<PAGE>

                                                                  Exhibit 10.1

Confidential treatment has been requested for portions of this exhibit. The
confidential portions have been redacted and are denoted by [*]. The
confidential portions have been filed separately with the Securities and
Exchange Commission.


                                  ZIPLINK, INC.
                                ZIPDIAL CONTRACT
                              COMPANY CONFIDENTIAL

         THIS AGREEMENT, dated as of this day of January 12, 2000 by and between
ZIPLINK, Inc., a Delaware corporation (hereinafter referred to as "ZIPLINK")
with its principal business at 900 Chelmsford Street, Lowell, MA 01851 and Spin
Media Network, Inc. d/b/a Spinway.com, a California corporation (hereinafter
referred to as "Reseller") with its principal business at 925 Commercial Street,
Palo Alto, California, 94303.

                                   WITNESSETH
         WHEREAS, ZIPLINK provides Internet access and related communication
         services all as more particularly described in SCHEDULE I (the
         "ZIPLINK Services"); and

         WHEREAS, Reseller wishes to obtain from ZIPLINK the non-exclusive right
         to resell to its subscribers ("Reseller's Subscribers") ZIPLINK's
         Services on the terms and conditions set forth in this Agreement.

         NOW THEREFORE, in consideration of the above premises and other good
         and valuable consideration, the receipt and sufficiency of which are
         hereby acknowledged, the parties agree as follows:

1.       TERM

         A.   The initial term of this Agreement shall be one (1) year from the
              date first above written and this Agreement may be renewed for
              additional one (1) year terms, "Renewal Period", upon written
              notice by Reseller at least 90 days prior to the expiration of the
              then-current term of its intention to renew this Agreement. At the
              option of the Reseller, this Agreement may be terminated up to 90
              days from the commencement of the Agreement.
         B.   Thereafter, the Agreement shall remain in full force and effect
              for its entire term and any extensions thereof, unless terminated
              as defined in Section 7 or as defined in other sections as
              applicable.

2.       ZIPLINK RESPONSIBILITIES

         ZIPLINK agrees to provide Reseller and Reseller's Subscribers with
         those ZIPLINK Services on SCHEDULE I. Reseller acknowledges that from
         time to time hereafter ZIPLINK may make network software or hardware
         enhancements leading to specific service additions or deletions with
         respect to the ZIPLINK Services including the addition, limitation or
         temporary closing of points of presence. ZIPLINK will provide written
         notification to Reseller in the event of material adverse change to the
         ZIPLINK Services and in such event Reseller, after reasonable notice
         and providing a thirty (30) day opportunity to cure to ZIPLINK may
         terminate the Agreement without penalty.

         A.  ZIPLINK will provide Reseller with a monthly statement identifying
              the charges and fees for ZIPLINK Services then in effect with
              respect thereto.
         B.   ZIPLINK will assign an account manager who will be responsible for
              communication with Reseller with respect to network operability,
              enhancements and other modifications that have a material impact
              on Reseller's Subscribers' use of ZIPLINK Services.
         C.   Expansion Requests: Should Reseller require local access in a
              specific area that is currently unavailable via the ZipDial
              Network, Reseller may submit a written request to ZIPLINK asking
              to explore the ramifications attributed to the expansion and or
              build-out of the ZipDial Network to a New Location. Upon receipt
              of Reseller Expansion Request, ZIPLINK will make commercially
              reasonable efforts to (a) review Reseller's request, and (b)
              provide Reseller feedback regarding the feasibility of the request
              within five (5) business days of such request, and (c) provide
              Reseller contractual documentation (i.e. Service Quotation,
              Estimated Timelines, Amendment, Addendum) outlining the commitment
              and applicable pricing required to expand to the New Location for
              Reseller's review.
         D.   ZIPLINK, its officers, directors, employees and any authorized
              sub-licensee will (i) conduct their business in an honest,
              professional and ethical manner and (ii) not knowingly or through
              gross negligence commit any action or omission to act which could
              adversely affect Reseller, its name, reputation or ability to
              conduct its business.


3.       RESELLER RESPONSIBILITIES

         A.  Reseller shall require each Subscriber to agree to an Acceptable
             Use Policy that is consistent and material to terms set forth on
             SCHEDULE II hereto. In the event that ZIPLINK determines in its
             sole discretion that any of Reseller's Subscribers is engaged in
             material abuse or disregard of the acceptable use policy set forth
             on SCHEDULE II, ZIPLINK may, after reasonable notice to Reseller
             and providing Reseller twenty (20) day opportunity to cure (except
             as to "spamming" which shall be limited to 24 hour notice and an
             obligation to immediately cure), terminate the provision of
             ZIPLINK Services to such Reseller Subscriber(s). ZIPLINK shall
             promptly notify Reseller of any such termination of services, and
             such termination of ZIPLINK Services shall constitute ZIPLINK's
             sole and exclusive remedy for any breach of any applicable
             Acceptable Use Policy by a Reseller Subscriber.
         B.  Reseller will be solely responsible for all sales, equipment,
             services and subscriber support to Reseller's Subscribers.
         C.  Except as provided under this Agreement, Reseller shall not make
             any warranties, express or implied, with regard to ZIPLINK Services
             to any third party and specifically agrees it shall make no such
             warranties to any Reseller Subscriber.
         D.  Reseller, its officers, directors, employees and any authorized
             sub-licensee will (i) conduct their business in an honest,
             professional and ethical manner and (ii) not knowingly or through
             gross negligence commit any action or omission to act which could
             adversely affect ZIPLINK, its name, reputation or ability to
             conduct its business.
         E.  Reseller will not permit ZIPLINK Services to be resold by any other
             party without the express written permission of ZIPLINK.

