GENERAL TERMS AND CONDITIONS
                             FOR DELIVERY OF SERVICE

These Terms and  Conditions  for Delivery of Service are  applicable to Customer
Orders  executed by Customer for Services  delivered by Level 3  Communications,
LLC ("Level 3"), and are  incorporated  into each Customer Order.  The Terms and
Conditions  include these General Terms and  Conditions  for Delivery of Service
and all  terms and  conditions  attached  hereto  which  relate  to any  Service
provided by Level 3 to Customer.  These Terms and  Conditions  are applicable to
sales of Services originating or terminating in the United States.

DEFINITIONS
-----------

Confidential  Information:  Licensed  Software,  and  all  source  code,  source
documentation,  inventions,  know-how,  ideas, updates and any documentation and
information  related to the Licensed  Software,  and any non-public  information
regarding  the  business of a party  provided to either party by the other party
where  such   information   is  marked  or  otherwise   communicated   as  being
"proprietary"  or  "confidential"  or the like, or where such information is, by
its nature, confidential.

Committed Data Rate: A commitment made by Customer (where applicable) obligating
it to order and pay for a  minimum  amount  of a Level 3  Service  expressed  in
Megabits  per second  (Mbps),  as set forth in the  Customer  Order (See Section
1.1).

Customer: The person, firm or corporation so named on the Customer Order.

Customer  Order:  A request for Level 3 Service  submitted  by the  Customer for
acceptance by Level 3.

Facilities:  Any and all devices  supplied by Level 3 used to deliver  Services,
including  but not limited to all terminal and other  equipment,  wires,  lines,
circuits, ports, routers,  switches,  channel service units, data service units,
cabinets,  racks,  private rooms and the like.  Facilities shall not include any
such  devices  sold to  Customer by Level 3 and paid for by Customer or owned by
Customer or any third party.

Level 3  Gateway:  Buildings  owned  or  leased  by Level 3 for the  purpose  of
locating and colocating communications equipment.

Licensed  Software:  Computer  software,  in object code format only, the use of
which is required for use of Service ordered by Customer.

Premises: The location(s) occupied by Customer or its end users to which Service
will be delivered by Level 3. Premises does not include Space as defined below.

Revenue Commitment: A commitment made by Customer obligating it to order and pay
for a minimum  volume of  Services  during an agreed  term,  as set forth in the
Customer Order (See Section 1.1).

Service:  A service offered by Level 3 pursuant to a Customer Order.

Space: The location(s)  within Level 3 Gateways into which Customer is permitted
to  colocate  telecommunications  or internet  equipment  pursuant to a Customer
Order accepted by Level 3.

Target Install Date: A written communication from Level 3 to Customer indicating
the date  upon  which it is  anticipated  that  Services  will be  available  to
Customer.

SECTION 1. CUSTOMER ORDERS
--------------------------

1.1   Submission of Customer Orders. To order any Service,  Customer may  submit
      ------------------------------
to Level 3 an order  form for  Services,  completed  with  Level 3's  assistance
("Customer Order") requesting the provision of Service.  Level 3's delivery of a
Target  Install  Date  respecting  such  Service  shall   constitute  Level  3's
acceptance of the Customer Order. The Customer Order and its backup detail shall
set forth the Service,  the Premises and/or Space,  the prices to be charged for
Services and any applicable term and/or Revenue Commitment.

1.2   Undertaking of Level 3. If Level 3 issues a Target Install Date respecting
      -----------------------
Services,  Level 3 will furnish such Services in  accordance  with the Terms and
Conditions and any Customer Orders.

SECTION 2. BILLING AND PAYMENT
------------------------------
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2.1   Payment of Bills.  Level 3 bills all charges  incurred  by  Customer  on a
      -----------------
monthly basis.  Level 3 bills in advance for all Services to be provided  during
the  upcoming  month,  except  for  charges  which are  dependent  upon usage of
Service,  which are  billed in  arrears.  Billing  for  partial  months  will be
prorated based on a calendar month.  All bills are due upon receipt,  and become
past due ten (10) days later.  The unpaid  balance of any past due balance which
is not  reasonably  disputed  under  Section 2.4 hereof shall bear interest at a
rate of 1.5% per month  (prorated  on a daily  basis  beginning  on the past due
date), or the highest rate allowed by law, whichever is less.

To the extent  Customer  orders any service  designated as "Burstable"  (defined
below), the following billing method shall apply: Customer will be billed as set
forth  above  for its  Committed  Data  Rate.  In  addition,  over  each  month,
Customer's  usage of the  Service  will be  sampled  by  Level 3 in five  minute
inbound and outbound  averages.  At the end of the month, the top ten percent of
the  inbound  and  outbound  averages  shall be  discarded.  The  highest of the
resulting ninetieth percentile for inbound and outbound traffic will be compared
to the Committed  Data Rate. If the  ninetieth  percentile of either  inbound or
outbound  traffic is higher than the  Committed  Data Rate,  Customer  will,  in
addition  to being  billed  for its  Committed  Data  Rate,  be  billed  for its
utilization of the Service that exceeds their  Committed Data Rate,  which shall
be billed at the contracted-for  price per Mbps. Burstable shall mean Customer's
ability to use Services above and beyond a stated Committed Data Rate.

In the event the Services ordered by Customer involve a local loop, Customer may
arrange,  through a local exchange carrier colocated in Level 3's gateway Space,
for its own local loop,  or it may have Level 3 provide  the same.  In the event
Customer  provides for its own local loop,  Customer must provide to Level 3 all
circuit facility assignment  information,  firm order commitment information and
the design  layout  records  necessary to enable  Level 3 to make the  necessary
cross-connection  between the Services and Customer's  designated local exchange
carrier.  Level 3 may charge Customer a non-recurring  cross-connect fee to make
such connection,  and an additional  non-recurring charge may apply in the event
that  Customer  requests  and Level 3 permits  Customer  to change  its  Service
installation  date. In the event Customer provides for its own local loop, Level
3's billing for the Services  will commence once it has installed and tested the
Services up to the Level 3 side of the cross-connect circuit.  Otherwise,  Level
3's billing for the Services  will  commence once the Services are installed and
tested.

2.2   Taxes and  Fees. Except for  taxes  based on Level 3's net  income  and ad
      ----------------
valorem,  personal  and real  property  taxes  imposed  on Level  3's  property,
Customer shall be  responsible  for payment of all sales,  use, gross  receipts,
excise, access, bypass, franchise or other local, state and federal taxes, fees,
charges,  or  surcharges,  however  designated,  imposed  on or  based  upon the
provision, sale or use of the Services.

2.3   Regulatory  and  Legal Changes.   In the event of any change in applicable
      -------------------------------
law, regulation,  decision, rule or order that materially increases the costs or
other  terms of delivery of Service,  Level 3 and  Customer  agree to  negotiate
regarding  the rates to be charged to Customer to reflect such  increase in cost
and, in the event that the parties are unable to reach agreement  respecting new
rates  within  thirty  (30) days after  Level 3's  delivery  of  written  notice
requesting renegotiation, then (a) Level 3 may pass such increased costs through
to Customer,  and (b) Customer may terminate the affected Customer Order without
termination liability upon sixty (60) days' prior written notice.

2.4   Disputed Bills. In the event that Customer disputes any portion of a Level
      ---------------
3 bill,  Customer  must pay the  undisputed  portion  of the  bill and  submit a
written claim for the disputed  amount.  All claims must be submitted to Level 3
within  sixty  (60) days of  receipt of  billing  for those  Services.  Customer
acknowledges that it is able to and that it is reasonable to require Customer to
dispute  bills  within that time,  and  Customer  therefore  waives the right to
dispute charges not disputed within the time frame set forth above.

2.5   Credit Approval and Deposits.  Customer  shall provide Level 3 with credit
      -----------------------------
information as requested, and delivery of Service is subject to credit approval.
Level 3 may require Customer to make a deposit (which will not exceed Customer's
estimated  charges  for  two  months'  Service)  as a  condition  to  Level  3's
acceptance of any Customer Order, or as a condition to Level 3's continuation of
Service,  which  deposit  shall be held by Level 3 as  security  for  payment of
Customer's  charges.  At such time as the  provision  of Service to  Customer is
terminated, the amount of the deposit will be credited to Customer's account and
any credit balance which may remain will be refunded.

2.6   Fraudulent Use of  Services.  Customer  is  responsible  for  all  charges
      ----------------------------

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attributable to Customer incurred  respecting the Services,  even if incurred as
the result of fraudulent or unauthorized use of the Services, unless Level 3 has
actual knowledge of the same and fails to notify Customer thereof.  Level 3 may,
but is not  obligated  to, detect or report  unauthorized  or fraudulent  use of
Services.

SECTION 3. DISCONTINUANCE OF CUSTOMER ORDERS
--------------------------------------------

3.1   Discontinuance of  Customer  Order by Level 3. Level 3 may  terminate  any
      ----------------------------------------------
Customer Order and discontinue  Service without liability:
A. If Customer fails to pay a past due balance for  Services:  (i)  usage  based
and billed in arrears,  provided  the same is not paid within  three (3) days of
written  notice  thereof  provided  by Level 3; or (ii) flat rated and billed in
advance,  provided the same is not paid within seven (7) days of written  notice
thereof provided by Level 3;
B. If Customer  violates any law, rule,  regulation or policy of any  government
authority having  jurisdiction  over the Services;  if Customer makes a material
misrepresentation  in any submission of information in a Customer Order or other
submission of information to Level 3; if Customer  engages in any fraudulent use
of the Services; or if a court or other government authority having jurisdiction
over the Services prohibits Level 3 from furnishing the Services;
C. If  Customer  fails to cure its breach of any  provision  of these  Terms and
Conditions or any Customer  Order within thirty (30) days written notice thereof
provided by Level 3;
D. If Customer files bankruptcy,  for  reorganization,  or fails to discharge an
involuntary petition therefore within sixty (60) days;
E. If Customer's use of the Services materially exceeds Customer's credit limit,
unless  within  fourteen (14) days written  notice  thereof by Level 3, Customer
provides adequate security for payment for the Services.

