LICENSE AGREEMENT

License  Agreement  made  as  of  August  15,  2002  by  and  between  FairPoint
Communications,  Inc., a Delaware corporation  ("Licensee" or "FAIRPOINT"),  and
Artera Group, Inc., a Delaware corporation ("ARTERA").

WHEREAS  Licensee  is engaged  in the  marketing  of  Internet  services  to the
customers of the Incumbent Local Exchange Carrier companies and Internet Service
Provider  companies that Licensee owns ("FAIRPOINT  ILECs" and "FAIRPOINT ISPs",
respectively); and

WHEREAS Artera Group,  Inc. is engaged in the  development  and  distribution of
Internet infrastructure  technology called "Artera Turbo" that adds value to the
services sold by FAIRPOINT and its Affiliates; and

WHEREAS  Licensee is desirous of obtaining a license from ARTERA to use and sell
the "Artera Turbo" technology;

NOW THEREFORE,  in consideration of the mutual covenants  contained  herein,  as
well as other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:


ARTICLE 1.  DEFINITIONS

As used herein, the terms described below have the following meanings.

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1.1  "Affiliate"  shall mean any legal entity that,  directly or indirectly,  is
     controlled by, in control of, or under common control with the legal entity
     with reference to which the term "Affiliate" is used.

1.2  "ARTERA Technology  License" shall mean the license to the Licensed Patents
     and the Licensed  Technology  granted by ARTERA to Licensee under Article 2
     of this Agreement.

1.3  "Confidential  Information" shall mean the information described in Article
     5 below and shall include the Deliverables and any and all samples, models,
     prototypes,  drawings,  specifications,   formulas,  algorithms,  software,
     operating  techniques,  processes,  data,  technical and other information,
     including  any  information  relating  to the status of  research  or other
     investigations  being conducted,  whether given in writing,  orally,  or in
     magnetic  or other  electronic  processing  form to the  extent  that  such
     information is not in the public domain through other than a breach of this
     Agreement.

1.4  "Deliverables"  shall  mean the  models,  specifications,  codes  and other
     documentation and materials  described on Schedule A hereto to be delivered
     by ARTERA to Licensee under Section 4.3 of this Agreement.

1.5  "Know-how",  in general, will have its usual and accepted meaning, that is,
     inter alia, all factual  knowledge and  information not capable of precise,
     separate  description  but  which,  in an  accumulated  form,  after  being
     acquired as the result of trial and error, gives to the one acquiring it an
     ability to produce and market  something which one otherwise would not have
     known  how to  produce  and  market  with the same  accuracy  or  precision
     necessary for commercial success.

1.6  "Licensed  Patents" shall mean all those patents relating to "Artera Turbo"
     that are owned by ARTERA  together with those  patents  issued under patent
     applications  filed or to be filed relating to "Artera Turbo" including any
     continuations, continuations-in-part,

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     divisions, extensions, reissues,  re-examinations or renewals of any of the
     foregoing.  Such Licensed Patents as pending as of the hereof are set forth
     on Schedule D hereto.

1.7  "Licensed  Product" shall mean a product embodying or employing all or part
     of the  Licensed  Patents  or  Licensed  Technology,  sold as a bundled  or
     unbundled  add-on  subscription  product  or  service,  including,  but not
     limited to, "Artera Turbo" and all updates, enhancements and/or derivatives
     thereof.

1.8  "Licensed  Technology"  shall mean that unpatented  technology  relating to
     "Artera  Turbo"  and owned by ARTERA  now or in the  ----------------------
     future.

1.9  "Market" shall mean any residential or business users of Internet access in
     the United States of America..

1.10 "Technical  Information"  shall mean technical,  design,  engineering,  and
     manufacturing  information and data pertaining to the design,  manufacture,
     commercial  production and distribution of Licensed Products in the form of
     designs,   prints,   plans,  material  lists,   drawings,   specifications,
     instructions,  reports, records, manuals, other written materials, computer
     programs and software and other forms or media relating thereto.


