CONFIDENTIAL


                                    AMENDMENT
                                     TO THE
                  SERVICE ORDER AGREEMENT TERMS AND CONDITIONS
                                     BETWEEN
                             XO COMMUNICATIONS, INC.
                                       AND
                          DIRECT PARTNER TELECOM, INC.

      This  Amendment  ("Amendment")  to Service Order  Agreement  dated October
24th, 2003 (hereinafter referred to as the "Agreement") is made and entered into
this day of  October,  2003  ("Amendment  Effective  Date")  by and  between  XO
COMMUNICATIONS,  INC, on behalf of its operating subsidiaries and affiliates,  a
Delaware corporation (such subsidiaries and affiliates hereinafter  collectively
referred  to as "XO").  whose  principal  place of  business is located at 11111
Sunset Hills Road, Reston, VA 20190 and DIRECT PARTNER TELECOM,  INC., a Florida
corporation  (hereinafter  referred  to  as  "Customer"  and  together  with  XO
collectively referred to as the "Parties"), whose principal place of business is
located at 110 East Broward Blvd., 11th Floor, Ft. Lauderdale, FL 33301.

      In consideration  of the mutual promises and covenants  herein  contained,
the Parties hereby mutually agree as follows:

1. Capitalized  terms not otherwise  defined herein shall have the meaning given
them in the Agreement.  Except as specifically  set forth herein,  all terms and
conditions of the Agreement shall remain in full force and effect.

2. MINIMUM COMMITMENT

            A. In exchange  for the  Customer's  continued  compliance  with the
terms and conditions of the  Agreement,  its payment of all sums pursuant to the
Agreement and maintenance of the Minimum Minute Commitment, hereinafter defined,
Customer may receive for the Term of the  Agreement,  as such Term is defined in
the Service  Order  Agreement  attached  hereto as Exhibit A, the [___*___] for
domestic  terminating IP transport  service
("DIPT  Services")  as set forth on the Service Order  Agreement.  The [___*___]
      apply only to DIPT Services set forth in the SOA. [___*___] will
apply to all other  services  ordered or used by  Customer  unless  specifically
agreed to otherwise in writing by an authorized XO party.

                  i. Rate  Adjustment.  The  Customer  hereby  acknowledges  and
agrees  that the  [___*___] for DIPT  Services as set forth in Appendix l
[___*___] may increase in the event XO's cost  associated  with
DIPT  Service  increases  at any time during the Term of the  Agreement,  or any
extension  thereof.  XO will provide  Customer  with five (5) days prior written
notice of any increase and the new rate will  automatically  become effective on
the 6th day from the date of such  notice.  [___*___]

            B. MONTHLY MINUTE  MINIMUM.  Immediately  following the ramp period,
hereinafter  defined,  and continuing for the Term of the Agreement (15 months),
Customer agrees to maintain a minimum monthly usage of [___*___]



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minutes of DIPT Service (the "Minimum Minute Commitment" or "MMC"). If the first
month  in  which  the MMC is  required  is not a full  month,  the  MMC  will be
pro-rated.  In the event Customer does not meet the MMC for any month during the
Term or any extension  thereof  following  the Ramp Period,  XO shall charge and
Customer agrees to pay a Shortfall  Charge.  The "Shortfall  Charge" shall be an
amount  equal  to  the  difference   between  the  Minimum   Minute   Commitment
[___*___] and Customer's  actual minutes of use of DIPT Service for the month
multiplied  by the  Average  Per-Minute  Rate.  The  "Average  Per-Minute  Rate"
("APMR")  equals the average rate per minute  charged to Customer by XO for DIPT
Service  during the ninety (90) day period  preceding  the date of the Shortfall
Charge  calculation.  [For example,  Customer's minutes of usages during a month
after the Ramp Period equals  [___*___].  Shortfall minutes equal [___*___] (MMC
less  [___*___]).  The  Shortfall  Charge  would  equal  the  [___*___]  minutes
multiplied by the AMPR.  Assuming the APMR for the 90 days preceding the date of
calculation of the Shortfall Charge is $0.0116, the Shortfall Charge would equal
[___*___] In the event of a default or termination  under Section
J of the XO Terms, and in lieu of the early termination charges set forth in the
XO Terms,  Customer agrees, as liquidated  damages,  to pay an early termination
charge equal to the MMC for the remaining Term of the Agreement (MMC  multiplied
by the number of months  remaining in the Term) multiplied by the APMR (based on
the 90 day average immediately preceding the date of termination).

            C. Ramp.  Customer shall have the first ninety (90) days of the Term
(the "Ramp  Period")  following  the  Service  Commencement  Date to achieve the
Minimum  Minute  Commitment.  The Customer shall not be subject to the Shortfall
Charge  during the Ramp Period.  During the Ramp Period,  Customer  shall pay XO
usage charges based on the Preferred  Rate set forth in Section 5.B above and is
responsible for the payment of any and all other amounts due and owing under the
Agreement. Immediately following the expiration of the Ramp Period (beginning on
the 91st day of the Term) and continuing for the Term of the Agreement,  and any
extension thereof, the Customer agrees to achieve and maintain the MMC and shall
be subject to, and agrees to pay, the Shortfall Charge as calculated hereunder.

3. CUSTOMER  HEREBY  REPRESENTS AND WARRANTS THAT IT IS NOT RELYING ON XO IN ANY
WAY TO PROVIDE  911,  E911 OR ANY OTHER  EMERGENCY  SERVICES  ("911  SERVICES").
Customer  warrants and represents  that it assumes all liability for any and all
911  SERVICES  associated  directly  and  indirectly  with its  services  to its
customers  or to any holder of a telephone  number  issued by XO pursuant to the
Agreement and this  Amendment  ("End-User").  Customer  agrees that XO shall not
incur any liability,  direct or indirect,  to any End-User who dials or attempts
to dial the digits  "9-1-1"  or any other  emergency  services  number or to any
other  person who may be affected  by the  dialing of the digits  "9-1-1" or any
other emergency services number. Customer hereby acknowledges and agrees that it
is fully  responsible  for all costs and expenses  associated with 911 SERVICES,
including  but not  limited to any and all state and local  authorities  for the
funding  of  911  SERVICES,  911  assessments,  taxes  and  the  like.  Customer
represents and warrants that it is responsible for all costs associated with any
state or local  911-board  assessments,  existing  now or at any time during the
term of the Agreement and its renewal periods, including any assessment based on
telephone numbers instead of access lines.

4. In the event  Customer is  requesting  Directory  Listing  Services  from XO,
Customer   agrees,   represents   and  warrants   that  it  has  all   requisite
authorizations  to provide end-user  information to XO for purposes of Directory
Listings.   Customer  must  send  XO  complete  and  accurate  end-user  listing
information for Directory  Listings using the forms and process specified by XO.
Customer must provide to XO accurate end-user  information to ensure appropriate
listings in any  databases  in which XO is required  to retain  and/or  maintain
end-user information.


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Customer is  responsible  for and assumes all  liability for the accuracy of the
initial end-user information that Customer provides to XO and is responsible for
and assumes all liability for timely and accurately  updating such  information.
XO assumes no liability for the accuracy of information provided by Customer.

5. In the  event XO  receives  a valid  request  by a third  party  carrier  for
customer proprietary network information,  including but not limited to customer
service records, related to a telephone number assigned by XO to Customer and/or
Customer's  End-Users,  Customer  hereby  authorizes  XO  to  provide  any  such
information in XO's  possession to the third party carrier.  If XO does not have
information  sufficient  to  satisfy  the  request by the third  party  carrier,
Customer  hereby  authorizes  XO to instruct such third party carrier to contact
Customer  directly  and  Customer  shall  provide  any such  information  in its
possession  to the third  party  carrier  consistent  with  industry  standards.
Customer hereby  acknowledges  and agrees that XO is not providing  "porting in"
services  under the Agreement.  Customer  further  acknowledges  that a separate
written agreement would be necessary if it were to order such services from XO.

6. ENHANCED SERVICES CERTIFICATION

      A. The parties agree that Customer has requested that XO terminate certain
Customer  traffic to the LATA and  NPA-NXX  list  defined in  APPENDIX 1 to this
Agreement.  The NPA-NXX list may be updated  periodically  and Customer  will be
notified  accordingly.  The parties acknowledge that XO may temporarily restrict
the services from being  provided to specific  LATA's and/or  NPA-NXXs  based on
XO's sole  discretion,  e.g.,  traffic volume.  To the extent XO is, through the
normal course of network  changes,  eliminating  NPA-NXXs to specific  LATAs, XO
will provide  Customer with as much advance notice as is  practicable  under the
circumstances  as well as  provide  a route  advancement  to the next  available
carrier  based on the LCR table choices  provided by Customer.  Customer will be
required to provide a valid Address  Number  Indicator  (ANI),  according to the
North American  Numbering  Plan, as defined in the Local Exchange  Routing Guide
(LERG),  volume 6. Calls with no valid ANI will be  rejected.  XO will work with
Customer to assist in the re-routing of calls received with no ANI.

