NET EXCHANGE SERVICES AGREEMENT

                  THIS NET EXCHANGE SERVICES AGREEMENT ("Agreement") is made by
and between WealthHound, Inc., a corporation organized and existing under the
laws of the State of Florida, having its principal place of business at 11
Broadway, New York, NY 10004 ("WealthHound") and Net Exchange, Inc., a
corporation organized and existing under the laws of the State of Delaware,
having its principal place of business at 65 Broadway, Suite 1202, New York, NY
10006 ("Net Exchange") and is effective upon signing.

                  WHEREAS, Net Exchange is the manufacturer, developer, and sole
owner (or licensee, as the case may be) of the technology, source code, and
other intellectual property comprising the Internet service, which provides
email/Webmail to end users, known as the Net Exchange TM Service and as
described in the Appendices attached hereto ("Service(s)"), together with all
patents, trademarks, copyrights, trade secrets, and other intellectual property
contained therein and appurtenant thereto; and desires to market the Service
subject to the terms and conditions contained herein; and

                  WHEREAS, WealthHound is interested and able to market and
promote the Service on its Wealthhound. com Web site to its own end users (all
such users being known as "Users");

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Net Exchange and
WealthHound (together, the "Parties") hereby agree as follows:

          1. AUTHORIZATION. Subject to the terms and conditions contained in
this Agreement, WealthHound may market and promote the Services to existing and
prospective Users based on the pricing, services and descriptions listed in
Appendices A, B and C. WealthHound acknowledges and agrees that:

            (a) it is the sole responsibility of WealthHound to at all times be
aware of the then-current features, functionality, terms and pricing of the
Service as determined by Net Exchange. Notwithstanding the same, the pricing of
the Service during the term hereof shall be as indicated on Appendix A. Net
Exchange shall notify WealthHound prior to any changes to the features,
functionality, or terms. No such changes may materially and adversely affect
this Agreement;

            (b) it will immediately remove, withdraw and cease distribution of
any collateral materials relating to Net Exchange that Net Exchange deems
inappropriate or inaccurate in its reasonable discretion;

            (c) Net Exchange has the right to modify Appendices from
time-to-time upon at least (30) days prior written notice to WealthHound.
Notwithstanding the same, the pricing of the Service during the term hereof
shall be as indicated on Appendix A. No such changes may materially and
adversely affect this Agreement;

            (d) WealthHound may direct Users into the Service from WealthHound's
Web pages.

          2. TERMS AND TERMINATION. This Agreement shall commence on the date
set forth above and shall continue in full force and effect for a period of one
(1) year unless earlier
<PAGE>

terminated as provided herein. This Agreement shall be automatically renewed for
successive additional periods of one (1) year unless either Party shall have
delivered to the other notice of its intention not to renew at least ninety (90)
days prior to the expiration of the then-current term.

            (a) Termination for Cause. Either Party may immediately terminate
this Agreement should the other Party breach any of its representations,
warranties or obligations hereunder unless such breach is cured to the
satisfaction of the nonbreaching Party within thirty (30) days after written
notice thereof.

            (b) Upon termination or expiration of this Agreement, all payments
due or to become due to Net Exchange shall be immediately paid by WealthHound,
if such charges apply.

          3. WEALTHHOUND OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES.

            (a) WealthHound will comply with all applicable laws, rules and
regulations including, without limitation, all United States export laws.

            (b) WealthHound shall exert its best efforts to market and promote
the Service.

            (c) WealthHound will make no representations to prospects regarding
the Service other than what is contained in Net Exchange's then-current
marketing material.

            (d) WealthHound will be responsible for payment to Net Exchange for
the Service.

          4. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF NET EXCHANGE.


            (a) Net Exchange represents and warrants to WealthHound that Net
Exchange has the experience and ability to perform the services required by this
Agreement.

            (b) Net Exchange represents that it will perform the services
required hereunder in a professional, timely and competent manner using
knowledgeable, trained and qualified personnel.

            (c) Net Exchange represents that the Service will be fully
operational in accordance with industry standards and in accordance with this
Agreement, including the Appendices attached hereto.

            (d) Net Exchange represents it is the owner of or otherwise has the
right to use and distribute all materials and methodologies used in connection
with providing the Services contemplated herein; the software and other
materials used by Net Exchange in fulfilling its obligations hereunder or the
products and Services to be delivered hereunder do not now and will not infringe
upon any copyright, patent, trade secret, contract right or other third party
right.

