<PAGE>

                                     PSINET
                         YOUR INTERNET BUSINESS PARTNER

                                  DIAL ACCESS
                                   AGREEMENT

                                      FOR

                              FREEI NETWORKS INC.


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                             DIAL ACCESS AGREEMENT

This Agreement ("Agreement") entered into as of the Effective Date by and
between PSINet Inc., a New York Corporation ("PSINet"), and Freei Networks Inc.,
a Washington Corporation ("Freei.Net").

WHEREAS, PSINet is an internet service provider offering a wide range of
Services for businesses; and

WHEREAS, Freei.Net wishes to purchase Dial Access Services ("Service") from
PSINet for the purpose of making such Service available to its customers (each,
an "END-USER" and, collectively, the "END-USERS") under a private label.

NOW, THEREFORE, In consideration of the foregoing and of the mutual covenants
and promises set forth herein, the parties, intending to be legally bound,
hereby agree as follows:

1. DEFINITIONS

     1.1 AGREEMENT
     "Agreement" means this agreement and all attachments, schedules and/or
     exhibits thereto.

     1.2 DIAL ACCESS
     "Dial Access" means PSINet making available logical ports on access servers
     in its POPs, pursuant to its Dial Service and under the terms and
     conditions of this Agreement, to receive incoming analog calls from an
     END-USER to establish a TCP/IP connection between a single Host and the
     Network and the Internet.

     1.3 EFFECTIVE DATE
     "Effective Date" means the date on which this Agreement is signed by both
     parties, or by the last party to sign if the parties sign on different
     dates.

     1.4 END-USER
     "END-USER" means the individual using Dial Access Service as provided by
     Freei.Net.

     1.5 HOST
     "Host" means a computer with a network (or IP) address.

     1.6 NETWORK
     "Network" means the combination of PSINet operated equipment, servers,
     circuits, and other data transmission facilities comprising its TCP/IP
     wide-area network and which, together with other publicly-accessible TCP/IP
     networks, comprises the global internet.

     1.7 NET-ABUSE
     "Net-Abuse" shall mean any content, material, message, or data made
     available or transmitted through the Network, wherever it is sent from,
     viewed, received, or retrieved, that is in violation of (a) any local,
     state, federal, foreign, or international law, or (b) Freei.Net's network
     usage policies (as found on its web site).

     1.8 POP
     "POP" means a Network "point-of-presence" where PSINet data communications
     equipment and servers are located to provide END-USERS with access to the
     Network and the internet by means of the Services.

     1.9 RAMP PERIOD
     "Ramp Period" means the length of time from the Effective Date during which
     Freei.Net is committed to attaining the Net Monthly Revenue levels set
     forth in Schedule B.

     1.10 SERVICE AGREEMENT
     "Service Agreement" means a legally binding agreement between Freei.Net and
     an END-USER for Dial Access Service, subject to the applicable terms and
     conditions of this Agreement.

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     1.11 SERVICE
     "Service" means the Dial Access Internet services and any Option sold by
     PSINet to Freei.Net for its END-USERS.

2. SERVICE

     2.1 GENERAL
     Freei.Net shall purchase from PSINet, and PSINet shall sell to Free.Net for
     use by its END-USERS, Dial Access Service ("Service"), as described herein,
     at the prices described in Schedule B, attached hereto and incorporated
     herein by reference. Freei.Net commits to reach the Minimum Net Monthly
     Revenue levels in Schedule B through its total payments to PSINet for the
     Service (excluding taxes).

     2.2  DIAL ACCESS
     PSINet shall provide to Freei.Net, for use by its END-USERS, Dial Access
     through analog dialup telephone service, for the fees set forth in Schedule
     B. Each END-USER is solely and exclusively responsible for obtaining analog
     telephone service to place the data call to PSINet's POP, and for all
     changes relating to such service (unless Freei.Net assumes such obligations
     on behalf of its END-USERS). PSINet assumes no liability or responsibility
     to Freei.Net, END-USER or any third party for long distance toll charges
     incurred by Freei.Net, END-USER or any third party using the Service.

          2.2.1 PERFORMANCE
          PSINet's Network shall be available 99% during a given month,
          excluding scheduled maintenance, outages caused by third parties,
          Telco equipment failure, and other circumstances beyond the reasonable
          control of PSINet.

          2.2.2 Operational Requirements. PSINet shall provide 24 X7 X 365
          operational support, contacts, problem and escalation procedures. Such
          escalation operational support, contacts, and escalation procedures
          are to be used by Freei.net and not END-USERS.

          2.2.3 Freei.net Contacts. Freei.net provides the following contact
          names and phone numbers for engineering and network operations, and
          circuit provisioning administration, and will provide written notice
          to PSINet, if and whenever such names shall change, within five (5)
          business days of said change.

          Engineering Contact:
                    Gus Bourg
                              E-mail: gus@freei.net
                              Phone No.: 253-796-6500 X 1486
                              Cell No.: 206-423-8191
          Service Provisioning Management
                                   Steve Bourg
                                   E-mail: sbourg@freei.net
                                   Phone No.: 253-798-6555
                                   Cell No.: 206-423-8187
          Freei.net Service Contact:
                              Max Willaims
                              E-mail: max.williams@freei.net
                              Phone No.: 253-795-6505

          2.2.4 WARRANTY. PSINet hereby represents and warrants that:

          a. PSINet has all necessary rights, title, ownership interest,
          marketing rights and governmental approvals, permits or licenses, to
          provide the Services to Freei.net, except those which Freei.net as a
          user of Services or its End-Users are required to secure.

          2.2.8 PSINet shall provide to Freei.Net (for its END-USERS) Services
          that meet reasonable wholesale commercial standards, including, but
          not limited to, accessibility, latancy, packet loss, and throughput.
          PSINet shall keep and maintain its Network in good condition and
          repair. The Network shall be properly maintained, serviced and
          upgraded by PSINet as it, in its sole discretion, shall determine is
          necessary in order to provide connectivity to END-USERS. PSINet agrees
          to provide levels of service to Freei.Net that meet or exceed the
          levels of service it provides to its own end users or its other
          wholesale customers. Notwithstanding anything to the contrary in
          this Agreement, if an outage or other circumstance within PSINet's
          reasonable control precludes 50% of Freei.Net's END-USERS that
          attempt to access the PSINet Network from having access to the
          PSINet Network for four (4) continuous hours ("Service interruption")
          then in that event, an appropriate adjustment will be made in the Net
          Monthly Revenue commitment for that month. Thereafter the Net Monthly
          Revenue commitment will be as set forth in Schedule B. If

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          two or more Service interruptions occur in any one month, then in that
          event, Freei.Net may terminate this Agreement upon thirty (30) days
          prior notice to PSINet without any further liability (except for fees,
          charges and any applicable Net Monthly Revenue requirement accrued
          prior to such termination.)

          2.2.6 PSINet will provide Freei.net with reports including information
          on Services usage, System Outages and changes made to the PSINet
          System during that month. Each report will be published on PSINet's
          website in real time at www.isp.psl.net. The information shall include
          the following, provided that PSINet may revise the type of information
          provided to Freei.Net at its own discretion:

          Summary Data for the month:
          -    PSINet System uptime
          -    Number of PSINet System outages
          -    U.S. Connectivity Matrix
          -    Outages and issues
          -    Planned outages, upgrades and maintenance
          -    Specific System Outage Details Time of Outage
          -    Length of outage
          -    Affected areas
          -    Reason for outage
          -    Location
          -    Problem
          -    Estimated Time to Repair
          -    Status
          -    Ticket Number

          2.2.7 System Outage Recovery Procedures
     If a System Outage occurs,
     a.   Freei.net may contact the Technical Support staff at PSINet at (518)
          283-8860 (hit #1, then #3) to receive the information regarding the
          Outage or else utilize the ISP web site (www.isp.psl.net). During the
          time of the System Outage, Freei.Net may check the ISP web site to
          obtain updated status reports. whs-support@psi.com
     b.   Following recovery from the System Outage, PSINet will provide
          affected wholesale customers with a post-incident summary via the ISP
          web site that will include:
          -    Cause of the System Outage (if determined):
          -    Problem
          -    Cause
          -    Affects
          -    Status
          -    Start time
          -    Estimated Time to Repair
          -    Alternative number(s), if applicable
     c.   Upon notification of a problem with the PSINet system or the Services,
          PSINet will investigate the problem and determine if a System Outage
          exists, PSINet will promptly commence remedial activities and use
          commercially reasonable efforts to resolve the System Outage.

          2.2.8 WEB INTERFACE.

     Within sixty (60) days of the mutual execution of this agreement, PSINet
     shall provide a web interface which enables Freei.net to disconnect all End
     Users at any point during any session established by Freei.net's
     authentication. This interface may accept as input either 1) a radius
     session id and NAS IP address, or 2) an account name: but must accept at
     least one. The disconnect must be completed within 30 seconds of sending
     the HTTP response header. In the event PSINet is unable to provide the web
     interface referenced herein, within sixty (60) days Freei.net may terminate
     this agreement without penalty or termination charges, except for fees for
     Services utilized up to the date of termination.

