August 17, 1999

This agreement between the Michigan Internet  Communication  Association  (MICA)
and Befirst.com Inc.  (Customer) is a one-year contract for Internet Services as
described below for a twelve-month  period beginning on the date of installation
of  service.  Price  below is for  Internet  service  only and does not  include
telephone  company  circuit  fees.  Invoices for  Internet  service will be sent
quarterly in advance of services rendered. Customer agrees to pay invoices on or
before the due date.  Equipment and installation  fees as quoted separately must
be paid in advance of installation of service.

MICA.net         Customer                                             Start-up                          Billed
Location         Location          Description                        Installation     Per/ Month       Quarterly
                                                                      Costs            Charge
<S>                                 <C>                               <C>              <C>               <C>
Southfield, MI   Southfield, MI    DS3 Hub Service @ (base cost) 9                     $ 16,000.         $ 48,000
                                   Mbps-- 40 Mbps burst
Southfield, MI                     Startup fee: Hardware-- 100 MB     $31,000. +
                                   Fast Ethernet Router Interface/    $10,000. +
                                   Router Processor Interface brd.,   $14,000. +
                                   Watchguard Firewall, DLT Tape      $7,000. +
                                   Dry. Resiliency IP software

Additional bandwidth above the initial 9 Mbps base cost, in 1 Mbps increments
will be billed at an additional $600.00 extra per month.

By signing below, client agrees to the terms and conditions of the Client
Service agreement on the reverse side of this document.

/s/ Norman J. Estigoy          8-18-99       /s/ Craig Pisaris- /s/ Courtney
---------------------------------------           Henderson               Jones
Norman J. Estigoy               Date         -----------------------------------
CEO                                          Customer Signature             Date
Michigan Internet
                                             Craig A. Pisaris / Courtney
                                                -Henderson            Jones
                                             Print Name

                                             President-CFO        / Chairman

                                             BeFirst.com, Inc.
                                             Company Name

                                             12751 Westlines Dr.

                                             Ft. Myers, FL 33913
                                             City, State, Zip

            Michigan Internet 21863 Melrose Ave, Southfield, MI 48076
      ph: (248) 355-1438 / fx: (248) 355-1488 / www.micanet / info@mica.net


                              TERMS AND CONDITIONS

The following terms and conditions  govern the Michigan  Internet  Communication
Association  Ltd.'s ("MICA")  provision of network services  ("Services") to the
company or individual ("Customer") as described on the Client Service Agreement.
The Term  "Services" is limited to the  equipment,  facilities,  programming  or
software  provided  by MICA to  facilitate  MICA  Services  but does not include
special access lines that may be utilized with MICA Services,  or any equipment,
facilities,  programming  or software at the Customer site.  Specifically,  MICA
Services  includes  only  that  portion  of  connections  on  MICA-side  of  the
telecommunications  provider's  demarcation.  In the case of Hub  Services,  the
complete  connection to the Customer  computer system is included.  Hub Services
are defined as network  services to Customer's  computer  systems  co-located at
MICA facility receiving  Internet  services.  If Services are, or become subject
to, a tariff  filed  with the  Federal  Communications  Commission  or any other
regulatory  institution  ("Tariff"),  the terms and  conditions  of such Tariff,
including rates, shall govern Customer's use of the Services.  Customer shall be
responsible  for all connection and local access charges  incurred by MICA which
apply to the  Connection  and if MICA is  providing  Customer  the  local  loop,
Customer will he billed by MICA for such amounts. If MICA in providing the local
loop, the WAN port on Customer's router is the demarcation point. If Customer is
providing its own local loop, the demarcation point is considered to be the port
on  MICA's  router.  Customer  acknowledges  that  is  has  received  a  Product
Specification  Sheet relating to the Connection.  Also, Customer recognizes that
this agreement does not include equipment.

1. TERM. The initial Term begins on the first day of the month following  MICA's
installation  of  MICA-side   equipment  or  facilities  and  Internet   service
established  between MICA and customer routing equipment.  The Term for Services
("Term")  will be 3 years.  After  initial  Term  all  Internet  services  shall
automatically  renew for one month Terms  unless  Customer or MICA  notifies the
other by thirty (30) days written notice that it does not wish to renew.

