<TABLE>
<CAPTION>
                            ARMY AND AIR FORCE EXCHANGE SERVICE
                               SOLICITATION/PROPOSAL/AWARD
                  (MERCHANDISE, SUPPLIES, EQUIPMENT, AND/OR SERVICES)

<S>                             <C>                       <C>
--------------------------------------------------------------------------------
ISSUED BY                       CONTRACTING OFFICER
HQ AAFES                        Yvonne A. Finch finch@aafes.com
SD-V/T                          ------------------------------------------------
3911 S.Walton Walker Blvd.      TELEPHONE NUMBER        CONTRACT CONTROL NO.
Dallas, Texas 75236             214-312-4646            (If Application)
                                ------------------------------------------------
                                ITEMS/SERVICE
                                Residential Telecommunications, Eielson AFB, AL
--------------------------------------------------------------------------------
                           SOLICITATION FOR PROPOSALS
--------------------------------------------------------------------------------
DATE ISSUED                                      SOLICITION NUMBER
 6 Jan 2005                                      01-001-04-06
--------------------------------------------------------------------------------
Proposals are solicited for merchandise, supplies, equipment or services
described in this solicitation. Written proposals must be received at the
issuing office by 12:00 o'clock p m, local time 7 Feb 2005.
--------------------------------------------------------------------------------
                     PROPOSAL (To Be Completed By Offeror)
--------------------------------------------------------------------------------
The offeror agrees, if awarded all or part of the items and/or services
solicited, to furnish them according to the price(s)/fee(s), terms and
conditions contained in the solicitation and proposal. This proposal will be
valid for 180 calendar days (60 calendar days unless a different period is
entered by offeror) after the date for recipt of proposals established above.

OFFEROR REPRESENTS (Check appropriate boxes)

   1.  That it [ ] is [X] is not a manufacturer or producer of: [ ] is [X] is
       not a regular dealer in; the items provided [Commodity contracts only)
          OR
   2.  That it [X] is [ ] is not engaged in furnishing of services of the type
       called for herein (Service contracts only)

   3.  That it operates as an [ ] Individual [ ] Partnership [X] Corporation,
       incorporated in the State or Country  of Washington.

   4.  That it [X] is [ ] is not a small business.

   5.  That it [ ] is [X] is not a minority business enterprise (see definition
       page 2).*

   6.  That it [ ] is [X] is not a women-owned business (see definition page
       2).*

   7.  That an owner or officer of the firm or the firm or a related firm
       [ ] has [X] has not been convicted of a felony related to a business
       transaction.

   8.  That an owner or officer of the firm or the firm or a related firm
       [ ] has [X] has not been  suspended or debarred.

   9.  That the information provided is full, accurate and complete. For breach
       of this warranty, AAFES may terminate for default any contract resulting
       from this solicitation and all other AAFES contracts.

         *Check a block for all contracts to be performed in the United States,
its possessions and Puerto Rico.
<CAPTION>
<S>                                            <C>                                                   <C>
---------------------------------------------------------------------------------------------------------------------
FULL NAME AND BUSINESS ADDRESS OF CONTRACTOR   TELEPHONE NUMBER/FAX NUMBER/EMAIL ADDRESS
(Street, City & Zip Code or Country)            (808) 783-8754
HomeNet Communications                         ---------------------------------------------------------------------
5252 North Edgewood Drive Suite 310            SIGNATURE OF PERSON AUTHORIZED TO                      DATE
Provo, UT 84604                                SIGN PROPOSAL
                                                  /s/ Kevin Doherty                                   6 Feb 05
---------------------------------------------------------------------------------------------------------------------
TIN NO.            DUNS NO.                    TYPED OR PRINTED NAME AND TITLE
91-2133121         11-868-8360                  Kevin Doherty President Federal DOD
---------------------------------------------------------------------------------------------------------------------
                                ACCEPTANCE AND AWARD (To Be Completed By AAFES)
---------------------------------------------------------------------------------------------------------------------
CONTRACT AWARDED FOR FOLLOWING:

5 Years
This contract is awarded subject to offerors proposal dated 7 Feb 05, consisting
of 174 pages, which is attached hereto and made a part of the cobtract.
--------------------------------------------------------------------------------
CONTRACT NO.         AMOUNT: [X] ESTIMATED $14,084,100        DATE OF AWARD
01-001-04-06                 [ ] ACTUAL                         23 February 2005
--------------------------------------------------------------------------------
SIGNATURE                      TYPED NAME
                               Yvonne Finch   Contracting Officer, Army
/s/ Yvonne Finch                              & Air Force Exchange Service
--------------------------------------------------------------------------------
AAFES FORM 4450-032 (REV JAN 98) (Prev Edition Usable)
</TABLE>
<PAGE>

                                                    Solicitation # 01-001-04-006

                SCHEDULE Telecommunications Products and Services

1. General: Proposals are solicited to establish a concession contract with
AAFES for the operation of telecommunications services at Eielson AFB.
Activities will include sale of: a) wireless telecommunications services,
b)equipment and accessories, c) wireless prepaid phone cards, d)local, long
distance and enhanced telephone service, e)high speed and dial-up internet, f)
television service and g) and other emerging technologies as they become
available in the marketplace. Offerers are encouraged to enter into alliances to
provide the full range of products and services required in this solicitation.
Other services may be added to the contract after the award by contract
amendment.

2. Contract Period: The contract period will become effective upon the execution
of this contract by the contracting officer and shall remain in for five years
unless sooner terminated according to the contract General Provisions. No
representation that this contract will be extended beyond its original period is
binding on AAFES unless in writing signed by the contractor and contracting
officer. In no event will the contract be extended beyond an accumulated period
of five (5) years from the date established for commencement of service.

3. Qualification of Offerers:

         a. Proposals will not be considered unless submitted by firms who
currently successfully own, operate, or manage in a full-time capacity, a
business identical to or having similar technical and operational
characteristics to the service solicited. The phrase "operated or managed" means
the offerer has/had a direct involvement in the day-to-day operation of the
business to include responsibility for employment, supervision, scheduling
production/services, payroll, and purchasing. The monthly sales volume of the
offerer's business must equal or exceed the estimated monthly sales of the
proposed concession activity. Offerers must demonstrate the availability of
sufficient capital to provide for adequate inventory and delivery of solicited
services. Offerers must be capable of generating revenue from the sale of
equipment, accessories, monthly recurring wireless network charges, wireless pre
paid phone cards, telephone services, and television services.

         b. The offerer is required to furnish documentation of the above
experience with submission of a proposal. This documentation may consist of but
is not limited to: 1) a statement from the offerer identifying the date the
business was established; 2) a copy of the offerer's business registration or
state license; 3) a copy of the two most recent annual profit and loss
statements (include P&L statements for both parent and subsidiary if the
subsidiary is

SCHEDULE                                                                  PAGE 1
<PAGE>

                                                    Solicitation # 01-001-04-006

submitting the proposal). It is the responsibility of the offerer to ensure that
adequate documentation is provided with the proposal to enable the Contracting
Officer to determine the offerer meets the qualifications stated above. Failure
to provide such information may result in the offerer being determined
non-responsible.

         c. AAFES reserves the right to waive all or part of the qualification
requirements in the event it is determined to be in AAFES1 best interests.

         d. AAFES further reserves the right to determine the responsibility of
the offerers based on factors including but not limited to the offerer's
financial resources, business capacity, performance record, integrity,
management/business acumen, technical ability and facilities/equipment.

4. Format of Documents: The offerer is required to submit all information
requested in this solicitation. The offerer is also required to provide the
information listed in this Schedule, paragraph 3, Qualification of Offerers.
Failure to provide a proposal in the required format can render the proposal as
non-responsive.

5. Evaluation for Award of Contract: Award of contract will be made according to
the Evaluation and Acceptance and Award paragraphs of Instructions to Offerers
and Conditions of Proposals/Award, AAFES form 4450-2. A contract will be awarded
to the offerer attaining the highest total average discount savings based on the
bundled packages outlined in Exhibit E. The fee will not be considered for
contract award, however, the contracting officer must be able to determine the
fee proposal to be fair and reasonable. The fees and fixed discount percent
savings proposed would apply for the entire term of the contract.

6. Sales History and Market Penetration Potential:

         a. Sales History - This is a new service; therefore, no data is
available to establish actual sales. It is estimated that the total gross sales
will average approximately $234,735 per month for all services under this
contract. AAFES makes no warranty, express or implied, of the gross sales to be
realized.

The estimated monthly sales were computed by taking the 60% of the number of
family residences, dormitories and barracks at each installation plus 50% of the
total demographics multiplied by the an average bundled price of $95.00 for all
services. The sales represent the projected number of customers who elect to
switch to services under this contract.

Eielson AFB         $234,735

         b. Number of Residences (on the installation)

                           Family    Barracks/Dorms       Total
                           ------    --------------       -----
SCHEDULE                                                                  PAGE 2
<PAGE>
                                                    Solicitation # 01-001-04-006

Eielson AFB                         1416                522             1938

         c. Total Demographics

                Active      Family    Retirees   Reserve/
Location        Duty        Members   + Family   Guard + Family      Total
--------        ----        -------   --------   --------------      -----

Eielson AFB     3391         5059       2076     1307                11,833

         d. AAFES makes no warranty, expressed or implied, concerning sales or
units, the number of authorized customers, or the amount of market penetration
that will be realized under a contract resulting from this solicitation.

7. Sale of Services: Sale of all services under this contract will be offered by
contractor personnel in staffed store fronts or kiosks co- located in or near
AAFES stores as shown in Exhibit I. In no case will AAFES warehouse or sell
products for the concessionaire.

8. Hours of Operation: The required hours of operation for the locations covered
under this contract are shown below. Refer to Exhibit C, Special Provisions,
paragraph 2, Facilities/Maintenance/Hours. Service will be provided through a
kiosk or space provided by AAFES at the locations listed below.

Eielson AFB Bldg 2518 1000-1800 Mon-Fri 1000-1700 Sat Closed PX

9. Conflict with the AAFES Contract and FCC Tariffs/Regulations: The award of
this contract is subject to applicable statutes, tariffs and regulations
pursuant to the filing of any tariff or tariff revisions affecting such
contract. The contractor will provide the contracting officer with notice of
such statutes or proposed tariff revisions affecting this contract. It is
recognized that in the event of a conflict between the AAFES contract and
applicable statutes, tariffs and regulations, that such regulations will be
controlling.

10. Federal and State Laws, Rules, Regulations and Codes: The contractor must
comply with all applicable construction, electrical and safety codes. The
contractor must also agree to be responsible for, to comply with, and indemnify
AAFES from any subsequent rulings or findings of fact by the Federal
Communications Commission (FCC) or State Public Utilities Commission (PUC)
regarding compliance with the requirements of an aggregator. The term
"aggregator" as used herein is defined in the Telephone Operator Consumer
Services improvement Act of 1990 and in FCC regulations related thereto. The
contractor must also indemnify AAFES from any claims of patent, trademark,
service mark or copyright infringement by third parties.

11. Phase-Out/Changeover Period:

SCHEDULE                                                                  PAGE 3
<PAGE>

                                                    Solicitation # 01-001-04-006


         a. The 30-day period from contract commencement will be a phase- in
period for all locations. The contractor will submit a phase-in plan within 10
days of contract award. The concessionaire will systematically place kiosks or
move into storefronts with equipment/service required in the contract.

         b. The 90-day period following expiration of the contract is a
phase-out/changeover period during which time the contractor will continue
operations to correspond with a phase-in of the following contract, as directed
by the contracting officer, to provide continuity of service. The concessionaire
will remove all equipment within the 90- day phase-out/changeover period as
approved by the Contracting Officer.

         c. All terms and conditions of the contract apply to operations and
sales during the phase-out/changeover period; however, the period of changeover
will not be construed as an extension of the contract period.

I 12. Promotional Events: Promotional discounts and/or special offers, \ which
the contractor offers on the local market, must also be offered to the Residents
in conjunction with the fixed percent savings discount as outlined in Exhibit E,
Fixed Discount Percentage & Fee Schedule.

13. Use of Consultant. AAFES reserves the right to utilize the services of a
telecommunications consultant in the evaluation of proposals submitted. Except
for the information deemed by law to be public record, all financial,
statistical, personal, technical, security, and other information and data
relating to AAFES' operation and made available to the offerer in order to carry
out the contract are confidential and shall be protected by the offerer from
unauthorized use and disclosure through the observance of the same or more
effective procedural requirements as are applicable to AAFES. Similarly, the
above is applicable to any concessionaire(s) engaged by the offerer to provide
any service(s) to AAFES.

14. Marketing Plan; A detailed marketing plan will be developed by the
contractor with the objective to inform customers of the savings to be realized,
programs and services offered, how to obtain those services, prices and methods
of payment. Marketing plan will use all available media including, but not
limited to, print, radio and TV.

15. Employee Requirements;

         a. Concessionaire's employees must be bonded and pass security
clearances to enter respective Military Bases communication building.

         b. All customer contact employees, including those who are assisting
customers with the selection of telecommunications must be knowledgeable of the
contractors service in order to help and assist customers. They

SCHEDULE                                                                  PAGE 4
<PAGE>

                                                    Solicitation # 01-001-04-006

must be able to answer common customer questions concerning the services
offered. They must be able to assist customers with customer billing inquiries
and limited technical questions and be able to direct customers to appropriate
points of contact when the nature of the inquiry is beyond their ability.

         c. Customer Support personnel must be knowledgeable of the contractors
service in order to resolve customer inquiries concerning all facets of the
contractors service. They must have moderate technical knowledge to answer
customers questions concerning the Internet, user connections and operations,
and all services provided under the contract. They must be able to assist
customers with billing and other service related inquiries and be able to direct
customers to appropriate points of contact when resolution of the inquiry is
beyond their ability.

16. Definition of Terms:

         a. AAFES - The Army and Air Force Exchange Service. This retail and
service organization operates retail stores and provides various services
throughout the United States and in many foreign countries.

         b. Activation fee - Any fee charged to the consumer when new wireless
service is established.

         c. Activations and Renewals - The term "activations and renewals" means
all new wireless telephone numbers placed into service for AAFES customers
and/or each new contract signed by a customer for new or renewal of service.
Example: If a contract establishes service for three telephone numbers, then
three activations took place.

         d. Air Time Charges - Includes monthly recurring charge plus excess
actual time spent talking on a wireless phone.

         e. Basic Television Service - means a separately available tier to
which subscription is required for access to any other tier of service.

         f. Billing and Collection Services - Provision by the contractor or
carrier of monthly bills to each customer, maintenance of account status,
issuance of credit notices, collection of monies owed, and suspension of service
for non-payment.

         g. Cable/ Wiring - Distribution cable, CATV cable and inside wire
necessary to connect each Resident's phone and all wiring necessary to establish
required connections between the switch or Centrex and the Public Switched
Telephone Network (PSTN) for the provision of all Services.

         h. Cable Modem -- is a computer device that uses the cable TV system to
deliver high speed Internet access to the Residents computer and/or telephone.
One end, the cable modem will plug into the coaxial

SCHEDULE                                                                  PAGE 5
<PAGE>

                                                    Solicitation # 01-001-04-006

cable in the Residents home and the other end will plug into the Residents
computer.

         i. Cablecast Signal - means a non-broadcast signal that originates
within the facilities of the system.


         j. Centrex - An off-premise switch furnished by a PTT which provides
the same or similar services to a PBX but all required switching equipment is
housed in the PTT's central office.

         k. Channel - means a frequency band, which is capable of carrying
either one standard video signal, a number of audio, digital or other nonvideo
signals or some combination of such signals.

         1. Contractor - someone under contract with AAFES to provide a service
to authorized AAFES customers.

         m. Converter - means an electronic device, which converts signals to a
frequency not susceptible to interference within the television receiver of a
Subscriber, and any channel selector, which permits a Subscriber to view all
signals, delivered at designated converter.

         o. Commander's Access Channel - a channel dedicated to programming
requested by the Base/Post Commander.

         p. Customer -- means a Resident end-user purchaser of the Services.

         r. Customer Care: Available 24 hours per day, 7 days per week for
customers encountering difficulty with the Services.

         s. Digital Subscriber Line (DSL) - A broadband digital connection made
directly by using existing copper telephone lines. The DSL modem maintains a
digital link from a modem to a provider's network, driving ordinary telephone
lies at speeds far beyond conventional dial-up modems.

         t. Direct Dialed Services - Telecommunications services available to
customers by directly entering the digits of the desired number into the
telephone and connecting to the called party without the use of an operator.

         u. Drop -_a coaxial, fiber, or other connection from Feeder cable to
the Subscriber/user residence or place of business.

         v. Enhanced 911: Provides the emergency services agency with the
address and phone number of the caller automatically. The contractor shall
provide the appropriate network connectivity to transmit E-911 calls from the
Residents and Premises to the public E-911 network for transmission to the
appropriate PSAP.


SCHEDULE                                                                  PAGE 6
<PAGE>

                                                    Solicitation # 01-001-04-006

         w. Emerging Telecommunication Services: Service as developed and
available in the local market will be offered to Residents. The contractor and
AAFES will mutually agree on prices for these Services. It is understood pricing
will be at a discount from the local market as defined in Exhibit D, Price
Schedule.

         x. Equipment and Accessories - Including but not limited to all
hardware/software, batteries, chargers, adapters, cases, earphones etc. For
purposes of fee payment under this contract, the term "equipment and
accessories" means all wireless products, except phones and wireless prepaid
phone cards sold to AAFES customers whether purchased through the AAFES or
through other channels. For example, a toll free number.

         y. Facilities -- means headend antenna and cable broadcast and
satellite programming reception equipment, including the structure housing such
equipment.

         z. Headend - the electronic control center of the system, including
components that amplify, filter and convert incoming broadcast and other
television and electronic signals for distribution over the television system.

         aa.Installed Equipment - Equipment installed so as to become a
permanent part of the installation infrastructure; normally affixed to or within
a structure or installed underground. Example of installed equipment is outside
cable plant and/or internal building wiring.

         bb. Internet Access - Provides customers access to the Internet and the
World Wide Web.

         cc .Interexchange Carrier (IXC) - U.S. long distance carrier authorized
to carry calls between local exchange carrier territories and in some cases,
within those territories.

         dd. International Phone Service - toll service to points outside the
country of origin.

         ee. Local Access Transport Area (LATA) - The territory within which
Bell Operating Companies (BOCs) and certain other local exchange carriers are
authorized to carry toll calls. Calls within the LATA are called intraLATA
calls. Calls between the LATAs are called interLATA calls.

         ff. Local Exchange Carrier (LEG) - A U.S. telephone company authorized
by law to carry local and certain toll calls over its network within a specific
geographic area.

         gg. Local Phone Service - telephone service available to customers at a
flat monthly rate for unlimited local calling.

         hh. Long Distance Phone Service - toll service to points beyond the
local calling area.