          2.2.9 SHARED HUNT DEPLOYMENT. PSINet shall provide Freei.Net with
          additional hunt numbers that are shared by PSINet's other wholesale
          customers. The initial shared hunts are identified at Schedule D. The
          parties may, from time to time, update Schedule D. PSINet shall make
          the hunt numbers identified in Schedule D available to Freei.Net for
          use in the identified cities, provided that Freei.Net does not exceed
          the number of maximum hours allocated for each such city. If Freei.Net
          exceeds the maximum number of hours, (1) PSINet may after seven (7)
          days notice charge Freei.Net, an additional fee equal to 30% of the
          Dial Service Pricing multiplied by the total number of hours used
          during the given month for that particular hunt number; and (2) PSINet
          may, at its sole

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          discretion, after notice of a seven (7) day cure period, suspend
          Service to Freei.Net in any of the shared hunts set forth in the
          Implementation Schedule.

          Freei.Net acknowledges that the foregoing provisions are fair and
          reasonable, and are necessary for PSINet to maintain its existing
          Network capacity for its other wholesale customers.

               2.2.10 PORT PRODUCT. PSINet shall make commercially reasonable
          efforts to provide Freei.Net with a port service offering within
          one-hundred and twenty (120) days of the Effective Date. In the event
          Freei.net enters into an agreement to purchase port services from
          PSINet, the terms of this agreement shall be adjusted or terminated
          correspondingly.


     2.3 RADIUS PROXY.
     The parties will mutually cooperate as needed, for the provision by PSINet
     of a Radius Proxy service for Freei.Net, whereby PSINet will automatically
     forward Freei.Net customer identification information to Freei.Net for
     Freei.Net to authenticate for Network Access. Freei.Net shall also comply
     with the Net-Abuse procedures regarding such Radius Proxy service.

     Under the Radius Proxy service, PSINet will proxy authentication data based
     on a Freei.Net's unique prefix or legal domain name (realm). Further,
     Freei.Net represents that it owns or is legally authorized to provide
     Service for the domain name(s) nominated for use with Radius Proxy
     service. PSINet shall provide to Freei.net to complete radius accounting
     data in real time on a continuous basis.

     2.4 DEDICATED CONNECTIVITY
     PSINet will provide dedicated connectivity to Freei.Net consisting of one
     of more dedicated circuits between Freei.Net's equipment and PSINet's
     Network (as mutually agreed to by the parties). Such connectivity shall be
     used exclusively for the transmission of data between Freei.Net and PSINet
     as a result of this Agreement and shall not be utilized for any other type
     of data transmission between Freei.Net and any other third party. The
     applicable PSINet service fee for this dedicated connectivity shall be
     included in the Dial Service pricing. Freei.Net shall be responsible to
     PSINet for the applicable Telco circuit charges, as such charges are passed
     through by PSINet to Freei.Net on a monthly basis. The dedicated
     connectivity shall be provided during the term of this Agreement, and shall
     be immediately terminated upon suspension or termination of this Agreement,
     for any reason, or as a result of Freei.Net's misuse of such dedicated
     connectivity (meaning that Freei.Net is using the connection other than as
     provided for herein).

     2.5 LIMITS ON ORDERS.
     Freei.Net may order Dial Access on behalf of its present or future
     END-USERS and there shall be no limit on the number of END-USERS who may
     use the Network. Freei.Net acknowledges, however, that Network capacity
     cannot be guaranteed, therefore, PSINet may limit Freei.Net's requests to
     add additional hours because there is insufficient capacity on the Network
     or in the POP to provide Dial Access to the number of hours requested.

     2.6 ADDITION OF PSINET SERVICES.
     The parties may agree to include additional PSINet services under this
     Agreement from time to time. If so, such additional PSINet services shall
     be added only by a written modification in the form of an Agreement
     Amendment.

     2.7 LICENSE FOR SERVICES.

          2.7.1 GRANT OF LICENSE.
          Subject to the terms of this Agreement, PSINet hereby grants to
          Freei.Net a limited, non-exclusive, revocable license to, within the
          48 contiguous United States, market, distribute, and offer the Service
          directly to END-USERS under Freei.Net's private label.

          2.7.2 LIMITATIONS ON LICENSE.
          The grant of the foregoing license shall not entitle or in any way be
          construed to entitle Freei.Net to (a) use PSINet trademarks, trade
          names, copyrighted material, service marks and/or logos in connection
          with Freei.Net's sales, advertisements and promotion of the Services,
          except in materials provided (or approved prior to Freei.Net's use
          thereof) by PSINet; (b) distribute any Services in violation of any
          United States governmental export restriction; (c) sublicense or
          assign any of its rights under by this Agreement, except as may be
          expressly permitted by this Agreement; or (d) make any agreement or
          incur any liability for or on behalf of PSINet, except as may be
          expressly permitted by this Agreement.

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     2.8  REQUIRED TERMS IN SERVICE AGREEMENTS. Freei.Net's Service Agreement
     (acceptable use guidelines and terms and conditions) with its END-USERS
     is attached as Schedule A.  Any modification to this Service Agreement
     shall not impose any liability, obligation or commitment on the part of
     PSINet.

     2.9  EMERGENCY TERMINATION. In order for PSINet to disconnect an
     END-USER, Freei.Net must notify PSINet by e-mail, followed by telephone
     contact to PSINet for confirmation.  The current session of the
     specified END-USER will be then terminated within two (2) hours or less
     from the time of the telephone contact by Freei.Net.

     2.10 SECOND-LEVEL TECHNICAL SUPPORT. PSINet, through its staff or
     through a third party, shall provide directly to Freei.Net's designated
     technical contacts only (as identified by Freei.Net on a PSINet-provided
     form), at no additional charge, reasonable second-level technical
     support for the Services provided herein and for Network problems.
     However, under no circumstances shall PSINet provide any type of
     techincal support, customer service, or problem escalation support
     directly to END-USERS. Freei.Net shall not disclose to its END-USERS any
     of the contact information for PSINet's or the third party's staff
     provided to Freei.Net for its exclusive use.

     2.11 PSINET POPS. PSINet may change location of an existing POP, an/or
     change the means for accessing such POP (i.e., access numbers) as it, in
     its sole discretion, deems appropriate. In the event PSINet deems it
     necessary to decommission an existing POP, PSINet shall provide
     Freei.Net with thirty (30) days written notice thereof, and provide
     reasonable assistance to facilltate the transfer of END-USERS to an
     alternative POP, in case of closure of a POP, PSINet shall provide
     Freei.Net with ninety (90) days prior written notice, unless PSINet
     provides Freei.Net with an alternative POP that provides similar
     coverage.

3.   FREEI.NET'S OBLIGATIONS.

     3.1 TECHINCAL SUPPORT, CUSTOMER SERVICE, AND PROBLEM ESCALATION SUPPORT.
     Freei.Net shall be exclusively responsible for all technical support,
     customer service, and problem escalation support for its END-USERS.
     Under no circumstances shall Freei.Net refer END-USER phone calls,
     e-mail, or other communications to any PSINet or third party staff. All
     communications by Freei.Net relating to END-USER problems or concerns
     shall be made directly and exclusively between PSINet (or its designated
     third party) and Freei.Net's designated technical contacts.

     3.2  END-USER BILLING. Freei.Net shall be responsible for all pricing
     and service plans, billing and collections with respect to END-USERS. If
     END-USER is charged by Freei.Net for Dial Access Service, and will be
     Freei.Net solely responsible for establishing and collecting END-USER
     fees for Service sold to END-USERS and for preparing and mailing
     invoices to END-USERS.  Freei.Net is responsible for payment of all
     PSINet charges, pursuant to Section 6 hereof, regardless of whether
     Freei.Net is paid by its END-USERS, advertisers or any other entity.

     3.3  LIMITATION ON WARRANTIES AND REPRESENTATIONS. Neither Freei.Net nor
     its agents shall offer warranties or representations for the Service
     which would obligate or otherwise bind PSINet beyond any warranty or
     representation expressly set forth in this Agreement, or make any other
     warranties, promises or representations with respect the Service or the
     Network, to any END-USER, prospective END-USER, or any other person or
     entity.

     3.4  COMPLIANCE WITH NET-ABUSE POLICY

          3.4.1  COMPLIANCE WITH NET-ABUSE POLICY.  Freei.Net agrees and
          acknowledges that PSINet requires, without exception, that every
          party utilizing the Network comply with PSINet's Net-Abuse Policy,
          or that any wholesale entity have its own acceptable use policy
          consistent with PSINet's Net-Abuse Policy (http://www.psinet.com).
          Freei.Net represents its network usage policies are substantially
          consistent with PSINet's Net-Abuse Policy, so that any content,
          material, message, or data made available or transmitted through
          the Network, wherever it is sent from, viewed, received, or
          retrieved, that is in violation of (a) any local, state, federal,
          or international law or (b) Freei.Net's Acceptable Use Guidelines
          (as found on its web site) will be prohibited by Freei.Net and
          Freei.Net will take appropriate action, as outlined below.