                                  Confidential
<PAGE>

4.       COMPENSATION

         A.  Subject to paragraph 4.B. and 4.C. below, Reseller shall pay to
             ZIPLINK the rates and fees for ZIPLINK Services set forth in
             SCHEDULE I ATTACHED hereto. Upon sixty (60) day written notice to
             Reseller, ZIPLINK may modify any rate or fee set forth in SCHEDULE
             I ATTACHED HERETO; provided that such modified rates or fees shall
             not be effective with respect to any of Reseller's Subscribers then
             receiving ZIPLINK Services affected thereby for a period equal to
             the lesser of (a) the remaining term of this Agreement, or (b) six
             months after the date of such notice. In addition, Reseller may
             without penalty terminate this Agreement pursuant to its applicable
             provisions with 60 day written notice to ZIPLINK if the modified
             rates or fees are greater than 5% of the prior rates charged to
             Reseller. Following notice from Reseller to terminate this
             Agreement per this section, Reseller's fees for the remainder of
             the notice period will remain at the then current rate charged by
             ZIPLINK to Reseller. Notwithstanding anything to the contrary
             herein, should rates decrease Reseller's existing Subscribers will
             be afforded the decreased rates afforded new subscribers of the
             Reseller. Reseller's obligation to pay ZIPLINK under this Paragraph
             4.A. is not in any way contingent upon Reseller's collections from
             Reseller's Subscriber.
         B.  Notwithstanding Paragraph 4A, if any provider of telephony or
             Internet services to ZIPLINK which are used in connection with
             ZIPLINK Services increases the cost of such services, ZIPLINK may
             increase its service charges to reflect such increase. ZIPLINK will
             provide Reseller not less than sixty (60) day written notice prior
             to any such rate increases to Reseller. In the event such increase
             is greater than 5% of the prior rate, Reseller may without penalty
             terminate this Agreement under its applicable provisions with 60
             day written notice to ZIPLINK. Following notice from Reseller to
             terminate this Agreement per this section, Reseller's fees for the
             remainder of the notice period will remain at the then current rate
             charged by ZIPLINK to Reseller.
         C.  Reseller shall be responsible for any federal, state or local tax,
             fee or surcharge upon the products or services covered by this
             Agreement other than on the income of ZIPLINK.

5.       BILLING

         A.  ZIPLINK shall provide invoices to Reseller monthly setting forth
             all rates, fees or other charges due pursuant to this Agreement.
             Reseller agrees to pay the full-undisputed amount reflected on each
             invoice to ZIPLINK by no later than 30 days after the receipt
             thereof. Reseller shall define "Past Due" as after 30 days
             from receipt of invoice.
         B.  Any undisputed amounts remaining unpaid 30 days past
             Reseller's receipt of the invoice shall accrue interest at the
             lesser of one percent (1%) per month or the maximum rate allowed by
             law for such interest charges.
         C.  In the event Reseller disputes any charges, Reseller shall use
             commercially reasonable efforts to fully detail in written notice
             its basis for dispute within fifteen (15) days of receipt of any
             such disputed invoice. Both parties agree to assign to a person of
             at least a Vice President level any dispute for mediation of
             amounts not resolved by mutual agreement within 30 days of
             Reseller's notification of such a dispute so that the issues may be
             finally resolved. If the parties are unable to resolve a billing
             dispute within sixty (60) days from the due date, either party may
             then invoke the arbitration provisions of Section 19.

6.       ADVERTISING AND PROMOTION

         Neither party shall use the other party's name or logo or refer to such
         party in any advertising, marketing, or sales presentation to any other
         person, release to any professional or trade publication or for any
         other purpose without such party's prior written approval, provided
         that either party may use the other party's name or logo, or both, in a
         list of such party's customers or providers, if such use does not imply
         endorsement. Either party shall be allowed to issue press releases and
         public announcements regarding this Agreement with the other party's
         prior written approval which shall not be unreasonably withheld or
         delayed.

7.              DEFAULT

         A.  Each of the following events shall constitute a default hereunder:

             (i)   Failure to make any undisputed payment when due according to
                   the applicable provisions of this Agreement;
             (ii)  Insolvency, assignment for the benefit of creditors,
                   appointment or sufferance of appointment of a trustee, a
                   receiver or similar officer, or commencement of a proceeding
                   seeking reorganization, rehabilitation, liquidation or
                   similar relief under the bankruptcy, insolvency or similar
                   debtor-relief statutes; or
             (iii) Material failure to observe or perform any of the covenants
                   contained in this Agreement or in any other Agreement or
                   document executed pursuant hereto; or
             (iv)  Unsolicited advertising ("spamming") via email, newsgroup
                   posting, or cross-posting may result in termination of
                   service pursuant to Section 3A to the offending Reseller
                   Subscriber should Reseller fail to institute appropriate
                   restrictions within 24 hours from notice to Reseller to
                   curtail future spamming incidents by the Reseller's
                   Subscriber.
         C.  In the event either party shall be in default of its obligations
             under this Agreement, the party not in default shall have the right
             to terminate this Agreement (i) in twenty (20) days from the "Past
             Due" date and upon Reseller's receipt of written notice in the case
             of a default in payment (ii) in all other cases, if the defaulting
             party fails to cure such default within thirty (30) days of
             receiving written notice thereof. Notwithstanding any statement to
             the contrary above, with respect to an incident of spamming by
             Reseller's Subscribers ZIPLINK may at its sole option, but after 24
             hour notice to Reseller, terminate ZIPLINK Services to Reseller's
             offending Subscriber(s) pursuant to Section 3A.
         D.  The following sections shall survive any termination or expiration
             of this Agreement: 3(B), 3(C), 3(E), 4(A), 4(C), 5, 6, 7, 8, 9, 10,
             11, 12, 13, 14, 16, 17, 19, 20 and, all related schedules thereto.