2. RATES. Rates are as set forth on Client Service Agreement Contract ("Order").
MICA will provide  thirty (30) days written notice of any change in base prices.
Customer is  responsible  for service fees  according to the new base prices for
Customer services  installed based on the most recent Service Order(s).  Billing
shall  commence  on the date  the  Connection  is  activated.  Customer  will be
invoiced  quarterly for all amounts due and owing to MICA.  All payments are due
within 30 days after the date of such invoice.

3. PAYMENT.  Customer agrees to pay all charges  incurred.  Upon receipt of MICA
invoice Charges shall be due on the first day of each calendar  quarter for that
quarter's (three months) service whether or not an invoice is received.  Payment
shall be made in U.S.  Dollars.  Interest  charges of 1 3/4 percent per month or
the highest  rate  permitted  by law will  accrue  daily on all amounts not paid
within  thirty  (30)  days of the date  due.  Customer  will be  deemed to be in
default  hereunder if payment is not  received  within 30 days after the date of
such  invoice,  and in addition,  all  Customer  services  will be  disconnected
without  notice if any amounts are not paid within  thirty (30) days of the date
due.  Customer will pay all sales and use taxes, as well as duties or levies, on
Services.  Customer's  Services  will not be initiated  until  Customer has paid
current  Customer fees,  Services startup fees, and the fees for the first month
of Services.  If Customer wishes to cancel a Service Order before the Service is
initiated,  the  Customer  must  provide  notice to MICA in writing  with return
receipt,  and such notice must be received by MICA prior to Service  initiation.
When a Customer cancels before  initiation,  the first month Service fee will be
refunded but the startup fee will only be refunded when a new Service Order from
any other  Customer  utilizes the  equipment  purchased  with said startup fees.
Because of the  difficulties  and  inconvenience  in attempting to establish the
loss, if Customer  breaches this Client  Service  Agreement  with respect to any
term of this  agreement or  terminates  this contract  early,  MICA reserves the
right,  in  addition  to any other  remedies  which  maybe  available  to it, to
terminate this  agreement and the services  provided to Customer  hereunder.  In
addition,  upon the  occurrence of any breach  hereunder,  75% of the cumulative
total of the balance on this  agreement  shall become due and payable as of that
date as liquidated damages and not as a penalty.  Customer acknowledges that the
amounts payable pursuant to the preceding sentence are equitable compensation to
MICA,  and are intended to reasonably  compensate  MICA for the losses which are
occasioned by Customer's failure to honor its obligations hereunder and that the
exact amount of damages is difficult or impractical to establish.

4.  TERMINATION.  MICA with (30) days prior written  notice may  terminate  this
service agreement at any time.


A. Customer shall at its own expense provide all necessary preparations required
to comply with MICA's installation and maintenance specifications,  and shall be
responsible  for the costs of relocation of any equipment or  telecommunications
circuits once Services are initiated. This includes a circuit from a location of
Customer's choice to MICA router (for all Services except Hub Services), circuit
termination  and  packet  switching  equipment  to connect  Customer  systems or
networks to Services.  For Hub  Services,  Customer  shall  provide the computer
system to locate at MICA facility.

B. Customer shall provide  information  related to Services as requested by MICA
to troubleshoot Services.

C.  Customer  shall not nor shall it permit or assist others to use Services for
any purpose other than that for which they are intended.

D.  Customer  shall  not nor  shall  it  permit  or  assist  others  to abuse or
fraudulently use Services, including but not limited to the following:

1. Obtaining or attempting to obtain  service by any fraudulent  means or device
with intent to avoid payment;

2. Accessing,  altering,  or destroying any information of another MICA Customer
by any fraudulent means or device, or attempting so do so; or

3.  Using  Services  so as to  interfere  with the use of MICA  network by other
Customers or authorized users,  intentionally or not; or in violation of the law
or in aid of any unlawful act.