3.2   Effect of  Discontinuance.  Upon Level 3's  discontinuance  of  Service to
      --------------------------
Customer,  Level 3 may, in addition to all other  remedies that may be available
to Level 3 at law or in equity,  assess and collect from Customer any applicable
termination charge.

3.3   Resumption of  Service.  If Service has been  discontinued  by Level 3 and
      -----------------------
Customer  requests  that  Service be  restored,  Level 3 shall have the sole and
absolute  discretion to restore such  Service.  Nonrecurring  charges,  with the
exception of any charges for the build-out of  Colocation  Space already paid by
Customer, may apply to restoration of Service.

3.4   Discontinuance of Customer Order by Customer.
      ---------------------------------------------
A. Customer shall have the right to terminate and discontinue  affected  Service
--
prior to the end of the agreed term with  respect to which a Customer  Order has
been  executed  respecting  such  Service  without  payment  of  any  applicable
termination charge if: (i) such Service is Unavailable (as defined below) on two
or more separate  occasions of more than eight (8) hours each in any thirty (30)
day period,  and (ii) following written notice thereof from Customer to Level 3,
Level 3 has an  Unavailability  event of more than twelve (12) hours at any time
within the twelve (12) month  period  immediately  following  said  notice.  For
purposes  of the  foregoing,  Unavailability  shall  mean  the  period  of  time
beginning  when  Customer  reports an outage in affected  Service to the Level 3
Customer Service and Support Organization (1-877-4LEVEL3) and shall end when the
Service is  operative.  Unavailability  shall not apply to any  outage  which is
caused by Customer,  Customer's end users or any third party, which results from
failure of power or  equipment  provided by Customer or others,  which occurs or
continues during any period in which Level 3 is not given access to the Premises
or the Space,  or which  results  from  maintenance  events.  Customer  may only
terminate Service which is affected by Unavailability events as set forth above,
and must  exercise  its right to  terminate  any  affected  Service  under  this
Section,  in writing,  no later than  thirty (30) days after the  Unavailability
event giving rise to a right of termination hereunder.

B. Subject to the  termination  charges set forth in these Terms and Conditions,
--
Customer may  terminate  all or part of the Services upon thirty (30) days prior
written notice to: Attn:  Contracts Management  (Customer  Agreements),  Level 3
Communications,  LLC, 1025 Eldorado Boulevard,  Broomfield,  CO 80021. A copy of
this customer notice should also be forwarded to: Attn: General Council, Level 3
Communications, LLC, 1025 Eldorado Boulevard, Broomfield, CO 80021.

SECTION 4.  DELIVERY OF SERVICES
--------------------------------

4.1   Level 3 Access to Premises and Space.  Customer shall allow Level 3 access
      -------------------------------------
to the  Premises  to  the  extent  reasonably  determined  by  Level  3 for  the

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installation,  inspection  and scheduled or emergency  maintenance of Facilities
relating to the Service.  Level 3 shall notify Customer two (2) business days in
advance of any regularly  scheduled  maintenance that will require access to the
Premises.  Level 3  retains  the right to  access  any Space for any  legitimate
business purpose.

4.2   Level 3 Facilities.  Level 3 will use reasonable  efforts to  provide  and
      -------------------
maintain the Facilities in good working order.  Customer shall not and shall not
permit others to rearrange,  disconnect, remove, attempt to repair, or otherwise
tamper with any of the  Facilities.  If the same occurs without first  obtaining
Level  3's  written  approval,  in  addition  to being a breach by  Customer  of
Customer's  obligations  hereunder,  Customer  shall (1) pay Level 3 the cost to
repair any damage to the Facilities  caused thereby;  and (2) be responsible for
the payment of service  charges in the event that  maintenance  or inspection of
the Facilities is required as a result of Customer's breach of this Section.  In
no  event  shall  Level  3 be  liable  to  Customer  or  any  other  person  for
interruption  of Service or for any other loss, cost or damage caused or related
to improper use or maintenance of the  Facilities,  unless the same is caused by
the negligence of Level 3, and then only to the extent of Section 5.2

4.3   Title and Power.  Title to all  Facilities  (except  as  otherwise agreed)
      ----------------
shall remain with Level 3. The electric power consumed by such Facilities on the
Premises  shall be  provided  by and  maintained  at the  expense  of  Customer.
Electric power to the Space shall be provided by Level 3.

4.4   Customer-Provided Equipment. Level 3 may install certain Customer-provided
      ----------------------------
communications  equipment upon  installation of Service and the Facilities,  but
unless otherwise  agreed by Level 3 in writing,  Level 3 shall not thereafter be
responsible   for  the  operation  or  maintenance   of  any   Customer-provided
communication  equipment.  Level 3 shall not be responsible for the transmission
or reception of signals by Customer-provided equipment or for the quality of, or
defects in, such transmission.

4.5   Removal  of  Facilities.  Customer agrees to allow  Level 3 to remove  all
      ------------------------
Facilities from the Premises:  A. after termination of the Service in connection
with which the Facilities were used; and B. for repair, replacement or otherwise
as Level 3 may determine is necessary,  but Level 3 shall use reasonable efforts
to minimize disruptions to the Service caused thereby.

At the time of such removal,  the  Facilities  shall be in the same condition as
when installed,  normal wear and tear excepted. Customer shall reimburse Level 3
for the depreciated cost of any Facilities not in such condition.

4.6   Service Subject to Availability.  The furnishing of Service is  subject to
      --------------------------------
the availability  thereof, on a continuing basis, and is limited to the capacity
of Level 3 to provide  the  Service as well as the  capacity  which  Level 3 may
obtain from other  carriers to furnish  Service from time to time as required at
the sole  discretion of Level 3. Nothing in these Terms and Conditions  shall be
construed to obligate Customer to submit, or Level 3 to accept, Customer Orders.
In the  event  Service  becomes  unavailable  pursuant  to this  paragraph  4.6,
Customer  shall  have the rights  set forth in  Section  3.4 of these  Terms and
Conditions.

SECTION 5.  OBLIGATIONS AND LIABILITY LIMITATION
------------------------------------------------

5.1   Obligations  of the Customer.  Customer  shall be  responsible  for:
      -----------------------------
A. The payment of all charges applicable to the Service;
B. Damage or loss of the  Facilities  installed  on the Premises or in the Space
(unless  caused by the  negligence  or willful  misconduct  of the  employees or
agents  of  Level  3);
C. Providing  the  level of power,  heating and air  conditioning  necessary  to
maintain the proper environment on the Premises for the provision of Service;
D. Providing a safe place to work and complying  with all  laws and  regulations
regarding the working  conditions on the  Premises;
E. Granting  Level 3 or its  employees  access to the  Premises as set forth  in
Section 4.1 of these Terms and  Conditions;  and
F. Keeping Level 3's Facilities  located on Premises free and clear of any liens
or encumbrances.

5.2   Liability. Except as provided in Section 8.4, the liability of Level 3 for
      ----------
damages  arising out of the  furnishing  of or the  failure to furnish  Service,
including  but  not  limited  to  mistakes,  omissions,  interruptions,  delays,
tortious conduct,  representations,  errors, or other defects, whether caused by
acts of  commission  or  omission,  shall be limited to the  extension of credit
allowances or refunds due under any applicable  Service Level Agreement.  Except

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as provided in Section 8.4, the  extension of such credit  allowances or refunds
shall be the sole remedy of Customer  and the sole  liability of Level 3.

5.3   No Special Damages.  Notwithstanding any other provision  hereof,  neither
      -------------------
party  shall be liable for any  indirect,  incidental,  special,  consequential,
exemplary  or punitive  damages  (including  but not limited to damages for lost
profits or lost  revenues),  whether or not caused by the acts or  omissions  or
negligence of its employees or agents,  and regardless of whether such party has
been informed of the possibility or likelihood of such damages.

5.4   Disclaimer of Warranties.  LEVEL 3 MAKES NO WARRANTIES OR REPRESENTATIONS,
      -------------------------
EXPRESS  OR  IMPLIED,  EITHER  IN FACT OR BY  OPERATION  OF  LAW,  STATUTORY  OR
OTHERWISE,  INCLUDING  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE, EXCEPT THOSE EXPRESSLY SET FORTH IN ANY APPLICABLE SERVICE LEVEL AGREEMENT.

SECTION 6.  SOFTWARE TERMS
--------------------------

6.1   License.  If and to the extent that Customer  requires the use of Licensed
      --------
Software in order to use the Service supplied under any Customer Order, Customer
shall have a  nonexclusive,  nontransferable  (except  pursuant to paragraph 8.2
hereof)  license  to use such  Licensed  Software  only and solely to the extent
required to permit  delivery of the Service.  Customer may not claim title to or
any  ownership  interest  in  any  Licensed  Software  (or  any  derivations  or
improvements thereto),  and Customer shall execute any documentation  reasonably
required by Level 3 to memorialize Level 3's existing and continued ownership of
the Licensed Software.

6.2   Restrictions. Customer agrees that it shall not:
      -------------
A. copy the  Licensed  Software  except  for  emergency  backup  purposes  or as
permitted  by the  express  written  consent  of Level 3;
B. reverse engineer, decompile or disassemble the Licensed Software;
C. sell, lease, license or sublicense the Licensed Software; or
D. create,  write or  develop  any  derivative  software  or any other  software
program based on the Licensed Software.

SECTION 7.  CONFIDENTIAL INFORMATION
------------------------------------

7.1   Disclosure and Use. Any Confidential Information disclosed by either party
      -------------------
shall be kept by the receiving party in strict confidence and shall not disclose
such Confidential  Information to any third party (except as authorized by these
Terms and Conditions)  without the disclosing  party's express written  consent.
Each party agrees to treat all  Confidential  Information  of the other party in
the same  manner as it treats its own  proprietary  information,  but in no case
will the degree of care be less than reasonable care.

