Exhibit 10(dm)

                          MASTER DISTRIBUTOR AGREEMENT
                       (for the United States and Canada)

Master  Distributor  Agreement  ("Agreement"),  dated  as of  November  1,  2003
("Agreement") between Artera Group, Inc., ("Artera") a Delaware corporation, and
FairPoint Broadband, Inc., a Delaware corporation ("Distributor"),


     WHEREAS,  (i)  Artera  is  engaged  in the  development,  distribution  and
operation of Internet and Intranet  infrastructure  products and services,  (ii)
Distributor is engaged,  directly, through its Affiliates (as defined below) and
through  resellers,  in the  distribution and marketing of Internet and Intranet
products and services,  (iii) Artera and Distributor are parties to an Exclusive
Marketing  License  Agreement  dated  October 11, 2002  ("Broadband  Agreement")
whereby Distributor  acquired certain rights to distribute Artera's products and
services,  and  a  Memorandum  of  Understanding  dated  May  23,  2003  ("MOU")
pertaining to the Broadband Agreement, (iv) Artera and FairPoint Communications,
Inc., a Delaware  corporation of which Distributor is a wholly-owned  subsidiary
("Communications"),  are parties to a License  Agreement  dated  August 15, 2002
("Communications  Agreement" and,  collectively with the Broadband  Agreement as
modified  by the MOU,  the  "Prior  Agreements")  whereby  Distributor  acquired
certain  rights to  distribute  Artera's  products  and services and (v) Artera,
Distributor  and  Communications  now wish to amend and  replace  the  Broadband
Agreement (as modified by the MOU) and the  Communications  Agreement  with this
Agreement;

     NOW,  THEREFORE,  in  consideration  of the  covenants  herein,  and  other
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

Article 1. DEFINITIONS

As used herein, the terms described below have the following meanings:

1.1  "Affiliate"  shall  mean  any  entity  that,  directly  or  indirectly,  is
     controlled  by, in control of or under common control with the entity as to
     which the term "Affiliate" is used.

1.2  "CRM System" shall mean Artera's customer relations  management system that
     as a part of the Service  support system allows  Subscribers of Distributor
     or its Resellers to be uniquely  identified  from other  subscribers to the
     Service and allows  Distributor,  Resellers  and Artera to  interface  with
     Artera's  records to initiate and authenticate  Subscriptions,  activate or
     deactivate Subscribers' access to the Data Center and bill Subscribers.

1.3  "Data Center" shall mean the hardware, software and bandwidth providing the
     Internet-side data optimization functions for the Service.

1.4  "Deliverables" shall mean the materials described on Schedule 4.3 hereto to
     be delivered by Artera to Distributor under Section 4.3 hereof.

1.5  "End User" shall mean a client computer of an individual  user,  configured
     to utilize the Service under a  Subscription.  In the case of a residential
     Subscriber,  the End  User is also

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     the  Subscriber.  In the  case of a Small  Business  or  Government  Entity
     Subscriber,  the End User is the client  computer of the individual user of
     the Service rather than the subscribing business or entity itself.

1.6  "Government Entity" shall mean a Federal, state, provincial, local or other
     governmental  unit or  authority,  or a  department,  division  or  segment
     thereof.

1.7  "Know-how",  in general, shall have its usual meaning, that is, among other
     things,  all  factual  knowledge  and  information  not capable of precise,
     separate description but that, in accumulated form, after being acquired as
     the result of trial and error,  gives one an ability to produce  and market
     something  that one otherwise  would not have known how to produce with the
     accuracy or precision necessary for commercial success.

1.8  "Level 1  Support"  shall mean  support  for  Subscribers  and End Users as
     described in Schedule 1.8.

1.9  "Level 2 Support" shall mean support for  Distributor  and the Resellers to
     assist them in providing Level 1 Support.

1.10 "License Fee" shall mean any license fee payable by  Distributor  to Artera
     under Section 3.1 hereof.

1.11 "Reseller"  shall mean a person or entity that,  under the auspices of this
     Agreement,  enters into an agreement for the resale or  distribution of the
     Service to Subscribers in the Territory.

1.12 "Protected  Account"  shall mean a person or entity named in Schedule  2.2,
     with  respect  to which the  parties'  rights and  obligations  shall be as
     described in Section 2.2 and Schedule 2.2 of this Agreement.

1.13 "Service" shall mean the "Artera Turbo" service, as configured from time to
     time,  including its software,  distributed  to Subscribers as a bundled or
     unbundled  subscription  service,  including all updates,  enhancements and
     modifications thereof,  together with the right to use all of the foregoing
     in connection with the Data Center.

1.14 "Service Fee" shall mean the fee paid by a Subscriber for its Subscription,
     excluding sales, use, VAT, excise and similar taxes.

1.15 "Small  Business"  shall mean a  business  or other  organizational  entity
     (other than a Government Entity) that (i) does not have or use 250 End User
     personal computers or computer terminals and (ii) does not sell, distribute
     or market the Service.

1.16 "Subscriber" shall mean an individual,  Small Business or Government Entity
     that subscribes to the Service via a Reseller. In the case of a residential
     Subscriber, the Subscriber is the End User. In the case of a Small Business
     or Government Entity Subscriber, the Subscriber is the subscribing business
     or entity rather than any  individual  client  computer or user within that
     business or entity.

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1.17 "Subscriber Software" shall mean the Service software resident or installed
     on the  Subscriber's  or its  End  Users'  personal  computer(s)  or at the
     Subscriber's location.

1.18 "Subscription"  shall  mean a  subscription  for a  Subscriber  to use  the
     Service  on its  personal  computer(s),  including  the  license to use the
     Subscription  Software and the Service,  as set forth in Artera's  Terms of
     Service.

1.19 "Technical  Information"  shall  mean  technical,  design  and  engineering
     information   pertaining  to  the  design,   manufacture,   production  and
     distribution  of the  Service  in the  form of  designs,  plans,  drawings,
     specifications,   reports,   records,  manuals,  other  written  materials,
     computer programs and software and other forms or media relating thereto.

1.20 "Territory" shall mean the United States and Canada.

Article 2. GRANT OF LICENSE AND RIGHTS

2.1  License.  Artera  hereby  grants to  Distributor,  during  the term of this
     Agreement,  a  license  to  distribute  the  Service,  directly  or via its
     Affiliates,  to Subscribers in the Territory through resellers (which, upon
     such  distribution,  shall  become  "Resellers"  under this  Agreement)  in
     accordance with the terms and conditions of this Agreement.  Such resellers
     may include but shall not be limited to ILECs and ISPs that are  Affiliates
     of Distributor ("Internal Resellers"). The license to Distributor hereunder
     includes the right to make copies of the Subscriber Software to be provided
     to  Subscribers;  to reproduce and  distribute  the Service  documentation,
     product descriptions and promotional materials; and, subject to Section 2.4
     hereof,  to modify such materials as requested by Resellers for the purpose
     of identifying the Reseller in connection  with the Service.  Such license,
     however,  conveys no right to modify  the  Service,  to prepare  derivative
     works of the Service,  to use the Service for Distributor's own purposes or
     to sell or copy the  Service  for any  purpose  other than for  delivery to
     Resellers or their Subscribers as contemplated by this Agreement.

