<PAGE>   1
                                                                    EXHIBIT 10.1


                           GRIDNET INTERNATIONAL, INC.

                            PROGRAM ENROLLMENT TERMS


         These Program Enrollment Terms ("PET") are made this 9th day of
April, 1998 (the "Effective Date"), by and between GridNet International,
Inc. ("GridNet"), a wholly owned subsidiary of WorldCom, Inc., and Intelispan,
Inc. ("Customer") and are a part of their agreement for Data Communication
Products or Services (the "Agreement"). This PET replaces and supercedes the PET
between GridNet and Customer dated September 16, 1997. In accordance with the
Agreement, charges to Customer for Service obtained thereunder shall be subject
to the Rate Schedule set forth below and the Agreement shall also be subject to
the terms and conditions set forth herein.

1.   Product or Service Requested. Customer requests IntraConnect service
     ("Service") as defined in the attached IntraConnect Product Description,
     and as modified by GridNet from time to time. Customer requests Service for
     the term of this Agreement ("Term") commencing on May 1, 1998
     ("Commencement Date"). Unless otherwise specifically exempted from any term
     of this Agreement, each Service will be subject to all of the terms of the
     Agreement.

2.   Term. The Term of this Agreement is fifty-three (53) months. Upon
     completion of the initial Term, the Agreement will automatically renew for
     an additional one year term under the terms and conditions existing in the
     final month of the Initial Term, unless either party terminates the
     Agreement with 60 days prior written notice to the other party.

3.   IntraConnect Setup Fee. Customer shall pay a one time IntraConnect Setup
     Fee of $3,500.00 for each separate enterprise network implementation and is
     due and payable upon submission of Customer's Service Order. A separate
     enterprise network implementation is defined as each of Customer's single
     invoice points for its customers IntraConnect services.

4.   IntraConnect Monthly Service Fee. Customer shall pay a recurring
     IntraConnect Monthly Service Fee of $200.00 per month of the Term for each
     separate enterprise network implementation, as defined above.

5.   IntraConnect Service Usage. Customer's Service usage will be charged at the
     rates set forth in the table immediately following. Rates may be eligible
     for discounts as specified herein. International dial access (Canada local,
     Mexico, South America, South Africa, Western Europe, and Asia Pacific)
     capabilities require separate user IDs/passwords. Customer must specify the
     world region for which they require access when the user ID/password is
     created. International user ID/passwords may not function in world regions
     other than the region for which it was originally configured. For
     international dial access, the world region associated with Customer's user
     IDs/passwords, regardless of the actual geographic network access point,
     determines the applicable rate. Customer may specify a Global world region,
     which provides for network access capability at every network point of
     presence and will be invoiced according to the associated Global rate.


<TABLE>
<CAPTION>
                               Dial Usage Charges
--------------------------------------------------------------------------------
Region                        Rate per Hour     Region             Rate per Hour
------                        -------------     ------             -------------
<S>                           <C>               <C>                <C>
US Local (48 states)              [ * ]         Western Europe         [ * ]
US 800 (48 states)                [ * ]         South America          [ * ]
Canada (local)                    [ * ]         South Africa           [ * ]
Canada (800)                      [ * ]         Asia Pacific           [ * ]
AK, HI, PR & USVI (800)           [ * ]         Global                 [ * ]
Mexico                            [ * ]
</TABLE>


[*]Material marked with an asterisk throughout this exhibit has been omitted
   pursuant to a request for confidential treatment. This material has been
   filed separately with the Securities and Exchange Commission.


Page 1 of 6
<PAGE>   2
6.   International User ID Charges. Each International User ID (Canada local,
     Mexico, South America, South Africa, Western Europe, and Asia Pacific) will
     incur a one time charge of $100.00 for adds, changes, or deletes and a
     $15.00 monthly recurring charge.

7.   Dedicated Host/LAN Access. Customer is obligated to procure the
     interexchange portion of the dedicated telecommunications circuit
     facilities required for Customer's host/LAN access from WorldCom. The
     WorldCom services for IntraConnect Host/LAN access shall be either WorldCom
     Frame Relay or WorldCom Asynchronous Transfer Mode (ATM) services. GridNet
     will provision a virtual circuit from the IntraConnect network to
     Customer's WorldCom Frame Relay or ATM port at no additional charge.
     Customer may procure these services through one of the following two
     options:

     -    Option 1 - If Customer has existing WorldCom Frame Relay or ATM
          service installed or pending installation, Customer may elect for
          GridNet to order an additional virtual circuit to Customer's existing
          port. Customer will be responsible for any additional charges from
          WorldCom for the provision of additional virtual circuits, under the
          terms and conditions of its agreement under which the existing
          services were acquired. Any additional charges as well as the existing
          charges will be billed on a separate invoice from IntraConnect
          charges. Host/LAN Access ordered under this option will not be
          eligible for any discounts under this Agreement.

     -    Option 2 - Customer may elect to have GridNet order WorldCom Frame
          Relay or ATM services on behalf of Customer. Terms and conditions,
          including pricing, of WorldCom Frame Relay or ATM are as specified in
          WorldCom's related FCC tariff filing(s). Charges for WorldCom Frame
          Relay or ATM services ordered under this option will be billed on the
          same invoice as IntraConnect charges and will be eligible for the
          discounts specified below.

8.   Optional Internet Connectivity. If Customer requires Internet connectivity,
     in addition to the Host/LAN Access described above, Customer may optionally
     order virtual circuits to the Internet provided such virtual circuits are
     provisioned over the same physical circuits as used for Host/LAN Access for
     IntraConnect. The rates in the table below described the additional charges
     that apply in addition to those described in Host/LAN Access above. If
     Customer orders Optional Internet Connectivity on ports ordered under
     Host/LAN Access Option 1, Customer will be responsible for any additional
     charges from WorldCom for the provision of additional virtual circuits,
     under the terms and conditions of its agreement under which the existing
     services were acquired. Optional Internet Connectivity will be eligible for
     discounts under the "Other" column as described in the Discounts section
     below.


<TABLE>
<CAPTION>
                          Optional Internet Connectivity
--------------------------------------------------------------------------------
Frame Relay
--------------------------------------------------------------------------------
    Port Speed        Monthly Recurring       per 16 Kbps PVC          Install
    ----------        -----------------       ---------------          -------
<S>                   <C>                     <C>                      <C>
      56/64                 [ * ]                  [ * ]               $  250
        128                 [ * ]                  [ * ]               $  500
        256                 [ * ]                  [ * ]               $  500
        384                 [ * ]                  [ * ]               $  500
        512                 [ * ]                  [ * ]               $  500
        768                 [ * ]                  [ * ]               $  500
       1024                 [ * ]                  [ * ]               $  500
       1544                 [ * ]                  [ * ]               $  500
--------------------------------------------------------------------------------

<CAPTION>
ATM                                             per 1 MB PVC
                                                ------------
<S>                   <C>                     <C>                      <C>
        45                  [ * ]                  [ * ]               $3,000
</TABLE>


9.   Non-refundable Security Deposit. Customer agrees to provide a one-time
     Non-refundable Security Deposit payment of $150,000 upon execution of this
     Agreement. GridNet will credit Customer's account and apply charges under
     this Agreement against this credit.