      B.  Customer  hereby  certifies  that it is an enhanced  service  provider
eligible to purchase  intrastate  services  instead of  interstate  access under
applicable  rules of the Federal  Communications  Commission  ("FCC").  Customer
further  certifies  that any circuits  provided to Customer by XO that carry ten
percent  (10%) or more  interstate  traffic  will be used by Customer  solely to
provide  Internet  access,  Internet  Provider  ("IP") service or other enhanced
services.  Customer  acknowledges  and  agrees  that any  circuits  provided  to
Customer by XO that carry ten percent (10%) or more interstate  traffic that are
not to be used by Customer  solely to provide  Internet  access,  IP services or
other enhanced  services will be provided under the rates,  terms and conditions
of XO's applicable FCC access Tariffs rather than this Agreement. Customer shall
sign a  statement  of  Certification  for FCC  exemption  for  Enhanced  Service
Providers/Internet  Service Providers so that Customer may purchase service from
this Agreement and applicable state jurisdictional Tariffs.

      C.  Customer  agrees that, if another  carrier  and/or  regulatory  agency
determines  it is necessary  to audit or  investigate  the traffic  which is the
subject  of  this   Certification,   Customer   will   cooperate   in  any  such
investigation.  In addition,  to the extent any third party  attempts to recover
access charges from XO as a result of such audit/investigation,  Customer agrees
that it will indemnify XO for any and all costs  resulting from such third party
actions.  This does not prohibit  Customer from challenging  charges assessed by
the third party or the  classification  of its traffic  being  subject to access
charges.


<PAGE>

CONFIDENTIAL


      D. In addition to the underlying  indemnification  provisions set forth in
the applicable  service  agreement,  Customer  and/or end user shall  indemnify,
defend and hold harmless XO and its parent  company,  affiliates,  subsidiaries,
employees,  directors, officers, and agents from and against any and all claims,
demands, actions, causes of actions, damages, liabilities,  losses, and expenses
(including  reasonable  attorney's  fees)  incurred  as a result of third  party
claims  related to any  Customer  representations  herein  regarding  Customer's
traffic and Customer's use of services,  including but not limited to,  Enhanced
Service Provider Certification set forth above.

7. Customer hereby acknowledges and agrees that it is the customer of record for
all  Services  purchased  from XO. XO shall take  orders  from,  bill and expect
payment from Customer for all Services.  Customer hereby acknowledges and agrees
that  XO has  no  responsibility  to  Customer's  End-Users.  In  the  event  XO
terminates Customer's Services under the Agreement,  Customer represents that it
is  responsible  for providing any and all necessary  notice to its End-Users of
such  termination.  In no case shall XO be responsible for providing such notice
to Customer's End-Users.

8. Customer  represents and warrants that it is liable for all fraud  associated
with  Customer  provided  services,  including  service  to  its  End-Users  and
accounts.  XO takes no  responsibility,  will not investigate,  and will make no
adjustments  to Customer's  account in cases of fraud,  unless such fraud is the
direct result of or caused solely by any intentional act or gross  negligence of
XO.

9. Customer  agrees that XO has full  discretion to limit  Customer's  access to
numbers and area codes  depending  upon XO's available  numbering  resources and
applicable  federal,   state  or  other  numbering   administration   rules  and
regulations.

10. Neither the Agreement nor this Amendment  provides for billing or collection
services to be  performed  by XO for Customer  regarding  Customer's  End-Users.
Customer's  obligations to XO under the Agreement,  including but not limited to
the obligation of payment,  are independent from and are in no way diminished by
Customer's End-Users failure to perform any obligations to Customer.

11.  Customer  agrees to release,  defend,  indemnify  and hold harmless XO, its
parent,  subsidiaries  and  affiliates  and each of the XO officers,  directors,
employees,  agents, partners,  members and shareholders from and against any and
all losses,  damages,  claims, demands,  suits,  liabilities,  fines, penalties,
obligations,  settlement payments,  awards,  judgments,  deficiencies,  or other
charges  and  any and all  expenses,  including  attorney's  fees,  incurred  in
connection with investigating, defending or asserting any claim, action, suit or
proceeding,  whether based in contract,  tort or otherwise arising out of, or in
connection with this Agreement as herein  amended,  including but not limited to
Customer's  provision  of End-User  information  to XO,  including  any error or
omission in any directory listing.

12.  Neither  party may assign its rights or  obligations  under this  Agreement
without the other party's prior written consent, which shall not be unreasonably
withheld; provided, however, a party may, without the other party's consent upon
giving notice to the other party,  assign its rights and  obligations  (in whole
but not in part)  hereunder to (i) an Affiliate  (as defined  below) or (ii) any
person or entity  who buys or is  transferred  all or  substantially  all of the
party's  assets or equity and  satisfies,  in advance  of any  assignment,  XO's
credit  requirements  related to this  Agreement and the Services  purchased and


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CONFIDENTIAL


provided  hereunder.  Any attempted  assignment in Agreement as herein  amended,
including but not limited to Customer's provision of End-User information to XO,
including any error or omission in any directory listing.

12.  Neither  party may assign its rights or  obligations  under this  Agreement
without the other party's prior written consent, which shall not be unreasonably
withheld; provided, however, a party may, without the other party's consent upon
giving notice to the other party,  assign its rights and  obligations  (in whole
but not in part)  hereunder to (i) an Affiliate  (as defined  below) or (ii) any
person or entity  who buys or is  transferred  all or  substantially  all of the
party's  assets or equity and  satisfies,  in advance  of any  assignment,  XO's
credit  requirements  related to this  Agreement and the Services  purchased and
provided hereunder. Any attempted assignment in violation of the foregoing shall
be null and void and of no force or effect.  The parties' rights and obligations
will bind and inure to the benefit of their respective  successors and permitted
assigns.  "Affiliate"  means any person or entity that  directly  or  indirectly
controls,  is  controlled  by or is under common  control with the party and who
satisfies,  in advance of any assignment,  XO's credit  requirements  related to
this Agreement and the Services purchased and provided hereunder.

13. This  Amendment  and the  Agreement  as amended  herein,  together  with any
applicable  tariffs,  sets forth the entire  understanding  of the  parties  and
supersedes any and all prior agreements, arrangements or understandings relating
to the subject matter hereof, The Agreement,  including this Amendment,  may not
be  amended  or  modified  unless  mutually  agreed to in  writing  executed  by
authorized  representatives  of the parties.  Electronic Mail shall in no way be
considered a "writing" sufficient to change,  modify, extend or otherwise affect
the terms of the Agreement.

      IN  WITNESS   WHEREOF,   the  parties  have  executed  this  Amendment  by
representatives  duly  authorized as of the Amendment  Effective  Date set forth
above.



XO COMMUNICATIONS, INC., ON BEHALF                  DIRECT PARTNER TELECOM, INC.
OF ITS OPERATING SUBSIDIARIES AND AFFILIATES

BY:                                                 BY: /s/ Edward A. Cespedes
   ---------------------------------                   -------------------------
NAME:                                                  NAME: Edward A. Cespedes

TITLE: SVP                                             TITLE: President

<PAGE>


CONFIDENTIAL


                                    EXHIBIT A
                             SERVICE ORDER AGREEMENT



<PAGE>


CONFIDENTIAL


                                   APPENDIX 1
                           [___*___] Based Pricing Plan

The Customer hereby acknowledges and agrees that the [___*___] for DIPT Services
as set forth in this Appendix 1 ([___*___] Price Plan) may increase in the event
XO's cost associated with DIPT Service  increases at any time during the Term of
the Agreement,  or any extension thereof. XO will provide Customer with five (5)
days prior  written  notice of any increase and the new rate will  automatically
become effective on the 6th day from the date of such notice.




<PAGE>
CONFIDENTIAL

                                   AMENDMENT
                                     to the
                  SERVICE ORDER AGREEMENT TERMS AND CONDITIONS
                                    between
                            XO Communications, Inc.
                                      and
                         Direct Partners Telecom, Inc.

      This Amendment  ("Amendment")  to Service Order  Agreement dated 7/30/2003
(hereinafter referred to as the "Agreement") is made and entered into this __day
of July, 2003 ("Amendment  Effecftive  Date") by and between XO  Communications,
Inc.,  on  behalf of its  operating  subsidiaries  and  affiliates,  a  Delaware
corporation (such subsidiaries and affiliates hereinafter  collectively referred
to as "XO"),  whose principal place of business is located at 11111 Sunset Hills
Road,  Reston,  VA 20190  and  Direct  Partners,  Inc.,  a  Florida  corporation
(hereinafter  referred  to as  "Customer"  and  together  with  XO  collectively
referred to as the "Parties"),  whose principal place of business is located at
110 East Broward Blvd., Ft. Lauderdale, FL 33301.


      In consideration  of the mutual promises and covenants  herein  contained,
the Parties hereby mutually agree as follows:

      1. Capitalized  terms not otherwise  defined herein shall have the meaning
given them in the Agreement.  Except as specifically set forth herein, all terms
and conditions of the Agreement shall remain in full force and effect.