7.2   Restricted Use.  Each party agrees:
      ---------------
A. to use  Confidential  Information only for the purposes of performance of any
Customer  Order  or  as  otherwise   expressly  permitted  by  these  Terms  and
Conditions;
B. not to make copies of Confidential Information or any part thereof except for
purposes consistent with these Terms and Conditions; and
C. to reproduce and maintain on any copies of any Confidential  Information such
proprietary legends or notices (whether of disclosing party or a third party) as
are  contained in or on the original or as the  disclosing  party may  otherwise
reasonably request.

7.3   Exceptions.  Notwithstanding  the foregoing,  each party's confidentiality
      -----------
obligations hereunder shall not apply to information which:
A. is already known to the receiving party;
B. becomes publicly available without fault of the receiving party;
C. is  rightfully  obtained by the  receiving  party from a third party  without
restriction   as  to   disclosure,   or  is  approved  for  release  by  written
authorization  of the disclosing  party;
D. is  developed  independently  by  the  receiving  party  without  use  of the
disclosing party's Confidential Information;
E. is required to be disclosed by law.

7.4   Publicity.  This agreement  grants  no  right  to use any  party's  or its
      ----------
affiliates'  trademarks,  service marks or trade names or to otherwise  refer to
the other  party in any  marketing,  promotional  or  advertising  materials  or
activities.  Neither party shall issue any publication or press release relating
to, or otherwise  disclose the existence of, or the terms and  conditions of any
contractual relationship between Level 3 and Customer, except as may be required
by law.
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7.5   Remedies. Notwithstanding any other section of these Terms and Conditions,
      ---------
the  non-breaching  party shall be entitled to seek equitable  relief to protect
its interests, including but not limited to preliminary and permanent injunctive
relief.  Nothing  stated  herein shall be construed to limit any other  remedies
available to the parties.

7.6   Survival.  The obligations of confidentiality  and limitation of use shall
      ---------
survive the termination of any applicable Customer Order.

SECTION 8.  GENERAL TERMS
-------------------------

8.1   Force Majeure.  Neither  party  shall  be  liable,  nor  shall  any credit
      --------------
allowance  or other  remedy be  extended,  for any  failure  of  performance  or
equipment due to causes beyond such party's  reasonable  control,  including but
not limited to: acts of God, fire, flood or other catastrophes;  any law, order,
regulation,  direction, action, or request of any governmental entity or agency,
or any civil or military authority; national emergencies,  insurrections, riots,
wars; unavailability of rights-of-way or materials; or strikes,  lock-outs, work
stoppages, or other labor difficulties.  In the event any of the foregoing occur
and Level 3 is unable to deliver the Service for fourteen (14) consecutive days,
Customer  shall not be obligated to pay Level 3 for the affected  Service for so
long as Level 3 is unable to deliver them, provided,  however,  that the term of
the Customer Order  respecting  those Services shall be extended for a period of
time  equal to the period of time for which  Level 3 was  unable to provide  and
Customer was not required to pay for the affected Service.

8.2   Assignment or  Transfer.  Except  with  respect  to a  merger  or  sale of
      ------------------------
substantially all of Customer's assets,  Customer may not transfer,  sublease or
assign the use of Service  without the express prior written consent of Level 3,
and then only when such  transfer  or  assignment  can be  accomplished  without
interruption  of the use or location of Service.  Level 3 will not  unreasonably
withhold its consent.  These Terms and Conditions shall apply to any transferees
or  assignees.  Customer  shall remain liable for the payment of all charges due
under each Customer Order.

8.3   Notices.  Notices hereunder shall be deemed properly given when delivered,
      --------
if  delivered  in  person,  or  when  sent  via  facsimile,  overnight  courier,
electronic mail or when deposited with the U.S. Postal Service, (a) with respect
to Customer,  the address listed on any Customer  Order,  or (b) with respect to
Level 3, to: Contracts Management, (Customer Agreements) Level 3 Communications,
LLC, 1025 Eldorado Boulevard, Broomfield CO 80021. Customer shall notify Level 3
of any changes to its addresses listed on any Customer Order.

8.4   Indemnification  by  Level 3.  Level 3 shall  indemnify,  defend  and hold
      -----------------------------
Customer harmless from any claim, loss, damage,  expense or liability (including
attorney's fees and court costs)  (hereinafter  "Claims") made against  Customer
for property damage,  infringement of third party proprietary rights or personal
injury caused by Level 3's negligence or willful misconduct.

8.5   Indemnification by Customer.  Customer  shall  indemnify,  defend and hold
      ----------------------------
Level 3 harmless from Claims  (including  Claims for infringement of third party
proprietary  rights)  (i) made  against  Level 3 by any end user of  Customer in
connection with the delivery or consumption of Service,  (ii) made against Level
3 arising out of any commission or negligent  omission by Customer in connection
with the  Service,  or (iii)  arising  from  Customer's  negligence  or  willful
misconduct.

8.6   Application of Tariffs.  Level 3 may elect or be required to file with the
      -----------------------
appropriate  regulatory  agency  tariffs  respecting  the  delivery  of  certain
Service.  In the event that such tariffs are filed respecting Service ordered by
Customer,  then (to the extent such  provisions  are not  inconsistent  with the
terms of a Customer  Order) the terms set forth in the  applicable  tariff shall
govern  Level 3's  delivery  of,  and  Customer's  consumption  or use of,  such
Service.

8.7   Contents of  Communications  Level 3 does not  monitor  and shall  have no
      ---------------------------
liability or responsibility  for the content of any  communications  transmitted
via the  Service,  and  Customer  shall hold  Level 3 harmless  from any and all
claims  (including  claims by  governmental  entities  seeking  to impose  penal
sanctions)  related to such  content  attributable  to  Customer  or its agents,
employees or end users.

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<PAGE>

8.8   Entire Understanding  These Terms and Conditions,  including  any Customer
      --------------------
Orders executed  hereunder,  constitute the entire  understanding of the parties
related to the subject matter hereof. In the event of any conflict between these
Terms and Conditions and the terms and conditions of any Customer  Order,  these
Terms and Conditions shall control. These Terms and Conditions shall be governed
and construed in accordance with the laws of the state of Colorado.

8.9   No Waiver.   No  failure  by  either party to enforce any rights hereunder
      ----------
shall constitute a waiver of such right(s).

8.10  Acceptable  Use Policy.  Customer's use of the Services shall at all times
      -----------------------
comply with Level 3's then-current  Acceptable Use Policy and Privacy Policy, as
amended by Level 3 from time to time and which are  available  through Level 3's
web  site.  Level 3 will  notify  Customer  of  complaints  received  by Level 3
regarding each incident of alleged  violation of Level 3's Acceptable Use Policy
by Customer or third  parties  that have  gained  access to the Service  through
Customer.  Customer agrees that it will promptly investigate all such complaints
and take all  necessary  actions to remedy any  actual  violations  of Level 3's
Acceptable Use Policy. Level 3 may identify to the complainant that customer, or
a  third  party  that  gained  access  to  the  Service  through  Customer,   is
investigating  the complaint and may provide the complainant  with the necessary
information  to contact  Customer  directly to resolve the  complaint.  Customer
shall   identify  a   representative   for  the  purposes  of   receiving   such
communications.  Level 3  reserves  the  right to  install  and use,  or to have
customer install and use, any appropriate  devices to prevent  violations of its
Acceptable Use Policy,  including devices designed to filter or terminate access
to the Services provided by Level 3.

                                  Page 7 of 27
<PAGE>
                         ADDITIONAL TERMS AND CONDITIONS
                            FOR PRIVATE LINE SERVICE

The following additional terms and conditions are applicable where,  pursuant to
a Customer Order, Customer orders metropolitan (local), city to city (within the
United  States) and  international  (from the United States to another  country)
private line, non-switchable circuits (the "Private Line Services").

1. Any state or federal  tariffs  applicable  to the Private Line Services to be
delivered  under any Customer  Order are  incorporated  into the terms  thereof.
Level 3's pricing to Customer for Private  Line  Services  may, if required,  be
subject to Public Utility Commission (PUC) or other regulatory approval.

2. The  nonrecurring  charges and monthly  recurring  rates for the Private Line
Services provided by Level 3 shall be set forth in each Customer Order.

3. The rates and other charges set forth in each Customer Order are  established
in reliance on the term commitment made therein, and Customer shall pay the same
in accordance therewith.  In the event that Customer terminates Services ordered
in any  Customer  Order  which is  accepted  by Level 3 or in the event that the
delivery of Services is  terminated  due to a failure of Customer to satisfy the
requirements  set forth in these  Terms and  Conditions  prior to the end of the
agreed term,  Customer shall (unless Customer has made a Revenue Commitment) pay
a termination  charge equal to the percentage of the monthly  recurring  charges
for the terminated Private Line Services calculated as follows:

a.    100% of the monthly  recurring  charge that would have been  incurred  for
the Private Line Service for months 1-12 of the agreed term; plus

b.    75% of the monthly  recurring charge that would have been incurred for the
Private Line Service for months 13-24 of the agreed term; plus

c.    50% of the monthly recurring charge that would have been incurred  for the
Private Line Service for months 25 through the end of the agreed term.

In the event that a Revenue  Commitment  is made and is then being  satisfied by
Customer,  Customer may  terminate,  rearrange or  reconfigure  the Private Line
Services  ordered  under a Customer  Order  without  payment of the  termination
charge specified above;  PROVIDED,  HOWEVER,  that Customer shall be responsible
for payment of Level 3's then-current  standard  nonrecurring charges applicable
to such termination, rearrangement or reconfiguration.

4. Level 3 makes the Service  Level  Agreements as attached  respecting  Private
Line Service.

                                  Page 8 of 27
<PAGE>
--------------------------------------------------------------------------------
                          Private Line SLA Page 1 of 3
--------------------------------------------------------------------------------

Level 3 Private Line Services  (PLS) are backed by the  following  Service Level
Agreement  (SLA).  If the Level(3)  obligation  is missed,  the credit set forth
below will be issued to the Customer if requested, once verified by Level 3. The
total  number of credits  per month is limited to the Monthly  Recurring  Charge
(MRC) for the affected Service.  To receive credit if these obligations have not
been met, the Customer  must contact  Level 3 Customer  Service  within five (5)
days of the end of the month for which credit is requested.

