TERMS FOR DELIVERY OF SERVICE

These  Terms for Delivery of Service ("Terms") apply to and will be considered a
part  of any "Customer Order" signed by Customer for Services delivered by Level
3 Communications, LLC ("Level 3"). These Terms (including the specific terms for
each  Service  as  attached)  are  applicable  to  sales  of Service located in,
originating  or  terminating  in  the  United  States.

SECTION  1.  DEFINITIONS

1.1     AFFILIATE:  An  entity that now or in the future, directly or indirectly
        ----------
controls,  is  controlled  by  or  is under common control with a party to these
Terms.  For  purposes  of  the foregoing, "control" shall mean the ownership of:

(A)     fifty  percent  (50%) or more of the voting power to elect the directors
of  the  company,  or

(B)     fifty  percent  (50%)  or more of the ownership interest in said entity.

1.2     COLOCATION AREA: The location within a Gateway in which Colocation Space
        ----------------
ordered  by  Customer  is  located.

1.3     COLOCATION  SPACE: The location(s) within the Colocation Area of a Level
        ------------------
3  Gateway  where  Customer  is  permitted  to colocate communications equipment
pursuant to a Customer Order accepted by Level 3.

1.4     COMMITTED DATA RATE: The minimum data rate committed by Customer and set
        --------------------
forth in the Customer Order (expressed in Megabits per second (Mbps)).

1.5     CONNECTION  NOTICE: Written notice from Level 3 that the Service ordered
        -------------------
has  been  installed  by  Level  3  pursuant to the Customer Order, and has been
tested  and  is  functioning  properly.

1.6     CUSTOMER:  The  person  or  entity  identified  as the "Customer" on any
        ---------
Customer  Order.

1.7     CUSTOMER  COMMIT  DATE:  The  date  that  Service  will  be available to
        -----------------------
Customer,  as  set  forth  in  the Customer Welcome Letter or such other written
notice  from  Level  3  to  Customer.

1.8     CUSTOMER  ORDER  A  request for Level 3 Service submitted by Customer in
        ---------------
the  form  designated  by  Level  3.

1.9     CUSTOMER PREMISES: The location or locations occupied by Customer or its
        ------------------
end  users  to  which  Service  is  delivered.

1.10     CUSTOMER WELCOMELETTER A written communication from Level 3 to Customer
         ----------------------
informing Customer of Level 3's acceptance of the Customer Order.

1.11     EXCUSED  OUTAGE: Any outage, unavailability, delay or other degradation
         ----------------
of  Service  related  to,  associated  with  or  caused by scheduled maintenance
events, Customer actions or inactions, Customer provided power or equipment, any
third  party,  excluding   any third  party directly involved  in  the operation
and  maintenance  of  the  Level  3  network  but including, without limitation,
Customer's  end  users,  third  party network providers, traffic exchange points
controlled  by  third  parties,  or any power, equipment or services provided by
third  parties,  or  an  event  offeree  majeure  as  defined  in  Section  7.1.

1.12  FACILITIES:  Property  owned  or  leased  by  Level  3 and used to deliver
      -----------
Service,  including  terminal and other equipment, wires, lines, ports, routers,
switches,  channel  service  units, data service units, cabinets, racks, private
rooms  and  the  like.

1.13     GATEWAY:  Buildings  owned  or leased by Level 3  for the  purpose  of,
         --------
among others, locating and colocating communications equipment

1.14     LOCAL   LOOP:  The  connection   between   Customer  Premises  and  the
         -------------
Level  3  intercity  backbone  network.

1.15     OFF-NET:  Traffic  that  originates  from or terminates to any location
         --------
that  is  not  on  the  Level  3  network.

1.16     OFF-NETSEND  TRAFFIC: Send Traffic that terminates to any location that
         ---------------------
is  not  on  the  Level  3  network.

1.17     ON-NET:  Traffic that originates from and terminates to a location that
         -------
is  on  the  Level  3  network.

1.18     ON-NET  SEND  TRAFFIC:  Send Traffic that terminates to a location that
         ----------------------
is  on  the  Level  3  network.

1.19     ON-NET  INTRACITY  SEND  TRAFFIC:  On-Net  Send  Traffic  that does not
         ---------------------------------
transit  Level  3's  long  haul  transmission  facilities.

1.20     PROTECTED:  (3)Link(SM) Private Line Service that includes a protection
         ----------
scheme  that  allows  traffic  to  be  re-routed  in the event of a fiber cut or
equipment  failure.

1.21     RECEIVE TRAFFIC: Traffic from any origination point that is received by
         ----------------
Customer  from  the  Level  3  network.

1.22     REMOTE  HANDS:  Basic  on-site,  first-line  maintenance  and  support
         --------------
consistent  with  Level 3's then current Remote Hands Service Policy and Managed
installation  Policy,  as  amended  by  Level  3  from  time  to time, which are
available  to  Customer  upon  request.

1.23     REVENUE COMMITMENT:  A commitment  by  Customer  to order and pay for a
         ------------------
minimum  volume  of  Services  during an agreed term, as set forth in a Customer
Order

1.24     SEND  TRAFFIC:  Traffic  from  any  origination  point  that is sent by
         --------------
Customer  onto  the  Level  3  network.

1.25   SERVICE:  Any  service  offered  by Level 3 pursuant to a Customer Order,
       --------
including  supplying  Colocation  Space.

1.26  SERVICE  COMMENCEMENT  DATE:  The  first  to  occur  of:
      ----------------------------

(A)     the  date  upon  which  Customer  acknowledges that the Service has been
installed  and  is  functioning  properly; or

(B)     the  date  set  forth  in any Connection Notice unless Customer notifies
Level  3 that the Service is not functioning properly as provided in Section 3.1
(or, if two or more Services are designated as "bundled" or as having a "sibling
relationship" in any Customer Order, the date set forth in the Connection Notice
for  all  such  Services);  or


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<PAGE>
(C)     the  date  Customer  begins  using  me  Service.

1.27     SERVICE  TERM:  The  duration of time (measured starting on the Service
         --------------
Commencement  Date)  for  which Service is ordered, as specified in the Customer
Order.   The  Service  Term  shall  continue  on  a  month-to-month  basis after
expiration  of  the  stated  Service Term, until terminated by either Level 3 or
Customer  upon  thirty  (30)  days'  written  notice  to  the  other.

1.28     SUBMARINE:   Any  Service  that  transits  any  portion  of  Level  3's
         ----------
under-sea network in the Atlantic or Pacific Oceans.

1.29     TERRESTRIAL:  Any  Service that generally transits Level 3's land-based
         ------------
network  (with  limited  water crossings, including, without limitation, bay and
channel  crossings)  and does not in any way transit Level 3's under-sea network
in  the  Atlantic  or  Pacific  Oceans.

1.30     UNPROTECTED:  (3)Link(SM)  Private Line Service that does not include a
         ------------
protection  scheme  that  would  allow traffic to be re-routed in the event of a
fiber  cut  or  equipment  failure.

SECTION  2.  DELIVERY  OF  SERVICE
----------------------------------

2.1     SUBMISSION  OF  CUSTOMER  ORDER(S)  To  order  any Service, Customer may
        ----------------------------------
submit a Customer Order requesting Service. Unless otherwise agreed, Customer is
not  obligated  to  submit  Customer  Orders.  The Customer Order and its backup
detail  must  include a description of the Service, the nonrecurring charges and
monthly  recurring  charges  for Service, applicable Service Term and/or Revenue
Commitment  or  other  usage  commitment

2.2     ACCEPTANCE  BY  LEVEL  3.   Upon receipt of a Customer Order, if Level 3
        -------------------------
determines  (in  its sole discretion) to accept the Customer Order, Level 3 will
deliver  a Customer Welcome Letter for the requested Service (or some portion of
the  Services).   Level  3 will become obligated to deliver ordered Service only
if  Level  3  has  delivered  a  Customer Welcome Letter respecting the Service.

2.3     CREDIT  APPROVAL  AND  DEPOSITS.   Customer  will  provide  Level 3 with
        --------------------------------
credit  information  as  requested, and delivery of Service is subject to credit
approval.   Level  3  may  require  Customer to make a deposit as a condition to
Level  3's  acceptance  of  any  Customer  Order, or as a condition to Level 3's
continuation  of  Service,  The  deposit will be held by Level 3 as security for
payment  of  Customer's  charges.  When  Service  to Customer is terminated, the
amount  of  the deposit will be credited to Customer's account and any remaining
credit  balance  will  be  refunded.

2.4     CUSTOMER  PREMISES.     Customer  shall  allow  Level  3  access  to the
        -------------------
Customer  Premises  to  the  extent  reasonably  determined  by  Level 3 for the
installation,  inspection  and  scheduled or emergency maintenance of Facilities
relating  to  the  Service.   Level  3  shall  notify  Customer at least two (2)
business   days   in   advance   of  any   regularly   scheduled  maintenance
that  will  require  access  to  the  Customer  Premises or that may result in a
material interruption of Service. Customer will be responsible for providing and
maintaining,  at  its  own   expense,   the   level   of  power,   heating   and
air  conditioning  necessary  to  maintain  the  proper  environment  for  the
Facilities  on   the   Customer Premises,   in  the   event Customer fails to do
so,  Customer  shall  reimburse  Level  3  for the actual and reasonable cost of
repairing  or  replacing  any  Facilities  damaged  or  destroyed as a result of
Customer's  failure.  Customer will provide a safe place to work and comply with
all  laws  and  regulations  regarding  the  working  conditions on the Customer
Premises.

2.5     LEVEL 3 FACILITIES.  Except as otherwise agreed, title to all Facilities
        -------------------
shall  remain  with Level 3. Level 3 will provide and maintain the Facilities in
good  working  order.  Customer  shall  not,  and  shall  not  permit others to,
rearrange,  disconnect,  remove, attempt to repair, or otherwise tamper with any
Facilities,  without  the prior written consent of Level 3. The Facilities shall
not  be  used  for  any purpose other than that for which Level 3 provides them.
Customer  shall  not  take  any action that causes the imposition of any lien or
encumbrance on the Facilities. In no event will Level 3 be liable to Customer or
any  other  person  for  interruption  of Service or for any other loss, cost or
damage  caused  or  related  to improper use or maintenance of the Facilities by
Customer  or  third  parties  provided  access  to the Facilities by Customer in
violation  of  these Terms, and Customer shall reimburse Level 3 for any damages
incurred as a result thereof. Customer agrees (which agreement   shall   survive
the   expiration,   termination   or  cancellation  of  any  Customer  Order) to
allow  Level  3  to  remove  the  Facilities  from  the  Customer  Premises:

(A)     after  termination,  expiration  or  cancellation of the Service Term in
connection  with  which  the  Facilities  were  used;  or

(B)     for  repair,  replacement  or  otherwise  as  Level  3  may determine is
necessary  or  desirable,  but  Level  3 will use reasonable efforts to minimise
disruptions  to  the  Service  caused  thereby.

