Compu-DAWN, Inc., dba MyTurn.com TERMS AND CONDITIONS

The  following  terms and  conditions  (these  "Terms")  govern the provision by
DIGEX, Inc.  ("Company") of the services and/or products (referred  collectively
herein as  "Services  and  Products")  described  on the  Server  Order Form and
Contract attached hereto ("Order Form") and defined in Company's product support
listing,  to the customer  ("Customer")  identified on the Order Form. The Order
Form, these Terms and the attachments hereto,  which are identified on the Order
Form, executed with respect to the Services and Products are referred to herein,
collectively, as this "Agreement."

1.   Obligations  of Company.  Company  shall  install  within ten business days
     after execution by Company of the Order Form, unless otherwise specified in
     the Order Form, and maintain the Services and Products which are designated
     in the Order  Form (as such may be  supplemented  pursuant  to  Section  5,
     below).  Company  will use its  best  efforts  to  assure  that  Customer's
     Internet server will be available 24 hours a day, seven days a week. If the
     Customer's  Internet server is unavailable for more than a total of 4 hours
     in any week, other than as a result of the maintenance activities described
     in Section 4, below,  fees for that week will be waived and the  applicable
     monthly  invoice  will be adjusted  accordingly.  For the  purposes of this
     Agreement,  a week  shall be  considered  to run from  Sunday to  Saturday.
     Customer's Internet server shall be deemed to be not available for purposes
     of this Section 1 if Company's  standard hardware,  software,  or operating
     system is functioning  in a manner that prevents http,  ftp, or mail access
     to the Internet server ("Unavailability").  For purposes of this Section 1,
     Unavailability  shall  not be  deemed  to occur  hereunder  as a result  of
     Customer  action or  inaction,  including,  but not  limited  to,  Customer
     utilization of Customer owned, non-standard, or unsupported hardware and/or
     software installed by the Customer or Company at the Customer's request.

2.   Obligations  of  Customer.  Customer  shall comply with all of the terms of
     this  Agreement,  including,  but not limited to, the Acceptable Use Policy
     attached  hereto as Attachment A (the "Use Policy"),  as the use Policy may
     be modified from time to time. Upon notice from Company,  Customer promptly
     shall eliminate any hazard,  interference or service  obstruction  that any
     hardware or software  used by Customer,  whether or not provided by Company
     ("Customer  Materials"),  is  causing,  or is likely to cause.  If Customer
     requests  Company to assist it in removing  any  hazards,  interference  or
     service  obstruction  that Customer  Materials are causing or are likely to
     cause,  Company may, but is not required to,  assist in such  removal.  The
     charges for Company's  services in connection with such assistance shall be
     at rates  determined by Company at the time such services are requested and
     payment with respect  thereto shall be made in  accordance  with Section 3,
     below. In the event that the primary  function(s) of Customer's web site is
     impaired during non-business hours or holidays, and Company has been unable
     to  successfully  locate  and/or  contact an authorized  representative  of
     Customer, Company may take reasonably steps to restore the functionality of
     Customer's  web site without prior  Customer  approval.  Any necessary work
     that is performed by Company to restore  functionality that was impaired by
     Customer  design  flaws  or  errors  are  billable  to  Customer.  Customer
     understands that Customer shall pay to



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     Company a billable rate for time and  materials,  as indicated on the Order
     Form under  Time and  Expense  Order.  These  charges  are in excess of the
     monthly recurring charges.

3.   Payment.

     3.1  Generally.  Charges  for the  Services  and  Products  (including  the
          charges  described in the balance of this Section 3.1, the  "Charges")
          are set forth on the Order Form.  Charges shall  commence to accrue on
          the date that Company provides access codes to Customer  ("Operational
          Date").  All  payments  for  Charges  shall  be made in U.S.  Dollars.
          Customer may pre-pay the Charges for the entire term of this Agreement
          or may pay the Charges on a monthly  basis.  Charges shall be invoiced
          to Customer in advance at the beginning of the month.  Any  additional
          charges,  including,  but  not  limited  to,  any  early  cancellation
          charges,  accrued  interest,  late fees and any usage-  based  charge,
          including,  but not  limited to,  charges  for  network  access to the
          Internet, shall be invoiced in arrears and shall appear on the monthly
          invoices for Services and Products or separate invoices. In all cases,
          payments  for Charges are due upon receipt by Customer of the invoices
          for such  Charges.  In  addition  to any  other  remedies  that may be
          available to Company under this Agreement (including,  but not limited
          to, in connection with the  termination of this Agreement  pursuant to
          Section 6 below) or applicable law,  Charges that are not paid in full
          thirty (30) days after receipt by Customer of the invoice therefore (a
          "Payment  Default") will be subject to interests charges of the lesser
          of one and  one-half  (1.5%)  per  month or  portion  thereof  and the
          highest  amount  permitted by law,  which interest shall accrue daily.
          Customer  shall be liable for all amounts owed to Company  pursuant to
          this  Agreement,  irrespective  of the  termination of this Agreement.
          Customer also shall pay to Company all expenses incurred by Company in
          exercising  any of its rights under this  Agreement or applicable  law
          with respect to the collection of a Payment  Default,  including,  but
          not  limited  to,  reasonable  attorneys'  fees  and  the  fees of any
          collection agency retained by Company.

     3.2  Taxes.  Customer shall be liable for, and shall reimburse  Company and
          indemnify and hold Company harmless from all local, state, federal and
          non-United States taxes or similar  assessments or charges  (including
          any interest and penalties imposed thereon), other than taxes based on
          the net  income  of  Company,  arising  out of,  or  relating  to this
          Agreement of the sale of the Services and Products hereunder.

