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Compaq Financial Services                                          Exhibit 10.64

      [COMPAQ LOGO]

                                                  Master Agreement Number 100697
                                                      APA Number 1Q01 100697

                            ADVANCE PRICING AGREEMENT

         Compaq FINANCIAL SERVICES CORPORATION ("LESSOR") and APPLIED THEORY
CORPORATION (LESSEE') are parties to the Master Lease and Financing Agreement
identified by the Master Agreement Number specified above (the Master
Agreement'). This Advance Pricing Agreement (which shall be identified by the
APA Number specified above) is being entered into by Lessor and Lessee for the
purpose specified in Section 2.B of the Master Agreement and supersedes any
Advancing Pricing Agreement previously entered into by Lessor and Lessee
pursuant thereto with respect to Leases and Financing commencing during the
Commitment Period specified in Section 1 below. The terms and conditions of the
Master Agreement are hereby incorporated by reference into this Advance Pricing
Agreement. All capitalized terms used in this Advance Pricing Agreement without
definition have the meanings ascribed to them in the Master Agreement.

1. COMMITMENT PERIOD. Lessee may enter into Leases and Financing with Lessor
pursuant to either Section 2.A of the Master Agreement or Section 2.B of the
Master Agreement and this Advance Pricing Agreement during the period beginning
on January 1, 2001 and ending on March 3l, 2001 (the "Commitment Period").

2. AMOUNT AVAILABLE. The aggregate Total Cost of Equipment to be subject to such
Leases and Financed Items to be subject to such Financing shall not exceed
$5.633, 000.00 ("Amount Available") without Lessor's consent, which consent
shall be evidenced either by a writing executed by Lessor or by Lessor's funding
during the Commitment Period of Leases. Financing, or both in an aggregate
amount exceeding such Amount Available.

3. CONSOLIDATION PERIOD. All Leases and Financing commencing during each
calendar month or portion thereof ending during the Commitment Period (a
"Consolidation Period") shall be consolidated into a single Consolidating
Schedule in accordance with Section 2.B (d) of the Master Agreement.

4. LEASES. Set forth below is a description of the type(s) of Equipment that may
be leased pursuant to this Advance Pricing Agreement, the times at which Rent is
payable and the length of the Initial Term of each Lease that is commenced
pursuant hereto, and the Lease rate factor to be multiplied by the Total Cost of
the Equipment subject to each such Lease to determine the periodic Rent payable
with respect thereto:

A.    EQUIPMENT TYPE I:

      (i)   Description of Equipment: Compaq Laptops

      (ii)  Rent is payable:     [x] in advance      [ ] in arrears (check one)
                                 [x] monthly         [ ] quarterly (check one)

      (iii) Initial Term: 24 Months (plus the number of days from and including
            the Acceptance Date through and including the last day of the
            Consolidation Period in which the Acceptance Date occurs).

      (iv)  Lease rate factor: .04314

      EQUIPMENT TYPE I:

      (i)   Description of Equipment: Compaq Desktops

      (ii)  Rent is payable:     [x] in advance      [ ] in arrears (check one)
                                 [x] monthly         [ ] quarterly (check one)

      (iii) Initial Term: 24 Months (plus the number of days from and including
            the Acceptance Date through and including the last day of the
            Consolidation Period in which the Acceptance Date occurs).

      (iv)  Lease rate factor: .04314


         With respect to each Lease that is commenced pursuant to this Advance
         Pricing Agreement, Lessee shall pay Lessor (a) on the first day of each
         calendar month or calendar quarter (depending on whether Rent is
         payable monthly or quarterly) if Rent is payable in advance, or (b) on
         the last day of each calendar month or quarter (depending on whether
         Rent is payable monthly or quarterly) if Rent is payable in arrears,
         the Rent payment calculated as set forth above in this Section 4 for
         the length of the Initial Term of such Lease. The First Payment Date
         shall he the first day (if Rent is payable in advance) or the last day
         (if Rest is payable in arrears) of the month or quarter (as applicable)
         immediately following the end of the Consolidation Period in which the
         Acceptance Date occurs. In addition, on the First Payment Date lessee
         shall also pay Lessor with respect to each such Lease an amount equal
         to the Daily Rent multiplied by either (i) 15 days if the Consolidation
         Period is monthly or (ii) 45 days if the Consolidation Period is
         quarterly.


5        FINANCING, Set forth below IS a description of the types of Financed
         Items that may be financed pursuant to this Advance Pricing Agreement,
         the times at which Rent is payable and the length of the Term of each
         Financing that is commenced pursuant hereto, and the Financing rate
         factor to be multiplied by the Total Cost of the Financed Items subject
         to each such Financing to determine the periodic Rent payable with
         respect thereto:

         A.  FINANCED ITEM TYPE I:

             (i)    Description of Financed Item: Soft Costs
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             (ii)   Rent is payable:  [x] in advance  [ ] in arrears (check one)

                                      [x] monthly     [ ] quarterly (check one)

             (iii)  Initial Term: 24 Months (plus the number of days from and
                    including the Acceptance Date through and including the last
                    day of the Consolidation Period in which the Acceptance Date
                    occurs).

             (iv)   Lease rate factor: ..05050

         B,  FINANCED ITEM TYPE I:

             (i)    Description of Financed Item: Soft Costs

             (ii)   Rent is payable:  [x] in advance  [ ] in arrears (check one)

                                      [x] monthly     [ ] quarterly (check one)

             (iii)  Initial Term: 36 Months (plus the number of days from and
                    including the Acceptance Date through and including the last
                    day of the Consolidation Period in which the Acceptance Date
                    occurs).

             (iv)   Lease rate factor: .03703

         With respect to each Financing commenced pursuant to this Advance
         Pricing Agreement, Lessee shall pay Lessor (a) on the first day of each
         calendar month or calendar quarter (depending on whether Rent is
         payable monthly or quarterly) if Rent is payable in advance, or (b) on
         the last day of each calendar month or quarter (depending on whether
         Rent is payable monthly or quarterly) if Rent is payable in arrears,
         the Rent payment calculated as set forth above in this Section 5 for
         the length of the Term of such Financing. The First Payment Date shall
         be the first day (if Rent is payable in advance) or the last day (if
         Rent is payable in arrears) of the month or quarter (as applicable)
         immediately following the end of she Consolidation Period in which the
         Acceptance Date occurs. In addition, on the First Payment Date Lessee
         shall also pay Lessor with respect to each such Lease an amount equal
         to the Daily Rent multiplied by the number of days from and including
         the Acceptance Date up to but excluding the first day of the month or
         quarter (as applicable) in which the First Payment Date occurs.

6.       ADDITIONAL PROVISIONS:

         IN WITNESS WHEREOF, LESSOR AND LESSEE HAVE EXECUTED THIS ADVANCE
         PRICING AGREEMENT ON THE DATES SPECIFED BELOW.

         LESSEE:                           LESSOR:
         APPLIEDTHEORY CORPORATION         COMPAQ FINANCIAL SERVICES CORPORATION

         BY: /S/ ANGELO GENCARELLI III     BY: /S/ ILLEGIBLE
         ------------------------------    -------------------------------------
         NAME AND TITLE

         ANGELO GENCARELLI                 NAME AND TITLE

         III CFO


         DATE JANUARY 02, 2001             DATE


                                      Date