2.2  Protected Accounts. During the term of this Agreement, there may be persons
     or entities that are "Protected Accounts" under this Agreement. If a person
     or entity is a  Protected  Account,  Artera  will not enter  into or pursue
     (other  than on behalf of  Distributor)  an  agreement  with such person or
     entity to sell or distribute  the Service to residential  consumers,  Small
     Businesses of Government  Entities in the Territory,  and will not actively
     support  or assist  in any third  party  distributor's  pursuit  of such an
     agreement, for a period of 3 months after the date of this Agreement.  Only
     persons or entities with at least 25,000  potential End Users or ILECs with
     5000 potential End Users are eligible to be Protected Accounts. The persons
     or entities,  if any,  that are  Protected  Accounts as of the date of this
     Agreement are set forth in Schedule 2.2.  Distributor may from time to time
     in writing propose to add persons or entities to Schedule 2.2 as additional
     Protected  Accounts and shall include,  in each such proposal,  the name of
     the proposed Protected Account, the pertinent division or geographical area
     within the proposed  Protected Account (if applicable),  the name and title
     of Distributor's  contact at the proposed Protected Account,  Distributor's
     relationship to that contact and an estimate of the number of potential End
     Users for the  Protected  Account.  Such  person or entity  shall  become a
     Protected  Account if Artera grants its written  consent to such  addition.
     Such  consent  will be deemed  granted  unless  denied by

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     Artera  in  writing   within  ten  (10)  business  days  of  submission  by
     Distributor. Artera may withhold consent if a proposed Protected Account is
     already  being  serviced or marketed  and  solicited by Artera or by others
     with  Artera's  active  support  or  assistance,  and  otherwise  shall not
     withhold or deny its consent except for good cause,  as determined by it in
     its good faith and  reasonable  business  judgment.  Artera may impose such
     conditions  time limits upon its approval as it deems necessary in its good
     faith business  judgment,  and shall so notify  Distributor within ten (10)
     business  days.  Unless  otherwise  limited by Artera,  approved  Protected
     Accounts  shall  remain  so  protected  for  a  period  of 3  months  after
     submission   by   Distributor   Artera  may   condition   such  consent  on
     Distributor's  securing a distribution  commitment for the Service from the
     applicable  Protected  Account within a specified  period of time or on any
     other  conditions.  Any time limitations or other conditions  applying with
     respect to initial  Protected  Accounts in  Schedule  2.2 as of the date of
     this  Agreement  are  included  within  Schedule 2.2 as of the date hereof.
     Notwithstanding  anything to the contrary herein, (a) any entity that is or
     becomes a protected account under that certain Finder Agreement between the
     parties  of even  date  herewith  shall  be  automatically  deemed  to be a
     Protected  Account under this Agreement upon re quest of  Distributor;  and
     (b) all Internal  Resellers shall be deemed Protected  Accounts  throughout
     the term of this Agreement.

2.3  Acceptance.  Distributor  hereby (a)  accepts  the rights  granted to it by
     Artera  under this  Agreement  and (b)  acknowledges  that the rights  that
     Artera has granted to Distributor hereunder are limited to the distribution
     and marketing of the Service to Resellers in the Territory,  subject to the
     other limitations set forth in this Agreement.

2.4  Intellectual  Property Usage and Notices.  All right, title and interest in
     and to the Service,  including all copyrights,  trademarks,  service marks,
     logos,  names,  designations,   patents  and  other  intellectual  property
     embodied  in the  Service or  provided  by Artera in  connection  therewith
     (including but not limited to the Subscriber  Software and the mark "Artera
     Turbo") shall remain the property of Artera.  Distributor  may use and copy
     such  trademarks,  service  marks  and  copyrighted  material  of Artera as
     reasonably  necessary to perform  under this  Agreement.  All copies of the
     Subscriber   Software  and  all  documentation   and  marketing   materials
     distributed  or  used  by  Distributor   shall  be  marked  with  a  legend
     identifying  Artera as the owner and  developer  of the  Service,  with the
     appropriate patent,  copyright and trademark notices, and Distributor shall
     not remove any such notices from any Subscriber Software or other materials
     provided to it by Artera;  provided,  however,  that, in  distributing  the
     Service to  Subscribers,  Distributor or the Resellers may reference  their
     own names or brands if in  conjunction  with the words  "Powered  by Artera
     Turbo."

2.5  Reseller  Agreements.  All Service  distribution  agreements with Resellers
     hereunder  ("Reseller  Agreements")  shall be between  Distributor  and the
     respective  Resellers.  Artera  shall  not  be  a  party  to  or  have  any
     obligations  under any Reseller  Agreement,  except for such billing,  data
     center and support  services as may be  contracted  for by such Reseller in
     accordance  with Article 3, and support,  training,  and service updates in
     accordance  with  Article 6.  Distributor  shall have no  authority to bind
     Artera with respect to any Reseller, and Distributor shall not represent to
     any  Reseller  or  anyone  else  that it has such  authority.  No  Reseller
     Agreement may be inconsistent with this Agreement.  Any  representations or
     warranties regarding the Service contained in a Reseller Agreement shall be
     the sole

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     responsibility of Distributor,  unless Artera expressly agrees otherwise in
     writing in advance for the particular Reseller.

2.6  Subscription    Agreements.    All   Subscription    agreements   hereunder
     ("Subscription Agreements") shall be between Resellers and their respective
     Subscribers.  Artera shall not be a party to or have any obligations  under
     any Subscription Agreement,  except for Level 2 Support and Service Updates
     pursuant to Article 6 hereof. Provided, however, that Artera shall have the
     right to require that  Subscribers  agree to Artera's  Terms of Service for
     the  Service,  which  Terms of Service  incorporate  the License to use the
     Service.  Artera  may  amend  the  Terms  of  Service  from  time to  time.
     Distributor  shall have no  authority  to bind Artera  with  respect to any
     Subscriber, and Distributor shall not represent to any Subscriber or anyone
     else that it has such authority.  No representation  or warranty  regarding
     the  Service   contained  in  a   Subscription   Agreement   shall  be  the
     responsibility  of Artera,  unless  Artera  expressly  agrees  otherwise in
     advance in writing for the particular Subscriber.

Article 3. FEES AND CERTAIN SUPPORT SERVICES

3.1. License Fee. License Fee. The License Fee discussed and agreed in the Prior
     Agreement between FairPoint Broadband, Inc and Artera is hereby deemed paid
     in full by reason of payments  made to Artera  under the Prior  Agreements.
     Upon  signing of this  Agreement,  Artera  hereby  releases  Broadband  and
     Distributor  from any further  obligations,  claims or demands for any such
     License Fee.