            (e) Net Exchange represents it will comply with all applicable
federal, state, and local laws and regulations in the performance of its
obligations hereunder and the Services to be provided hereunder will not violate
any federal, state or local law or regulation.

            (f) Net Exchange represents that it has the power and authority to
enter into and perform the Services required pursuant to this Agreement.

            (g) Net Exchange represents and warrants that it will not monitor,
sell or otherwise convey the contents of any WealthHound Customer's private
communications or data except in the
<PAGE>

good faith belief that such action is necessary to protect and defend Net
Exchange's rights or property, or under exigent circumstances to protect the
personal safety of any customers or the public. Net Exchange shall not disclose
the contents of any WealthHound Customer's private communications unless
required to do so by law.

          5. PAYMENT FOR SERVICES.

            5.1 Monthly Payments.

            WealthHound will pay Net Exchange as indicated on the pricing
schedule for all Services provided to Users during the preceding month. If
WealthHound modifies its service plan, WealthHound will be billed for new (or
removed) services, as indicated in Appendix A, as of the next billing period.
Any changes to WealthHound service plan and charges in connection therewith
shall be in writing and signed by both parties.

            5.2 Invoicing.

            (a) Invoices will be submitted monthly in arrears by Net Exchange
for payment by WealthHound, unless other arrangements (such as pre-payment
schedules) have been made pursuant to the pricing schedule. Payment is due
thirty (30) days from the end of the month in which the Services were rendered.
If WealthHound has any valid reason for disputing any portion of an invoice,
WealthHound will so notify Net Exchange within thirty (30) days of receipt of
the invoice by WealthHound, and if no such notification is given, the invoice
will be deemed valid. The portion of Net Exchange's invoice that is not in
dispute shall be paid in accordance with the procedures set forth herein.
Billing date begins upon activation of an Account (" Account" as used herein
shall be as defined as set forth in Appendix A) . WealthHound will be billed for
the prorated portion of the month if the Account is operational less than the
entire activation month; no billing will occur for activation month where
account is operational for less than 10 days in that month. WealthHound will be
billed only for the time the services are operational. If for any reason during
the applicable month the Service is not operational for over 4 hours for any
reason other than a scheduled maintenance, WealthHound shall be billed only for
the prorated time the Service was operational.

            (b) A finance charge of 1.5% per month on the unpaid and undisputed
amount of an invoice, or the maximum amount allowed by law, whichever is less,
will be charged on past due accounts. Payments by WealthHound will thereafter be
applied first to accrued interest and then to the principal unpaid balance. Any
attorney fees, court costs, or other costs incurred in collection of delinquent
accounts shall be paid by WealthHound. If payment of invoices is not current,
Net Exchange may suspend providing further services by providing WealthHound
with fourteen (14) days advance notice of such intent. If WealthHound fails to
pay all sums owed to Net Exchange within said fourteen (14) days, Net Exchange
may suspend services.

            (c) Net Exchange will compute the invoice by multiplying the number
of Mailboxes ("Mailbox(as used herein shall be defined as set forth in Appendix
A) in use by the prorated price per Mailbox as specified in Appendix A and in
paragraph 5.2(b) above. It is the responsibility of WealthHound to invoice, if
applicable, and pay for all services rendered to all accounts acquired by
WealthHound.

            5.3 Taxes. All sales, use, excise and other taxes, if applicable,
relating to the provision of the Services to WealthHound and Customers shall be
paid by WealthHound, except for taxes based solely on Net Exchange's income.

<PAGE>

          6. AUTHORITY TO PROMOTE. Net Exchange grants WealthHound the right to
promote and display the Service on WealthHound's Web sites, CD-ROMs, brochures
or other marketing materials, and on the Wealthhound. com Web site.

          7. PRODUCT TRAINING AND CUSTOMER SUPPORT. Net Exchange will provide
reasonable product training and documentation to WealthHound's customer service
personnel to enable such personnel to provide customer service and respond to
questions from Users, In the event such personnel are unable to provide adequate
customer service to a User because of a lack of information about the Service,
such personnel may escalate the User's problem to Net Exchange's support staff
via telephone or email. All support will be billed at $60 per hour. Net Exchange
will provide 8 hours training to WealthHound's service personnel at no cost
other than reasonable travel expenses.