     3.3  Pass Through Items and Other Expenses.  Company will have the right at
          any time during any term of this Agreement to pass through and invoice
          to Customer any new or  increased  fees,  assessments,  taxes or other
          charges  imposed  on or  required  to be  collected  by Company by any
          governmental  agency or any new or  increased  charges by any  carrier
          that affect  Company's  costs in  providing  Services  and Products to
          Customer.  Customer  also will be  responsible  for  paying any sales,
          license and use taxes, fees, or assessments levied by any local, state
          or federal  government  or  governmental  agency  with  respect to the
          provision of Services and Products under this Agreement. Customer will
          pay and be solely  responsible for all taxes,  fees and charges levied
          directly upon it.



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4.   Maintenance.   Company  designates  time  period  ("Scheduled   Maintenance
     Windows")  during  which it may limit or suspend  the  availability  of the
     hardware  and/or  software  involved in providing its Services and Products
     (an  "Outage") to perform  necessary  maintenance  or  upgrades.  Scheduled
     Maintenance Windows currently are each Tuesday and Friday between the hours
     of 4 am and 8 am and the third  Saturday of each month between the hours of
     4 am and 12 noon,  Eastern  Standard  Time and Pacific  Standard  Time.  If
     planned maintenance has the possibility of making the server or servers, as
     the case may be, utilized by Customer inaccessible to the Internet during a
     Scheduled   Maintenance   Window,   Company  will  provide  not  less  than
     twenty-four (24) hours prior electronic mail or other notice to Customer of
     the Scheduled  Maintenance  Window  during which the Outage is planned.  In
     addition,  Company  reserves the right to perform any required  maintenance
     work  outside of the  Scheduled  Maintenance  Window  with prior  notice to
     Customer.   Notwithstanding  the  foregoing,  and  provided  that  Customer
     maintains a Platinum or Strategic  Account,  Customer  shall be entitled to
     defer any scheduled or unscheduled  maintenance  to a subsequent  Scheduled
     Maintenance  Window provided that any adverse effects to Customer's Service
     and Products relating to such deferral shall be the sole  responsibility of
     Customer and,  provided  further,  that  Customer  shall not be entitled to
     defer  maintenance  which is  required  to be  immediately  applied  to all
     customers in order to maintain the security and/integrity of the applicable
     Company Data Center.

5.   Additional Products or Services.  With Company's concurrence,  Customer may
     orally  request  service or products  ("Additional  Item") then  offered by
     Company in addition to the Services and  Products (an "Oral  Request").  An
     Oral Request may only be made by the individual(s) listed as the authorized
     customer  upgrade  contact on the Order Form.  Customer  will have five (5)
     business days after making the Oral Request to cancel the  Additional  Item
     in  writing.  As soon as  practicable  after  receiving  the Oral  Request,
     Company will begin the installation  process with respect to the Additional
     Item.  Customer will be charged  Company's  then current list price for the
     Additional Item. If Customer  cancels the Oral Request,  Customer shall pay
     all applicable  charges of Company with respect to the  installation of the
     Additional Item. An Additional Item shall be subject to this Agreement.

6.   Term and Termination.  The initial term of this Agreement shall commence on
     the Operational  Date and upon  expiration  shall  automatically  renew for
     successive  ninety  (90)  day  terms  at  the  Charges  in  effect  at  the
     commencement  of such terms (which Charges shall have been  communicated to
     Customer in writing  forty-five (45) days prior to the end of the preceding
     term) or until written  notice of  non-renewal by either party is delivered
     to the other  party at least  thirty (30) days prior to the end of the then
     current term.

     6.1  Termination  by Company.  In addition to any other  rights it may have
          under this  Agreement or applicable  law,  Company may, at its option,
          terminate this  Agreement,  upon (i) a Payment Default which breach is
          not cured by  Customer  within ten (10)  business  days of  Customer's
          receipt of such  breach,  (ii)  Customer's  failure to comply with any
          other  obligation of Customer under this Agreement which Breach is not
          cured by Customer within ten (10) business days of Customer's  receipt
          of such  breach  (iii)  Customer's  failure to comply  with any of the
          terms of the Use Policy



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          which breach is not cured by Customer  with two (2)  business  days of
          Customer's  receipt  of  such  breach,  (iv)  Customer  ceasing  to do
          business in the normal course, becoming or being declared insolvent or
          bankrupt,  being the subject of any proceeding relating to liquidation
          or  insolvency  which is not  dismissed  within 120  calendar  days or
          making an  assignment  for the  benefit  of its  creditors  or (v) any
          attempt by  Customer  to derive any source  code from the  Services or
          Products.

     6.2  Termination  by Customer.  Customer may terminate  this Agreement with
          respect to all,  and not less than all of the Services and Products in
          the event of (a) a material breach by Company of its obligations under
          this Agreement which breach is not cured within ten (10) business days
          after written notice thereof is received by Company,  or (b) otherwise
          in the first sixty (60) days of the initial term hereof (collectively,
          a   "Permissible   Termination").   In  the  vent  of  a   Permissible
          Termination,  Customer  shall  pay (i)  installation  Charges,  (ii) a
          pro-rated  Charge based on the number of days Company provided Service
          and Products  prior to the date of  termination  of this  Agreement by
          Customer  under  this  Section  6.2,  and  (iii) if the  Services  and
          Products  include  software  for which  Company  does not then provide
          general  customer  support,  Customer  shall pay to  Company an amount
          equal to  Company's  cost of such  software  for the entire  term.  If
          Customer  terminates  this  Agreement  other  than  in  a  Permissible
          Termination,  Customer  shall pay to  Company  an amount  equal to all
          unpaid  Charges for the  remainder  of the then  current  term of this
          Agreement.