Level 3 provides a toll-free number  connecting the Customer to Level 3 Customer
Service for all issues -including  technical,  billing,  and product  inquiries:
1-877-4LEVEL3 (1-877-453-8353).

Order Acceptance Definition
An order is accepted by Level 3 (for the purposes of this Installation Guarantee
only) as soon as the Order  Entry  Specialist  receives  the  order in  Customer
Implementation Management (CIM).

Individual Case Basis (ICB) Definition
Individual  Case Basis  (ICB) is defined as a Service  where a standard  service
interval is not defined.  For ICB categories,  Level 3 will provide a Firm Order
Commitment  Date  (FOC)  for  Services  as soon  as  possible.  The FOC  date is
determined by a combination  of Level 3 internal  processes as well as the dates
supplied to Level 3 by Level 3 vendors (where applicable). These vendor-supplied
FOC dates vary by vendor, region, and city.

Changes to Existing Orders in Progress
The SLA implementation  dates apply to intervals between original order date and
original due date. If the Customer requests a change to an order date during the
implementation of a service, the following effects will occur:

                          Changes to Orders in Progress
<TABLE>
<CAPTION>

        Change Order Placed             Charge                                Effect on Delivery
     <S>                            <C>              <C>
     1st week of Order Process           $250        SLA implementation clock will begin again once change is accepted
     2nd Week of Order Process           $250        SLA implementation clock will begin again once change is accepted
     3rd Week of Order Process           $250        SLA implementation clock will begin again once change is accepted
     4th Week of Order Process           $500        SLA implementation clock will begin again once change is accepted
                                    25% of MRC for
       3 Days Before Delivery        each week of    SLA implementation clock will begin again once change is accepted
                                   requested delay
</TABLE>

Level 3 will accept one  requested  change of delivery  date per circuit  order.
Level 3 will  begin  billing  the  Service  on the day that the  Service is made
available to the Customer.

                                  Page 9 of 27
<PAGE>
--------------------------------------------------------------------------------
                          Private Line SLA Page 2 of 3
--------------------------------------------------------------------------------

Installation Obligations
Level 3 guarantees  installation  of its PLS within the  following  time periods
beginning with Level 3's acceptance of a Customer Order (see definition of order
acceptance on page 1) following Level 3's approval of Customer's credit profile:

              National and International PLS (Gateway Cities Only)

<TABLE>
<CAPTION>
                                          LEVEL 3 OBLIGATION                                               CREDIT
                     Service                       Standard Service Delivery Intervals By Product
                                                                 (Business Days)*
                                                    DS-1, E-1 +          DS-3       STM-1/OC-3/ OC-12
                                                 NPLS1     IPL2    NPLS1    IPL2    NPLS1     IPL2

        <S>                                       <C>     <C>     <C>      <C>      <C>      <C>      <C>

          On-Net Gateway-to-Gateway,
              100% Level 3 Fiber                  20       20      20       20       20       20      One (1) day for
                                                                                                      each day missed
            Non-Level 3 Fiber Between                                                                  (up to 4 days
        Gateways or Off-Net Within SSA            40       40      60       60      ICB      ICB        total credit)
                 (Either End)
             Outside SSA (50 miles)               40      ICB     ICB      ICB      ICB      ICB
                 (Either End)
</TABLE>

         1 National Private Line Service

         2 International Private Line Service

                              U.S. Metropolitan PLS
<TABLE>
<CAPTION>
                                           LEVEL 3 OBLIGATION

   Speed of Service     On-Net Building Service Interval*        Off-Net Building Service Interval*        CREDIT

        <S>          <C>                                      <C>                                     <C>
         E-1+        20 business days                         N/A
         DS-1        20 business days                         40 business days
         DS-3        20 business days                         60 business days                        One (1) day for
        STM-1        20 business days                         Individual case basis                   each day missed
         OC-3        20 business days                         Individual case basis                    (up to 4 days
        OC-12        20 business days                         Individual case basis                     total credit)
        OC-48        Individual case basis                    Individual case basis
        OC-192       Individual case basis                    Individual case basis

</TABLE>

     *Service interval dates exclude any additional riser infrastructure  within
      a  building   required  to  reach   the   Customer   suite    (where  this
      infrastructure is not already in place).
     +E-1 Off-Net Metro Private Line is not a stand-alone service in the U.S. In
      the U.S., this Service is sold only in conjunction with  an  International
      Private Line.

                                  Page 10 of 27
<PAGE>
--------------------------------------------------------------------------------
                          Private Line SLA Page 3 of 3
--------------------------------------------------------------------------------

Availability Obligations
Level 3 makes the following additional guarantees respecting PLS:

                       Private Line Services Availability
<TABLE>
<CAPTION>
                                       LEVEL 3 OBLIGATION                                             CREDIT +
 <S>                                                                                             <C>

 99.99% Service Availability Guarantee*
 Service Unavailability refers to a period during which there is a break in transmission,  reported to and confirmed
 by Level 3 Customer  Service.  The start of the break is signaled by the first of ten  consecutive  severely  erred
 seconds ("SESs"),  as defined below, and the end is signaled by the first of ten consecutive  non-SESs. An SES is a
 second with a bit error ratio of greater than or equal to 1 in 1000. Service  Unavailability  does not include SESs
 associated with maintenance events,  Customer-caused  SESs or SESs caused by companies other than Level 3. Customer
 will  receive  credits,  calculated  monthly  as an  aggregate  of all  Service
 Unavailability events, in accordance with the chart below:

 Service unavailable 15 minutes                                                                  no credit
 Service unavailable 15 minutes-8 hours                                                          3 hours credit+
 Service unavailable 8-12 hours                                                                  12 hours credit+
 Service unavailable 12-16 hours                                                                 18 hours credit+
 Service unavailable 16-24 hours                                                                 24 hours credit+

 +The total  number of credits  per month is  limited to the  Monthly  Recurring
  Charge (MRC) for the affected service.

 Service  Availability  is calculated from the ingress of the Level 3 Network to
 the egress of the Level 3 network.  Where a Customer is served  directly by the
 Level 3 Metro networks (lit by Level 3 fiber) this parameter is extended to the
 Customer   building.   Where  we  are   dependant   upon  a  third   party  for
 localonnectivity to the backbone, the availability of 99.99% is applicable from
 Level 3 Gateway to Level 3 Gateway.  For circuits  terminating in Germany,  the
 local  loop will  hold,  and the  availability  target of 97.5% is  applicable.
 Please see note on Germany  below.  Local Loop shall mean the  facilities  from
 Customer's Premises to the Level 3 Gateway.

 *NOTE:  If the  Customer has signed a contract  governed by German law,  and/or
 Private Line service is  provisioned  in Germany,  the  following  Availability
 Guarantee shall instead apply:

 Local Loop Guarantee: 97.5% Annual Availability
 Service  Unavailability is calculated as the total number of outages a Customer
 experiences  during a calendar month. The maximum Service  Unavailability  time
 may vary  depending  on the total  number of days in the month.  Example:  in a
 365-day year, the Service Unavailability maximum would be 219 hours. If Level 3
 exceeds the maximum Service  Unavailability time of 219 hours over the first 12
 months  of the  Customer's  contract,  then  Level 3 would be liable to pay the
 Customer  service  credits for the Service  Unavailability  time  exceeding 219
 hours.

</TABLE>
                                 Page 11 of 27
<PAGE>
                         ADDITIONAL TERMS AND CONDITIONS
                                 FOR COLOCATION

The following additional terms and conditions are applicable where,  pursuant to
a Customer Order, Customer orders the use of space within Level 3 Gateways to be
used for the purpose of  colocating  telecommunications  equipment  or equipment
used for connection to the internet (the "Space").

1.  Customer is granted the right to occupy the Space  identified  in a Customer
Order. Customer shall be permitted reasonable access to the Space subject to any
and all rules,  regulations and access requirements imposed by Level 3 governing
such access.  Customer may submit  multiple  Customer  Orders  requesting use of
different Space, each of which shall be governed by the terms hereof.

2.  Customer  shall  be  permitted  to use the  Space  only  for  placement  and
maintenance of communications  equipment. The nonrecurring and monthly recurring
charges for the Space and any Services ordered by Customer shall be set forth in
each Customer Order.  Customer hereby agrees,  within six (6) months of ordering
such Space, to use the Space for placement and maintenance of telecommunications
or internet access equipment.  In the event Customer fails to fill said Space as
set forth herein,  Level 3 has the right to reclaim the  proportion of Space not
being used  exclusively  as  indicated  above,  if the same is not cured  within
forty-five  (45) days' prior  notice  thereof to  Customer.  Customer  agrees to
immediately vacate such recaptured Space and Level 3 shall reduce the Colocation
fees allocated to such recaptured Space. Customer further agrees that no refunds
shall be made to Customer regarding such recaptured Space.

3.  Level  3 shall  perform  such  janitorial  services,  environmental  systems
maintenance,  power  plant  maintenance  and  other  actions  as are  reasonably
required  to  maintain  the gateway in which the Space is located in a condition
which is suitable for the placement of  telecommunications  and internet  access
equipment.  Customer shall maintain the Space in an orderly and safe  condition,
and shall return the Space to Level 3 at the conclusion of the term set forth in
the Customer Order in the same condition  (reasonable wear and tear excepted) as
when such Space was delivered to Customer.  EXCEPT AS EXPRESSLY STATED HEREIN OR
IN ANY  CUSTOMER  ORDER,  THE SPACE SHALL BE  DELIVERED  AND ACCEPTED "AS IS" BY
CUSTOMER,  AND NO  REPRESENTATION  HAS BEEN MADE BY LEVEL 3 AS TO THE FITNESS OF
THE SPACE FOR CUSTOMER'S INTENDED PURPOSE.