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                  PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION

         3.4.2. ACTION UPON VIOLATION. In the event of violation of Section
         3.4.1 by any Freei.Net END-USER, or any other users of Freei.Net's
         connection to PSINet, Freei.Net agrees, upon receiving an e-mail report
         or a telephone contact specifying the particular circumstances which
         violates section 3.4.1 from PSINet, to immediately, but not later than
         4 hours, investigate the complaint, and to 1) suspend or terminate
         the access used to commit the violation, if the investigation warrants,
         or 2) not take action if the complaint is unfounded. Freei.Net will
         provide PSINet with an e-mail report describing the action and
         rationale within 24 hours of beginning Investigation. The parties agree
         to cooperate fully in this process, to include periodic telephone or
         e-mail discussions between their respective Net Abuse teams, and to
         develop specific procedures between the teams.

         3.4.3. NET ABUSE CONTACT TEAM. Freei.Net represents that the following
         individuals will serve as its Net Abuse contacts, and will be available
         on a 24 hour, 7 day basis to receive complaints from PSINet, and to
         coordinate the above procedures. These individual are:

<TABLE>

<S>                                <C>                           <C>                      <C>

Name:   Jolene Smith               Ph: 253-796-5500 ext. 1367     Pager: cell 253-671-4777 E-Mail:  jolene@freei.net
Name:   Steve Bourg                Ph: 253-796-6500 ext. 1429     Pager: cell 205-423-8187 E-Mail:  abourg@freei.net
Name:   Michelle Proper            Ph: 253-796-6500 ext. 1332     Pager: N/A               E-Mail:  proper@freei.net

PSINet's Net Abuse contacts are:
Name:   Jim Murray, Manager        Ph:(518)283-8860 x2816        Pager:1-800-920-4366     E-Mail:   murrayj@psi.com
Name:   Jennifer Munger            Ph:(518)283-8860 x2866        Pager: None              E-Mail:   netabuse@psi.com
Name:   Tim Stowell                Ph:(518)283-8860 x2834        Pager: None              E-Mail:   netabuse@psi.com
Name:   Carrie McLaughlin (PT)     Ph:(518)283-8860 x2822        Pager: None              E-Mail:   netabuse@psi.com

</TABLE>

3.5  USE OF SERVICE.

         3.5.1 MONTHLY REVIEW MEETING.
         The parties agree to discuss on a monthly basis, either by
         in-person or by telephone, email or letter, the present and
         proposed allocation of users on the Network. The PSINet National
         Account Manager for Freei.Net shall set up such sessions.

         3.5.2 PREDOMINANT USE OF TIER 1/TIER 2 CITIES.
         Freei.Net acknowledges that the Dial Service Pricing set forth in
         Schedule B is based on certain assumptions made by PSINet. An important
         assumption is the predominant use of the Network in Tier 1 and Tier 2
         cities (as such cities are identified by PSINet in Schedule c.).
         Therefore, Freei.Net shall undertake all commercially reasonable
         efforts to maintain no less than 60% of the Dial Access Service in
         such Tier 1 and Tier 2 cities. PSINet reserves the right to audit use
         of the Service, by reviewing generic service reports, and shall provide
         notice of such non-compliance by Freei.Net to the foregoing Tier 1 and
         Tier 2 usage. If PSINet identifies that Freei.Net has been
         non-compliant over two consecutive months ("Period"), PSINet reserves
         the right to increase the Dial Access Pricing of the affected cities
         in a sum not to exceed 15% of the current pricing.

         3.5.3 NOTICE OF MATERIAL CHANGE IN NETWORK USAGE.
         In addition, Freei.Net agrees that it shall provide PSINet with 60 days
         advance, written notice for any POP location where Freei.Net will
         dramatically decrease the number of hours on the Network, Freei.Net
         agrees not to remove in each month, during such notice period, more
         than one-third of the estimated decrease at the time such notice is
         given.

         3.5.4 LIMITED DISCLOSURE OF PSINET DIAL ACCESS NUMBERS. Freei.Net
         agrees not to publish or otherwise disclose any PSINet Dial Access
         phone numbers that are not specifically provided by PSINet to
         Freei.Net for use under this Agreement.

         3.5.5 FORECAST.

         Freei.Net shall provide to PSINet, on a monthly basis in conjunction
         with the Monthly Account Review, a six-month rolling forecast of the
         number of END-USERS expected to purchase each type of Service and the
         POPs to which they are expected to connect. Freei.Net acknowledges that
         Network capacity can only be planned with such forecasts, therefore
         Freei.Net agrees to provide realistic forecasts as provided above.

4. PAYMENT

         4.1 PAYMENT TERMS.

         Subject to Section 4.5, below PSINet shall invoice Freei.Net monthly,
         in arrears, for all fees for Service under this Agreement. In every
         case, Freei.Net agrees to pay for all Service utilized by Freei.Net.
         All invoices will be payable within thirty (30) days of date of invoice
         (the "Due Date").

PSINET - FREEI.NET - DIAL ACCESS AGREEMENT

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                 PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION

    4.2  LATE PAYMENT CHARGES.
    Delinquent payments are subject to a late payment charge accruing from the
    Due Date at the rate of prime plus one and one-half percent (1.5%) per
    month, or portion thereof, of the amount due (but not to exceed the
    maximum lawful rate).

    4.3  CONSEQUENCES OF NON-PAYMENT.
    In the event Freei.Net does not remit payment for Undisputed Charges
    (defined as all charges invoiced to Freei.Net except for any specified
    amounts which Freei.Net disputes in good faith, with reference to specific
    provisions of this Agreement, and with supporting factual documentation)
    within five (5) days after written notification to Freei.net, PSINet may,
    at its option immediately suspend Service to Freei.Net and/or END-USERS,
    and/or charge applicable late-payment fees pursuant to Section 4.2; or as
    an alternative to such suspension, and at its sole option, PSINet may
    terminate this Agreement for material breach under the provisions of
    Section 5.3.2. In the event PSINet chooses not to exercise its option to
    terminate. PSINet shall resume providing Service as soon as is reasonably
    practicable upon receipt of such payment, and in such event Freei.Net
    shall pay PSINet a reasonable reconnection fee, which shall be invoiced
    and paid in accordance with this Section.

    4.4  TAXES.
    All charges to Freei.Net hereunder are exclusive of federal, state, local
    and foreign sales, use, excise, utility, gross receipts and value added
    (VAT) taxes and other similar tax-like charges, including tax-related
    surcharges or applicable tariffs, which, if required by law to be paid
    Freei.Net agrees to pay such charges and/or taxes. In the event that
    Freei.Net provides PSINet with a duly authorized exemption certificate,
    PSINet agrees to exempt Freei.Net in accordance with the law, effective
    on the date the exemption certificate is received by PSINet.

5.  TERM AND TERMINATION.

    5.1  TERM.
    The term of this Agreement shall be fifteen (15) months beginning on the
    Effective Date of this agreement. The parties agree to meet no later than
    ninety (90) days prior to the end of the initial term to discuss possible
    renewal of this Agreement. If mutually agreed to by the parties, the
    parties will enter into an Agreement through a written addendum to this
    Agreement.

    5.3 TERMINATION.

        5.3.1  BY EITHER PARTY.
        Subject to Section 5.3.2, either party may terminate this Agreement
        (a) If the other party has materially breached this Agreement and has
        failed to cure such breach within thirty (30) days after the
        non-breaching party has given written notice clearly specifying such
        breach, or (b) without cause, at anytime after the initial term, by
        providing the other party with ninety (90) days prior written notice.

        5.3.2  BY PSINet.
        PSINet may terminate this agreement, with written notice to Freei.Net
        but without the cure period specified in Section 5.3.1, upon (a)
        breach by Freei.Net of its payment obligations, pursuant to the
        procedures set forth in Section 4.3, or (b) violation by Freei.Net of
        Section 3.4, pursuant to the procedures set forth in Section 5.3.2.1,
        below, but without the cure period only if, in PSINet's sole good
        faith judgment, delaying termination during such cure period will
        cause substantial injury to PSINet or to the Network.

        5.3.2.1  NET ABUSE TERMINATION PROCEDURES.
        If a violation of Section 3.4.1 by either Freei.Net or any of
        Freei.Net END-USER's results in: 1) PSINet being placed at risk of
        substantial or irreparable harm (including but not limited to civil
        or criminal liability) If immediate action is not taken, or 2)
        Freei.Net repeatedly fails to act promptly following PSINet notice to
        suspend or terminate such access, or 3) Freei.Net permits the
        re-enablement of a Freei.Net END-USER'S access (through the same or a
        different account) after two or more notices by PSINet of specific
        violation of Section 3.4.1, then PSINet may take action immediately
        to suspend Freei.Net's entire access to the Network, and reserves the
        right to terminate this Agreement by issuing a three (3) day net
        abuse termination notice to Freei.net. In the event Freei.net fails
        to take action to remedy the situation to the satisfaction of PSInet,
        Freei.net may be declared in material default of this agreement and
        PSINet may pursue all remedies pursuant to paragraph 4.3 of
        this Agreement.