10.  Monthly Commitment. The Monthly Commitment is shown in the table below and
     is the net billed revenue for Services invoiced under this Agreement. The
     Monthly Commitment will apply each


Page 2 of 6
<PAGE>   3
     contract month. If, during the first 12 contract months, Customer fails to
     satisfy the Monthly Commitment for any reason, the shortfall will be added
     to the Monthly Commitment in the corresponding month of the third contract
     year (contract months 25 through 36). For example, if Customer's net billed
     revenue for the fifth contract month is $25,000, the commitment is $30,000,
     then the shortfall would be $5,000. This shortfall of $5,000 will be added
     to the Monthly Commitment of the 29th contract month (the fifth contract
     month of the third contract year), such that the 29th contract month
     Monthly Commitment would be $105,000. If, after the first 12 months of the
     Term, Customer fails to satisfy the Monthly Commitment for any reason, in
     addition to all other applicable charges, Customer shall pay to GridNet an
     additional amount equal to the difference between the Monthly Commitment
     and Customer's actual Service charges.


<TABLE>
<CAPTION>
                               Monthly Commitments
                   --------------------------------------------
                   Contract Month            Monthly Commitment
                   --------------            ------------------
<S>                                          <C>
                   Months 1 - 2                          0
                   Months 3 - 4                   $ 10,000
                   Months 5 - 6                   $ 30,000
                   Months 7 - 9                   $ 60,000
                   Months 10 - 53                 $100,000
</TABLE>


11.  Discounts. The following Discount Eligibility Table shows which product and
     rate elements are eligible for the Discounts in the Discount Schedule, also
     below. Customer's level of discounts is based on their Monthly Volume of
     Services. The Monthly Volume of Services is the gross billed charges for
     all usage and monthly recurring charges, except local access charges. The
     Monthly Volume of Services does not include any non-recurring charges or
     local access charges. The Customer will be forward priced to the $100,000
     Monthly Volume of Service level for the first twelve (12) contract months,
     regardless of their actual volume. Domestic discounts apply only to usage
     from within the 48 contiguous US states. International discounts apply to
     all other usage charges. "Other" discounts apply to all non-usage charge
     elements specified as eligible for discount in the table below, unless
     noted otherwise.


<TABLE>
<CAPTION>
                           Discount Eligibility Table
--------------------------------------------------------------------------------
IntraConnect                                                            Eligible
------------                                                            --------
<S>                                                                     <C>
Local Dial Usage                                                           Yes
800 Dial Usage                                                             Yes
Monthly Service Fee                                                        Yes
Virtual NOC Charges                                                        Yes
Setup Fee                                                                  Yes
Dedicated Host/LAN Monthly Recurring Charges                               Yes
Monthly Recurring Ancillary Charges                                        Yes
Monthly Recurring DNS Charges                                              Yes
Non-recurring Charges                                                      Yes
Local Access Charges (Monthly and Install)                                 No
</TABLE>


Page 3 of 6
<PAGE>   4
<TABLE>
<CAPTION>
                                     Volume Discount Schedule
-----------------------------------------------------------------------------------------------
                                                          Charge Element
                                  -------------------------------------------------------------
Monthly Volume of Services        IntraConnect     International     Host/LAN Access      Other
--------------------------        ------------     -------------     ---------------      -----
<S>                               <C>              <C>               <C>                  <C>
   $ 10,000   to   $ 14,999           [ * ]            [ * ]              [ * ]           [ * ]
   $ 15,000   to   $ 19,999           [ * ]            [ * ]              [ * ]           [ * ]
   $ 20,000   to   $ 29,999           [ * ]            [ * ]              [ * ]           [ * ]
   $ 30,000   to   $ 39,999           [ * ]            [ * ]              [ * ]           [ * ]
   $ 40,000   to   $ 49,999           [ * ]            [ * ]              [ * ]           [ * ]
   $ 50,000   to   $ 74,999           [ * ]            [ * ]              [ * ]           [ * ]
   $ 75,000   to   $ 99,999           [ * ]            [ * ]              [ * ]           [ * ]
   $100,000   to   $149,999           [ * ]            [ * ]              [ * ]           [ * ]
   $150,000   to   $199,999           [ * ]            [ * ]              [ * ]           [ * ]
   $200,000   to   $249,999           [ * ]            [ * ]              [ * ]           [ * ]
             Over  $250,000           [ * ]            [ * ]              [ * ]           [ * ]
</TABLE>


12.  Virtual NOC. Customer may elect to purchase Virtual NOC features under this
     Agreement. Rates for Virtual NOC are listed in the table immediately
     following.


<TABLE>
<CAPTION>
                               Virtual NOC Charges
--------------------------------------------------------------------------------
Service Option                                          One-Time         Monthly
--------------                                          --------         -------
<S>                                                     <C>              <C>
Service Package - Includes all Options                   $1,475           $995
qwikINFO                                                 WAIVED          WAIVED
qwikVIEW                                                  $550            $395
Remote IP Console                                         $975            $395
Alarm Service                                             $500            $395
Denied Access Alarm Service                              WAIVED            $50
</TABLE>


13.  Domain Name Service Charges. Customer may elect to purchase Domain Name
     Services (DNS) in conjunction with IntraConnect under this Agreement. Rates
     for DNS are listed in the table immediately following. Charges cover up to
     10 DNS zones. Each additional 10 DNS zones will incur an additional onetime
     and monthly recurring charge.


<TABLE>
<CAPTION>
DNS Service                                             One-time (setup and change)      Monthly
-----------                                             ---------------------------      -------
<S>                                                     <C>                              <C>
Primary DNS  Forward or Reverse, Public or Private                 $250                    $50
Secondary DNS  Forward or Reverse, Public or Private               $100                  Waived
</TABLE>


14.  Ancillary Charges. During the term of the Agreement, the following
     ancillary charges will apply as indicated in the Ancillary Charges table
     below.