4.  The term of use of the Space  shall  begin on the later to occur of the date
requested  by Customer or the date that Level 3 completes  the  build-out of the
Space. Build out shall mean Level 3's construction and installation of the Space
for use by Customer.  Customer's  use of the Space beyond the initial term shall
be on a month-to-month basis, unless Customer and Level 3 have agreed in writing
to a renewal of the right to use such Space.  Customer  hereby agrees to pay for
the Space and any related Services for the term of this Agreement. The rates and
other charges set forth in each Customer  Order are  established  in reliance on
the term  commitment  made  therein.  In the event that  Customer  terminates  a
Customer  Order for Space  which is accepted by Level 3 or in the event that the
Customer  Order is  terminated  due to a failure  of  Customer  to  satisfy  the
requirements  set forth herein or in the Customer  Order prior to the end of the
agreed term, Customer shall pay a termination charge equal to the costs incurred
by Level 3 in  returning  the  Space to a  condition  suitable  for use by other
parties,  plus the  percentage of the monthly  recurring fees for the terminated
Space calculated as follows:

a.       100% of the  monthly  recurring  fees that would have been  charged for
the Space for months 1-12 of the agreed term; plus

b.       75% of the monthly  recurring fees that would have been charged for the
Space for months 13-24 of the agreed term; plus

c.       50% of the  monthly  recurring  fees that would have been  charged  for
the Space for months 25 through the end of the agreed term.

In the event that a Revenue  Commitment  is made and is then being  satisfied by
Customer,  Customer may terminate the Space ordered pursuant to a Customer Order
without payment of the termination  charge specified above;  PROVIDED,  HOWEVER,
that  Customer  shall be  responsible  for  payment  of Level  3's  then-current
standard nonrecurring charges applicable to such termination.

5.  Level 3 shall use reasonable  efforts to complete the build-out and make the
Space available to Customer on or before the date requested by Customer.  In the
event that Level 3 fails to complete the build-out within sixty (60) days of the
date  requested by Customer,  then Customer may terminate its rights to use such
Space and  receive a refund  of any fees paid for the use or  build-out  of such
Space.

6.  Customer shall abide by any posted or otherwise communicated  rules relating
to use of, access to, or security measures respecting the Space.  Customer's use

                                 Page 12 of 27
<PAGE>

of the Space will be immediately  terminated in the event Customer or any of its
agents or  employees  is found in Level 3's Gateway  with any  firearms,  drugs,
alcohol or is found engaging in any criminal  activity,  eavesdropping,  foreign
intelligence,  card  selling or  slamming.  Persons  found  engaging in any such
activity  or in  possession  of the  aforementioned  prohibited  items  will  be
immediately  escorted from the Gateway.  In the event that unauthorized  parties
gain access to the Space  through  access  cards,  keys or other access  devices
provided to Customer,  Customer shall be responsible for any damages incurred as
a result  thereof.  Customer shall be responsible  for the cost of replacing any
security devices lost or stolen after delivery thereof to Customer. In addition,
Level 3 shall  have the right to  terminate  Customer's  use of the Space or the
Services  in the event  that:  (a) Level 3's rights to use the  facility  within
which the Space is located  terminates  or expires for any reason;  (b) Customer
has violated the terms hereof or of any Customer Order submitted hereunder;  (c)
Customer makes any material alterations to the Space without first obtaining the
written  consent of Level 3; (d) Customer  allows  personnel or  contractors  to
enter  the  Space  who have  not been  approved  by Level 3 in  advance;  or (e)
Customer violates any posted or otherwise  communicated rules relating to use of
or access to the Space.  With respect to items (b), (c), (d) and (e) immediately
above,  unless the same  interferes or has the potential to interfere with other
Level 3 Colocation customers, Level 3 shall provide Customer a written notice of
the  foregoing  and a 10-day  opportunity  to cure the same  before  terminating
Customer's rights to the Space.

7.  Customer  may  sublease  the Space under the  following  conditions:  i) all
proposed  sublessees must be approved,  in writing, by Level 3 in Level 3's sole
discretion;  ii) Customer hereby  guarantees that all Sublessees  shall abide by
all terms and conditions  set forth between  Customer and Level 3; iii) Customer
shall  indemnify,  defend  and hold Level 3  harmless  from all  claims  brought
against  Level 3 arising from any act or omission of any  subcontractor  and iv)
any sublessee shall be considered  Customer's  agent and all of sublessees' acts
and omissions and usage of the Space or Services hereunder shall be attributable
to Customer for the purposes of these Terms and Conditions.

8.  Level 3 reserves the right to change the  location or  configuration  of the
Space, provided, however, that Level 3 shall not arbitrarily or discriminatorily
require such changes.  Level 3 and Customer shall work in good faith to minimize
any  disruption  in  Customer's  services  that may be caused by such changes in
location or configuration of the Space.

9.  Prior to occupancy and during the term of use of any Space,  Customer  shall
procure and maintain the  following  minimum  insurance  coverage:  (a) Workers'
Compensation  in  compliance   with  all  applicable   statutes  of  appropriate
jurisdiction.  Employer's  Liability with limits of $500,000 each accident;  (b)
Commercial  General  Liability  with combined  single limits of $1,000,000  each
occurrence;  and (c) "All Risk"  Property  insurance  covering  all of Customers
personal property located in the Space.  Customer's Commercial General Liability
policy shall be endorsed to show Level 3 (and any underlying  property owner, as
requested by Level 3) as an additional insured.  All policies shall provide that
Customer's  insurers waive all rights of  subrogation  against Level 3. Customer
shall furnish Level 3 with certificates of insurance demonstrating that Customer
has obtained the required  insurance  coverages prior to occupancy of the Space.
Such  certificates  shall contain a statement that the insurance  coverage shall
not be materially  changed or cancelled  without at least thirty (30) days prior
written notice to Level 3. Customer  shall require any  contractor  entering the
Space on its behalf to procure and maintain the same types, amounts and coverage
extensions as required of Customer above.

10. Customer may order and pay for Level 3 to perform  certain limited  ("Remote
Hands")  maintenance  services on Customer's  equipment within the Space,  which
shall be performed in accordance  with  Customer's  directions.  "Remote  Hands"
maintenance services includes power cycling equipment. Level 3 shall in no event
be  responsible  for the repair,  configuration  or tuning of equipment,  or for
installation of Customer's  equipment  (although Level 3 will provide reasonable
assistance to Customer in such installation).

11. Level 3 makes the Service Level Agreement as attached respecting  Colocation
Services.

                                 Page 13 of 27
<PAGE>
--------------------------------------------------------------------------------
                           Colocation SLA page 1 of 3
--------------------------------------------------------------------------------

Level 3 Colocation  Services are backed by the following Service Level Agreement
(SLA).  If the Level 3 obligation is missed,  the credit set forth below will be
issued to the Customer if requested,  once verified by Level 3. The total number
of credits per month is limited to the Monthly  Recurring  Charge  (MRC) for the
affected service.  To receive credit if these obligations have not been met, the
Customer must contact Level 3 Customer  Service  within fifteen (15) days of the
end of the month for which credit is requested.

Level 3 provides a toll-free number  connecting the Customer to Level 3 Customer
Service for all issues -including  technical,  billing,  and product  inquiries:
1-877-4LEVEL3 (1-877-453-8353).

Order Acceptance Definition
An order is accepted by Level 3 (for the purposes of this Installation Guarantee
only) as soon as the Order  Entry  Specialist  receives  the  order in  Customer
Implementation Management (CIM).

                             Obligations and Credits
<TABLE>
<CAPTION>
                                       Level 3 Obligation                                                Credit

<S>                                                                                               <C>
Power Guarantee
Level 3 guarantees that AC and/or DC power will be available to  the  Customer's                  One (1) day for each
Colocation Space 100% of the time.                                                                       instance

Should Level 3 fail to meet the Power  Guarantee,  Level 3, upon the  Customer's
request,  will  credit  the  Customer's  monthly  invoice  one (1) day for  each
instance that power is not available to the Customer's Space, up to a maximum of
(1) instance per day.

-----------------------------------------------------------------------------------------------------------------------

Hours of Operation  Guarantee
Level 3 will  guarantee  that  the  Gateway  will be open and  available  to the                  One (1) day for each
Customer  twenty-four hours a day and seven days a week for unescorted access to                         instance
the Space and Customer work areas.

Should  Level  3 fail to meet  the  Hours  of  Operation  Guarantee  for any one
instance,  Level 3, upon the  Customer's  request,  will  credit the  Customer's
monthly invoice one (1) day for each instance  within a 24-hour period,  up to a
maximum of seven (7) days per month.

</TABLE>
                                 Page 14 of 27
<PAGE>
--------------------------------------------------------------------------------
                           Colocation SLA page 2 of 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       Level 3 Obligation                                                Credit

<S>                                                                                               <C>
Remote Hands Response Time Guarantee*                                                             One (1) day for each
Level 3 will guarantee to respond to Remote Hands requests within these parameters:                     instance

o    At the following Gateways,  Level 3  will  guarantee  to have  a technician
     available within 15 minutes,  on a 24 x 7  basis: Sunnyvale, San Francisco,
     Los Angeles, Denver, Chicago, Dallas, New York City, and Washington D.C.
o    At  all  other  Gateways,  Level  3 will  guarantee  to  have a  technician
     available  within 15 minutes  during  normal  business  hours (7 a.m.  to 7
     p.m.),  Monday through Friday.  Level 3 will guarantee to have a technician
     available  within 2 hours on weekends and holidays or after normal business
     hours in these Gateways.

*NOTE:  Basic Remote Hands service is offered on a 24 x 7 basis and is available
to provide support for supervised first-line maintenance situations.  Supervised
first-line  maintenance  situations  include fixes such as restarts,  card swaps
(where cards are visible and  accessible -- Level 3 will not open the outer case
of the  equipment),  re-boots of software (no reloads of hardware or  software),
and simple testing.

Should Level 3 fail to meet the Remote Hands Response Time Guarantee for any one
instance,  Level 3, upon the  Customer's  request,  will  credit the  Customer's
monthly invoice one (1) day for each instance, up to a maximum of seven (7) days
per month.