SCHEDULE                                                                  PAGE 7
<PAGE>

                                                    Solicitation # 01-001-04-006

         ii. Metropolitan Service Area (MSA)/Rural Service Area (RSA) - The
geographic areas designated by the Federal Communications Commission within each
of which two cellular service franchises compete for customers.

         jj. Monthly recurring charge - Monthly bill a customer receives for the
calling plan they subscribe to.

         kk. PBX Switch - An on-premise private branch exchange permitting
telecommunications between those extensions connected to the line side of the
PBX and permitting telecommunications between those extensions connected to the
PBX and to any local, long distance or international location.

         ff. Operator Services - telecommunications services available to
customers who wish assistance or who wish to bill the call to an account other
than the customer's barracks residence account, i.e., charged to a calling
card/credit card, collect or billed to a third number.

         gg. Prepaid wireless - Service for which payment is accepted in
advance, including but not limited to cash, credit card and check payments.

         hh. Pre Paid wireless phone (boxed) - Packaged wireless prepaid
telephone with prepaid airtime.

         ii. Pre Paid wireless phone cards - Cards that add airtime to customers
phones that require prepaid wireless network.

         j j. Public Service Access Point (PSAP) - Military Base dedicated
emergency location dedicated emergency location(i.e. Fire Station, Police,etc.)

         kk. Residential Broadband Services: Unlimited Internet service will be
offered at a minimum of 256kbps download and comparable to service offered by
local and/or major service providers for broadband access.

         11. Residential Internet Services: Internet access that is "always on"
and faster than traditional dial-up services.

         mm. Resident or Residents -- means that Person or Persons who rents or
inhabits any residence (housing and dormitory/barracks).

         nn. Sales - All gross billed revenue including local, long distance,
television services, Internet services and emerging technology services,
installation and/or reconnection fees (if applicable), and converter rentals.

         oo. Services --means the contractor required services, and only

SCHEDULE                                                                  PAGE 8
<PAGE>

                                                    Solicitation # 01-001-04-006

those services, to be marketed and sold pursuant to this contract to Residents.

         pp. Service Calls; Provides a technician to perform services necessary
on the installed equipment to include but not limited to voice, data and
television service, etc. where installed.

         ee. Staffed Kiosk - An enclosure or fixture used to market/merchandise
product and service consistent with industry standard in malls in the local
market area staffed with concessionaire sales personnel.

         qq. Television Services; Offer a variety of channels which may consist
of basic, standard, premium, digital and pay-per-view services. Includes but not
limited to, analog and/or digital cable services, interactive service, high
definition, and digital video recorder service.

         uu. Television Service Installation - shall mean the connection of the
system from the drop cable to subscribers' terminals.

         vv. Telephone Calling/Credit Card - An account number with an
associated PIN number which is recognized by the carrier as an acceptable
billing option for telecommunications transactions.

         ff. Toll Free Number Sales - A dedicated toll free number with live
operator response which will be advertised in print, radio/TV and internet media
to AAFES customers. This number will enable customers to purchase products and
services listed in this solicitation. Products will be drop shipped directly to
customers.

         hh. Trading Area - defined as the market area surrounding the base
within a radius of 10 miles.

         ww. Uninstalled Equipment - Equipment placed within a building but
easily removable; normally connected to installed equipment. Examples of
uninstalled equipment are telephone instruments,switches, DCU/CSU's, pairgain
equipment, line cards, Internet servers, etc.

         yy. Voice Mail: Service permitting messages from callers to be stored
for later retrieval.

         zz. Voice Over the Internet (VoiP) --technology used to transmit voice
conversations over a data network using the Internet Protocol.

         aaa. Wireless Phones/Service - Portable phones which originate and
receive phone calls without the use of wires connected to a LEC central office.
Technology may be cellular, satellite, specialized mobile radio (SMR) or other
personal communications wireless network.

SCHEDULE                                                                  PAGE 9
<PAGE>

                                                    Solicitation # 01-001-04-006

17. The contractor or AAFES shall not be liable for any reasonable delay or
failure in performance of any part of this contract because of any cause or
circumstance beyond its control such as, but not limited to, acts of God,
explosion, fire, power failures, strikes, newly laws and regulations, or any
other cause arising without its actual fault.


SCHEDULE                                                                 PAGE 10
<PAGE>

                                                     Solicitation # 01-001-04-06

                                   EXHIBIT A
                               GENERAL PROVISIONS
                              Contract for Services
                                    (Oct 98)

1. AUTHORITY TO BIND (JAN 94).
2. LEGAL STATUS (AUG 92).
3. PROCUREMENT INTEGRITY (AUG 92).
4. ORAL REPRESENTATIONS (JAN 94).
5. MODIFICATIONS AND ADDITIONS (JUN 94) .
6. SUBCONTRACTING (JUN 94).
7. ASSIGNMENT - SERVICES (DEC 97).
8. TERMINATION (JUN 94).
9. PERMITS, LICENSES AND APPLICABLE LAWS (JAN 94).
10.INDEMNIFY AND HOLD HARMLESS (MAY 89).
11.DISPUTES (FEB 95).
12.NON-WAIVER OF DEFAULTS (MAY 89).
13.ADVERTISEMENTS (MAY 89).
14.EXAMINATION OF RECORDS (MAR 94).
15.CONTRACTOR PERSONNEL AND REPRESENTATIVES (JAN 94).
16.ENVIRONMENTAL PROTECTION (MAR 94).
17.CONTRACTOR LIABILITY - SERVICES (MAR 94).
18.DRUG-FREE WORKPLACE (AUG 92).
19.RESTRICTIONS ON PURCHASES OF FOREIGN GOODS (AUG 95).
20.YEAR 2000 COMPLIANT (APR 98).
21.PAYMENT BY ELECTRONIC FUNDS TRANSFER (OCT 98).
22.PRIVACY ACT


EXHIBIT A                                                                 PAGE 1
<PAGE>

                                                     Solicitation # 01-001-04-06

                               GENERAL PROVISIONS
                             Contract for Services

1. AUTHORITY TO BIND (JAN 94).

         a. "Contracting Officer" means a person authorized by the Commander,
AAFES to execute and administer contracts, purchase orders, or other agreements
on behalf of AAFES. Only contracting officers may waive or change contract
terms; impose additional contract requirements; issue cure, show-cause and
termination notices; issue claims against contractors, and issue final decisions
on contractor claims.

         b. Other AAFES and government officials may be authorized by the
contracting officer to perform actions of an administrative nature, forwarding
requests for contract changes to the contracting officer; collecting contract
payments, and processing routine documents. These officials are not contracting
officers, as defined in a. above.

         c. AAFES has no obligation to recognize or accept waivers or changes to
this contract that result from the actions of officials other than the
contracting officer. Claims based on such actions may be denied. Questions
concerning the authority of other AAFES or government officials should be
referred to the contracting officer.

2. LEGAL STATUS (AUG 92). The Army and Air Force Exchange Service, including its
activities, offices, individual exchanges and overseas exchange systems, is an
integral part of the Departments of the Army and Air Force and is a
nonappropriated fund instrumentality of the United States Government. AAFES
contracts are United States contracts; however, they do not obligate
appropriated funds of the United States except for a judgment or a compromise
settlement in suits brought under the provisions of the Contract Disputes Act
(41 USC 601-613), in which event AAFES will reimburse the United States
Government (31 USC 1304 [c]). (Note: AAFES procurement policy is established by
the Department of Defense and the Army and Air Force in DoD Directive 4105.67,
AR 60-10/AFR 147-7, and AR 60-20/AFR 147-14. The Armed Services Procurement Act
and Federal Acquisition Regulation do not apply to AAFES due to its status as a
nonappropriated fund instrumentality).

3. PROCUREMENT INTEGRITY (AUG 92).

         a. By submission of an offer or performance of this contract, the
offerer or contractor certifies with respect to this AAFES purchase action:

(1) that no discussion, offer or promise of future employment or business
opportunity has been or will be made to AAFES civilian or military personnel who
participated personally and substantially in the purchase action; that

         (2) no offer, promise or gift of any gratuity, entertainment, money, or
other thing of value has been or will be made to any AAFES civilian or military
personnel or any other employee of the United States Government or member of
their family or household;

EXHIBIT A                                                                 PAGE 2
<PAGE>

                                                     Solicitation # 01-001-04-06

         (3) that no information proprietary to other offerers or other
purchasing information (listing of offerers, prices offered, technical
evaluations or rankings, etc.) has been or will be sought, obtained or given to
any person not authorized by the contracting officer, until it would be
available to the public under AAFES procedures.

         (4) that no person or selling agency has been employed or retained to
secure this contract upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee except bona fide employees or bona fide
established commercial selling agencies retained by the contractor for the
purpose of securing business.

         b. Contractor certifies that no gratuities (entertainment, gifts,
money, kickbacks or other things of value) were or will be solicited or accepted
by the contractor, or any person representing the contractor, from any
subcontractor or person representing the subcontractor, for the purpose of
obtaining or rewarding favorable treatment in connection with this contract or
any subcontract under it.

         c. Contractor will report in writing to the Director, Loss Prevention
Division, any possible violation of this clause when the contractor has
reasonable grounds to believe a violation may have occurred. The contractor
shall cooperate fully with any federal agency investigation of a possible
violation of this clause.

         d. For breach of any of these certifications, AAFES may terminate this
contract for default and/or deduct from amounts due under this or other
contracts, or charge contractor for the total value of any contingent fee,
gratuity or kickback or other loss to AAFES arising out of the breach.

4. ORAL REPRESENTATIONS (JAN 94). This contract represents the entire agreement
of the parties. Any changes or amendments thereto may not be recognized by AAFES
unless committed to writing and incorporated by reference into the contract by
the contracting officer.

5. MODIFICATIONS AND ADDITIONS (JUN 94). Except as otherwise specifically
provided in this contract, all changes, modifications, additions or deletions to
this contract must be prepared in writing as formal amendments signed by both
parties and approved in accordance with provisions of applicable regulations.

6. SUBCONTRACTING (JUN 94). Contractor shall not subcontract any part of the
work to be performed without the prior written consent of the contracting
officer. Any subcontractor used in connection with this contract is the agent of
the contractor and not the agent of AAFES.

7. ASSIGNMENT - SERVICES (DEC 97). The Assignment of Claims Acts, 31 U.S.C. 3727
and 41 U.S.C. 15, are not applicable to amounts due under AAFES contracts.
Contractor may not assign its rights or delegate its obligations under this
contract, and AAFES will neither consent to, nor recognize, any purported
assignment. Contractor may request permission

EXHIBIT A                                                                 PAGE 3
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                                                     Solicitation # 01-001-04-06

from the contracting officer to have contract payments forwarded to a third
party.

8. TERMINATION (JUN 94). Relative to termination of this contract, it is
mutually agreed:

         a. This contract may be terminated in whole or in part by either party
immediately upon written notice to the other party in the event of breach of
this contract by the other party.

         b. This contract may be terminated in whole or in part by either party
upon ninety (90) days notice in writing to the other party.

         c. This contract is automatically terminated upon the dispatch of
written notice to contractor in the event the exchange is inactivated or the
installation at which the exchange is located is inactivated. If this contract
covers services to be performed at various exchanges or installations and only
one or more of the exchanges or installations is inactivated, then only that
portion of the contract being performed at the inactivated exchange or
installation is terminated.

9. PERMITS, LICENSES AND APPLICABLE LAWS (JAN 94). Contractor warrants that all
necessary permits and licenses have been obtained and that the merchandise,
services, supplies, and/or equipment provided under this contract are in
compliance with applicable laws.

10. INDEMNIFY AND HOLD HARMLESS (MAY 89).

         a. Contractor will indemnify, hold harmless and defend AAFES and all
other agencies and Instrumentalities of the United States, their agents,
representatives, employees and customers from any and all suits, judgments and
claims, including those established by or pursuant to court decisions, to
international agreements, or duly promulgated regulations of the United States
Government, and all charges and expenses incident thereto which arise out of any
of the following:

         (1) The alleged or established violation or infringement of any patent,
copyright or trademark rights asserted by any third party with regard to items
or services provided by contractor;

         (2) Loss, damage, or injury alleged or established to have arisen out
of or in connection with items or services provided by contractor, unless such
loss, damage, or injury was caused by or resulted solely from the acts or
omissions of AAFES, its agents, representatives, or employees;

         (3) Any loss, damage, or injury alleged or established to have arisen
out of or in connection with any other acts or omissions of the contractor.

         b. AAFES will give contractor notice and an opportunity to defend.

11. DISPUTES (FEE 95).

         a. This contract is subject to the Contract Disputes Act of 1978, as
amended (41 U.S.C. 601-613). Except as provided in the Act, all disputes arising
under or relating to this contract shall be resolved under this clause.

EXHIBIT A                                                                 PAGE 4
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                                                     Solicitation # 01-001-04-06

         b. "Claim" as used in this clause means a written demand or written
assertion by one of the contracting parties seeking the payment of money in a
sum certain or other relief arising under or relating to this contract. A
voucher, invoice, or other routine request for payment that is not in dispute
when submitted is not a claim under the Contract Disputes Act.

         c. A claim by the contractor shall be made in writing and submitted to
the contracting officer for a written decision. A claim by AAFES against the
contractor shall be made by a written decision by the contracting officer.

         d. For contractor claims exceeding $100,000, the contractor shall
submit with the claim a signed certification that:

         (1) The claim is made in good faith;

         (2) Supporting data are accurate and complete to the best of the
contractor's knowledge and belief, and

         (3) The amount requested accurately reflects the contract adjustment
for which the contractor believes AAFES is liable.

       e. The claim must be executed by an individual with authority to bind the
         contractor.

         f. The contracting officer will mail or otherwise furnish a written
decision in response to a contractor claim, within the time periods specified by
law. Such decision will be final and conclusive unless:

         (1) Within 90 calendar days from the date of contractor's receipt of
the final decision the contractor appeals the decision to the Armed Services
Board of Contract Appeals (ASBCA), or

         (2) Within 12 months from the date of contractor's receipt of the final
decision the contractor brings an action in the United States Court of Federal
Claims.

         g. Pending final resolution on any request for relief, claim, appeal,
or action arising under or relating to this contract, contractor will proceed
diligently with the performance of this contract and will comply with the
contracting officer's decisions.

         h. Submission of false claims to AAFES is a violation of federal law
and may result in civil and/or criminal penalties. If contractor cannot support
all or part of its claim as a result of fraud or misrepresentation of fact, then
in addition to other remedies or penalties provided for by law, contractor will
pay AAFES an amount equal to the unsupported part of the claim and all AAFES'
costs attributable to reviewing that part of the claim.

12. NON-WAIVER OF DEFAULTS (MAY 89). Any failure by AAFES at any time, or from
time to time, to enforce or require strict performance of any terms or
conditions of this contract will not constitute waiver thereof

EXHIBIT A                                                                 PAGE 5
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                                                     Solicitation # 01-001-04-06

and will not affect or impair such terms and conditions in any way or AAFES1
right at any time to avail itself of such remedies as it may have for breach or
breaches of such terms and conditions.

13. ADVERTISEMENTS (MAY 89). The contractor will not represent in any manner,
expressly or by implication, that products purchased under this contract are
approved or endorsed by any element of the United States Government. Any
advertisement, including cents off coupons, by the contractor which refers to
AAFES will contain a statement that the advertisement was neither paid for nor
sponsored, in whole or in part, by AAFES.

14. EXAMINATION OF RECORDS (MAR 94).

         a. This clause is applicable if the amount of this contract exceeds
$10,000 and the contract was entered into by means of negotiation. The
contractor agrees that the contracting officer (CO) or CO duly authorized
representative shall have the right to examine and audit the books and records
of the contractor directly pertaining to the contract during the period of the
contract and until the expiration of three years after final payment under the
contract.

         b. The contractor agrees to include clause "a" in all subcontracts
hereunder which exceed $10,000.

15. CONTRACTOR PERSONNEL AND REPRESENTATIVES (JAN 94).

         a. Contractor will discontinue the use of any individual for
performance of this contract in exchange facilities upon written notice from the
contracting officer that the individual is not (or no longer) acceptable for
performance under this contract. Contractor will not use any such person to
perform other AAFES contracts without the prior written consent of the
applicable contracting officer.

         b. Contractor will not employ for performance in exchange facilities
any individual under this contract who has been determined unacceptable for
performance under any other AAFES contract without the prior written consent of
the contracting officer.

         c. Contractor personnel will abide by applicable regulations and
directives and conduct themselves so as not to reflect discredit on AAFES.

         d. Contractor will not represent itself to be an agent or
representative of AAFES, or any other agency or instrumentality of the United
States.

16. ENVIRONMENTAL PROTECTION (MAR 94).

         a. This clause shall apply to any contract in excess of $100,000, and
indefinite quantity contracts estimated to exceed $100,000 in one year; however,
it shall not apply to use of facilities located outside the United States or to
contracts otherwise exempt in accordance with 40 CFR Part 15.

EXHIBIT A                                                                 PAGE 6
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                                                     Solicitation # 01-001-04-06

         b. Unless this contract is exempt, by acceptance of this contract,
contractor (and, where appropriate, subcontractor) stipulates:

         (1) that any facility to be utilized in the performance of any
nonexempt contract or subcontract is not listed on the EPA List of Violating
Facilities as of the date of contract award;

         (2) its agreement to comply with all requirements of Section 114 of the
Air Act and Section 308 of the Water Act relating to inspection, monitoring,
entry, reports, and information, as well as all other requirements specified in
sections 114 and 308 of the Air Act and the Water Act, respectively, and all
regulations and guidelines issued thereunder;

         (3) that as a condition of award of contract, contractor shall promptly
notify the contracting officer of the receipt of any communication from the
Director, Office of Federal Activities, U.S. Environmental Protection Agency, or
delegatee, indicating that a facility to be utilized for the contract is under
consideration to be listed on the EPA List of Violating Facilities;

         (4) its agreement to include the criteria and requirements in
subparagraphs (1) through (4) in every nonexempt subcontract, and to take such
actions the Government may direct as a means of enforcing such provisions.

17. CONTRACTOR LIABILITY - SERVICES (MAR 94).

         a. Except as set out specifically elsewhere in the contract, contractor
will be liable for costs to AAFES and/or other agencies of the United States
associated with termination for default as follows:

         (1) Incidental damages, including expenses reasonably incurred in
connection with repurchase of the service and any other reasonable expense
incident to the breach.