2.6     CUSTOMER-PROVIDED  EQUIPMENT.  Level  3  may  install  certain
        -----------------------------
Customer-provided  communications  equipment  upon  installation of Service, but
Level  3  shall  not  be  responsible for the  operation  or maintenance  of any
Customer-provided communication equipment. Level 3 undertakes no obligations and
accepts no liability for the configuration, management, performance or any other
issue  relating  to Customer's routers or other Customer-provided equipment used
for  access  to  or  the  exchange  of  traffic  in connection with the Service.

SECTION  3.  BILLING  AND  PAYMENT
----------------------------------

3.1     COMMENCEMENT  OF  BILLING.  Upon installation and testing of the Service
        --------------------------
ordered  in  any  Customer  Order, Level 3 will deliver to Customer a Connection
Notice.  Upon  receipt of the Connection Notice, Customer shall have a period of
seventy  two  (72)  hours  to confirm that the Service has been installed and is
properly functioning.  Unless Customer delivers written notice to Level 3 within
such seventy two (72) hour period mat the Service is not installed in accordance
with  the Customer Order and functioning properly, billing shall commence on the
applicable   Service   Commencement   Date,   regardless   of  whether  Customer
has  procured  services  from  other carriers needed to operate the Service, and
regardless  of  whether  Customer  is  otherwise  prepared to accept delivery of
ordered  Service.

3.2     CHARGES.  The Customer Order will set forth the applicable non-recurring
        --------
charges  and  recurring  charges  for  the  Service.  Unless otherwise expressly
specified  in the Customer Order, any non-recurring charges shall be invoiced by
Level  3  to Customer upon the Service Commencement Date.  However, in the event
such  Service  requires  Level  3 to install additional infrastructure, cabling,
electronics  or  other  materials in the provision of the Service, such Customer
Order  may include (as specified therein) non-recurring charges that are payable
by


                                  Page 2 of 12
<PAGE>
Customer  immediately  upon  Level 3's acceptance of such Customer Order. In the
event  Customer  fails to pay such nonrecurring charges within five (5) business
days  following  Level  3's delivery to Customer of the Customer Welcome Letter,
(i)  such  failure  to  pay  shall  constitute an Excused Outage for purposes of
installation  of  the  Service; (ii) Level 3 may issue a revised Customer Commit
Date; and (iii) Level 3 may suspend installation of the Service until receipt of
such  non-recurring  charges.  If Customer requests and Level 3 approves (in its
sole  discretion)  any changes to the Customer Order or Service after acceptance
by  Level  3,  including,  without  limitation, the Service installation date or
Service  Commencement  Date,  additional  non-recurring  charges  and/or monthly
recurring  charges  not  otherwise  set  forth  in the Customer Order may apply.

3.3     PAYMENT  OFINVOICES.   Invoices  are delivered monthly. Level 3 bills in
        --------------------
advance for Service to be provided during the upcoming month, except for charges
which  are dependent upon usage of Service, which are billed in arrears. Billing
for  partial months are prorated based on a calendar month. All invoices are due
thirty  (30) days after the date of invoice. Past due amounts bear interest at a
rate  of  1.5% per month (or the highest rate allowed by law, whichever is less)
beginning  from the date first due until paid in full.  For Level 3 (3)Voice(SM)
Service  which  terminates  on  the  PSTN  (Public  Switched  Telephone Network)
only  (see Section 12), Customer will be provided, in addition to its invoice, a
summary  report describing the total amount due from Customer to Level 3 and the
total  cost  of  Customer's  recurring  fees, non-recurring fees and total usage
charges.  Usage  detail  will  be  provided  via  FTP  format  on a daily basis.
Customer  will  also  be  provided  monthly telemanagement reports as follows: a
Terminating  LATA  Summary  Report;  a Terminating LEC Report; and a Terminating
County  Summary  Report.

3.4     TAXES  AND  FEES.  All  charges for Service are net of applicable taxes.
        -----------------
Except for taxes based on Level 3's net income, Customer will be responsible for
all  applicable  taxes  that  arise  in  any  jurisdiction,  including,  without
limitation,  value  added,   consumption,   sales,   use,   gross   receipts,
excise,  access,  bypass,  franchise  or  other  taxes, fees, duties, charges or
surcharges,  however  designated,  imposed  on,  incident  to, or based upon the
provision,  sale  or  use  of  the  Service.

3.5     REGULATORY  AND  LEGAL CHANGES. In the event of any change in applicable
        -------------------------------
law,  regulation, decision, rule or order that materially increases the costs or
other  terms  of  delivery  of  Service,  Level  3  and  Customer will negotiate
regarding  the  rates to be charged to Customer to reflect such increase in cost
and,  in the event that the parties are unable to reach agreement respecting new
rates  within  thirty  (30)  days  after  Level  3's  delivery of written notice
requesting  renegotiation, then (a) Levels may pass such increased costs through
to  Customer,  and  (b)  to  the  extent  Level  3 elects to do so, Customer may
terminate  the  affected  Customer  Order  without  termination  liability  by
delivering  written  notice  of termination no later than thirty (30) days after
the  effective  date  of  the  rate  increase.

3.6     DISPUTED INVOICES.  If  Customer  reasonably  disputes  any portion of a
        ------------------
Level  3  invoice,  Customer  must pay the undisputed portion of the invoice and
submit  a written claim for the disputed amount. All claims must be submitted to
Level  3  within  sixty  (60) days of receipt of the invoice for those Services.
Customer  waives the right to dispute any charges not disputed within such sixty
(60)  day  period.  In  the event that the dispute is resolved against Customer,
Customer  shall pay such amounts plus interest at the rate referenced in Section
3.3.

3.7     REVENUE  COMMITMENT.    In  the  event  that  Customer  makes  a Revenue
        --------------------
Commitment  in  any  Customer  Order,  then  Customer  will be billed for and be
responsible  to pay the greater of (a) the recurring charges for Service ordered
and  delivered,  or  (b)  the  amount  of  the  Revenue  Commitment.

3.8     TERMINATION  CHARGES.    (A)  Customer  may  cancel  a  Customer  Order
        ---------------------
following Level 3's acceptance of the same and prior to the Customer Commit Date
upon  prior written notice to Level 3. In the event that Customer does so, or in
the  event  that  the delivery of such Service is terminated by Level 3 prior to
delivery  of  a  Connection  Notice  due to a failure of Customer to comply with
these  Terms,  Customer shall pay Level 3 a cancellation charge equal to the sum
of  (i)  in  the  case  of  Colocation  Space,  the costs incurred by Level 3 in
returning the Colocation Space to a condition suitable for use by third parties,
plus  (ii):

     (a)     any  third  party  cancellation/termination  charges related to the
installation  and/or  cancellation  of  Service;

     (b)     the non-recurring charges (including any non recurring charges that
were  waived  by  Level  3  at the time of the Customer Order) for the cancelled
Service;  and

     (c)     as  the  case may be, (i) one (1) month's monthly recurring charges
for the cancelled Service if written notice of cancellation is received by Level
3  more  than  five (5) business days prior to the Customer Commit Date, or (ii)
three (3) month's monthly recurring charges for the cancelled Service if written
notice  of  cancellation  is  received by Level 3 five (5) business days or less
prior  to  the  Customer  Commit  Date.

Customer's  right  to  cancel  any  particular Service under this Section 3.8(A)
shall  automatically expire and shall no longer apply upon Level 3's delivery to
Customer  of  a  Connection  Notice  for  such  Service.

(B)  In  addition to Customer' right of cancellation under Section 3.8(A) above,
Customer  may terminate Service prior to the end of the Service Term upon thirty
(30) days' prior written notice to Level 3, subject to the following termination
charges.  In  the event that after either the Customer Commit Date or Customer's
receipt  of  the  Connection  Notice  for a particular Service (whichever occurs
first)  and prior to the end of the Service Term, Customer terminates Service or
in  the  event  that  the  delivery of Service is terminated due to a failure of
Customer  to  comply  with these Terms, Customer shall pay Level 3 a termination
charge  equal  to  the  sum  of  (i)  in the case of Colocation Space, the costs
incurred  by  Level  3 in returning the Colocation Space to a condition suitable
for  use  by  third  parties,  plus  (ii):

     (a)     any  third  party  cancellation/termination  charges related to the
installation  and/or  termination  of  Service;

     (b)     the  non-recurring  charges  (including  any non- recurring charges
that were waived by Level 3 at the time of the Customer Order) for the cancelled
Service,  if  not  already  paid;  and

     (c)     the  percentage of the monthly recurring charges for the terminated
Service  calculated  from  the  effective date of termination as (1) 100% of the
remaining  monthly  recurring  charges  that  would  have  been incurred for the
Service  for


                                  Page 3 of 12
<PAGE>
months 1-12 of the Service Term, plus (2) 50% of the remaining monthly recurring
charges  that would have been incurred for the Service for months 13 through the
end  of  the  Service  Term.

3.9     FRAUDULENT  USE  OF  SERVICES.  Customer is responsible for ail  charges
        ------------------------------
attributable   to  Customer  incurred   respecting  Service,  even  if  incurred
as  the  result  of  fraudulent  or unauthorized use of Service; except Customer
shall  not  be  responsible for fraudulent or unauthorized use by Level 3 or its
employees.

3.10     SERVICE  TERM.   Except  as  otherwise  set forth herein, Level 3 shall
         --------------
deliver  the  Service  for the entire duration of the Service Term, and Customer
shall  pay all charges for delivery thereof through the end of the Service Term.