                                  Confidential

                                                                               2
<PAGE>

8.       ASSIGNMENT

         This Agreement shall be binding upon the parties and their respective
         successors and assigns; provided, however, that no rights or
         obligations hereunder, including but not limited to Reseller's
         Subscriber accounts, shall be assigned or transferred, in whole or in
         part, by either of the parties hereto to any person, firm or
         corporation without prior written consent by the other party, which
         consent shall not be unreasonably withheld or delayed. Notwithstanding
         the foregoing, Reseller may assign this Agreement, without the prior
         consent of the other party, to any person, partnership, firm or
         corporation affiliated by common ownership with the assigning party,
         acquiring all or substantially all of such party's assets.


9.       LIMITATION OF LIABILITY AND WARRANTIES

         A.   ZIPLINK hereby represents and warrants to Reseller that neither
              the ZIPLINK Services, nor the use of such ZIPLINK Services by
              Reseller or Reseller's Subscribers shall infringe any worldwide
              patent, copyright, trademark, trade secret or other intellectual
              property or proprietary right of any third party.
         B.  Other than as set forth in the last sentence of this paragraph,
             ZIPLINK shall not be responsible for any damage suffered by
             Reseller or Reseller's Subscribers as a result of any interruption,
             termination or other failure or cessation of ZIPLINK Services,
             including loss of data, whether or not caused by ZIPLINK's
             negligence. Use of any information obtained via ZIPLINK Services is
             at Reseller's and Reseller's Subscribers' own risk and ZIPLINK
             cannot guarantee the accuracy or security of any such content.
             ZIPLINK specifically disclaims responsibility for the accuracy or
             quality of the information obtained through ZIPLINK Services.
             Reseller further agrees that ZIPLINK shall not be liable for any
             special, incidental, indirect, punitive or consequential damages or
             for lost profits, business or revenues, arising out of, or in
             connection with, this Agreement or the services provided hereunder,
             whether suffered by Reseller, any of Reseller's Subscribers or any
             party claiming rights derived therefrom, even if ZIPLINK shall have
             been advised in advance of the possibility of such potential loss
             or damage. In no event shall ZIPLINK's aggregate liability with
             respect to Reseller or Reseller's Subscriber exceed the amount of
             all fees and charges actually paid respectively by Reseller or its
             Subscriber to ZIPLINK in respect thereof for the twelve (12) month
             period immediately prior to ZIPLINK's actions giving rise to such
             damages.
         C.  EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION 9 AND
             SECTION 20, EACH PARTY PROVIDES ALL MATERIALS AND SERVICES TO THE
             OTHER PARTY "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING
             WITHOUT LIMITATION, ANY WARRANTIES (EXPRESS, IMPLIED, OR STATUTORY)
             OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A
             PARTICULAR PURPOSE.
         D.  NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS OR SPECIAL,
             INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING
             NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
             EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
             THIS LIMITATION ON LIABILITY SHALL NOT EXCUSE RESELLER OF ITS
             PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.
         E.  Reseller will indemnify and hold ZIPLINK, its agents, successors,
             affiliates, suppliers and assigns free and harmless from any and
             all obligations, costs, expenses, claims, judgments, attorneys'
             fees and attachments arising from, growing out of, or in any way
             connected with, a) any breach by Reseller of its Subscriber
             Agreements, (b) any use of ZIPLINK Services by any of Reseller's
             Subscribers throughout its chain of distribution, including any
             claims relating to the quality or functionality of ZIPLINK
             Services.
         F.  Both parties to this Agreement will indemnify and hold each other
             free and harmless from any and all obligations, costs, expenses,
             claims, judgments, attorneys' fee and attachments arising from,
             growing out of, or in any way connected with any breach of the
             express warranties contained in this Agreement, or any third party
             claims that any product services, marks, software, or software
             provided by ZIPLINK infringe any copyright, patent, trade secret,
             trademark or any other proprietary right of any third party or
             violates any application law or regulation. Provided, however, that
             the party seeking indemnification shall: (a) promptly notify the
             other party in writing of the claim, (b) provide to the other party
             all reasonably requested assistance in the defense of such a claim,
             and (c) shall grant the other party sole control of the litigation
             and any settlement negotiations related thereto, provided that no
             settlement may be entered into by the other party without the prior
             written consent of the party seeking indemnification.
         G.  ZIPLINK shall not be liable for delays or failure to deliver or
             perform due to acts of God, acts of the other party, acts of civil
             or military authorities, fires, strikes, floods, or other similar
             events beyond its control. Reseller shall not be liable for any
             penalties or payments for services not received by ZIPLINK. In the
             event that of a situation as defined here lasts longer that ten
             (10) days, Reseller may terminate the Agreement without penalty.

10.      ENTIRE AGREEMENT

         The parties have read this Agreement and all of its Schedules, Exhibits
         and attachments and agree to be bound by its terms, and further agree
         that it constitutes the complete statement of the Agreement between
         them which supersedes all other Agreements, covenants, representations
         or proposals, oral or written, and all other communications between
         them relating to the subject matter of this Agreement. In the event of
         a conflict between the terms and conditions of this Agreement and any
         Amendments to this Agreement, the terms and conditions of the
         Amendment(s) shall prevail. In the event of a conflict between the
         terms and conditions of this Agreement and any Schedules to this
         Agreement, the terms and conditions of this Agreement shall prevail.

11.      ALL AMENDMENTS IN WRITING

         This Agreement may not be changed or modified except by a written
         Agreement, executed on behalf of both parties.

12.      RELATIONSHIP OF THE PARTIES

         The parties hereto are independent contractors and shall not be deemed
         co-ventures, partners, fiduciaries or agents of one another. Neither
         party is authorized to act as an agent for, or legal representative of,
         the other party nor shall either party have

                                  Confidential

                                                                               3
<PAGE>

         authority to assume or create any obligation on behalf of, or binding
         upon, the other party. Reseller shall not represent itself as an agent
         of ZIPLINK.