-----------------------------------------------------------------------------------------------------------------------

HVAC Guarantee                                                                                    One (1) day for each
Level 3 will  guarantee to maintain -- over a 24-hour  period at 100% load -- an                        instance
average  temperature  of  72  degrees  Fahrenheit  within  the  Space.  However,
temperatures may temporarily fluctuate in the range of 68-78 degrees Fahrenheit,
and Level 3 does not guarantee  temperatures  inside  cabinets or within private
suites.

Should  Level 3 fail to meet the HVAC  guarantee,  Level 3, upon the  Customer's
request,  will  credit  the  Customer's  monthly  invoice  one (1) day for  each
instance  that the  colocation  temperature  is outside  the  temperature  range
outlined above, up to a maximum of (1) instance per day.

</TABLE>
                                 Page 15 of 27
<PAGE>
--------------------------------------------------------------------------------
                           Colocation SLA page 3 of 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       Level(3) Obligation                                               Credit

<S>                                                                                               <C>
Relative  Humidity  Guarantee                                                                     One (1) day for each
Level 3 will  guarantee to maintain -- over a 24-hour  period at 100% load -- an                         instance
average relative humidity of 50% within theSpace. However, operating percentages
may temporarily  fluctuate in the range of 47.5-52.5  percent,  and Level 3 does
not guarantee humidity percentages within specific cabinets or private suites.

Should Level 3 fail to meet the Relative Humidity  Guarantee,  Level 3, upon the
Customer's  request,  will credit the Customer's monthly invoice one (1) day for
each instance that the colocation  temperature is outside the temperature  range
outlined above, up to a maximum of (1) instance per day.

-----------------------------------------------------------------------------------------------------------------------

Security Guarantee                                                                                One (1) day for each
Level 3 will  guarantee  that all card  readers  and  palm  scanners  will be in                         instance
operation  100% of the time.  Level 3 also  guarantees  that  doors  will not be
propped open without a Level 3 employee monitoring the door. In addition,  Level
3  guarantees  that  in the  event  of a  security  breach,  Level  3 will  make
available,  at the Customer's  request,  video surveillance tapes to be reviewed
with the  supervision  of a Level 3 employee.  Level 3 will also  guarantee that
access logs will be provided within 30 minutes of the Customer's request. Access
logs will either be e-mailed within 30 minutes or made available by hard copy at
the Level 3 Gateway within 30 minutes.

Should Level 3 fail to meet the Security Guarantee, Level 3, upon the Customer's
request,  will  credit  the  Customer's  monthly  invoice  one (1) day for  each
instance  that the  Security  Guarantee  is not met,  up to a maximum of one (1)
instance per day.

-----------------------------------------------------------------------------------------------------------------------

Cabinet  Install  Guarantee                                                                       One (1) day for each
Level 3 guarantees  that up to 15  cabinets,  in an individual Level 3  Gateway,                   day an order is not
will be delivered within 20 business days beginning with Level 3's acceptance of                  completed  beyond the
a Customer Order.  16-50 cabinet orders,  within an individual  Level 3 Gateway,                      installation
will  be  delivered  within   40   business   days  beginning   with  Level  3's                        guarantee
acceptance of a Customer  Order.  Delivery  times on 51 cabinets or more will be
determined on an individual case basis.

Private Suite Install Guarantee
Level  3  guarantees  that  up to a  5,000-square-foot  private  suite  will  be
delivered within 40 business days beginning with the Customer's  signed approval
of the private suite drawings.

Should Level 3 fail to meet the Cabinet or Private Suite Installation Guarantee,
Level 3, upon the Customer's request, will credit the Customer's monthly invoice
one (1) day for each day beyond the  installation  guarantee.  The  Customer  is
entitled  to a one (1) day  prorated  credit  for each day  beyond  the  service
commitment.

</TABLE>
                                 Page 16 of 27
<PAGE>
                       ADDITIONAL TERMS AND CONDITIONS FOR
                   DEDICATED INTERNET ACCESS AND RAPID ACCESS

The following additional terms and conditions are applicable where,  pursuant to
a Customer  Order,  Customer orders  Dedicated  Internet Access and Rapid Access
(the "Internet Access Services").

1.  Any state or federal tariffs applicable to the Internet Access  Services  to
be delivered under any Customer Order are incorporated into the terms thereof.

2.  The nonrecurring charges and monthly recurring rates for the Internet Access
Services provided by Level 3 to Customer are set forth in each Customer Order.

3.  The rates and other charges set forth in each Customer Order are established
in reliance on the term and/or  volume  commitment  made  therein,  and Customer
agrees to pay the same. In the event that Customer  terminates  Internet  Access
Services  ordered in any  Customer  Order which is accepted by Level 3 or in the
event that the  delivery of Internet  Access  Services  is  terminated  due to a
failure of  Customer  to satisfy  the  requirements  set forth  herein or in the
Customer  Order  prior to the end of the agreed  term,  Customer  shall  (unless
Customer has made a Revenue  Commitment)  pay a termination  charge equal to the
percentage of the monthly recurring  charges for the terminated  Internet Access
Services calculated as follows:

a.       100% of the monthly  recurring  harge that would have been incurred for
the Internet Access Service for months 1-12 of the agreed term; plus

b.       75% of the monthly recurring charge that would have been  incurred  for
the Internet Access Service for months 13-24 of the agreed term; plus

c.       50% of the monthly recurring charge that would have been  incurred  for
the Internet Access Service for months 25 through the end of the agreed term.

Customer  may, in the event that a Revenue  Commitment is made and is then being
satisfied by Customer,  terminate,  rearrange or reconfigure the Internet Access
Services  ordered  under a Customer  Order  without  payment of the  termination
charge specified above;  PROVIDED,  HOWEVER,  that Customer shall be responsible
for payment of Level 3's then-current  standard  nonrecurring charges applicable
to such termination, rearrangement or reconfiguration.

4.  Level 3 provides only  access to the  Internet;  Level 3 does not operate or
control the  information,  services,  opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever  against Level 3 relating
to the content of the Internet or respecting any information,  product,  service
or software ordered through or provided by virtue of the Internet.

5.  If Customer  orders Burstable Dedicated Internet Access Services pursuant to
a Customer Order, the Customer shall be permitted to make two (2) changes to its
Committed Data Rate each contract year, provided that such change be to a higher
Committed Data Rate.

6.  Level 3 makes the following Service Level Agreements as attached  respecting
Dedicated Internet Access and Rapid Access Service.

                                 Page 17 of 27
<PAGE>
--------------------------------------------------------------------------------
                       DIA & Rapid Access SLA page 1 of 3
--------------------------------------------------------------------------------

Level 3 Dedicated  Internet Access (DIA) and Rapid Access Services are backed by
the  following  Service  Level  Agreement  (SLA).  If the Level 3 obligation  is
missed,  the credit set forth below will be issued to the Customer if requested,
once  verified  by Level 3. The total  number of credits per month is limited to
the Monthly Recurring Charge (MRC) for the affected  service.  To receive credit
if these  obligations  have not been met,  the  Customer  must  contact  Level 3
Customer  Service  within five (5) days of the end of the month for which credit
is requested.

Level 3 provides a toll-free number  connecting the Customer to Level 3 Customer
Service for all issues -including  technical,  billing,  and product  inquiries:
1-877-4LEVEL3 (1-877-453-8353).

Order Acceptance Definition
An order is accepted by Level 3 (for the purposes of this Installation Guarantee
only) as soon as the Order  Entry  Specialist  receives  the  order in  Customer
Implementation Management (CIM).

                             Obligations and Credits
<TABLE>
<CAPTION>
                                     Level 3 Obligation                                                       Credit

<S>                                                                                               <C>
Installation  Guarantee                                                                           One (1) day  for  each  day
Level 3 guarantees the following  installation time frames in Level 3's standard                      missed (up to 4 days
service areas,  beginning with Level 3's  acceptance of a Customer  Order.  This                          total credit)
guarantee does not cover  incorrect data on the Customer  Order, a change in the
Customer  Order,  or a  non-standard  implementation.  The maximum  installation
credit is four (4) days.

 o    Ethernet port speeds of 10Mbps or 100Mbps terminating in Level 3 Colocation
      Space: 10 business days or less for North America and Europe
 o    64-1.920Kbps (DS-1/E-1) port speeds: 45 business days or less for North America
      and Europe
 o    3-45Mbps (DS-3/E-3) port speeds: 60 business days or less for North
      America and Europe
 o    155Mbps (OC-3), 622Mbps (OC-12), and 1000Mbps (GigE): Individual Case Basis (ICB)
 o    Customer Provided Access (CPA): 20 business days or less for North America for
      circuits less than or equal to DS-3, after the CPA is delivered

</TABLE>
                                 Page 18 of 27
<PAGE>
--------------------------------------------------------------------------------
                       DIA & Rapid Access SLA page 2 of 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Level 3 Obligation                                              Credit

<S>                                                                                               <C>
100% Service Availability Guarantee*                                                              One (1) day
Service  Unavailability  refers to any outage reported by the Customer within 48
hours  of the  outage  and  confirmed  by  Level  3  Customer  Service.  Service
Unavailability  covers any outage  associated with the Customer's access port to
the Level 3 Internet network, extending across the Level 3 Internet network, and
across the local  access  circuit  if  provisioned  on the Level 3  metropolitan
network.  Service  Unavailability  does  not  include  outages  associated  with
scheduled  maintenance  events,  Customer-caused  outages  or  disruptions,  the
performance  of Internet  networks  controlled  by other  companies,  or traffic
exchange points which are controlled by other companies.

We guarantee that for any outage lasting  between 15 minutes and 24 hours within
the same 24-hour period, Customers will receive a 1-day credit.

*NOTE: If the Customer has signed a contract  governed by German law, and/or DIA
service is provisioned in Germany, the following  Availability  Guarantees shall
instead apply:

Local Loop Guarantee: 97.5% Annual Availability
Service  Unavailability  is calculated  as the total number of outages  Customer
experiences during a calendar month. The maximum Service Unavailability time may
vary depending on the total number of days in the month.  Example:  in a 365-day
year, the Service  Unavailability maximum would be 219 hours. If Level 3 exceeds
the maximum Service Unavailability time of 219 hours over the first 12 months of
the  Customer's  contract,  then  Level 3 would be  liable  to pay the  Customer
service credits for the Service Unavailability time exceeding 219 hours.