     6.3  Rights  and  Obligations  on  Termination.  Upon  termination  of this
          Agreement,  Company and  Customer  shall have no  obligations  to each
          other except as provided in this Agreement.  Upon  termination of this
          Agreement,  Customer  shall  (i) pay all  amounts  due  and  owing  to
          Company,  (ii) remove from  Company's  premises all property  owned by
          Customer and (iii) return to Company all software, access keys and any
          other property  provided to Customer by Company under this  Agreement.
          Any property of Customer not removed from  Company's  premises  within
          ten (10) days after such  termination  shall  become the  property  of
          Company,  which may,  among  other  things,  dispose of such  property
          without the payment of any  compensation  to Customer.  The rights and
          obligations  of both  parties,  which by their nature  would  continue
          beyond  the   termination  of  this  Agreement   (including,   without
          limitation,  those  relating to  confidentiality,  payment of Charges,
          limitations  of liability  and  indemnification),  shall  survive such
          termination.

7.   Proprietary  Rights.   Company  hereby  grants  Customer  a  non-exclusive,
     non-transferable   license  to  use  the  Services  and  Products  provided
     hereunder during the term of this Agreement. All rights with respect to the
     Services and Products, including, but not limited to, intellectual property
     or similar  rights with respect  therefore  belong  exclusively to Company,
     whether or not they are embedded in any Service or Product. Notwithstanding
     the foregoing, Customer shall not be obligated to make any royalty or other
     payments  with respect to the Services and Products  other than as provided
     in this Agreement.



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8.   Proprietary Rights Indemnification.
     ----------------------------------

     8.1  By Customer.  Customer agrees to indemnify and hold harmless  Company,
          all individuals or entities controlling, controlled by or under common
          control with Company (each, a "Company Affiliate"),  and the officers,
          directors,  attorneys  and  employees  of  Company  and  each  Company
          Affiliate  (a "Section  8.1  Indemnified  Party")  against any losses,
          claims,  damages,  liabilities,  penalties,  actions,  proceedings  or
          judgments (collectively,  "Losses") to which a Section 8.1 Indemnified
          Party may become subject related to or arising out of any infringement
          or misappropriation or alleged infringement or misappropriation of any
          United  States  copyright,  trade  secret or other  proprietary  right
          related to any hardware or software utilized by Customer in connection
          with any of the Services or Products and will  reimburse a Section 8.1
          Indemnified  Party  for  all  legal  and  other  expenses,   including
          reasonable  attorneys'  fees incurred by such Section 8.1  Indemnified
          Party in connection with Investigating, defending or settling any Loss
          whether or not in connection with pending or threatened  litigation in
          which such Indemnified Party is a party.

     8.2  By  Company.  Company  agrees  to  indemnify  and  hold  harmless  the
          Customer,  all individuals or entities  controlling,  controlled by or
          under common control with Customer (each, a "Customer Affiliate"), and
          the officers, directors,  attorneys and employees of Customer and each
          Customer  Affiliate ) (a "Section 8.2 Indemnified  Party") against any
          Losses to which the Section 8.2  Indemnified  Party may become subject
          related to or  arising  out of  infringement  or  misappropriation  or
          alleged   infringement  or   misappropriation  of  any  United  States
          copyright,  trade  secret or other  proprietary  right  related to the
          equipment and software  provided by the Company to the  Customer,  and
          will  reimburse  the Section 8.2  Indemnified  Party for all legal and
          other  expenses,  including  reasonable  attorney's  fees  incurred in
          connection with investigating,  defending,  or settling any such loss,
          claim,  damage,  liability,  action or  proceeding  whether  or not in
          connection with pending or threatened litigation in which the Customer
          is a party.  This  indemnification  does not relate to the  Customer's
          content or matters that arise from Customer's content or conduct.  The
          provisions of this Agreement relating to indemnification shall survive
          termination of Customer's  account. If any such Products and Services,
          or any part thereof,  is an infringement or a  misappropriation,  then
          Company  will,  at  no   additional   charge  to  the  Customer,   use
          commercially  reasonable  efforts to either:  (i) procure for Customer
          the  right to  continue  using  such  Products  and  Services  or part
          thereof;   or  (ii)   replace  such   Products   and   Services   with
          non-infringing  Products and Services;  or (iii) modify the same so as
          to make it non-infringing;  or (iv) the Agreement as to the infringing
          Products  and Services  will  terminate,  and Company  shall refund to
          Customer  any and all of the unused  portion of the fees paid for such
          Products and Services.

9.   Indemnification.  In addition  to other  indemnification  provided  herein,
     Customer  agrees to  indemnify  and hold  harmless  Company,  each  Company
     Affiliate and the officers, directors,  employees and agents of Company and
     each Company Affiliate (each an "Indemnified



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     Party")  against  any  losses,  claims,  damages,  liabilities,  penalties,
     actions,  proceedings  or  judgments  (collectively,  "Losses") to which an
     Indemnified  Party may become  subject  and which  Losses  arise out of, or
     relate  to  (1)  Customer's  illegal,   fraudulent,   willful  or  reckless
     misconduct,  except that Customer shall not Indemnify  Company with respect
     to any Loss  arising our of or related to  Company's  illegal,  fraudulent,
     willful  or  reckless  misconduct,  (2) any web site  content  provided  by
     Customer,  or (3) any Customer  business model and any business  transacted
     over or through Customer's web site. Customer will reimburse an Indemnified
     Party for all legal and other  expenses,  including  reasonable  attorneys'
     fees incurred by such Indemnified  Party in connection with  investigating,
     defending or settling any Loss whether or not in connection with pending or
     threatened litigation in which such Indemnified Party is a party.