         (2) Consequential damages including, but not limited to, lost fees
resulting from lapses in service, unscheduled facility closures, sales declines,
lower fees received on repurchase, and injury to person or property proxitnately
resulting from any breach of warranty.

         b. Contractor will not be liable for incidental or consequential
damages if the failure to perform arises out of causes beyond the control and
without the fault or negligence of the contractor. Such causes may include, but
are not restricted to, acts of God or of the public enemy, acts of the
government in either its sovereign or contractual capacity, fires, floods,
epidemics, quarantine restrictions, strikes, freight embargoes, and unusually
severe weather; but in every case the failure to perform must be beyond the
control and without the fault or negligence of the contractor. In such case
contractor must provide prompt written notice to the contracting officer; the
contracting officer, at his option may accept late, partial or substituted
performance, or may terminate the contract in whole or in part effective
immediately upon receipt of written notice by contractor.

EXHIBIT A                                                                 PAGE 7
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                                                     Solicitation # 01-001-04-06

18. DRUG-FREE WORKPLACE (AUG 92). Contractor agrees to make a good faith effort
to establish and maintain a drug-free workplace in connection with the
performance of this contract. Consistent with the size and organization of its
workforce, contractor may wish to consider taking the following or other
appropriate actions in establishing a drug-free workplace: publicizing a
drug-free workplace policy, initiating an employee drug awareness program or
encouraging participation in existing community/installation programs and
informing employees of the general availability of drug counseling programs.

19. RESTRICTIONS ON PURCHASES OF FOREIGN GOODS (AUG 95).

         a. Contractor will not acquire for use in the performance of this
contract any merchandise, equipment, supplies or services originating from,
processed in, or transported from or through, the countries prohibited from
commerce by the United States Government. A current list of prohibited countries
is available from the contracting officer. This restriction shall include
merchandise, equipment, supplies or services from any other country that is
restricted by law, regulation or executive order at any time during performance
of the contract.

         b. Contractor agrees to insert the provisions of this clause, including
this paragraph, in its subcontracts.

20. YEAR 2000 COMPLIANT (APR 98).

         a. All computer hardware, software, and firmware products used in the
performance of this contract, individually or in combination, must be Year-2000
Compliant. Year-2000 Compliant means that the information technology used will
accurately process date and date-related data (including, but is not limited to,
calculating, comparing, and sequencing) from, into, and between the twentieth
and twenty-first century, the years 1999, 2000 and 2001, and all leap year
calculations.

         b. Failure to perform this contract due to the use of information
technology that is not Year-2000 Compliant will not be considered to be beyond
the control and without the fault or negligence of the contractor. In the event
of problems in recognition, calculation, indication of a century, the contractor
will promptly make all adjustments necessary, at no cost to AAFES, to ensure
that their systems are Year-2000 Compliant.

21. PAYMENT BY ELECTRONIC FUNDS TRANSFER (OCT 98). The following will apply for
all payments made by AAFES to the contractor under the terms of this contract.

         a. Method of payment.


EXHIBIT A                                                                 PAGE 8
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                                                     Solicitation # 01-001-04-06

         (1) All payments by AAFES under this contract shall be made by
electronic funds transfer (EFT). The term "EFT" refers to the funds transfer and
may also include payment information transfer.

         (2) If AAFES is unable to release payment by EFT, the contractor agrees
to either (i)accept payment by check or some other mutually agreeable method of
payment, or (ii) request AAFES to extend the payment due date until such time as
AAFES can make payment by EFT.

         b. AAFES shall make payment to the Contractor using the EFT information
provided by the contractor. In the event that the EFT information changes, the
Contractor shall be responsible for providing the updated information to AAFES,
not less than thirty days prior to the effective date.

         c. If the Contractor's EFT information in the AAFES database is
incorrect AAFES need not make payment to the Contractor under this contract
until correct EFT information is entered into the AAFES database; and any
invoice shall be deemed not to be a proper invoice for the purpose of prompt
payment under this contract.

         d. If the Contractor has identified multiple payment receiving points
in the AAFES database, and the Contractor has not notified AAFES of the payment
receiving point applicable to this contract, AAFES shall make payment to the
first payment receiving point listed in the AAFES database.

         e. The payment or disbursing office shall forward to the Contractor
available payment information. AAFES shall send the payment information to the
remittance address contained in the AAFES database.

22. PRIVACY ACT (Apr 1984)

(a) The Contractor agrees to:

         (1) Comply with the Privacy Act of 1974 (the Act) and Department of
         Defense rules and regulations issued under the Act in the design,
         development, or operation of any system of records on individuals to
         accomplish an agency function when the contract specifically identifies
         --

                  (i) The systems of records; and

                  (ii) The design, development, or operation work that the
                  contractor is to perform;

         (2) Include the Privacy Act notification contained in this contract in
         every solicitation and resulting subcontract and in every subcontract
         awarded without a solicitation, when the work statement in the proposed
         subcontract requires the redesign, development, or

EXHIBIT A                                                                 PAGE 9
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                                                     Solicitation # 01-001-04-06


         operation of a system of records on individuals that is subject to the
         Act; and

         (3) Include this clause, including this subparagraph (3), in all
         subcontracts awarded under this contract which requires the design,
         development, or operation of such a system of records.

(b) In the event of violations of the Act, a civil action may be brought against
AAFES when the violation concerns the design, development, or operation of a
system of records on individuals to accomplish an AAFES function, and criminal
penalties may be imposed upon the officers or employees of AAFES when the
violation concerns the operation of a system of records on individuals to
accomplish an AAFES function. For purposes of the Act, when the contract is for
the operation of a system of records on individuals to accomplish an AAFES
function, the Contractor is considered to be an employee of AAFES

(c)

         (1) "Operation of a system of records," as used in this clause, means
         performance of any of the activities associated with maintaining the
         system of records, including the collection, use, and dissemination of
         records.

         (2) "Record," as used in this clause, means any item, collection, or
         grouping of information about an individual that is maintained by an
         agency, including, but not limited to, education, financial
         transactions, medical history, and criminal or employment history and
         that contains the person's name, or the identifying number, symbol, or
         other identifying particular assigned to the individual, such as a
         fingerprint or voiceprint or a photograph.

         (3) "System of records on individuals," as used in this clause, means a
         group of any records under the control of any agency from which
         information is retrieved by the name of the individual or by some
         identifying number, symbol, or other identifying particular assigned to
         the individual.

(d) The system or systems of records identified for this contract is/are:

The system of records refers to information collected, compiled, and/or utilized
to build a customer database for potential and/or current/follow-on services.
Instruments used to collect information in written or electronic formats
include, but are not limited to, application for services, verification of
credit rating, customer inquiries/comments, data for invoicing current
customers, change of address notifications, information used for marketing
purposes, etc.

EXHIBIT A                                                                PAGE 10
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                                                    Solicitation # 01-001-04-006

                                    EXHIBIT B
                                LABOR PROVISIONS
                 Contract for Services (without SCA) - April 98

1. EQUAL EMPLOYMENT OPPORTUNITY.

         a. The contractor agrees to comply with regulations of the Department
of Labor contained in 41, Code of Federal Regulations, 60, which are
incorporated herein by reference.

         b. A contract award in the amount of $10,000,000 or more will not be
made unless the contractor, and each first-tier subcontractor which will receive
a subcontract of $10,000,000 or more, are found on the basis of a review to be
in compliance with the Equal Employment Opportunity regulations of the
Department of Labor.

2. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT. (Applicable to contracts for
services performed in the United States, any U.S. territory, or the District of
Columbia.) The following clause is applicable to concession, agency, and vending
machine contracts where the total gross receipts from sales or services under
the contract will exceed $2,500 and to management and direct service contracts
where total payments to the contractor will exceed $2,500. This contract to the
extent that it is of the character to which the Contract Work Hours and Safety
Standards Act, 40 USC 327, applies, is subject to all applicable provisions of
the Act and the regulations of the Secretary of Labor there under (29 CFR 5).

         a. Overtime Requirements: No contractor or subcontractor contracting
for any part of the contract work which may require or involve the employment of
laborers or mechanics shall require or permit any laborer or mechanic in any
workweek to work in excess of 40 hours in such workweek on work subject to the
provisions of the Contract Work Hours and Safety Standards Act unless such
laborer or mechanic receives such compensation at a rate not less than one and
one-half times his basic rate of pay for all such hours worked in excess of 40
hours in such workweek.

         b. Violation; liability for unpaid wages,- liquidated damages: In the
event of any violations of provisions of paragraph a., the contractor and any
subcontractor responsible therefore shall be liable to any affected employee for
his unpaid wages. In addition, such contractor and subcontractor shall be liable
to the United States for liquidated damages. Such liquidated damages shall be
completed with respect to each individual laborer or mechanic employed in
violation of the provisions of paragraph a. in the sum of $10 for each calendar
day on which such employee was required or permitted to be employed on such work
in excess of his standard workweek of 40 hours without payment of the overtime
wages required by paragraph a.

         c. Withholding for unpaid wages and liquidated damages: The

EXHIBIT B                                                                 PAGE 1
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                                                    Solicitation # 01-001-04-006

contracting officer may withhold from the contractor from any monies payable on
account of work performed by the contractor or subcontractor such sums as may
administratively be determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and liquidated damages as
provided in the provisions of paragraph b.

         d. Subcontracts: The contractor shall insert paragraphs a. through d.
of this clause in all subcontracts and shall require their inclusion in all
subcontracts of any tier.

         e. Records: The contractor shall maintain payroll records containing
the information specified in 29 CFR 516.2 (a). Such records shall be preserved
for 3 years from the completion of the contract.


o AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA. If
this contract equals or exceeds $10,000, and is not otherwise exempt, the
contractor agrees to comply with the regulations of the Department of Labor and
the Office of Federal Contract Compliance Program, and the Affirmative Action
clause as set out in 41 CFR Part 60-250, which are incorporated herein by
reference.

4. AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS. If the contract amounts equals or
exceeds $2,500 and is not otherwise exempt, the contractor agrees to comply with
the regulations of the Department of Labor and the Affirmative Action clause as
set forth in 41 CFR Part 60-741, which are incorporated herein by reference.

5. CONVICT LABOR (MAY 1989). In connection with the performance of work under
this contract, the contractor agrees not to employ any person-undergoing
sentence of imprisonment except as provided by Public Law 89-176, September 10,
1965 (18 USC 4082(c)(2)) and Executive Order 11755, December 29, 1973, as
amended by Executive Order 12608, September 9, 1987.

EXHIBIT B                                                                 PAGE 2
<PAGE>

                                                      Solicitation #01-001-04-06


                                    EXHIBIT C
                      ARMY AND AIR FORCE EXCHANGE SERVICE
                                      INDEX
                    SPECIAL PROVISIONS (CONCESSION CONTRACTS)
                                    (NOV 02)

1. ACTIVITY (MAR 90)                    18. ACTIONS TO BE TAKEN UPON
                                            TERMINATION (INCLUDING EXPIRATION)
2. FACILITIES/MAINTENANCE/OPERATING         (JAN 01)
   HOURS (DEC 00)
                                        19. UNCALLED-FOR CUSTOMER PROPERTY
3. EQUIPMENT, FURNITURE, AND MOVABLE        (DEC 88)
   TRADE FIXTURES (OCT 00)
                                        20. LOST, ABANDONED, AND UNCLAIMED
4. TOOLS AND SUPPLIES (DEC 88)              PROPERTY (DEC 88)

5. PROHIBITED ACTIVITIES (FEB 89)       21. INVENTORY TRANSFER (FEB 89)

6. SCOPE OF SERVICE (DEC 88)            22. INDEBTEDNESS (FEB 89)

7. MINIMUM QUALITY (DEC 88)             23. PRICE/FEE REVISIONS (FEB 89)

8. PRICES (MAY 99)                      24. INSURANCE (FEB 89)

9. AUTHORIZED CUSTOMERS (DEC 88)        25. PROMOTIONAL EVENTS (OCT 00)

10. CUSTOMER COMPLAINTS AND CLAIMS      26. AAFES SPECIAL SALES COUPONS AND
    (DEC 88)                                MERCHADISE GIFT CERTIFICATES
                                            (NOV 02)
11. SIGNS (JAN 00)
                                        27. REFUNDS (DEC 88)
12. UTILITIES (FEB 89)
                                        28. CUSTOMER CHECKS (APR 01)
13. INTERNAL CONTROLS (NOV 02)
                                        29. SAFEGUARDING OF CONCESSIONAIRE
14. DELETED                                 FUNDS ON ARMY AND AIR FORCE
                                            INSTALLATIONS (DEC 88)
15. DELETED
                                        30. CHARGE CARD/MILITARY STAR CARD
16. TAXES (FEB 89)                          SALES (JAN 01)

17. CONCESSIONAIRE AND CONCES SIONAIRE  31. INSPECTIONS (MAR 00)
    EMPLOYEES (CONCES SION PERSONNEL)
    (JAN 00)                            32. SMOKING POLICY (DEC 86)

                                        33. HEAVY METAL LEACHING (FEB 92)

                                        34. AAFES/VENDOR PARTNERSHIP MARKETING
                                            PROGRAM (JUL 94)

                                        35. ORGANIZATIONAL SALES (NOV 00)


EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                   PAGE 1
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                                                      Solicitation #01-001-04-06

                       ARMY AND AIR FORCE EXCHANGE SERVICE
                               SPECIAL PROVISIONS
                             (CONCESSION CONTRACTS)

1. ACTIVITY (MAR 90).

         a. AAFES grants concessionaire a nonexclusive concession to operate the
activity described in the Schedule. The assignment of space for concession is a
revocable license, not a tenancy.

         b. AAFES makes no warranty or representation, express or implied, that
merchandise or services sold in the concession are free of competition. During
the contract period, other activities may sell the same or similar merchandise
or services. Such activities are: AAFES, other AAFES concessionaires, military
affiliated activities, firms selling without authorization or others. Any
concessionaire complaint of competition from these activities must be written
and must be provided to the military installation commander and the contracting
officer. AAFES may assist concessionaire in resolving its complaint. AAFES will
not be liable for any income, sales, profit or other losses of concessionaires
attributed to competition.

         c. If premises furnished by or through AAFES are destroyed either in
whole or in substantial part, so as to significantly hinder or prevent normal
operations by concessionaire, by acts of God (such as, but not limited to, fire,
flood, hurricane, unusually severe weather conditions) or unusual occurrence
(unless solely and directly caused by AAFES negligence), AAFES will not be
responsible to concessionaire for repair/restoration of the premises, lost
income, sales, or lost profits, damage to concessionaire property, employee
salaries, or any consequential costs incurred, or be obligated to relocate
concessionaire. Concessionaire should consider obtaining business insurance to
cover risks to its property and concession activity.

         d. During the contract period, the contracting officer may require the
concession to relocate to better meet AAFES needs or those of the installation,
as determined by the contracting officer. Concessionaire will be given advance
notice. AAFES will pay for moving and installing AAFES furnished equipment and
fixtures and hooking up utility lines. AAFES will reimburse the reasonable cost
of moving and installing concessionaire furnished equipment and fixtures. AAFES
will not be liable for lost income, profit and/or salaries associated with
relocating.

2. FACILITIES/MAINTENANCE/OPERATING HOURS (DEC 00).

         a. Concessionaire investment for buildings and installed property or
fixtures will not be required. AAFES will maintain AAFES furnished premises
including ordinary running repairs and interior decorating. Concessionaire will
be liable for damage to the premises resulting from acts or omissions of
concessionaire, concessionaire's employees, or agents. AAFES may inspect the
premises at any time.

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                   PAGE 2
<PAGE>

                                                      Solicitation #01-001-04-06

         b. Concessionaire will keep the premises clean, orderly, secure, and
sanitary. Concessionaire will comply with the installation/exchange fire, safety
and security regulations and applicable health and sanitation and environmental
protection regulations.

         c. Concessionaire will do custodial maintenance on the exterior of the
facility and grounds if a building is assigned for concessionaire's use. If the
facility is shared with other concessionaires, exterior custodial maintenance
will be assigned by exchange management. If the concession is located in an
exchange complex and predominant tenancy is by AAFES direct-operated activities,
AAFES will perform exterior custodial maintenance, except those tasks described
in "d" below. The equipment and labor to perform exterior custodial maintenance
assigned to the concessionaire will be at concessionaire's expense. Assigned
exterior maintenance may include:

         (1) Pick up all refuse daily within the assigned exterior areas.

         (2) During the season, cut and trim the grass weekly within the
assigned exterior areas.

         (3) During the season, clear the snow, ice, slush and mud deposits from
the sidewalks and walkways within the assigned exterior areas.

         d. Concessionaire will, as needed, but at least daily, clean the
entrance door, exterior of storefront windows, entranceway and customer
walkways; empty and thoroughly clean all waste and smoking receptacles; and
check exterior lighting. Exterior lighting failures will be promptly reported to
AAFES. In automotive activities, the service bay floors, equipment, and work
benches will be cleaned daily.

         e. Posted operating hours are those that will be displayed at the
facility. However, each facility will be open for business at least 5 minutes
before posted opening, and will remain open at least 5 minutes past posted
closing, as in the following example:

                 POSTED  Hours of Operation  1000 - 1800
                 ACTUAL  Hours of Operation  0955 - 1805

The term open for business means ready to serve the customer. Activities such as
preparing cash registers and sales forms will be accomplished prior to actual
opening. Facilities will be open for business at all times during scheduled
operating hours. Hours of operation will generally conform to those of nearby
exchange activities, and may be changed by written mutual agreement between the
concessionaire and the general manager. If concessionaire and general manager
cannot agree on changes to the hours of operation, the issue will be submitted
to the contracting officer for resolution. Hours of operation for facilities not
located near exchange activities are fixed and may only be changed by written
amendment to the contract. If the nearby exchange is open on a holiday, the
concession must also be open during the same hours. If the nearby exchange is
closed on a holiday, the concession may also choose to remain closed.