SECTION  4.  DISCONTINUANCE  OFCUSTOMERORDERS
---------------------------------------------

4.1  DISCONTINUANCE  OF  CUSTOMER  ORDER  BY  LEVEL 3. Level 3 may terminate any
     -------------------------------------------------
Customer  Order  and  discontinue  Service  without  liability:

(A)     If  Customer  fails  to  pay  a past due balance for Service (other than
amounts  reasonably  disputed  under  Section 3.6) (i) within three (3) business
days  after  written notice from Level 3 respecting charges invoiced in arrears,
or  (ii)  within  seven  (7)  business  days  after  written notice from Level 3
respecting  charges  invoiced  in  advance;

(B)     if  Customer  violates  any  law,  rule,  regulation  or  policy  of any
government  authority  related  to  Service;  if  Customer  makes  a  material
misrepresentation  to  Level  3  in  connection with the ordering or delivery of
Service;  if Customer engages in any fraudulent use of Service; or if a court or
other  government  authority  prohibits  Level  3  from  furnishing  Service;

(C)     if  Customer  fails  to  cure  its  breach  (other  than as addressed in
sub-Sections  (A), (B), (D) or (E) of this Section 4.1) of any of these Terms or
any Customer Order within thirty (30) days after written notice thereof provided
by  Level  3;

(D)     if  Customer files bankruptcy, for reorganization, or fails to discharge
an  involuntary  petition  therefore  within  sixty  (60)  days;  or

(E)     if  Customer's  use  of  Service  materially  exceeds  Customer's credit
limit  unless  within  one  (1)  day's  written  notice  thereof  by   Level  3,
Customer  provides   adequate  security  for  payment  for  Service.

4.2  EFFECT  OF  DISCONTINUANCE.  Upon  Level  3's  discontinuance of Service to
     ---------------------------
Customer,  Level  3 may, in addition to all other remedies that may be available
to  Level 3 at law or in equity, assess and collect from Customer any applicable
termination  charge  pursuant  to  Section  3.8.

4.3  DISCONTINUANCE  OF  CUSTOMER  ORDER  BY  CUSTOMER.
     --------------------------------------------------

(A)  If  Level  3's installation of Service is delayed for more than thirty (30)
business  days beyond the Customer Commit Date for reasons other than an Excused
Outage, Customer may terminate and discontinue the affected Service upon written
notice  to  Level  3  and  without payment of any applicable termination charge;
provided  such  written  notice  is  delivered  prior  to  Level 3 delivering to
Customer  the  Connection  Notice  for the affected Service. This Section 4.3(A)
shall  not  apply  to  any  Off-Net  Local  Loop  Service,  including,  without
limitation, (3)Link(SM) Metropolitan Private Line (Off-Net) Service, provisioned
by  Level  3  through  a  third  party  carrier  for  the  benefit  of Customer.

(B)  Customer may terminate and discontinue affected Service prior to the end of
the  Service  Term  without payment of any applicable termination charge if: (i)
such Service is Unavailable (as defined below) on two or more separate occasions
of  more  than  eight  (8)  hours  each  in any thirty (30) day period, and (ii)
following  written  notice thereof from Customer to Level 3, the same Service is
Unavailable  for  more than twelve (12) hours at any time within the ninety (90)
day  period  immediately  following  said notice. For purposes of the foregoing,
"Unavailable"  shall  mean  a  total  interruption  in  Service,  except for any
interruption  which  is an Excused Outage. The duration of any interruption will
commence  when  Customer  reports  an outage to the Level 3 Customer Service and
Support Organization (1-877-4LEVEL3) and will end when the Service is operative.
Customer  may only terminate Service which is Unavailable, and must exercise its
right  to  terminate any affected Service under this Section, in writing, within
thirty  (30)  days  after  the  event  giving  rise  to  a  right of termination
hereunder.  This  Section  4.3(B)  shall  not  apply  to Unprotected (3)Link(SM)
Private  Line  Service  or  (3)Link(SM)  Wavelength  Service.

(C) In the event Customer elects to cancel the affected Service pursuant to this
Section  4.3,  Customer  shall  have  no  right  to,  and  Level 3 shall have no
obligation  to  pay,  any Service Level credit(s) pursuant to Section 15 for the
discontinued  Service.

SECTION  5.  LIABILITIES
------------------------

5.1     SERVICE INTERRUPTIONS AND DELIVERY.   Level 3 provides specific remedies
        -----------------------------------
regarding  installation  and  performance  of Service as set forth in Section 15
below  ("Service  Levels  ").  In  the  event of a failure to deliver Service in
accordance  with  the  Service Levels, Customer's sole remedies are contained in
(a)  the  Service  Levels  applicable  (if any) to the affected Service, and (b)
Section  4.3.

5.2     NO  SPECIAL  DAMAGES.     Notwithstanding  any  other  provision hereof,
        ---------------------
neither  party  shall  be  liable  for  any  indirect  incidental,   special,
consequential,   exemplary   or   punitive damages (including but not limited to
damages  for  lost  profits, lost revenues or the cost of purchasing replacement
services)  arising  out  of  the  performance  or  failure  to perform under any
Customer  Order.

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

SECTION  6.  PUBLICITY
----------------------

6.1  PUBLICITY.  Neither  party shall have the right to use the other party's or
     ----------
its  affiliates'  trademarks, service marks or trade names or to otherwise refer
to  the  other  party  in any marketing, promotional or advertising materials or
activities.  Neither party shall issue any publication or press release relating
to  any  contractual relationship between Level 3 and Customer, except as may be
required  by  law  or  agreed  between  the  parties  in  writing.


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6.2  DISCLOSURE  OF  CUSTOMER INFORMATION. Level 3 reserves the right to provide
     -------------------------------------
any  customer or potential customer bound by a nondisclosure agreement access to
a  list  of  Level  3's customers and a description of Service purchased by such
customers.  Customer  consents  to  such  disclosure,  including  the listing of
Customer's  name  and Service purchased by Customer (financial terms relating to
the  purchase  shall  not  be  disclosed).

SECTION  7.  GENERAL  TERMS
---------------------------

7.1     FORCE  MAJEURE.  Neither  party  shall  be  liable, nor shall any credit
        ---------------
allowance  or  other  remedy  be  extended,  for  any  failure of performance or
equipment  due  to causes beyond such party's reasonable control.   In the event
Level  3  is  unable  to  deliver Service as a result of force majeure, Customer
shall  not  be  obligated to pay Level 3 for the affected Service for so long as
Level  3  is  unable  to  deliver.

7.2     ASSIGNMENT  AND  RESALE.  Customer  may  not  assign  its  rights  and
        ------------------------
obligations  under a Customer Order without the express prior written consent of
Level  3, which will not be unreasonably withheld.    These Terms shall apply to
any  permitted  transferees  or  assignees. Customer shall remain liable for the
payment  of all charges due under each Customer Order.   Customer may resell the
Service  to third party "end users", provided that Customer agrees to indemnify,
defend  and  hold  Level 3 harmless from claims made against Level 3 by such end
users.

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

7.4     INDEMNIFICATION. Each party shall indemnify the other from any claims by
        ----------------
third  parties  and  expenses  (including legal fees and court costs) respecting
damage  to  tangible  property,  personal injury or death caused by such party's
negligence  or  willful  misconduct

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

7.6     CONTENTS  OF  COMMUNICATIONS.   Level  3  shall  have  no  liability  or
        -----------------------------
responsibility  for  the  content  of  any  communications  transmitted  via the
Service,  and  Customer  shall  defend, indemnify and hold Level 3 harmless from
any  and all claims (including claims by governmental entities seeking to impose
penal sanctions) related to such content or for claims by third parties relating
to  Customer's  use  of  Service.  Level 3 provides only access to the Internet;
Level 3 does not operate or control the information, services, opinions or other
content  of the Internet. Customer agrees that it shall make no claim whatsoever
against  Level  3  relating  to  the  content  of the internet or respecting any
information,  product, service or software ordered through or provided by virtue
of  the  Internet.

7.7     ENTIRE UNDERSTANDING  These Terms, including any Customer Order executed
        --------------------
hereunder,  constitute  the  entire  understanding  of  the  parties  related to
Service.  In  the  event  of  any conflict between these Terms and the terms and
conditions  of  any Customer Order, these Terms shall control. These Terms shall
be  governed and construed in accordance with the laws of the State of Colorado.

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

7.9     ACCEPTABLE  USE  POLICY.  Customer's  use  of Service shall at all times
        ------------------------
comply  with Level 3's then-current Acceptable Use Policy and Privacy Policy, as
amended  by  Level 3 from time to time and which are available through Level 3's
web  site  at  www.level3.com.   Level  3  will  notify  Customer  of complaints
received  by  Level  3 regarding each incident of alleged violation of Level 3's
Acceptable  Use  Policy  by Customer or third parties that have gained access to
the  Service through Customer. Customer agrees that it will promptly investigate
all  such  complaints  and  take  all  necessary  actions  to  remedy any actual
violations  of  Level  3's  Acceptable Use Policy.   Level 3 may identify to the
complainant  that  Customer,  or a third party that gained access to the Service
through Customer, is investigating the complaint and may provide the complainant
with  the  necessary  information  to  contact  Customer directly to resolve the
complaint Customer shall identify a representative for the purposes of receiving
such  communications.  Level 3 reserves the right to install and use, or to have
Customer  install  and use, any appropriate devices to prevent violations of its
Acceptable  Use Policy, including devices designed to filter or terminate access
to  Service.

7.10     DATA PROTECTION.    Level 3 transfers, processes and stores data in and
         ----------------
to  the  United States.   Customer consents that Level 3 can transfer, store and
process  such  data  in  the  United  States.   Level  3  may  use  anonymous,
non-personal  data  to   monitor  customer  trends  and  for  other  internal
marketing  purposes.   This  data  will  not  be  disclosed  to  third  parties.

SECTION  8.  (3)  LINK(SM) PRIVATE  LINE  SERVICE
-------------------------------------------------

8.1     APPLICABILITY.   This  Section  is applicable only where Customer orders
        --------------
(3)Link(SM) Private  Line  Service.

8.2     SERVICES  FROM  OTHERS.     Where  necessary  for the interconnection of
        -----------------------
(3)Link(SM) Private Line Service with services provided by others, Customer will
provide  Level  3  with  circuit  facility  assignment information, - firm order
commitment information and the design layout records necessary to enable Level 3
to  make  the  necessary  cross-connection  between the (3)Link(SM) Private Line
Service  and  Customer's  designated carrier. Any delay by Customer in providing
such  information  to  Level  3  may  delay Level 3's provision of the necessary
cross-connection.  Notwithstanding  any  such  delay  in  the  provision  of the
cross-connection,  billing  for  the  (3)Link(SM)  Private  Line  Service  shall
commence  on  the  Service Commencement Date as provided in Section 3.1. Level 3
may  charge  Customer non-recurring and monthly recurring cross- connect fees to
make  such  connection.