      2. CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT IT IS NOT RELYING ON XO IN
ANY WAY TO PROVIDE  911,  E911 OR OTHER  EMERGENCY  SERVICES  ("911  SERVICES").
Customer  warrants and represents  that it assumes all liability for any and all
911  SERVICES  associated  directly  and  indirectly  with its  services  to its
customers  or to any holder of a telephone  number  issued by XO pursuant to the
Agreement and this  Amendment  ("End-User").  Customer  agrees that XO shall not
incur any liability,  direct or indirect,  to any End-User who dials or attempts
to dial the digits  "9-1-1"  or any other  emergency  services  number or to any
other  person who may be affected  by the  dialing of the digits  "9-1-1" or any
other emergency services number. Customer hereby acknowledges and agrees that it
is fully responsible for all costs and expenses  associated with 911 SERVICES,
including  but not  limited to any and all state and local  authorities  for the
funding  of  911  SERVICES,  911  assessments,  taxes  and  the  like.  Customer
represents and warrants that it is responsible for all costs associated with any
state or local  911-board  assessments,  existing nor or any  time during the
term of the Agreement and its renewal periods, including any assessment based on
telephone numbers instead of access lines.

      3. In the event Customer is requesting Directory Listing Services from XO,
Customer   agrees,   represents   and  warrants   that  it  has  all   requisite
authorizations  to provide end-user  information to XO for purposes of Directory
Listings.   Customer  must  send  XO  complete  and  accurate  end-user  listing
information for Directory  Listings using the forms and process specified by XO.
Customer must provide to XO accurate end-user  information to ensure appropriate
listings in any  databases  in which XO is required  to retain  and/or  maintain
end-user information.  Customer is responsible for and assumes all liability for
the accuracy of the initial end-user  information that Customer  provides to XO
and is  responsible  for and assumes  all  liability  for timely and  accurately
updating  such  information.  XO  assumes  no  liability  for  the  accuracy  of
information provided by Customer.

      4. In the event XO receives a valid  request by a third party  carrier for
customer proprietary network information,  including but not limited to customer
service records, related to a telephone number assigned by XO to Customer and/or
Customer's  End-Users,  Customer  hereby  authorizes  XO  to  provide  any  such
information in XO's  possession to the third party carrier.  If XO does not have
information  sufficient  to  satisfy  the  request by the third  party  carrier,
Customer  hereby  authorizes  XO to instruct such third party carrier to contact
Customer  directly  and  Customer  shall  provide  any such  information  in its


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possession  to the third  party  carrier  consistent  with  industry  standards.
Customer hereby  acknowledges  and agrees that XO is not providing  "porting in"
services  under the  Agreement.  Customer  hereby  acknowledges  that a separate
written agreement would be necessary if it were to order such services from XO.

      5. With  regard to the  Customer's  services  to its  End-Users,  Customer
represents and warrants that all such Customer-provided  services rendered by it
and related to the  Agreement or this  Amendment  shall be  designed,  produced,
installed,  furnished and in all respects provided and maintained in conformance
and compliance with applicable federal, state and local laws, administrative and
regulatory  requirements and any other authorities having  jurisdiction over the
subject matter of the Customer-provided services and it shall be responsible for
applying for,  obtaining and maintaining all  registrations  and  certifications
which may be required by such authorities.

      6.  Customer  hereby  acknowledges  and agrees that it is the  customer of
record for all Services  purchased from XO. XO shall take orders from,  bill and
expect payment from Customer for all Services.  Customer hereby acknowledges and
agrees that XO has no  responsibility to Customer's  End-Users.  In the event XO
terminates Customer's Services under the Agreement,  Customer represents that it
is  responsible  for providing any and all necessary  notice to its End-Users of
such  termination.  In no case shall XO be responsible for providing such notice
to Customer's End-Users.

      7.  Customer  represents  and  warrants  that it is  liable  for all fraud
associated with Customer  provided  services, including service to its End-Users
and accounts. XO takes no responsibility, will not investigate, and will make no
adjustments  to Customer's  account in cases of fraud,  unless such fraud is the
direct result of or caused solely by any intentional act or gross  negligence of
XO.

      8. Customer agrees that XO has full discretion to limit Customer's  access
to numbers and area codes depending upon XO's available  numbering resources and
applicable  federal,   state  or  other  numbering   administration   rules  and
regulations.

      9. Customer agrees to release, defend, indemnify and hold harmless XO, its
parent,  subsidiaries  and  affiliates  and each of the XO officers,  directors,
employees,  agents, partners,  members and shareholders from and against any and
all losses,  damages,  claims, demands,  suits,  liabilities,  finds, penalties,
obligations,  settlement payments,  awards,  judgments,  deficiencies,  or other
charges  and  any and all  expenses,  including  attorney's  fees,  incurred  in
connection with investigating, defending or asserting any claim, action, suit or
proceeding,  whether based in contract,  tort or otherwise arising out of, or in
connection with this Agreement as herein amended,  including but not limited to
Customer's  provision  of End-User  information  to XO,  including  any error or
omission in any directory listing.

      10. Section B of the Service Order Agreement Terms and Conditions shall be
deleted and replaced with the following:

      "TERM.  The  Initial  Service  term  shall be as set forth on the SOA (the
      "Initial Term" or "Term") and shall begin on the Service Commencement Date
      (as  defined  below).  If no Initial  Term is set forth,  the term of this
      Agreement  is one year.  If Customer  or XO does not cancel the  Agreement
      before the end of the Term, this Agreement will  automatically  renew on a
      month to month basis at the rates  specified in the SOA (unless  otherwise
      stated  in the  notice)  and  pursuant  to the Terms  and  Conditions  and
      applicable tariffs. Unless XO has already provided notice of its intent to
      terminate this Agreement,  XO will notify Customer,  in writing,  at least
      sixty (60) days prior to the expiration of the Term, regarding the pending
      expiration of this Agreement and the automatic renewal of the Agreement if
      no action is taken prior to expiration.  If you notify XO of your decision
      to cancel  this  Agreement  within  the  notice  period  provided,  actual
      termination  of your  Service may not occur  until  thirty (30) days after
      receipt of your notification.  If you choose to take Service for a minimum
      term or minimum  commitment  and you cancel  Service before the end of the
      Term,  you shall be  subject  to early  termination  charges,  as  further
      detailed in these Terms and Conditions."

      11. Section C of the Service Order Agreement Terms and Conditions shall be
deleted and replaced with the following:


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      "RATES.  The rates for Services shall be set forth in the SOA and shall be
      valid for the Initial Term,  provided however, all rates for International
      Services  are subject to change on five (5) days  written  notice from XO,
      and new rates are automatically  effective on the 6th day from the date of
      such notice.  Customer  acknowledges  international long distance wireless
      terminations  are  billed at higher  rates,  as  further  set forth in the
      Additional Terms. Rates do not include taxes,  surcharges and fees charged
      by XO,  including but not limited to the  Subscriber  Line Charge and Long
      Distance Access Charges."

      12. The last  sentence of Section 1 of the Service Order  Agreement  Terms
and Conditions shall be deleted and replaced with the following:

      "Customer  may  not  cancel  this   Agreement  if  there  is  a  delay  in
      installation related to the Services unless such delay is solely due to XO
      and such delay is longer than  thirty (30) days beyond the parties  agreed
      Service  Commencement Date;  provided,  however,  in no event may Customer
      cancel if XO has  agreed to  construct  or is  constructing  Communication
      Facilities to provide Service to Customer."

      13.  Neither the  Agreement  nor this  Amendment  provides  for billing or
collection  services to be  performed by XO for  Customer  regarding  Customer's
End-Users.  Customer's obligations to XO under this Agreement, including but not
limited to the  obligation of payment,  are  independent  from and are in no way
diminished  by  Customer's  End-Users  failure to  perform  any  obligations  to
Customer.

      14. This Amendment and the Agreement as amended herein,  together with any
applicable  tariffs,  set forth the  entire  understanding  of the  parties  and
supersedes any and all prior agreements, arrangements or understandings relating
to the subject matter hereof. The Agreement including this Amendment, may not be
amended or modified unless mutually agreed to in writing  executed by authorized
representatives of the parties. Electronic Mail shall in no way be considered a
"writing" sufficient to change,  modify, extend or otherwise affect the terms of
the Agreement.

      In  WITNESS   WHEREOF,   the  parties  have  executed  this  Amendment  by
representatives  duly  authorized as of the Amendment  Effective  Date set forth
above.