     -    An Order Expedite Charge applies when Customer requests a service
          activation date shorter than GridNet's standard order intervals, which
          are shown in the table immediately following. If an Order Expedite
          Charge applies, GridNet will use reasonable efforts to activate
          Customer's service by the requested activation date or as soon as
          possible thereafter, and in no way guarantees a service activation
          date. Otherwise, GridNet will use reasonable efforts to provide
          service activation within its standard order intervals following
          receipt of Customer's order, or the requested delivery date, whichever
          is later. This interval will be extended by the time it takes to
          address activation errors, obtain from Customer a complete and
          accurate order or obtain service


Page 4 of 6
<PAGE>   5

          from the local exchange provider in the event Customer requests local
          access service activation through GridNet.


<TABLE>
<CAPTION>
                      Standard Service Activation Intervals (Calendar Days)
-----------------------------------------------------------------------------------------------
Order Type                                   Days    Order Type                          Days
----------                                   ----    ----------                          ----
<S>                                           <C>    <C>                                 <C>
New Service, New Frame Relay Port             37     New Service, New ATM Port            60
New Service, Existing Frame Relay Port        21     New Service, Existing ATM Port       21
Existing Service, Additional PVC              14     Secondary DNS Setup                   7
Increase PVC CIR                              14     Primary DNS Setup and Changes         7
Increase Frame Relay Port Speed               37     Virtual NOC                           7
Additional Packet Filters                     14     Additional Service ID                 7
Change Packet Filters                         14
</TABLE>


     -    Additional Packet Filters are sets of rules governing the routing of
          dial access sessions and are associated with a specific Service ID.

     -    A Local Dial Access Service Request charge applies to each order in
          which Customer has requested that GridNet supply the Local Exchange
          Carrier local loop under Dedicated Host/LAN Option 3.

     -    One Service ID is included with IntraConnect. Each additional Service
          ID will be invoiced at the rates in the following table.

     -    Each request by the Customer to modify a Packet Filter, after initial
          configuration, will incur the Packet Filter Change charge.

     -    An order cancellation charge will apply to each order canceled after
          submission to GridNet but prior to Service Activation.

     -    Charges for access to daily call detail records placed on GridNet's
          ftp site are specified in table immediately following.


<TABLE>
<CAPTION>
                                   Ancillary Charges
-------------------------------------------------------------------------------------------
Item                                          One-Time                   Monthly
----                                          --------                   -------
<S>                                       <C>                  <C>
Order Expedite Charge                      $200 per Order                  N/A
Additional Packet Filters                       $745                       $200
Local Access Service Request                    $50                        N/A
Additional Service IDs                          $195                      Waived
Packet Filter Change                      $250 per Change                  N/A
Order Cancellation                              $250                       N/A
Daily Call Detail Reporting via ftp             $250           $75 plus $0.50 per 1000 CDRs
</TABLE>


15.  Material Extent. If Customer terminates this Agreement or ceases to use
     Service to any material extent, Customer agrees to pay GridNet an amount
     equal to the value of the sum of all monthly commitments for each month or
     partial month remaining in the Term.



The Terms and Conditions detailed in the GridNet International, Inc. Data
Communications Products and Services Terms and Conditions document dated
February 1998 ("Terms and Conditions") hereby incorporated into this document by
reference.

Any notices required to be given in conjunction with this agreement as detailed
in Terms and Conditions shall be sent to the addresses listed following the
parties' hereto signatures.


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<PAGE>   6
IN WITNESS WHEREOF, the parties have executed these Program Enrollment Terms on
the date first written above.



GRIDNET INTERNATIONAL, INC.                    INTELISPAN, INC.


By:   /s/ Lee Provow                           By:   /s/ Peter Nelson
    -----------------------------                  -----------------------------
             (Signature)                                    (Signature)

         Lee Provow  Ex. V.P.                           Peter Nelson, CEO
    -----------------------------                  -----------------------------
        (Printed Name, Title)                          (Printed Name, Title)

Address:                                       Address:

1000 Holcomb Woods Parkway                     8220 East Gelding Drive
Suite 342                                      Scottsdale, Arizona  85260
Roswell, Georgia 30076


Page 6 of 6
<PAGE>   7
                           GRIDNET INTERNATIONAL, INC.

                               DATA COMMUNICATIONS

                   PRODUCTS AND SERVICES TERMS AND CONDITIONS

         THESE DATA COMMUNICATIONS PRODUCTS AND SERVICES TERMS AND CONDITIONS
dated February 1998 apply to each and every agreement for products and services
entered into between GridNet International, Inc. and Customer. These Terms and
Conditions apply when GridNet agrees to provide and Customer agrees to accept
data communication products, transaction services, enhanced network services
and/or other associated services (collectively the "Services"), (i) in
conformity with each Service Order (described below) which is accepted
hereunder, and (ii) subject to the terms and conditions contained in the Program
Enrollment Terms ("PET"). These Terms and Conditions may be attached to or
referenced by either and are thereby incorporated therein by reference.

         In the event of a conflict between these Terms and Conditions, the PET
and the Service Order(s), the following order of precedence will prevail: (1)
PET, (2) the Terms and Conditions, and (3) Service Order(s). Collectively, the
Terms and Conditions and the PET, together with any Service Order(s) are
referred to herein as the "Agreement". The PET and the Service Order(s) are
collectively referred to herein as "Service Request."

1.   Term.

     (A) Effective Date. This Agreement shall be effective between the parties
         as of the date first written in the Service Request (the "Effective
         Date") and shall continue for the period of time set forth in the
         Service Request including any extensions thereof (the "Term

     (B) PET. The PET, as subscribed to by the parties, shall set forth the
         charges for Services due under this Agreement, Customer's Monthly
         Commitment, and other information necessary to provide the Service
         under this Agreement.

     (C) Start of Service. GridNet's obligation to provide and customer's
         obligation to accept and pay for non-usage sensitive charges for
         Service shall be binding to the extent provided for in this Agreement
         upon the submission of an acceptable Service Request to GridNet by
         Customer. Customer's obligation to pay for usage sensitive charges for
         Services shall commence as of the date the Service is made available to
         Customer and used (collectively "Start of Service").

     (D) Service Order. Customer's request to initiate or cancel Services shall
         be described in an appropriate GridNet Service Order. Service Order may
         consist of original GridNet Service Order forms signed by Customer,
         facsimiles of Customer signed GridNet Service Order forms or other
         means approved by GridNet. Further, Service Orders shall specify all
         reasonable information, as determined by GridNet, necessary or
         appropriate for GridNet to provide the Service(s) in question. Any
         other terms and conditions that are typed, printed or otherwise
         included in any Service Request shall be deemed to be solely for the
         convenience of the parties unless initialed by an authorized GridNet
         Representative, and no action by GridNet (including, without
         limitation, provision of Service to Customer pursuant to such Service
         Request) shall be construed as binding or estopping GridNet with
         respect to such term or condition, unless the Service Request
         containing said specific term or condition has been signed by an
         Authorized Representative of GridNet.