                                     8 of 22


<PAGE>

                   PSINET PROPRIETY AND CONFIDENTIAL INFORMATION

6.  LIMITATION OF WARRANTIES & LIABILITY.

    6.1  LIMITATION OF WARRANTIES.
    EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, PSINet DOES NOT WARRANT
    ANY CONNECTION TO, TRANSMISSION OVER, NOR RESULTS OF USE OF, ANY NETWORK
    CONNECTION, SERVICE, EQUIPMENT OR FACILITIES PROVIDED UNDER THIS
    AGREEMENT. PSINet FURTHER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
    IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
    WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
    NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, EXCEPT AS SPECIFICALLY PROVIDED
    HEREIN, AND SUBJECT TO THE LIMITATION SET FORTH IN SECTION 6.2, PSINet
    SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY
    Freei.Net OR ANY THIRD PARTY, EXCEPT FOR THOSE CAUSED BY PSINet's GROSS
    NEGLIGENCE OR WILLFUL MISCONDUCT.

    Freei.Net ACKNOWLEDGES THAT ITS END-USERS MAY PERIODICALLY NOT BE ABLE TO
    ACCESS THE NETWORK. PSINet WILL TAKE COMMERCIALLY REASONABLE MEASURES TO
    MINIMIZE SUCH INABILITY TO ACCESS THE NETWORK IF WITHIN PSINet's
    REASONABLE CONTROL, HOWEVER, PSINet DOES NOT WARRANT OR REPRESENT THAT
    EACH AND EVERY END-USER WILL BE ABLE TO ACCESS THE NETWORK ON EVERY
    LOG-IN ATTEMPT.

    6.2 LIMITATION OF LIABILITIES.
    EXCEPT FOR Freei.Net's PAYMENT OBLIGATIONS, OR THE PARTIES' RESPECTIVE
    INDEMNIFICATION OBLIGATIONS, NEITHER PARTY (TO INCLUDE ITS PARENT COMPANY
    IF ANY), SHALL BE LIABLE TO THE OTHER FOR ANY LOSS, DAMAGE, LIABILITY,
    CLAIM OR EXPENSE ("CLAIMS") ARISING OUT OF OR IN RELATION TO THIS
    AGREEMENT OR THE PROVISION OF ANY SOFTWARE, HARDWARE OR SERVICE HOWEVER
    CAUSED, WHETHER GROUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
    THEORY OF STRICT LIABILITY, GREATER THAN THE SUM TOTAL OF Freei.Net's
    PAYMENTS TO PSINet DURING THE (6) MONTHS IMMEDIATELY PRECEDING THE EVENT
    FOR WHICH DAMAGES ARE CLAIMED. EXCEPT FOR THE PARTIES' RESPECTIVE
    INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
    ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER CONSEQUENTIAL
    DAMAGES WHETHER OR NOT FORSEEABLE (INCLUDING, WITHOUT LIMITATION, DAMAGES
    FOR THE LOSS OF DATA, GOODWILL OR PROFITS) ARISING OUT OF OR IN RELATION
    TO THIS AGREEMENT EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH
    LIABILITY. NO ACTION OR PROCEEDING AGAINST EITHER PARTY MAY BE COMMENCED
    MORE THAN TWO YEARS AFTER THE SERVICES GIVING RISE TO THE CLAIM ARE
    RENDERED. SECTIONS 6.1 AND 6.2 SHALL SURVIVE FAILURE OF AN EXCLUSIVE
    REMEDY.

7.  PROPRIETARY RIGHTS

    7.1 OWNERSHIP OF PROPRIETARY DATA.
    Except for the limited license specifically granted to Freei.Net as set
    forth in Section 2.7, PSINet shall at all times retain full and exclusive
    right, title, and ownership interest in and to the Service, the Network,
    all its names, logos, trade names, trademarks, copyrights, service marks
    and any and all other intellectual property or trade secret rights
    related thereto, and Freei.Net shall at all times retain full and
    exclusive right, title, and ownership interest in and to its service, all
    its names, logos, trade names, trademarks, copyrights, and service marks
    and any and all other intellectual property or trade secret rights
    related thereto. Neither Party may use any patent, copyrightable
    material, trademark, trade name, trade secret or other intellectual
    property right of the other Party except in accordance with the terms of
    the license provision contained herein.

    7.2 NOTICE REQUIREMENT.
    Freei.Net shall place a notice on all materials using PSINet copyrighted
    materials, trademarks or service marks (including without limitation
    Service Agreements), as follows:

     "-copyright- 199_, Licensed to [Freei.Net] along with applicable
     trademarks and intellectual property. All Rights Reserved."

    7.3  INFRINGEMENT OR PROPRIETARY RIGHTS.
    Either party shall notify the other of any action by any third party
    known or suspected by the other to constitute an infringement of either
    parties proprietary rights. Either party shall honor all reasonable
    requests by the other party, other than engaging as a party of
    litigation, to perfect and protect any rights in the Services, the
    Network or Intellectual property or trade secret rights of the other.

PSINet - Freei.Net - DIAL ACCESS AGREEMENT


                                    9 of 22


<PAGE>


                PSINET PROPRIETARY AND CONFIDENTIAL INFORMATION

8.   INDEMNITY PROVISIONS.

     8.1  BY PSINET.
     PSINet will defend, indemnify and hold Freei.Net harmless from and against
     any losses arising out of any claim by an END-USER which is based on any
     warranty, promise or representation made by Freei.Net under this Agreement
     relating to PSINet's obligations to provide the Service, except as related
     to the local call information provided under Section 2.2.2. Failure by
     Freei.Net to include in its Service Agreements with END-USERS the
     provisions required by this Agreement shall relieve PSINet from the
     responsibilities set forth in this Section 8.1.

     8.2  BY FREEI.NET
     Freei.Net will defend, indemnify and hold PSINet harmless from and against
     all claims, complaints, losses, costs and expenses asserted by third
     parties to the extent they arise out of or in connection with (a)
     Freei.Net's breach of or default of any covenant or provision of this
     Agreement, or (b) any negligent or willful act or omission or violation of
     Section 3.4 by Freei.Net or any of its END-USERS, or their respective
     directors, officers, owners, employees or agents.

     8.3  DEFENSE OBLIGATIONS.
     The indemnifying party under Section 8.1 or 8.2, above, shall assume the
     defense of any claim qualifying for indemnification with counsel reasonably
     satisfactory to the other party, and the other party shall cooperate to the
     extent reasonably requested by the indemnifying party. The other party may
     employ its own counsel in any such case, and shall pay such counsel's fees
     and expenses. The indemnifying party shall have the right to settle any
     claim for which indemnification is available; provided, however, that to
     the extent that such settlement requires the other party to take or retrain
     from taking any action or purports to obligate the other party, then the
     indemnifying party shall not settle such claim without the prior written
     consent of the other party, which consent shall not be unreasonably
     withheld, conditioned or delayed.

9.   NONDISCLOSURE.

     9.1  NONDISCLOSURE AGREEMENT.
     The Bliateral Nondisclosure Agreement (NDA) signed by the parties and dated
     5/19/99, 1999 is hereby Incorporated hereto. The terms and conditions of
     the NDA which are Incorporated herein by reference in their entirety, shall
     govern the exchange of all confidential information between the parties,
     including all such exchanges which have taken place prior to the execution
     of this Agreement (without regard to whether information has been expressly
     marked or otherwise designated as confidential or proprietary), and shall
     continue to bind PSINet and Freei.Net and thus survive termination of this
     Agreement.

     9.2  PRICING DISCLOSURE
     Freei.Net shall not disclose the pricing set forth in Schedule B to any
     third party, without PSINet's prior written consent. PSINet reserves the
     right to terminate this Agreement or pursue any other available legal
     remedies, upon such notice of such disclosure.

     9.3  LIMITATION ON DISCLOSURES.

     Neither party shall use the other party's name, trademark, service mark or
     any other identifying symbols, directly or indirectly, in any advertising,
     new release, web page, or any other professional or trade publication, and,
     except as may be required by law, neither party shall make any press
     release, public announcement, or any other disclosure concerning this
     Agreement, without PSINet's prior written consent.

10.  DISPUTE RESOLUTION.
Any disagreement or dispute between the parties shall, if not promptly resolved
by mutual agreement, be reduced to writing and submitted to the executive
officers or each party designated to handle such disputes. Within 30 days of the
submittal, the executive officers may, upon mutual agreement, meet to resolve
the dispute and to hear any arguments that a party wishes to make in connection
therewith. If the executive officers reach agreement on the disposition of the
dispute, they shall promptly issue their joint written decision resolving the
dispute. Any dispute so dealt with shall be considered conclusively and finally
decided shall not be the subject of any litigation. Any dispute, which such
executive officers are unable to promptly decide, may be taken by the aggrieved
party to litigation in the appropriate forum.