XO Communications, Inc., on behalf        Direct Partners Telecom, Inc.
of its operating subsidiaries
and affiliates


BY:                                       BY: /s/ James L. Magruder
   -------------------------------           -------------------------------

NAME:                                     NAME: James L. Magruder
     -----------------------------             -----------------------------

TITLE:                                    TITLE: CEO
      ----------------------------              ----------------------------

<PAGE>

XO Terms and Conditions

                 XO COMMUNICATION SERVICES TERMS AND CONDITIONS

A. SERVICE OFFERING. You agree you are contracting for the services ("services")
referenced  on the XO Service  Order  Agreement  ("SOA") with the  applicable XO
operating  entities  providing such Services  (herein,  "XO") This Agreement (as
defined below) between you ("you" may also, be referred to as "Customer") and XO
sets  forth  the  legal  rights  and   obligations   governing   the  XO  offer,
provisioning, and delivery of Services to you and your use of the Services. This
Agreement consists of the SOA, including the following terms and conditions, the
Product Ts and Cs (as defined in Section D below) and the general  Service terms
and  conditions  (collectively,  the  "Additional  Terms"),  both  set  forth at
(www.terms.xo.com)   (collectively,   and  as   applicable,   the   "Terms   and
Conditions'),  and applicable  tariffs  (collectively,  the  "Agreement").  Some
Services  offered by XO under this Agreement are offered  pursuant to applicable
tariffs,   which  are  filed  with  applicable  regulatory  agencies  ("Tariffed
Services"),  and the Terms and  Conditions.  All  applicable  tariffs  are fully
incorporated  herein. For Tariffed Services in the event of conflict between the
Terms and Conditions and a tariff, the tariff shall control to the extent of any
inconsistency.  Upon  cancellation of any tariff the Terms and Conditions  shall
control. The terms and conditions set forth herein announce in most respects the
Additional Terms. In the event of any inconsistency  between the terms contained
herein and the Additional  Terms,  and only to the extent of the  inconsistency,
the Additional Terms shall control.

B. TERM. The initial Service term shall be as set forth on the SOA (the "Initial
Term" or "Term") and shall begin on the  Service  Commencement  Date (as defined
below). If no Initial Term is set forth, the term of this Agreement is one year.
If Customer or XO does not cancel the Agreement before the end of the Term, this
Agreement will automatically renew for a similar term and at the rates specified
in the SOA (unless otherwise stated in the notice) and pursuant to the Terms and
Conditions and applicable tariffs. Unless XO has already provided notice of it's
intent to terminate this Agreement XO will notify Customer, in writing, at least
sixty (60) days  prior to the  expiration  of the Term,  regarding  the  pending
expiration of this  Agreement  and the automatic  renewal of the Agreement if no
action is taken prior to expiration. If you notify XO of your decision to cancel
this Agreement  within the notice period provided but within thirty (30) days or
less from the date of  expiration,  actual  termination  of your Service may not
occur until  thirty  (30) days after  receipt of  notification  and you shall be
liable for all associated  charges.  If you choose to Service for a minimum term
or minimum  commitment  and you cancel  Service  before the end of the Term, you
shall be subject to early  termination  charges,  as further  detailed  in these
Terms and Conditions.

C. RATES. The rates for Services shall be set forth in to SOA and shall be valid
for the Initial  Term,  provided that all rates for  international  Services are
subject  to  change  on  five  (5)  days  notice  from  XO,  and new  rates  are
automatically  effective on the 6th day from the date of such  notice.  Customer
acknowledges  international  long distance  wireless  terminations are billed at
higher rates, as further set forth in the Additional Terms. Rates do not include
taxes,  surcharges  and  fees  charged  by XO,  including  but  not  limited  to
Subscriber Line Charge and Long Distance Access Charges.

D. SUPPLEMENTAL.  PRODUCT TERMS AND CONDITIONS.  The supplemental  product terms
and   conditions   applicable   to   certain   XO   products   are   listed   at
(www.terms.xo.com)  (the  "Product  Ts and Cs").  Only the Product Ts and Cs for
Services ordered or used by you ad applicable.

E.  ACCEPTABLE USE POLICY.  Customer agrees to be bound by the XO Acceptable Use
Policy CAUP') found at (www.xo.com/tools/legal.htm).

F. RIGHT TO MAKE SERVICE  CHARGES.  XO retains the right to change.  increase or
decrease  from  time  to  time,  in its  discretion  and  without  liability  to
(Customer,  the  methods,  processes  and/or the  suppliers by which XO provides
Services to Customer,  as well as the right to change,  add to or delete Service
or Service offerings with appropriate notice to Customer.

G.  PAYMENT.  Customer  shall pay XO for  Services  pursuant  to this  Agreement
Customer agrees to pay the applicable set-up,  installation and disconnect fees.
Installation  and disconnect  fees are  non-refundable.  Regular billing for the
Services  will  begin  on he  Service  Commencement  Date  (as  defined  below).
Thereafter  invoices will be for the specified  period of Service  (monthly) and
are due upon  receipt.  Receipt  shall be presumed  within  three (3) days after
mailing



<PAGE>

Monthly  recurring charges are billed in advance while usage and related charges
ere billed in arrears.  Customer agrees that any additional  Services requested,
whether  verbally  or in  writing,  (including  but not limited to an upgrade or
relocation of customer's circuit(s)) will incur additional fees and charges, and
Customer  agrees to pay these its, and charges when invoiced.  Invoices not paid
within thirty (30) days after receipt unless otherwise  specified on to invoice,
will be part due and subject to a 1.5% per month interest fee or the maximum me,
permitted  by  law,  whichever  is  less,  on all  past-due  balances.  Customer
authorizes  XO to request  information  from a reporting  agency to enable XO to
assess  Customers  credit  history,  that  such  action s not the  extension  of
'credit" to Customer,  and that XO may alter any Service or billing arrangements
as result, upon notice to Customer.  In addition,  Customer acknowledges that XO
may  require  Customer to submit  upon  demand a deposit,  bond other  financial
assurances to XO if so requested as condition of initial or continued Service or
Service may be suspended or terminated.

H.  COMMUNICATION  FACILITIES.  In the event XO is required to construct  and/or
acquire  communication  facilities  In order to  provide  Service  to  Customer,
Customer  acknowledge  and  agrees  that  XO will  incur  significant  costs  in
provisioning  Service to Customer,  including costs associated with constructing
and/or  acquiring  the  communications  facilities  necessary  for  delivery  of
Services to Customer.  In addition to any other rights and remedies XO may have,
Customer agrees that if Customer cancels,  terminates or breaches this Agreement
after  execution but prior to the Service  Commencement  Date,  Customer will be
required  to  reimburse  XO for all  costs  XO  incurs  in  constructing  and/or
acquiring  such  communications  facilities.  Provide  Services  agrees  that XO
constructs  or is  constructing  facilities  in order  to  provide  Services  to
Customer or Customer receives  individual case basis  transaction  (non-standard
pricing, terms or products), Customer shall not be eligible for the Satisfaction
Guarantee set forth at (www.xo.com/care/xoguarantee.pdf).

I. SERVICE  COMMENCEMENT  DATE.  XO will notify  Customer  that the Services are
installed or connected  and  available for use. The date of such notice shall be
the "Service  Commencement Date." Billing will begin on the Service Commencement
Date.  The parties  may  mutually  agree in writing  upon a  substitute  Service
Commencement Date. If Customer notifies XO in writing that it is not prepared to
utilize the Services or facility  after XO has  notified  the Customer  that the
requested Service or facility is ready for use. XO may nonetheless begin billing
the Customer on the Service Commencement Date. XO may bill Customer for any loss
it has incurred in provisioning the Services.  Customer agrees to cooperate with
XO in accomplish Service activation by providing reasonable access to Customer's
premises and facilitating testing and Service delivery requirements and Customer
agrees XO shall have reasonable access to Customers premises to repair, maintain
or retrieve  XO  equipment.  XO SHALL NOT BE LIABLE FOR ANY  DAMAGES  WHATSOEVER
RESULTING FROM DELAYS IN MEETING SERVICE  DELIVERY DATES REQUESTED ARE SPECIFIED
BY  CUSTOMER,  OR INABILITY  TO PROVIDE  SERVICES.  CUSTOMER MAY NOT CANCEL THIS
AGREEMENT IF THERE IS A DELAY IN  INSTALLATION  RELATED TO THE  SERVICES  UNLESS
SUCH DELAY IS SOLELY DUE TO XO AND SUCH DELAY IS LONGER  THAN  NINETY  (90) DAYS
BEYOND THE PARTIES AGREED SERVICE  COMMENCEMENT DATE;  PROVIDED,  HOWEVER, IN NO
EVENT MAY  CUSTOMER  CANCEL IF XO HAS  AGREED TO  CONSTRUCT  OR IS  CONSTRUCTING
COMMUNICATION FACILITIES TO PROVIDE SERVICE TO CUSTOMER.