3.2. Royalty.  For each calendar  month (or part thereof) of each  Subscription,
     Artera shall be entitled to a Royalty. The Royalty shall be calculated on a
     per End User  basis.  The amount or formula of the  Royalty is set forth in
     Schedule 3.2.

3.3. Billing,  Collections  and  Payments.  Service Fees shall be billed for and
     collected, and Royalties shall be paid, as described in Schedule 3.3.

3.4. Provision and Operation of Data Center.  For any Reseller,  Distributor may
     elect to have such  Reseller,  rather than Artera,  provide and operate the
     Data Center  serving such  Reseller's End Users.  Distributor  may elect to
     operate a data center for  Distributor's  Internal  Resellers.  The minimum
     specifications for a Reseller Data Center are set forth in Schedule 3.4.

3.5. Mergers,  etc.  In the event of a merger,  acquisition  or  combination  of
     entities,  one of  which  is a  Reseller  and the  other  of  which is not,
     Distributor's  rights  with  respect to the  surviving  entity  shall be as
     follows:  If the Reseller is the acquiror,  the surviving entity shall be a
     Reseller  for  purposes  of  this  Agreement.  If the  Reseller  is not the
     acquiror, the surviving entity shall not be a Reseller for purposes of this
     Agreement. If it is not reasonably clear which entity is the acquiror or if
     the  transaction  is a merger of equals,  the  surviving  entity shall be a
     Reseller for purposes of this Agreement only if the Reseller was the entity
     that had more End Users as of the date of the relevant transaction.

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Article 4. DISCLOSURES and DELIVERies

4.1  Disclosure.  The  parties  shall  disclose  to each other and Artera  shall
     disclose  to  Resellers  such  appropriate   Technical  Information  as  is
     reasonably  required to accomplish the purposes of this Agreement.  Neither
     party,  however,  that shall be  obligated  to  disclose  information,  the
     disclosure of which has been restricted by a third party.

4.2  Treatment.   All  disclosed  Technical  Information  that  is  Confidential
     Information shall be kept confidential by the receiving party in accordance
     with  Article 5 hereof and shall  remain  the  property  of the  disclosing
     party.

4.3  Deliverables.  Artera  agrees  that  the  Service  shall be  available  for
     distribution  and marketing by  Distributor  and  Resellers and  completely
     functional to Subscribers  in accordance  with the  availability  dates set
     forth in Schedule 4.3.

Article 5. CONFIDENTIALITY

5.1. Definitions.  Each party possesses confidential information relating to its
     business  and  technology  that  has   substantial   value  to  such  party
     ("Confidential  Information").  Subject to Section 5.4 hereof, Confidential
     Information  includes  but  is  not  limited  to  Deliverables,   Technical
     Information,  Know-how,  designs,  improvements,   inventions,  techniques,
     software documentation,  financial statements,  projections, prices, costs,
     customer  lists,  supplier  lists and  anything  else marked  "Confidential
     Information"   or  similarly   designated   as  being   confidential.   Any
     Confidential  Information  disclosed  between the parties  hereto orally or
     visually, in order to be subject to this Agreement,  shall be so identified
     to the receiving party at the time of disclosure and confirmed in a written
     summary   appropriately  marked  within  ten  days  after  oral  or  visual
     disclosure.

5.2. Treatment. Except as expressly permitted under this Section 5.2 and Section
     5.4 hereof,  each party shall,  during the term of this  Agreement  and for
     five years thereafter, hold in confidence and not disclose to third parties
     all  Confidential  Information  of the other  party  disclosed  directly or
     indirectly to it. The  recipient of  Confidential  Information  shall grant
     access to it only to employees,  contractors, agents and suppliers who need
     to receive such Confidential Information in connection with this Agreement.
     Such persons with access to Confidential  Information shall be placed under
     obligation (a) to hold in confidence all Confidential  Information provided
     to them in the  course  of  their  service;  (b) to use  such  Confidential
     Information  only in the  course of  performing  their  duties;  and (c) to
     assign to their  employer or the party  retaining  them all  inventions  or
     improvements relating to such entity's business and conceived while in such
     entity's  employ or retained  by such entity  (unless  such  assignment  is
     prohibited  by  applicable   law).  All   documents,   writings  and  other
     embodiments containing Confidential Information of the other party shall be
     maintained  by  the  receiving  party  in  a  prudent  and  secure  manner.
     Distributor may disclose Artera's Confidential Information to Resellers and
     prospective  Resellers as necessary to perform this Agreement,  but only if
     such  Reseller  or   prospective   Reseller  has  entered  into  a  written
     non-disclosure  agreement  with  Artera,  or has  entered  into  a  written
     non-disclosure  agreement with Distributor (for the benefit of Artera) in a
     form  substantially  equivalent to the terms  hereof.  For purposes of this
     Article 5, delivery by  Distributor  to a Subscriber,  whether

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     directly  or  through a  Reseller,  of the  Subscriber  Software  shall not
     constitute a disclosure  by  Distributor  of  Confidential  Information  of
     Artera. In no event shall the party receiving  Confidential  Information of
     the other  party  disassemble,  reverse  engineer,  re-engineer,  redesign,
     decrypt, decipher, reconstruct, re-orient, modify or alter any Confidential
     Information of the disclosing party or any circuit design, algorithm, logic
     or  program  code in any of the  disclosing  party's  products,  models  or
     prototypes  that contain  Confidential  Information,  or attempt any of the
     foregoing.

5.3. Return.  All  documents  and other  embodiments  of a party's  Confidential
     Information,  as well as those  created  or  derived  from  the  disclosing
     party's  Confidential  Information that incorporate the disclosing  party's
     Confidential  Information,  and  all  copies  thereof,  shall  be  returned
     promptly to the disclosing  party by the other party upon the expiration or
     any termination of this Agreement;  provided, however, that Distributor may
     retain (subject to the  restrictions  in this Article 5) such  Confidential
     Information as is necessary for it to satisfy any post-termination  support
     obligations it may have under Section 7.4 hereof.

5.4. Exclusions. Confidential Information shall not include information that (a)
     was at the time of disclosure in the public domain  through no fault of the
     party receiving it; (b) becomes part of the public domain after  disclosure
     to the party  receiving  it through no fault of such party;  (c) was in the
     possession of the party  receiving it (as evidenced by written  records) at
     the time of disclosure and was not acquired directly or indirectly from the
     other party or a third party under a continuing obligation of confidence of
     which the party  receiving  it was  aware;  (d) was  received  by the party
     receiving it (as evidenced by written records) after the time of disclosure
     hereunder  from a  third  party  who  did  not  require  it to be  held  in
     confidence and who did not acquire it directly or indirectly from the other
     party  under a  continuing  obligation  of  confidence  of which  the party
     receiving it was aware;  (e) is required by law,  governmental  regulation,
     court  order  or  the  rules  of a  securities  exchange  to  be  disclosed
     (provided,  that a party required to so disclose  Confidential  Information
     shall  use best  efforts  to  notify  the  other  party  of such  potential
     disclosure as soon as  practicable so that such party may seek a protective
     order for such Confidential  Information);  (f) was developed independently
     by the  receiving  party and  without the use of  Confidential  Information
     received  from the  disclosing  party;  or (g) was  disclosed  by the party
     owning it to third parties without restrictions on use or disclosure.