PSINET - FREEI.NET-DIAL ACCESS AGREEMENT


                                    10 of 22

<PAGE>

                PSINET PROPRIETARY AND CONFIDENTIAL INFORMATION

11.  GENERAL TERMS.

         11.1 INDEPENDENT CONTRACTORS.

         The Parties hereto are acting as independent contractors and under no
         circumstances shall any of the employees of one party be deemed the
         employees of the other for any purpose. Except as otherwise expressly
         provided in this one party be deemed the employees of the other for any
         purpose. Except as otherwise expressly provided in this Agreement, this
         Agreement does not constitute either party as the agent or legal
         representative of the other party and does not create a partnership or
         joint venture between the parties. Except as otherwise expressly
         provided in this Agreement, neither party shall have any authority to
         act for the other party or to contract for or bind the other party in
         any manner whatsoever. This Agreement confers no rights of any kind
         upon any third party.

         11.2 FORCE MAJEURE.

        a. Neither party shall be deemed in default of this Agreement or liable
           to the other party to the extent that any delay or failure in
           performance of its obligations results, without its fault or
           negligence, from any cause beyond its reasonable control, such as
           acts of God, acts of civil or military authority, criminal activity,
           embargoes, epidemics, wars, riots insurrections, fires, explosions,
           earthquakes, floods, unusually severe weather conditions or strikes.
           In the event of any such excused delay, the time for performance
           shall be affected by such delay without any termination charges or
           other charges.

        b. If any such excused delay results in a delay in the performance of
           all or part of a party's obligations for more than thirty (30) days,
           the other party may, by written notice given to the party whose
           performance is delayed, terminate all or part of those service which
           may be affected by such delay without any termination charges or
           other charges.

         11.3 DELAYS OR OMISSIONS.

         No delay or omission to exercise any right, power or remedy accruing to
         a party under this Agreement shall impair any such right, power or
         remedy of such party nor shall it be construed to be a waiver of any
         such breach or default, or an acquiescence therein, or of any similar
         breach or default thereafter occurring; nor shall any waiver of any
         single breach or default be deemed a waiver of any other breach or
         default theretofore or thereafter occurring. Any waiver, permit,
         consent or approval of any kind or character on the part of either
         party of any breach or default under this Agreement, or any waiver on
         the part of either party of any provisions or conditions of this
         Agreement, must be made in writing and shall be effective only to the
         extent specifically set forth in such writing. All remedies, either
         under this Agreement or by law or otherwise afforded to a party, shall
         be cumulative and not alternative.

         11.4 BINDING AGREEMENT.

         This agreement shall be binding upon and shall inure to the benefit of
         the parties hereto and their respective successors and assigns as
         permitted hereunder. No person or entity other than the parties hereto
         is or shall be entitled to bring any action to enforce any provision of
         this Agreement against either of the parties hereto, and the convenants
         and agreements set forth in this Agreement shall be solely for the
         benefit of, and shall be enforceable only by, the parties hereto or
         their respective successors and assigns as permitted hereunder.

         11.5 NOTICES

         All notices and other communications required or permitted hereunder
         shall be in writing and shall be mailed by certified or registered mail
         (return receipt requested), overnight express air courier, charges
         prepaid, or facsimile addressed as follows:

<TABLE>
<CAPTION>

To Freeinetworks Inc:                                  with a copy to:

<S>                                                    <C>
Freeinetworks Inc.                                     Attn: Gregory Cavagnaro, General Counsel
909 South 336th Street E, Suite 110                    401 Second Avenue South, Suite 700
Federal Way, WA  98003                                 Seattle, WA  98104
Attn:  Robert (Bob) McCausland, President/CEO

Phone: 253-796-8500  Fax: 253-661-3431                 Phone:  253-443-0800     Fax: 253-682-5556

</TABLE>


<TABLE>
<CAPTION>
To PSINet:                                             with a copy to:

<S>                                                    <C>
PSINet Inc.                                            PSINet Inc.
510 Huntmar Park Drive                                 510 Huntmar Park Drive
Herndon, Virginia 20170                                Herndon, Virginia 20170
Facsimile:  703-397-5318                               Facsimile:  703-904-4200
Attn:  John Kraft, President                           Attn:  David N. Kunkel, General Counsel

</TABLE>


PSINET - FREEI. - DIAL ACCESS AGREEMENT

                                    11 of 22

<PAGE>

or to such other address as either party shall have furnished to the other in
writing:

If a notice is given by either party by certified or registered mail, it will
be deemed received by the other party on the third business day following the
date on which it is deposited for mailing. If a notice is given by either
party by overnight air express courier, it will be deemed received by the
other party on the next business day following the date on which it is
provided to the air express courier. If a notice is given by facsimile, it
will be deemed received by the other party after confirmation of receipt.
Notwithstanding the foregoing, any payments made under this Agreement shall
be deemed received only when actually received.

     11.6 COMPLIANCE WITH LAW.

     Both parties are responsible for complying with all applicable rules,
     regulations, statutes, codes, ordinances and other requirements, whether
     federal, state, local, foreign, or international, in connection with the
     matters contemplated by this Agreement.

     11.7 ASSIGNMENT.

     Freei.Net's rights under this Agreement are non-transferable, and may not
     be assigned or sub-licensed without the prior written authorization of
     PSINet whose shall not be unreasonably withheld.

     11.8 NO THIRD PARTY BENEFICIARIES.

     No provision to this Agreement is intended, nor shall any be
     interpreted, to provide or create any third party beneficiary rights or
     any other rights of any kind in any affiliate, shareholder, partner of
     any party hereto or any other third party; including any END-USER,
     unless specifically provided otherwise herein, and except as so
     provided, all provisions hereof, shall be personal solely between the
     parties to this Agreement.

     11.9 EXPORT CONTROLS.

     Freei.Net agrees and acknowledges that any export of the Services and
     the subsequent use thereof is subject to U.S. export control laws and
     regulations. Freei.Net shall not directly or indirectly transfer the
     Services, or the documentation relating thereto, to any country or
     location outside of the United States without obtaining the prior
     written consent of PSINet.

     11.10 SEVERABILITY.

     In case any provision of this Agreement shall be invalid, illegal or
     unenforceable, such provision shall be construed so as to render it
     enforceable and effective to the maximum extent possible in order to
     effectuate the intention of this Agreement, and the validity, legality
     and enforceability of the remaining provisions hereof shall not in any
     way be affected or impaired thereby.

     11.11 ORDER OF PRECEDENCE.

     In the event of any conflict or inconsistency between this Agreement and
     any attachments, schedules, or exhibits, the provisions of the Agreement
     shall control.

     11.12 TITLES AND SUBTITLES.

     The titles of any sections or provisions of this Agreement are for
     convenience of reference only and are not to be considered in construing
     this Agreement.

     11.13 GOVERNING LAW.

     This Agreement and any issues arising out of or in relation thereto
     shall be governed by the law of the State of Michigan applicable to
     contracts to be performed wholly within that state.

     11.14 ENTIRE AGREEMENT/AMENDMENTS.

     This Agreement and the attachments, schedules and exhibits incorporated
     herein by reference constitute the entire understanding and agreement
     between the parties with regard to the subjects hereof and supersede all
     prior oral and written agreements, commitments and understanding with
     respect to such matters. Neither this Agreement nor any term hereof may
     be amended, waived, discharged or terminated, except by a written
     instrument signed by the parties hereto.

     11.15 COUNTERPARTS.

     This Agreement may be executed simultaneously in two or more
     counterparts, each counterpart shall be deemed to be an original, and
     all counterparts individually or together shall constitute one and the
     same instrument.

                                     12 of 22

<PAGE>

EACH PARTY REPRESENTS AND WARRANTS THAT THE PERSON WHOSE SIGNATURE APPEARS
BELOW IS DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PARTY.


IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT AS OF THE
DATE SET FORTH:


FREE NETWORKS INC.                              PSINET INC.

By: /s/ Bob McCausland                          BY: /s/ John Kraft
  ----------------------                           ----------------------------

Name: Bob McCausland                            Name: John Kraft

Title: President, CEO                           Title: President, PSINET INC,
                                                       Northeast Region

Date: 10-14-99                                  Date: 10-18-99
    ---------------------                            --------------------------


ATTACHMENTS

SCHEDULE A - CERTAIN TERMS AND CONDITIONS DEFINING THE SERVICES

SCHEDULE B - PRICING SCHEDULE

SCHEDULE C - IDENTIFICATION OF TIERED CITIES

SCHEDULE D - SHARED HUNT DEPLOYMENT












                                      13 of 22

<PAGE>

              PSINET PROPRIETARY AND CONFIDENTIAL INFORMATION

                                SCHEDULE A

                   FREEI.NET END-USER SERVICE AGREEMENT

1.Freei.Net will execute Service Agreements(In whatever form or mechanism
determined by Freei.Net). between Itself and its END-USERS, which shall
contain the terms and conditions set forth below:


                         [to be provided by Freei.Net]
















                                   14 of 22

<PAGE>

Freei.Net System User Agreement

Freei Networks, Inc. (hereinafter referred to "Freei.net") services may be
used for lawful purposes only. ECPA NOTICE: Freei.net reserves the right to
monitor any and all communications through or with Freei.net facilities. Each
user agrees that Freei.net is not considered a secure communications medium
for the purposes of the ECPA and that no expectation of privacy is afforded.