J.  DEFAULT/TERMINATION.  Except  as  otherwise  required  by law or  applicable
regulation,  it after the Service Commencement Date, Customer:  (a) fails to pay
any amount required under this Agreement or any other agreement with XO when due
and such failure  continues for ten (10) days after  written  notice to Customer
that the same is due and  payable;  (b) fails to comply with any other  material
provision of this  Agreement  and such  noncompliance  continues for thirty (30)
days after  written  notice to  Customer  thereof,  or (c)  Customer  cancels or
terminates Service, including any part of an Integrated Service offering (except
related to an  international  Service rate change  pursuant to Section C, and as
further set forth in the Additional Terms), at any time before completion of the
Initial  Term or any  renewal  Term,  then XO may elect to pursue one or more of
the,  following courses of action,  as applicable:  (i) terminate in whole or in
part  Customer's  Service,  whereupon  all  charges for the  remaining  Term are
immediately due and payable for the terminated Services,  and Customer shall pay
an additional early  termination  charge that shall be equal to 75% of Customers
average  monthly usage (for long  distance and local voice  Services  usage,  as
applicable)  for the three (3) months  prior to the  termination  month (or such
lesser period if fewer than three.  (3) months of Service were utilized),  times
the  number  of  months  remaining  in the  terms of the  Agreement,  (provided,
however,  that in the  event  Customer  has  made an  annual  or  other  revenue
commitment,  the shortfall of that  commitment  over the remaining Term shall be
the measure of the early termination charge); (ii) take


CUSTOMER NAME:  Direct Partners Telecom, Inc.             XO CONTRACT #: 91240

<PAGE>


XO Service Order Agreement




immediate  appropriate  action  to  enforce  payment,  including  suspension  or
discontinuance of all or any part of the Services; and/or (iii) pursue any other
remedies as may be provided at law or in equity. In addition to any other rights
and  remedies  XO may have,  including  those set forth in Section  H,  Customer
agrees that if customer  cancels,  terminates or breaches this  Agreement  after
execution of the Agreement but prior to the Service Commencement Date, except as
termination  is  permitted  in  Section  I,  Customer  shall  pay  XO  an  early
termination  charge  of two (2)  months  of the  anticipated  monthly  recurring
charges or commitment  level,  along with ail nonrecurring  charges.  Any action
outlined  herein by XO shall not be construed  as an exclusive  remedy and shall
not waive  any XO right to  pursue  any  other  remedies.  It is agreed  that XO
damages in the event of Service  cancellation or termination  shall be difficult
or impossible to ascertain.  Early termination charges are intended to establish
liquidated damages and are not intended as a penalty.


K. DISCLAIMER OF WARRANTIES. XO MAKES NO REPRESENTATIONS OR WARRANTIES,  WHETHER
EXPRESS,  IMPLIED OR STATUTORY,  REGARDING THE SERVICES,  SYSTEM EQUIPMENT OR XO
OWNED OR PROVIDED  EQUIPMENT USED BY THE CUSTOMER,  INCLUDING ANY EQUIPMENT WITH
RESPECT TO WHICH TITLE MAY TRANSFER TO CUSTOMER  (EXCEPT TO THE EXTENT SET FORTH
IN A SEPARATE XO SALE TRANSFER DOCUMENT).  THIS INCLUDES, BUT IS NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF  MERCHANTABILITY,  FITNESS OF THE SERVICE OR EQUIPMENT
FOR A  PARTICULAR  PURPOSE  AND NON  INFRINGEMENT  OF ANY  THIRD  PARTY  RIGHTS.
ADDITIONAL  WARRANTY  LIMITATIONS  RELATED TO SPECIFIC  PRODUCTS MAY BE FOUND AT
(WWW.TERMS.XO.COM).

L. LIMITATION OF LIABILITY.  1. WITH RESPECT TO CLAIMS OR SUITS BY CUSTOMER,  OR
ANY OTHERS,  FOR DAMAGES  RELATING TO OR ARISING OUT OF ACTS OR OMISSIONS  UNDER
THIS AGREEMENT AND/OR SERVICES  PROVIDED  HEREUNDER,  XO's LIABILITY FOR SERVICE
INTERRUPTIONS OR SERVICE PROBLEMS, IF ANY, SHALL BE LIMITED TO CREDIT ALLOWANCES
AS EXPRESSLY  PROVIDED IN  APPLICABLE  TARIFFS OR AS OTHERWISE  SET FORTH IN THE
TERMS AND CONDITIONS FOUND AT WWW.TERMS.XO.COM.

2. XO SHALL NOT BE LIABLE  FOR ANY  LOSSES OR DAMAGES  RESULTING  FROM:  (A) THE
DELIVERY,  INSTALLATION,  MAINTENANCE,  OPERATION,  USE OR MISUSE OF AN ACCOUNT,
EQUIPMENT,  OR SERVICE;  (B) ANY ACT OR OMISSION OF CUSTOMER OR ITS END-USERS OR
AGENTS,  OR ANY OTHER  ENTITY  FURNISHING  EQUIPMENT,  PRODUCTS  OR  SERVICES TO
CUSTOMER;  OR (C) ANY  PERSONAL OR  PROPERTY  DAMAGES DUE TO THE LOSS OF STORED,
TRANSMITTED OR RECORDED DATA  RESULTING FROM THE SERVICE OR THE EQUIPMENT,  EVEN
IF XO HAS BEEN ADVISED OF THE  POSSIBILITY  OF SUCH  DAMAGES THE ONLY  EXCEPTION
SHALL BE TO TAE EXTENT PROPERTY  DAMAGE TO CUSTOMER'S  PREMISES IS CAUSED DUE TO
XO'S GROSS  NEGLIGENCE OR WILLFUL  MISCONDUCT,  PROVIDED,  HOWEVER,  IN NO EVENT
SHALL XO LIABILITY FOR DIRECT  DAMAGES BE GREATER THAN THE SUM TOTAL OF PAYMENTS
MADE BY CUSTOMER TO XO DURING THE THREE MONTHS  IMMEDIATELY  PRECEDING THE EVENT
FOR WHICH DAMAGES ARE CLAIMED.

3. IN NO EVENT  SIALL  EITHER  PARTY BE  LIABLE  FOR ANY  INDIRECT,  INCIDENTAL,
EXEMPLARY,  PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE,
INCLUDING,  BUT NOT  LIMITED  TO,  DAMAGES  FOR THE  LOSS OF DATA,  GOQDWILL  OR
PROFITS,  SAVINGS OR REVENUE, OR HARM TO BUSINESS,  WHETHER UNDER CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY CASE WHATSOEVER.

M. CUSTOMER'S  CERTIFICATION  REGARDING LOCAL TRAFFIC.  Customer  represents and
warrants that all traffic being delivered by Customer or its designated agent to
XO for local  termination,  and all  traffic  that  delivers  to Customer or its
designated  agent that has  originated  in the same local  calling area in which
Customer's  NPA-NXX assigned and/or which such traffic is terminated to Customer
or its designated  agent, is local traffic or is legally  entitled to be treated
as  local  traffic  under  all  applicable   federal,   state  and  local  laws,

<PAGE>


administrative  and regulatory  requirements  and any other  authorities  having
jurisdiction over such traffic. Customer understands that XO will rely upon such
representation  to assign  local  telephone  numbers to  Customer  and/or  route
Customer's  traffic for  termination as local calling.  Customer  represents and
warrants that Customer has paid all applicable  access charges  associated  with
any non-local traffic. In addition,  the parties mutually agree that Customer is
exclusively  responsible for paying any switched access charges levied,  charged
or imposed by any third party Local Exchange  Carrier ("LEC") in connection with
the  origination or termination  of any such  non-local  traffic.  Customer also
represents  and warrants that neither it nor any of its agents will remove or in
any way alter Automatic  Number  Identification  ("ANI") or Calling Party Number
("CPN")  information  associated  with any  traffic  delivered  pursuant to this
Agreement.  Customer  agrees that, if another carrier and/or  regulatory  agency
determines it is necessary to audit the traffic  which is delivered  pursuant to
this Agreement, Customer will cooperate in any such investigation.  In addition,
to the extent any third party attempts to recover intercarrier compensation from
XO as a  result  of  such  audit/investigation,  Customer  agress  that  it will
indemnify XO for any and all costs resulting from such third party actions.

N. COMPLETE  AGREEMENT/ADDITIONAL  TERMS.  This Agreement  incorporating all the
items referenced herein,  represents the complete agreement of the parties,  and
supersedes all other  agreements  whether written or oral. This Agreement may be
modified only by written agreement  executed by authorized  parties,  changes to
the URL sites  referenced,  changes  to  tariffs  or as  otherwise  specifically
provided herein.  Neither  Electronic Mail nor Instant Messaging ("IM") shall be
considered a "writing" sufficient to change,  modify, extend or otherwise affect
the terms of the Agreement This Agreement  shall be governed by the  substantive
law of the  Commonwealth  of Virginia  without  reference to its  principles  of
conflicts of laws, and Customer  consents to the  jurisdiction  and venue of the
Federal  District Court for the Eastern District of Virginia or the State courts
in Fairfax County, Virginia.