          8. ACCOUNT ADMINISTRATION. WealthHound will serve as the administrator
for all Accounts acquired by WealthHound.

          9. RIGHT TO REJECT ACCOUNTS. WealthHound acknowledges and agrees that
notwithstanding anything to the contrary contained herein:

            9.1 Net Exchange shall have the right to refuse to provide the
Service to any Account that Net Exchange in its sole reasonable discretion deems
unsuitable;

            9.2 Net Exchange shall at all times have the sole discretion to
cancel, suspend or modify the Account of any user of its Service, subject only
to WealthHound's terms of service in effect at the time of said cancellation,
suspension or modification.

          10. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF BOTH NET EXCHANGE
AND WEALTHHOUND.

            (a) Execution, Delivery and Performance. Each Party represents and
warrants that it has all requisite power and authority and holds all licenses,
permits and other required authorizations from governmental authorities that may
be necessary to fulfill its respective obligations under this Agreement. Each
Party represents and warrants that it has undertaken all necessary action to
ensure that the execution, delivery, and performance of this Agreement are duly
authorized. This Agreement constitutes the legal, valid and binding agreement of
each Party, enforceable in accordance with its terms.

            (b) Limited License to Use Trade names, Trademarks and Service
Marks. Each Party grants to the other a limited non-exclusive, non-transferable
license to use each other's trade names, trademarks, and service marks
(collectively, "Marks") in connection with the performance of this Agreement.
Marks shall only be used in accordance with the specifications provided by the
Party whose Marks are being used. In the event that such specifications are not
provided, such Party's Marks shall not be used for any purpose without first
obtaining its prior advance written consent. Each Party acknowledges that the
other Party retains ownership of all of the other Party's Marks and other
intellectual property rights.

Notwithstanding the foregoing, the following notice shall appear at the bottom
left of the screen throughout the Service: "Copyright(C)1996-2000 Net Exchange
Inc. Patent Pending".

<PAGE>

            (c) Obligations Upon Termination. Upon expiration or termination of
this Agreement for any reason, each Party shall promptly return to the other all
papers, materials and other property of the other Party then in its possession,
completely disassociate itself from the other, and all rights of WealthHound to
market the Service shall terminate.

            (d) Integration Activities. Net Exchange and WealthHound will work
together to facilitate integration of WealthHound Customer registration and
marketing screens and Net Exchange application. WealthHound will be responsible
for developing GUI interface for user account sign-up and other WealthHound
marketing screens. Net Exchange will change the colors throughout the
application to match those requested by WealthHound. Net Exchange will work with
WealthHound to modify the GUI Net Exchange will assist in integrating the
Service to automate sign-up and billing process.

          11. CONFIDENTIALITY. Each party agrees that the Confidential
Information of the other party will be held in confidence to the same extent and
the same manner as each party protects its own Confidential Information, but
each party agrees that in no event will less than reasonable care be used.
Neither party will use the other party's confidential information for any
purpose other than to perform the obligations hereunder. Each party shall,
however, be permitted to disclose relevant aspects of such Confidential
Information to its officers or employees on a need-to-know basis, provided that
they shall be bound to protect the Confidential Information to the same extent
as required under this Agreement. Each party agrees to use all reasonable steps
to ensure that the other party's Confidential Information received under this
Agreement is not disclosed or used in violation of this Section. The obligations
set forth in this Section do not apply if and to the extent the party receiving
Confidential Information ("Receiving Party") establishes that: (i) the
information disclosed to the Receiving Party was already known to the Receiving
Party, without obligation to keep it confidential; (ii) the Receiving Party
received the information in good faith from a third party lawfully in email
addresses, marketing strategies, services, business or technical plans and
proposals, in any form); (iii) any other information identified by a party as
"Confidential Information"; (iv) any other information relating to a party that
is or should be reasonably understood to be confidential or proprietary; and (v)
the terms of this Agreement or any information relating thereto.

Net Exchange specifically acknowledges that all Net Exchange email/Webmail
Accounts and Mailboxes of Users are Confidential Information of WealthHound and
that Net Exchange shall not disclose such Accounts to any third parties nor
shall it use such Accounts for any reason other than to perform its obligations
hereunder.