2.   Cancellation.
<PAGE>   8
     (A) Cancellation Charge. After a Service Request is accepted by GridNet,
         Customer may cancel all or a portion of the Service described therein
         if Customer provides written notification thereof to GridNet prior to
         the installation of such service and subject to the Cancellation
         Charges in the Program Enrollment Terms. After a Service is accepted by
         Customer, Customer may cancel all or a portion of the Service described
         therein if Customer provides written notification thereof to GridNet
         thirty (30) days in advance of the effective date of cancellation. In
         such case, Customer shall pay to GridNet all charges for Service
         provided through the effective date of such cancellation plus a
         cancellation charge determined as follows: (i) if the Service
         Commitment Period for the canceled Service is one (1) year or less,
         then the cancellation charge shall be an amount equal to the balance of
         the monthly Service charges (then in effect at the time of
         cancellation) for such canceled service that otherwise would have
         become due for the unexpired balance of the Service Commitment Period
         (but in no event less than zero); (ii) if the Service Commitment Period
         for the canceled Service is longer than one (1) year and such
         cancellation becomes effective prior to completion of the first year of
         the Service Commitment Period, then the cancellation charge shall be an
         amount equal to seventy-five percent of the balance of the monthly
         Service charges (then in effect at the time of cancellation) for such
         canceled Service that otherwise would have become due for the unexpired
         portion of the first year of the Service Commitment Period plus fifty
         percent (50%) of the balance of such monthly Service charges for the
         remainder of the Service Commitment Period beyond the first year; and,
         (iii) if the Service Commitment Period for the canceled Service is
         longer than one (1) year and such cancellation becomes effective after
         completion of the first year of the Service Commitment Period, then the
         cancellation charge shall be an amount equal to thirty percent (30%) of
         the balance of the monthly Service charges (then in effect at the time
         of cancellation) for such canceled Service that otherwise would have
         become due for the unexpired portion of the Service Commitment Period.
         In the event monthly Service charges are not fixed, monthly Service
         charges shall be the average charges for usage of Services canceled
         over the preceding three (3) months.

     (B) Liquidated Damages. It is agreed that GridNet's damages in the event
         Customer cancels Service shall be difficult or impossible to ascertain.
         The provision for a cancellation charge in Subsection 2(A) above is
         intended, therefore, to establish liquidated damages in the event of a
         cancellation and is not intended as a penalty.

     (C) Cancellation Without Charge. Notwithstanding anything to the contrary
         contained in Subsection 2(A) above, Customer may cancel this Agreement
         without incurring any cancellation charge if (i) GridNet fails to
         provide the Services contracted for under this Agreement; or (ii)
         GridNet fails to provide a network as warranted in Section 8. Customer
         must, however, give GridNet written notice of any such default as
         detailed in (i) or (ii) above and an opportunity to cure such default
         within twenty-four (24) hours of the notice. Default is defined here as
         a problem with the service to be provided or with the network which is
         controllable by GridNet, not a result of a force majeure occurrence or
         that of a Local Exchange Carrier ("LEC"). In the event GridNet fails to
         cure any such default within the twenty-four (24) hour period on more
         than three (3) occasions within any six (6) month period, Customer may
         cancel this Agreement without incurring any cancellation charge.
         Additionally, if GridNet fails to cure any default, after notice,
         within three (3) days, Customer may cancel this Agreement without
         incurring any cancellation charge.

     (D) Additional Charges. In the event of any cancellation described in
         section 2(A), Customer shall also pay GridNet an amount equal to any
         termination charges, expenses, fees or penalties incurred by GridNet
         due to cancellation of Local Access plus any other costs, expenses or
         charges incurred and billed to GridNet as a direct result of Customer's
         cancellation.


3.   Customer's Responsibilities.

     (A) Expedite Charges. In the event Customer requests expeditious Service
         and/or changes to Service Orders and GridNet agrees to such request,
         GridNet will pass through the charges assessed by any supplying parties
         involved at the same rate to Customer. GridNet may further condition
         its performance of such request upon Customer's payment of additional
         charges to GridNet.
<PAGE>   9
     (B) Fraudulent Transactions. Customer shall indemnify and hold GridNet
         harmless from all costs, expenses, claims or actions arising from
         fraudulent transactions or use of Services which may comprise a portion
         of the Service to the extent that the party claiming the transaction(s)
         or use of Services in question to be fraudulent is an End User of the
         Service through Customer or an End User of the Service through
         Customer's distribution channels. Customer shall not be excused from
         paying GridNet for Services provided to Customer or any portion thereof
         on the basis that fraudulent transactions or use of Services comprised
         a corresponding portion of the Service. In the event GridNet discovers
         fraudulent transactions or use of Services occurring (or reasonably
         believes such), nothing contained herein shall prohibit GridNet from
         taking immediate action (without notice to Customer) that is reasonably
         necessary to prevent such fraudulent use of Services from taking place,
         including without limitation, denying or terminating Service to and
         from specific locations.

     (C) Preparation. In conformity with each Service Request which is accepted
         hereunder, Customer shall (a) provide all necessary preparations
         required to comply with GridNet's installation and maintenance
         specifications, (b) be responsible for the costs of relocation of
         Service once installed by GridNet, and (c) provide to GridNet and the
         suppliers of communications lines reasonable access to Customer's
         premises to perform any acts required by this Agreement. Customer or
         Customer's suppliers have sole responsibility for installation, testing
         and operation of facilities, services and equipment other than that
         specifically provided by GridNet as part of the Service described in a
         Service Request ("Customer Facilities"). In no event will the untimely
         installation or non-operation of Customer Facilities (including Local
         Access when Customer is responsible therefor and customer premise
         equipment) relieve Customer of its obligation to pay charges for the
         Service as of Start of Service, unless GridNet has failed to properly
         install or provide industry standard equipment.

     (D) Use of Equipment. Customer shall properly use Equipment provided by
         GridNet and shall surrender the Equipment not purchased by the Customer
         to GridNet upon expiration or termination of the Agreement. Except for
         purchased Equipment, Customer shall be liable for any and all damage to
         or loss of Equipment located on Customer's premises.