10.  Limitation  on  Company  Liability.   The  parties   acknowledge  that  the
     limitations set forth in this Section 10 are integral to the amount of fees
     levied in connection with this Agreement,  and that, were Company to assume
     any further  liability  other than as set forth herein,  such fees would of
     necessity be set substantially higher. Company does not monitor or exercise
     control  over  the  content  of the  information  transmitted  through  its
     facilities. Use of the Services and Products or any information that may be
     obtained  therefrom  is at  Customer's  own  risk.  Company  shall  have no
     responsibility  or  liability  for the  accuracy or quality of  information
     obtained through its Services and Products.  Company shall not be deemed to
     be in  default  of any  provision  of this  Agreement  or be liable for any
     delay,  failure of performance or interruption of the provision of Services
     and Products to Customer  resulting,  directly or indirectly,  from any (i)
     weather conditions,  natural disasters or other acts of God, (ii) action of
     any   governmental   or  military   authority,   (iii)  failure  caused  by
     telecommunications  or other  Internet  provider,  or (iv)  other  force or
     occurrence beyond its control. The exclusive remedy against Company for any
     damages  whatsoever to Customer arising our of or related to this Agreement
     shall be the refund of the fees paid by Customer to Company with respect to
     the then current term of this  Agreement.  COMPANY  SHALL NOT BE LIABLE FOR
     (I) ANY INDIRECT,  INCIDENTAL SPECIAL OR CONSEQUENTIAL  DAMAGES, OR FOR ANY
     LOSS OF PROFITS OR LOSS OF REVENUE  RESULTING FROM THE USE OF THE COMPANY'S
     SERVICES AND PRODUCTS BY CUSTOMER OR ANY THIRD  PARTIES EVEN IF COMPANY HAS
     BEEN ADVISED OF THE POSSIBILITY THEREOF, OR (II) ANY LOSS OF DATA RESULTING
     FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. COMPANY
     PROVIDES THE SERVICES  AND  PRODUCTS AS IS,  WITHOUT  WARRANTY OF ANY KIND,
     WHETHER  EXPRESS OR IMPLIED.  COMPANY  DISCLAIMS  ALL  IMPLIED  WARRANTIES,
     INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR PURPOSE.  CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR
     THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND PRODUCTS AND COMPANY
     SHALL HAVE NO LIABILITY THEREFORE. The limitations of liability provided in
     Section 10 of this Agreement  shall inure to the benefit of Company and all
     Company  Affiliates  and  to all of  the  respective  officers,  directors,
     attorneys,  employees  and  agents  of  Company  and  such  other  entities
     ("Limited  Liability  Parties").  The  limitations  of  liability  afforded
     Company in this Agreement shall apply



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     whether (i) the action in which  recovery  is sought is based in  contract,
     tort  (including,  but not limited  to,  negligence  or strict  liability),
     statute or  otherwise  or (ii) a Limited  Liability  Party is alleged to be
     liable jointly with one or more parties or otherwise.

11.  Other Customer Assurances. During any time period when Customer is provided
     access to any facilities, hardware or other property owned or leased by, or
     otherwise under the control of Company  (collectively  "Company  Property")
     pursuant to this  Agreement,  Customer  shall (i) maintain  insurance  with
     Company  as named  payee,  covering  any damage or  destruction  to Company
     property  (collectively  "Damage")  and  (ii)  reimburse  Company  for  all
     expenses incurred by Company in replacing or repairing, as the case may be,
     any Damage caused by Customer.

     11.1 Limited  Company  Liability.  Neither Company nor any of its officers,
          directors,  employees,  and  agents  shall be liable for any damage or
          destruction of equipment or other  materials  belonging to, leased by,
          or otherwise  under the control of  Customer,  whether or not any such
          equipment or materials are at any time located in facilities  owned or
          operated by Company,  except  where such  damage or  destruction  is a
          direct  result  of  the  gross  negligence,  recklessness  or  willful
          misconduct  of Company or any of its officers,  directors,  employees,
          and agents.

12.  Confidentiality.
     ---------------

     12.1 Confidentiality.  The parties  recognize that they will have access to
          confidential proprietary information and/or trade secrets of the other
          party.  Customer  specifically  acknowledges  that  the  Services  and
          Products  constitute  valuable trade secrets of Company.  Accordingly,
          the parties agree that (i) the  provisions of this  Agreement (ii) any
          information  whatsoever  with respect to the  Services  and  Products,
          (iii) the course of dealing between Company and Customer hereunder and
          (iv) all other non-  public  information  relating  to the  foregoing,
          including  but not  limited  to  user  information  submitted  through
          Customer's  web  forms,  and the  number of such web  forms  submitted
          (collectively,  the  "Confidential  Information")  shall be treated by
          parties on a confidential  basis and shall not be reproduced,  reduced
          to writing,  or disclosed to any employees of the parties (except on a
          need to know  basis and then only if the  employee  is  subject  to an
          obligation of  confidentiality)  or any other person or entity without
          the prior written consent of the disclosing party. Upon termination of
          this Agreement,  any documentation or data reflecting any Confidential
          Information  shall  be  promptly  returned  to the  disclosing  party.
          Confidential  Information  shall not include any information  that the
          recipient can demonstrate was publicly available through no act of the
          recipient.  Disclosure of information pursuant to applicable statutes,
          Court Order, subpoena or regulations  (collectively,  "Laws") shall be
          excepted from this  provision;  provided,  however,  that prior to any
          disclosure  pursuant  to any  Laws,  the  recipient  will  assert  the
          confidential nature of the Confidential Information and will cooperate
          fully with the disclosing  party, at disclosing  party's  expense,  in
          protecting against any such disclosure including,  but not limited to,
          obtaining a protective order or similar order narrowing the scope of



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          such  disclosure of the  Confidential  Information.  In the event such
          protection  is  not  obtained,   the  recipient   shall  disclose  the
          Confidential  Information  only to the extent necessary to comply with
          the Laws.