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                                                      Solicitation #01-001-04-06

3. EQUIPMENT, FURNITURE, AND MOVABLE TRADE FIXTURES (OCT 00).

         a. AAFES Furnished: The item list, agreed value, and condition of
equipment, furniture and trade fixtures furnished by AAFES are stated in this
contract. Concessionaire will sign a custody receipt for the items furnished.
Repairs of and replacement parts for AAFES furnished equipment, furniture, and
fixtures will be provided by AAFES, or at AAFES' option, by concessionaire at
AAFES1 cost. Concessionaire will perform routine preventive maintenance and keep
the equipment, furniture, and fixtures clean, sanitary, and secure. Broken or
malfunctioning equipment must be reported, in writing, to the AAFES General
Manager or Services Business Manager immediately upon discovery. AAFES will not
be liable for concessionaire losses caused by malfunction of equipment. AAFES
property will not be removed from the premises without the prior written
approval of the contracting officer. AAFES property will only be used for this
contract. AAFES may inspect AAFES furnished equipment, furniture, and fixtures
at any time.

         b. Concessionaire Furnished: Concessionaire will provide and install
all the equipment, furniture and movable trade fixtures required by this
contract. All concessionaire furnished property is subject to approval of the
contracting officer. All electrical equipment will carry the Underwriters'
Laboratories (UL) Seal of Approval. At the request of the contracting officer,
and prior to the commencement date of services under this contract,
concessionaire will give the contracting officer a typed list of all equipment,
furniture and movable trade fixtures to be used for this contract. Each item
will be identified by manufacturer, model name/number, serial number or
concessionaire's fixed asset number, as appropriate. Concessionaire will not
sell or remove any equipment, furniture or fixtures from the concession premises
without the prior written approval of the contracting officer. Concessionaire
will maintain and repair or replace, as necessary, all concessionaire furnished
equipment, furniture and fixtures. Title to concessionaire furnished equipment,
furniture and fixtures remains with the concessionaire. If Concessionaire uses
leased equipment in the performance of the contract, concessionaire must notify
the contracting officer of the name and address of the lessor. Concessionaire
investment in equipment, furniture and fixtures for this contract is a business
risk of the concessionaire. It is expressly understood and agreed that neither
AAFES nor any other agency or instrumentality of the United States is or will be
liable to concessionaire for costs of concessionaire's investing in equipment,
furniture or movable trade fixtures in the event of termination of this contract
without extension.

4. TOOLS AND SUPPLIES (DEC 88). Concessionaire will furnish tools of the trade
and supplies required for this contract.

5. PROHIBITED ACTIVITIES (FEE 89).

         a. Concessionaire will not, in or about the premises of the military
installation, engage in or permit gambling or the use of any device which savors
gambling (such as punch cards or slot machines), engage in loan operations, or
sell merchandise or services on credit unless otherwise


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                                                      Solicitation #01-001-04-06


provided for in the contract. Contractor is responsible for all deferred
charges. Concessionaire will take no actions counter to the purpose of the
contract or which have the effect of diverting sales from the concession
activity to concessionaire's commercial business activities. Facilities will not
be used for performance or support of other AAFES contracts or commercial
business activities.

         b. Concessionaire will not provide free merchandise or services except
in conjunction with promotional programs approved by the contracting officer.

6. SCOPE OF SERVICE (DEC 88). Concessionaire will only sell merchandise and
services specifically set out in the Price Schedule exhibit of this contract.
Items sold under this contract will be in good taste.

7. MINIMUM QUALITY (DEC 88). Merchandise and services provided under this
contract will be equal to those provided by first quality commercial
establishments.

8. PRICES (MAY 99).

         a. Articles stocked for sale will be individually price marked.

         b. Concessionaire will only charge the prices established in the Price
Schedule exhibit of this contract.

         c. Where a state law imposes a sales tax on the sale of the item and/or
service, the sales tax will be stated separately from the sales price, added to
the price in the Price Schedule exhibit, and collected from the customer.

9. AUTHORIZED CUSTOMERS (DEC 88). Concessionaire will sell service or
merchandise only to personnel authorized to use AAFES facilities. Concessionaire
will comply with AAFES patron identification procedures.

10. CUSTOMER COMPLAINTS AND CLAIMS (DEC 88). Concessionaire will adhere to
AAFES' policy of customer satisfaction guaranteed. All customer complaints and
claims will be resolved at concessionaire's expense. Any disagreement that
cannot be resolved between concessionaire and the customer will be decided by
the contracting officer, whose decision will be final and not subject to the
Disputes clause. If concessionaire fails to process complaints and claims
timely, AAFES may, in addition to other rights and remedies available under this
contract, settle customer complaints and claims and charge them to
concessionaire's account. Customer complaints or claims based on merchandise or
services sold by a predecessor concessionaire will be referred to the
contracting officer.

11. SIGNS (JAN 00). Concessionaire will post only those signs approved by the
contracting officer. AAFES will furnish (as applicable) and the concessionaire
will post the following signs:

         a. Standard AAFES Price List Sign or Satisfaction Guaranteed or Your
Money Refunded sign, as appropriate


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                                                      Solicitation #01-001-04-06

         b. Exterior Facility Sign - At concessionaire's expense, exterior and
interior signs showing the concessionaire's company name and/or logo may be
displayed with approval of the contracting officer.

         c. Hours of Operations

         d. Emergency Contact Sign/Decal

         e. Cash Register Discrepancy Sign

         f. Specialized Policy Signs

         g. Fraud, Waste, and Abuse Sticker

12. UTILITIES (FEE 89).

         a. AAFES will pay for all utilities, to include heat, power, water,
sewage service, and trash removal unless otherwise provided in the contract.
AAFES will not be liable for losses caused by interruptions of utility service.

         b. Concessionaire will pay for connecting and disconnecting utilities
to concessionaire furnished equipment.

         c. Concessionaire will pay all costs for telephone service used in
performance of this contract.

         d. Concessionaire furnished equipment requiring utilities hookup will
comply with AAFES energy conservation policy. Concessionaire furnished equipment
determined by the contracting officer to be energy inefficient will be replaced
with acceptable equipment at concessionaire's expense.

         e. Concessionaire and concessionaire employees will comply with AAFES
energy conservation programs.

13. INTERNAL CONTROLS (NOV 02). Concessionaire will keep a complete and accurate
accounting of all transactions including, but not limited to, facility sales,
route sales, organization sales, etc.

         a. Cash Registers. The concessionaire will provide and maintain cash
registers, either Electronic Cash Registers (ECR) or an Electronic POS System as
required in the exhibit titled Concessionaire Furnished Equipment and as
described below. Cash register procedures follow:

              (1) Concessionaire will obtain the written approval of the
exchange representative on AAFES Form 6550-27, Contractor's Cash Register
Record, before a cash register is placed into or removed from service. The
approval will document the information listed on AAFES Form 6550-27 and be
signed by the exchange representative and the concessionaire. The concessionaire
will immediately notify the exchange representative if a cash register becomes
inoperative. Sales will be recorded on AAFES Form 6550-9, Customer Daily Sales
Register, until the inoperative register is

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                                                      Solicitation #01-001-04-06


repaired or replaced. An AAFES Form 6550-27 must be completed when the
inoperative register is removed from service and again before it is returned to
service or replaced.

         (2) All sales (cash, charge card or deposit) will be recorded on the
cash register when the transaction is made. Service and merchandise sales will
be recorded separately on the designated keys of the cash register. The customer
will be given a cash register receipt for the sale.

         (3) Refunds, overrings, void transactions and readings before and after
test rings made for other than recording sales (e.g., repair) will be documented
using the Concessionaire Cash Register Adjustment Voucher, AAFES Form 6550-24.
If the contract requires a cash register with a sales form validation feature,
the concessionaire will validate the adjustment vouchers. Attach one copy of
completed vouchers, signed by the customer or repairman and concessionaire or
concessionaire's designee, to the Z reading receipt tape submitted with the
Concessionaire's Settlement Report, AAFES Form 6550-10. All other deductions
from sales must be supported as required by the contracting officer.

         (4) The concessionaire will X read cash registers daily at close of
business. At the monthly cut-off, concessionaire will Z read the register and
remove the register tape. Write the activity/branch number on the tape, Z read,
then X read the register again to put the opening readings on the next month's
tape. Submit Z reading receipt tapes for each settlement period with the
Concessionaire Settlement Report, AAFES Form 6550-10, to the supporting exchange
accounting office. Cash register journal tapes will be retained by the
concessionaire for six (6) months.

         (5) Only cash, checks, and other cash instruments received from sales,
and established change and petty cash funds will be placed in cash registers.
All cash register disbursements such as customer refunds or petty cash purchases
must be supported by an appropriate refund or petty cash voucher.

         b. Electronic Cash Register (ECR) - The ECR will be a general purpose
unit for use in a small business environment. General Specifications:

              (1) Key functions: The following key functions are required: (a)
Department Keys: A sufficient number of department keys to accommodate the
number of services and/or different fee percentages is required by this
contract.

         (b) Numeric Keys: Includes 0-9 keys that are used in entering quantity,
price and other values as required. Decimal point will be automatic where
required.

         (c) No Sale Key: Other than the emergency release feature, the no sale
key must be the only key that opens the cash drawer when the machine is outside
of a transaction. No other keys may be used in conjunction with the no sale key.
The no sales feature must produce a transactional counter printout on the X and
Z readout tapes.


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                                                      Solicitation #01-001-04-06

         (d) Refund Key: Used to refund a completed transaction. Must have
separate resettable totalizer which will not subtract nor add to the
non-resettable grand totalizer.

         (e) Tax Key: A tax key programmable for various tax rates in accordance
with the particular state law. Taxes must totalize on the X and Z readout tape.
The register should provide for manual entry of tax amounts different than the
programmed amount.

         (f) Item Correct/Void Key: Used to void item operations within a
transaction. Must have a separate resettable totalizer which will not subtract
nor add to the non-resettable grand totalizer.

         (g) Validation Key: A validation key and slip printer capability.
Validation print will be on an item basis, not a transaction basis, printing
only a single line of data on a single or multiple copy form.

         (h) Other Keys: Other keys may be used as determined by the
concessionaire. Registers with received-on-account, paid out, or other features
that subtract from the department total and non-resettable grand totalizer must
have those features blocked for non-use.

         (2) Physical: The ECR may be unified or modular in design with overall
uniform dimensions not to exceed 21" deep x 20" wide x 18" high. The cabinet
will be made of durable molded plastic type material or other heavy duty
construction that is stain resistant and easy to clean with general purpose
household cleaners. All hinges, locks, latches, mounting brackets and other
cabinet hardware will be constructed of metal or other equally durable material
that is rust resistant and designed for heavy daily use. The register will be
designed to insure that miscellaneous items such as paper clips, metal staples,
coins and etc. cannot accidentally enter or fall into the register.

         (3) Cash Drawer: The cash drawer will be of heavy duty construction
designed for constant daily use. It will have an emergency release mechanism
preferably located under the drawer. The ECR must have a closed drawer feature
to prevent register operation unless the drawer is closed and fully latched.

         (4) Keyboard: The keyboard shall be the basic mode of information
entry. It shall consist of 10-numeric value keys arranged in standard adding
machine configuration, functional keys as required to perform all cash register
functions and transaction keys to perform all required cash register
transactions. An audible tone will sound when a key is depressed or an error is
made.

         (5) Displays: Operator and customer displays are required. Both will be
large, easy to read panels having a minimum character height of 1/2 inch. It
will display a minimum of 8 numeric values and required transaction indicators.
The customer display must be viewable by customers at all times.

         (6) Printer Tapes: Must print a Customer Receipt Tape and a

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                                                      Solicitation #01-001-04-06

Journal Tape.

         (a) Customer Receipt Tape will print header, proper descriptors
(including department number) next to amounts and the date. Receipt print shall
be legible and self-explanatory and be identified with a cash register number
and a transaction number.

         (b) Journal Tape will contain the date, each transaction total, no
sales, voids, refunds, X and Z readings and a non-resettable customer or
transaction counter printed on it. It shall be legible and self-explanatory.
Changing of receipt and journal tape will not require removal of any part of the
print mechanism or electroplate.

         (c) ECRs will have a Customer Receipt and Journal Tape (two station)
alpha/numeric dot matrix printer units. Unified ECRs will have a "fixed"
self-contained, 2-station printer unit with either a drum or alpha/numeric, dot
matrix print element.

         (d) The 2-station printer receipt and journal paper will be single-ply
rolls having identical dimensions to allow one size roll to fit both printers.
Paper will be either 38MM or 44MM wide. The receipt and journal will space and
feed paper independent of the other.

         (e) The journal tape will be automatically rolled and stored in a
compartment.

         (7) Grand Totalizer: Must have a non-resettable grand totalizer,
non-resettable Z reset counter and non-resettable transaction counter. It must
produce an X and Z readout tape totaling each/all functions of the register. The
non-resettable grand totalizer and Z reset counter need not print on the X tape.
The Z readout, after initial printing, must clear all totals except the three
non-resettable totalizers.

         (8) Electronic Memory Unit: Will identify by letter abbreviation or
numerical identification department numbers, total, change, amount tendered, X
and Z operations and any other salient features of the ECR.

         (9) Totals and Counters:

         (a) The register shall have the capability to total all departments
with each having a separate total that accumulates net sales, i.e., sales minus
refunds and voids.

         (b) Grand Totals: The grand total shall be the result of accumulating
gross sales data unaffected by refund and void key entries, i.e., it shall not
be decreased by refund and void key transactions. The grand total will be
non-resettable, nine-digit capacity and will print on the receipt and journal
when read (X read operation).

         (c) Counters: All counters will be four-digit capacity and
non-resettable providing a continuous count for customers or transactions.

         (10) Power Requirements: The equipment will have a factory installed,
internal power supply that is designed to operate using the

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                                                      Solicitation #01-001-04-06


commercially available power within the AAFES facility.

         (11) Memory Protection: The register will be fully operational after
power interruptions or outages without any loss of programming parameters or
accumulated totals for a minimum of 125 hours. Register with operating memory
on/off switch is not acceptable.

         c. Electronic POS System. Offerers who have not previously obtained
AAFES approval of their Electronic POS System must send a request to the
contracting officer with adequate information demonstrating the capabilities of
the system and its compatibility with paragraph 13, Internal Controls, of
Exhibit C, Special Provisions. If the request is not approved, offerers must
provide the Electronic Cash Register as identified in paragraph 13.b. above.
When an Electronic POS System is approved in writing by the Contracting Officer,
the requirements of 13.a. (3) and 13.a.(4) above are not waived. However, in
lieu of the AAFES Form 6650-24, Concessionaire Cash Register Adjustment Voucher,
the concessionaire may use a printed POS form completed in accordance with
paragraph 13.a.(3). The requirements of paragraph 13.a.(4) are waived only if
the POS system has an electronic journal tape. All other requirements of this
Special Provision still apply. Concessionaire must supply all documents
described in their approved system procedures with each settlement report.
Modifications of the approved procedures and reports will require written
approval of the Contracting Officer prior to implementation.

         d. Forms. The following procedures apply if customer property is
accepted for servicing, a deposit is collected, an item is rented, an item is
sold on layaway, an item is purchased to be delivered, or an item is ordered for
customers.

         (1) Concessionaire will provide prenumbered claim tickets, work orders,
sales forms, or order forms as appropriate, acceptable to the contracting
officer. Forms will list concessionaire's name, followed by the phrase "Exchange
Service Concessionaire." A separate number series will be used for each outlet
and forms will be numbered to preclude repetition of numbers during the
contract. Concessionaire will submit a list of forms assigned for use by each
outlet or route to the supporting exchange office. Distribution of copies will
be prescribed by the contracting officer.

         (2) Concession activities accepting customer property for servicing or
processing will use claim tickets providing spaces for the following information
as applicable: (a) date of order, (b) customer's name, rank, organization or
address, and telephone number, (R) description of customer property, (d) list of
each service performed, (d) charge(s) for each service, (f) sales tax if
applicable, and (g) the following: "If the property identified on this order is
not picked up within 90 days after the item is ready, the customer donates and
transfers all right, title, and interest in the property to the Army and Air
Force Exchange Service." (In case of privately-owned vehicles left for
servicing, the customer will be required to sign adjacent to the clause on the
concessionaire copy of the order.)

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                                                      Solicitation #01-001-04-06

         (3) Forms will be used in numerical sequence. Voided forms will be
annotated with the number of the form used to replace it and processed as a
completed transaction. Customer identification and a full description of each
product sold, or service performed, will be listed on the form and the charge
for each item listed separately. Parts and/or products will not be included with
service as a single charge. If the contract requires a cash register with a
sales form validation feature, the concessionaire will validate each form for
every sales transaction.

         (4) The customer will be furnished a copy of completed form. If a
customer calls for property without a claim ticket, require identification,
obtain the customer's signature on the control copy, countersign, and indicate
the date of pickup.

         (5) Route sales will be shown separately on the settlement report.

         (6) If a customer picks up a portion of the items listed on a claim
ticket, the unclaimed items will be listed on a new claim ticket, and the
customer furnished a copy.

         (7) Completed forms will be retained in the originating activity for 90
days (1 year for automotive activities) after the applicable settlement report
date. After this period, concessionaire will remove forms from the concession
activity and maintain at concessionaire's records storage area for three (3)
years after final payment under the contract.

         e. Customer Daily Sales Register. If a cash register is not required,
concessionaire may use Customer Daily Sales Register, AAFES Form 6550-9. The
register will be prepared in duplicate, showing the applicable sales data and
signed by the customer. Each sale will be recorded on the sales register at the
time payment is made. Customers will be given a receipt showing the name of the
concessionaire, item purchased, purchase price, and date of sale. Customer
refunds will also be recorded on the sales register. Refund amount will be
enclosed in brackets and deducted from register totals. Each refund entry must
contain the customer's name, address, telephone number, and signature. Attach a
copy of all completed register pages to the settlement report.

14. CONCESSIONAIRE SETTLEMENT REPORT (NOV 02).

    DELETED

15. FEE DEPOSIT AND PAYMENT (MAY 99).

    DELETED

16. TAXES (FEE 89).

         a. Concessionaire is responsible for determining the applicability of
and for payment of all federal, state, host country, and local taxes applicable
to the property, income, and transactions of concessionaire. If required by
applicable laws and regulations, concessionaire will collect and remit sales
taxes to the state. Sales taxes which have been collected

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as required by Clause 8, Prices, will be excluded from the computation of gross
receipts. The amount excluded will be listed on the Concessionaire Settlement
Report. The amount of taxes excluded will not exceed the actual sum payable to
the state. If required by state law or regulation, concessionaire will obtain
and conspicuously display the state sales tax permit.

         b. Concessionaire warrants that the contract prices or other
consideration do not include any tax or duty from which concessionaire is exempt
under the laws or agreements of the United States Government, state or host
country where this contract is performed. If any such tax or duty has been
included in the pricing or consideration through error or otherwise, the
contract pricing or consideration will be correspondingly reduced or adjusted.
If for any reason after the contract date, concessionaire is relieved, in whole
or in part, from the payment or the burden of any tax or duty included in the
contract pricing or other consideration, the contract pricing and/or other
consideration will be correspondingly reduced or adjusted.

         c. If this contract covers an activity involving a Federal Occupational
Tax, concessionaire agrees as a condition precedent to engaging in or operating
such activity, to tender to AAFES the amount of any Federal Occupational Tax
applicable thereto if payment has not been accomplished by concessionaire, or to
reimburse AAFES the amount of any such tax AAFES has paid as a result of the
operation of such activity by concessionaire. As between the parties of this
contract, notice or demand for payment from an office of the U.S. Internal
Revenue Service will be conclusive that the Federal Occupational Tax is payable
and in the amount so specified to be due.