Internet Network Guarantee: 99.9% Monthly Availability
Service  Unavailability  is calculated as the total number of outages a Customer
experiences during a calendar month. The maximum Service Unavailability may vary
depending on the total number of days in the month. Example: in a typical 30-day
month,  the  Service  Unavailability  maximum  would be 44  minutes.  If Level 3
exceeds  the maximum  Service  Unavailability  time of 44 minutes,  then Level 3
would be liable to pay the  Customer  a  service  credit  equal to time of total
Service Unavailability exceeding 44 minutes.

</TABLE>
                                 Page 19 of 27
<PAGE>
--------------------------------------------------------------------------------
                       DIA & Rapid Access SLA page 3 of 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Level 3 Obligation                                              Credit

<S>                                                                                               <C>
Delay Guarantee                                                                                   One (1) day
Delay refers to the one-way  average delay,  over a calendar  month,  of traffic
between  all major Level 3 Gateways on the Level 3 U.S.  and  European  Internet
network. Delay does not apply to the Customer's local access circuit, transit or
peering  connections,  circuits  to the  traffic  exchange  points,  maintenance
events, or to Customer-caused outages or disruptions. Customers may obtain delay
measurements directly from the Level 3 Web site at www.Level3.com.

o        North American Network Delay Guarantee: 40 ms average one-way
o        European Network Delay Guarantee: 30 ms average one-way
o        London to New York Guarantee: 40 ms average one-way

</TABLE>
                                 Page 20 of 27
<PAGE>
                       ADDITIONAL TERMS AND CONDITIONS FOR
           MANAGED MODEM -- DEDICATED, QUICKSTART AND TRANSIT SERVICES

The following additional terms and conditions are applicable where,  pursuant to
a Customer Order Customer orders services required to allow access to "Dedicated
Services," "Dedicated Service with QuickStart" and "Transit Services" as offered
by Level 3 (the "Managed Modem Services") ordered by Customer under any Customer
Order.

1.  Any state or federal tariffs  applicable to the Managed Modem Services to be
delivered under any Customer Order are incorporated into the terms thereof.

2.  In the event Customer orders  "Dedicated  Service," end user traffic will be
routed  through and  aggregated  in Level 3's facility,  sent to the  Customer's
Premises via a dedicated  circuit,  and then routed to its final  destination by
Customer. In the event that Customer orders "Transit Services," End User traffic
will be routed to Level 3's facility and then routed to its final destination by
Level 3 via the Internet.  Dedicated Service with "QuickStart" will initially be
provisioned to the Customer in the same fashion as Transit Services,  until such
time as Level 3 has provisioned  the dedicated  circuit to send end user traffic
from Level 3's  facility to the  Customer's  Premises.  QuickStart  will then be
migrated to standard  Dedicated  Service.  Customers ordering Dedicated Services
will be required to make a portion of the Premises  available to Level 3 for the
placement  of  equipment  necessary  to provide  such  Dedicated  Services.  For
Dedicated Service,  all Customer Provided Equipment (CPE) as well as the private
line necessary to support this service will be ordered, installed and managed by
Level 3.  Level 3 cannot and does not  guarantee  the  availability  of any port
ordered for  installation  greater than 90 days from the date of the order.  Any
telephone numbers used in providing the Managed Modem Services shall be released
to  Customer  upon  expiration  or  termination  hereof to the extent that it is
technically  feasible for Level 3 to port packet switched  telephone numbers and
then only if Customer is in compliance  with all of the terms  contained  herein
and in the General Terms and Conditions.

3.  Section  1.1 of the General  Terms and  Conditions  for  Delivery of Service
notwithstanding, a Customer Order for Managed Modem Service shall be accepted by
Level 3 once Level 3 has provisioned and tested such ports.  Customer's  billing
respecting  said ports shall  commence  once tested and found to be  functioning
properly by Level 3 notwithstanding  Customer's:  i) refusal to accept the ports
or ii) Customer's  refusal to acknowledge  communications by Level 3 to Customer
respecting the ports. In the event Customer moves an installation  date provided
by Level 3 more  than ten (10)  business  days out from the  original  requested
date,  Level 3 will begin billing for Managed Modem Service eleven (11) business
days after the initial requested installation date whether or not the Service is
installed.

4.  The nonrecurring  charges and monthly  recurring rates for the Managed Modem
Services  provided  by Level 3 to Customer  shall be set forth in each  Customer
Order.  Level 3 will  dedicate  the  specified  number of ports to  Customer  as
identified in each Customer Order.

Customer  shall have the option to purchase  twenty  percent  (20%) port overage
from  Level 3 as  described  below.  If  ordered,  Level 3  shall  provision  an
additional  twenty  percent  (20%) of ports  over the  number of ports  actually
ordered by Customer to accept Customer traffic in the event  Customer's  traffic
bursts and its usage exceeds the capacity of the ports actually ordered.  In the
event  Customer  chooses not to purchase  twenty percent (20%) port overage from
Level 3, if the Customer's traffic bursts as set forth above,  Customer will get
a busy signal in the event its ordered  capacity is exceeded.  In the event that
Customer purchases 20% port overage, Customer will be responsible for additional
monthly  charges to the extent it utilizes any additional  capacity  provided by
Level 3.

5.  Customer must utilize all Managed  Modem ports  provisioned  hereunder at no
less than fifty percent (50%) of the capacity of such port.  Customer  agrees to
allow Level 3 to monitor Customer's utilization of the ports provisioned herein.
In the event Customer is Under-Utilizing  (as defined below) such ports, Level 3
retains  the right to reclaim  such ports  after  which  Customer  shall have no
further right to use the ports Under-Utilized. Termination liability shall apply
to any ports reclaimed pursuant to this paragraph.

For the purpose of this Section,  "Under-Utilization" shall mean the use of less
than fifty  percent  (50%) of the  capacity of any given port for any sixty (60)
day period as determined by Level 3.  Under-Utilization  shall not be applicable
to the first sixty (60) day period immediately following the provisioning of any
Managed Modem port.

6.  The rates and other charges set forth in each Customer Order are established
in reliance on the term commitment made therein,  and Customer agrees to pay the
same. In the event that Customer  terminates  Managed Modem Services  ordered in
any  Customer  Order  which  is  accepted  by Level 3 or in the  event  that the
delivery of Managed Modem Services is terminated due to a failure of Customer to

                                 Page 21 of 27
<PAGE>
satisfy the  requirements set forth herein or in the Customer Order prior to the
end of the agreed  term,  Customer  shall  (unless  Customer  has made a Revenue
Commitment)  pay a  termination  charge equal to the  percentage  of the monthly
recurring  charges for the  terminated  Managed  Modem  Services  calculated  as
follows:

a.       100% of the monthly  recurring charge that would have been incurred for
the Managed Modem Service for months 1-12 of the agreed term; plus

b.       75% of the monthly  recurring  charge that would have been incurred for
the Managed Modem Service for months 13-24 of the agreed term; plus

c.       50% of the monthly  recurring  charge that would have been incurred for
the Managed  Modem  Service  for months 25 through  the end of the agreed  term.
Customer  may, in the event that a Revenue  Commitment is made and is then being
satisfied by Customer,  terminate,  rearrange or  reconfigure  the Managed Modem
Services  ordered  under a Customer  Order  without  payment of the  termination
charge specified above;  PROVIDED,  HOWEVER,  that Customer shall be responsible
for payment of Level 3's  then-current  standard  nonrecurring  charges for such
termination, rearrangement or reconfiguration.

7.  Level 3 provides only  access to the  Internet;  Level 3 does not operate or
control the  information,  services,  opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever  against Level 3 relating
to the content of the Internet or respecting any information,  product,  service
or software ordered through or provided by virtue of the Internet.

8.  Level 3 makes the Service  Level  Agreement  as attached  respecting Managed
Modem Services.

                                  Page 22 of 27
<PAGE>

--------------------------------------------------------------------------------
                         Managed Modem SLA Page 1 of 1
--------------------------------------------------------------------------------

Level 3 U.S.  Managed Modem  Services are backed by the following  Service Level
Agreement (SLA). If the Level 3 obligation is missed, the credit set forth below
will be issued to the Customer if requested, once verified by Level 3. The total
number of credits per month is limited to the Monthly Recurring Charge (MRC) for
the affected service.

Level 3 provides a toll-free number  connecting the Customer to Level 3 Customer
Service for all issues -including  technical,  billing,  and product  inquiries:
1-877-4LEVEL3 (1-877-453-8353).

Order Acceptance Definition
An order is accepted by Level 3 (for the purposes of this Installation Guarantee
only) as soon as the Order  Entry  Specialist  receives  the  order in  Customer
Implementation Management (CIM).

                             Obligations and Credits
<TABLE>
<CAPTION>

                             Level 3 Obligation                                                Credit
<S>                                                                          <C>
90% Call Success Rate (CSR)                                                  o        Monthly Average CSR Credits
o    CSR will be determined by Level 3 through its own internal                       will be given using the following
     reporting procedures. The CSR will be calculated by having an                    schedule:
     automated dialing device randomly dial into the Managed Modem network            -        90% No Credit
     over meet point billing trunks and calculate the number of IP sessions           -        88-89.99% = 2.5% of MRC
     established vs. the number of failures. The formula for calculation is           -        85-87.99% = 5% of MRC
     as follows:  (# Successful Attempts / Total Attempts)                            -        80-84.99% = 7.5% of MRC
o    The CSR will be calculated on a monthly basis. Credits will be                   -        79.99% = 10% of MRC
     based on the Monthly Average CSR. In the event that the Customer                 -        Note: 10% is the maximum credit
     reports the missed SLA within 15 days of the of the last day of the                       per month.
     previous month, the credits will be generated for the Customer and
     reflected on the next invoice.                                          o        Catastrophic outage credit will
o    Unsuccessful call attempts caused by outages associated with                     be determined using the following
     maintenance events, Customer caused outages or disruptions, the                  calculation: ((MRC  x  # Ports
     performance of Internet networks controlled by other companies, or               Affected) / 30)
     traffic exchange points which are controlled by other companies shall
     not be included in the calculation of the monthly call success rate.    NOTE:    Credits cannot exceed Customer's
o    In the event that Level 3 is unable to provide service for more                  total MRC.
     than 15 consecutive minutes in a given day (a "Catastrophic Outage"),
     a one- day credit will be given for the ports affected. The 15-minute   NOTE:    CSR SLAs not supported
     consecutive outage will be measured from the time that Level 3                   for ISDN.
     Customer Service is contacted, a trouble ticket is established, and
     the time the Service has been reestablished.  No more than one daily
     credit will be given regardless of the outage time. Catastrophic
     Outages must be reported to Level 3 within 10 hours of occurrence to
     receive credit.