     12.2 Tampering.  The parties agree that they will not attempt to copy or in
          any  way,  alter,  re-engineer  or  otherwise  tamper  with any of the
          Confidential Information.

     12.3 Injunctive  Relief.  The parties  acknowledge  that  violation  of the
          provisions  of Sections  12.1 or 12.2 above,  could cause  irreparable
          harm to the disclosing  party not  adequately  compensable by monetary
          damages.  In addition to other  relief,  it is agreed that  injunctive
          relief shall be available to the disclosing party in the event of such
          violations  without necessity of posting bond to prevent any actual or
          threatened violations of such sections.

13.  Transfer and Assignment.  Neither party may sell, assign or transfer any of
     its rights or obligations  under this  Agreement  without the prior written
     consent of the other party,  provided however, that either party may assign
     this  Agreement  without  such  consent  in  connection  with  any  merger,
     consolidation,  or sale of substantially  all of such party's assets or any
     other  transaction  in which more than 50% of such party's  securities  are
     transferable  and/or such party  transfers its rights or  obligations  to a
     subsidiary or parent entity,  provided  further that the acquiring party in
     any such sale, merger, consolidation or transfer is creditworthy.

14.  Use of  Customer's  or Company's  Name.  Company  shall be permitted to use
     Customer's name in connection  with proposals to prospective  customers and
     otherwise in print or  electronic  form for  marketing  or other  purposes,
     including,  but not limited to, use in connection  with (i) compliance with
     applicable  laws or  regulations;  and (ii) the  protection  of any  rights
     relating to Company or its  business.  Customer may use the name "DIGEX" in
     connection  with the Services and Products or otherwise only with Company's
     prior written consent.

15.  No Third Party  Beneficiaries.  Except as otherwise  specifically  provided
     herein,  this Agreement  inures to the benefit of Company and Customer only
     and no third party shall enjoy the benefits of this Agreement or shall have
     any rights hereunder.

16.  Notices.   Unless  otherwise   specified  herein,   any  notices  or  other
     communications  required or permitted hereunder shall be sufficiently given
     if in writing and delivered  personally or sent by facsimile  transmission,
     internationally recognized overnight courier,  registered or certified mail
     (postage  prepaid  with  return  receipt  requested),  to  the  address  or
     facsimile  number of  Customer as set forth in the Order Form or Company as
     set forth  below.  Such  notices  or other  communications  shall be deemed
     received (i) on the date delivered,  if delivered  personally,  (ii) on the
     date that return confirmation is received,  if sent by facsimile,  (iii) on
     the business day (or, if  international,  on the second business day) after
     being sent by an internationally  recognized  overnight air courier or (iv)
     five days after being sent, if sent by first class registered mail,  return
     receipt requested.




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               Compu-DAWN,  Inc., dba MyTurn.com,  333 North First Street, Suite
               200, Jacksonville,  FL 32250,  Attention:  David Greenspan,  CFO,
               Facsimile: (904) 249-0359

               DIGEX,  Inc.  One  DIGEX  Plaza,   Beltsville,   Maryland  20705,
               Attention: Legal Department, Facsimile Number: (301) 847-4909

17.  Survival of Claims.  Any claims arising out of or related to this Agreement
     must be brought no later than one year after it has accrued.

18.  Independent  Contractor Status.  Nothing in this Agreement or in the course
     of dealing between Company and Customer  pursuant hereto shall be deemed to
     create between Company and Customer (including their respective  directors,
     officers, employees and agents) a partnership,  joint venture, association,
     employment  relationship  or any  other  relationship  other  than  that of
     independent contractors with respect to each other.

19.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of Maryland, without regard to choice
     of law  provisions  that would cause the  application of the law of another
     jurisdiction.

20   Dispute Resolution.
     ------------------

     20.1 Mutual Discussions;  Mediation. If a dispute or difference of any kind
          whatsoever (a "Dispute")  shall arise between  Company and Customer in
          connection  with,  relating  to or  arising  out  of  this  Agreement,
          including  the  interpretation,   performance,  non-  performance,  or
          termination  hereof,  the parties shall attempt to settle such Dispute
          in the first instance by mutual  discussions.  If such Dispute has not
          been  resolved  within  thirty  (30) days by mutual  discussions,  the
          parties  shall  endeavor to settle the Dispute by mediation  under the
          Mediation Rules of the American  Arbitration  Association prior to any
          recourse to arbitration pursuant to Section 20.2, below.

     20.2 Arbitration. If such Dispute cannot be settled within thirty (30) days
          after submission to mediation  pursuant to Section 20.1,  above,  such
          Dispute  shall be settled by an  arbitral  tribunal  (the  "Tribunal")
          under the Arbitration  Rules of the American  Arbitration  Association
          (The  "Arbitration  Rules").  Each party shall  appoint an  arbitrator
          within  thirty (30) days after the  expiration  of the  aforementioned
          thirty-day  period,  which  arbitrators  shall then jointly  appoint a
          third arbitrator  within thirty (30) days after the appointment of the
          second  arbitrator,  to act as president of the Tribunal.  Arbitrators
          not so appointed shall be appointed pursuant to the Arbitration Rules.
          The  costs  of the  arbitration  shall  be  borne  by the  parties  as
          determined  by the  Tribunal.  The award  rendered in any  arbitration
          commenced hereunder shall be final and conclusive and judgment thereon
          may be entered in any court having  jurisdiction  for its enforcement.
          Neither  party shall (i) appeal to any court from the  decision of the
          Tribunal or (ii) have any right to  commence  or maintain  any suit or
          legal  proceeding  concerning  a Dispute  until such  Dispute has been
          determined in accordance with the arbitration  procedure  provided for
          herein,



<PAGE>



          and  then  only  for   enforcement  of  the  award  rendered  in  such
          arbitration. All mediation and arbitration proceeding pursuant to this
          Agreement shall take place in Prince George's County, Maryland.