5.5. Other  Agreements.  This  Article 5 shall not limit the  generality  of any
     separate  confidentiality  or  nondisclosure  agreement  in effect  between
     Artera and Distributor; provided, however, that if such other agreement and
     this  Article 5 cover the same  information,  the stricter of the two shall
     apply with respect thereto.

Article 6. MARKETING AND SUPPORT OBLIGATIONS

6.1  Level 1 Support.  Distributor  shall be responsible  for Level 1 Support to
     the Subscribers  and End Users.  Distributor may satisfy such obligation by
     providing  the Level 1 Support  itself,  causing  Resellers  to provide the
     Level 1 Support or causing  third  parties to provide  the Level 1 Support.
     Level 1 Support  shall be  provided  not less than  8:30am to 5:30pm in the
     respective time zones of the End Users, Monday through Friday.

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6.2  Level 2 Support.  Artera  shall  provide  Level 2 Support,  which  shall be
     available at no charge to Distributor and Resellers not less than 8:30am to
     5:30pm Eastern time, Monday through Friday. Access to Level 2 Support shall
     be by online methods and toll-free telephone.

6.3  Training.  Artera shall make available to Distributor and Resellers Level 1
     Support  training and training on the CRM System.  Such  training may be in
     regularly  scheduled  classes at Artera's offices or by such other means as
     Artera may  determine.  The Level 1 Support  training  must be  attended by
     Distributor or the Reseller or third party providing Level 1 Service on its
     behalf  prior  to the  start  of  actual  distribution  of the  Service  by
     Distributor or the applicable Reseller.

6.4  Service  Updates,  Etc.  Artera shall  provide all  updates,  enhancements,
     improvements or modifications of the Service to Distributor or to Resellers
     and their Subscribers at no cost via online downloads, and shall provide to
     Distributor a master CD for each such upgrade, enhancement, improvement and
     modification, for copying and distribution to Resellers.

Article 7. TERM and termination

7.1. Term.  The term of this  Agreement is from the date hereof until five years
     thereafter,  unless modified by written agreement of the parties or earlier
     terminated under this Article 7.

7.2. Breach.  Either party may terminate  this  Agreement for a material  breach
     (including  any  non-payment)  by the  other  party,  upon 30 (for  payment
     breaches) or 60 (for other material  breaches) days' notice and opportunity
     to cure;  provided  that a payment  breach  shall also  require  payment of
     interest at the rate of 6% per annum from the due date to the payment date.
     In the event of a material  breach by  Distributor  not cured as  described
     above,  Artera  may  elect,  in lieu  of  termination  of  this  Agreement,
     irrevocably to terminate any distribution  protections Distributor may have
     under Section 2.2 of this Agreement.

7.3. Effect of  Termination.  Expiration or termination of this Agreement  shall
     not terminate any Subscription Agreements.

7.4. Royalties  and Support Upon Certain  Terminations.  Upon any  expiration or
     termination  of this  Agreement  other  than  termination  by Artera  under
     Section 7.2 hereof, or by Distributor under Article 7.6 hereof, Distributor
     shall  continue to receive net payments out of Service Fees as described in
     Schedule 3.3, with respect to those specific  Subscribers for which Service
     Fees were payable on the date of such expiration or termination. Such right
     to net payments  shall apply until the  expiration  or  termination  of the
     respective  Subscriptions  of those  Subscribers  and shall be  subject  to
     Distributor's continued satisfaction, with respect to those Subscribers, of
     the Level 1 Support and other  obligations  pertaining to Subscribers  that
     are set forth in this Agreement.

7.5. Survival.  Section 4.2,  Article 5,  Section 7.4,  Article 9 and Article 10
     shall survive the expiration or any termination of this Agreement.

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7.6  Termination  by  Distributor.  Distributor,  in its  sole  discretion,  may
     terminate  this  Agreement  in its  entirety,  upon 30 days' prior  written
     notice to Artera.

Article 8. NOTICES

Notices under this Agreement shall be in writing and sent by personal  delivery,
facsimile,  recognized  commercial courier or certified or registered mail (with
return receipt), in each case with all charges prepaid, addressed as follows:

If to Artera:              Artera Group, Inc.
                           20 Ketchum Street
                           Westport, CT  06880
                           Attn:  Chairman & President
                           Facsimile:  203-226-3123

-- with a copy to:         Artera Group, Inc.
                           20 Ketchum Street
                           Westport, CT  06880
                           Attn:  General Counsel
                           Facsimile:  203-226-4338

If to Distributor:         FairPoint Broadband, Inc.
                           c/o FairPoint Communications, Inc.
                           521 East Morehead Street, Suite 250
                           Charlotte, NC 28202
                           Attn:  Peter G. Nixon, Chief Operating Officer
                           Facsimile:  704-344-8143

-- with a copy to:         Shirley J. Linn, General Counsel
                           FairPoint Communications, Inc.
                           521 East Morehead Street, Suite 250
                           Charlotte, NC 28202
                           Facsimile:  704-344-1594

Article 9. INDEMNIFICATION

9.1  Indemnification   Obligations.   Artera  and  Distributor  each  agrees  to
     indemnify,  defend, and hold harmless the other party, its Affiliates,  and
     the officers, directors, employees and agents of all thereof (collectively,
     the  "Indemnified  Party")  against all  losses,  claims,  liabilities  and
     expenses (including  reasonable  attorneys' fees) (collectively,  "Losses")
     incurred on account of a suit,  claim or proceeding  purporting to be based
     on a failure  by the other  party  (the  "Indemnifying  Party")  to perform
     obligations under this Agreement.

9.2. Indemnification Procedures. The Indemnified Party shall promptly advise the
     Indemnifying   Party  of  any   suit,   claim  or   proceeding   for  which
     indemnification  is to be sought and shall cooperate with the  Indemnifying
     Party in the defense or settlement  thereof.  The Indemnifying  Party shall
     select,  retain and pay  counsel  in  connection  with such suit,  claim

                                       9
<PAGE>


     or proceeding,  subject to the Indemnified Party's consent, which shall not
     be unreasonably  withheld.  No settlement shall be made by the Indemnifying
     Party without the prior written  consent of the  Indemnified  Party,  which
     consent shall not be unreasonably withheld.

Article 10. WARRANTIES AND DISCLAIMER

10.1. Right to License.  Artera represents and warrants that (a) it is the owner
      or licensee of the Service (including the Subscriber Software);  (b) it is
      the owner, lessee or otherwise has the right to use the Data Center; (c)it
      has the right,  power and  authority  to grant Distributor  the rights and
      licenses as set forth in this Agreement; (d) to the best of its knowledge,
      the Service does not infringe any  intellectual property or other right of
      any third party in the Territory.