     (E) Use of Products and Services. Customer shall not, nor shall it permit
         or assist others to: (i) use Services for any purpose other than that
         for which they are intended or in violation of the law or in aid of any
         unlawful act, (ii) use Services so as to interfere with the use of the
         GridNet network by other customers or authorized users, (iii) use
         Services to access, alter, destroy or any attempt thereof any
         information of another GridNet customer, (iv) fail to maintain a
         suitable environment specified by GridNet, to the extent Customer has
         control of the environmental conditions, (v) use Services in violation
         of GridNet's Acceptable Use Policy, as modified from time to time,
         which is publicly available at GridNet's website, or (vi) alter, tamper
         with, adjust or repair the Services. Upon the occurrence of any of the
         above, GridNet shall be completely released from any liability or
         obligation (including any warranty or indemnity obligation) to Customer
         relative to the Services and this Agreement, and Customer shall be
         liable to GridNet for costs or damages incurred by GridNet resulting
         therefrom. Notwithstanding the aforementioned, Customer can alter,
         adjust or repair the Service where GridNet is in Default of its
         obligations under this Agreement and Customer can mitigate its damages
         by such activity.

4.   Billing Policy, Charges and Payment terms.

     (A) Billing Policy.

     (i) Customers will be responsible for all Calls which are authorized and
         authenticated by the GridNet Network Access Control (GNAC) for User
         ID/passwords under the Customer's Service ID, except for calls from
         temporary User IDs setup under the GridNet Test Account policy
         (paragraph iv). Customer will be responsible for maintaining the User
         ID/passwords under it's Service ID in GNAC. GridNet will assist
         Customer in deterring fraudulent use of network services but Customer
         is responsible to deactivate the User ID in GNAC if Customer suspects
         fraudulent use of a User ID/password under its Service ID.
<PAGE>   10
     (ii)   The start time for Calls will be based on the timestamp in GNAC
            system, which occurs when a User ID/password has been authenticated.
            The end time for Service will be based on the GNAC timestamp when
            the Call is terminated (the modem's drop carrier). Each Call is
            measured in one minute increments with a one minute minimum with
            fractional minutes rounded up to the next higher minute increment.
            Invoicing will summarize usage in hours, which will be the sum of
            all billable call minutes divided by 60 to convert to hours.

     (iii)  GridNet's single billing cycle is based on the calendar month,
            starting at 12:01 am on the first day of the month and completing at
            12:00 midnight on the last day of the month. Dial access calls which
            span two billing cycles will be accounted for in the month in which
            the call completes. For example, a call which starts at 11:30 p.m.
            on January 31st and lasts for one hour until 12:30 am on February
            1st will be billed in the February billing cycle.

     (iv)   Upon GridNet's acceptance of an initial service order for Services,
            GridNet will establish Test Accounts under the Customer's Service ID
            for the purpose of allowing authorized representatives of Customer
            to test and evaluate the performance of GridNet's dial access
            network. The Test Accounts will provide unlimited dial access usage
            at no charge to the Customer. The Test Accounts will automatically
            deactivate after 30 days.

     (v)    GridNet will provide a software utility to Customer for secure
            maintenance of the User ID/passwords under its Service IDs.
            Customer's specified Supervisory User ID/password is to be used to
            connect to GNAC via a permanent virtual circuit setup between
            Customer's remote system and GNAC. If Customer is unable to
            establish a connection to GNAC, Customer may contact GridNet's 24
            hour customer service 800 number to deactivate User IDs suspected of
            unauthorized or fraudulent activity.

     (vi)   If Customer is billed on a Per User basis, GNAC does not allow
            simultaneous logins of the same User ID. Customers whose dial access
            usage is billed solely on a usage sensitive basis (i.e., per hour)
            are permitted to have simultaneous logins of the same User
            ID/password (multiple users using the same User ID). In this case,
            it is possible for the usage associated with a given User
            ID/password to exceed clock time (for example, the usage associated
            with a user ID could exceed 24 hours in a single day).

     (vii)  Customers whose dial access usage is billed on a Per User basis are
            NOT authorized to permit multiple end users from using the same User
            ID. Customers billed in this manner are required to restrict the use
            of User ID/passwords by individuals accessing the network from a
            single terminal at any one time. Customer is responsible with
            enforcement of this policy with the End Users. If GridNet detects
            simultaneous logins by a User ID billed on fixed rate basis, GridNet
            reserves the right to deactivate the User ID. GridNet shall notify
            Customer of such action as soon as possible following such
            deactivation.

     (viii) Flat rate per user charges will be assessed for each User IDs that
            authorized for use in GNAC, whether or not the User ID had actual
            usage during the billing cycle.

     (ix)   PROVIDED GRIDNET IS READY, WILLING, AND ABLE TO DELIVER THE SERVICE,
            CUSTOMER'S BILLING START DATE FOR FIXED MONTHLY RECURRING CHARGES
            WILL BE THE EARLIER OF: 1) CUSTOMER REQUEST DATE ON THE ORDER FORM;
            OR 2) THE DATE CUSTOMER ACCEPTS THE SERVICE. OTHERWISE, CUSTOMER'S
            BILLING START DATE FOR FIXED MONTHLY RECURRING CHARGES WILL BE THE
            DATE THAT GRIDNET IS READY, WILLING, AND ABLE TO PROVIDE THE
            SERVICE.


When configuration changes occur during a billing cycle that would change the
fixed monthly recurring charge, Customer charges will be prorated by percentage
of each Service used during the month. The charges will be calculated according
to the following formula for each type of Service provided: (Number of days
service provided)

<PAGE>   11
             Fixed Monthly
------------------------------------------      X        Recurring Charge
         Number of days in month

     (B)    Payment.

     (i)    Payment for all pro-rated monthly recurring charges (charges for
            monthly Service provided for less than a calendar month),
            installation and other non-recurring charges shall be due on the
            first day of the month following the month in which the Service was
            provided or upon receipt of an invoice whichever is later. Payment
            for all monthly recurring charges for full months during which the
            Service is to be provided following Start of Service shall be due in
            advance on the first day of that month.

     (ii)   GridNet's invoice to Customer will be computed each calendar month
            in advance of the due date for charges as provided above and as of a
            billing cut-off date determined by GridNet ("GridNet Billing Cut-Off
            Date"). The invoice date shall not be determinative of the billing
            cut-off date used by GridNet in the preparation of any particular
            invoice. Customer will be invoiced at the GridNet Billing Cut-Off
            Date for usage based charges. Payment for usage based invoices is
            due within thirty (30) days of the invoice date.

     (iii)  For new orders submitted in which installation charges apply,
            Customer may be required to submit payment for all installation
            charges in full before the order will be processed, otherwise,
            charges will be due as set forth in (i) above.