8.3     CONNECTION  TO  CUSTOMER  PREMISES.
        -----------------------------------
(A)  Where  (3)Link(SM)  Private Line Service is being terminated Off-Net at the
Customer  Premises through an Off-Net Local Loop to be provisioned by Level 3 on
behalf  of


                                  Page 5 of 12
<PAGE>
Customer,  the  charges set forth in the customer Order for such Service assumes
that  such  Service will be terminated at a pre-established demarcation point or
minimum point of entry (MPOE) in the building within which the Customer Premises
is  located,  as  determined  by  the  local access provider. Level 3 may charge
Customer  additional  non-recurring charges and/or monthly recurring charges not
otherwise  set  forth  in  the Customer Order for such Off-Net Service where the
local  access provider determines that it is necessary to extend the demarcation
point  or  MPOE  through  the  provision  of additional infrastructure, cabling,
electronics or other materials necessary to reach the Customer Premises. Level 3
will  notify  Customer  of  any  additional non-recurring charges and/or monthly
recurring  charges as soon as practicable after Level 3 is notified by the local
access  provider  of  the  amount  of  such  charges.

(B)  In  addition,  where (3)Link(SM)  Private  Line Service is being terminated
Off-Net at the Customer Premises through an Off-Net Local Loop to be provisioned
by Level 3 on behalf of the Customer, the charges and the Service Term set forth
in  the Customer Order for such Service assumes that such Off-Net Local Loop can
be  provisioned by Level 3 through the local access provider selected by Level 3
(and/or Customer) for the stated Service Term. In the event Level 3 is unable to
provision  such Off-Net Local Loop through the selected local access provider or
the  selected local access provider requires a longer Service Term than that set
forth  in  the Customer Order, Level 3 reserves the right, regardless of whether
Level 3 has accepted the Customer Order, to suspend provisioning of such Off-Net
Local  Loop  and  notify  Customer  in  writing  of any additional non-recurring
charges,  monthly  recurring  charges  and/or  Service Term that may apply. Upon
receipt  of  such notice, Customer will have five (5) business days to accept or
reject such changes. If Customer does not respond to Level 3 within the five (5)
business  day  period,  such changes will be deemed rejected by Customer, in the
event  Customer  rejects  the  changes  (whether  affirmatively  or  through the
expiration of the five (5) business day period), the affected Off-Net Local Loop
will be cancelled without cancellation or termination liability of either party.

SECTION  9.  (3)  LINK(SM) WAVELENGTH SERVICE
---------------------------------------------

9.1  APPLICABILITY.  This  Section  is  applicable  only  where  Customer orders
     --------------
(3)Link(SM)  Wavelength  Service.

9.2  INTERCONNECTION.
     ----------------
(A)     To  use  the  (3)Link(SM) Wavelength Service, Customer must provide to
Level  3,  at  each  termination  node  a  SONET or SDH-framed 2.5Gb or 10Gb (or
greater,  as  applicable)  signal  as  more  particularly described in Level 3's
standard  interconnection Specifications and Hand-off Requirements (available to
Customer upon request) (Traffic"), which Traffic will thereafter be delivered by
Level 3, in like format, to the opposite and corresponding termination node. The
demarcation  point  for  the (3)Link(SM) Wavelength Service shall be the Level 3
OSX or fiber termination panel at the termination node. Customer shall be solely
responsible  for providing all interconnection equipment used both to deliver to
or to accept Traffic from Level 3 in the formats described above and for any and
all protection schemes Customer chooses to implement respecting the Traffic. For
a  termination  node  at a location other than a Level 3 Gateway, Customer shall
provide  Level  3  with space and power (at no charge to Level 3), as reasonably
requested  by  Level 3, for placement and operation of an OSX, fiber termination
panel  or  other  equipment  within  the  Customer  Premises.

(B)     With respect to construction of Facilities to the Customer Premises and
installation, maintenance and repair of facilities within the Customer Premises,
Customer shall provide Level 3 with access to and the use of Customer's entrance
Facilities  and  inside wiring, and/or shall procure rights for Level 3 allowing
the  placement of Facilities necessary for installation of Facilities to deliver
the  (3)Link(SM)  Wavelength  Service  to  the  Customer  Premises.  All  costs
associated  with  procuring and maintaining rights needed to obtain entry to the
building  (and  the real property on which the building is located) within which
the  Customer  Premises  are  located,  and costs to procure and maintain rights
within  such  building  to  the  Customer  Premises, shall be borne by Customer.

9.3 LEASE TO IRU CONVERSION. At any time during the Service Term, Customer shall
    ------------------------
have  the  right  to  convert  any  Terrestrial  (3)Link(SM)  Wavelength Service
provided  on  a  monthly-recurring lease basis into an indefeasible right of use
("IRU")  with  a  new  Service Term of five (5) years (commencing on the date of
conversion).  Such  conversion  shall  be  effective  on  the  first  day  after
Customer's  delivery  to  Level  3  of an appropriate Customer Order pursuant to
Level  3's  then  current  Wavelengths IRU Agreement reflecting such conversion,
which  Customer  Order must (in order to be effective to convert a lease into an
IRU)  be accompanied by payment in full of the then applicable five (5) year IRU
charges  for such (3)Link(SM) Wavelength Service. The five (5) year Service Term
for  the  IRU  shall  begin at the time of conversion. Upon conversion, Customer
shall  be  released from all future monthly recurring charges under the original
lease  that  would  have otherwise accrued after the date of conversion, and the
terms  of  Level  3's  then  current  Wavelengths IRU Agreement shall thereafter
govern respecting delivery and use of the IRU. No portion of the charges already
paid  by  Customer to Level 3 for such original lease shall be refunded, rebated
or  credited.

SECTION 10.  (3)CENTER(SM) COLOCATION
-------------------------------------

10.1     APPLICABILITY.   This  Section is applicable only where Customer orders
         --------------
Colocation  Space.

10.2     GRANT  OF  LICENSE.  Customer  is  granted  the  right  to  occupy  the
         -------------------
Colocation  Space identified in a Customer Order during the Service Term, except
as  otherwise provided in these Terms.  Customer  may submit  multiple. Customer
Orders  requesting  use  of  Colocation  Space  in  multiple  Level  3 Gateways,
each  of  which shall be governed by the terms hereof. Level 3 retains the right
to access any Collocation Space for any legitimate business purpose at any time.

10.3     USE  OF  COLOCATION  SPACE.  Customer shall  be  permitted to  use  the
         ---------------------------
Colocation  Space only for placement and maintenance of communications equipment
Customer  may  access  the Colocation Space (and the Gateway and Colocation Area
for  the  sole purpose of accessing the Colocation Space) twenty four (24) hours
per  day, seven (7) days per week; subject to any and all rules, regulations and
access  requirements  imposed  by Level 3 governing such access. Customer hereby
agrees,  within  six  (6) months of the Service Commencement Date for Colocation
Space,  to  use  the  Colocation  Space  for  placement  and  maintenance  of
communications  or  Internet access equipment. Level 3 may, upon forty five (45)
days'  written  notice,  reclaim  any portion of Colocation Space not being used
within  such  six  (6)  month  period.  Customer shall surrender such recaptured
Colocation  Space  and  the  monthly  recurring  charges  shall be appropriately
reduced.  No  refunds  shall  be  made  to  Customer


                                  Page 5 of 12
<PAGE>
regarding  recaptured  Colocation  Space.

10.4     LEVEL  3  MAINTENANCE.   Level  3  shall  perform  janitorial services,
         ----------------------
environmental  systems maintenance, power plant maintenance and other actions as
are  reasonably required to maintain the Coloration Area in which the Colocation
Space  is  located  in  a  condition  which  is  suitable  for  the placement of
communications   equipment   Level   3   shall   maintain   the  Colocation Area
in which the Colocation Space is located (but shall not be obligated to maintain
the  Colocation  Space  itself) with a relative humidity in the range of 47.5 to
52.5%  and  a  maximum  temperature  of  78 degrees. Customer shall maintain the
Colocation  Space  in  an  orderly  and  safe  condition,  and  shall return the
Colocation  Space  to Level 3 at the conclusion of the Service Term set forth in
the  Customer Order in the same condition (reasonable wear and tear excepted) as
when such Colocation Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED
HEREIN  OR  IN  ANY  CUSTOMER ORDER, THE COLOCATION SPACE SHALL BE DELIVERED AND
ACCEPTED  "AS IS" BY CUSTOMER, AND NO REPRESENTATION HAS BEEN MADE BY LEVEL 3 AS
TO  THE  FITNESS  OF  THE  SPACE  FOR  CUSTOMER'S  INTENDED  PURPOSE.

10.5     RELEASE  OF  LANDLORD.  If  and to the extent that Level 3's underlying
         ----------------------
leases  so  require  (but  only  if  they  so require) Customer hereby agrees to
release  the  landlord  (and  its agents, subcontractors and employees) from ail
liability  relating  to Customer's access to the Gateway and the Colocation Area
and  Customer's  use  and/or  occupancy  of  the  Colocation  Space.

10.6     SECURITY.   Level  3  will  provide  and  maintain in working condition
         ---------
card  readers),   scanner(s)  and/or other access device(s) as selected by Level
3  for  access  to  the  Colocation  Area  of a Gateway. Customer shall under no
circumstances "prop open" any door to, or otherwise bypass the security measures
Level 3 has imposed for access to, the Colocation Area.   Level 3 will provide a
locking  device  on  Customer's Colocation Space, which Customer shall be solely
responsible  for  locking  and/or  activating  such  device.  In  the event that
unauthorized  parties  gain  access  to  the Gateway, Colocation Area and/or the
Colocation  Space through access cards, keys or other access devices provided to
Customer,  Customer shall be responsible for any damages caused by such parties.
Customer  shall  be  responsible  for the cost of replacing any security devices
lost  or  stolen  after  delivery thereof to Customer. In the event Customer has
reason to believe that an unauthorized party has gained access to the Colocation
Space,  Level  3 will, at Customer's request, make video surveillance records of
the  Colocation Area reasonably available to Customer for viewing by Customer in
the  presence  of a Level 3 employee. In addition, Level 3 will provide Customer
with  a  copy  of the access logs for the Colocation Area and/or the Gateway, as
applicable,  upon  Customer's  prior  written  request

10.7     PROHIBITED  ACTIVITIES. Customer shall abide by any posted or otherwise
         -----------------------
communicated  rules  relating  to  use  of,  access  to,  or  security  measures
respecting  the Gateway, Colocation Area and/or the Colocation Space. Customer's
rights of access and use will be immediately terminated in the event Customer or
any  of  its  agents  or  employees  are in Level 3's Gateway with any firearms,
illegal  drugs,  alcohol or are engaging in any criminal activity, eavesdropping
or  foreign  intelligence.  Persons  found  engaging  in any such activity or in
possession  of  the aforementioned prohibited items will be immediately escorted
from  the  Gateway.