10.2. Disclaimer.  Except as specifically  set forth in this  Agreement,  Artera
      disclaims  any express or implied  warranty of the accuracy,  reliability,
      value or merchantability of the Service, or its suitability or fitness for
      any purpose.  Artera  disclaims all other warranties  of whatever  nature,
      express or implied.Except as otherwise set forth in this Agreement, Artera
      disclaims all liability for Losses resulting  from the use of the Service.
      This disclaimer  embraces  special, incidental,  punitive or consequential
      damages  and  damages  for  interruption  of  use  or  loss  or corruption
      of data.  Artera's terms of service shall contain similar disclaimers  and
      limitations of warranties with respect to Subscribers.

Article 11. MISCELLANEOUS

11.1. Books and  Records.  Upon  request of either party  hereto  with ten days'
      prior  notice,  the other  party  shall  make available  for review by the
      requesting  party such  books and  records as are reasonably  required  to
      demonstrate  compliance with the  obligations of this Agreement.  Requests
      hereunder may be made no more than once per calendar year, and may pertain
      only to the then current and immediately preceding calendar year.

11.2. Choice of Law, Jurisdiction and Venue. This Agreement shall be interpreted
      in accordance with the laws of the State of Connecticut (U.S.A.),  without
      regard to its conflict of law provisions.

11.3. Interpretation.  No  provision  of  this  Agreement shall  be  interpreted
      against a party solely  because  such party or its  attorney  drafted such
      provision.

11.4. Force Majeure.  In the event of delay in  performance under this Agreement
      due to unforeseeable causes beyond a party's reasonable control, including
      but not  limited to acts of God,  acts of the  government,  fires, floods,
      strikes, unusually severe weather("Events of Force Majeure"), the time for
      performance shall be  extended  for the  period  of the  delay;  provided,
      however, that the party  whose  performance  was so delayed  shall use all
      reasonable efforts to minimize the effects of any Event of Force Majeure.

11.5. Public Announcements.  Neither party may issue a public announcement about
      this Agreement unless the other party shall have approved the text thereof
      (which approval shall not be  unreasonably withheld) or unless required by
      applicable law  (including  but not

                                       10
<PAGE>


       limited to filings with the U.S. Securities and Exchange Commission).

11.6.  Independent Contractors.  Each party to this Agreement is an  independent
       contractor to  the  other  and  not  the  partner,  employer,   agent  or
       representative of the other.

11.7.  Assignment.  Neither party may assign this Agreement or any of its rights
       or  obligations  hereunder except  (a) to its Affiliates  and with  prior
       written notice to the other party; or (b) with the prio  written  consent
       of the other party which consent shall not be unreasonably withheld. This
       Agreement shall inure to the benefit of and be binding upon the  parties'
       successors and permissible assigns.

11.8.  Entire Agreement. This Agreement constitutes the entire agreement between
       the parties with respect to the subject  matter  hereof.  This  Agreement
       supersedes and replaces the Prior Agreements in their entirety, except
       that  (a)  Artera's  collection,  payment,  and  support  obligations  to
       Distributor and Distributor's  customers and End-Users (as defined in the
       Broadband  Agreement) shall  continue in accordance  with  Article 8 read
       thereof as if the Broadband Agreement had terminated by expiration of its
       term;  and  (b) all  other  obligations of Affiliates,  Distributors  and
       Broadband  accrued  through  the  date  hereof  made the Prior Agreements
       (except for obligations  with respect to License Fees under the Broadband
       Agreement) shall  survive the execution  and delivery of this  Agreement.
       Artera and  Distributor acknowledge,  however, that they are parties to a
       separate Finder Agreement of even date herewith,  which Finder  Agreement
       stands alone and is governed by its own terms.  Distributor,  in its sole
       discretion, may determine with respect to a specific  potential  reseller
       whether to enter  into a  Reseller  Agreement  in  accordance  with  this
       Agreement, or to refer such potential reseller to Artera  pursuant to the
       Finder Agreement.

11.9.  Amendments.  No amendment of any provision hereof shall be binding unless
       in writing and executed by both parties.

11.10. Severability.  If any part of  this  Agreement  is  declared  invalid  or
       unenforceable,  such   decision   shall  not   affect  the  validity   or
       enforceability of the remainder hereof.

11.11. Waivers.  No waiver of any  right or claim  under  this  Agreement  shall
       affect  the  right of the  waiving  party  to enforce  any other claim or
       right hereunder.

11.12. Insurance.  Artera shall at all times during the term of this  Agreement
       maintain  (a)   Commercial    General    Liability    Policy    including
       products/completed operations  with  limits  no less than  $2,000,000 per
       occurrence  and  $5,000,000   aggregate,  (b)   Workers  Compensation and
       Employers  Liability  per  state  statute  and  (c)  property  insurance
       including extended coverage in amounts at least equal to its replacement
       cost, providing  coverage for all  hardware owned by or leased to Artera,
       and all of the other properties and facilities of Artera in the
       Territory, necessary to the operation and use of the Service and the Data
       Center. The insurance maintained pursuant to this Section 11.12 shall (x)
       provide to Distributor thirty (30)days written notice of cancellation or
       lapse  in  coverage,  (y)  contain  an  appropriate  clause  in,  or  an
       endorsement  upon,  each policy  pursuant to  which the insurance company
       waives subrogation and (z) except  as to clause (a) above,  provide  that
       any losses shall be payable notwithstanding negligence  of  Artera.
       Furthermore,  all such policies shall

                                       11
<PAGE>


       be  placed  with an A- or better Best's  Rated  carrier  and  shall  list
       "FairPoint Communications, Inc.  and its wholly  owned  subsidiaries"  as
       Additional Insured.  Upon signing of this Agreement and every year during
       the term of this Agreement, Artera shall provide proof of these  policies
       by  issuing  a  certificate  of  insurance  and/or  sending   copies  of
       insurance  policies to the attention of the Risk Management Department at
       Distributor.


     IN  WITNESS  WHEREOF,  Artera  and  Distributor  have  duly  executed  this
Agreement as of the date first written above.


ARTERA GROUP, INC.                          FAIRPOINT BROADBAND, INC.


By:  /s/  Irv Lebovics                      By:  /s/  Peter G. Nixon
     ----------------------------------          -------------------------------
       Name:  Irv Lebovics                       Name:  Peter G. Nixon
              -------------------------                -------------------------
       Title: Sr. VP, Global Sales               Title: Chief Operating Officer
              -------------------------                -------------------------

     The undersigned,  FairPoint  Communications,  Inc., a Delaware corporation,
hereby  executes  this Master  Distributor  Agreement  soley for purposes of its
agreement to the  provisions  of Section 11.8 hereof as such section  relates to
the   Communiactions   Agreement   ,  and  for  no  other   purpose.   Faripoint
Communications  is otherwise  not a party to the  foregoing  Master  Distributor
Agreement.