13.      CONFIDENTIALITY

         A.  Each party acknowledges that, during the term of this Agreement, it
             will be provided with confidential information relating to the
             business policies and procedures and products of the other party.
             For the purposes of this Agreement, "Confidential Information"
             shall mean any confidential or proprietary information of either
             party, including information related to the Intellectual Property
             of either party, and any other information relating to any
             composition, research project, working process, future development,
             scientific, engineering, manufacturing, marketing, business plan,
             financial or personnel matter relating to either party, its present
             of future products, sales, suppliers, customers, employees,
             investors or business, whether in written, graphic or electronic
             form, which is marked by the disclosing party as "confidential" or
             "proprietary". If disclosed in oral form, such information must be
             reduced to writing and marked as "confidential" or "proprietary"
             within thirty (30) days of such oral disclosure. Confidential
             Information shall not include any information which the receiving
             party can prove by competent evidence: (i) is now, or hereafter
             becomes, through no act or failure to act on the part of the
             receiving party, generally known or available; (ii) is known by the
             receiving party at the time of receiving such information, as
             evidenced by its records; (iii) is hereafter furnished to the
             receiving party by a third party, as a matter of right and without
             restriction on disclosure; (iv) is independently developed by the
             receiving party without the aid, application or use of information
             of the other party; or (v) is the subject of a written permission
             to disclose provided by the disclosing party.
         B.  Other than the existence of this Agreement, no party shall disclose
             the terms of this Agreement, including the fees and charges set
             forth herein, except for disclosure in confidence to its employees,
             consultants, accountants, attorneys, bankers, investors, potential
             investors, or as required by law.
         C.  All Confidential Information that is disclosed by the disclosing
             party, and received by the receiving party, shall remain in strict
             confidence throughout the terms of the Agreement. The receiving
             party shall hold confidential information in confidence, and shall
             not disclose any Confidential Information to anyone, inside or
             outside of the receiving party, except those employees, directors,
             contractors or affiliates (and their respective employees) of the
             receiving party who have a need to know the Confidential
             Information to effect the use permitted hereby, and where such
             individuals are bound by confidentiality provisions substantially
             similar to those contained herein. Each party shall treat all
             Confidential Information with the same degree of care as the party
             accords to its own Confidential Information, but in no case less
             than reasonable care.
         D.  No license to any patent, trademark, copyright or other proprietary
             rights are granted hereby. The receiving party's use of
             Confidential Information shall remain in effect throughout the
             terms of the Agreement and all Confidential Information shall
             remain the property of the disclosing party.
         E.  All information disclosed or made available to the receiving party
             by the disclosing party shall be deemed to be Confidential
             Information, unless otherwise agreed in writing by the disclosing
             party, except that the obligations of this Agreement shall not
             apply to information which: (a) becomes publicly known through no
             fault of the receiving party; or (b) was or becomes rightfully
             known to the receiving party without confidential or proprietary
             information restriction from source other than the disclosing
             party; or (c) is approved by the disclosing party for disclosure
             without restriction in a written document which is signed by a duly
             authorized officer of the disclosing party; or (d) is independently
             developed by the receiving party without use of the Confidential
             Information; or (e) is required to be disclosed under operation of
             law, by court order, or governmental regulation and the receiving
             party provides prompt written notice to the disclosing party of
             such disclosure requirement.

14.      NOTICES

         Except as otherwise provided in this Agreement, all notices required or
         permitted to be given to any party shall be in writing and shall be
         deemed to have been duly given after five (5) business days if sent by
         certified mail, postage prepaid, in any post office in the United
         States, where receipt thereof is confirmed, or if sent by confirmed
         receipt of facsimile or by confirmed receipt of a nationally recognized
         overnight delivery service to such party at the address set forth below
         or to such other address as has been designated by the other party in
         accordance with this Section.

15.      NON-CONFLICT

         ZIPLINK and Reseller warrant that no obligation provided for herein is
         in conflict with any other contractual obligation with any third party.

16.      BINDING EFFECT

         This Agreement and the rights and obligations of the parties shall
         inure to the benefit of and be binding upon any successor or assignee
         and any subsidiary, affiliate, agent, Reseller or related entity.

17.      SEVERABILITY

         Should any part of this Agreement for any reason be declared invalid by
         order of any court or regulatory agency, such order shall not affect
         the validity of any remaining portion, which shall remain in force and
         effect as if this Agreement had been executed with the invalid portion
         eliminated, and it is hereby declared the intention of the parties that
         they would have executed the remaining portion of this Agreement
         without including therein any such part or portion which may, for any
         reason, be hereafter declared invalid.

                                  Confidential

                                                                               4
<PAGE>

18.      SERVICE LEVEL WARRANTY


         ZIPLINK warrants that it will use its commercially reasonable efforts
         to minimize Excess Packet Loss and Latency, and to avoid Downtime, and
         that ZIPLINK will provide the following remedies to Reseller: (Excess
         Packet Loss, Latency and Downtime are defined below)


         18.1     PACKET LOSS AND LATENCY. ZIPLINK shall proactively monitor the
                  packet loss or transmission latency of specific Resellers. In
                  the event that ZIPLINK discovers (either from its own efforts
                  or after being notified by Reseller) that Reseller is
                  experiencing packet loss in excess of *********
                  ("Excess Packet Loss") or transmission latency in excess of
                  *********** round-trip time based on ZIPLINK's
                  measurements ("Latency") between any two routers within the
                  continental United States portion of the Network on average
                  for each hour, and Reseller notifies ZIPLINK (or ZIPLINK has
                  notified Reseller), then ZIPLINK will use its commercially
                  reasonable actions to determine the source of the Excess
                  Packet Loss or Latency and correct the problem.