          12. LIMITATION OF LIABILITY/DISCLAIMER OF WARRANTY. EXCEPT IN
INSTANCES OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN AND SUBJECT TO THE INDEMNIFICATION OBLIGATIONS
BELOW, EACH OF THE PARTIES SHALL NOT HAVE ANY LIABILITY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS OF REVENUE
OR PROFITS INCURRED BY THE OTHER PARTY ARISING UNDER OR RELATING TO THIS
AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NET
EXCHANGE AND ITS SUPPLIERS MAKE NO WARRANTIES REGARDING THE QUALITY,
RELIABILITY, TIMELINESS OR SECURITY OF THE INTERNET OR THAT THE CUSTOMER'S
INTERNET SERVICE PROVIDER'S SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT
AS SPECIFICALLY PROVIDED FOR HEREIN, NET EXCHANGE HEREBY
<PAGE>

DISCLAIMS ALL WARRANTIES TO WEALTHHOUND AND ALL THIRD-PARTIES, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED
TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

In the event of any unplanned disruption of provision of the Services or
availability of the NET EXCHANGE Services that lasts for a continuous four (4)
hour period or longer ("Unplanned System Outage"), NET EXCHANGE shall provide a
refund of a pro rata portion of the price paid for the affected Services during
the period of the Unplanned System Outage. CUSTOMER AGREES THAT EXCEPT AS
SPECIFICALLY SET FORTH HEREIN, THIS SECTION STATES CUSTOMER'S SOLE REMEDY AND
NET EXCHANGE'S EXCLUSIVE LIABILITY FOR ANY UNPLANNED SYSTEM OUTAGE OR OTHER
SERVICE DISRUPTION OR MALFUNCTION.

In any event, except in instances of gross negligence or willful misconduct and
subject to the indemnification obligations below, NET EXCHANGE's entire
liability, and Customer's exclusive remedy, under this Agreement for any damages
from any cause whatsoever, regardless of form or action, whether in contract,
negligence or otherwise, shall in no event exceed an amount equal to the price
paid by WealthHound for the Services out of which the claim arose, to the
maximum extent allowed by law.

          13. INDEMNITY.

WealthHound agrees to indemnify, hold harmless, and defend Net Exchange from any
and all third-party claims against Net Exchange arising from or relating to:

                  (i) the breach of any warranty or representation made by
                  WealthHound in this Agreement;

                  (ii) the breach of any obligation of WealthHound under this
                  Agreement;

                  (iii) the performance or non-performance of the WealthHound
                  products or services (excluding the Service) and the
                  distribution thereof;

                  (iv) any violation or alleged violation by WealthHound of any
                  third-party's copyright, trademark, trade name, patent or
                  other intellectual property rights of any kind;

                  (v) the unlawful sale and/or export of WealthHound's products
                  or services (as the case may be) regardless of whether the
                  Service has been distributed with such products or services;

                  (vi) any action or inaction by WealthHound or any of its
                  agents or employees which causes or is alleged to have caused
                  damage to the person or property of a third party, including
                  without limitation, third-party equipment; and

                  (vii) any taxes due or to become due resulting from
                  WealthHound's activities hereunder, except for taxes based
                  solely on Net Exchange's income.
<PAGE>

          14. LEGAL RELATIONSHIP. Each Party is an independent contractor of the
other. Neither Party shall represent itself or its organization as having any
relationship to the other Party other than that of an independent contractor.
Each Party shall be responsible for all expenses it incurs in connection with
the performance of its obligations under this Agreement. Neither Party shall
hold itself out as having the power to make contracts on behalf of the other
Party. Both Parties acknowledge and agree that neither Party expects this
Agreement to yield any minimum amount of profits and both Parties waive
compensation for loss of prospective profits or expenditures arising from any
termination of this Agreement.

          15. PUBLICITY. The Parties make known that WeathHound is an authorized
reseller of the Net Exchange Service. Otherwise, neither Party shall make any
public statement or press release concerning this Agreement or its subject
matter without first obtaining the written consent of the other Party, which
consent shall not be unreasonably withheld or delayed. Net Exchange reserves the
right to review public statements or press releases prior to release by
WealthHound

          16. INSURANCE. If requested by the other party, each party shall
provide the other with proof of insurance, in commercially reasonable amounts,
covering the performance of such party's obligations hereunder.