THE  ADDITIONAL  TERMS,  AUP AND TARIFFS MAY BE MODIFIED FROM TIME TO TIME AT XO
DISCRETION  OR AS REQUIRED BY  APPLICABLE  LAW. YOU AGREE TO REVIEW SUCH CHANGED
ITEMS  FROM TIME TO TIME AND BE BOUND BY SUCH  CHANGES,  AS THEY  PERTAIN TO THE
PARTICULAR  SERVICES YOU CHOOSE NOW OR MAY CHOOSE IN THE FUTURE.  UNLESS SUBJECT
TO  TARIFFS  OR  STANDARD  PRICING  POSTED  AT  (WWW.TERMSXO.COM),  SO  MAY  NOT
UNILATERALLY CHANGE THE RATES, FEES OR CHARGES SET FORTH HEREIN WITHOUT CUSTOMER
CONSENT.  IF XO DETERMINES CHANGES TO THE ADDITIONAL TERMS, AUP AND TARIFFS WILL
MATERIALLY AND DETRIMENTALLY  AFFECT YOUR SERVICE OR RIGHTS AND ARE NOT MANDATED
BY LAW OR REGULATION,  XO WILL USE  COMMERCIALLY  REASONABLE  EFFORTS TO PROVIDE
NOTICE OF SUCH  CHANGES  AND AN  OPPORTUNITY  TO OBJECT IN WRITING IN THE MANNER
PRESCRIBED HEREIN OR IN SUCH NOTICE. CUSTOMER SHALL PROVIDE XO WRITTEN NOTICE OF
OBJECTION  WITHIN  FIVE (5)  BUSINESS  DAYS OF RECEIPT OF  NOTIFICATION  OF SUCH
MATERIAL CHANGE CUSTOMER MUST INCLUDE A DETAILED  DESCRIPTION  OUTLINING HOW THE
CHANGE ADVERSELY AFFECTS CUSTOMER'S SERVICE(S). XO WILL REVIEW SUCH NOTIFICATION
AND IF THE PARTIES CANNOT COME TO AN AGREEMENT WITHIN THIRTY (30) DAYS, CUSTOMER
MAY TERMINATE SUCH SERVICE(S)  WITHOUT  INCURRING  CHARGES FOR EARLY TERMINATION
PROVIDED THAT CUSTOMER'S  ACCOUNT IS CURRENT (I.E., NO BALANCE OLDER THAN THIRTY
(30) DAYS).  IN ANY CASE, THE CHANGES SHALL NOT DIMINISH ANY APPLICABLE  SERVICE
LEVEL  AGREEMENTS  ENTERED  INTO AT THE SERVICE  COMMENCEMENT  DATE.  YOU HEREBY
CONSENT TO THE  INCORPORATION  OF APPLICABLE  TARIFFS AND THE  ADDITIONAL  TERMS
INCLUDING THE DISPUTE RESOLUTION PROVISIONS, POSTED AT (WWW.TERMSXO.COM) AND THE
AUP. YOU AGREE THAT ACCEPTANCE OF THIS AGREEMENT  CONSTITUTES CONSENT TO THE USE
OF ELECTRONIC  RECORDS.  YOU MAY REQUEST HARD COPIES OF PART OR ALL OF THE TERMS
AT ANY TIME BY CALLING 1-888-699-6398. THE OFFERING AND PROVISIONING OF SERVICES
IS SUBJECT TO ANY REQUIRED XO APPROVALS AND ANY  REGULATORY  COMMISSION  REVIEW,
APPROVAL  AND  REQUIREMENTS.  IF YOU USE THE  SERVICES,  YOU ARE  DEEMED TO HAVE
ACCEPTED THE TERMS AND CONDITIONS, THE AUP, AND THE APPLICABLE TARIFFS.


CUSTOMER NAME:  Direct Partners Telecom, Inc.             XO CONTRACT #: 91240
<PAGE>


CUSTOMER AUTHORIZED REPRESENTATIVE SIGNATURE: /s/ James L. Magruder
                                              ----------------------------

CUSTOMER AUTHORIZED REPRESENTATIVE NAME:  James L. Magruder
                                         ---------------------------------


CUSTOMER AUTHORIZED REPRESENTATIVE'S TITLE:  CEO
                                            ------------------------------

DATE SIGNED:  7/29/03
             ---------

XO AUTHORIZED REPRESENTATIVE SIGNATURE:
                                        ----------------------------------------
(SALES MANAGER OR ABOVE)

X-FORMS 05-03

<PAGE>

                           CROSS CORPORATE GUARANTEE

theglobe.com, inc. (Corporation),  hereafter known as Guarantor, organized under
the Laws of the State of Delaware  and having a legal  address of 110 E. Broward
Blvd., Suite 1400 Ft. Lauderdale, Florida (state), 33301 (zip code), does hereby
unconditionally guarantee payment in full of obligations that may be incurred by
Direct Partners Telecom,  Inc., (Debtor) and payable to XO COMMUNICATIONS or its
successors. The Guarantor acknowledges a legal and financial relationship exists
between the Guarantor and the Debtor and grants this Guarantee in  consideration
for services provided to the Debtor by XO COMMUNICATIONS or its successors. This
Guarantee  includes   obligations  derived  from  current  and  future  services
contracted  from XO  COMMUNICATIONS  and shall be due and payable  upon  written
demand by XO COMMUNICATIONS.

This  Guarantee  shall  become  null  and void  upon  written  request  from the
Guarantor, with approval from XO COMMUNICATIONS. However, under no circumstances
shall the Guarantee be for a term less than one (1) year,  nor shall the request
for  cancellation  of the  Guarantee  be  granted  unless  the  debtor has fully
complied  with all terms and  conditions  of the contract  for services  with XO
COMMUNICATIONS.

This  Guarantee is hereby granted this 20th day of June,  2000 by  theglobe.com,
inc. (Corporation)

/s/ Robin Segaul Lebowitz               ,  CFO
----------------------------------------  ----------
     Authorized signer of the Guarantor      Title




<PAGE>

XO Service Order Agreement

                        XO SERVICES TERMS AND CONDITIONS

A. SERVICE OFFERING. You agree you are contracting for the services ("services")
referenced  on the XO Service  Order  Agreement  ("SOA") with the  applicable XO
operating  entities  providing such Services  (herein,  "XO") This Agreement (as
defined below) between you ("you" may also, be referred to as "Customer") and XO
sets  forth  the  legal  rights  and   obligations   governing   the  XO  offer,
provisioning, and delivery of Services to you and your use of the Services. This
Agreement consists of the SOA, including the following terms and conditions, the
Product Ts and Cs (as defined in Section D below) and the general  Service terms
and  conditions  (collectively,  the  "Additional  Terms"),  both  set  forth at
(www.terms.xo.com)   (collectively,   and  as   applicable,   the   "Terms   and
Conditions'),  and applicable  tariffs  (collectively,  the  "Agreement").  Some
Services  offered by XO under this Agreement are offered  pursuant to applicable
tariffs,   which  are  filed  with  applicable  regulatory  agencies  ("Tariffed
Services"),  and the Terms and  Conditions.  All  applicable  tariffs  are fully
incorporated  herein. For Tariffed Services in the event of conflict between the
Terms and Conditions and a tariff, the tariff shall control to the extent of any
inconsistency.  Upon  cancellation of any tariff the Terms and Conditions  shall
control. The terms and conditions set forth herein announce in most respects the
Additional Terms. In the event of any inconsistency  between the terms contained
herein and the Additional  Terms,  and only to the extent of the  inconsistency,
the Additional Terms shall control.

B. TERM. The initial Service term shall be as set forth on the SOA (the "Initial
Term" or "Term") and shall begin on the  Service  Commencement  Date (as defined
below). If no Initial Term is set forth, the term of this Agreement is one year.
If Customer or XO does not cancel the Agreement before the end of the Term, this
Agreement will automatically renew for a similar term and at the rates specified
in the SOA (unless otherwise stated in the notice) and pursuant to the Terms and
Conditions and applicable tariffs. Unless XO has already provided notice of it's
intent to terminate this Agreement XO will notify Customer, in writing, at least
sixty (60) days  prior to the  expiration  of the Term,  regarding  the  pending
expiration of this  Agreement  and the automatic  renewal of the Agreement if no
action is taken prior to expiration. If you notify XO of your decision to cancel
this Agreement  within the notice period provided but within thirty (30) days or
less from the date of  expiration,  actual  termination  of your Service may not
occur until  thirty  (30) days after  receipt of  notification  and you shall be
liable for all associated  charges.  If you choose to Service for a minimum term
or minimum  commitment  and you cancel  Service  before the end of the Term, you
shall be subject to early  termination  charges,  as further  detailed  in these
Terms and Conditions.

C. RATES. The rates for Services shall be set forth in to SOA and shall be valid
for the Initial  Term,  provided that all rates for  international  Services are
subject  to  change  on  five  (5)  days  notice  from  XO,  and new  rates  are
automatically  effective on the 6th day from the date of such  notice.  Customer
acknowledges  international  long distance  wireless  terminations are billed at
higher rates, as further set forth in the Additional Terms. Rates do not include
taxes,  surcharges  and  fees  charged  by XO,  including  but  not  limited  to
Subscriber Line Charge and Long Distance Access Charges.

D. SUPPLEMENTAL.  PRODUCT TERMS AND CONDITIONS.  The supplemental  product terms
and   conditions   applicable   to   certain   XO   products   are   listed   at
(www.terms.xo.com)  (the  "Product  Ts and Cs").  Only the Product Ts and Cs for
Services ordered or used by you ad applicable.