10.8     TERMINATION  OF  USE.   Level  3  shall  have  the  right  to terminate
         ---------------------
Customer's  use  of the Colocation Space or the Service delivered therein in the
event  that:  (a)  Level 3's rights to use the Gateway terminates or expires for
any  reason;  (b) Customer is in default hereof; (c) Customer makes any material
alterations  to the Colocation Space without first obtaining the written consent
of  Level  3;  or  (d)  Customer  allows  personnel  or contractors to enter the
Gateway,  Colocation Area and/or the Colocation Space who have not been approved
by  Level 3 in advance. With respect to items (b), (c) and (d), unless (in Level
3's  opinion)  Customer's  actions  interfere or have the potential to interfere
with  other  Level  3 customers, Level 3 shall provide Customer a written notice
and  a  ten (10) day opportunity to cure before terminating Customer's rights to
the  Colocation  Space.

10.9     REMOVAL  OF EQUIPMENT.  Within two (2) days following the expiration or
         ----------------------
termination  of  the  Service  Term for any Colocation   Space,   Customer shall
remove  all   Customer  equipment  from  the  Colocation  Space.  In  the  event
Customer  fails  to remove the equipment within such two (2) day period, Level 3
may disconnect, remove and dispose of Customer's equipment without prior notice.
Customer  shall  be  responsible  for any costs and expenses incurred by Level 3
resulting  from  Level  3's  disconnection,  removal,  disposal  and  storage of
Customer's  equipment,  for which Customer agrees to pay such costs and expenses
and  all  other  charges due and owing fay Customer to Level 3 under these Terms
prior to Level 3 returning any Customer equipment still in Level 3's possession.
Level  3 shall not be liable for any loss or damage incurred by Customer arising
out  of  Level  3's  disconnection,  removal,  storage or disposal of Customer's
equipment

10.10     SUBLICENSES.   Customer  may  sublicense  the use of Colocation  Space
          ------------
under  the following conditions: (a) all proposed sublicensees must be approved,
in  writing,  by  Level  3  in  Level  3's  sole discretion, except Customer may
sublicense  the  use  of  the  Colocation Space to an Affiliate of Customer upon
prior  written  notice  to Level 3; (b) Customer hereby guarantees that ail such
parties  shall abide by the Terms; (c) Customer shall indemnify, defend and hold
Level 3 harmless from all claims brought against Level 3 arising from any act or
omission  of  any  sublicensee  or  its  agents; and (d) any such party shall be
considered  Customer's  agent  and  all  of  its  acts  and  omissions  shall be
attributable  to Customer for the purposes of these Terms. In the event Customer
sublicenses  use  of  the  Colocation  Space  without  Level  3's  prior written
approval, Level 3 may upon ten (10) days' written notice reclaim the sublicensed
portion  of  the  Colocation  Space.  Customer  shall  surrender such recaptured
Colocation Space and shall be subject to termination charges associated with the
recaptured Colocation Space as provided in Section 3.8. No refunds shall be made
to  Customer  regarding  recaptured  Colocation  Space.

10.11     CHANGES.
          --------
(A)  Level  3  reserves  the right to change (at Level 3's cost) the location or
configuration  of  the  Colocation Space licensed to Customer within the Level 3
Gateway; provided that Level 3 shall not arbitrarily require such changes. Level
3 and Customer shall work in good faith to minimize any disruption in Customer's
services  that may be caused by such changes in location or configuration of the
Colocation  Space.

(B) Notwithstanding anything in Section 3.1 to the contrary and unless otherwise
agreed in writing by the parties, in the event any Customer Order for Colocation
Space  is


                                  Page 7 of 12
<PAGE>
altered  (including,  without  limitation,  any  changes in the configuration or
build-out  of  the  Colocation Space) at Customer's request after submission and
acceptance  by  Level  3  that  results in a delay of Level 3's delivery of such
Colocation  Space  to Customer, billing for such Colocation Space shall commence
no  later  than  the  original  Customer  Commit  Date.

10.12     INSURANCE.  Prior to storage of equipment or occupancy by Customer and
          ----------
during  the  Service  Term,  Customer  shall  procure and maintain the following
minimum  insurance  coverage:  (a)  Workers' Compensation in compliance with all
applicable  statutes of appropriate jurisdiction (including Employer's Liability
with  limits  of $500,000 each accident); (b) Commercial  General Liability with
combined  single  limits  of  $1,000,000  each  occurrence;  and  (c) "All Risk"
Property  insurance  covering all of Customer's personal property located in the
Gateway.  Customer  acknowledges  that  it retains the risk of loss for, loss of
(including,  without  limitation, loss of use), or damage to, Customer equipment
and  other  personal  property  located in the Level 3 Gateway. Customer further
acknowledges  that  Level  3's  insurance  policies  do not provide coverage for
Customer's  personal property located in the Level 3 Gateway. Customer shall, at
its  option, maintain a program of property insurance or self-insurance covering
loss  of  or  damage to its equipment and other personal property located in the
Level  3  Gateway.  Customer's  Commercial  General  Liability  policy  shall be
endorsed  to  show  Level  3 (and any underlying property owner, as requested by
Level  3)  as  an  additional  insured.  Customer  shall  waive and/or cause its
insurance  carriers  to  waive  all rights of subrogation against Level 3, which
will  include,  without limitation, an express waiver in all insurance policies.
Customer shall furnish Level 3 with certificates of insurance demonstrating that
Customer  has  obtained  the  required  insurance  coverages prior to use of the
Colocation  Space  or the storage of equipment in the Gateway. Such certificates
shall  contain  a  statement that the insurance coverage shall not be materially
changed  or cancelled without at least thirty (30) days' prior written notice to
Level  3.  Customer  shall  require  any  contractor entering the Gateway on its
behalf  to  procure and maintain the same types, amounts and coverage extensions
as  required  of  Customer  above.

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

10.14     STORAGE  OF  CUSTOMER EQUIPMENT.  Level 3 may, at its option, agree to
          --------------------------------
store  equipment  which  Customer  intends  to colocate in Customer's Colocation
Space  for  not more than forty-five (45) days prior to the scheduled Colocation
Service Commencement Date. Storage of such equipment is purely incidental to the
Services  ordered by Customer and Level 3 will not charge Customer a fee for the
same.  No document delivered as part of such storage shall be deemed a warehouse
receipt.  Absent  Level  3's gross negligence or intentional misconduct, Level 3
shall  have  no  liability  to  Customer  or  any  third party arising from such
storage.  In the event Customer stores equipment for longer than forty-five (45)
days, Level 3 may, but shall not be obligated to, return Customer's equipment to
Customer  without  liability,  at  Customer's  sole  cost  and  expense.

10.15     PROMOTIONAL  SIGNAGE.  Customer  may display a single promotional sign
          ---------------------
with  Customer's  name and/or logo on the outside  of any Customer private suite
Colocation  Space;  provided such signage does not exceed 8 inches by 11 inches.
All  other  promotional  signage  is  prohibited.

10.16     POWER.   In  the  event  the power utility increases the price paid by
          ------
Level  3 for power provided to any Colocation Space, Level 3 may pass-through to
Customer  such  price  increase  upon  prior  written  notice  to  Customer.

SECTION  11.   (3)  CONNECT(SM) MODEM  SERVICE
----------------------------------------------

11.1     APPLICABILITY.   This  Section  is  applicable  only  where  Customer
         --------------
orders  (3)Connect(SM)  Modem  Service  (either  "Dedicated Service," "Dedicated
Service  with  QuickStart,"  or  Transit  Service").

11.2     TYPES  OF SERVICE.    In the event Customer orders "Dedicated Service,"
         ------------------
end  user  traffic  will be routed through and aggregated in Level 3's facility,
sent  to  the  Customer Premises via a dedicated circuit, and then routed to its
final  destination  by  Customer.  In  the  event  that  Customer orders Transit
Services," end user traffic will be routed to Level 3's facility and then routed
to  its  final  destination  by  Level 3 via the Internet Dedicated Service with
"QuickStart"  will  initially  be provisioned to Customer in the same fashion as
Transit  Services,  until  such  time  as  Level 3 has provisioned the dedicated
circuit  to  send  end  user  traffic  from  Level  3's facility to the Customer
Premises.  QuickStart  will  then be migrated to standard Dedicated Service. For
Dedicated  Service, the (3)Connect(SM) Private Line Service necessary to support
Dedicated  Service  will  be  ordered, installed and managed by Level 3. Level 3
cannot  and  does  not  guarantee  the  availability  of  any  port  ordered for
installation  greater  than  ninety (90) days from the date of submission of the
Customer  Order.

SECTION  12.  (3) CROSSROADS(SM) SERVICE
----------------------------------------

12.1     APPLICABILITY.   This  Section is applicable only where Customer orders
         --------------
(3)CrossRoads(SM) Service (which  may  include  Service designated in a Customer
Order  as  "Internet  Access  Service").

12.2     CHARGES.  Customer  may  elect  to  be  billed  based  on a fixed rate,
         --------
"Destination Sensitive Billing", or a Committed Data Rate. The manner of billing
selected  will  be  set  forth  in  each  Customer  Order.

(A)     Fixed  rate  charges  or (3)CrossRoads(SM)  Services  consist of two (2)
components:  (a) a non-recurring installation charge per port; and (b) a monthly
recurring  port  charge.

(B)     Destination  Sensitive  Billing  charges  for (3)CrossRoads(SM) Services
consist  of  three  (3)  components: (a) a non-recurring installation charge per
port;  (b)  a  monthly  recurring  port  charge;  and (c) monthly usage charges.
Customer's  usage  of  (3)CrossRoads(SM)  Service (both Send Traffic and Receive
Traffic) will be measured and recorded by Level 3 every five minutes. At the end
of  the month, the top five percent (5%) of the Send Traffic and Receive Traffic
samples will be discarded. If the ninety-fifth (95th) percentile Receive Traffic
sample  shows  (3)CrossRoads3  usage  greater  than  the  usage  shown  in  the
ninety-fifth (95th) percentile Send Traffic sample, then Customer will be billed
for  the  amount  of  (3)CrossRoads(SM)  usage  shown in the ninety-fifth (95th)
percentile  sample  for  the  Receive  Traffic.  If  the  ninety-fifth


                                  Page 8 of 12
<PAGE>
(95th)  percentile  sample  for  the  Send Traffic shows (3)CrossRoads(SM) usage
greater  than  the  usage  shown  in  the ninety-fifth (95th) percentile Receive
Traffic  sample, then the total Send Traffic will be categorized as Off-Net Send
Traffic,  On-Net  Send  Traffic  and On-Net Intracity Send Traffic, and Customer
will  be billed for the usage shown in the ninety-fifth (95th) percentile sample
for  each  category.