         18.2     REMEDY FOR FAILURE. If either Excess Packet Loss or Latency
                  occurs and it stems from a source within the Network and not
                  from the Reseller or beyond the Network, and if ZIPLINK fails,
                  to correct the Excess Packet Loss or Latency after using its
                  commercially reasonable efforts for a period of ************
                  after the onset of such Excess Packet Loss or Latency, then
                  ZIPLINK will credit Reseller's account the pro-rata Fees for
                  the continuous duration of such Excess Packet Loss or Latency;
                  provided that all such credits will not exceed an aggregate
                  maximum credit of Fees otherwise due from Reseller for one (1)
                  calendar month for failures in any one (1) calendar month.

         18.3     INABILITY TO ACCESS THE INTERNET (DOWNTIME). ZIPLINK will use
                  its commercially reasonable efforts to avoid Downtime
                  network-wide for 99.5% of the hours as an average calculated
                  network-wide over each calendar month. If Reseller is unable
                  to transmit and receive information from the Network to other
                  portions of the Internet because ZIPLINK failed to provide
                  Network access Services ("Downtime") for more than *********
                  **********, then ZIPLINK will credit Reseller's account
                  the pro-rata Fees for the continuous duration of such Excess
                  Packet Loss or Latency; provided that all such credits will
                  not exceed an aggregate maximum credit of Fees otherwise due
                  from Reseller for one (1) calendar month for failures in any
                  one (1) calendar month. For purposes of the foregoing, "unable
                  to transmit and receive" shall mean sustained packet loss in
                  excess of ************** based on ZIPLINK's measurements.


         18.4     Reseller shall have the right to terminate this Agreement
                  without penalty if (a) Reseller experiences ***********
                  ********** of downtime within a **********************
                  period or experiences cumulative outages of over sixteen (16)
                  hours in any ninety (90) day period of Service, or (b)
                  Reseller experiences excessive Latency or Packet Loss, as
                  defined in Section 19 1.1, for a period of ************ in
                  a ******************************* in a 90 day period.
                  Notwithstanding anything to the contrary herein, ZIPLINK will
                  be afforded a ********** opportunity to cure any breach of
                  its warranties under this section and Reseller's right to
                  terminate this Agreement shall not be effective in the event
                  that ZIPLINK reasonably cures any such breach as defined in
                  Section 18 in a timely manner.


19.      DISPUTE RESOLUTION

         Any dispute not resolved pursuant to Section 5C arising out of or
         relating to this Agreement shall be settled by arbitration by a panel
         of three arbitrators, one of which shall be an arbitrator chosen by
         ZIPLINK, one of which shall be an arbitrator chosen by Reseller, and
         one of which shall be chosen by the previously chosen arbitrators and
         in accordance with the rules of the American Arbitration Association.
         The decision of the arbitrator shall be final and binding. Any court
         with jurisdiction may enter judgment upon the award rendered by the
         arbitrators. All such arbitration shall be conducted in California.
         Pending resolution of the dispute, the parties agree to continue to
         perform all obligations arising under this Agreement.

20.      YEAR 2000

         ZIPLINK warrants that its internal operating and network systems are
         designed to operate during calendar year 2000 C.E. without material
         error or interruption relating to date data (including, without
         limitation, date data which represents or references different
         centuries or more than one century or leap year) in any level of the
         systems assuming, in each case, that all systems and products used in
         combination with them properly exchange data (hereinafter referred to
         as "Year 2000 Compliant"). In the event that ZIPLINK's systems are not
         Year 2000 Compliant, ZIPLINK shall promptly seek to modify its systems
         so as to ensure that the systems are Year 2000 Compliant to the extent
         that such modifications can be accomplished on a commercially
         reasonable basis. If ZIPLINK's systems are not Year 2000 Compliant and
         are not promptly modified to become Year 2000 Compliant, then Reseller
         shall have the right to terminate this Agreement without penalty, which
         shall constitute Reseller's sole remedy with respect to such systems
         not being Year 2000 Compliant.


                                  Confidential

                                                                               5
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on behalf of each other by a person with full power and authority to bind such
party.


                By:  /s/ Mark A. Manuel
                     ---------------------------------------------

        Print Name:  Mark A. Manuel
                     ---------------------------------------------

             Title:  Vice President of Sales
                     ---------------------------------------------


                    ZIPLINK, Inc.

               By:
                    ----------------------------------------------





                By:  /s/ Marta S. Hotell
                     ---------------------------------------------

        Print Name:  Marta S. Hotell
                     ---------------------------------------------

             Title:  Vice President of Strategic Alliances
                     ---------------------------------------------


                    Spinway.com

               By:
                    ----------------------------------------------




                                  Confidential

                                                                               6
<PAGE>

RESELLER AGREEMENT SCHEDULE I
COMPANY CONFIDENTIAL
                               ZIPDIAL SERVICES

1.       MINIMUM MONTHLY USER COMMITMENT

Reseller commits to a minimum monthly usage commitment of ********. If the
minimum monthly usage commitment is not achieved, ZIPLINK will charge a $100
monthly account maintenance fee plus actual incurred usage.

The account maintenance fee does not apply during the first 180 days of the
Agreement.

2.   ZIPLINK SERVICES  (ZIPDIAL):

2.1.1    DIAL-UP NETWORK SERVICES: ZIPLINK shall provide dial-up access via
         standard telephone lines between Reseller's end users and ZIPLINK's
         facilities.

2.1.2    CONNECTIVITY BETWEEN ZIPLINK AND RESELLER: Reseller shall provide
         connectivity between ZIPLINK's dial-up network facilities and Resellers
         facilities. The traffic shall be delivered through dedicated lines
         between ZIPLINK's and Reseller's facilities or through the Internet.
         The Reseller shall pay the cost for establishing and maintaining such
         connectivity.