FAIRPOINT COMMUNICATIONS, INC.


By:  /s/  Peter G. Nixon
     ----------------------------------
       Name:  Peter G. Nixon
              -------------------------
       Title: Chief Operating Officer
              -------------------------

                                       12
<PAGE>


                                                                    Schedule 1.8
                                                                    ------------


                                 LEVEL 1 SUPPORT

The  purpose  of Level 1 Support is to assist  Subscribers  and End Users in the
basic  installation and usage of the Service.  This includes  answering  general
questions to help  Subscribers and End Users  understand what the Service is and
how it provides a benefit to them.  Level 1 Support is responsible for assisting
Subscribers and End Users with the items listed below.  This list may be refined
as experience is gained and the Service evolves over time.

1.   Establishing  an  Internet   connection   (typically  via  Windows  Dial-Up
     Networking),  launching  a Web  browser and surfing to various Web sites on
     the Internet.

2.   Assisting in  downloading  the  Service's  End User  software,  running the
     Service's setup program,  installing the Service software on the End User's
     PC and, if necessary, surfing to the Service's Web site.

3.   Launching  and running the Service,  including  answering  basic  questions
     about the  system  configuration  needed for  running  the  Service  (i.e.,
     Windows  version,  memory,  hard disk space) as documented on the Service's
     Web site.

4.   Answering basic questions  about  navigating  within the Service's End User
     interface.

5.   Showing  Subscribers  and End Users how to know if the  Service is working.
     This includes pointing out the Network View, Activity View and SpeedBar.

6.   Confirming that the browser is actually forwarding its requests to the Data
     Center, by reviewing the Activity View and the browser's proxy settings.

7.   Assisting  an End  User  who  uses a  dialer  other  than  Windows  Dial-Up
     Networking  (e.g.,  Juno or  NetZero)  or who  uses a  browser  other  than
     Internet Explorer  (requiring  telling the End User how manually to set the
     browser's proxy settings).

8.   Verifying  that the  Subscriber  or End User has a Data  Center  connection
     online.

9.   Assisting in uninstalling the Service.

10.  Explaining  the  Service's  Firewall  and  how  to  disable  it if  desired
     (including  explaining the  ramifications  of disabling  it).  Assisting in
     opening additional ports in the Service's  Firewall.  The Subscriber or End
     User should be told that they should not run the  Service's  Firewall  with
     any other firewall.

11.  Assisting in adding sites into the  Service's  Site Blocking list and/or Ad
     Blocking  list.  Explaining  how Ad Blocking  removes ads and replaces them
     with "place holder"  graphics,  but that this can result in what appears to
     be "missing"  elements on the page.  Explaining how to turn off Ad Blocking
     if desired  (including  explaining that this will reduce the speed benefits
     of the Service).

                                       13
<PAGE>


12.  Explaining  how to change  the  image  quality  within  the  Service.  This
     includes  explaining  how to refresh the page once  quality has been set to
     "Best  Quality."  The  Subscriber  or End User should be informed of how to
     revert back to "Best Speed" image  quality  setting and that if they do not
     revert  back to "Best  Speed," the speed  benefits  of the Service  will be
     reduced.

13.  Explaining  what a cache is,  and how to adjust  its  settings  within  the
     Service.

14.  Explaining  what  settings in the  browser are changed  when the Service is
     running (including proxy settings,  the number of requests the browser will
     issue at one time and disablement of the browser's  cache).  The Subscriber
     or End User  should be told that when the  Service  is not  running,  or is
     uninstalled,  these  settings  in the  browser  are  changed  back to their
     original values.

15.  Answering  questions about obtaining  (i.e.,  downloading)  Service product
     updates and installing them.

                                       14
<PAGE>


                                                                    Schedule 2.2
                                                                    ------------


                               PROTECTED ACCOUNTS

Subject to Section 2.2 of this  Agreement,  this  Schedule 2.2 lists the initial
Protected  Accounts,  including any time  limitations or other  conditions  that
apply with respect thereto.  Unless otherwise  specified in writing, a person or
entity is a Protected  Account for an initial period of 3 months. If a Protected
Account does not enter into a Reseller  Agreement  with  Distributor  during the
initial  period,  such person or entity  automatically  ceases to be a Protected
Account as of the end of the initial period unless Artera grants extension(s) of
the  period  in  writing.  Each  such  extension  shall  be  for  an  additional
three-month period unless otherwise specified in writing.  Artera shall be under
no  obligation  to  grant  any  such  extensions.  If,  after  the  date of this
Agreement,  Distributor  proposes to add to the list of Protected Accounts or to
extend  a  Protected  Account  period,  Distributor  shall  provide  Artera  the
information  set forth  below and such  other  information  as is  requested  by
Artera. Any  misrepresentation  contained in a proposal by Distributor to add to
the list of  Protected  Accounts or to extend a Protected  Account  period shall
void the addition or extension,  notwithstanding  any consent to the addition or
extension by Artera.


                                                       End Date     Extended End
 Name of Protected      Division        Start Date        As          Date As
     Account               or           As Protected   Protected     Protected
 (Person or Entity)  Geographical Area     Account      Account       Account



                                See Attached List


                                       15
<PAGE>


                           Initial Protected Accounts
                            (as of November 1, 2003)


AFFILIATES
----------

Big Sandy Telecom Inc.
Bluestem Telephone Company
Chautauqua and Erie Telephone Corporation
China Telephone Co.
Chouteau Telephone Company
Columbine Telecom Company
C-R Telephone Company
Ellensburg Telephone Company
Fremont Telcom Co.
GTC Inc
Maine Telephone Co.
Marianna & Scenery Hill Telephone Company
Northland Telephone Company of Maine, Inc.
Odin Telephone Exchange Inc.
Peoples Mutual Telephone Company
Sidney Telephone Company
Standish Telephone Co.
STE/NE Acquisition Corp. d/b/a Northland Telephone of Vermont
The Columbus Grove Telephone Company
Sunflower Telephone Company, Inc.
Taconic Telephone Corporation
The El Paso Telephone Company
The Orwell Telephone Company
Yates City Telephone Company
YCOM Networks. Inc.                                   25
-------------------

WHOLESALE GROUPS
----------------

ARMSTRONG GROUP
GREAT LAKES GROUP
US CARRIER GROUP                                       3

WHOLESALE CLIENTS
-----------------
Bloomingdale Communications, Inc.
CP-Tel Network Services, Inc.
CT Communications, Inc.
Com Tech
Foothills Telephone Cooperative Corp.
GoldStar Communications, LLC
Green Mountain Long Distance Service
Gridley Communications, Inc.
Hayneville Long Distance
Heart of lowa Communications Cooperative
Leonore Mutual Telephone Company
Mid-Maine Long Distance
Millry Communication, Inc.
Mulberry Cooperative Telephone Co., Inc.
People's Rural Telephone Cooperative
Ringgold Telephone Company, Inc.
RTC Long Distance
Shoreham Long Distance
TalkingNets Holdings, LLC.
Waiwick Valley Telephone Company
Webster-Calhoun Cooperative
Westelcom Network, Inc.                               22

Total                                                 50


Fairpoint Communications Confidential         11/18/2003                  Page 1

<PAGE>


                                                                    Schedule 3.2
                                                                    ------------


                                     ROYALTY


The Royalty is payable in U.S.A.  dollars.  The monthly Royalty amounts, per End
User, are as follows:

1.      Residential Subscribers. The monthly Royalty amount for each residential
End  User is  based  on  whether  the  Reseller  through  which  Distributor  is
distributing  the Service is an Internal  Reseller and on whether  Artera or the
Reseller  associated  with such End User  provides  and operates the Data Center
serving such End User and/or performs  billing with respect to such End User, as
described in this Agreement, as provided in the table below.