E.  ACCEPTABLE USE POLICY.  Customer agrees to be bound by the XO Acceptable Use
Policy CAUP') found at (www.xo.com/tools/legal.htm).

F. RIGHT TO MAKE SERVICE  CHARGES.  XO retains the right to change.  increase or
decrease  from  time  to  time,  in its  discretion  and  without  liability  to
(Customer,  the  methods,  processes  and/or the  suppliers by which XO provides
Services to Customer,  as well as the right to change,  add to or delete Service
or Service offerings with appropriate notice to Customer.

G.  PAYMENT.  Customer  shall pay XO for  Services  pursuant  to this  Agreement
Customer agrees to pay the applicable set-up,  installation and disconnect fees.
Installation  and disconnect  fees are  non-refundable.  Regular billing for the
Services  will  begin  on he  Service  Commencement  Date  (as  defined  below).
Thereafter  invoices will be for the specified  period of Service  (monthly) and
are due upon  receipt.  Receipt  shall be presumed  within  three (3) days after
mailing



<PAGE>

Monthly  recurring charges are billed in advance while usage and related charges
ere billed in arrears.  Customer agrees that any additional  Services requested,
whether  verbally  or in  writing,  (including  but not limited to an upgrade or
relocation of customer's circuit(s)) will incur additional fees and charges, and
Customer  agrees to pay these its, and charges when invoiced.  Invoices not paid
within thirty (30) days after receipt unless otherwise  specified on to invoice,
will be part due and subject to a 1.5% per month interest fee or the maximum me,
permitted  by  law,  whichever  is  less,  on all  past-due  balances.  Customer
authorizes  XO to request  information  from a reporting  agency to enable XO to
assess  Customers  credit  history,  that  such  action s not the  extension  of
'credit" to Customer,  and that XO may alter any Service or billing arrangements
as result, upon notice to Customer.  In addition,  Customer acknowledges that XO
may  require  Customer to submit  upon  demand a deposit,  bond other  financial
assurances to XO if so requested as condition of initial or continued Service or
Service may be suspended or terminated.

H.  COMMUNICATION  FACILITIES.  In the event XO is required to construct  and/or
acquire  communication  facilities  In order to  provide  Service  to  Customer,
Customer  acknowledge  and  agrees  that  XO will  incur  significant  costs  in
provisioning  Service to Customer,  including costs associated with constructing
and/or  acquiring  the  communications  facilities  necessary  for  delivery  of
Services to Customer.  In addition to any other rights and remedies XO may have,
Customer agrees that if Customer cancels,  terminates or breaches this Agreement
after  execution but prior to the Service  Commencement  Date,  Customer will be
required  to  reimburse  XO for all  costs  XO  incurs  in  constructing  and/or
acquiring  such  communications  facilities.  Provide  Services  agrees  that XO
constructs  or is  constructing  facilities  in order  to  provide  Services  to
Customer or Customer receives  individual case basis  transaction  (non-standard
pricing, terms or products), Customer shall not be eligible for the Satisfaction
Guarantee set forth at (www.xo.com/care/xoguarantee.pdf).

I. SERVICE  COMMENCEMENT  DATE.  XO will notify  Customer  that the Services are
installed or connected  and  available for use. The date of such notice shall be
the "Service  Commencement Date." Billing will begin on the Service Commencement
Date.  The parties  may  mutually  agree in writing  upon a  substitute  Service
Commencement Date. If Customer notifies XO in writing that it is not prepared to
utilize the Services or facility  after XO has  notified  the Customer  that the
requested Service or facility is ready for use. XO may nonetheless begin billing
the Customer on the Service Commencement Date. XO may bill Customer for any loss
it has incurred in provisioning the Services.  Customer agrees to cooperate with
XO in accomplish Service activation by providing reasonable access to Customer's
premises and facilitating testing and Service delivery requirements and Customer
agrees XO shall have reasonable access to Customers premises to repair, maintain
or retrieve  XO  equipment.  XO SHALL NOT BE LIABLE FOR ANY  DAMAGES  WHATSOEVER
RESULTING FROM DELAYS IN MEETING SERVICE  DELIVERY DATES REQUESTED ARE SPECIFIED
BY  CUSTOMER,  OR INABILITY  TO PROVIDE  SERVICES.  CUSTOMER MAY NOT CANCEL THIS
AGREEMENT IF THERE IS A DELAY IN  INSTALLATION  RELATED TO THE  SERVICES  UNLESS
SUCH DELAY IS SOLELY DUE TO XO AND SUCH DELAY IS LONGER  THAN  NINETY  (90) DAYS
BEYOND THE PARTIES AGREED SERVICE  COMMENCEMENT DATE;  PROVIDED,  HOWEVER, IN NO
EVENT MAY  CUSTOMER  CANCEL IF XO HAS  AGREED TO  CONSTRUCT  OR IS  CONSTRUCTING
COMMUNICATION FACILITIES TO PROVIDE SERVICE TO CUSTOMER.

J.  DEFAULT/TERMINATION.  Except  as  otherwise  required  by law or  applicable
regulation,  it after the Service Commencement Date, Customer:  (a) fails to pay
any amount required under this Agreement or any other agreement with XO when due
and such failure  continues for ten (10) days after  written  notice to Customer
that the same is due and  payable;  (b) fails to comply with any other  material
provision of this  Agreement  and such  noncompliance  continues for thirty (30)
days after  written  notice to  Customer  thereof,  or (c)  Customer  cancels or
terminates Service, including any part of an Integrated Service offering (except
related to an  international  Service rate change  pursuant to Section C, and as
further set forth in the Additional Terms), at any time before completion of the
Initial  Term or any  renewal  Term,  then XO may elect to pursue one or more of
the,  following courses of action,  as applicable:  (i) terminate in whole or in
part  Customer's  Service,  whereupon  all  charges for the  remaining  Term are
immediately due and payable for the terminated Services,  and Customer shall pay
an additional early  termination  charge that shall be equal to 75% of Customers
average  monthly usage (for long  distance and local voice  Services  usage,  as
applicable)  for the three (3) months  prior to the  termination  month (or such
lesser period if fewer than three.  (3) months of Service were utilized),  times
the  number  of  months  remaining  in the  terms of the  Agreement,  (provided,
however,  that in the  event  Customer  has  made an  annual  or  other  revenue
commitment,  the shortfall of that  commitment  over the remaining Term shall be
the measure of the early termination charge); (ii) take


CUSTOMER NAME:  Direct Partners Telecom, Inc.             XO CONTRACT #: 93071

<PAGE>


XO Service Order Agreement




immediate  appropriate  action  to  enforce  payment,  including  suspension  or
discontinuance of all or any part of the Services; and/or (iii) pursue any other
remedies as may be provided at law or in equity. In addition to any other rights
and  remedies  XO may have,  including  those set forth in Section  H,  Customer
agrees that if customer  cancels,  terminates or breaches this  Agreement  after
execution of the Agreement but prior to the Service Commencement Date, except as
termination  is  permitted  in  Section  I,  Customer  shall  pay  XO  an  early
termination  charge  of two (2)  months  of the  anticipated  monthly  recurring
charges or commitment  level,  along with ail nonrecurring  charges.  Any action
outlined  herein by XO shall not be construed  as an exclusive  remedy and shall
not waive  any XO right to  pursue  any  other  remedies.  It is agreed  that XO
damages in the event of Service  cancellation or termination  shall be difficult
or impossible to ascertain.  Early termination charges are intended to establish
liquidated damages and are not intended as a penalty.


K. DISCLAIMER OF WARRANTIES. XO MAKES NO REPRESENTATIONS OR WARRANTIES,  WHETHER
EXPRESS,  IMPLIED OR STATUTORY,  REGARDING THE SERVICES,  SYSTEM EQUIPMENT OR XO
OWNED OR PROVIDED  EQUIPMENT USED BY THE CUSTOMER,  INCLUDING ANY EQUIPMENT WITH
RESPECT TO WHICH TITLE MAY TRANSFER TO CUSTOMER  (EXCEPT TO THE EXTENT SET FORTH
IN A SEPARATE XO SALE TRANSFER DOCUMENT).  THIS INCLUDES, BUT IS NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF  MERCHANTABILITY,  FITNESS OF THE SERVICE OR EQUIPMENT
FOR A  PARTICULAR  PURPOSE  AND NON  INFRINGEMENT  OF ANY  THIRD  PARTY  RIGHTS.
ADDITIONAL  WARRANTY  LIMITATIONS  RELATED TO SPECIFIC  PRODUCTS MAY BE FOUND AT
(WWW.TERMS.XO.COM).