2.2      RESELLER SERVICE AND TECHNICAL SUPPORT: Reseller is responsible for all
         Subscriber support, billing, and collections. ZIPLINK shall not be
         responsible for any hardware and software requirements of Reseller's
         Subscriber to connect with ZIPLINK's facilities. ZIPLINK's relationship
         under this Agreement is solely with Reseller and not with any of
         Reseller's Subscriber. ZIPLINK shall provide Reseller with Network
         Operations Center (NOC) phone number, which shall be used only by
         Reseller or Reseller's qualified sub-contractor and shall not be
         released, to Reseller's Subscriber. ZIPLINK shall actively monitor the
         performance of its systems, and shall notify in writing Reseller
         promptly of any condition, which materially adversely affects such
         performance. ZIPLINK will use reasonable commercial efforts to provide
         Reseller with advanced written information as to the changes in its
         service infrastructure, hours of operation, modification to
         communications protocols and any other planned changes in the service
         that could reasonably be expected to have a material affect on
         Reseller's ability to service its Subscribers.

2.3      NETWORK REPORTS: ZIPLINK shall provide network performance reports to
         Reseller on a monthly basis as defined by both parties.

2.4      NETWORK COVERAGE: ZIPLINK currently maintains a local calling area
         footprint of local access numbers (each, a "dialup POP"), as described
         in "Attachment A". ZIPLINK will not reduce this local calling area
         coverage below 90% of the existing local calling areas listed in
         "Attachment A", without thirty (30) days written notice prior to
         discontinuing an existing local access number and/or a particular
         geographic location. If ZIPLINK breaches any obligation of this
         Section, Reseller shall have the right to renegotiate all terms and
         conditions of this Agreement without affecting the validity and
         enforceability of this Agreement until this Agreement is replaced by a
         new agreement between the parties or until this Agreement is otherwise
         terminated. If such renegotiation does not result in an agreement
         between the parties within thirty (30) days, Reseller shall have the
         right to immediately terminate this Agreement without penalty.

2.5      PROJECT MANAGEMENT: Upon the execution of the Agreement, ZIPLINK will
         assign a project manager for the term of the Agreement to serve as the
         Reseller's primary single point of contact.

2.6      MANAGED DISCONNECT: ZIPLINK will provide Reseller with "Managed
         Disconnect" functionality. This service/protocol/script will allow
         Reseller to immediately terminate individual user sessions that have
         current dial-up connections on ZIPLINK's network. Users may be
         identified for disconnection by login, IP address, RADIUS session ID,
         or a NAS/PORT combination.

3.   FEES AND CHARGES

         3.1 BASIC HOURLY RATES PER EACH MONTH FOR DIAL-UP SERVICES

<TABLE>
<CAPTION>
         Hours of monthly usage               Rate per hour
         <S>                                     <C>
         0-1 million ......................       ******

         1 mil. -2 million ................       ******

         2 mil. - 3 million ...............       ******
</TABLE>

         The pricing offered under this Agreement is conditioned upon a one (1)
         year commitment of the Reseller and the agreement by the Reseller to
         occupy ports over a distribution of cities served by ZIPLINK's network.

         For each Renewal Period of this Agreement, the pricing quoted by
         ZIPLINK is conditioned upon Reseller agreeing to limit average monthly
         usage during peak hours (those hours defined as 7 p.m. - 12 a.m. local
         standard time for the port city) so that it does not exceed 35% of the
         total monthly usage of the Reseller or its Subscribers on the ZIPLINK
         network in any given month. In the event, total usage is greater than
         35% during peak hours during the Renewal Period, ZIPLINK will notify
         Reseller and Reseller agrees to take reasonable efforts to limit usage
         to less than the 35% during peak hours and if such over-usage is not
         remedied within 90 business days during the Renewal Period after
         written notice. ZIPLINK reserves the right to terminate service to
         Reseller and its Subscribers if Reseller fails to take corrective
         action in a timely manner.

         At any time the six (6) month average monthly usage (the "Base Monthly
         Average") exceeds 4,000,000 monthly hours for Reseller's Subscribers,
         Reseller agrees not to reduce usage more than *** in a given month.
         After achieving the Base Monthly Average, in the event monthly usage
         for its Subscribers declines more than *** in a given month because
         Reseller substitutes

                                  Confidential

                                                                               7
<PAGE>

         another vendor for ZIPLINK as Reseller's vendor for network services,
         Reseller shall pay ZIPLINK that amount over the *** reduction due for
         average monthly usage attributable for the number of users
         discontinuing services but only to the extent it declines over *** of
         the average monthly usage for ZIPLINK Services.

3.2      OTHER FEES AND CHARGES APPLICABLE FOR DIAL-UP SERVICES

3.2.1    Set up Fees - A setup fee of $500 will be charged to the Reseller for
         the initial 5 realms prior to the provision of services. Each
         additional realm will be set-up with no additional charge. ZIPLINK will
         provide all reasonable assistance to assist Reseller's radius server to
         proxy request between ZIPLINK and Reseller's Radius Server. In most
         cases this is accomplished in less than 30 minutes for each realm.

3.2.2    Additional Realm Use Fees (defined as any realm over the initial 5
         realms): Reseller shall pay ZIPLINK an additional fee of ****** in the
         event after twelve (12) months said Additional Realm does not generate
         ****** hours of monthly usage by Reseller's Subscribers. The Additional
         Realm use fee shall be waived in the event Subscriber monthly usage
         exceeds ***** hours within ninety days after initial set-up.




                                  Confidential

                                                                               8
<PAGE>

RESELLER AGREEMENT SCHEDULE II
COMPANY CONFIDENTIAL
SUBSCRIBER AGREEMENTS

ACCEPTABLE USE POLICY:

This policy may be changed from time to time by ZIPLINK. In the event the change
adversely and materially impacts Reseller's relationship to its Subscribers,
Reseller may after reasonable notice of no less than 10 days and opportunity to
cure given to ZIPLINK of 10 days, terminate this Agreement without penalty.