17. CONCESSIONAIRE AND CONCESSIONAIRE EMPLOYEES (CONCESSION PERSONNEL) (Jan 00).

         a. Responsible management will be provided during all hours of
operation at the concession activity. The manager or designated representative
will be knowledgeable of contract terms and conditions and will have authority
to conduct business as required by this contract. Authority will include, but
will not be limited to, purchase of operating supplies, maintenance and repair
of equipment, training of employees, maintaining prescribed hours of operation,
supervision of concessionaire employees, and settlement of customer complaints
and claims. The concessionaire will provide written notice to the contracting
officer naming the person appointed manager or representative.

         b. Concessionaire will furnish a sufficient number of trained,
qualified employees to ensure the efficient performance of this contract. New
concessionaires will give first consideration for employment to employees of the
previous concessionaire, or if direct operated, the AAFES employees.

         c. All concessionaire employees having customer contact must be able to
read, write, and speak English at a fluency level sufficient for efficient
performance of the contract.

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         d. The concessionaire will, at concessionaire's expense, make employees
available for any applicable training according to training dates determined by
exchange management.

         e. Concession personnel must meet the health and security standards
prescribed by the contract and applicable regulations, and must obtain
installation passes, permits, and security clearances when applicable.

         f. Concession personnel will be neat and clean. Customer contact
personnel will wear attire typical of styles commonly used by the better local
commercial facilities of the same trade and as approved by the contracting
officer. Nameplates will be worn by all customer contact personnel. For branded
facilities the logo nameplate will be provided by the concessionaire. For
non-branded facilities, the standard AAFES nameplate will be worn in the manner
prescribed by current directives. Standard AAFES Nameplates will be furnished by
AAFES to the concessionaire at a nominal cost.

         g. Concession personnel will give prompt and courteous treatment to
authorized customers.

         h. Concession personnel will abide by applicable regulations and
directives and conduct themselves so as not to reflect discredit on AAFES.

         i. Concessionaire will discontinue the use of any employee for
performance of this contract upon written notice from the contracting officer
that the individual is not (or no longer) acceptable for performance under this
contract. Concessionaire will not use any such employee to perform other AAFES
contracts without the prior written consent of the applicable contracting
officer.

         j. Concessionaire will not employ any individual for this contract who
has been determined unacceptable for performance under any other AAFES contract
or has been separated for cause by AAFES.

18. ACTIONS TO BE TAKEN UPON TERMINATION (INCLUDING EXPIRATION) (JAN 01).

         a. If contractor desires to sell, and AAFES desires to purchase, any or
all of the concessionaire furnished property including equipment, furniture and
movable trade fixtures, etc., used in the facility by concessionaire for this
contract, the value of the property will be jointly agreed upon by both parties.
Contractor must show clear title to all items transferred.

         b. Concessionaire will promptly settle concessionaire's account with
AAFES including payment in full of all amounts due; yield up the premises,
installed property and fixtures, and all AAFES furnished property, clean and in
as good order and condition as when received (damage due to acts of God or the
U.S. Government, and ordinary wear and tear excepted); surrender all
installation passes, decals, etc., for all concession personnel; and complete
satisfactory settlement of all customer complaints and claims.

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Termination of this contract does not release concessionaire from the obligation
to satisfactorily settle customer complaints and claims.

         c. Concessionaire will promptly remove all concessionaire furnished
property not purchased by AAFES including equipment, furniture and movable trade
fixtures, tools of the trade and supplies. Property will be removed consistent
with phase-out plan approved by the contracting officer. Upon failure to yield
up the premises or remove concessionaire's property, the contracting officer may
enter the premises, have concessionaire's property removed and stored in a
warehouse at concessionaire's expense, and have the premises cleaned and
restored at concessionaire's expense. If concessionaire is indebted to AAFES,
concessionaire authorizes and empowers the contracting officer to take
possession of concessionaire's property and dispose of same by public or private
sale without notice, and out of proceeds of sale, satisfy all costs to AAFES
including the costs of sale, handling, storage, etc., and any other indebtedness
to AAFES.

         d. If concessionaire is not awarded a follow-on contract,
concessionaire will arrange transfer of the activity's telephone number to the
new concessionaire unless prohibited by the servicing telephone company.

19. UNCALLED-FOR CUSTOMER PROPERTY (DEC 88). Customer property not picked up
within 90 days from the ready date is uncalled-for customer property and will be
handled as follows:

         a. Concessionaire will contact the customer if the property is not
picked up within a reasonable time after it's ready and will keep a record of
contacts. If required by the contracting officer, concessionaire will provide a
list of uncalled-for customer property indicating the order/ticket number,
customer name, description of item(s), and amount due.

         b. The contracting officer will determine disposition of uncalled-for
customer property. Uncalled-for customer property valued at more than $100.00
released to concessionaire must be accounted for. Items sold will be handled as
a sale. Fees will be paid on these transactions.

         c. Customer vehicles will be turned over to the exchange with copies of
the customer order, the work order, the notification to the customer, and all
other available documentation. 20. LOST, ABANDONED, AND UNCLAIMED PROPERTY (DEC
88). Personal property left in the concession area will be promptly returned if
the owner can be identified. If prompt return is not possible, the items will be
turned over to the appropriate military office for lost, abandoned or unclaimed
items. (Example: a customer leaves an umbrella in the concession.)

21. INVENTORY TRANSFER (FEE 89).

         a. If this contract is not awarded to the incumbent concessionaire or
is for converting an AAFES direct operated service activity to concession
operation, the new concessionaire will purchase all unclaimed finished customer
orders-which involve processing or repair of customer-owned

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property-from the previous concessionaire or AAFES. This does not include
uncalled-for customer property, as defined in Clause 19 of this exhibit. The
unclaimed finished customer orders are to be purchased by the commencement date
of service under this contract, and the purchase price will be the full
charge(s) in effect at time customer(s) turned the item(s) in for processing or
repair, less any cash deposit(s) and less AAFES1 fee under any previous
contract. The outgoing concessionaire will deliver at no charge all unprocessed
orders to the new concessionaire. The new concessionaire assumes full
responsibility for servicing unprocessed orders and delivering the finished
orders to customers at the original price. Payment of fee to AAFES will be at
the rate in either the previous contract or, if previously an AAFES direct
operation, this contract. Before starting service under this contract, a listing
of transferred inventory-by finished and unfinished work-signed by both the
outgoing and incoming concessionaires will be given the contracting officer.

         b. Upon expiration or termination of this contract, concessionaire will
transfer all undelivered customer orders to any new concessionaire or to AAFES,
as determined by the contracting officer. Payment to concessionaire will be on
the basis of the full charge(s) under this contract, less any cash deposit(s)
and less AAFES1 fee. Contracting officer will determine appropriate disposal for
uncalled-for customer orders. Any monies received from the sale of uncalled-for
customer property will be remitted by AAFES to concessionaire, to the extent of
concessionaire^ share of the customer charges for services rendered.

22. INDEBTEDNESS (FEE 89).

         a. Concessionaire will pay promptly according to the terms of this
contract all indebtedness incurred in connection with performing the contract.
If a due date is not specified, payments due AAFES must be received no later
than 15 days after receipt of notice of amounts due. If all amounts due under
this or other contracts are not received, at any time thereafter the contracting
office may direct by written order that daily receipts be turned over to AAFES
until all amounts owing AAFES are paid.

         b. AAFES may charge concessionaire for a dishonored check received from
concessionaire, except when (1) the bank acknowledges the dishonor to be a bank
error or (2) the return is the result of an AAFES error. The charge will not
exceed the administrative amount AAFES normally charges its customers for
dishonored checks. The contracting officer may require payment to be made in
cash, certified check, or cashier's check.

23. PRICE/FEE REVISIONS (FEE 89). The prices and fees established in this
contract will remain firm throughout the term of the contract unless revised
according to the following:

         a. The contracting officer may initiate a price increase or decrease or
grant one at request of the concessionaire. A price increase or decrease will be
at the sole discretion of the contracting officer. In the event of a price
decrease, the fee to AAFES will be decreased to result in the reduction of
income due to the price decrease being absorbed by AAFES. Any increase/decrease
in concessionaire expenses directly attributable to

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 15
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                                                      Solicitation #01-001-04-06

price revisions will be taken into consideration by the contracting officer in
computing the appropriate fee change.

         b. The contracting officer will make such price/fee revisions by
issuing a unilateral contract amendment to become effective on the date
indicated in the amendment. The concessionaire will implement the prices on the
date established in the amendment. The fee revision will be considered final
unless concessionaire submits a request for reconsideration to the contracting
officer within 30 days after receipt of the amendment. A request for
reconsideration may only be based on the fact that the contracting officer's fee
revision will result in loss of income to the concessionaire which can be
directly attributed to the price revision. After receipt of a request for
reconsideration, the contracting officer will reconsider the action and issue a
final decision under the Disputes clause of this contract. However, nothing in
this clause will excuse the concessionaire from proceeding with implementation
of the revised prices on the date established in the amendment.

24. INSURANCE (FEE 89).

         a. Concessionaire will maintain in full force and effect, during the
contract, at least the insurance coverage in the Insurance Requirements exhibit.

         b. Concessionaire will be liable for damage, loss or injury to property
or persons resulting from acts or omissions of concessionaire, concessionaire's
employees or agents, whether or not covered by required insurance.

25. PROMOTIONAL EVENTS (OCT 00).

         a. AAFES pursues an active sales promotion program as an integral part
of total customer service. There are three parts to the Concession Sales
Promotion Program requiring all or a portion of the costs to be borne by the
concessionaire.

         (1) Concessionaire-Sponsored (paid for) Specials.

         (a) The concessionaire will conduct promotional events as specified in
the contract. The period for each promotional event will be seven consecutive
days (to coincide with the AAFES weekly promotion schedule). Promotional
items/services will provide a minimum customer savings of 20% off regular
prices. Promotional items/services will be selected with the objective of
returning promotional value to AAFES customers for each event equal to
approximately 5% of the average monthly sales of the concession activity stated
in the Schedule. For example, if monthly sales are $10,000.00, the discounts or
savings offered should total approximately $500.00 based on the projected sales
of promotional items/services. For the second and succeeding years of the
contract, the promotional value should equal 5% of the previous 12 months
average monthly sales. Concessionaire will bear all costs of the sales promotion
program except promotional signs to be furnished by AAFES.

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 16
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                                                      Solicitation #01-001-04-06

         (b) The specific promotional items/services, discounts, and promotion
schedules will be determined by written agreement between the concessionaire and
the contracting officer. The agreement need not be in the form of a contract
amendment. Promotional items/services will be comparable to that normally
offered by the concessionaire and be available in sufficient quantity to meet
customer demand.

         (c) The concessionaire will provide the contracting officer with each
proposed promotion. The promotional offer will describe the items/services to be
promoted, the dates of the promotion, the discounts proposed, and the
concessionaire's estimate of the unit sales for the promoted items/services.

         (2) Voluntary Price Reduction Specials. Concessionaire may at any time
offer voluntary price reductions for limited time periods upon written agreement
between concessionaire and the contracting officer. The agreement need not be in
the form of a contract amendment.

         (3) Negotiated Promotional Specials. Other promotional price reductions
for limited time periods may be provided upon written agreement between
concessionaire and the contracting officer. Such written agreement may provide
for temporarily reducing fee in conjunction with the promotional price
reduction. The agreement need not be in the form of a contract amendment.

         b. Concessionaire is encouraged to advertise in media produced
primarily for distribution on military reservations to authorized customers.

26. AAFES SPECIAL SALES COUPONS AND MERCHANDISE GIFT CERTIFICATES (NOV 02).

         a. AAFES Special Sales Coupons:

         (1) Periodically, AAFES may provide its customers with special sales
coupons for use in purchasing merchandise or services provided under this
contract at reduced prices. The coupons will show the specific amount of
discount customers will be entitled to receive.

         (2) Concessionaire will honor and redeem coupons presented by exchange
customers. The coupons are redeemable at face value towards purchase of specific
items indicated, subject to compliance with any time limit and other
restrictions that may be specified. Coupons will not be redeemed for cash.

         (3) The regular sell price (price before discount) will be rung on the
cash register. The amount of monies collected from the customer will equal the
regular sell price discounted by the coupon's face value. (4) Concessionaire
will have customer's date, sign their name, and print their telephone number on
the coupon.

         b. AAFES Merchandise Gift Certificates:

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 17
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                                                      Solicitation #01-001-04-06

         (1) Concessionaires will follow all current AAFES policies and
procedures regarding acceptance and processing of gift certificates, as set out
in AAFES EOF 40-11 (Special Retail Programs).

         (2) Concessionaire will honor AAFES Merchandise Gift Certificates and
redeem for any combination of merchandise and cash back. AAFES Merchandise Gift
Certificates cannot be redeemed for cash only at concession activities.
Customers who wish to redeem certificates for cash only must do so at any AAFES
direct retail facility.

         (3) Concessionaire will ensure that Gift Certificates have been
properly completed by both AAFES and the customer. Review for the following
information on certificates:

         (a) Recipient's name must be written on the "Payable To" line of gift
certificate.

         (b) Value of gift certificate must be written in both numbers and
words. The amount in numbers must agree with amount written in words.

         (c) Ensure that the issuing Exchange Name, 10-digit facility number and
a date are indicated on the gift certificate.

         (d) Ensure that all Gift Certificates presented are originals and not
copies.

         (4) Ring the merchandise selected and total the sale.

         (5) Tender the amount of the gift certificate(s) as Cash.

         (6) If the amount of the sale is greater than the face value of the
certificate(s), collect additional amount due from customer. If the amount of
the sale is less than the face value of the certificate(s), give the customer
change.

         (7) Write the current date and the word "REDEEMED" on the front of the
gift certificate(s) and ask the customer to endorse the back of the
certificate(s).

         c. Concessionaire Redemption Procedures: AAFES will reimburse
concessionaire for amount of valid coupons and gift certificates redeemed by
exchange customers as follows:

         (1) Concessionaire will enter the total face value amount of coupons
and gift certificates redeemed, during a reporting period, on the Concessionaire
Settlement Report, AAFES Form 6550-10, and deduct (pound)he coupon and gift
certificate amount from fee payment due AAFES. (2) The coupons and gift
certificates received and redeemed will be submitted to the supporting exchange
accounting office with the settlement report. The supporting exchange accounting
office will verify the coupon and gift certificate amount.

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 18
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                                                      Solicitation #01-001-04-06

27. REFUNDS (DEC 88).

         a. Concessionaire will be responsible for refunds to customers for
customer dissatisfaction with an item or service or for any overcharges to
customers. Should concessionaire refuse or fail to promptly make any refund of
overcharges to a customer, AAFES may make the refund and charge the amount to
concessionaire's account if the refund is valid. If a customer cannot be located
or if refund to a customer is otherwise not practicable as determined by the
contracting officer, concessionaire will pay the amount of the overcharge to
AAFES within 15 calendar days from date of demand by AAFES.

         b. Requests for refunds not promptly honored are considered complaints
or claims subject to the provisions of the Customer Complaints and Claims
clause.

28. CUSTOMER CHECKS (APR 01).

         a. Concessionaires are strongly encouraged to accept both local and
out-of-town checks in payment for merchandise and services.

         b. Concessionaire may charge the customer for a dishonored check except
when (1) the bank acknowledges the dishonor to be a bank error or (2) the return
is the result of a concessionaire error. Concessionaire may not charge more than
the administrative amount charged by AAFES for dishonored checks. Losses from
dishonored checks are concessionaire's responsibility.

         c. With the approval of the local Exchange General Manager,
concessionaires in CONUS, Hawaii, Guam and Panama may purchase equipment from
AAFES to access any available AAFES check verification system. The
concessionaire will pay all costs associated with system, to include equipment,
installation, maintenance, supplies, and line charges. AAFES will not be liable
for concessionaire losses caused by malfunction of equipment or system outages.

         d. Under no circumstances will the concessionaire record the customer
Social Security Number (SSN) on the check.

29. SAFEGUARDING OF CONCESSIONAIRE FUNDS ON ARMY AND AIR FORCE INSTALLATIONS
(DEC 88).

         a. When more than $100 are kept in the concessionaire facility during
non-operational hours, funds will be secured in a steel safe equipped with a
three-position combination tumbler locking device.

         b. When more than $500 are held in the concessionaire facility during
non-operational hours, the safe must: (1) be secured to the premises by being
encased in a concrete bed; or (2) be bolted or steel-strapped to a floor beam or
an internal

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 19
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                                                      Solicitation #01-001-04-06


wall support beam with the bolts or straps concealed to prevent cutting or
prying; or

         (3) weigh in excess of 1,000 pounds.

30. CHARGE CARD AND MILITARY STAR CARD SALES (JAN 01).

         a. Charge Cards: Concessionaire will accept at least two recognized
U.S. commercial charge cards, Visa and MasterCard.

         (1) Concessionaire will accept the GSA Smart Pay Card and Government
Purchase Card (GPC) from authorized customers and DoD civilians for official
purchases upon presentation of the charge card and a Government Identification
Card.

         (2) Concessionaire is responsible for the payment of any fees, charge
backs, and other arranged costs levied by the charge card issuing companies.

         b. Military Star Card:

         (1) Concessionaire will participate in the Military Star card program
for products/services as authorized in this contract. AAFES, Navy Exchange
System (NEXCOM), Marine Exchange System (MCX) and the Coast Guard Exchange
System authorize the program for use within their facilities and within each
exchange system. Primary responsibilities are as follows:

         (a) Concessionaire will report such sales on the Concessionaire
Settlement Report in the same manner as other credit card sales.

         (b) AAFES will provide procedures and forms required to process the
Military Star card credit transactions.

         (c) Concessionaire will be charged a processing fee of 2.0% of all
Military Star card transactions, to include sales tax, less merchandise refunds
or adjustments, which will be deducted from the AAFES reimbursement to the
concessionaire. The fee percentage may be administratively reduced by AAFES
without contract amendment.

         (d) AAFES will pay the contractor in accordance with the Payments
clause shown below.

         (e) AAFES will be responsible for collection of Military Star card
account balances from customers.

         (f) Concessionaire will handle refunds and adjustments under the
Military Star card program in the same manner as other credit card sales.

         (g) The term "daily sales receipts" in Special Provision 22,
"Indebtedness", is expanded to include any funds payable to the concessionaire
under the Military Star card program.

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 20
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                                                      Solicitation #01-001-04-06


         (2) Payment (CONUS):

         (a) Payment will be made weekly based on concessionaire's weekly
summary of Military Star card transactions as verified and reported by the local
exchange. A check will be issued weekly covering the prior Monday through Sunday
time period. The check will be sent out approximately one week after the Monday
through Sunday transaction period.