          17. MISCELLANEOUS.

            (a) WealthHound shall not assign its rights or delegate any of its
duties or obligations hereunder without the advance written consent of Net
Exchange. Net Exchange may assign or delegate its duties and obligations to an
entity that agrees to assume them, subject to the approval of WealthHound. Such
approval shall not be unreasonably withheld.

            (b) The terms and conditions of this Agreement shall be binding upon
and shall inure to the benefit of the Parties and their respective successors
and permitted assigns.

            (c) This Agreement shall not be amended or modified except by a
writing signed by both Parties.

            (d) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without reference to principles of
conflicts of laws.

            (e) All notices hereunder shall be in writing and shall be deemed
given upon personal delivery or when sent by a nationally-recognized overnight
delivery service or by certified mail, postage prepaid, return receipt
requested, at the address first set forth above. A Party may change such address
for notice upon written notice given in accordance with the provisions hereof.

            (f) The headings used herein are inserted for convenience only and
are in no way intended to describe, interpret, define or limit the scope, extent
or intent of this Agreement.

            (g) If any provision of this Agreement is determined by an
arbitrator or court of competent jurisdiction to be unenforceable, such
provision shall be automatically reformed and construed so as to be valid,
operative and enforceable to the maximum extent permitted by law or equity while
preserving its original intent. The invalidity of any part of this Agreement
shall not render invalid the remainder of this Agreement.

<PAGE>

            (h) Waiver by a Party of a breach of any provision of this Agreement
shall not operate as nor be construed as a waiver of any subsequent breach
thereof.

            (i) Sections 2(c), 4.3, 5(c), 6, 7, 11 and 12 hereof shall survive
expiration or termination of this Agreement.

            (j) Each Party to this Agreement represents, agrees, and warrants
that it will perform all other acts and execute and deliver all other documents
that may be necessary or appropriate to carry out the intent and purposes of
this Agreement.

            (k) This Agreement constitutes the entire agreement between the
Parties regarding the subject matter contained herein and supersedes all prior
and contemporaneous undertakings and agreements of the Parties, whether written
or oral, with respect to the subject matter herein.

          18. ARBITRATION. Any controversy or claim arising out of or pursuant
to this Agreement which remains unresolved after at least one meeting between a
principal of each Party having the requisite authority to settle the dispute
shall be submitted to binding arbitration in accordance with the rules of the
American Arbitration Association. The site of such arbitration proceedings shall
be in New York, New York. Judgment upon any award may be entered in any court
having jurisdiction thereof. This Section shall not limit any Party's right to
obtain any provisional or equitable remedy, including, without limitation,
injunctive relief from any court of competent jurisdiction, as may be necessary
in the sole judgment of such Party to protect its rights. The arbitrator(s) is
hereby directed by the Parties to award reasonable legal fees and disbursements
to the Party prevailing in the arbitration. The Parties agree that the
arbitrator(s) shall not have the authority to award any damages in excess of
those permitted by Section 6 above.

          19. FORCE MAJEURE. Except as to payment obligations, neither Party
shall be liable or considered in default under this Agreement when the delay of
performance is caused by circumstances beyond its reasonable control and
occurring without its fault or negligence, including failure of suppliers,
subcontractors, and carriers, acts of civil or military authorities, national
emergencies, fire, flood, acts of God, insurrection, and war, provided the Party
invoking this Section immediately provides notice thereof to the other and does
everything reasonably possible to resume its performance hereunder.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.



WealthHound, Inc.                                 Net Exchange, Inc.


By:/s/ Scott B. Major                             By: /s/ Ted Pendleton
  ---------------------------                        -------------------------
Printed Name:  Scott B. Major                     Printed Name:  Ted Pendleton
Title:  Founder                                   Title:  Director of Sales
Date:  4/28/00                                    Date:  5/23/00

<PAGE>

       APPENDIX A -DESCRIPTION OF "WEBMAIL" SERVICES FOR WEALTHHOUND, INC.

                  1. "WEBMAIL" SERVICE: Listed below are the features that will
be included in the Services that Net Exchange will provide to WealthHound and
that WealthHound will offer to the Users through the wealthhound. com Web site.
WealthHound will use the API to grant each User an account on the Service ("
Account") that enables her to access a number of mailboxes (each, a "Mailbox"),
by integrating the API with WealthHound's other registration functions. Each
User will be granted one (1) Mailbox from Net Exchange.