Reseller shall maintain a policy that is consistent with the material terms as
defined in the following:

         A.  RESELLER allows no more than one dial-up connection from a
             Reseller's Subscriber account at a time.
         B.  RESELLER makes no warranties of any kind, whether expressed or
             implied, including any implied warranty of merchantability or
             fitness of this service for a particular purpose. RESELLER takes no
             responsibility for any damages suffered by you including, but not
             limited to, loss of data from delays, non-deliveries,
             mid-deliveries, or service interruptions caused by RESELLER's own
             negligence or your errors, and/or commissions.
         C.  The services of RESELLER may only be used for lawful purposes.
             Transmission of material is subject to compliance with any
             applicable laws and regulations. This includes, but is not limited
             to: copyright material, threatening or obscene material, or
             material protected by trade secret. SUBSCRIBER agrees to indemnify
             and hold harmless RESELLER from any claims resulting from your use
             of this service, which damages you or another party. At RESELLER
             sole discretion, RESELLER may revoke SUBSCRIBER access for
             inappropriate usage.
         D.  If SUBSCRIBER uses another organization's networks or computing
             resources, SUBSCRIBER is subject to their respective permission and
             usage policies. These policies relate to the use of such services
             as electronic mail, news postings, file transfers, Telnet or rlogin
             accesses, and World Wide Web server access.
         E.  Use of any information obtained via this service is at SUBSCRIBER's
             own risk. RESELLER is not responsible for the accuracy, quality, or
             content of information obtained through RESELLER's services.
         F.  All RESELLER services are for Subscriber use only and may not be
             resold to third parties without a separate Reseller Agreement on
             file with RESELLER.






                                  Confidential

                                                                               9
<PAGE>

RESELLER AGREEMENT SCHEDULE III
NETWORK INTEROPERABILITY

         A.  ZIPLINK shall make its dial-up (Internet) network access facilities
             available to Reseller via the public switched telephone network
             using circuit termination equipment which complies with current
             interface and modem standards (i.e. V.34 for 33,600 bps service,
             with extensions for V.90 as available) and supports dial-in
             connection speeds of (at least) 36,600 bps. In addition, ZIPLINK
             will use equipment, which supports PPP connections and PAP
             authentication in a manner, which is compatible with industry
             standards. ZIPLINK will reasonably notify Reseller of changes in
             its modem and terminal server hardware and software in advance of
             making such changes and if Reseller should determine that planned
             changes are not compatible with Reseller systems and services,
             Reseller may exercise its rights to terminate this agreement
             without penalty.
         B.  ZIPLINK shall operate a proxy server that can identify access by
             Reseller's Subscribers and forward login attempts from such
             Subscribers to Reseller's Radius server for authentication,
             provided that Reseller's Radius server can be reached through the
             Internet from ZIPLINK's network, or with dedicated lines between
             the parties.
         C.  Reseller agrees to assign each Subscriber a unique identification
             number for ZIPLINK billing purposes, and to reasonably cooperate
             with ZIPLINK in establishing the structure of this identification
             number.
         D.  Reseller will impose inactivity time-outs of a minimum of fifteen
             (15) minutes. ZIPLINK will implement inactivity time-outs of a
             minimum of seventeen (17) minutes for backup purposes, in case the
             time-out is not effective.

Reseller Initials MSH Date  1/12/00 ZIPLINK Initials MM Date 1/12/00
                  ---       -------                  --      -------





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                                                                              10
<PAGE>

                                  ATTACHMENT A
                              LOCAL ACCESS NUMBERS

City                              Number

               *******


                By:  /s/ Mark A. Manuel
                     ---------------------------------------------

        Print Name:  Mark A. Manuel
                     ---------------------------------------------

             Title:  Vice President of Sales
                     ---------------------------------------------




                By:  /s/ Marta S. Hotell
                     ---------------------------------------------

        Print Name:  Marta S. Hotell
                     ---------------------------------------------

             Title:  Vice President of Strategic Alliances
                     ---------------------------------------------


                    Confidential              11

<PAGE>

               *********



                    Confidential              12
<PAGE>


                    **********


                   Confidential               13
<PAGE>


              ***********


                    Confidential              14
<PAGE>

          ************



                  Confidential                15
<PAGE>


              ************




                                  Confidential

                                                                              16

<PAGE>

                       FIRST AMENDMENT TO ZIPDIAL CONTRACT


     On this 31st day of March, 2000, reference is made to that certain
Agreement dated January 12, 2000 (the "Agreement"), between ZipLink, Inc
("ZIPLINK") 900 Chelmsford Street, Lowell, Massachusetts and Spin Media Network,
Inc. d/b/a Spinway.com ("Spinway") 925 Commercial Street, Palo Alto, California,
under which Agreement ZIPLINK has agreed to provide and, Spinway has agreed to
purchase, telecommunication services as more particularly described in Schedule
I of the Agreement.


   WHEREAS, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties hereby agree to the
following amendments to the Agreement:


A. SECTION 1 of the Agreement is amended to extend the term of this agreement to
March 31, 2002.

B. SECTION 3 of the Agreement shall be amended to include the following
additional SUB-SECTION 3. F.:

     Effective April 30, 2000 and on a monthly basis thereafter, Spinway shall
provide Ziplink a rolling 3 month forecast of Spinway hourly usage (the "Usage
Forecasts") designated by "Tier 1", "Tier 2" and "Tier 3" cities" as such "Tier
cities" are delineated in Schedule I-A attached hereto. To the extent actual
usage by Tier city varies in excess of 20% to the Usage Forecasts, Spinway shall
not be entitled to assert the remedies available to it under Section 18.5 of the
Agreement.