21.  Headings.  The  section  and  subsection  headings  have  been used in this
     Agreement  as a matter  of  convenience  only and  shall not be used in the
     interpretation of any provision of this Agreement.

22.  Non-Waiver,  Waiver and Amendment. Failure by either Company or Customer to
     enforce any of the  provisions of this Agreement or any rights with respect
     hereto or the failure to exercise any option provided hereunder shall in no
     way be considered to be waiver of such provisions, rights or options, or to
     in any way affect the validity of this  Agreement.  No waiver of any rights
     under this Agreement,  nor any  modification or amendment of this Agreement
     shall be  effective  or  enforceable  unless in writing  and signed by both
     parties, except as provided by Section 5, above.

23.  Severability.  If one or more of the provisions contained in this Agreement
     are found to be  invalid,  illegal or  unenforceable  in any  respect,  the
     validity, legality and enforceability of the remaining provisions shall not
     be affected.

24.  Entire  Agreement.  This Agreement  constitutes the entire agreement of the
     parties  and  supersedes  all oral  negotiations  and prior  writings  with
     respect thereto. When used in this Agreement, the terms "hereof",  "herein"
     and  "hereunder"  refer to this  Agreement in its  entirety,  including any
     attachments to this Agreement and not to any particular  provisions of this
     Agreement, unless otherwise indicated.

25.  Counterparts. This Agreement may be executed in any number of counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same Instrument.

USE OF COMPANY SERVICES AND PRODUCTS CONSTITUTES ACCEPTANCE OF
THESE TERMS AND CONDITIONS

AGREED BY CUSTOMER:                                  AGREEMENT BY COMPANY

Compu-DAWN, Inc., dba MyTurn.com                     DIGEX, Inc.

BY:  /s/ Paul Danner                                 BY: /s/ Gregg F. Furst
   ------------------------------------------------      ----------------------
NAME: Paul Danner                                    NAME:  Gregg F. Furst
     -------------------------------------------          --------------------
TITLE: CEO                                           TITLE:   VP
      -----------------------------------------------      ------------------
DATE:  1-19-00                                       DATE:     1-20-00
     -----------------------------------------------      -------------------

                                                       Approved by Legal

                                                        /s/ illegible
                                                       -------------------------
                                                         Date          1/19/00
                                                               ----------------



<PAGE>



                              ACCEPTABLE USE POLICY

Sections 3.6, 3.7 and 3.8 apply only to Web Site Management Group.

1.  Introduction.

     This document sets forth the principles, guidelines and requirements of the
Acceptable  Use  Policy of  Intermedia  Communications  Inc.  and its direct and
indirect  wholly-owned  subsidiaries,  including,  but  to  limited  to,  Digex,
Incorporated and Shared Technologies  Fairchild Telecom, Inc.  (collectively and
individually,  the "Company") governing the use by the customer  ("Customer") of
the Company's  services and products  ("Services and Products").  The Acceptable
Use Policy has been created to promote the integrity,  security, reliability and
privacy of Company's Web Site Management  Facility,  network,  and Customer data
contained within.  Company retains the right to modify the Acceptable Use Policy
at any time and any such modification shall be automatically effective as to all
customers when adopted by the Company.

     Questions  or  comments  regarding  the  Acceptable  Use  Policy  should be
forwarded to the Company via:

                  E-mail:  abuse@digex.net
                           ---------------
                  Telephone: 301-847-6200, 1-800-581-8711

2.  Compliance With Law.

     Customer  shall not post,  transmit,  re-transmit  or store  material on or
through any of Services or Products  which,  in the sole judgment of the Company
(i) is in violation of any local,  state,  federal or  non-United  States law or
regulation,  (ii) threatening,  obscene, indecent,  defamatory or that otherwise
could adversely affect any individual, group or entity (collectively, "Persons")
or (iii)  violates  the rights of any  person,  including  rights  protected  by
copyright,  trade secret,  patent or other intellectual property or similar laws
or regulations  including,  but not limited to, the installation or distribution
of "pirated" or other software products that are not appropriately  licensed for
use by Customer.  Customer shall be  responsible  for  determining  what laws or
regulations are applicable to its use of the Services and Products.

3.  Prohibited Uses of Services and Products.

     In addition to the other  requirements of this  Acceptable Use Policy,  the
Customer  may only use the  Services  and  Products  in a  manner  that,  in the
Company's  sole judgment,  is consistent  with the purposes of such Services and
Products. If the Customer is unsure of whether any contemplated use or action is
permitted,  please contact the Company as provided above. By way of example, and
not limitation,  uses described below of the Services and Products are expressly
prohibited.



<PAGE>



     3.1. General.

          3.1.1. Resale of Services  and  Products,  without  the prior  written
               consent  of  the  Company.

          3.1.2. Deceptive on-line marketing practices.

          3.1.3. Violations of the rights of any Person  protected by copyright,
               trade secret,  patent or other  intellectual  property or similar
               laws  or  regulations,   including,   but  not  limited  to,  the
               installation  or  distribution  of  "pirated"  or other  software
               products that are not appropriately licensed for use by Customer.

          3.1.4. Actions that restrict or inhibit any Person, whether a customer
               of the Company or  otherwise,  in its use or  enjoyment of any of
               the Company's Services or Products.