</TABLE>
                                 Page 23 of 27
<PAGE>
                       ADDITIONAL TERMS AND CONDITIONS FOR
                                  IP CROSSROADS

The following additional terms and conditions are applicable where,  pursuant to
a Customer Order, Customer orders IP CrossRoads Services.

1.  Any state or federal tariffs applicable to the IP CrossRoads  Services to be
delivered under any Customer Order are incorporated into the terms thereof.

2.  The  nonrecurring charges and monthly  recurring rates for the IP CrossRoads
Services provided by Level 3 to Customer are set forth in each Customer Order.

3.  The rates and other charges set forth in each Customer Order are established
in reliance on the term and/or  volume  commitment  made  therein,  and Customer
agrees to pay the same.  In the event that  Customer  terminates  IP  CrossRoads
Services  ordered in any  Customer  Order which is accepted by Level 3 or in the
event that the delivery of IP CrossRoads Services is terminated due to a failure
of Customer  to satisfy the  requirements  set forth  herein or in the  Customer
Order prior to the end of the agreed term,  Customer shall (unless  Customer has
made a Revenue  Commitment) pay a termination  charge equal to the percentage of
the  monthly  recurring  charges  for  the  terminated  IP  CrossRoads  Services
calculated as follows:

a.       100% of the monthly  recurring charge that would have been incurred for
the IP CrossRoads Service for months 1-12 of the agreed term; plus

b.       75% of the monthly  recurring charge that would have  been incurred for
the IP CrossRoads Service for months 13-24 of the agreed term; plus

c.       50% of the  monthly  recurring charge that would have been incurred for
the IP CrossRoads Service for months 25 through the end of the agreed term.

Customer  may, in the event that a Revenue  Commitment is made and is then being
satisfied by Customer,  terminate,  rearrange or  reconfigure  the IP CrossRoads
Services  ordered  under a Customer  Order  without  payment of the  termination
charge specified above;  PROVIDED,  HOWEVER,  that Customer shall be responsible
for payment of Level 3's then-current  standard  nonrecurring charges applicable
to such termination, rearrangement or reconfiguration.

4.  Level 3 provides only  access to the  Internet;  Level 3 does not operate or
control the  information,  services,  opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever  against Level 3 relating
to the content of the Internet or respecting any information,  product,  service
or software ordered through or provided by virtue of the Internet.

5.  If Customer orders IP CrossRoads  Services pursuant to a Customer Order, the
Customer  shall be permitted to make two (2) changes to its Committed  Data Rate
each  contract  year,  provided that such change be to a higher  Committed  Data
Rate.

6.  Level 3 reserves the right,  but  does  not  undertake  the  obligation,  to
provide any Customer or potential  customer bound by a  Nondisclosure  Agreement
access to a list of (i)  Level  3's  Customers  which  are  connected  to the IP
CrossRoads  Intra-Gateway  Exchange  Network  Platform;  and/or (ii)  Autonomous
Systems  Internet  Networks  connected  to the IP  CrossRoads  On-Net  Transport
Network Platform. By this Agreement, Customer consents to such disclosures.

Level 3 makes no guarantee of any Customer's  willingness  to exchange  Internet
traffic with any other customer.  Level 3 will, however,  use reasonable efforts
to arrange an introduction between customers or prospective customers bound by a
Nondisclosure  Agreement to facilitate an agreement  between them respecting the
exchange of Internet traffic.

Level  3  undertakes   no   obligations   and  accepts  no  liability   for  the
configuration, management, performance or any other issue relating to Customer's
routers or other customer provided  equipment used for access to or the exchange
of traffic in connection with Level 3's IP CrossRoads Service.

7.  Level  3 makes  the  Service  Level  Agreement  as  attached  respecting  IP
CrossRoads Service.

                                 Page 24 of 27
<PAGE>
--------------------------------------------------------------------------------
                         IP CrossRoads SLA Page 1 of 3
--------------------------------------------------------------------------------

Level 3 IP  CrossRoads  Services  are  backed  by the  following  Service  Level
Agreement (SLA). If the Level 3 obligation is missed, the credit set forth below
will be issued to the Customer if requested, once verified by Level 3. The total
number of credits per month is limited to the Monthly Recurring Charge (MRC) for
the affected Service.  To receive credit if these obligations have not been met,
the Customer must contact Level 3 Customer  Service  within five (5) days of the
end of the month for which credit is requested.

Level 3 provides a toll-free number  connecting the Customer to Level 3 Customer
Service for all issues -including  technical,  billing,  and product  inquiries:
1-877-4LEVEL3 (1-877-453-8353).

Order Acceptance Definition
An order is accepted by Level 3 (for the purposes of this Installation Guarantee
only) as soon as the Order  Entry  Specialist  receives  the  order in  Customer
Implementation Management (CIM).

                             Obligations and Credits
<TABLE>
<CAPTION>
                                      Level 3 Obligation                                              Credit

<S>                                                                                         <C>
Installation  Guarantee                                                                     One (1) day  for  each  day
Level 3 guarantees the following  installation time frames in Level 3's standard                missed (up to 4 days
service areas,  beginning with Level 3's  acceptance of a Customer  Order.  This                    total credit)
guarantee does not cover  incorrect data on the Customer  Order, a change in the
Customer  Order,  or a  non-standard  implementation.  The maximum  installation
credit is four (4) days.

o     Ethernet port speeds of 10Mbps or 100Mbps terminating in Level 3 Colocation
      Space: 10 business days or less for North America and Europe
o     64-1.920Kbps (DS-1/E-1) port speeds: 45 business days or less for North America
      and Europe
o     3-45Mbps (DS-3/E-3) port speeds: 60 business days or less for North
      America and Europe
o     155Mbps (OC-3), 622Mbps (OC-12), and 1000Mbps (GigE): Individual Case Basis (ICB)
o     Customer Provided Access (CPA): 20 business days or less for North America for
      circuits less than or equal to DS-3, after the CPA is delivered

</TABLE>
                                 Page 25 of 27
<PAGE>
--------------------------------------------------------------------------------
                         IP CrossRoads SLA Page 2 of 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Level 3 Obligation                                              Credit

<S>                                                                                               <C>
100% Service Availability Guarantee*                                                              One (1) day
Service  Unavailability  refers to any outage reported by the Customer within 48
hours  of the  outage  and  confirmed  by  Level  3  Customer  Service.  Service
Unavailability  covers any outage  associated with the Customer's access port to
the Level 3 Internet network, extending across the Level 3 Internet network, and
across the local  access  circuit  if  provisioned  on the Level 3  metropolitan
network.  Service  Unavailability  does  not  include  outages  associated  with
scheduled  maintenance  events,  Customer-caused  outages  or  disruptions,  the
performance  of Internet  networks  controlled  by other  companies,  or traffic
exchange points which are controlled by other companies.

We guarantee that for any outage lasting  between 15 minutes and 24 hours within
the same 24-hour period, Customers will receive a 1-day credit.

*NOTE: If the Customer has signed a contract  governed by German law, and/or DIA
service is provisioned in Germany, the following  Availability  Guarantees shall
instead apply:

Local Loop Guarantee: 97.5% Annual Availability
Service  Unavailability  time is  calculated  as the total  number of  outages a
Customer experiences during a calendar month. The maximum Service Unavailability
may vary  depending  on the total  number of days in the  month.  Example:  in a
365-day year, the Service  Unavailability maximum would be 219 hours. If Level 3
exceeds the maximum Service  Unavailability  time of 219 hours over the first 12
months  of the  Customer's  contract,  then  Level 3 would be  liable to pay the
Customer service credits for the Service Unavailability exceeding 219 hours.

Internet Network Guarantee: 99.9% Monthly Availability
Service  Unavailability  time is  calculated  as the total  number of  outages a
Customer experiences during a calendar month. The maximum Service Unavailability
may vary  depending  on the total  number of days in the  month.  Example:  in a
typical 30-day month, the Service Unavailability maximum would be 44 minutes. If
Level 3 exceeds the maximum Service Unavailability time of 44 minutes, thenLevel
3 would be liable to pay the  Customer a service  credit  equal to time of total
Service Unavailability exceeding 44 minutes.

</TABLE>
                                 Page 26 of 27
<PAGE>
--------------------------------------------------------------------------------
                         IP CrossRoads SLA Page 3 of 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      Level 3 Obligation                                             Credit

<S>                                                                                               <C>
Delay Guarantee                                                                                   One (1) day
Delay refers to the one-way  average delay,  over a calendar  month,  of traffic
between  all major Level 3 Gateways on the Level 3 U.S.  and  European  Internet
network. Delay does not apply to the Customer's local access circuit, transit or
peering  connections,  circuits  to the  traffic  exchange  points,  maintenance
events, or to Customer-caused outages or disruptions. Customers may obtain delay
measurements directly from the Level 3 Web site at www.Level3.com.

o        North American Network Delay Guarantee: 40 ms average one-way
o        European Network Delay Guarantee: 30 ms average one-way
o        London to New York Guarantee: 40 ms average one-way

                                 Page 27 of 27
</TABLE>