     (iv)   Customer agrees to remit payment to GridNet at the remittance
            address indicated on GridNet invoices to Customer. In the event
            Customer fails to pay GridNet's invoice in full or remit payment to
            the proper address on or before thirty (30) days after the due date,
            Customer shall also pay a late fee in the amount of the lesser of
            one and one-quarter percent (1-1/4%) of the unpaid balance per month
            or the maximum lawful rate under applicable state law.
            Notwithstanding the foregoing, late fees shall apply to, but shall
            not be due and payable for, amounts reasonably disputed by Customer
            as detailed below in Section (F).

     (C)    Invoices. GridNet's invoices will be mailed prior to the tenth day
            of the calendar month. Variable monthly recurring charges (usage
            sensitive, user sensitive, etc.) will be included on the following
            month's invoice. Fixed monthly recurring charges and non-recurring
            charges will be billed in advance. For example: A customer's invoice
            created on or about January 5th would include variable monthly
            recurring charges for the December billing cycle and fixed monthly
            recurring and non-recurring charges for the January billing cycle.
            The period of any other charges or adjustments on the invoice will
            be identified on the invoice by line item. GridNet will make every
            effort to invoice Service calls during the month the Service call
            occurred; however, it is possible that either individual or
            summarized calls may not be invoiced in the cycle in which they
            occur. Customer acknowledges with the receipt of a summarized
            invoice that the call detail may not be directly associated with
            calls completed in that month. Invoices will be calculated based on
            GridNet's month end tabulation of billable service usage
            irrespective of daily, weekly, bi-weekly or other data generated and
            transferred to Customer for its information purposes. GridNet agrees
            that all invoice data transferred to Customer by tape or in other
            electronic format will be equivalent in all respects to the invoiced
            amounts reflected on each monthly invoice.

     (D)    Taxes. Customer acknowledges and understands that GridNet computes
            all charges herein exclusive of any applicable federal, state or
            local use, excise, gross receipts, sales and privilege taxes,
            duties, fees or similar liabilities (other than general income or
            property taxes), whether charged to or against GridNet or Customer
            because of Service furnished to Customer ("Additional Charges").
            Customer shall pay such Additional Charges in addition to all other
            charges provided for herein.

     (E)    Modification of Services. GridNet reserves the right to eliminate
            Service offerings and/or modify charges for Service offerings (which
            charge modifications shall not exceed then-current generally
            available GridNet charges for comparable services), upon not less
            than sixty (60) days prior notice to Customer, which notice will
            state the effective date for the charge modifications. In the event
            GridNet notifies Customer of the elimination of a Service offering
            and/or an increase in the charges, Customer may terminate this
            Agreement, without incurring a cancellation charge only with respect
            to the Service offering affected by the increase in
<PAGE>   12
            charges. In order to cancel that offering, Customer must notify
            GridNet, in writing, at least thirty (30) days prior to the
            effective date of the increase in charges. Further, in the event
            Customer cancels its Service as described in this Subsection 4(E),
            GridNet and Customer agree to negotiate in good faith concerning
            Customer's Minimum Monthly Commitment and Annual Commitment, if any,
            described in the PET or Service Order.

     (F)    Billing Disputes. For a Customer to dispute an amount owed, Customer
            must pay all undisputed charges on or before the due date and submit
            to GridNet within twenty-five (25) days of the due date, a written
            statement of any billing discrepancies to GridNet in reasonable
            detail. Within fourteen (14) business days of receipt of the written
            statement, GridNet will respond to the disputed charges by either
            providing Customer with detail supporting the imposition of the
            charges or crediting the Customer's account. In the event GridNet
            finds that the charges are owed and Customer continues to disagree,
            Customer agrees to negotiates in good faith with GridNet for the
            purpose of resolving such disputes within thirty (30) days of
            GridNet's response regarding the billing disputes. Late fees paid
            shall be credited on all amounts paid on charges determined to be
            incorrect. In the event the dispute cannot be resolved with such
            thirty (30) day period (unless GridNet has agreed in writing to
            extend such period) the amount is considered owed, and this
            provision shall not be construed to prevent Customer from pursuing
            any legal remedies. GridNet shall not be obligated to consider any
            customer notice of billing discrepancies which are received by
            GridNet more than twenty-five (25) days following the Due Date of
            the invoice in question.

     (G)    Suspension of Service. In the event payment in full is not received
            from Customer on or before thirty (30) days following the due date
            with respect to undisputed amounts or on or before ninety (90) days
            following the due date with respect to amounts reasonably disputed
            in accordance with the prescriptions of Subsection 4(F), GridNet
            shall have the right, after giving Customer ten (10) days notice
            ("Suspension Notice") and an opportunity to cure, to suspend all or
            any portion of the Service to Customer, or upon subsequent notice,
            all or any additional portions of the Service to Customer; and, in
            either event, until such time as Customer has paid in full all
            charges then due, including any late fees as specified herein.
            Following such payment, GridNet shall be required to reinstitute
            Service to Customer only upon the provision by Customer to GridNet
            of satisfactory assurance (such as a deposit) of Customer's ability
            to pay for Service and Customer's advance payment of the cost of
            reinstituting Service. If Customer fails to make such payment by a
            date determined by and acceptable to GridNet, Customer will be
            deemed to have canceled the suspended Service effective the date of
            such suspension. Such cancellation shall not relieve Customer for
            payment of applicable cancellation charges as described in Section
            2.

5.   Credit. Customer's execution of this Agreement signifies Customer's
     acceptance of GridNet's initial and continuing credit approval procedures
     and policies. GridNet reserves the right to withhold initiation or full
     implementation of Service under this Agreement pending GridNet's initial
     satisfactory credit review and approval thereof which may be conditioned
     upon terms specified by GridNet, including but not limited to, security for
     payments due hereunder in the form of cash deposit or other means. GridNet
     reserves the right to modify its requirements, if any, with respect to any
     security or other assurance provided by Customer for payments due hereunder
     in light of Customer's actual usage when compared to projected usage levels
     upon which any security or assurance requirement was based.

6.   Creditworthiness. If at anytime there is a material adverse change in
     Customer's creditworthiness, then in addition to any other remedies
     available to GridNet, GridNet may elect, in its sole discretion, to
     exercise one or more of the following remedies: (i) cause Start of Service
     for Service described in a previously executed Service Request to be
     withheld; (ii) cease providing Service pursuant to a Suspension Notice;
     (iii) decline to accept a Service Request or other requests from Customer
     to provide service or acceptance of a Service Request unless Customer's
     gives an assurance of payment which shall be a deposit or such other means
     to establish reasonable assurance of payment. An adverse material change in
     Customer's creditworthiness shall include, but not be limited to: (a)
     Customer's default of its obligations to GridNet under this or any other
     agreement with GridNet; (b) failure of Customer to make full payment of
     undisputed charges due hereunder on or before the Due Date on three (3) or
     more occasions during any period of twelve (12) or fewer months or
     Customer's failure to make such payment on or before the Due Date in any
     two (2) consecutive months; (c) acquisition of Customer (whether in whole
     or by majority or controlling interest) by an entity which is insolvent,
     which is subject to
<PAGE>   13
     bankruptcy or insolvency proceedings, which owes past due amounts to
     GridNet or any entity affiliated with GridNet or which is a materially
     greater credit risk than Customer; or, (d) Customer's being subject to or
     having filed for bankruptcy or insolvency proceedings or the legal
     insolvency of Customer.