                  Users will access the Service from any Web browser connected
to the Internet by entering their email address and password into a form, as per
paragraph 1 (d) of this Agreement. WealthHound will provide the account sign-up
process pages and pass the information required to establish user accounts to
Net Exchange.

                  2. GUI CUSTOMIZATION: Net Exchange will provide color changes
to the user interface to match the WealthHound color scheme, in addition to
those already available to WealthHound, i.e. logo and top and left navigation
frames. These color changes will include changing the colors of the user
interface, including action buttons (at the bottom and top of most screens),
sort bar (at the top of lists), and background colors.

                  3.       JAVA APPLICATION PROGRAMMING INTERFACE

                  Net Exchange will provide an application-programming interface
for the Java programming language (" API") that will provide the following
automated functions for WealthHound to use in WealthHound's software:

                  3.1 Ability to create Accounts, each with a single Mailbox of
                  the same name;

                  3.2 Ability to modify and delete Accounts and Mailboxes;

                  3.3 Ability to determine whether an Account exists.

                  4. PRICING: WealthHound will be billed $0.24 per Mailbox per
month. Each Mailbox will be allotted 5 megabytes of storage space.
<TABLE>
<CAPTION>
<S>                                                                                         <C>
WEALTHHOUND'S SUPER-ADMINISTRATIVE ACCOUNT FEATURES - PARTIAL LISTING                           PER ADMIN. ACCOUNT
  Storage allocation and usage reporting                                                        No Charge
  SSL for administration module (40 bit standard)
  Manual (after-the-fact) e-mail search/monitoring
  Add users and mailboxes quickly
  Group and directory creation
  Delegated administration capabilities
  GUI customization (color and logo)
  Hardwire tag line

MAILBOX FEATURES - PARTIAL LISTING                                                               PER MAILBOX PER MONTH

  1 mailbox (multiple mailboxes per user are available)                                          $0.24 per mailbox per
                                                                                                 month
</TABLE>
<PAGE>

 5MB storage (averaged; additional storage available -see below)
Multiple  Attachments
Auto-filing: by contact, date, subject, attachment
Auto-address  book creation
Integrated address book
Address book import
Unlimited  Directories
Fast, global search (by body, subject, sender, date)
SSL for log-in
Groups, topic folders, directory/address additions
View and sort attachments
Drafts box for incomplete or template emails
Spam filtering -of  unrecognized senders
Content filtering (after-the-fact)
Spell check
Email auto-aliases
POP3 support (use email with clients such as Outlook, Netscape and Eudora)
Vacation Reply: Sends automatic, customized response
Automatic Forward: Forwards all your incoming messages to another, selected
email address
Select name that appears in all outgoing messages
Automatic Save to Draft option
AutoSignature
Sort Inbox by Date: Ascending or Descending default
Mark Contact as Unknown when not in Directory
Forward Unknown emails to another, selected mailbox
Reply to Address: Used when different than sent address
View History: View emails by Contact Session Timeout
<PAGE>


                       APPENDIX B -SERVICE LEVEL AGREEMENT

To the extent specified in this Appendix, NET EXCHANGE will exert its best
efforts to maximize the quality, reliability, timeliness and security of its
Services and minimize service disruptions and errors.

TOTAL SYSTEM UPTIME

Net Exchange delivers greater than 99.8% system availability (see Section 5 of
Customer Agreement for details).

SYSTEM MONITORING

The NX systems are continuously monitored internally and externally to assure
secure and reliable operation.

     EXTERNAL/INTERNET MONITORING: Service Metrics systematically measures and
     optimizes performance and quality of service across the Internet. The
     service provides Net Exchange with automatic summary reports and immediate
     alarms via email or pager. Problems can be pinpointed directly from any
     browser so we can resolve problems before they effect customer use.
     INTERNAL/SYSTEM MONITORING: Our Data Center is managed by a leading
     Internet distribution center, FRONTIER GlobalCenter, also serving Yahoo!
     and Netscape (see Technical Specifications datasheet for details). System
     performance is monitored by SYMON Communications' Real Time Visual
     Messaging and Alerting Systems (see www. symon. com).

SYSTEM MAINTENANCE
Net Exchange reserves a maintenance window from 1:00 -4:00 a. m. EST on Tuesday,
Thursday and Saturday. This window is periodically used to complete system
upgrades that enhance product functionality.