E.  Customer  acknowledges  that  MICA's  network  may only be used  for  lawful
purposes.  MICA  reserves  the right to, from time to time,  monitor  Customer's
activity.  The transmission of any material in violation of any United States or
State  regulations  is  prohibited.  This  includes,  but  is  not  limited  to,
copyrighted  material,  material  legally  judged to be  threatening or obscene,
material  protected by trade secret or material  that is otherwise  deemed to be
proprietary  or  judged  by  MICA  to  be  inappropriate  or  improper  such  as
unsolicited bulk e-mail  messages.  MICA has zero tolerance for unsolicited bulk
e-mail  messages and reserves the right to terminate the Connection in the event
that MICA  becomes  aware that  Customer,  or persons  making use of  Customer's
services or using the MICA  network for the  distribution  of  unsolicited  bulk
e-mail messages.

F.  Customer  acknowledges  that MICA offers  Customer  access to the  Internet.
Customer hereby acknowledges that the Internet is not owned,  operated,  managed
by or in any way affiliated with MICA or any of its affiliates, and that it is a
separate  network  of  computers,  independent  of MICA.  Customer's  use of the
Internet  is solely at  Customer's  own risk and is  subject  to all  applicable
local,  state,  national and international  laws and regulations.  Access to the
Internet is dependent on numerous  factors,  technologies  and systems,  many of
which are beyond MICA's  authority  and control.

G. Customer  acknowledges  that  access to other  networks  connected  to MICA's
network  must comply with the rules  appropriate  for that other  network.  MICA
exercises no control whatsoever over the content of information  passing through
its network.


A. MICA shall not be responsible for the installation,  operation or maintenance
of equipment or software not provided by MICA; nor shall MICA be responsible for
the  transmission  or  reception  of  information  by  equipment or software not
provided by MICA.

B. Customer shall be responsible for the use and  compatibility  of equipment or
software  not provided by MICA.  In the event that  Customer  uses  equipment or
software  not  provided by MICA that  impairs the  Customer's  use of  Services,
Customer shall nonetheless be liable for payment for Services.  Upon notice from
MICA that the equipment or software not provided by MICA is causing or is likely
to cause hazard,  interference or service obstruction,  Customer shall eliminate
the likelihood of hazard, interference or service obstruction. Customer shall if
necessary pay MICA to troubleshoot  difficulties caused by equipment or software
not provided by MICA.  MICA will notify  Customer by  telephone  before any such
charges are incurred.

C. MICA shall not be responsible  if any changes in Services cause  equipment or
hardware  not  provided  by MICA to become  obsolete,  require  modification  or
alteration,  or  otherwise  affect  performance  of  equipment  or hardware  not
provided by MICA.

D.  MICA  includes  this  terms and  conditions  so that  MICA can  control  the
performance  of MICA network on an  end-to-end  basis and protect MICA  network.
MICA's intent is to manage the router on a Communication basis with Customer for
leased  line  based  services.  This  paragraph  does not apply so dialup or Hub

1. MICA  reserves the right to allow or refuse the make,  model and/or  software
revision of Customer provided router to be used as the gateway to MICA.

2. The Customer  will set the initial  configuration  of the  Customer's  router
interface into MICA network as provided by MICA.

3. Customer must permit MICA to access the router's SNMP variables, and Customer
must, at MICA's request,  permit one or more MICA network  management systems to
be the recipient of SNMP TRAP  messages.

4 Customer  must  offer MICA  read/write  access to the  router's  configuration
tables.  Either Customer or MICA can administer the access controls (i.e., login
and password) to the router's  configuration  editor. MICA will only modify that
part of the  router's  configuration  that  controls  the  interface  into  MICA


A.  MICA  shall  install,  operate  and  maintain  Services.  MICA  shall not be
responsible  for cabling that  connects  equipment  not provided by MICA to MICA

B. MICA warrants that Services will be in good working order and will conform to
MICA's service specifications upon the date installed.  The foregoing warranties
are in lieu of all other  warranties,  express  or  implied,  including  but not
limited  to  the  implied  warranties  of  merchantability  and  fitness  for  a
particular purpose.

For Web Hosting services,  MICA will provide reasonable and industry  acceptable
network security measures to help protect appropriate  customer data files, with
respect to MICA web hosting services.