7.   Remedies for Breach. In the event Customer is in breach of this Agreement,
     including without limitation, failure to pay charges due hereunder by the
     date stated in the Suspension Notice described in Subsection 4(G), GridNet
     shall have the right, after giving Customer five (5) days prior notice, and
     in addition to foreclosing any security interest GridNet may have, to (i)
     terminate this Agreement; (ii) withhold billing information from Customer;
     (iii) retake possession of any and all Products and Services; and/or, if
     applicable (iv) contact the End Users (for whom calls are originated and
     terminated solely over facilities comprising the GridNet network and with
     information provided by Customer at GridNet's request) directly and bill
     such End Users directly until such time as GridNet has been paid in full
     for the amount owed by Customer. If Customer fails to make payment by the
     date stated in the Suspension Notice and GridNet, after giving Customer
     five (5) days prior notice, terminates this Agreement as provided in this
     Section 7, such termination shall not relieve Customer from payment of
     applicable cancellation charges as described in Section 2 above.

8.   Warranty. GridNet warrants to provide, install, operate and maintain
     Products and Services as required herein. GridNet shall not be responsible
     for cabling to connect equipment not provided by GridNet to GridNet's
     Products and Services. GridNet warrants that all Products and Services will
     be in good working order and ready for use on the day installed, and will
     conform to industry standards. Customer's sole remedy for performance or
     non-performance of Products and Services pursuant to a breach of standards
     shall be replacement or repair of Products and Services. GRIDNET MAKES NO
     OTHER WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESS OR IMPLIED,
     INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
     FOR A PARTICULAR PURPOSE OR USE.

9.   Limitation of Liability

     (A) Limited Liability. In no event shall GridNet be liable, either in
         contract or in tort, for protection from unauthorized access of
         Customer's transmission facilities or Customer premise equipment; or
         from unauthorized access to or alteration, theft or destruction of
         Customer's data files, programs, procedure or information through
         accident, fraudulent means or devices, or any other method. Whether
         caused by GridNet or otherwise, GridNet will use reasonable efforts
         under the circumstances to remedy any delays, interruptions, omissions,
         mistakes, accidents, or errors in the Service (hereinafter "Defect" or
         "Defects") and restore the Service. GRIDNET SHALL NOT BE LIABLE FOR ANY
         INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR ANY OTHER DAMAGES, OR FOR
         ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, WHETHER IN CONTRACT
         OR IN TORT, AND CUSTOMER'S SOLE EXCLUSIVE REMEDY SHALL BE AS FOLLOWS:
         Following Start of Service, if Customer reports a Defect to GridNet at
         GridNet's Operations Center and GridNet is unable to restore the
         Service as warranted within four (4) hours of such report, in the case
         of non-usage sensitive charges, Customer shall, upon request directed
         to Customer's designated Customer Service Representative, receive a
         credit at the rate of 1/720th of the monthly charges applicable to the
         affected Service for each hour or major fraction thereof in excess of
         the first eight (8) hours that the affected Service fails to conform to
         the Technical Standards. In the case of usage sensitive charges,
         Customer shall receive a credit under the same terms as for non-usage
         sensitive charges but for an amount equal to 40% of 1/720th of the
         previous month's usage sensitive usage charges.

     (B) Negligence. Except to the extent caused by the negligence of GridNet,
         GridNet shall not be liable for claims or damages resulting from or
         caused by: (i) Customer's fault, negligence or failure to perform
         Customer's responsibility; (ii) claims against Customer by any other
         party; (iii) any act or omission of any other party; or (iv) equipment
         or services furnished by any other party.

     (C) Indemnity. Customer agrees to indemnify, hold harmless, and defend
         GridNet, its directors, officers, agents, employees and/or
         representatives from and against any and all claims, demands, causes of
         action, losses, expenses or liabilities, including reasonable
         attorney's fees, on account of injury or death of any person or loss of
         or damage to any and all property arising, directly or indirectly, out
         of the acts or
<PAGE>   14
         omissions of Customer, any subcontractor, director, officer, agent,
         employee and/or representative of each of them, in the performance of
         any work under this Agreement, except to the extent such cause of
         action, loss, expense or liability is caused by the sole negligence of
         GridNet.

     (D) Exclusive Remedy. Except as otherwise specifically provided for
         herein, the remedies set forth in this Agreement comprise the
         exclusive remedies available to either party at law or in equity.

10.  Force Majeure. If either party's performance of this Agreement or any
     obligation hereunder is prevented, restricted or interfered with by causes
     beyond its reasonable control including, but not limited to, acts of God,
     fire, explosion, vandalism, cable out, terrorism, storm or other similar
     occurrence, any law, order, regulation, direction, action or request of the
     United States government, or state or local governments, or of any agency,
     commission, court, bureau, corporation or other instrumentality of any one
     or more such governments, or of any civil or military authority, or by
     national emergency, insurrection, riot, war, strike, lockout or work
     stoppage or other labor difficulties, or supplier failure, shortage, breach
     or delay, then that party shall be excused from such performance on a
     day-to-day basis to the extent of such restriction or interference. That
     party shall use reasonable efforts under the circumstances to avoid or
     remove such causes of nonperformance and shall proceed to perform with
     reasonable dispatch whenever such cases are removed or cease.

11.  Notices. Notices under this Agreement shall be in writing and delivered by:
     certified mail, return receipt requested; or, a nationwide overnight
     delivery service which provides delivery and receipt verification, to the
     person identified in the Service Request at the offices of the parties or
     as otherwise provided for by proper notice hereunder. Customer shall notify
     GridNet in writing if Customer's billing address is different from the
     address shown on the Service Request. The effective date for any notice
     under this Agreement shall be the date of actual receipt of such notice by
     the appropriate party, notwithstanding the date of mailing.

12.  No-Waiver. No term or provision of this Agreement shall be deemed waived
     and no breach or default shall be deemed excused unless such waiver or
     consent shall be in writing and signed by the party claimed to have waived
     or consented. A consent to waiver of or excuse for a breach or default by
     either party, whether express or implied, shall not constitute a consent
     to, waiver of, or excuse for any different or subsequent breach or default.