Freei.net may choose to cease providing service to any person(s) or
organization(s) at its sole discretion. No notice will be required to be
given of such action.

Transmission of or solicitation for reception of any material which violates
any US Federal law(s), any state law(s); any city legal code(s) or
ordinance(s) or any of the laws governing the locality where the user resides
is prohibited. This includes material which is legally obscene, threatening,
libelous or violates any provision of intellectual-property law method
material which would be illegal to distribute to any person of any age within
the boundaries of the United States of America--including, but not limited to,
adult materials. Freei.net is not responsible for any materials viewed over
the internet. The user agrees to indemnify, hold harmless and defend
Freei.net from any legal action, which results from their use of the
Internet, without limitation.

The Service provides access to many areas of the Internet, including the
World Wide Web, Usenet discussion groups and IRC (Internet relay chat)
channels. Some of these areas may contain text, graphics and other materials
and content intended for adult audiences. By accepting this Agreement, you
certify that you are at least eighteen (18) years of age. If you are the
parent or legal guardian of a minor, you may authorize the minor's use of
Freei.net's service and you hereby agree to assume any and all liabilities
resulting from the minor's use of the Service. Freei.net believes that
children should get their parents' consent before giving out any information.
Freei.net encourages parents to participate in their children's Internet
experience.

The transmission of unsolicited advertising through electronic mail and
Usenet postings to inappropriate groups is explicitly prohibited. Each user
agrees to respect the Copyright of all data items on the Internet. Freei.net
is not responsible for the contents of the user's mailbox, any personal
storage, or other materials in their account(s) at the time of termination of
services--regardless of the cause of termination. Freei.net does not provide
mail or web page forwarding at termination.

Freei.net may wish to verify the accuracy of the information you submit in
connection with your registration for the Service (including, without
limitation, performing cross tabulations with external databases) and you
hereby consent to Freei.net's verification of such information.

Each user agrees that the security of their account(s), including data
stored, transmitted and received through it, is their sole responsibility.
Each user further agrees that if they believe their account security has been
compromised in any way, to notify Freei.net immediately via telephone and a
written notification.


<PAGE>

Each user agrees that they are responsible for any and all use made of their
account(s) until they so notify Freei.net in the event of an Intrusion.
Freei.net does not guarantee the safety and security of any transmission(s).
Freei.net retains any and all access to any and all service(s) or location(s)
attached to the internet and its discretion.

Material passed via Freei.net to or from other networks must comply with the
other networks rules and regulations. Each user agrees that Freei.net has the
right to cooperate in any investigation which is requested by parties
alleging that a user may have violated any law which is enforceable in that
user's jurisdiction and/or in Freei.net's jurisdiction--this also includes
any provision of this agreement. Each user agrees that Freei.net has the
right to turn over any evidence of illegal activity that Freei.net may
discover in the course of any investigation requested by an outside party, or
discovered in the routine operation and maintenance of the Freei.net
services and network components to the appropriate authorities. Freei.net may
be required by law to disclose and release any information it may have to any
officials of the law. This includes all federal, state, and local
jurisdictions. Each user agrees and understands that the disclosure of such
information will be upon presentation of a valid order of a court or
government entity. Each user agrees and understands that Freei.net's
judgement as to the validity of any court order or subpoena is considered
proper and final. Each user further agrees that Freei.net may make copies of
the user's material for the use of those authorities in their investigation,
if requested for the purpose of preservation of evidence.

User is responsible for obtaining, at user's own expense, all input/output
devices to access the Service (such as modems, terminal equipment, computer
equipment and software) and communications services (including, without
limitation, long distance or local telephone services). User is responsible
for protecting the secrecy of their login identification, password, file
name(s), and any security lock code that they use to protect access to their
data. The Service is for personal use of registered members only and may not be
resold, used for sale, exchange, barter, or otherwise. Member accounts cannot
be transferred or used by anyone other than the registered account holder.

The Service is provided without charge by the support of Freei.net's sponsors
and advertisers. Each user understands and agrees to fully complete
questionnaires when registering and periodically thereafter. Freei.net will
assign each user a blind user identification number, which will be used to
track your usage of the Service from time to time. Freei.net will gather
information that you provide and may disclose this information (including
information about your computer system and platform) to third parties,
including advertisers, clients, marketing organizations and others, in its
sole discretion. Unless specifically requested by user, personally
identifying information such as your name, address, telephone number, e-mail
addresses, and other personal and confidential information will not be
disclosed by Freei.net without user's consent, except as may be required by
law. Freei.net will not collect information regarding software programs,
utilities or other materials that reside on your computers.

Payment of Fees: Except as provided below, the Service is provided without
charge. Each user acknowledges and understands that user will be responsible
for all amounts charged by your local telephone company for all calls made to
Freei.net's customer support lines and to access the Service.

Cancellation of Account: In order to cancel your account, you must submit
your request to Freei.net via e-mail, fax, or U.S. Mail at the address
provided below.

Each user agrees not to attempt to cause, or actually cause, any disruption of

<PAGE>

service on Freei.net or any other network or subscriber, including, but not
limited to mallicious traffic generation, attempted or actual violation of
any security system in place on the Internet and its resources, or any
unauthorized access to any computer or resource on the Internet.

Freei.net does not guarantee connectivity at any time, for any length of time
or at any speed. Freei.net makes no warranties or representations of
merchantability or fitness for any purpose.  Freei.net is not responsible for
any loss a user may suffer as a result of using Freei.net--including but not
limited to, loss resulting from delays in service, incorrect or incomplete
delivery of information, possible computer viruses, operation system failure
or interruption of service, regardless of cause.  Freei.net is not responsible
for any information or computer data lost because of Freei.net's
software/service installation or usage.  Additional statements such as
presentations, whether oral or written, do not constitute warranties by
Freei.net and should not be relied upon.

Each user agrees not to attempt to defeat any idle timer or system tool
intended to enforce the part-time and personal nature of your connection,
including the use of pingbots and other methods of avoiding timed
disconnection.  Each user agrees to remain signed into the network only when
actually making use to same and to disconnect when idle for significant
periods of time (more than 30 minutes).  Each user authorizes Freei.net to
enforce this restriction by appropriate software and network
measures--automated or manual.

Each user may not assign this Agreement to anyone else.  This Agreement will
be governed by and constructed in accordance with the laws of the State of
Washington, excluding its conflict of law principles.  The application of the
United Nations Convention of Contracts for the International Sale of Goods is
expressly excluded.  The exclusive personal jurisdiction of and venue for all
disputes arising out of this Agreement shall be the state and federal courts
located in King County, Washington, USA and you consent to such jurisdiction
and waive all objections to such jurisdiction and venue. If any provision of
this Agreement is held to be unenforceable for any reason, such provision
shall be reformed only to the extent necessary to effect the original
intentions of the parties, and the remainder of this Agreement shall remain
in full force and effect.

Each user may contact Freei.net at the following address: Freei.net, 909 S.
338th Street Suite 110, Federal WA 98003 or you may send e-mail to
support@freei.net.

Any failure of Freei.net to enforce any provision of this Agreement shall not
constitute a waiver of any rights under such provision or any other provision
under this Agreement.

Each user agrees that Freei.net may modify any of the terms and conditions
given here.  Any changes or modifications will be posted in a conspicuous
place on the system.

The agreement supercedes any written or oral communication a user may have
had with Freei.net.  This agreement is the complete and total agreement.


<PAGE>
between the parties.  Violation of any of the terms and conditions of this
agreement may result in the immediate, no-notice cancellation of services.
Serious violations may subject a user to criminal or civil prosecution.



                                 [LOGO]




<PAGE>

                 PSINet PROPIETARY AND CONFIDENTIAL INFORMATION

                                   SCHEDULE B

                      PSINet Dial Access Pricing Schedule

1.  RAMP PERIOD MINIMUM NET MONTHLY REVENUE.

THE RAMP PERIOD IS THE INITIAL TEN (10) MONTHS FROM THE EFFECTIVE DATE OF THE
AGREEMENT. Freel.Net commits to the following minimum Net Monthly Revenue
(meaning the total monthly amount invoiced by PSiNet, excluding taxes but
including any deductions for early terminations) during and after the Ramp
Period as follows:

<TABLE>
<CAPTION>

Net Monthly Revenue per month
<S>                                       <C>
Month 1 to 3                              Usage Only, No Minimum
Month 4 to 6                                 $250,000.00
Month 7 to 10                                $500,000.00
(End of Ramp Period)
Month 11+:                                   $1,000,000.00
</TABLE>

If Freel.Net fails to achieve the Net Monthly Revenue indicated for Month 10 by
the end of the initial ten (10) months of the Dial Access Agreement (the Ramp
Period) PSINet may declare a material breach and may terminate this Agreement in
accordance with the provisions of Section 5.3.1 thereof.