<TABLE>

                    ---------------------- ----------------------  ---------------------- ---------------------
                      Reseller Billing         Artera Billing          Reseller Billing        Artera Billing
                       Reseller Data           Reseller Data             Artera Data            Artera Data
                          Center                  Center                   Center                 Center
------------------- ---------------------- ----------------------- ---------------------- ---------------------
<S>                        <C>                                             <C>
Internal Reseller          $0.75                   N/A                     $1.25                   $N/A
------------------- ---------------------- ----------------------- ---------------------- ---------------------
  Other Reseller           $0.75                  $1.35                    $1.35                  $1.95
------------------- ---------------------- ----------------------- ---------------------- ---------------------
</TABLE>


2.      Small Business and Government  Entity  Subscribers.  The monthly Royalty
amount for each End User of a Small Business or Government  Entity Subscriber is
based on the number of End Users within the applicable Subscriber and on whether
Artera or the Reseller  associated  with such End User provides and operates the
Data Center serving such End User as described in this Agreement, as provided in
the table below. Small Business or Government Entity Subscribers with under five
End Users shall be treated as if they had five End Users, with a Royalty that is
five times the amount in the table.

------------------------      ------------------------   -----------------------
   No. of End Users                  Reseller                   Artera
  Within Subscriber                 Data Center               Data Center
------------------------      ------------------------   -----------------------
        5 - 9                          $2.15                     $2.50
------------------------      ------------------------   -----------------------
       10 - 24                         $2.03                     $2.38
------------------------      ------------------------   -----------------------
       25 - 49                         $1.90                     $2.25
------------------------      ------------------------   -----------------------
     50 or above                       $1.65                     $2.00
------------------------      ------------------------   -----------------------
     Road Warrior                                   + $2.50
------------------------      ------------------------   -----------------------


"Road  Warrior"  refers to a version of the Service  used with mobile  computers
that at times may be  connected  to the  Internet  through a local area  network
(LAN),  and at other times may be  connected  to the  Internet  on a  standalone
basis.  The Royalty for a Road Warrior End User is the sum of (a) the applicable
ordinary  Royalty amount  described  above plus (b) the applicable  Road Warrior
amount described above.

                                       16
<PAGE>


                                                                    Schedule 3.3
                                                                    ------------


                        BILLING, COLLECTIONS AND PAYMENTS

For each Reseller,  Distributor  shall designate whether such Reseller or Artera
shall perform Service Fee billing and related services, as follows:

1.   Billing by Reseller:

     (a)  The Reseller shall bill the Subscriber each month. Upon receipt of the
          Service Fee, the Reseller shall deduct and retain any amount due to it
          under its Reseller Agreement.  The Reseller shall pay the remainder of
          such  Service  Fee  to   Distributor.   From  such  amount   received,
          Distributor shall pay Artera the Royalty.  Payments by the Reseller to
          Distributor  shall be made by the 15th day of the calendar month,  for
          Service  Fees  received by the Reseller  during the previous  calendar
          month,  by wire  transfer  to an  account  specified  by  Distributor.
          Payments  by  Distributor  to  Artera  shall be made by the end of the
          calendar month,  for amounts received by Distributor from the Reseller
          between the 15th day of the previous  calendar  month and the 15th day
          of  the  current  calendar  month,  by  wire  transfer  to an  account
          specified  by  Artera.  If a  Reseller  is  late  in  its  payment  to
          Distributor,  Distributor  will  send to  Artera a  planned  course of
          action  within  five (5) days of due date and Artera  and  Distributor
          will  agree on a course of action  within  five (5) days of receipt of
          recommendation,  including  agreement on which party shall bear future
          collection  risk  if  such  risk is not  otherwise  eliminated  by the
          parties' agreed course of action. If Artera and Distributor are unable
          to agree upon a course of action, Distributor, in its sole discretion,
          may  immediately  terminate such Reseller,  and upon notice thereof to
          Artera, Distributor shall have no liability to Artera for Royalties on
          Subscriptions  related to such  Reseller and accrued after the date of
          such notice.

     (b)  To further  assist  Artera in  calculating  the  Royalty and to enable
          Resellers to activate  and  de-activate  End User the  Reseller  shall
          implement an electronic interface, as reasonably agreed upon by Artera
          and the  Reseller,  between  the  Reseller's  back  office and the CRM
          System. Such interface shall be via the Service's  application program
          interface (the "API") and shall pass to the CRM System,  at a minimum,
          the End User's (or  prospective  End User's) name,  e-mail address and
          unique  identifier  number from the Reseller,  the  Reseller's  unique
          identifier  number from Artera and the Artera  product  identification
          number.  The Reseller  shall also  establish a non-public Web page and
          provide  its  address  and access to it to Artera,  so that Artera may
          report Service  activations,  de-activations and similar  transactions
          with  Subscribers as described in the API  documentation.  Distributor
          shall take  reasonable  steps to evaluate  the  creditworthiness  of a
          prospective Reseller prior to authorizing it to resell the Service.

2.   Billing by  Artera:  Artera  shall bill the  Subscriber  each  month.  Upon
     receipt of the Service  Fee,  Artera  shall  deduct and retain the Royalty.
     Artera  shall  pay  the  remainder  of  such  Service  Fee to  Distributor.
     Distributor shall, in timely fashion, pay the Reseller any amount due to it
     under its Reseller  Agreement.  Payments by Artera to Distributor  shall be
     made by

                                       17
<PAGE>


     Artera to  Distributor by wire transfer once per month unless such payments
     are greater than ten  thousand  dollars  ($10,000)  per month in which case
     payments shall be made no less  frequently  than twice monthly,  on the 1st
     day (for  amounts  received  from the 16th day  through the last day of the
     proceeding  calendar  month) and the 16th day of the  calendar  month,  for
     Service  Fees  received  by Artera from the 1st day through the 15th day of
     the then  current  month.,  by wire  transfer  to an account  specified  by
     Distributor.