C.  Customer's  sole  remedy for  performance  or  non-performance  of  Services
pursuant to MICA's  service  specifications  shall be repair or  replacement  of

D. MICA shall not be liable,  either in contract or in tort, for protection from
unauthorized  access of Customer's  transmission  facilities or Customer premise
equipment; or for 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, even should such access occur
as a result of MICA's negligence.

E. MICA shall not be liable for claims or damages  caused by  Customer's  fault,
negligence or failure to perform  Customer's  responsibilities;  claims  against
Customer by any other party;  any act or omission of any other party  furnishing
services;  or  installation  or removal of  equipment  furnished  by any service
provider, except where caused by the gross negligence of MICA.

F. MICA shall not be liable  for  damages to  Customer  equipment  caused by the
negligence or willful acts of MICA's officers,  employees, agents or contractors
for loss through  theft or vandalism of Customer  equipment on MICA's  premises,
and for damages caused by the use of Customer equipment or supplies .

G. For any other claim,  Customer's  damages,  if any, shall be limited to those
actually  proven as  directly  attributable  to MICA,  subject to the  following
limitation: MICA will not be liable under any circumstances for any lost profits
or other consequential damages, even if MICA has been advised of the possibility
of such damages to Customer for any cause whatsoever,  regardless of the form of
action,  and  whether in  contract or in tort,  including  negligence,  shall be
limited to the lesser of $100,000 or the monthly  charges paid for Services from
the date  damages were  incurred,  but in no event more than twelve (12) month's
charges for the Services that cause the damages.

H. Upon default by Customer,  MICA may terminate  Services and retake possession
of Services (before,  during or after action to recover sums hereunder),  retain
all payments made  hereunder,  and recover charges and costs owed by Customer as
well as any other damages MICA may have sustained because of Customer's default.
"Default"  shall  mean  where  Customer   becomes  subject  of  a  voluntary  or
involuntary  bankruptcy,  insolvency,  reorganization or liquidation proceeding;
makes an  assignment  for the  benefit  of  creditors;  admits  in  writing  its
inability  to pay debts when due;  or fails  within ten (10) days after  written
notice to remedy any breach of this Agreement.

I. MICA may interrupt  Customer Services  immediately after an attempt so notify
Customer by telephone at the telephone number of the technical contact specified
on the Service  Order in any event where MICA  Technical  Review  Committee  has
determined  Customer  is  in  breach  of  paragraph  5  subparagraph  B of  this
Agreement.  In the event such action is taken by MICA, Customer Services will be
reinstated when MICA's Technical  Review Committee  determines the condition has
been remedied by Customer.  This  paragraph  takes  precedence  over paragraph 7
sub-paragraph G.


K. Customer  understands  that routine  maintenance and periodic system repairs,
upgrades and reconfigurations may result in temporary impairment or interruption
in service.  As a result,  MICA does not guarantee  continuous or  uninterrupted
service  and  reserves  the  right  from time to time to  temporarily  reduce or
suspend service without notice.

8. INDEMNITIES. MICA its affiliates,  officers, directors, licensees, licensers,
will be  indemnified  and saved  harmless by the  Customer  from and against all
loss,  liability,  damage and expense,  including  reasonable  attorney's  fees,
caused by:

1. Negligent acts or omissions of officers,  employees, agents or contractors of
Customer  that  arise out of or are  caused by the  construction,  installation,
maintenance,  presence,  or  use  or  removal  of  systems,  channels,  terminal
equipment or software not provided by MICA that are  connected to MICA  Services
and that  result in claims and  demands for damages to property or for injury or
death to persons including payments made under any Worker's  Compensation Law or
under any plan for employee's disability or death benefits;

2. Claims for liable, slander, invasion of privacy or infringement of copyright,
and  invasion  and/or  alteration  of private  records or data  arising from any
information, data or message transmitted over the network by Customer.

3. Claims for  infringement  of patents  arising from the use of  equipment  and
software,  apparatus  and  systems  not  provided  by  MICA in  connection  with


A.  Customer  shall not assign or transfer the Order  without the prior  written
consent of MICA. MICA may, however,  assign this Agreement to its parent company
or an affiliate  with thirty (30) days notice.  No Customer is allowed to resell
or redistribute  Internet services provided by MICA including but not limited to
the following services; dial-in asynchronous modem connections, leased line, and
hub services.  Retransmission of Internet  connection services through microwave
and radio waves for reselling is prohibited. MICA may permit Customer to provide
Internet  services to third  parties only under an exclusive  written  agreement
between MICA and Customer.