2.  POST-RAMP PERIOD MINIMUM NET MONTHLY REVENUE.

$1,000,000.00 (US) shall be the minimum Net Monthly Revenue billed to Freel.Net
for all Services provided by PSINet to End-Users after the initial 10 month Ramp
Period set forth above in Section 1. Should Freel.Net's revenue to PSINet in any
month thereafter be less than the required minimum, Freel.Net shall promptly
remit to PSINet an amount equal to the difference between the aforesaid minimum
Net Monthly Revenue and the actual revenue billed to Freel.Net in that month.

In the event that Freel.Net chooses not to remit to PSINet the amount stated
above, PSINet may declare a material breach and may terminate this Agreement in
accordance with the provisions of Section 5.3.1 (a) thereof, and hold as
liquidated damages owed to PSINet, the foregoing minimum Net Monthly Revenue
amount.

3.  DIAL SERVICE PRICING.


Dial Service Pricing (Analog Dial Service).

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Hourly Rate Pricing

Total # of Hours Per Month                 Applicable Charge
<S>                                        <C>
0-3,000,000                                $[*] per hour, per month
3,000,001-5,000,000                        $[*] per hour, per month
5,000,001-8,000,000                        $[*] per hour, per month
8,000,001-12,000,000                       $[*] per hour, per month
12,000,000 or more                         $[*] per hour, per month
</TABLE>

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

  EXPLANATION OF DIAL SERVICE PRICING.

Upon the Effective Date, and as of the first day of each month thereafter
throughout the initial or any successive terms of this Agreement, Freel.Net
agrees to pay PSINet for each Hour an Applicable Charge pursuant to the above
schedule and subject to adjustments as provided below. The Total # of Hours Per
Month shall be a total aggregate of the number of hours accumulated by all
END-USERS on the Network for a given month.

The Applicable Charge above is to be applied to all Hours irrespective of the
rate that previously was applied to that group of Hours. For example, if there
are a sufficient number of Hours to satisfy the second-tier price of $[*] per
Hour, that price shall apply to all Hours for that month. Should the number of
Hours subsequently fall below the second-tier threshold, then the first-tier
price of $[*] per Hour shall apply to all Hours for that month.

PSINET-FREEI.NET-DIAL ACCESS AGREEMENT    8/99


                                    15 of 22

[*] = Confidential Treatment Requested

<PAGE>

               PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION


4.  DIAL SERVICE PRICE ADJUSTMENTS.

    As set forth herein, PSINet reserves the right to adjust the Dial
    Service Pricing as set forth below:

A.  SHARED HUNT DEPLOYMENT (SECTION 2.2.9). If Freei.Net exceeds the maximum
    allowable hours in a given hunt number identified in the Implementation
    Schedule. PSINet reserves the right to charge an additional fee equal to
    30% of the Dial Access Pricing multiplied by the total number of hours
    utilized for that particular hunt where the maximum number of hours were
    exceeded.

B.  PREDOMINANT USE OF TIER 1/TIER 2 CITIES (SECTION 3.5.2). If Freei.Net
    exceeds the ratio of End-Users hours allocated between Tier1/Tier 2 and
    Tier 3/Tier 4 cities, as set forth below PSINet may adjust the Dial
    Service Pricing for the total number of hours used by Freei.Net in the
    given month, as follows:

Hourly Rate Pricing Adjustment

Allocation of End-Users hours in
Tier 1/Tier 2 Cities in a given month             Dial Service Price Adjustment
  greater than or =80%                            None

  lesser than 80%                                 15% increase


Freeinetworks Inc has read, and agrees to, the terms presented in PRICING
SCHEDULE B.

Freeinetworks Inc.                        PSINet Inc.



By:  /s/ Bob McCausland                   By:  /s/ John Kraft
   ---------------------------------         ---------------------------------


Name:  Bob McCausland                     Name:  John Kraft

Title: President, CEO                     Title: President, PSINet Inc.,
                                                 Northeast Region

Date:  10-14-99                           Date:  10-18-99
     -------------------------------           -------------------------------


















PSINET--FREEI.NET--DIAL ACCESS AGREEMENT


                                       16 of 22



<PAGE>


               PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION


                                  SCHEDULE C

                        IDENTIFICATION OF TIER CITIES


<TABLE>

    <S>        <C>                    <C>
     1         Phoenix                 AZ
     1         Mountain View           CA
     1         Los Angeles             CA
     1         Malibu                  CA
     1         San Jose                CA
     1         San Francisco           CA
     1         Oakland                 CA
     1         Burbank                 CA
     1         Van Nuys                CA
     1         Sacramento              CA
     1         Denver                  CO
     1         Washington              DC
     1         Miami                   FL
     1         Atlanta                 GA
     1         Douglasville            GA
     1         Evanston                IL
     1         Champnurben             IL
     1         Elmhurst                IL
     1         Aurora                  IL
     1         Geneva                  IL
     1         Downers Grove           IL
     1         Big Rock                IL
     1         Tinley Park             IL
     1         Calumet City            IL
     1         Beecher                 IL
     1         Oak Lawn                IL
     1         Plainfield              IL
     1         Lockport                IL
     1         McHenry                 IL
     1         Woodstock               IL
     1         Gardner                 IL
     1         Kankakee                IL
     1         Manhattan               IL
     1         Morris                  IL
     1         Ottawa                  IL
     1         Utica                   IL
     1         Crescent City           IL
     1         Joliet                  IL
     1         Libertyville            IL
     1         Lake Forest             IL
     1         Antioch                 IL
     1         Algonquin               IL
     1         Elgin                   IL
     1         Park Ridge              IL
     1         Franklin Park           IL
     1         Hampshire               IL
     1         Elk Grove               IL
     1         Northbrook              IL
     1         Indianapolis            IN
     1         New Orleans             LA
     1         Holden                  MA

</TABLE>


PSINET-FREEI.NET-DIAL ACCESS AGREEMENT

                                    17 of 22





<PAGE>



               PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION



<TABLE>

    <S>        <C>                    <C>
     2         Orlando                FL
     2         Tampa                  FL
     2         St. Petersburg         FL
     2         Jacksonville           FL
     2         Ft. Wayne              IN
     2         Louisville             KY
     2         Berwyn                 MD
     2         Gaithersburg           MD
     2         Hagerstown             MD
     2         Bowie                  MD
     2         Arbutus                MD
     2         Brooklyn Park          MD
     2         Glen Burnie            MD
     2         Ellicott               MD
     2         Elkridge               MD
     2         Columbia               MD
     2         Catonsville            MD
     2         Severn                 MD
     2         Odenton                MD
     2         Portland               ME
     2         Pontiac                MI
     2         Royal Oak              MI
     2         Birmingham             MI
     2         Lansing                MI
     2         Kalamazoo              MI
     2         Grand Rapids           MI
     2         Ann Arbor              MI
     2         Centerline             MI
     2         Flint                  MI
     2         Kansas City            MO
     2         Charlotte              NC
     2         Winston-Salem          NC
     2         Durham                 NC
     2         Raleigh                NC
     2         Hackensack             NJ
     2         Fairlawn               NJ
     2         Mount Holly            NJ
     2         Atlantic City          NJ
     2         Mercerville            NJ
     2         Merchantville          NJ
     2         Albuquerque            NM
     2         Reno                   NV
     2         Las Vegas              NV
     2         Albany                 NY
     2         Buffalo                NY
     2         Youngstown             OH
     2         Dublin                 OH
     2         Dayton                 OH
     2         Oklahoma City          OK
     2         Tulsa                  OK
     2         Reading                PA
     2         Millersville           PA
     2         Providence             RI
     2         Columbia               SC
     2         Charleston             SC
     2         Austin                 TX
     2         Leesburg               VA
     2         Richmond               VA