3.   Subscription Periods Greater Than One Month: Notwithstanding the foregoing,
     Subscription   periods  may  be  greater  than  one  month  (e.g.,   annual
     Subscriptions). In such event, (a) the Royalty shall be based on the number
     of months within the Subscription period notwithstanding any discount given
     by the  Reseller to the  Subscriber  (unless  Artera  agrees  otherwise  in
     writing in advance); and (b) the Royalty for the entire Subscription period
     shall accrue to Artera in the first month of such Subscription period.

4.   Service Fee: The following Service Fee billing practices apply:

     (a)  the billing is full month for each  Subscriber who licenses a Licensed
          Product billed in advance for the current subscription period;

5.   Collection Risk: The risk of  uncollectibility  from  Subscribers  shall be
     borne by the  Reseller,  regardless  of the party that performs the billing
     with respect to the  Subscriber in question (or if performed by a Reseller,
     then as between Artera and Distributor, by Distributor.) Master Distributor
     or its Reseller  Distributor's  agreements  with its Reseller shall require
     that, if such Reseller performs the billing, they remit the Services Fee to
     Distributor,  regardless of whether the Reseller has actually collected the
     Service Fee from the Subscriber. Unless modified by the parties pursuant to
     an agreed course of action pursuant to the final sentence of paragraph 1(a)
     above,  the  risk of  uncollectibility  from  Resellers  shall  be borne by
     Distributor

6.   Collection  Agency:  Distributor  and Artera  acknowledge and agree that by
     providing billing services under this Agreement and Schedule (for instance,
     as provided in paragraph 2 above),  Artera is acting solely as a collection
     agent for  Distributor,  and as such it holds all Service Fees  received in
     trust for  Distributor.  Artera is  authorized,  in its role as  collection
     agent,  to cause  itself to be paid its  Royalties  on all Service  Fees it
     collects, in a manner consistent with this Schedule 3.3.

7.   Setoffs: In the event either party fails to remit to the other when due any
     amounts  payable under this  Schedule 3.3,  within ten (10) days of the due
     date,  such  other  party  shall have the right to offset or  withhold  any
     amounts unpaid from any payments otherwise due from it to the party failing
     to remit under this Schedule 3.3.

8.   Miscellaneous:  Subject to the  provisions  of  paragraph 5 above,  Royalty
     payments shall be based on  subscriptions  to the Service,  irrespective of
     actual  Service Fee  collections  and  irrespective  of amounts paid by the
     Reseller  to  Distributor.   For  Small  Business  and  Government   Entity
     Subscribers,  the  designation  of who performs  billing,  collections  and
     payments as described  above shall not affect the Royalty  amount.  The one
     performing

                                       18
<PAGE>


     billing,  collections  and payments with respect to a Subscriber  shall (a)
     collect and pay to the appropriate governmental authorities all sales, use,
     VAT,  excise and  similar  taxes due with  respect to the  Service  Fees so
     processed  and satisfy all  reporting  and filing  requirements  associated
     therewith;  and (b) keep records of all such billing,  collection,  payment
     and tax  transactions in sufficient  detail to demonstrate  compliance with
     the  procedures  set forth  herein.  Artera  and  Distributor  may agree in
     writing  from  time to time,  generally  or in  connection  with  specified
     Resellers,  to modify the procedures set forth herein,  consistent with the
     overall purposes and intent of this Agreement.  If a Reseller is performing
     billing,  collections  and payments,  its Reseller  Agreement shall require
     such Reseller to take the actions described for it herein.


                                       19
<PAGE>


                                                                    Schedule 3.4
                                                                    ------------


                              RESELLER DATA CENTERS

1.   Each Data Center  shall be located at the  applicable  Reseller's  premises
     unless Artera agrees otherwise in writing in advance.

2.   Artera shall  remotely  install its Data Center  software on the Reseller's
     Data  Center  server  (the  "Server")  so that the  software  functions  in
     accordance  with  Artera's  specifications.   Artera  shall  maintain  such
     software  on the  Server  and shall  remotely  install  on the  Server  any
     upgrades to such software as they become available.

3.   The minimum  technical  specifications  for each Data  Center,  based on an
     assumption of 7,000 total End Users, are as follows:

     o    Intel Pentium III, 1.3GHz or better (single processor)
     o    1GB RAM
     o    40GB hard drive
     o    CD-ROM drive
     o    Windows  2000 Server or Windows 2000 Advanced  Server
     o    Dual on-board NICs (10x100)
     o    5Mb of  bandwidth, burstable to 10Mb

     For a Data Center  serving  14,000 total End Users,  the minimum  technical
     specifications  are as above,  but with one  additional  Intel Pentium III,
     1.3GHz or better  processor  and 1GB of  additional  RAM.  For Data Centers
     serving   other  numbers  of  total  End  Users,   the  minimum   technical
     specifications  shall be as  proposed  by Artera and  agreed  upon with the
     applicable Reseller.

4.   Irrespective of its  configuration or the number of End Users served by it,
     the Reseller's Data Center shall provide  performance  levels comparable to
     Artera's  own  Data  Centers  and  shall  have  the  following   additional
     characteristics:

     o    Dedicated Server approved in advance by Artera
     o    Server must have unrestricted outbound access to the Internet
     o    End Users must have inbound access to the Server on port 8081
     o    Artera  must have  access to the Server via PC  Anywhere  or  Terminal
          Services
     o    Reseller must provide  Artera with the public  Internet  Protocol (IP)
          address of the Server so that  Artera may  provide the proper End User
          software
     o    Artera  must have a trial  dial-up  account  from  Reseller to confirm
          proper configuration, access and quality of service performance of the
          Server

5.   If a Reseller's Data Center ceases to be operational,  the End Users served
     by such Data Center shall be automatically  redirected to Artera's own Data
     Center,  by which such End Users shall be served until the Reseller's  Data
     Center is once again  operational.  The Reseller  shall use best efforts to
     return  its Data  Center to  operational  status.  If this is not

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     achieved  within 72 hours of the start of the outage and the outage was not
     caused by Artera's  Data Center  software,  then,  after the end of such 72
     hours,  for each  calendar day (or part  thereof) that an End User accesses
     Artera's Data Center, the Royalty payable by Distributor for such End User,
     for the applicable month, shall be increased by $.10.

6.   The Reseller  Agreement of each  Reseller  providing  and  operating a Data
     Center  shall  incorporate  the  specifications  and  procedures  set forth
     herein.

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                                                                    Schedule 4.3
                                                                    ------------

                                  DELIVERABLES

Within 30 days of the date of this  Agreement,  Artera will  supply  Distributor
with the following Deliverables:

1.   Subscriber Software downloadable from the Internet.

2.   Service documentation downloadable from the Internet.

3.   Reproducible   Subscriber   Software   installation   CD,  which   includes
     documentation.

4.   Sales presentations and literature in electronic form.

5.   Technical presentations in electronic form.

6.   Password necessary for access to the CRM System.

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