L. LIMITATION OF LIABILITY.  1. WITH RESPECT TO CLAIMS OR SUITS BY CUSTOMER,  OR
ANY OTHERS,  FOR DAMAGES  RELATING TO OR ARISING OUT OF ACTS OR OMISSIONS  UNDER
THIS AGREEMENT AND/OR SERVICES  PROVIDED  HEREUNDER,  XO's LIABILITY FOR SERVICE
INTERRUPTIONS OR SERVICE PROBLEMS, IF ANY, SHALL BE LIMITED TO CREDIT ALLOWANCES
AS EXPRESSLY  PROVIDED IN  APPLICABLE  TARIFFS OR AS OTHERWISE  SET FORTH IN THE
TERMS AND CONDITIONS FOUND AT WWW.TERMS.XO.COM.

2. XO SHALL NOT BE LIABLE  FOR ANY  LOSSES OR DAMAGES  RESULTING  FROM:  (A) THE
DELIVERY,  INSTALLATION,  MAINTENANCE,  OPERATION,  USE OR MISUSE OF AN ACCOUNT,
EQUIPMENT,  OR SERVICE;  (B) ANY ACT OR OMISSION OF CUSTOMER OR ITS END-USERS OR
AGENTS,  OR ANY OTHER  ENTITY  FURNISHING  EQUIPMENT,  PRODUCTS  OR  SERVICES TO
CUSTOMER;  OR (C) ANY  PERSONAL OR  PROPERTY  DAMAGES DUE TO THE LOSS OF STORED,
TRANSMITTED OR RECORDED DATA  RESULTING FROM THE SERVICE OR THE EQUIPMENT,  EVEN
IF XO HAS BEEN ADVISED OF THE  POSSIBILITY  OF SUCH  DAMAGES THE ONLY  EXCEPTION
SHALL BE TO TAE EXTENT PROPERTY  DAMAGE TO CUSTOMER'S  PREMISES IS CAUSED DUE TO
XO'S GROSS  NEGLIGENCE OR WILLFUL  MISCONDUCT,  PROVIDED,  HOWEVER,  IN NO EVENT
SHALL XO LIABILITY FOR DIRECT  DAMAGES BE GREATER THAN THE SUM TOTAL OF PAYMENTS
MADE BY CUSTOMER TO XO DURING THE THREE MONTHS  IMMEDIATELY  PRECEDING THE EVENT
FOR WHICH DAMAGES ARE CLAIMED.

3. IN NO EVENT  SIALL  EITHER  PARTY BE  LIABLE  FOR ANY  INDIRECT,  INCIDENTAL,
EXEMPLARY,  PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE,
INCLUDING,  BUT NOT  LIMITED  TO,  DAMAGES  FOR THE  LOSS OF DATA,  GOQDWILL  OR
PROFITS,  SAVINGS OR REVENUE, OR HARM TO BUSINESS,  WHETHER UNDER CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY CASE WHATSOEVER.

M. CUSTOMER'S  CERTIFICATION  REGARDING LOCAL TRAFFIC.  Customer  represents and
warrants that all traffic being delivered by Customer or its designated agent to
XO for local  termination,  and all  traffic  that  delivers  to Customer or its
designated  agent that has  originated  in the same local  calling area in which
Customer's  NPA-NXX assigned and/or which such traffic is terminated to Customer
or its designated  agent, is local traffic or is legally  entitled to be treated
as  local  traffic  under  all  applicable   federal,   state  and  local  laws,

<PAGE>


administrative  and regulatory  requirements  and any other  authorities  having
jurisdiction over such traffic. Customer understands that XO will rely upon such
representation  to assign  local  telephone  numbers to  Customer  and/or  route
Customer's  traffic for  termination as local calling.  Customer  represents and
warrants that Customer has paid all applicable  access charges  associated  with
any non-local traffic. In addition,  the parties mutually agree that Customer is
exclusively  responsible for paying any switched access charges levied,  charged
or imposed by any third party Local Exchange  Carrier ("LEC") in connection with
the  origination or termination  of any such  non-local  traffic.  Customer also
represents  and warrants that neither it nor any of its agents will remove or in
any way alter Automatic  Number  Identification  ("ANI") or Calling Party Number
("CPN")  information  associated  with any  traffic  delivered  pursuant to this
Agreement.  Customer  agrees that, if another carrier and/or  regulatory  agency
determines it is necessary to audit the traffic  which is delivered  pursuant to
this Agreement, Customer will cooperate in any such investigation.  In addition,
to the extent any third party attempts to recover intercarrier compensation from
XO as a  result  of  such  audit/investigation,  Customer  agress  that  it will
indemnify XO for any and all costs resulting from such third party actions.

N. COMPLETE  AGREEMENT/ADDITIONAL  TERMS.  This Agreement  incorporating all the
items referenced herein,  represents the complete agreement of the parties,  and
supersedes all other  agreements  whether written or oral. This Agreement may be
modified only by written agreement  executed by authorized  parties,  changes to
the URL sites  referenced,  changes  to  tariffs  or as  otherwise  specifically
provided herein.  Neither  Electronic Mail nor Instant Messaging ("IM") shall be
considered a "writing" sufficient to change,  modify, extend or otherwise affect
the terms of the Agreement This Agreement  shall be governed by the  substantive
law of the  Commonwealth  of Virginia  without  reference to its  principles  of
conflicts of laws, and Customer  consents to the  jurisdiction  and venue of the
Federal  District Court for the Eastern District of Virginia or the State courts
in Fairfax County, Virginia.

THE  ADDITIONAL  TERMS,  AUP AND TARIFFS MAY BE MODIFIED FROM TIME TO TIME AT XO
DISCRETION  OR AS REQUIRED BY  APPLICABLE  LAW. YOU AGREE TO REVIEW SUCH CHANGED
ITEMS  FROM TIME TO TIME AND BE BOUND BY SUCH  CHANGES,  AS THEY  PERTAIN TO THE
PARTICULAR  SERVICES YOU CHOOSE NOW OR MAY CHOOSE IN THE FUTURE.  UNLESS SUBJECT
TO  TARIFFS  OR  STANDARD  PRICING  POSTED  AT  (WWW.TERMSXO.COM),  SO  MAY  NOT
UNILATERALLY CHANGE THE RATES, FEES OR CHARGES SET FORTH HEREIN WITHOUT CUSTOMER
CONSENT.  IF XO DETERMINES CHANGES TO THE ADDITIONAL TERMS, AUP AND TARIFFS WILL
MATERIALLY AND DETRIMENTALLY  AFFECT YOUR SERVICE OR RIGHTS AND ARE NOT MANDATED
BY LAW OR REGULATION,  XO WILL USE  COMMERCIALLY  REASONABLE  EFFORTS TO PROVIDE
NOTICE OF SUCH  CHANGES  AND AN  OPPORTUNITY  TO OBJECT IN WRITING IN THE MANNER
PRESCRIBED HEREIN OR IN SUCH NOTICE. CUSTOMER SHALL PROVIDE XO WRITTEN NOTICE OF
OBJECTION  WITHIN  FIVE (5)  BUSINESS  DAYS OF RECEIPT OF  NOTIFICATION  OF SUCH
MATERIAL CHANGE CUSTOMER MUST INCLUDE A DETAILED  DESCRIPTION  OUTLINING HOW THE
CHANGE ADVERSELY AFFECTS CUSTOMER'S SERVICE(S). XO WILL REVIEW SUCH NOTIFICATION
AND IF THE PARTIES CANNOT COME TO AN AGREEMENT WITHIN THIRTY (30) DAYS, CUSTOMER
MAY TERMINATE SUCH SERVICE(S)  WITHOUT  INCURRING  CHARGES FOR EARLY TERMINATION
PROVIDED THAT CUSTOMER'S  ACCOUNT IS CURRENT (I.E., NO BALANCE OLDER THAN THIRTY
(30) DAYS).  IN ANY CASE, THE CHANGES SHALL NOT DIMINISH ANY APPLICABLE  SERVICE
LEVEL  AGREEMENTS  ENTERED  INTO AT THE SERVICE  COMMENCEMENT  DATE.  YOU HEREBY
CONSENT TO THE  INCORPORATION  OF APPLICABLE  TARIFFS AND THE  ADDITIONAL  TERMS
INCLUDING THE DISPUTE RESOLUTION PROVISIONS, POSTED AT (WWW.TERMSXO.COM) AND THE
AUP. YOU AGREE THAT ACCEPTANCE OF THIS AGREEMENT  CONSTITUTES CONSENT TO THE USE
OF ELECTRONIC  RECORDS.  YOU MAY REQUEST HARD COPIES OF PART OR ALL OF THE TERMS
AT ANY TIME BY CALLING 1-888-699-6398. THE OFFERING AND PROVISIONING OF SERVICES
IS SUBJECT TO ANY REQUIRED XO APPROVALS AND ANY  REGULATORY  COMMISSION  REVIEW,
APPROVAL  AND  REQUIREMENTS.  IF YOU USE THE  SERVICES,  YOU ARE  DEEMED TO HAVE
ACCEPTED THE TERMS AND CONDITIONS, THE AUP, AND THE APPLICABLE TARIFFS.


CUSTOMER NAME:  Direct Partners Telecom, Inc.             XO CONTRACT #: 93071

X-Forms 09-03 b
<PAGE>