</TABLE>

PSINET-FREEI.NET-DIAL ACCESS AGREEMENT

                          19 of 22


<PAGE>



               PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION



<TABLE>

    <S>        <C>                    <C>
     2         Tacoma                 WA
     2         Vancouver              WA
     2         Green Bay              WI
     2         Milwaukee              WI
     2         Morgantown             WV
     3         Huntsville             AL
     3         Mobile                 AL
     3         Chico                  CA
     3         Calton                 CA
     3         Concord                CA
     3         Bishop Ranch           CA
     3         Colorado Springs       CO
     3         Winter Park            FL
     3         Sarasota               FL
     3         Ft. Myers              FL
     3         Margate                FL
     3         Augusta                GA
     3         Marietta               GA
     3         Albany                 GA
     3         Des Moines             IA
     3         South Bend             IN
     3         Wichita                KS
     3         Lafayette              LA
     3         Shreveport             LA
     3         Baton Route            LA
     3         Springfield            MA
     3         Billerica              MA
     3         Jackson                MI
     3         Bay City               MI
     3         Saginaw                MI
     3         Pascagoula             MS
     3         Jackson                MS
     3         Rocky Mount            NC
     3         Asheville              NC
     3         Fayetteville           NC
     3         Southern Pines         NC
     3         Greensboro             NC
     3         Fargo                  ND
     3         Lincoln                NE
     3         Manchester             NH
     3         Perth Amboy            NJ
     3         Princeton              NJ
     3         Riverton               NJ
     3         Syracuse               NY
     3         Poughkeepsie           NY
     3         Rochester              NY
     3         Harrisburg             PA
     3         York                   PA
     3         State College          PA
     3         Altoona                PA
     3         Valley Forge           PA
     3         Allentown              PA
     3         Carlisle               PA
     3         Scranton               PA
     3         Greenville             SC
     3         Knoxville              TN
     3         San Antonio            TX
     3         Fredericksburg         VA

</TABLE>

PSINET-FREEI.NET-DIAL ACCESS AGREEMENT

                          20 of 22


<PAGE>



               PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION



<TABLE>

    <S>        <C>                    <C>
     3         Lynchburg              VA
     3         Danville               VA
     3         Burlington             VT
     3         Rutland                VT
     3         Everett                WA
     3         Janesville             WI
     3         Charleston             WV
     4         Hutchinson             KS
     4         Concord                MA
     4         Salisbury              MD
     4         Midland                MI
     4         Duluth                 MN
     4         Billings               MT
     4         Medford                OR
     4         Waco                   TX
     4         Amarillo               TX
     4         Lubbock                TX
     4         San Angelo             TX
     4         El Paso                TX
     4         Midland                TX
     4         Abilene                TX
     4         Ogden                  UT
     4         Provo                  UT
     4         Roanoke                VA
     4         Wheeling               WV
</TABLE>
















PSINET-FREEI.NET-DIAL ACCESS AGREEMENT

                          21 of 22


<PAGE>



               PSINet PROPRIETARY AND CONFIDENTIAL INFORMATION

                                   SCHEDULE D

                            SHARED HUNT DEPLOYMENT


<TABLE>
<CAPTION>


                                                                                  Monthly
                                                                                  Hours
                                             PRIs Available    Ports Available    Cannot
PSI NPANXX     City               State       by November        by November      Exceed
<S>            <C>                <C>        <C>                <C>               <C>

  303285       **Denver            CO               23                531         159,300
  410880       **Laurel            MD               14                310          93,000
  330572       Akron               OH               10                220          66,000
  408380       Alameda             CA               10                227          68,100
  415442       Alameda             CA               28                634         190,200
  505998       Albuquerque         NM               10                220          88,000
  612735       Austin              TX               14                331          99,300
  248435       Birmingham          MI                8                193          57,900
  704334       Charlotte           NC               11                262          78,600
  704372       Charlotte           NC                8                193          67,900
  216367       Cleveland           OH               12                282          84,600
  614324       Columbus            OH               14                331          99,300
  937910       Dayton              OH               14                317          95,100
  919572       Durham              NC                7                158          47,400
  915496       El Paso             TX                8                179          53,700
  314244       Florissant          MO                9                207          62,100
  314516       Florissant          MO               11                248          74,400
  864751       Greenville          SC                7                158          47,400
  713767       Houston             TX               26                607         182,100
  816221       Kansas City         MO               15                351         105,300
  423558       Knoxville           TN               16                358         107,400
  517267       Lansing             MI                7                151          45,300
  502992       Louisville          KY               12                276          82,800
  809667       Moorestown          NJ                7                165          49,500
  815780       Nashville           TN               17                386         115,800
  248475       Pontiac             MI                8                193          57,900
  248972       Pontiac             MI                7                151          45,300
  210576       San Antonio         TX               14                331          99,300
  206812       Seattle             WA               14                331          99,300
  253579       Seattle             WA               12                276          82,800
  813386       Tampa               FL                7                158          47,400

  TOTAL                                            380               8749       2,620,500

</TABLE>

   Average
** denotes SuperPOP












PSINET-FREEI.NET-DIAL ACCESS AGREEMENT

                          22 of 22


<PAGE>

                                     PSINET

                                    ADDENDUM
                                       TO
                             DIAL ACCESS AGREEMENT

This addendum ("Addendum") to the Dial Access Agreement ("Agreement") dated
October 10, 1999 is made by and between PSINet Inc. ("PSINet") and Freei
Networks Inc. ("Freei.Net") as of December __, 1999, and serves to modify the
terms and conditions of the Agreement as provided below. Unless otherwise
specified herein, the terms and conditions of the Agreement shall apply to this
Addendum. All other terms and conditions of the Agreement not expressly modified
herein shall remain in full force and effect. The parties agree to change the
language of the Agreement as follows:

     A. CHANGED SECTION 5.1 TO READ AS FOLLOWS:

"5.1 TERM. The term of this Agreement shall be two (2) years beginning on
January 1, 2000. The parties agree to meet, no later than ninety (90) days
prior to the end of the initial term to discuss possible renewal of this
Agreement. If mutually agreed to by the parties, the parties will enter into
an Agreement through a written addendum to this Agreement."

     B. CHANGE SCHEDULE B. SECTION 1 AND 2, AS INDICATED BELOW:

"1. Ramp Period Minimum Net Monthly Revenue.

THE RAMP PERIOD IS THE INITIAL SIX (6) MONTHS FROM THE EFFECTIVE DATE OF THE
AGREEMENT (1/1/00). Freei.Net commits to the following minimum Net Monthly
Revenue (meaning the total monthly amount invoiced by PSINet, excluding taxes,
based on a per port pricing of $[*] during and after the Ramp Period as follows:

<TABLE>
<CAPTION>

                                             NET MONTHLY REVENUE PER MONTH
          <S>                      <C>                    <C>
          Month 1 to 3:            Usage Only, No Minimum (Jan. 2000 - March 2000)
          Month 4 to 6:            $250,000               (April 2000 - June 2000)
          Month 7 +:               $500,000.00            (July 2000 through Dec 2001)

</TABLE>

If Freei.Net falls to achieve the Net Monthly Revenue indicated for Month 7 by
the end of the initial six (6) months of the Dial Access Agreement (the Ramp
Period), PSINet may, in addition to other potential remedies, declare a material
breach and may terminate this Agreement in accordance with the provisions of
Section 5.3.1 thereof.

2. Post-Ramp Period Minimum Net Monthly Revenue.

$500,000.00 (US) shall be the minimum Net Monthly Revenue billed to Freei.Net
for all Dial Access Service provided by PSINet to Freei.Net after the initial 6
month Ramp Period set forth above in section 1. Should Freei.Net's revenue to
PSINet in any month thereafter be less than the required minimum, Freei.Net
shall promptly remit to PSINet an amount equal to the difference between the
aforesaid minimum Net Monthly Revenue and the actual revenue billed to Freei.Net
in that month.

          In the event that Freei.Net chooses not to remit to PSINet the amount
          stated above, PSINet may declare a material breach and may terminate
          this Agreement in accordance with the provisions of Section 5.3.1 (a)
          thereof, and hold as liquidated damages owed to PSINet, the foregoing
          minimum Net Monthly Revenue amount."

     C. CHANGE SCHEDULE B. SECTION 3, AS INDICATED BELOW:

3. Dial Service Pricing. Per PSINet port into the PSINet Network ("Port") is
fixed at $[*] per Port.

  Explanation of Port Pricing. Upon the Effective Date, and as of the first day
  of each month thereafter throughout the initial or any successive terms of
  this Agreement, Freei.Net agrees to pay PSINet for each Port at the per Port
  pricing of $[*] as stated above and subject to adjustments as provided below.
  During the initial three months, PSINet and Freei.Net will agree on the
  applicable number of Ports, and the allocation of such Ports in PSINet covered
  cities to be made available to Freei.Net and such amount shall be set forth in
  a

[*] = Confidential Treatment Requested

<PAGE>

  change order to be agreed to by the parties. During the second three month
  period, PSINet will make available to Freei.Net a minimum 4545 Ports on the
  PSINet Network, with the allocation of Ports in designated cities, to be
  agreed to by the parties in a change order. After the initial six (6) months,
  PSINet will make available to Freei.Net a minimum of 9090 Ports on the PSINet
  Network, with the allocation of Ports in designated cities, to be agreed to by
  the parties in a change order.

IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have executed this Amendment as of the last data specified below, effective on
that date.

FREEI NETWORKS INC.                  PSINET INC.

By: /s/ Bob McCausland               By: /s/ John Kraft
   -----------------------------        -----------------------------
                                        John Kraft
                                        President, Northeast Region, PSINet Inc.
                                        510 Huntmar Park Drive
                                        Herndon, Virginia 20170

Date: 2-3-2000                       Date:  2/14/00
     ------------                         --------------