
other remedy, (a) if the entire amount of any required principal and/or interest
payment is not paid in full within ten (10) days of the date the same is due,
Borrower shall pay to Bank a late fee equal to five percent (5%) of the required
payment, and (b) upon the occurrence of an Event of Default or after maturity or
after judgment has been rendered on this Note (whether or not Bank has
accelerated payment on this Note), the amount due under this Note shall
thereafter at the option of the Bank

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bear interest at a rate equal to four percent (4%) per annum in excess of the
rate of interest that would otherwise be applicable prior to such Event of
Default, and Borrower agrees to pay interest at such rate until all amounts due
under this Note are paid in full.

         (16) Financial Statements. Borrower shall maintain a system of
accounting in accordance with generally accepted accounting principles on a
basis consistently applied, permit representatives of the Bank to have access to
and to examine Borrower's properties, books and records at all reasonable times
on reasonable notice, and at no expense to the Bank, furnish to the Bank:

                  (a)      Within one hundred twenty (120) days of the end of
                           each of Borrower's fiscal years, Borrower's audited
                           financial statements for the then ended fiscal year,
                           and the annual operating budget for the next fiscal
                           year. Each such annual statement shall be accompanied
                           by an audit opinion by an independent certified
                           public accountant retained by Borrower and reasonably
                           satisfactory to the Bank and shall contain a balance
                           sheet and income statement together with comparative
                           figures for the prior year. Each such statement shall
                           fairly present the financial condition of Borrower
                           for the period covered.

                  (b)      Within one hundred twenty (120) days of Borrower's
                           fiscal year end, Borrower shall furnish to Bank a
                           copy of its annual 10K Report.

                  (c)      Such other financial information regarding Borrower
                           as the Bank may reasonably request.

                  Concurrent with delivery of each of the Borrower's financial
statements required above, Borrower shall provide to the Bank a copy of any
management letter delivered to the Borrower by the Borrower's independent
certified public accountants.

         (17) No Usury. All agreements between Borrower and Bank are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be paid to Bank for the use or the
forbearance of the indebtedness evidenced hereby exceed the maximum permissible
under applicable law. As used herein, the term "applicable law" shall mean the
law in effect as of the date hereof provided, however, that in the event there
is a change in the law which results in a higher permissible rate of interest,
then this Note shall be governed by such new law as of its effective date. In
this regard, it is expressly agreed that it is the intent of Borrower and in the
execution, delivery and acceptance of this Note to contract in strict compliance
with the laws of the State of New York from time to time in effect. If, under or
from any circumstances whatsoever, fulfillment of any provision hereof or of any
of the loan documents at the time of performance of such provision shall be due,
shall involve transcending the limit of such validity prescribed by applicable
law, then the obligation to be fulfilled shall automatically be reduced to the
limits of such validity, and if under or from circumstances whatsoever Bank
should ever receive as interest an amount which would exceed the highest lawful
rate, such amount which would be excessive interest shall be applied to the
reduction of

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the principal balance evidenced hereby and not to the payment of interest. This
provision shall control every other provision of all agreements between Borrower
and Bank.

         (18) Certain Waivers. Borrower expressly waives any presentment,
demand, protest or notice in connection with this Note, now or hereafter
required by applicable law.

         (19) Payment of Fees and Expense. Borrower shall pay on demand all
expenses of Bank in connection with the preparation, administration, default,
collection, waiver or amendment of loan terms, or in connection with Bank's
exercise, preservation or enforcement of any of its rights, remedies or options
hereunder, including, without limitation, fees of outside legal counsel or the
allocated costs of in-house legal counsel, accounting, consulting, brokerage or
other similar professional fees or expenses, and any fees or expenses associated
with travel or other costs relating to any appraisals or examinations conducted
in connection with the loan or any collateral therefor, and the amount of all
such expenses shall, until paid, bear interest at the rate applicable to
principal hereunder (including any default rate) and be an obligation secured by
any collateral.

         (20) New York Law. This Note and the rights and obligations of the
parties hereto shall be construed and interpreted in accordance with the laws of
the State of New York, exclusive of New York's conflicts of laws rules and
public policies.

         (21) Right to Sell a Portion of Loan to Prospective Participant. The
Bank shall have the unrestricted right at any time and from time to time and
without the consent of or notice to the Borrower to grant to one or more banks
or other financial institutions (each. a "Participant") participating interests
in any Loan evidenced by this Note. In the event of any such grant by the Bank
of a participating interest to a Participant, whether or not upon notice to the
Borrower, the Bank shall remain responsible for the performance of its
obligations hereunder and the Borrower shall continue to deal solely and
directly with the Bank in connection with the Bank's rights and obligations
hereunder. The Bank may furnish any information concerning the Borrower in its
possession from time to time to prospective participants, provided that the Bank
shall require any such prospective participant to agree in writing to maintain
the confidentiality of such information.

         (22) Business Purpose. Borrower represents that the proceeds of this
Note will be used for business or commercial purposes.

         (23) Interpretation. This Note is intended by the parties as the final,
complete and exclusive statement of the transactions evidenced by this Note. All
prior or contemporaneous promises, agreements and understandings, whether oral
or written, are deemed to be superceded by this Note, and no party is relying on
any promise, agreement or understanding not set forth in this Note. This Note
may not be amended or modified except by a written instrument describing such
amendment or modification executed by Borrower and Bank.


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         (24) Jury Waiver. BORROWER AND BANK (BY ACCEPTANCE OF THIS NOTE)
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT; COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF BANK RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE
LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BANK
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR BANK TO ACCEPT THIS NOTE AND MAKE THE LOAN.

         (25) Use of Proceeds. No portion of the proceeds of the Loan shall be
used, in whole or in part, for the purpose of purchasing or carrying any "margin
stock" as such term is defined in Regulation U of the Board of Governors of the
Federal Reserve System.

         (26) Amendments or Modifications. This Revolving Note Agreement may not
be amended, modified or supplemented without the express written consent of
NYSERNet.net, Inc.




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                                   APPLIEDTHEORY CORPORATION

                                   By: /s/ David A. Buckel
                                       -----------------------------------------
                                           DAVID A. BUCKEL
                                           Chief Financial Officer

                                   FLEET NATIONAL BANK

                                   By: /s/ David A. Kavney
                                       -----------------------------------------
                                           DAVID A. KAVNEY
                                           Vice President




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                      Exhibit A To Revolving Note Agreement

                                  DRAW REQUEST

TO:   FLEET NATIONAL BANK

Attn: ________________________________________________



         The Borrower, AppliedTheory Corporation, hereby requests a draw from
Fleet National Bank under the Revolving Note Agreement dated as of January 3,
2001.

         We wish to draw $____________at the following interest rate specified
in the Revolving Note Agreement:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

         Kindly confirm by fax to our fax number (   ) ________________________.


Dated: _______________________



                                   APPLIEDTHEORY CORPORATION



                                   By: _________________________________________
                                       David A. Buckel
                                       Chief Financial Officer