         (b) Date of payment is determined to be the earliest of the following:

         ((1)) Date of the check issued to the concessionaire, or

         ((2)) Date an electronic fund transfer is received by the
concessionaire regardless of the date the financial institution posts the
transfer, or

         ((3)} Date a withholding authorized by the contract is initiated by
AAFES.

         (c) Payment will be made by mailing a check to the address shown on the
contract, unless the concessionaire provides a different "remit to" address to
the contracting officer.

         ((1)) If a contractor wishes to change the address (e.g., street, P.O.
Box, city/state) to which payment should be sent or wishes its payments to also
reflect a financial institution or a factor's name and be sent to a factor's
address, the request must be in writing, signed by a responsible official of the
contractor, and submitted to the contracting officer. Any such request must
clearly establish which division or subsidiary of a corporation such changes
apply to and the address that is superseded by the changes. These changes will
become effective when approved by the contracting officer and on the date
determined by AAFES. This will normally be 30 days after approval. Changes will
be done on an accommodation basis only, with the understanding that no legal
obligation is imposed on AAFES for failure to make payment to the new
payee/address. The contractor may in similar manner, revoke such changes.

         ((2)) Any request by the contractor to change the name shown on the
contract or to assign contract performance must be sent to the contracting
officer.

         (d) Any questions or inquiries concerning payments should be directed
to the exchange General Manager's office. Unidentified and duplicate payments
must be brought to the attention of the exchange General Manager's office
immediately upon discovery. The contractor is required to mail a copy of the
AAFES check voucher received with unidentified or duplicate payment highlighted.
Under no circumstances should unidentified payments be applied against other
amounts due.

         (e) Contractors are to wait at least 30 days past the due date of the
payment before writing the exchange General Manager's office. Any

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 21
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                                                      Solicitation #01-001-04-06


interest penalties due to contractor will be computed in accordance with the
Prompt Payment Act, 31, U.S.C. 3901-3906 as amended.

31. INSPECTIONS (MAR 00).

         a. The AAFES contracting officer, or any person designated by the
contracting officer, may conduct inspections to ensure compliance by the
concessionaire with all provisions of this contract.

         b. AAFES may perform surveillance to verify concessionaire and
concessionaire employee compliance with contract terms and to detect theft of
government funds. Surveillance may include the use of electronic equipment.
Concessionaire will inform employees that such surveillance may be conducted and
that individuals implicated may be prosecuted in Federal courts. Concessionaire
will obtain written certification from all employees that they have been so
informed and will maintain the certification on file for the period of the
contract. A form for this certification is available from the contracting
officer.

         c. Concessionaire is liable and will pay AAFES for losses under this
contract detected by surveillance or otherwise discovered or incurred. 32.
SMOKING POLICY (DEC 86) . The smoking policy for concession operations will be
as directed by the general manager.

33. HEAVY METAL LEACHING (FEE 92). Concessionaire warrants that any product that
can reasonably be used to carry food or liquid for human consumption and made of
a substance prone to heavy metal leaching such as and to include pewterware,
earthenware, ceramicware, chinaware, ironware, lacquerware, bronzeware,
brassware, leaded crystalware, and coated/plated items with a heavy metal base
furnished under this contract, contains no leachable levels of metals dangerous
to users. Maximum leachable levels and test methods are established by the U.S.
Food and Drug Administration. AAFES reserves the right to test concessionaire
products on an unannounced basis. If a heavy metal leaching failure is found,
concessionaire agrees to reimburse AAFES for all followup costs to sample test
the remainder of his items for the duration of the contract. This provision does
not supersede, replace, or cancel other remedial provisions allowed by the
contract. Concessionaire further warrants that products have been tested by
either the U.S. Food and Drug Administration or a nationally recognized
independent test laboratory and found to be in compliance with the current U.S.
Food and Drug Administration action levels and test methods. Test data will be
furnished to AAFES upon request by the contracting officer.

34. AAFES/VENDOR PARTNERSHIP MARKETING PROGRAM (JUL 94). The AAFES Marketing
Program consists of numerous elements to enhance the sale of consumer products
and services. At the contractor's request, AAFES will give the contractor the
opportunity to participate in selected elements of the Program. All
participation will be in conjunction with the sale of authorized products and
services to authorized customers. AAFES reserves the right to limit the degree
of participation based on availability, designated themes of special events, and
the overall goals of the program.

EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 22
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                                                      Solicitation #01-001-04-06


35. ORGANIZATIONAL SALES (NOV 00). Concessionaire may sell items to authorized
official organizations and activities of the U.S. Armed Forces. Sales will be
recorded on the cash register at the time the sales transaction is made. Any
losses incurred as a result of organizational sales are concessionaire's
responsibility.


EXHIBIT C               SPECIAL PROVISIONS / CONCESSION                  PAGE 23
<PAGE>

                                                     Solicitation # 01-001-04-06

                                    EXHIBIT D
                                 Price Schedule

1. The contractor will be required to offer all services to the residents at a
fixed discount savings percentage from the contractors tariff prices offered to
residents off the installation/base in Alaska. The fixed discount percentages
will apply for the term of this contract and will be offered for individual
services (unbundled) and bundled package services. Residents will receive the
lower rate between the fixed discount rates and any promotional offer applicable
at the time of purchase of service or upgrade of service. All discounts are
measured against the contractor's tariff rates for Services in Alaska.

2. The contractor will submit a state tariff rate plan annually or as it changes
to AAFES.

3. Contractor price for installation charges of any of the services offered
under this contract will not exceed the price charged off the installation.
Contractor will not charge the Resident a disconnection or
reconnection/installation fee when the Resident is moving from one dwelling to
another on the installation nor will customers incur a charge to switch to
services offered under this contract. Customary fees and charges will be waived
for those Residents that are deployed or TOY for more than 60 days for
disconnection and/or reconnection of services.

4. Residents are given the option to select one, all or none of the Services
offered.

5. The contractor will directly invoice the customer and will assume all billing
and collection responsibilities for the Services provided. AAFES shall have no
right or obligation to bill or collect any payments from customers or potential
customers for Services provided or to be provided hereunder.

6. AAFES will conduct periodic pricing reviews to verify prices are in
accordance with the price schedule, the contractors tariff rates or promotional
offers off the installation and the fixed discount savings percentage.
Contractor should keep accurate records concerning promotions, specials, or
discount coupon amounts that are programmed into the billing system. This is
suggested to explain any discrepancies to the contracting officer which could
result from a pricing review where the reviewer would not have this information.

EXHIBIT D                        PRICE SCHEDULE                                1
<PAGE>

                                                     Solicitation # 01-001-04-06

                                    EXHIBIT E
                    Fixed Discount Percentage & Pee Schedule

1. Offerer must enter below the single fee percentage or flat dollar amount for
all services listed below. Offerer agrees to pay AAFES the fee indicated below
for gross sales generated for all services performed under this contract. Fee
will remain in effect for the entire term of the contract(s). Fee will be
computed on the total combined gross revenues billed to customers each month for
all services covered under this contract at all installations.


Service & Fee Offer                                          Fee

Eielson AFB

Unbundled Services

Local telephone service                                      8%
Long Distance telephone service                              8%
Broadband Internet service                                   8%
Dial-up Internet Service                                     8%
Television                                                   8%
Wireless Airtime residual fee                                8%
Wireless Post-Paid activation/renewal                        8%
Wireless Pre Paid Cards                                      8%
Wireless Equipment/Accessories/Phones                        8%

Bundled Packages

Local Phone Service, Television Service                      8%

Local Phone Service, Broadband or Dial-Up
Internet & Television Service                                8%

Local Phone Service, Broadband or Dial-Up
Internet, Television Service, & Wireless
phone service                                                8%

Locals LD Phone Service, Television Service                  8%

Note: Offerer may offer other bundled package plans, however, must Include a fee
to AAFBS.

2. Items exempt from Fee:

         (1) Refunds and credits to customer
         (2) Directory assistance charges that are "pass through"
         (3) Promotions as approved by the contracting officer

EXHIBIT E                         FEE SCHEDULE                                 1
<PAGE>


                                                     Solicitation # 01-001-04-06
         (4) Government Imposed Fees
         (5) Administrative Charges (i.e. late payment penalty, returned check
fee)

3. Fixed Discount Percentages: Offerer must enter the fixed discount savings
percent and flat dollar amount for wireless activations for each unbundled and
bundled service. The fixed discounts will apply for the term of the contract.
Refer to Exhibit D, Price Schedule. Offerer is required to submit the tariff
rate plan with their proposal.

Service                                        Fixed Discount Percent/Flat Fee

Unbundled Discount Savingst

Local Telephone Service                                     37.5
Long Distance Service                                      100
Wireless Activation                                        100
High Speed Internet                                         42.8
Television Service                                          28.6

Bundled Package Discount Savings:

Local Phone Service, Television Service                     25%

Local Phone Service, Broadband or Dial-Up
Internet & Television Service                             16.6%

Local Phone Service, Broadband or Dial-Up
Internet, Television Service, & Wireless
phone service                                             17%

Locals LD Phone Service, Television Service        N/A, must.have data for phone

Note: Offerer may offer other bundled package plans, however, must include a
discount percent savings.

4. Fee Deposit: A contract fee deposit will be required upon contract award. The
contract fee deposit will be determined by multiplying the contract fee by the
estimated monthly sales for all locations covered in the contract.

5. Fee Payment & Settlement Reports:

         a. The reporting period will be by calendar month. Settlement reports
and fee payments are due at HQ AAFES on

EXHIBIT E                         FEE SCHEDULE                                 2
<PAGE>

                                                     Solicitation # 01-001-04-06


                                    EXHIBIT E
                    Fixed Discount Percentage & Fee Schedule

1. Offerer must enter below the single fee percentage or flat dollar amount for
all services listed below. Offerer agrees to pay AAFES the fee indicated below
for gross sales generated for all services performed under this contract. Fee
will remain in effect for the entire term of the contract(s). Fee will be
computed on the total combined gross revenues billed to customers each month for
all services covered under this contract at all installations.

 Service & Fee Offer                                        Fee

 Eielson AFB Unbundled Services
 Local telephone service                                ____________%
 Long Distance telephone service                        ____________%
 Broadband Internet service                             ____________%
 Dial-up Internet Service                               ____________%
 Television                                             ____________%
 Wireless Airtime residual fee                          ____________%
 Wireless Post-Paid activation/renewal                  $___________
 Wireless Pre Paid Cards                                ____________%
 Wireless Equipment/Accessories/Phones                  ____________%
 Bundled Packages
 Local Phone Service, Television Service                ____________%
 Local Phone Service, Broadband or Dial-Up
 Internet & Television Service                          ____________%

 Local Phone Service, Broadband or Dial-Up
 Internet, Television Service, & Wireless
 phone service                                          ____________%

 Local& LD Phone Service, Television Service            ____________%


Note: Offerer may offer other bundled package plans, however, must include a fee
to AAFES,

2. Items exempt from Fee:

         (1) Refunds and credits to customer
         (2) Directory assistance charges that are "pass through"
         (3) Promotions as approved by the contracting officer

EXHIBIT E                         FEE SCHEDULE                                 1
<PAGE>
                                                     Solicitation # 01-001-04-06

         (4) Government Imposed Fees
         (5) Administrative Charges (i.e. late payment penalty, returned check
fee)

 3. Fixed Discount Percentages: Offerer must enter the fixed discount savings
 percent and flat dollar amount for wireless activations for each unbundled and
 bundled service. The fixed discounts will apply for the term of the contract.
 Refer to Exhibit D, Price Schedule. Offerer is required to submit the tariff
 rate plan with their proposal.

 Service                                       Fixed Discount Percent/Flat Fee
 Unbundled Discount Savings:
 Local Telephone Service                                _________%
 Long Distance Service                                  _________%
 Wireless Activation                                    $________
 High Speed Internet                                    _________%
 Television Service                                     _________%

 Bundled Package Discount Savings:

 Local Phone Service, Television Service                _________%

 Local Phone Service, Broadband or Dial-Up
 Internet & Television Service                          _________%

 Local Phone Service, Broadband or Dial-Up
 Internet, Television Service, & Wireless
 phone service                                          _________%

 Local& LD Phone Service, Television Service

Note: Offerer may offer other bundled package plans, however, must include a
discount percent savings.

4. Fee Deposit: A contract fee deposit will be required upon contract award. The
contract fee deposit will be determined by multiplying the contract fee by the
estimated monthly sales for all locations covered in the contract.

5. Fee Payment & Settlement Reports:

         a. The reporting period will be by calendar month. Settlement reports
and fee payments are due at HQ AAFES on

EXHIBIT E                         FEE SCHEDULE                                 2
<PAGE>

                                                     Solicitation # 01-001-04-06

the 25th day of the month following the month of performance. Payments due on
Saturday, Sunday or federal holidays will be due the next workday.

         b. If fee payments to AAFES are not made by the due date, the
contractor will pay AAFES interest calculated in accordance with the semiannual
interest rate determination by the Secretary of the Treasury under authority of
the Renegotiation Act for each day the payment is late. This charge will be in
addition to other remedies provided by the contract.

         c. Monthly reports should contain at a minimum, the data requested in
Attachment 1.

         d. Settlement reports must be electronically transferred to the below
e-mail address on the 25th day of the month following the month of performance.
An additional copy of the settlement report should be provided to the Services
Business Manager at each installation.

         phonefiles@aafes.com
         faircloth@aafes.com

If electronic copies are not possible due to Internet inoperability, fax or mail
the settlement reports to:

         HQ AAFES
         ATTN: FA-C/AR
         P.O. BOX 660202
         Dallas, Texas 75266-0202

         e. Fee payments must be electronically transferred to:


                                      Wachovia Bank of Georgia
                                      Atlanta, GA
                                      ABA: 061000010
                                      FCT:  Army & Air Force Exchange
                                      ACCT: 15-011-847

         f. Reports: Contractor must provide an automated electronic billing
system. The System software must be able generate a subscriber sales report
(computer printout). A separate report will be generated for each
location/installation and provide the following information, at a minimum, and
must be submitted with the contractors settlement report:

EXHIBIT E                         FEE SCHEDULE                                 3
<PAGE>

                                                     Solicitation # 01-001-04-06

         (1) Location
         (2) Number of new accounts opened for each service
         (3) Sales for each service

         (4) Concessionaire will maintain individual subscriber sales activity
for the entire time the subscribers account is active, and for one year
following the closing of the account, in a format acceptable to the contracting
officer.

         (5) Contractor will be required to furnish management reports at the
request of AAFES, showing the aggregate number of lines, minutes of use, number
of calls, number of Internet, television, wireless and local/long distance
customers, and the contractor's sales and the fee to AAFES for each service.

EXHIBIT E                         FEE SCHEDULE                                 4
<PAGE>
<TABLE>
<CAPTION>
Concessionaire Settlement Report
-------------------------------------------------------
Eietson AFB, Alaska

Performance Month/Year:
-------------------------------------------------------
Facility Number:
-------------------------------------------------------
Installation: Contract Number :
01-001-04-06
------------------------------------------------------------------------------------------------------------------------------------
Sales Data
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Residential Local                                      $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
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Residential Long Distance                              $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Dial Up Internet                                       $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
High Speed Internet
------------------------------------------------------------------------------------------------------------------------------------
Television Services                                    $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Wireless Airtime Residuals                             $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
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Number of Post Paid Activations                        $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Number of Pre Piad Activations                         $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
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Wireless Prepaid Card Sales                            $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Wireless Equipment/Accessories Sales                   $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Wireless Phones/phone upgrades                         $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Bundled Service Sales:
------------------------------------------------------------------------------------------------------------------------------------
Local Phone Service, Television Service                $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Local Phone Service, Internet Svc & Television Svc     $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Local Phone Service, Internet Service , Television     $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Svc, Wireless Svc
------------------------------------------------------------------------------------------------------------------------------------
Local & LD Phone Service, Television Service           $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Local & LD Phone Service, Internet Service &           $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Television Svc
------------------------------------------------------------------------------------------------------------------------------------
Local & LD Phone Service, Internet Service,            $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Television, & Wireless Svc
------------------------------------------------------------------------------------------------------------------------------------
TOTAL BILLED REV + SALES ADJUSTMENT                    $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
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Fees to AAFES
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Fees on Residential Local                              $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
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Fees on Residential Long Distance                      $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
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Fees on Dial-Up Internet
------------------------------------------------------------------------------------------------------------------------------------
Fees on High Speed Internet Service                    $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Fees on Television Services                            $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
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                                                       Attachment 1 to Exhibit E
<PAGE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Fees on Wireless Airtime Residuals                     $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Fees on Number of Post Paid Activations                $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Fees on Number of Pre Piad Activations                 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Fees on Wireless Prepaid Card Sales                    $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Fees on Wireless Equipment/Accessories Sales           $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Fees on Wireless Phones/phone upgrades                 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Bundled Service Fee:
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Local Phone Service, Television Service
------------------------------------------------------------------------------------------------------------------------------------
Local Phone Service, Internet Service & Television     $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Svc
------------------------------------------------------------------------------------------------------------------------------------
Local Phone Service, Internet Service, I elevision     $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Svc, Wireless Svc
------------------------------------------------------------------------------------------------------------------------------------
Local & LD Phone Service, Television Service           $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Local & LD Phone Service, Internet Service &           $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Television Svc
------------------------------------------------------------------------------------------------------------------------------------
Local & LD Phone Service, Internet Service,            $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Television, & Wireless Svc
------------------------------------------------------------------------------------------------------------------------------------
Total Fees                                             $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Total Sales                                            $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Sales Adjustments Listed:
</TABLE>

                                                      Attachment 1 to Exhibit E
<PAGE>

                                                     Solicitation # 01-001-04-06

                                   Exhibit F
                                    Insurance

The concessionaire will maintain, during any contract period, insurance coverage
listed below, with insurance company(ies) acceptable to AAFES. All liability
insurance coverage will name the United States and AAFES as additional and
several insured for claims, demands, suits, judgments, costs and expenses
arising out of or in conjunction with any loss, damage or injury resulting from
the negligence or other fault of the concessionaire, or concessionaire's agents,
representatives or employees. The types of insurance coverage to be maintained
are:

a. The following coverage in amounts complying with state or military
installation requirements, whichever is greater, where this contract is
performed:

         (1) Worker's Compensation and Employer's Liability Insurance

         (2) Automobile Bodily Injury and Property Damage Liability for vehicles
operated in performance of this contract by the concessionaire, the
concessionaire's agents or employees on the military installation, whether or
not owned by concessionaire.

b. The concessionaire will maintain the coverages listed below and will furnish
a current Certificate of Insurance, ACORD Form 25-S, showing the insurance is in
effect. The Certificate of Insurance must show the United States and AAFES as
additional and several insureds for all liability coverages. The "INSURED" block
of the Certificate of Insurance must list both the concessionaire's name and the
AAFES contract number.