B. MICA will not be responsible  for  performance of its  obligations  hereunder
where delayed or hindered by war, riots, embargoes,  strikes, or other concealed
acts of workmen  (whether of MICA or  others),  casualties,  accidents  or other
occurrences  beyond MICA's  control.  MICA shall notify Customer in the event of
any of the foregoing occurrences.  Should such occurrence continue for more than
sixty (60) days, MICA or Customer may cancel the Order for the affected Services
with no further liability.

C. The provision of Services by MICA is subject to MICA's continuing approval of
Customer's  creditworthiness.  Customer shall furnish  financial  information as
MICA may from time to time request to determine Customer's credit-worthiness.

D. Any legal action  arising out of failure,  malfunction  or defect in Services
shall be brought within one (1) year of the occurrence or is deemed waived.  Any
and all actions shall be brought in the appropriate court system in the State of

E. This  Agreement  may not be  modified  except  by  written  amendment  by the
parties. No agent,  employee or representative of MICA or Customer has authority
to  bind  the  parties  to  any   representation  or  warranty  unless  such  is
specifically  included  in this  Agreement,  the Order,  or  written  amendments

F. Any notice  required to be given  hereunder  shall be in writing and shall be
deemed  to have  been  delivered  when  deposited  in the  United  States  Mail,
registered or certified  mail,  return receipt  requested with adequate  postage
affixed and addressed to the person set forth in the  signature  block hereto or
to such other  address as either  party may  provide to the other in  accordance
with the provisions hereof. Notices may be sent to the administrative address of
record for the Customer. Notice so MICA shall be to:

               Michigan Internet Communication Association, Ltd.
               P.O. Box 2133, Southfield, MI 41037

Attention: Contract Administration

G. All  users of  Customer  services  are  responsible  for  ensuring  their use
complies  with any  policies  in effect  which may apply to their use.  Further,
users of Customer services are responsible for determining which policies affect
their specific use. This may include but is not limited to the National  Science
Foundation Appropriate Use Policy.

H. Customer is  responsible  for assessing its own need for property,  casualty,
and liability insurance and shall obtain such insurance as it sees fit. Customer
shall  bear  the risk of loss to its own  equipment  and  agrees  to so make any
claims against the others for any property loss.

I. This Agreement shall be governed by the laws of the State of Michigan.

J. Should any part or portion of the Agreement be found invalid,  the balance of
the provisions shall remain unaffected and shall be enforceable.

K. It is  understood  and agreed by the parties  hereto that this  instrument in
conjunction with the Customer Agreement constitutes the entire agreement between
the  parties.  Each  party  hereby  specifically  advises  the  other  that  any
representations inconsistent with the terms and conditions contained herein made
by any  officer,  agent or employee  are wholly  unauthorized  and  specifically

L. It is  understood  and agreed by the parties  hereto that this  instrument in
conjunction with the Customer Agreement constitutes the entire agreement between
the  parties.  Each  party  hereby  specifically  advises  the  other  that  any
representations inconsistent with the terms and conditions contained herein made
by any  officer,  agent or employee  are wholly  unauthorized  and  specifically
repudiated.  The  parties  have  entered  into  this  Agreement  as of the  date
indicated on the first page front.

M.  Neither  party  shall  disclose  any of the  terms  and  conditions  of this
agreement without the prior written notice of the other,  provided,  however, in
any of its sales and  marketing  materials  MICA may  refer to  Customer  as its

N. This  agreement  may be executed in two or more  counterparts,  each of which
shall be  deemed  to be an  original  for all  purposes  hereof. This  agreement
contains  the entire  agreement  of the parties  hereto and with  respect to the
matters covered hereby and supersedes any other prior or simultaneous  agreement
related to such matters.

Michigan Internet                                                    Page 2 of 2

Source: OneCLE Business Contracts.