(C)     Committed  Data Rate  charges  for (3)CrossRoads(SM) consist of four (4)
components:  (a)  a  non-recurring  installation  charge per port; (b) a monthly
recurring  port  charge;  (c)  a monthly recurring charge based on the Committed
Data  Rate;  and  (d)  monthly usage charges to the extent usage in a particular
month  exceeds  tie  Committed  Data Rate. Customer's usage of (3)CrossRoads(SM)
Service  (both  Send Traffic and Receive Traffic) will be sampled every five (5)
minutes  for  the  previous five (5) minute period. At the end of the month, the
top  five  percent  (5%)  of  Send  Traffic and Receive Traffic samples shall be
discarded.  The highest of the resulting ninety-fifth (95th) percentile for Send
Traffic  and Receive Traffic will be compared to the Committed Data Rate. If the
ninety-fifth  (95th)  percentile  of  either  Send Traffic or Receive Traffic is
higher  than the Committed Data Rate, Customer will, in addition to being billed
for  the  Committed  Data Rate, be billed at this ninety-fifth (95th) percentile
level  for  any usage in excess of the Committed Data Rate at the contracted-for
price  per  Megabit.

SECTION  13.  (3)VOICE(SM)  TERMINATION  SERVICE
------------------------------------------------

13.1     APPLICABILITY.  This  Section  is applicable only where Customer orders
         --------------
(3)Voice(SM)  Termination  Service  (which  may  include Service designated in a
Customer  Order  as  (3)Voice  Service).

13.2     SERVICE DESCRIPTION. (3)Voice(SM) Termination Service provides Customer
         -------------------
with  a  combined  transport  and termination rate for the purpose of delivering
Customer  voice  traffic from the Customer Premises to the PSTN (Public Switched
Telephone  Network).  (3)Voice(SM)  Termination Service allows Customer to bring
voice  traffic  to Level 3, selecting from a wide range of connectivity options,
in  a Level 3 supported format (North American SS7, and when Level 3 can support
the same, North American II.5ESS PRI). Traffic delivered by Customer in a format
not  supported  by Level 3 will be blocked and will not be delivered by Level 3.
Level  3  does  not  originate  any traffic pursuant to (3)Voice(SM) Termination
Services  and  will  not  accept  calls  seeking  operator services or directory
assistance. Other examples of types of calls that are origination in nature, and
thus  likewise not supported on the Level 3 network, include: 976, 911, 900,800,
and  700  calls

13.3     BILLING  AND  RATES.
         --------------------
(A)     Customer  will  be  billed  at  Level  3's  then  current (3)Voice(SM)
Termination  usage  rates,  billing  increments  and  call minimums, and Level 3
reserves  the  right  to  change  the  same  with  prior  notice  to  Customer.

(B)     For  Customer  voice  traffic  in  which Level 3 is unable to reasonably
determine  the  origin  of  such  traffic,  Level  3 will bill Customer for such
traffic  at  Level  3's  interstate  rates  in  proportion  to the percentage of
interstate  use  set  forth  in  the  Customer  Order ("PIU").   Customer hereby
certifies  that  the PIU is true and correct to the best of Customer's knowledge
and  has been determined in accordance with all applicable laws and regulations.
Customer  may  modify  the  PIU  from  time to time upon thirty (30) days' prior
written  notice  to  Level 3. Upon Level 3's written request, Customer agrees to
provide Level 3 with all reasonable information necessary to verify the accuracy
of  the  PIU  as  compared to voice traffic delivered by Customer to Level 3. If
Level  3  determines  that  the PIU is inaccurate, Level 3 reserves the right to
bill  Customer  at  the  appropriate  Level  3  rates  based  upon  Level  3's
determination  of  such  traffic as interstate or intrastate. Customer agrees to
indemnify,  defend  and  hold  Level  3 harmless for any claims by third parties
(including  local  access  charges  for  intrastate  traffic)  resulting from or
arising  out  of  Level  3's  use  of  an  inaccurate  PIU.

(C)     The  (3)Voice(SM)  Termination  usage  rates are net of any applicable
origination  charges  by  third  party  payphone  providers.  Customer  will  be
responsible  for (i) all such origination charges, and (ii) tracking any traffic
associated  with  such  origination charges in accordance with applicable law or
regulation.

SECTION  14.  (3)  VOICE(SM)  ORIGINATION  SERVICE
------------------------------------------------

14.1     APPLICABILITY.   This  Section is applicable only where Customer Orders
         --------------
(3)Voice(SM)  Origination  Service.

14.2     SERVICE  DESCRIPTION.
         ---------------------
(A)     (3)  Voice(SM)  Origination   Service   provides   inbound  PSTN  to  IP
termination  voice  services.    Customer  will  be  provided direct inward dial
(DID)  numbers) and a specified number of DS-0 ports   ("Ports") as set forth in
the  Customer  Order.  Customer  (or  its  end  users) may access the Service by
dialing  a Level 3 provided DID number, after which the voice traffic originated
by  Customer  (or its end users) will be aggregated  by Level 3 and will undergo
a  net  protocol  conversion  by  Level  3  to  an  IP  format

(B)     If   Customer   orders   "Basic   On-Net"   (3)Voice(SM)  Origination
Service,  Customer  must  order,  as  a  separate  Service,  the  Level  3
(3)CrossRoads(SM) Service to transport the media portion of the Customer traffic
to  a  Level  3 On-Net facility. If Customer orders "Basic Off-Net" (3)Voice(SM)
Origination  Service,  the  traffic  will initially be delivered the same way as
Basic  On-Net  Service,  but  Customer will obtain, at its own cost, an internet
connection  from a third party internet service provider that peers with Level 3
to  transport  the  traffic  from the Level 3 network to an Off-Net destination.
Level  3  shall  not  be  responsible  for  the  service of any such third party
providers. In all cases, the traffic will be delivered back to Customer in an IP
format,  after  which  the traffic shall be the sole responsibility of Customer.

(C)     Unless  otherwise  agreed, the (3)Voice(SM) Origination Services shall
only  be  ordered  and  delivered  to  Customer  in  the  United  States.

14.3     CHARGES. For use of (3)Voice(SM) Origination Service (and excluding the
         --------
charges  for  any  other  Service Customer must purchase from Level 3 to use the
same),  Customer  agrees to pay, on a monthly basis: (i) a port charge (the Tort
Charge")  for  each  Port  ordered;  and  (ii)  a DID charge for each DID number
provided  to  Customer by Level 3. A non-recurring order processing charge and a
port  installation  charge  will  also  apply  for each (3)Voice(SM) Origination
Service  ordered  by  Customer.  All such charges will be stated in the Customer
Order.

14.4     PORT  COMMITMENT.  Each  Customer  Order  for  (3)Voice(SM) Origination
         -----------------
Service  shall  state  a  number  of (3)Voice(SM) Origination Service Ports that
Customer  commits  to  buy  from Level 3 for the duration of stated Service Term
(the  "Port


                                  Page 9 of 12
<PAGE>
Commitment").  The Port Commitment will commence upon the expiration of the Ramp
Period  (if  any)  stated  in  the  Customer  Order.  In  any month following an
applicable  Ramp  Period  in  which  Customer  fails to meet its Port Commitment
Customer  will be billed for and will pay Level 3 for the Ports actually used by
Customer  during the month, plus a shortfall fee equal to the difference between
the Port Charges that would have been due had the Port Commitment been satisfied
and  Customer's  actual  Port  Charges.

SECTION  15.  SERVICE  LEVELS
-----------------------------

15.1     GENERAL.   The Services are subject to the following Service Levels, as
         --------
applicable  to  the  particular Service as specified.  In the event Level 3 does
not achieve a particular Service Level in a particular month, Level 3 will issue
a  credit  to  Customer  as set forth below upon Customer's request To request a
credit,  Customer  must contact Level 3 Customer Service within thirty (30) days
of  the  end  of  the month for which a credit is requested.    Level 3 Customer
Service  may  be  contacted  by  calling toll free in the U.S. 1-877-4LEVEL3 (1-
877-453-8353).   In  no  event  shall  the  total  amount  of  credits issued to
Customer  per  month  exceed  the  non-recurring  charges  ("NRC")  and  monthly
recurring  charges  ("MRC")  for  the  affected  Service.

15.2     (3)LINK(SM)  PRIVATE  LINE  AND (3)LINK(SM) WAVELENGTHSERVICE LEVELS.
         ---------------------------------------------------------------------
The  following  service  levels are applicable where Customer orders (3)Link(SM)
Private  Line  Service  or  (3)Link(SM)  Wavelength  Service.
(A)  Installation  Service  Level.  (1)  Level  3  will  exercise  commercially
     -----------------------------
reasonable  efforts  to  install  any  (3)Link(SM)  Private  Line  Service  or
(3)Link(SM)  Wavelength  Service on or before the Customer Commit Date specified
for  the  particular Service. This installation Service Level shall not apply to
Customer  Orders  that  contain  incorrect  information  supplied  by  Customer,
Customer  Orders  that  are  altered  at Customer's request after submission and
acceptance  by  Level  3.  In  the event Level 3 does not meet this Installation
Service Level for a particular Service for reasons other than an Excused Outage,
Customer  will be entitled to a service credit off of the NRC and/or MRC for the
affected  Service  as  set  forth  in  the  following  tables:



For  any  (3)Link(SM)  Private  Line  Service:


Installation Delay Beyond  Service Level Credit
  Customer Commit Date
-------------------------  --------------------
                        
       1-5 business days   Amount of NRC
-------------------------  --------------------
       6-20 business days  Amount of NRC plus
                           charges for one (1)
                           day of the MRC for
                           each day of delay
-------------------------  --------------------
       21 + business days  Amount of NRC plus
                           one (1) months' MRC
-------------------------  --------------------




For any (3)Link(SM) Wavelength Service:

Installation Delay Beyond  Service Level Credit
Customer Commit Date
-------------------------  --------------------
                        
1-5 business days                 5% of the MRC
-------------------------  --------------------
6 -20 business days              10% of the MRC
-------------------------  --------------------
21 + business days               15% of the MRC
-------------------------  --------------------



(2)  The  Installation  Service  Level  and  associated  credits  set  forth  in
sub-Section  (1) above shall not apply to Off-Net Local Loop Service, including,
without  limitation,  (3)Link(SM)  Metropolitan  Private Line (Off-Net) Service,
provisioned  by  Level  3  through  a  third  party  carrier  for the benefit of
Customer.  Level  3  will pass-though to Customer any installation service level
and  associated  credit  (if  applicable) provided to Level 3 by the third party
carrier  for  such  Off-Net  Local  Loop  Service.