         (1) Commercial General Liability/Products Liability Insurance maintain
in minimum combined single limits of $1,000,000, per occurrence for bodily
injury and property damage.

EXHIBIT F                                                                 PAGE 1
<PAGE>

                                                     Solicitation # 01-001-04-06

                                    Exhibit G
                           Performance Specifications

1. The contractor will be responsible to install, own, upgrade and maintain
their System and the Facilities necessary for the provision of all Services
covered under this contract. The contractor will be responsible for providing
all services required by this solicitation including sales to the customer,
service activation and installation, equipment maintenance and customer service,
billing, collections, and management information reports. All items required for
each type of service must be furnished at each facility where the service are
offered.

2. The contractor will be required to furnish the following services in
connection with this contract:

         a. Provision of literature to each Resident customer explaining detail
how each service works, the rates and charges and the billing and payment
schedules.

         b. Collection services to permit payment by Residents by check, cash,
or credit card.

         d. The contractor is responsible for all fraudulent, uncollectible and
unbillable transactions. AAFES will bear no responsibility for fraudulent,
uncollectible or unbillable Services. Resident will be responsible to pay
administrative charges if payment is not received within the required due date.
Late fee charges cannot exceed those fee's charged in the local market.

         e. The contractor will provide all sales materials, including displays,
brochures, etc, to market services to the Residents. The Resident will be
notified that their agreement is with the contractor and not AAFES and that
resolution of disputes should be with the contractor. Special emphasis will be
placed on the term of the contract, the price, features and terms of the
service.

         f. Coordinating program policies with AAFES that impact customer
accounts, prior to implementing new policies.

         g. Establishing a single point-of-contact for program management with
Headquarters AAFES in Dallas, Texas.

         h. Obtaining permission for right-of-way and to gain required permits
and licenses to perform the installation, provide the Services, and maintains
the technology platform over the term of the contract.

EXHIBIT G                                                                 PAGE 1
<PAGE>

                                                     Solicitation # 01-001-04-06


         i. Upgrading or enhancing the technology and delivery platform to
accommodate new and emerging features and services over the term of the contract
as these services become available in each local market as mutually agreed upon
the contracting officer and contractor.

         j. Billing and collection for all products and services sold. Bill
payment may be mailed or accepted at the on-base sales location. Financial
arrangements for services offered is a matter solely between the contractor and
the customer.

         k. Ensure that AAFES is indemnified from any financial or legal
exposure that may result from any fraudulent calls that may be originated or
terminated from equipment or services provided under this contract.

         1. Ensure that AAFES is indemnified from liability for any unbillable
calls that may result from billing system errors, failures or other causes.
Ensure that AAFES is indemnified from liability for all uncollectible calls.

         m. Reimbursement to the AAFES or the installation for any construction
damage that is associated with the installation of service.

         n. Contractor will provide complete drawings of all installed property,
according to the industry standard, showing the locations of all facilities to
each installation.

         o. Provision of service where service currently does not exist in new
 buildings.

         p. Requirement to minimize the inconvenience and cost associated with
involuntary transfer or deployment of customers outside contractor's service
area where service is not available on the same wireless price plan as chosen by
the customer. If a customer presents Permanent Change of Station (PCS) or
Temporary Duty (TDY longer than 30 days) orders prior to expiration of the
service agreement involving amortization of the phone, the customer will have
the option to:

                  1. Return wireless phones without penalty.

                  2. Purchase wireless phones for a price to be negotiated
between the customer and the concessionaire.

                  3. If the service agreement does not include a phone, no
penalty will be assessed. Transfers of customers within the concessionaire's
service area will be made at no charge to the customer.

EXHIBIT G                                                                PAGE  2
<PAGE>

                                                     Solicitation # 01-001-04-06

         q. All customer agreements for television, residential phone, wireless
and internet services shall give the customer the right to terminate service at
any time without penalty to the customer.

         r. Establishing a program that allows suspension of service during
periods of involuntary temporary duty out of the wireless service area for
periods of 30 days or more.

         s. Contractor will support and participate in the AAFES Policy of 100%
Satisfaction Guaranteed.

         t. Contractor will configure satellite TV dishes to minimize the number
required. (E.g. one dish for multiple family or barracks/dormitory buildings or
one dish to cover multiple single family dwellings.)

         u. Contractor, Contractor employees and sales representatives are
prohibited from coercing customers or using high-pressure sales tactics to
induce customers to purchase services or products outside the scope of this
contract.

         v. Contractor will install Automated Voice Response system that is
available 24 hours a day, 7 days a week and accessible from all locations via a
toll free number

         w. Contractor must provide an automated electronic billing system for
the following types of service. Internet Access, Internet Telephony (Voice Over
Internet Protocol, Unofficial Telephone Service) and Cable Television. System
software must be able generate a subscriber sales report (computer print-out).

         x. Contractor must provide a copy to AAFES of the sample reports which
will be available from their accounting system prior to commencement of service
under this contract.

3. AAFES agrees to:

         a. Establish a single point-of-contact (POC) at its headquarters in
Dallas, Texas for assisting the contractor(s) in the national/regional marketing
efforts outlined in this solicitation.

         b. Establish a single point-of-contact (POC) at each Army and Air Force
post or base where AAFES provides services for monitoring these programs and
assisting in the local marketing efforts.

         c. At contractor's option and expense, under conditions mutually agreed
to by the parties, cooperate in an effort to provide the contractor information
from AAFES check and credit verification files for the sole purpose of the
contractor's reference in considering acceptance of any service agreement and/or
purchase.

EXHIBIT G                                                                 PAGE 3
<PAGE>

                                                     Solicitation # 01-001-04-06

         d. AAFES will make available to the contractor marketing channels
including direct mail, tabloid, TV and AAFES radio at the contractor's expense.
Use of these marketing channels is optional.

         e. At contractor's option and expense, under conditions mutually agreed
to by both parties, AAFES will distribute promotional materials within its
stores or other marketing channels.

EXHIBIT G                                                                 PAGE 4
<PAGE>

                                                     Solicitation # 01-001-04-06

                                    Exhibit H
                Equipment and Service Performance Specifications

1. The services shall be delivered by the contractor to all Residents.

2. The contractor, at its sole cost and expense make the Services available to
the Residents, and be designed, upgraded, built and maintained. Contractor will
monitor and provide maintenance of equipment as required to ensure the services
are available 24 hours a day, 7 days a week.

3. The contractor shall construct, install, own, upgrade and maintain the System
and the Facilities necessary for the provision of Services to the Premises.
Prior to the commencement of any construction and/or installation work,
including modifications and upgrades of the contractors System and the
Facilities, the contractor shall prepare and deliver to the Army and the Air
Force, the proposed design and technical specifications for approval. No work
shall commence until the Army and/or Air Force has approved the plans. In no
event shall the Army and/or Air Force approvals of the plans be deemed a
representation that the plans comply with applicable laws, rules or regulations,
such responsibility remaining with the contractor.

4. The use of government cable or other telecom providers facilities is to be
contracted between the contractor and the government and/or other telecom
providers to include any applicable fees for its use.

Service Requirements:

1. Wireless Service:

1. The contractor will offer post and prepaid wireless packages equal to or
better than wireless packages offered off the installation. A variety of calling
plans with enhanced features will be offered. At a minimum, wireless phones and
packages must conform with the following:

         a. Ability to place and receive calls through use of the handset (and
optionally hands-free for vehicle phones).

         b. Ability to store at least fifty frequently called numbers for speed
dialing.

         c. Must have a screen menu that displays phone number dialed, and
roaming/home system status and signal and battery status.

         d. Must provide ability to lock and unlock unit with an electronic code
to avoid unauthorized access.

EXHIBIT H                                                                 PAGE 1
<PAGE>

                                                     Solicitation # 01-001-04-06

         e. Must provide volume control.

         f. Must have other features necessary to initiate and receive calls,
and to make changes to stored numbers lists.

         g. Wireless phones must provide a minimum talk time of two and one-half
hours and stand-by time of thirty-six hours.

         h. Individual telephones/handsets must be able to be purchased without
the purchase of a service package.

         i. Wireless equipment and accessories sold to the customer will be new.
The concessionaire may offer refurbished or used equipment resulting from
customer returns if acceptable to the contracting officer. Refurbished or used
equipment must be disclosed to the customer and offered at a discount.

2. Wireless network service must conform with the following:

         a. Ability to complete local, domestic, and international calls.

         b. Ability to receive incoming calls.

         c. Ability to reach 911.

         d.Ability to reach operator.

         e. Ability to make 0+ calls.

         f. Ability to reach directory assistance.

         g. Ability to reach 800 numbers.

         h. On a call originated by the wireless subscriber, billing will begin
when the called party answers where answer supervision is available and when the
caller presses the "Send" button when the call is terminated to another wireless
subscriber. Where answer supervision is not available, a standard
industry-timing factor may be used for the start of billing.

         i. On a call terminating to the wireless subscriber, billing will not
begin until the wireless subscriber presses the "Send"/"Talk" button.

         j. For calls within the wireless providers area, billing from the
carrier must include at a minimum: date, calling or called number, rate period,
duration, amount charged for airtime, amount charged for local landline time if
applicable, roaming charges if applicable, applicable taxes and total cost.

EXHIBIT H                                                                 PAGE 2
<PAGE>

                                                     Solicitation # 01-001-04-06

         k. Prepaid service - concessionaire must provide customers the option
of paying in advance by money order, check or credit card for wireless phone
services.

         1. Prepackaged prepaid wireless phones - concessionaire may offer a
prepaid wireless phone either prepackaged or sold individually.

         m. Billed service - concessionaire must provide customers the option of
being billed for wireless phone services, equipment and accessories and must
accept payment by money order, check or credit card.

         n. Packaged wireless phones and services: At a minimum, packaged
wireless phones and services must offer the same specified features as wireless
phones and services sold separately.

         o. Enhanced wireless service: At a minimum, voice mail, call waiting
and call forwarding will be offered. Contractor may propose additional,
non-exclusive, enhanced wireless services such as wireless Internet service,
music, photos, etc., for approval of the contracting officer.

         p. Wireless accessories: Accessories must be compatible with phone
units being sold. Accessories that are standard in the marketplace including but
not limited to additional batteries and battery chargers, cigarette lighter
adapters, cases and wireless headsets must be stocked and merchandised.
Contractor must have an adequate assortment of accessories on display at all
times.

         q. Pre Paid wireless phone cards: At a minimum pre paid wireless phone
cards for the concessionaires network in industry standard denominations must be
stocked and merchandised. Contractor is encouraged to offer pre paid wireless
phone cards for other pre paid wireless networks.

         r. Wireless phone insurance: May offer optional wireless equipment
insurance for replacement of instruments and accessories that are stolen or
damaged with a deductible of no more than $50. If offered, must permit 30-day
termination either by phone or in writing with no penalty.

         s. Warranties: Contractor must offer standard warranties that meet or
exceed those available in the market area surrounding the installation. Terms on
any limitation of warranty on used equipment must be fully disclosed to the
customer.

         t. Phone Upgrades: Changes in network technology for wireless phones
that necessitate an upgrade of products sold under this program require the
contractor to provide an amortization

EXHIBIT H                                                                 PAGE 3
<PAGE>

                                                     Solicitation # 01-001-04-06

schedule showing residual value credit. For example, the network changes to a
new generation of digital technology during the life of the contract and the
wireless phone will not operate on the new generation digital network. The
contractor provides the customer a credit towards the purchase of a new digital
wireless phone or the contractor upgrades the customer's phone at the
contractor's expense.

         u. Service Plan Changes: Customers must be permitted to change to a
less expensive or more feature rich service plan if the concessionaire offers a
better plan than the customer currently has. The change will be made at no cost
to the customer.

2. High Speed Internet Access:

1. The contractor will offer broadband Internet services with an "always on"
connection with a minimum speed up of 256kbps download. Data services will
include the standard suite of services currently available to customers at no
additional fee. Data services must meet or exceed the speed, performance levels
and service offered in the local area.

2. The following will be offered as basic subscriber services of High Speed
Internet Access:

         a. Cable Internet or Asymmetric Digital Subscriber Line-ADSL technology
will be used to provide high speed Internet access.

         b. The sale of equipment/products related to the offering of Internet
service is authorized. Warranty would be subject to the manufacturers warranty.
In the event of defective equipment, the contractor will replace the equipment
at no cost to the customer with 24 hours of notification and credit the
customer's account for the period of disruption in service.

         c. Customers will have the option of switching from one plan to another
at no charge.

3. Internet Access Service - Network:

         (a) The network configuration will be of a modular design that can be
implemented on an as needed basis, with each module designed to support a
minimum of 500 users. The configuration should include a Domain Name Server
(DNS), a Proxy Server, a NEWS server, an e-mail server, home page server, an
authorization server, an access module consisting of modem racks and terminal
servers, a backbone router, and a private commercial direct line connection to
the contractors commercial Point-of Presence (POP). Where necessary contractor
will also provide repeaters and any other equipment required for the efficient
performance of the contract. This configuration is required at each installation
where Internet services are offered.

EXHIBIT H                                                                 PAGE 4
<PAGE>

                                                     Solicitation # 01-001-04-06

         (b) All equipment must be upgraded as required to include market proven
developments in the industry upon the mutual agreement of AAFES and the
contractor.

         (c) The backbone must have sufficient bandwidth for efficient
performance of the contract and to meet the required speed and must be
expanded/upgraded as necessary to meet customer demand. Equipment must have a
sufficient capacity to meet customer demand to access the network at any one
time. The target data transfer rate changes from application to application. In
general the network must be a congestion free environment that reliably
transmits data the first time when a user requests it.

         (d) Contractor is responsible for obtaining and paying for all trunk
lines, cable pairs, and any other equipment required for efficient performance
of the contract. All equipment must be upgraded as required to include market
proven developments in the industry upon the mutual agreement of AAFES and the
contractor.

         (e) Advertising sites that are offensive or in conflict with the Honor
and Decency Act are not authorized. The availability of a filtering system is
required to restrict the access to sexually explicit and/or adult content.

3. Television Service: The contractor's television channel line-up will be equal
to or better than residents who live off the installation. State of the art
bundled television services will be provided to include basic channels,
standard, premium channels, and if available, digital premium services, digital
cable services, pay per view, video on demand, and high definition
entertainment.

         a) The contractor shall be responsible for insuring that each such
system is designed, installed, and operated and maintained in a manner that
fully complies with the provisions of the FCC at all times. At a minimum, the
standards are:

         o        The frequency boundaries of cable television channels
                  delivered to subscriber terminals;

         o        The frequency tolerance of CATV visual carriers;

         o        The frequency tolerance of CATV aural carriers;

         o        The minimum visual carrier levels at subscriber terminals;

         o        The allowable tolerance for visual carrier level variations
                  within 24 hours;

         o        The maximum and minimum aural carrier specifications, with
                  respect to visual carrier levels;

EXHIBIT H                                                                 PAGE 5
<PAGE>

                                                     Solicitation # 01-001-04-06

         o        The maximum allowable level of visual low frequency
                  distortion;

         o        The frequency response of each channel;

         o        The allowable visual signal-to-system noise level and to any
                  undesired co-channel signal;

         o        The allowable level of intermodulation distortion;

         o        The minimum amount of isolation between subscriber terminals;

         o        Signal leakage;

         o        Operation near aeronautical and marine emergency radio
                  frequencies,

         o        Receiver-generated interference.

         (b) The concessionaire recognizes that signal leakage or
other interference, including emission, radiation, or induction, from the CATV
system that affects the Government's air navigational, communications, or
surveillance facilities, or other electronic device or equipment located on the
Military base may disrupt or endanger military activities and may pose a threat
to the safety of both the public and military personnel. The concessionaire
shall take all necessary actions, including testing, maintenance, and
coordination with government personnel to prevent any such leakage or
interference. Upon receiving notice of such leakage or interference from
whatever source, including the concessionaire's own testing and monitoring
activities, the concessionaire shall immediately take corrective action at its
own expense to eliminate the leakage or interference. Compliance with the
technical standards set forth or incorporated in this contract shall not relieve
the concessionaire of its obligations arising under this subparagraph.

         (c) Maintain interior cable and terminating equipment (patch panels,
wall jacks, etc. where required) to Telecommunications Industries Association /
Electronic Industries Association (TIA/EIA) standards and be responsible for
troubleshooting, repair, removals, and preventive maintenance in residence or
buildings served where required. Most buildings, new and existing, will have
coaxial cable already wired in providing television service.

         (d) The contractor shall conduct complete performance tests of that
system at least twice each calendar year (at intervals not to exceed seven
months), unless otherwise noted below. The performance tests shall be directed
at determining the extent to which the system complies with all the technical
standards set forth by the FCC and shall be as follows:

         (1) For cable television systems with 1000 or more

EXHIBIT H                                                                 PAGE 6
<PAGE>

                                                     Solicitation # 01-001-04-06

subscribers but with 12,500 or fewer subscribers, proof-of-performance tests
conducted pursuant to this section shall include measurements taken at six (6)
widely separated points. However, within each cable system, one additional test
point shall be added for every additional 12,500 subscribers or fraction thereof
(e.g., 7 test points if 12,501 to 25,000 subscribers; 8 test points if 25,001 to
37,500 subscribers, etc.). In addition, for technically integrated portions of
cable systems that are not mechanically continuous (i.e., employing microwave
connections), at least one test point will be required for each portion of the
cable system served by a technically integrated microwave hub. The
proof-of-performance test points chosen shall be balanced to represent all
geographic areas served by the cable system. At least one-third of the test
points shall be representative of subscriber terminals most distant from the
system input and from each microwave receiver (if microwave transmissions are
employed), in terms of cable length. The measurements may be taken at convenient
monitoring points in the cable network: Provided, that data shall be included to
relate the measured performance of the system as would be viewed from a nearby
subscriber terminal. An identification of the instruments, including the makes,
model numbers, and the most recent date of calibration, a description of the
procedures utilized, and a statement of the qualifications of the person
performing the tests shall also be included.

         (2) Proof-of-performance tests to determine the extent to which a cable
television system complies with the standards set forth by the FCC shall be made
on each of the NTSC or similar video channels of that system. Unless otherwise
as noted, proof-of- performance tests for all other standards shall be made on a
minimum of four (4) channels plus one additional channel for every 100 MHz, or
fraction thereof, of cable distribution system upper frequency limit (e.g., 5
channels for cable television systems with a cable distribution system upper
frequency limit of 101 to 216 MHz; 6 channels for cable television systems with
a cable distribution system upper frequency limit of 217-300 MHz; 7 channels for
cable television systems with a cable distribution upper frequency limit to 300
to 400 MHz, etc.). The channels selected for testing must be representative of
all the channels within the cable television system.