     3.2. System and Network.

          3.2.1. Introduction  of malicious  programs into the network or server
               (e.g., viruses and worms).

          3.2.2.  Effecting   security   breaches  or  disruptions  of  Internet
               communication. Security breaches include, but are not limited to,
               accessing data of which the Customer is not an intended recipient
               or logging  into a server or  account  that the  Customer  is not
               expressly  authorized  to access.  For  purposes of this  Section
               3.2.2., "disruption" includes, but is not limited to, port scans,
               flood pings, packet spoofing and forged routing information.

          3.2.3. Executing any form of network  monitoring  which will intercept
               data not intended for the Customer's server.

          3.2.4.  Circumventing  user  authentication  or  security of any host,
               network or account.

          3.2.5. Interfering  with or denying service to any user other than the
               Customer's host (for example, denial of service attack).

          3.2.6. Using any  program/script/command,  or sending  messages of any
               kind,  designed  to  interfere  with,  or to  disable,  a  user's
               terminal session, via any means, locally or via the Internet.

          3.2.7. Creating an "active" full time connection on a Company-provided
               dial-up  account for Internet  access by using  artificial  means
               involving software, programming or any other method.

          3.2.8. Utilizing a  Company-provided  dial-up account for purposes for
               Internet  access  other  than  facilitating  connectivity  to the
               Services and  Products  provided by the  Company.  This  includes
               copying or creating  files  utilizing more than 5MB of disk space
               on the dial-up account servers.

          3.2.9. Failing to comply with the Company's  procedure relating to the
               activities of customers on the Company's premises.







<PAGE>



     3.3. Billing.

          3.3.1. Furnishing false or incorrect data on the order form,  contract
               or online  application,  including  fraudulent use of credit card
               numbers.

          3.3.2.  Attempting  to circumvent or alter the processes or procedures
               to  measure  time,  bandwidth  utilization,  or other  methods to
               document "use" of the Company's Services and Products.

     3.4. Mail.

          3.4.1. Sending  unsolicited mail messages,  including sending of "junk
               mail" or other  advertising  material to individuals  who did not
               specifically  request  such  material,   who  were  not  previous
               customers of the Customer or with whom the Customer does not have
               an existing business relationship ("E-mail spam").

          3.4.2.  Harassment,  whether  through  language,  frequency of size of
               messages.

          3.4.3. Unauthorized use, or forging, of mail header information.

          3.4.4.  Solicitations  of mail for any other E-mail address other than
               that of the poster's account or service with the intent to harass
               or to collect replies.

          3.4.5.  Creating  or  forwarding  "chain  letters"  or other  "pyramid
               schemes" of any type.

          3.4.6. Use of unsolicited E-mail originating from within the Company's
               network or networks of other Internet Service Providers on behalf
               of,  or to  advertise,  any  service  hosted by the  Company,  or
               connected via the Company's network.

     3.5. Usenet Newsgroups.

          3.5.1Posting the same or similar  messages to large  numbers of Usenet
               newsgroup ("Newsgroup spams").

          3.5.2. Posting chain letters of any type.

          3.5.3. Posting  encoded  binary files to newsgroups  not  specifically
               named for that purpose.

          3.5.4. Cancellation or superseding of posts other than your own.

          3.5.5. Forging of header information.

          3.5.6.  Solicitations  of mail for any other E-mail address other than
               that of the poster's account or service, with intent to harass or
               to collect replies.

          3.5.7. Use of unsolicited E-mail originating from within the Company's
               network or networks of other Internet Service Providers on behalf
               of,  or to  advertise,  any  service  hosted by the  Company,  or
               connected via the Company's network.

     Please note that the following only apply if the Customer uses the relevant
platform and has purchased web site hosting services and/or products.



<PAGE>



     3.6. Roles Regarding UNIX Managed Server.

          3.6.1.  Customer  may not  create/update/delete  accounts  created and
               maintained by the Company.  Specifically, the Company account may
               not be altered in any  manner nor may any  account  with a UID of
               less than 1000 be altered.

          3.6.2. Customer may not change the partitioning or mount points of any
               drive.

          3.6.3.  Customer  may not  create/update/delete  any  file in the /usr
               directory tree.

          3.6.4. Customer may not install Micrsoft(C)FrontPage Extensions unless
               updated on the /usr directory tree.

          3.6.5. Customer may not create .rhosts or /etc/.host.equiv files.

          3.6.6. Customer may not  implement any procedure or process that would
               allow  one to  login as root  without  using  the root  password.
               Customer may not create suid scripts or programs.

          3.6.7. Customer may not alter the system kernel.

          3.6.8. Customer may not alter the /sys or /etc/system  directory trees
               or any files contained therein.

          3.6.9. Customer may not apply operating system and application patches
               to software not installed and solely  maintained by the Customer,
               unless notification is given to the Company.

          3.6.10. Customer may not change the root shell.

          3.6.11. Customer may not alter the contents of /.k5login.

          3.6.12. Customer may not alter /etc/fstab or /etc/vfstab.

          3.6.13. Customer may not share or export file  systems.  This includes
               modifying /etc/exportfs, /etc/dfs/sharetab, and /etc/netgroup.

          3.6.14.  Customer  may not  modify  the  decode  or root  alias in the
               /etc/aliases file.

          3.6.15.  Customer may not change the  "identity"  of the system.  This
               includes          modifying/etc/hosts,           /etc/hostname.*,
               /etc/defaultrouter, /etc/networks and /etc/ethers.

          3.6.16.  Customer  may  not  modify  the  system  in any  manner  that
               restricts  or  alters  access  to the  system  by  the  Company's
               employees.

          3.6.17. Customer may acquire root privileges after successful login of
               a valid non- root userid and using su to gain access as root.

          3.6.18.  Customer  may  create/update/delete  all  aspects of Customer
               created user accounts.  This may include modifying home directory
               permissions, user passwords, etc.