(B)  Availability  Service Level for Protected (3)Link(SM) Private Line Service.
     --------------------------------------------------------------------------
(1)  The  Availability  Service  Level  for  Protected (3) Link(SM) Private Line
Service  delivered  over  Level  3's network is 99.99% for Protected Terrestrial
(3)Link(SM)  Private  Line Service and 99.9% for Protected Submarine (3)Link(SM)
Private  Line  Service. In the event that any Protected (3)Link(SM) Private Line
Service becomes unavailable (as defined below) for reasons other than an Excused
Outage,  Customer  will  be  entitled to a service credit off of the MRC for the
affected  Service based on the cumulative unavailability of the affected Service
in a given calendar month as set forth in the following table.



Cumulative                    Service Level Credit
Unavailability
----------------------------  --------------------
                           
0-5 minutes                   No Credit
----------------------------  --------------------
5:01   minutes   -  45               5% of the MRC
minutes
----------------------------
45:01   minutes   -  4 hours        10% of the MRC
----------------------------  --------------------
4:01 - 8 hours                      20% of the MRC
----------------------------  --------------------
8:01 -12 hours                      30% of the MRC
----------------------------  --------------------
12:01 - 16 hours                    40% of the MRC
----------------------------  --------------------
16:01 -24 hours                     50% of the MRC
----------------------------  --------------------
24:01 + hours                      100% of the MRC
----------------------------  --------------------


For  purposes  of this Section 15.2, "unavailable" or "unavailability" means the
duration  of  a  break  in  transmission  measured  from  the  first  often (10)
consecutive  severely  erred  seconds ("SESs") on the affected Service until the
first  of  ten  (10)  consecutive  non-SESs. An SES is a second with a bit error
ratio  of  greater  than  or  equal  to  1  in  1000.

(2)     The Availability Service Levels and associated credits set forth in this
Section  15.2(B)  shall  not  apply  to  Off-Net  Local Loop Service, including,
without  limitation,  (3)Link(SM)  Metropolitan  Private Line (Off-Net) Service,
provisioned  by  Level  3  through  a  third  party  carrier  for the benefit of
Customer.  Level  3  will pass-though to Customer any availability service level
and  associated  credit  (if  applicable) provided to Level 3 by the third party
carrier  for  such  Off-Net  Local  Loop  Service.

(3)     Without  prejudice  to  Customer's  right to service credits pursuant to
subsection  (1) above, if the (3) Link(SM) Private Line Services are provided in
Germany,  then  the Availability Service Level for such (3)Link(SM) Metropolitan
Private Line (Off-Net) Service is 97.5% (based on an annual average) and (3)Link
Metropolitan Private Line (On-Net) Service is 99.9% (based on a calendar month).

(C)  Availability Service Level for Unprotected (3) Link(SM)Private Line Service
     ---------------------------------------------------------------------------
and  (3)  Llnk(SM)  Wavelength  Service.  (1)  Inthe  event that any Unprotected
---------------------------------------
(3)Link(SM)  Private  Line  Service  or  (3)Link(SM)  Wavelength Service becomes
unavailable  (as  defined  in  Section  15.2(B) above) for reasons other than an
Excused Outage, Customer will be entitled to a service credit off of the MRC for
the  affected  Service  based  on the cumulative unavailability for the affected
Service  in  a  given  calendar  month  as  set  forth  in  the following table:


                                  Page 10 of 12
<PAGE>


Cumulative Unavailability  Service Level Credit
-------------------------  --------------------
                        
0-24 hours                 No Credit
-------------------------  --------------------
24:01 - 30 hours           2.5% of the MRC
-------------------------  --------------------
30:01 -36 hours            5% of the MRC
-------------------------  --------------------
36:01 - 42 hours           7.5% of the MRC
-------------------------  --------------------
42:01 + hours              10% of the MRC
-------------------------  --------------------


(2)  The  Availability  Service  Levels and associated credits set forth in this
Section  15.2(C)  shall  not  apply  to  Off-Net  Local Loop Service, including,
without  limitation,  (3)Link(SM) Metropolitan Private Line (Off-Net) - Service,
provisioned  by  Level  3  through  a  third  party  carrier  for the benefit of
Customer.  Level  3  will pass-though to Customer any availability service level
and  associated  credit  (if  applicable) provided to Level 3 by the third party
carrier  for  such  Off-Net  Local  Loop  Service.

15.3 (3)CrossRoads(SM).  The  following  service  levels  are  applicable  where
     ----------------
Customer orders  (3)CrossRoads(SM)  Service.
(A)     Installation  Service  Level.      Level  3  will  exercise commercially
        -----------------------------
reasonable  efforts  to  install  any (3)CrossRoads(SM) Service on or before the
Customer  Commit  Date  specified  for the particular Service. This Installation
Service  Level  shall  not  apply  to  Customer  Orders  that  contain incorrect
information  supplied  by  Customer  or  Customer  Orders  that  are  altered at
Customer's  request  after  submission  and  acceptance by Level 3. In the event
Level  3  does not meet this Installation Service Level for a particular Service
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  equal to the charges for one (1) day of the MRC for the affected Service
for  each  day  of  delay,  up  to  a  monthly  maximum  credit often (10) days.

(B)     Availability  Service  Level. (1)  The Availability  Service  Level  for
        ----------------------------
(3)CrossRoads(SM)  Service is 100%.  The (3)CrossRoads(SM) Service is considered
unavailable  if  more than one (1) port is unable to send or receive traffic. In
the  event  that  the  (3)CrossRoads(SM) Service becomes unavailable for reasons
other  than an Excused Outage, Customer will be entitled to a service credit off
of  the  MRC  for the affected Service based on the cumulative unavailability of
the affected Service in a given day as set forth in the following table:



Duration of Service Unavailability  Service Level Credit
----------------------------------  --------------------
                                 
0-15 minutes                        1 hour
----------------------------------  --------------------
15:01 minutes - 8 hours             3 hours
----------------------------------  --------------------
8:01 -12 hours                      12 hours
----------------------------------  --------------------
12:01 - 16 hours                    16 Hours
----------------------------------  --------------------
16:01 - 24 Hours                    1 day
----------------------------------  --------------------



(2)  Without  prejudice  to  Customer's  right  to  service  credits pursuant to
subsection  (1)  above,  if  the  (3)  CrossRoads(SM)  Services  are provided in
Germany, then the Availability Service Level for such (3)CrossRoads(SM) Services
on  the Local Loop is 97.5% (based on annual average) and On-Net is 99.9% (based
on  calendar  month).

(C)  Delay  Service  Level.  The following Delay Service Level is measured as an
     ---------------------
average  one-way  delay over a calendar month for traffic on the Level 3 network
between  Gateways.  Delay measurements may be obtained from the Level 3 web site
at  www.Level3.com.  in the event of a delay in excess of the Service Levels set
forth  below for reasons other than an Excused Outage, Customer will be entitled
to  receive a service credit equal to the charges for one (1) day of the MRC for
the affected Service, up to a monthly maximum credit of one (1) day per calendar
month.



Route                   Delay Service Level
----------------------  -------------------
                     
Intra-U.S.              40 ms
----------------------  -------------------
Intra-Europe            30 ms
----------------------  -------------------
London to New York, NY  40 ms
----------------------  -------------------


(D)  Packet  Delivery  Service  Level.  The  Packet  Delivery  Service Level for
     --------------------------------
(3)CrossRoads(SM) Service is  99%  for  On-Net  traffic between Gateways. Packet

Delivery  is the average number of Internet Protocol (IP) packets of information
that  transit  the Level 3 network and are delivered by Level 3 to the intended.
On-Net  destination  in  a  calendar  month. Packet Delivery measurements may be
obtained  from the Level 3 web site at www.LeveI3.com. In the event Level 3 does
not  meet  the  Packet  Delivery Service Level for reasons other than an Excused
Outage  or  as  a  result  of  any  third  party  local  access circuit (whether
provisioned  by  Customer  or  Level  3), Customer will be entitled to receive a
service  credit equal to the charges for one (1) day of the MRC for the affected
Service,  up  to  a  monthly  maximum  credit of one (1) day per calendar month.
15.4  (3)Connect(SM)  Modem.  The  following service levels are applicable where
         -------------------
Customer  orders  (3)Connect(SM)  Modem  Service.

(A)     Installation  Service  Level.     Level  3  will  exercise  commercially
        ----------------------------
reasonable  efforts to install any (3)Connect(SM) Modem Service on or before the
Customer  Commit  Date  specified  for the particular Service. This Installation
Service  Level  shall  not  apply  to  Customer  Orders  that  contain incorrect
information  supplied  by  Customer  or  Customer  Orders  that  are  altered at
Customer's  request  after  submission  and  acceptance by Level 3. In the event
Level  3  does not meet this Installation Service Level for a particular Service
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  equal  to  fifty  percent  (50%)  of  the  Non-Recurring Charges for the
affected  Service.

B)     Call  Success  Rate  (CSR)  Service  Level.   The CSR Service  Level  for
       ------------------------------------------
(3)Connect(SM)  Modem  Service  is  90%*.  The  CSR  is measured by Level 3 as a
monthly  average across the Level 3 modem network calculated based on the number
of  IP  sessions established against the total sessions attempted. An IP session
is  established  when  the  modem  port  is  available  to  send,  receive  and
authenticate  traffic.  In the event Level 3 does not meet the CSR Service Level
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  off  of  the  MRC for the affected Service as set forth in the following
table:



CSR           Credit
------------  ---------------
           
88 to 89.99%  2.5% of the MRC
------------  ---------------
85 to 87.99%  5% of the MRC
------------  ---------------
80 to 84.99%  7.5% of the MRC
------------  ---------------
< 79.99%      10% of the MRC
------------  ---------------
<FN>

*    The CSR Service Level does not apply to ISDN Service.


(2)  Without  prejudice  to  Customer's  right  to  service  credits pursuant to
subsection (1) above, if the (3)CrossRoads(SM) Services are provided in Germany,
then  the  Availability Service Level for such (3)CrossRoads(SM) Services on the
Local Loop is 97.5% (based on an annual average) and On-Net is 99.9% (based on a
calendar  month).