         (3) The contractor shall conduct semi-annual proof-of- performance
tests of that system, to determine the extent to which the system complies with
the technical standards set forth in FCC as follows. The visual signal level on
each channel shall be measured and recorded, along with the date and time of the
measurement, once every six hours (at intervals of not less than five hours or
no more than seven hours after the previous measurement), to include the warmest
and the coldest times, during a 24-hour period in January or February and in
July or August.

         (4) The contractor shall conduct triennial proof-of performance tests

EXHIBIT H                                                                 PAGE 7
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                                                     Solicitation # 01-001-04-06


of its system to determine the extent to which the system complies with the
technical standards set forth by the FCC.

         (5) Successful completion of the performance tests of this section does
not relieve the system of the obligation to comply with all pertinent technical
standards at all subscriber terminals. Additional tests, repeat tests, or tests
involving specified subscriber terminals may be required by the Commission or
the local franchiser to secure compliance with the technical standards.
Contractor will be given thirty days to come into compliance if the above
requirements are not met.

          (d) Federal guidelines state that standard installations -- which are
those located up to 125 feet from the existing distribution system -- must be
performed within seven days after an order has been placed. Except in situations
beyond its control, the contractor must begin working on a service interruption
no later than 24 hours after being notified of the problem. A service
interruption has occurred if picture or sound on one or more channels has been
lost. The cable operator must begin to correct other service problems the next
business day after learning of them. The contractor may schedule appointments
for installations and other service calls either at a specific time or, at a
maximum, during a four-hour time block during normal business hours. The
contractor may also schedule service calls outside of normal business hours for
the convenience of the customer. No appointment cancellations are permitted
after the close of business on the business day prior to the scheduled
appointment. If the contractor's installer or technician is running late and
will not meet the specified appointment time, he or she must contact the
customer and reschedule the appointment at the convenience of the subscriber.
These requirements concerning installations, outages and service calls must
ordinarily be met at least 95 percent of the time, measured quarterly, under
normal operating conditions.

         (e) Any installed equipment, to include satellite dishes, will meet the
installation requirements. A single dish will be installed to provide service to
buildings with multiple residents such as barracks or dormitories. Individual
dishes for each single family residence may not be authorized or may require
installation removed from the actual house. Remote satellite dish(s) connected
by cables to service buildings on the installations is the preferred method of
service. The contractor must obtain and meet all military installation
requirements.

         (f) Contractor shall obtain a written excavation permit in accordance
with each military installation instructions and/or applicable franchise/license
agreement before commencing any digging or excavation on the Military base to
include all coordination of appropriate government agencies on the installation
at least 3 workdays in advance of digging. Digging must be properly identified
on

EXHIBIT H                                                                 PAGE 8
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                                                     Solicitation # 01-001-04-06


base records used by the government. This permit will outline the requirements
for clean up to include bringing the area affected back to its original
condition.

4. Television Contingency Requirements: Operational military contingency network
fail over capabilities Network Infrastructure must be in compliance with
Military installation accreditation standards in order to facilitate a
contingency plan. In time of imminent conflict/war, the Military installation
reserves the right to take over operations and control of the contractor's
infrastructure and equipment to support the conflict/war effort. Once the
conflict/war is over, the infrastructure and equipment will be returned the
contractor. Damage or degradation of the infrastructure or equipment caused by
and during the conflict/war will not be the responsibility of the Military
installation to repair. The Military installation or AAFES is not liable for
such claims of loss of revenue or employees salaries.

         (1) Concessionaire will also provide for the following:

         (a) Emergency Access System

         (b) Command access to the system in time of emergency/military
installation exercises to broadcast a message over all TV channels at once.
Within a three-hour window, contractor would be present at subscriber's location
to provide service. The contractor is not responsible for interruptions in
programming, if the interruption is beyond the contractor's control (i.e., the
instalation fails to provide the signal, equipment above head-end fails, etc.).
Should customers require pro-rata refunds in these circumstances, then the
contractor will issue a credit to the customers bill.

5. Cable: Any installed cable shall be concealed behind ceiling or walls as
approved by the military installation. Cable shall be threaded through holes
bored in the approximate centerline of wood members; notching of end surfaces is
not permitted. In rooms or areas not provided with ceilings or wall finish,
cables and outlets shall be installed so that a room finish may be applied in
the future without disturbing the cable or resetting the boxes. Cable shall not
be run along interior walls or baseboards.

6. Outlets: Any installed outlet plates in the television system shall be
provided with an outlet box, toggle bolts, or other suitable securing method
approved in accordance with the military installation requirements. Boxes shall
not be less than 1-inch deep unless shallower boxes are required by structural
conditions. Boxes shall be set flush with the finished walls and shall be
provided with the proper type of extension rings or plaster covers where
required. Boxes shall be rigidly installed and shall be supported by bar hangers
in frame construction or shall be fastened directly with wood screws

EXHIBIT H                                                                 PAGE 9
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                                                     Solicitation # 01-001-04-06

on wood, bolts and expansion shields on concrete or brick, toggle bolts on
hollow masonry units, and machine screws on metal. Welded threaded studs driven
in by a powder charge and provided with lock washers and nuts are acceptable in
lieu of expansion shields. Concessionaire shall study the building plans in
relation to the spaces and equipment surrounding each outlet so the outlets are
located according to the room layout. Television outlets shall be installed not
less than 12 inches and not more than 18 inches above the floor surface or from
any electrical outlet.

7. Installation of interior cable: The diameter of any holes passing through
walls shall not exceed the diameter of the cable or conduit by more than
one-eighth inch. All exterior holes will be angled 15 degrees from the
horizontal, so as to reduce the chance of rainwater run-in, and shall be sealed
to prevent entry of moisture and insects.

8. Mounting: Cables shall be installed parallel or at right angles to walls or
structural members. Mounting shall follow building lines, where possible (i.e.,
brick, mortar, siding), in straight horizontal and vertical lines, with bends
tied to building corners.

         (a) Mounting cable on buildings shall be conducted in accordance with
the highest industry standards. Cable mounting shall be rigid, supported with
clamps spaced at intervals not to exceed six feet.

         (b) Cable mounting is prohibited when government-furnished conduit for
cable television is supplied (e.g., new buildings).

9. Device Plates: One piece device plates shall be used for all outlets. Plates
on unfinished walls or on fittings shall be of zinc coated sheet metal having
round or beveled edges. Plates on finished walls shall be of metal with counter
sunk heads, with color to match the finish of the plate. Plates shall be
installed with all tour edges in continuous contact with finished wall surfaces
without the use of mats or similar devices. Plaster fillings are not permitted.
Plates shall be installed vertically and with an alignment tolerance of
one-sixteenth inch. Device plates shall have a. rigid, threaded cable television
termination mounted in the center.

10. Service Drops: Aerial service drop mounting shall be parallel to utilities
and or phone lines.

         (a) Where dual aerial service drops are used, they shall be dual-type
cable to present a clean appearance.

         (b) Where government-furnished conduit is supplied for television
service drops, aerial service drops and alternate underground routes are
prohibited.

EXHIBIT H                                                                PAGE 10
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                                                     Solicitation # 01-001-04-06

11. Clearances: The television cabling shall not conflict with or cause any
other cabling to violate ground or power line clearance criteria unless a
written waiver has been granted in accordance with military base instructions
and/or applicable franchise/license agreement.

         (a) Concessionaire may request a waiver in accordance with the military
base instructions and/or applicable franchise/license agreement.

         (b) Overlashing of abandoned cable television lines is not permitted.

12. Underground Connections:

         (a) Under paved areas and roadways, the television cables shall be
installed in conduit not less than 2 inches in diameter. Conduit shall be
zinc-coated rigid steel or schedule 40 PVC. Conduit shall be extended not less
than 2 feet beyond pavements and roadways, when such roadway is used for
vehicular traffic. Under heavily traveled roadways, conduit shall be installed
by boring. Pavement may be cut and repaired in an approved manner on lesser
traveled roads on approval in accordance with military base instructions and/or
applicable franchise/license agreement.

         (b) Trenches in which direct burial cables are placed shall have a
minimum depth of 18-inches below grade, shall be not less that 6-inches wide,
and shall generally be in straight lines between cable connections. Bends in
trenches shall have a radius of not less than 36 inches. A marker tape 6-inches
below grade shall be used above all direct burial cable. Tape shall bear the
warning "TV CABLE".

13. Telephony Services: The contractor will install and maintain a full feature
telephony service to all residents. Each phone line will be available on a
24-hour basis for lifeline services (E-911 service) and will provide CLASS
Calling Features (Caller ID, Call Waiting, unlimited local, domestic long
distance and international calls). Residents will have the option to select from
a range of calling plans to best meet their needs. Residents will be required to
furnish customer premise equipment (CPE).

         (a) The contractor must provide telecommunications service in its
service exchange twenty-four hours a day. The contractor shall provide
sufficient equipment and operating capabilities at all times, including during
the average busy hour and average busy season. As used in this paragraph, "busy
hour" means the hour each day during which the greatest volume of traffic is
handled in the central office, and "busy season" means the consecutive
thirty-day period of the year during which the greatest volume of traffic is
handled in the central office.

EXHIBIT H                                                                PAGE 11
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                                                     Solicitation # 01-001-04-06

         (b) The contractor must design, construct, install, operate, and
maintain its plants, facilities, and equipment in a manner consistent with
prudent and generally accepted telecommunications industry practices and
standards.

         (c) The contractor must make reasonable provision for emergencies
resulting from power failures, unusual and prolonged increases in
telecommunications traffic, or lack of personnel and from fire, storm,
hurricane, or other acts of God.

         (d) The contractor must adhere to a maintenance program to ensure safe,
adequate, and reliable service at all times.

         (e) The contractor will notify its customers in writing of any changes
in price, scope, or quality of service.

         (f) The contractor shall respond to a customer's request for service as
quickly as practicable. Complete installation of service within seven days of
the receipt of a customer request for ninety per cent of the requests for basic
service.

         (g) If service is disrupted, the contractor shall make all possible
efforts to reestablish service in the shortest time practicable with due regard
to safety. The contractor is required to clear ninety-five per cent of all
out-of-service troubles within twenty-four hours of the time such troubles are
reported.

         (h) The contractor shall maintain its transmission facilities at
adequate volume levels and free of excessive distortion. At a minimum, the
contractor shall design and maintain its facilities to achieve the following
levels:

         (i) Design to 8.5 dB customer line loss and maintain at no more than 10
dB line loss. A carrier without interoffice facilities shall design to no more
than 9 dB customer line loss; and

         (a) Design customer line to 25 dBrnC noise and maintain at no more than
30 dBrnC noise.

         (b) The contractor shall provide prompt call completion. The minimum
standards are:

         (c)Maintain dial tone delay to less than three seconds in ninety-eight
per cent of all calls; and ^

         (d) Complete ninety-seven per cent of all correctly dialed calls.


EXHIBIT H                                                                PAGE 12
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                                                     Solicitation # 01-001-04-06

14. System Maintenance & Repairs: Contractor will monitor and provide
maintenance of equipment as required to ensure all services are available 24
hours a day, 7 days a week.

         (a) Concessionaire must be capable of responding to system failures or
major failures, for any reason, within 4 hours.

         (b) If service is to be interrupted for scheduled repairs or
maintenance, or if the occurrence of an interruption in service is otherwise
known to the contractor, the contractor shall promptly notify its affected
customers and, as appropriate, fire and law enforcement agencies, before the
interruption occurs. Repair and maintenance work shall be performed at a time
that will cause the least inconvenience to its customers.

         (c) Any routine out of service calls must be cleared/repaired within
the time specified below. Additionally, the contractor is responsible for
maintenance and repair of all inside and outside wiring for all homes where
Services are provided. Service requests taken on major holidays will be cleared
the next business day.

         (1) Any out of service request to include installation, connection or
disconnection will be restored within 24 hours.

         (2) Contact with the Resident (scheduling an appointment, phone
consultation, etc) will be made within one business day for all service related
problems. Problems will be resolved within 72 hours unless the Resident is
unavailable or requests a later appointment.

         (3) Failure to repair and/or restore service within the timelines
specified above will result in each affected Resident receiving a credit to
their monthly bill of 150% of the outage time period for each Service.

         (d) The contractor shall maintain an accurate record of trouble reports
made by its customers. The record must include the identity of the customer or
service affected, the time, date, and nature of the report, the action taken to
clear the trouble, and the date and time the trouble was cleared or other
disposition was made of the trouble report. The contractor shall make the record
available upon request of the contracting officer. x

         (e) In the event the contractor cuts government owned cable, the
contractor will be required to repair as follows:

         (1) All repairs completed by the contractor must be approved by
Military Base Communications approval; extent of cable replacement (how far/much
cable will be required to be replaced, fiber

EXHIBIT H                                                                PAGE 13
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                                                     Solicitation # 01-001-04-06


optic cables are subject to replacement in its entirety) and conduit/inner-duct
repairs (must reestablish integrity of conduit system for future use).

         (2) In the event the government cuts the contractor's cable lines, the
government is responsible for such repair and costs.

15. Surge and Current Fluctuations: Contractor is responsible for providing
adequate surge and current fluctuation protection equipment between the
contractor's equipment and utilities provided. AAFES, and the U. S. Government,
will bear no responsibility for damage or malfunction of contractor's equipment
or systems due to electrical current or voltage fluctuations on surges or due to
any other electrical condition (other than consideration for willful or
negligent acts).

16. Software: Contractor will utilize Network Management Software, GLDS Software
or Equivalent to ensure optimum customer satisfaction and will track and provide
such information upon request. Requested information may be presented in the
form of graphs or charts. Required information includes total number of
customers, percentage of subscribers accessing system at any given time, number
of failed connection attempts, average length of time subscriber is connected to
the network, average data transfer rate, minimum data transfer rate, average
port utilization, etc. Such software must also allow for call trace and call
record information when requested by the government and other authorities with
investigative authority in the performance of official investigations.
Additionally, contractor will adhere to all Federal and Laws regarding Privacy
Act and Freedom of Information Act when collecting such information.

17. Customer Payment:

         (1) All customer payments may be paid in person, by cash, check,
MILITARY STAR CARD, credit or debit card. Customers may also elect to have
monthly billing charged electronically to their credit card.

         (2) At the time of registration, customers will select payment method
for monthly billing services.

         (3) For customers that elect to make monthly payment in person by cash,
check, MILITARY STAR CARD or credit card, a standard invoicing and payment
system will be provided by the concessionaire. Payments will be made at the
sign-up location. Where possible, concessionaire will also install a payment
drop box for after hours payments. Check, MILITARY STAR CARD and Credit Card
sales are to be verified via AAFES verification system or the concessionaire's
own verification system. (4) For customers requesting electronic credit card
billing they will provide credit card info and sign an agreement or follow
processes

EXHIBIT H                                                                PAGE 14
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                                                     Solicitation # 01-001-04-06

 used by the contractor to authorize monthly charges. Credit Card sales are to
 be verified via AAFES verification system or concessionaire's own verification
 system during registration.

         (5) Concessionaire is to collect sign-up charge, deposit (if required)
and fixed monthly subscriber charges in advance.

         (6) The contractor will use a computerized Accounting System, that is
compatible with the automated billing system, to monitor, price and record all
services provided under this contract.

18. Customer Support:

         (a) Contractor will install at each AAFES location where service is
offered a PC or POS system that will provide Customer Service Personnel access
to customer profiles, customer account information, including real time billing
and payment information.

         (b) Contractor will install Automated Voice Response system that is
available 24 hours a day, 7 days a week and accessible from all locations via a
toll free number.

         (c) Contractor will provide online customer support providing at a
minimum, general service description, pricing information, technical support
information, contact and customer information, customer usage information, and
customer billing information. Dedicated customer comment e-mail address is
required and dedicated customer technical inquiries e-mail address. Messages
sent to these dedicated addresses will receive an automatic response advising
inquiry was received. An interim or final response will be provided customers
within 24 hours from receipt.

         (d) Contractor may develop and support a newsletter which will be
posted to contractor's website. The newsletter will be used to communicate
information concerning the contractors service, general interest items related
to the internet, helpful hints in accessing and using the internet, links to
other home pages, etc. Customer input will be solicited regarding content. No
advertising, except for the services provided for under this contract, will be
permitted. Contractor is not authorized to market any services to customers that
is not covered under this contract.

         (e) Contractor will permit and assist AAFES in making mass mailings to
customer base or postings on the Service home page on an occasional basis.
Content of these messages will be coordinated with contractor but are intended
as a means of communication with customers regarding AAFES retail, service and
food operations and programs.

         (f) Sales and marketing support is a key to ensuring this program is
successful for AAFES and the Internet provider. The provider

EXHIBIT H                                                                PAGE 15
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                                                     Solicitation # 01-001-04-06


must be able to create a critical mass of users as quickly as possible. Sales
and marketing support is then required to create service contents and deliver
that message to the end user market to ensure maximum sales and revenue. The
provider must have sales/marketing experience and Internet knowledge to ensure
the best in customer service.


EXHIBIT H                                                                PAGE 16
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                                                     Solicitation # 01-001-04-06


                                    Exhibit I
                       Concessionaire Furnished Equipment


1. The concessionaire will be required to furnish the equipment listed in this
paragraph. The concessionaire furnished equipment must meet the industry
standard and must be acceptable to the Contracting Officer. Each location will
have a kiosk and a cash register or POS system. Additional display fixtures may
be provided as required.

 Equipment                                          Eielson

 Kiosk
 Cash Register                                         X
 Showcases                                             X
 Desks/Chairs                                          X
 Display Racks                                         X

2. Signage - Concessionaire will provide appropriate signage, to include light
boxes with the concessionaire's logo, to attract interested customers to the
staffed kiosks and or the staffed sales counter.

3. Electronic Cash Register - self-contained, heavy-duty construction, and
electronically operated. Keyboard will be the basic mode to enter information.
Register must have the features outlined in Exhibit C, Special Provisions, 13.
INTERNAL CONTROLS.

4. Electronic POS System - Offerers who have not previously obtained AAFES
approval of their Electronic POS System must send a request to the contracting
officer with adequate information demonstrating the capabilities of the system
and its compatibility with paragraph 13, Internal Controls, of Exhibit C,
Special Provisions.

5. Glass front display unit used to display merchandise. The units will be
uniform with the kiosk image, and conform to industry standards.


EXHIBIT I                                                                 Page 1