13.  Partial Invalidity;  Government Action.

     (A)  Partial Invalidity. If any part of any provision of this Agreement or
          any other agreement, document or writing given pursuant to or in
          connection with this Agreement shall be invalid or unenforceable under
          applicable law, rule or regulation, that part shall be ineffective to
          the extent of such invalidity only, without in any way affecting the
          remaining parts of that provision or the remaining provisions of this
          Agreement. In such event, Customer and GridNet will negotiate in good
          faith with respect to any such invalid or unenforceable part to the
          extent necessary to render such part valid and enforceable.

     (B)  Government Action. Upon thirty (30) days prior notice, either party
          shall have the right, without liability to the other, to cancel an
          affected portion of the Service if any material rate or term contained
          herein and relevant to the affected Service is substantially changed
          (to the detriment of the terminating party) or found to be unlawful or
          the relationship between the parties hereunder is found to be unlawful
          by the highest court of competent jurisdiction to which the matter is
          appealed, the FCC, (if it has jurisdiction), or other local, state or
          federal government authority of competent jurisdiction.

14.  Use of Service. Upon GridNet's acceptance of a Service Request hereunder,
     GridNet will provide the Service specified therein to Customer upon
     condition that the Service shall not be used for any unlawful purpose. The
     provision of Service will not create a partnership or joint venture between
     the parties or result in a joint communications service offering to any
     third parties. Only upon express written consent shall Customer be
     permitted to use GridNet's name, trademarks, tradename, service marks or
     any other intangible property owned by GridNet for the promotion of
     Customer's use of the Service.

15.  Choice of Law; Forum; Limitation.
<PAGE>   15
     (A) Law. This Agreement shall be construed under the laws of the State of
         Georgia without regard to choice of law principles.

     (B) Forum. Any legal action or proceeding with respect to this Agreement
         may be brought in the Courts of the State of Georgia in and for the
         County of Fulton or the United States of America for the Northern
         District of Georgia. By execution of this Agreement, both Customer and
         GridNet hereby submit to such jurisdiction, hereby expressly waiving
         whatever rights may correspond to either of them by reason of their
         present or future domicile. In furtherance of the foregoing, Customer
         and GridNet hereby agree to service by U.S. Mail at the notice
         addresses referenced in Section 11. Such service shall be deemed
         effective upon the earlier of actual receipt or seven (7) days
         following the date of posting.

     (C) Limitation of Action. Any legal action arising out of failure,
         malfunction or defect in Products or Services shall be brought within
         one (1) year of the occurrence.

16.  Proprietary Information.

     (A) Confidential Information. The parties understand and agree that the
         terms and conditions of this Agreement, all documents referenced
         (including invoices to Customer for Service provided hereunder) herein,
         communications between the parties regarding this Agreement or the
         Service to be provided hereunder (including price quotes to Customer
         for any Service proposed to be provided or actually provided
         hereunder), as well as such information relevant to any other agreement
         between the parties (collectively "Confidential Information"), are
         confidential as between Customer and GridNet.

     (B) Limited Disclosure. A party shall not disclose Confidential Information
         unless subject to discovery or disclosure pursuant to legal process, or
         to any other party other than the directors, officers, and employees of
         a party; or a party's agents including their respective brokers,
         lenders, insurance carriers or bona fide prospective purchasers who
         have specifically agreed in writing to nondisclosure of the terms and
         conditions hereof. Any disclosure hereof required by legal process
         shall only be made after providing the non-disclosing party with notice
         thereof in to order permit the non-disclosing party to seek an
         appropriate protective order or exemption. Violation by a party or its
         agents of the foregoing provisions shall entitle the non-disclosing
         party, at its option, to obtain injunctive relief without a showing of
         irreparable harm or injury and without bond.

     (C) Survival of Confidentiality. The provisions of this Section 16 will be
         effective as of the date of this Agreement and remain in full force and
         effect for a period which will be the longer of (i) one (1) year
         following the date of this Agreement, or (ii) one (1) year from the
         termination of all Service hereunder.

17.  Successors and Assignment. This Agreement shall be binding upon and inure
     to the benefit of the parties hereto and their respective successors or
     assigns, provided, however, that Customer shall not assign or transfer its
     rights or obligations under this Agreement without the prior written
     consent of GridNet, which consent shall not be unreasonably withheld, and
     further provided that any assignment or transfer without such consent shall
     be void.

18.  General.

     (A) Survival of Terms. The terms and provisions contained in this Agreement
         that by their sense and contest are intended to survive the performance
         thereof by the parties hereto shall so survive the completion of
         performance and termination of this Agreement, including, without
         limitation, provisions for Indemnification and the making of any and
         all payments due hereunder.

     (B) Headings. Descriptive headings in this Agreement are for convenience
         only and shall not affect the construction of this Agreement.
<PAGE>   16
     (C) Industry Terms. Words having well-known technical or trade meanings
         shall be so construed, and all listings of items shall not be taken to
         be exclusive, but shall include other items, whether similar or
         dissimilar to those listed, as the context reasonably requires.

     (D) Rules of Construction. No rule of construction requiring interpretation
         against the drafting party hereof shall apply in the interpretation of
         this Agreement.

     (E) Legal Fees; Collection Expenses. In the event suit is brought or an
         attorney is retained by GridNet to enforce the terms of this Agreement
         or to collect moneys due hereunder, or to collect money damages for
         breach hereof, it shall be entitled to recover, in addition to any
         other remedy, reimbursement for reasonable attorneys' fees, court
         costs, costs of investigation and other related expenses incurred in
         connection therewith.


19.  Disclosure. Neither party may issue a press announcement or make such other
     public dissemination of information concerning this Agreement without the
     express approval of the other party. Such approval shall not be
     unreasonably withheld.

20.  Entire Agreement. This Agreement consists of (i) all the terms and
     conditions contained herein, and, (ii) all documents incorporated herein
     specifically by reference. This Agreement constitutes the complete and
     exclusive statement of the understandings between the parties and
     supersedes all proposals and prior agreements (oral or written) between the
     parties relating to Service provided hereunder. No subsequent agreement
     between the parties concerning the Service shall be effective or binding
     unless it is made in writing and subscribed to by authorized
     representatives of Customer and GridNet.

These Data Communications Products and Services Terms and Conditions are hereby
agreed to this      day of                     , 1998.

GridNet International, Inc.
                                        ----------------------------------------
By:                                     By:
    ---------------------------------       ------------------------------------
Its:                                    Its:
    ---------------------------------       ------------------------------------