15.5  (3)Center(SM) Colocation.   The  following service levels  are  applicable
       -----------------------
where Customer  orders  (3)Center(SM) Colocation.
(A)  Installation  Service  Level.  This  installation  Service Level applies to
     ----------------------------
cabinet  and  private  suite Colocation Space ordered in a Gateway. Level 3 will
exercise  commercially  reasonable efforts to install any Colocation Space on or
before  the  Customer  Commit  Date  specified  for  such Colocation Space. This
Installation  Service  Level  shall  not  apply  to


                                  Page 11 of 12
<PAGE>
Customer  Orders  which  contain  incorrect  information  supplied  by Customer,
Customer  Orders  which  are  altered at Customer's request after submission and
acceptance  by  Level  3,  or Customer Orders which require Level 3 to configure
Colocation  Space to specifications other than Level 3's standard specifications
for  Colocation  Space  (such  standard specifications are available to Customer
upon  request).  In  the  event  Level 3 does not meet this Installation Service
Level  for  a  particular  Colocation  Space  for  reasons other than an Excused
Outage,  Customer  will be entitled to a service credit equal to the charges for
one  (1) day of the MRC for the affected Colocation Space for each day of delay,
up  to  a  monthly  maximum  credit  of  four  (4)  days.

(B)     Power  Service  Level.  The  Availability  Service  Level  for  Level  3
        ----------------------
provided  power  to  the  Colocation  Space is 99.99%. In the event of any power
outage  for  reasons  other than Customer actions or omissions, Customer will be
entitled to receive a service credit equal to the charges for one (1) day of the
MRC  for  the  affected Colocation Space (with a maximum of a one (1) day credit
for  all  outages  in  any  twenty  four  (24)  hour  period).

(C)     Remote  Hands  Response  Time Service Level.   The Response Time Service
        --------------------------------------------
Level  for  Remote Hands is as set forth below. This Response Time Service Level
is  measured  from  the  time   Level   3   Customer  Service   receives   and
logs  Customer's  request  with  all  of the necessary information requested  by
Level  3  Customer  Service,  until a Level 3 technician first calls Customer in
response  to  the  request.  In  the  event  Level 3 does not meet the following
Response Time Service Level, Customer will be entitled to a service credit equal
to  the  charges  for  one  (1) day of the MRC for the affected Colocation Space
(with  a  maximum  of  a one (1) day credit for all instances of delay in a day,
with  a  total  monthly  maximum  credit  of  seven  (7)  days).

Service  Level
--------------------------------------
Hours                 Response
of Operation          Time
----------------      ----------------
7 a.m. to 7 p.m.      30 minutes
(M-F)
----------------      ----------------
Off-hours,            2 hours
holidays &
weekends
----------------      ----------------

15.6  (3)  Center(SM)  Intra-Market Colocatiort Connection (lMCC). The following
service  levels are applicable where Customer orders (3) Center  IMCC Service.

(A)     Installation  Service  Level.     Level  3  will  exercise  commercially
reasonable  efforts  to  install any (3)Center(SM) IMCC Service on or before the
Customer  Commit  Date  specified  for the particular Service. This Installation
Service  Level  shall  not  apply  to  Customer  Orders  that  contain incorrect
information  supplied  by  Customer,  or  Customer  Orders  that  are altered at
Customer's  request  after  submission  and  acceptance by Level 3. In the event
Level  3  does not meet this Installation Service Level for a particular Service
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  equal to the charges for one (1) day of the MRC for the affected Service
for  each  day  of  delay,  up  to  a  monthly  maximum credit of four (4) days.

(B)     Availability  Service  Level.   The  Availability  Service Level for (3)
Center(SM)  IMCC  Service  is  96.7%.  In the event the (3)Center   IMCC Service
becomes  unavailable  for reasons other than an Excused Outage, Customer will be
entitled  to  a  service credit off of the MRC for the affected Service based on
the  cumulative unavailability of the affected Service in a given calendar month
as  set  forth  in  the  following  table:



Duration of Service  Level Credit
   Availability
-------------------  --------------------
                  
0-24 hours           No Credit
-------------------  --------------------
24:01 - 48 hours     10% of MRC
-------------------  --------------------
48:01 -72 hours      20% of MRC
-------------------  --------------------
72:01 + hours        30% of MRC
-------------------  --------------------


For  purposes  of  this  Availability  Service  Level,  (i)  "unavailable"  or
"unavailability"  means total interruption in the Service, and (ii) the duration
of any unavailability event will commence when Customer reports an outage to the
Level  3  Customer Service and Support Organization (1-877-4LEVEL3) and will end
when  the  Service  is  operative.


                                  Page 12 of 12
<PAGE>
                                                                    YP.net, Inc.
                                                                December 3, 2001


                                    ADDENDUM

This  Addendum (the  "Addendum") made as of the 03 day of Dec, 2001, ("Effective
                                                --        ---
Date")  modifies  the  Level  3  Communications  Terms  for Delivery of Service,
version  6-0.  as incorporated by Customer Orders for Usage Based (3)Connect(SM)
Modem Services submitted by YP.net, Inc. ('Customer") to Level 3 Communications,
LLC ("Level 3") (collectively the Terms). Capitalized terms used but not defined
herein  shall have the meanings set forth in (he Terms. The terms and conditions
contained  in  this Addendum modify the Terms In the following limited respects:

1.   A  NEW  SECTION  11.3  IS HEREBY ADDED TO PAGE 8 OF THE TERMS AS FOLLOWS:

     11.3 USAGE  BASED  (3)CONNECT(SM)  MODEM  SERVICE.
          --------------------------------------------

     (A)       Customer may submit Customer Orders to Laval 3 (for acceptance by
     Level  3) for Level 3 (3)Connect(SM) Managed Modem Service to be charged by
     Level  3  art a usage basis. The based (3)Connect(SM) Managed Modem Service
     ordered  by  Customer  pursuant  to  this Is herein called the "Usage-Based
     Service",  and the Usage-Based Service will be subject provisions set forth
     below.  This  Addendum  shall  not  affect any of Customer's (3)Connect(SM)
     Managed Modem Service existing as of the date of this Addendum (if any), or
     any  existing  commitments  of  Customer.

     (B)      For any Customer Orders for Usage-Based Service, there shall be no
     minimum  Revenue  Commitment  from  Customer  to  Level  3.

     (C)       Customer  will  be billed  and  agrees  to  pay  a  non-recurring
     installation charge of $5,000.00 which covers all existing markets (approx.
     50) in which Level 3 agrees to deliver Usage-Based Service to Customer (the
     "Existing  markets").  Market  is  defined  as  a  city  in  which  Level 3
     Usage-Based Service. Customer will also be billed in arrears by Level 3, on
     a  monthly  basis  for to actual usage or Level 3 Usage-Based Service on an
     hourly  basis  for  all  Managed  Modem  sessions  at the ending during the
     applicable  billing month. Customer will be billed for all Existing Markets
     rate  set  forth in the chart below (for all hours in the subject month) as
     such  rate  corresponds  is  with  Customer's  actual  usage  of  Level  3
     Usage-Based  Service:

          MONTHLY HOURS            PRICE PER HOUR
          -----------------------  ---------------
          MORE THAN 20,000,000     $         0.105
          5,000,001 TO 20,000,000  $         0.110
          0,000,001 TO 15,000,000  $         0.115
          500.001 TO 10,000,000    $         0.120
          3,000,001 TO 5,000,000   $         0.110
          3,000,000 OR LESS        $         0.160

     Based  on  the  foregoing  and  byway  of  example, If Customer were to use
     4,000,000  hours  of  Usage-Based  Service  in  a month, it would be billed
     $560,000,00  for  such  Service (4,000,000 hours multiplied by $.140 equals
     $560,000.00)

     The  foregoing  notwithstanding,  beginning  three (3) months following the
     Effective  Date  hereof, Customer shall be billed for and be liable for the
     payment  of,  the  greater  of 1) Customer's actual usage or 2) twenty-five
     thousand  ($25,000.00)  dollars  per  month.


<PAGE>
     (D)       The  applicable  hourly  rates for Customers actual usage and any
     applicable  non-recurring  installation  charges for any additional markets
     (the  "Incremental  Markets")  where  Level 3 agrees to provide Usage Based
     Service within any of those Incremental Markets will be determined by Level
     3  and  provided  to  Customer  prior  to Level 3's delivery of Usage-Based
     Service  to  Customer  in  those  Incremental  Markets.

     (E)       Managed Modem sessions will be measured starting with the User ID
     tier one authentication and ending when the user disconnects from Level 3's
     Network. Level 3 accounting records will be used to determine the length In
     time  of  each  subscriber call. At the end of each monthly billing period,
     the  accounting  records for said month will be summed to produce the total
     hours  of  Usage  Based  Service  in  a  month.

     (F)       Customer  will  not  have, nor shall it be entitled to any stated
     number  of  dedicated,  Level  3  Usage  Based  (3)Connect(SM) Modem ports.
     Customer  shall,  on an ongoing quarterly basis, Level 3 with a non-binding
     forecast  (covering  the period, which commences thirty (30) days after and
     ends one-hundred twenty (120) days after its submission to Level 3) Getting
     forth  Customer's estimated forecasted usage of Level 3 Usage Based Service
     on  a  Rate  Center by Rate Center (as defined below) basis (which forecast
     shall  include  Customer's  forecasted  traffic patterns). "Rate Center" as
     used  herein shall mean: the specific geographic point (associated with one
     or  more  specific  NPA-NXX  codas and various Wire Centers) being used for
     billing  and  measuring  Service.  For example, a Rate Center will normally
     include  several  Wire  Centers  within its geographic area, with each Wire
     Center  being defined as having one or more NPA-NXXs. The forecast shall be
     clearly  marked  as  such and shall be delivered via electronic mail to the
     following  individual(s): Jason.Hemmi@level3.com and Jay.Slater@level3.com.
                               ----------------------     ---------------------
     Level 3 shall, within ten (10) business days after receipt of the forecast,
     inform  Customer of any forecasted Usage Based Service Level 3 believes (in
     good  faith)  will not be available for delivery at the locations specified
     within  the  quarter as requested by Customer.  Customer's Initial forecast
     shall  be  submitted  within  fifteen (15) days after its execution of this
     Addendum.

     (G)       The Service Level Agreement for the (3)Connect(SM) Modem  Service
     (as  set forth 11 of the Terms) shall not apply to the Usage-Based Service.


     CUSTOMER  ACCEPTANCE                    LEVEL  3  ACCEPTANCE

     By:  /s/ Don M. Reese                   By:  /s/ Todd C. Coleman
        --------------------------              --------------------------

     Name:  Don M. Reese                     Name:  Todd C. Coleman
          --------------------------              --------------------------

     Its:  Consultant, DOO                   Its:   Vice President
         --------------------------              --------------------------

     Date: 12-03-01                          Date:  December 4, 2001
          --------------------------              --------------------------


Source: OneCLE Business Contracts.