          3.6.19.  Customer  may  use  FTP  to  create/update/delete  files  and
               directories.

          3.6.20. Customer may add to, but may not modify,  existing data in the
               following   configuration   files:   /etc/aliases,    /etc/group,
               /etc/rc.local, /etc/sendmail.cf file and root crontab.

          3.6.21.  Customer  may  install  software on the server  provided  the
               installation  meets all of the criteria  detailed above,  and the
               Company is notified of such installation.



<PAGE>



     3.7. Roles Regarding Windows NT Managed Server.

          3.7.1.  Customer  may not  create/update/delete  accounts  created and
               maintained by the Company. Specifically,  Company account may not
               be altered in any manner.

          3.7.2. Customer  may not install  software  that does not execute as a
               service.

          3.7.3. Customer may not install  software  that does not have a remote
               administration capability.

          3.7.4. Customer may not install  applications that do not run within a
               logon account different from that of the installing user.

          3.7.5. Customer may not install  applications  which must be restarted
               when one user logs off and another user logs on.

          3.7.6. Customer may not install  applications that do not execute when
               an individual is not logged on to the server.

          3.7.7. Customer may not modify the network and system  settings of the
               server.

          3.7.8. Customer may not apply operating system and application patches
               to software not installed and solely  maintained by the Customer,
               unless notification is given to the Company.

          3.7.9.  Customer  may  use  FTP  to  create/update/delete   files  and
               directories.

          3.7.10.  Customer  may  create/update/delete  all  aspects of Customer
               created user  accounts.  This includes  modifying  home directory
               permissions, user passwords, etc.

          3.7.11.  Customer  may start  and stop all  Windows  NT 4.0  Services,
               including the WWW and FTPservices.

          3.7.12.  Customer  may  install  software on the server  provided  the
               installation  meets all of the criteria  detailed above,  and the
               Company is notified of such installation.

     3.8. Abuse of  bandwidth  during a Web Site  Management  Beta  Period  will
          result in termination of applicable network discounts and commencement
          of billing based upon normal network recurring charges.

4.  Enforcement.

     Company may immediately suspend and/or terminate the Customer's service for
violation of any provision of the  Acceptable  Use Policy upon verbal or written
notice,  which  notice may be  provided by  voicemail  or E-mail.  However,  the
Company  attempts to work with the Customer to cure violations of the Acceptable
Use Policy and to ensure that there is no  re-occurrence  of violations prior to
suspension and/or termination.



<PAGE>



                                    GLOSSARY

o    Acceptable Use Policy: Guidelines for services and products for Web Housing
     and Internet Connectivity.

o    Address/IP  Spoofing:  Inserting  forged routing  information  into network
     packet(s) such that the origin of the packet is  misreported,  which causes
     return packets to be misrouted.

o    Binary  Files:  A file  containing  bits or bytes  that do not  necessarily
     represent  printable  text.  The term binary file usually  denotes any file
     that is not a text file, such as executable  machine language code. Special
     software is required to print a binary file or view it on the screen.

o    Bulk  E-mail:  Any group of messages  sent via E-mail,  with  substantially
     identical  content,  to a large  number  of  addresses  at once.  Many ISPs
     specify a threshold for bulk E-mail (e.g., 25 or more  recipients  within a
     24-hour period).  Taken by itself,  bulk E-mail is not necessarily abuse of
     the  electronic  mail system.  For example,  there are  legitimate  mailing
     lists, some with hundreds or thousands of willing recipients.

o    Commercial E-mail: Any E-mail message sent for the purposes of distributing
     information about a for-profit institution, soliciting purchase of products
     or  services,  or  soliciting  any  transfer  of  funds.  It also  includes
     commercial activities by not-for-profit institutions.

o    Cracks: Distribution of registration codes for software in violation of the
     software  license,  or distribution of any software intended to defeat copy
     protection.

o    Deceptive On-Line Marketing  Practices:  Marketing practices that present a
     false image of the advertised  product (or of the advertiser).  One example
     of a deceptive on-line marketing  practice would be an E-mail that purports
     to originate from the recipient's ISP or from a well-known  company.  Other
     examples  include  fraud,  multi-level  marketing,  or  any  commercial  or
     non-commercial  activity  that is conducted  for the purpose of  confusing,
     misleading or misinforming the E-mail and/or Internet users.

o    Electronic  mail (E-mail) Spam:  Unsolicited  E-mail from which a recipient
     cannot unsubscribe,  or unsolicited E-mail to a recipient who does not have
     a previous business or other relationship with the sender.

o    Forged  Routing  Information:  Routing  information  which is misleading or
     incorrect  or  which  would  tend to  disguise  the  origin  of the  routed
     material.  Usually  refers  to  information  that is not  generated  by any
     routing  device (such as a mail  server),  but is inserted by a party using
     software which is designed to produce false routing information (headers in
     the case of E-mail).



<PAGE>


o    FTP: File Transfer Protocol.  A standard way of transferring files from one
     computer to another on the Internet and on other  TCP/IP  networks.  FTP is
     also the name of any of various  computer  programs that implement the file
     transfer  protocol.  Customers can also  retrieve  files by FTP using a web
     browser.

o    MMF:  Make  Money  Fast  Schemes:   Messages  that  "guarantee   immediate,
     incredible profits!," including such schemes as chain letters.

o    Mailbomb:  Delivery of enough E-mail to an  electronic  mailbox to overload
     the mailbox or  potentially  overload the system that the mailbox is hosted
     on.

o    Newsgroup  Spams: A public forum or discussion area on a computer  network.
     All users of the  network  can post  messages,  and every user can read all
     messages distributed worldwide by the Usenet system,  covering thousands of
     topics.

o    Packet Spoofing: Emitting a network packet with a source address you do not
     have permission from the owner to use.









<PAGE>