C. SECTION 18 of the Agreement shall be amended to include the following
SUB-SECTION 18.5

NETWORK AVAILABILITY. If the overall connection success rate for a Ziplink point
of presence ("POP") is less than *** as reasonably and accurately computed by
Spinway's internal dial reports produced monthly for distribution between the
parties and, Spinway has previously provided Ziplink its Usage Forecast pursuant
to Section 3 (F), Spinway shall be entitled to a reduction of its "minimum
monthly usage commitment" obligation under Section 1 of Schedule I by a
percentage equal to the percentage of all Spinway Subscribers using that
specific POP multiplied by the minimum monthly usage commitment. This reduction
of the minimum monthly usage commitment shall remain in effect until such time
as Ziplink exceeds an *** connection success rate for two consecutive monthly
reporting periods at which time the scheduled minimum monthly usage commitment
shall be reinstated.

(For example,  if Ziplink's  Chicago POP's Connection  success rate is below
**** and 5% of the Spinway  Subscribers on Ziplink's  access  numbers
connect to the Chicago POP,

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                                                                            17
<PAGE>

Spinway's  minimum  monthly usage  commitment for the subsequent months will
be reduced by 5% until such time as Ziplink's  Chicago  POP's success rate is
above *** for two  consecutive  monthly  reporting  periods. If Spinway has
failed to provide the Usage Forecast no  recalculation or reduction shall
be applied under the Agreement.).

D. SECTION 1 OF SCHEDULE I is deleted in its entirety and in its stead is
inserted the following:

1. Spinway agrees to minimum monthly hourly usage commitments ( the "minimum
monthly usage commitment") based on the following Schedule I-A corresponding
with the term of this Agreement.


                                  SCHEDULE I-A

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AMENDED TERM MONTH                   MINIMUM MONTHLY USAGE COMMITMENT (BY HOURS)
--------------------------------------------------------------------------------
<C>                                                         <C>
1                                                           *********
--------------------------------------------------------------------------------
2                                                           *********
--------------------------------------------------------------------------------
3                                                           *********
--------------------------------------------------------------------------------
4                                                           *********
--------------------------------------------------------------------------------
5                                                           *********
--------------------------------------------------------------------------------
6                                                           *********
--------------------------------------------------------------------------------
7                                                           *********
--------------------------------------------------------------------------------
8                                                           *********
--------------------------------------------------------------------------------
9                                                           *********
--------------------------------------------------------------------------------
10                                                          *********
--------------------------------------------------------------------------------
11                                                          *********
--------------------------------------------------------------------------------
12                                                          *********
--------------------------------------------------------------------------------
13                                                          *********
--------------------------------------------------------------------------------
14                                                          *********
--------------------------------------------------------------------------------
15                                                          *********
--------------------------------------------------------------------------------
16                                                          *********
--------------------------------------------------------------------------------
17                                                          *********
--------------------------------------------------------------------------------
18                                                          *********
--------------------------------------------------------------------------------
19                                                          *********
--------------------------------------------------------------------------------
20                                                          *********
--------------------------------------------------------------------------------
21                                                          *********
--------------------------------------------------------------------------------
22                                                          *********
--------------------------------------------------------------------------------
23                                                          *********
--------------------------------------------------------------------------------
24                                                          *********
--------------------------------------------------------------------------------
</TABLE>

Confidential


                                                                           18
<PAGE>

Spinway, with a 90 day written notice, shall have the option to reduce its
minimum monthly usage commitment. In the event Spinway opts to reduce its
minimum monthly usage commitment for a particular month within 360 days from
that particular month it will be obligated to pay Ziplink, a network
availability fee of 50% of the agreed charge for the original committed hours
less the charge for that particular month for actual hours used by Spinway. For
months commencing greater than 360 days from the date of notice Spinway shall be
obligated to pay Ziplink a network availability fee of 25% of the charge
pursuant to the Agreement for the original committed hours less the actual hours
used by Spinway. The network availability fee shall be based on the lowest
available Tier city rate. (For example, in Month 3 of this Agreement, Spinway
notifies Ziplink that it intends to restate the Month 13 utilization to be
********** hours. Actual usage is ********* hours in Month 13. Spinway would be
liable for a network availability fee equal to the charge for ************* (50%
of ****************). If actual usage was ************ hours Spinway would be
liable for a network availability fee of ******* hours determined by computing
the shortfall to the revised commitment of ******************************
plus 50% of the original ******** hours reduction in the minimum monthly usage
commitment.)

F. SECTION 3 OF SCHEDULE I is deleted in its entirety and in its stead is
inserted the following language:

3. CHARGE BY TIER CITY. Spinway shall be charged the following rates for its
Minimum Monthly Usage Commitment by Tier City as defined herein:

<TABLE>
<CAPTION>
                                            HOURLY RATE
         <S>                                <C>
         Tier 1 City ...................    ********
         Tier 2 City ...................    ********
         Tier 3 City ...................    ********
</TABLE>

Spinway will make available one Ziplink access number for each unique calling
area to Spinway end users.

If Ziplink reduces the number of Tier 1 or Tier 2 cities by more than 15%,
Spinway, at its sole option may terminate without penalty this Agreement.

G. SCHEDULE I-B is hereby included in the Agreement:

                                  SCHEDULE I-B
                                   TIER CITIES

     [The parties should regularly update and amend this list by mutual
agreement.]


Confidential

                                                                           19
<PAGE>

The Tier cities as defined in this Agreement shall be as follows:

Tier 1 Cities:

************

Tier 2 Cities:

*************


Confidential

                                                                            20
<PAGE>

************


Tier 3 Cities:

**************


Confidential


                                                                              21
<PAGE>

      Except as herein specifically amended, altered or modified, each and every
other provision of the Agreement and any and all documents related thereto
remain in full force and effect and are hereby ratified and confirmed.


Spin Media Network, Inc.,


By:_________________________________Date:_______________________________

Ziplink, Inc.,

By:_________________________________Date:________________________________