ARTICLE 2.  LICENSES

2.1  The ARTERA  Technology  License - License to  Licensed  Products,  Licensed
     Patents and Licensed  Technology.  Subject to the terms and  conditions  of
     this  Agreement,  ARTERA  hereby  grants to Licensee  and its  Affiliates a
     license to use,  distribute  and sell Licensed  Products that  incorporate,
     embody or are based on a Licensed Patent or Licensed Technology.

2.2  Limitations.  The ARTERA Technology License shall be limited to the Market,
     and  shall  be  non-exclusive  against  all  others  only  as to  the  use,
     distribution and sale of Licensed Products in the Market.

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2.3  Assignments and Sublicensing. The rights and licenses granted hereunder may
     not be sublicensed, conveyed, assigned or otherwise transferred by Licensee
     to any third party.

2.4  Acceptance.  Licensee  hereby  (i)  accepts  the  rights  under the  ARTERA
     Technology  License  granted to it by ARTERA under this Article 2, and (ii)
     acknowledges that the rights that ARTERA has granted to Licensee  hereunder
     are non-exclusive and limited to the use, distribution and sale of Licensed
     Products in the Market subject to the limitations set forth herein.

2.5  Patents and Copyright  Notices.  Licensee shall mark each Licensed  Product
     sold,  leased,  distributed  or otherwise  transferred  and shall cause all
     licenses,  contracts and agreements with other parties for the sale, lease,
     distribution,  use or other  disposition of Licensed  Products to contain a
     provision  requiring,  if feasible in Licensee's  reasonable opinion,  such
     other  parties  to  mark  each  Licensed  Product  with a  suitable  legend
     identifying  the  Licensed   Patents  and  Licensed   Technology  with  the
     appropriate  patent or  copyright  notice,  as the case may be, in the form
     provided to Licensee by ARTERA. If, in Licensee's  reasonable opinion,  the
     Licensed  Product is too small to have a legend placed on it, Licensee will
     use all reasonable  efforts to have a legend placed on the software  and/or
     packaging.


ARTICLE 3.  FEES AND ROYALTIES

3.1  Upfront  Fees.  FAIRPOINT  shall pay no  upfront  license  fees  under this
     Agreement.

3.2  Unit Royalties for Residential Subscribers.  For each Licensed Product unit
     sold to an end user by or through  FAIRPOINT,  FAIRPOINT shall pay ARTERA a
     unit royalty as follows:  (a) If the price of the unit on ARTERA's standard
     price  sheet  for the  month  of the  sale to the  end  user by or  through
     FAIRPOINT (the "Standard Price") is $10.00 or more, the unit royalty is the
     greater  of 50% of the  price of the unit to the end user in the sale by or
     through FAIRPOINT (the "FAIRPOINT Price") or $5.00; and (b) if the

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     Standard Price is less than $10.00,  the unit royalty is the greater of 50%
     of the Standard  Price or 50% of the FAIRPOINT  Price.  ARTERA's  "Standard
     Price" to Licensee for each Licensed  Product  shall be the most  favorable
     price offered to any customer or licensee or otherwise by ARTERA.

3.3  Unit  Royalties for Business  Subscribers.  For each Licensed  Product unit
     sold to a business user by or through FAIRPOINT, FAIRPOINT shall pay ARTERA
     a unit  royalty  as  follows:  (a) If the  price  of the  unit on  ARTERA's
     standard  price  sheet  for the  month  of the sale to the  business  by or
     through  FAIRPOINT  (the  "Standard  Price")  is $55.00  or more,  the unit
     royalty  is the  greater of 50% of the price of the unit to the end user in
     the sale by or through FAIRPOINT (the "FAIRPOINT Price") or $27.50; and (b)
     if the Standard Price is less than $55.00,  the unit royalty is the greater
     of 50% of the  Standard  Price  or  50% of the  FAIRPOINT  Price.  ARTERA's
     "Standard  Price" to Licensee for each  Licensed  Product shall be the most
     favorable price offered to any customer or licensee or otherwise by ARTERA.

3.2  Payment. FAIRPOINT shall pay the royalties owed ARTERA on the fifteenth day
     after the end of each calendar month.3.4

3.5  Customer  Support  Services.  Except  as set  forth in  Schedule  B hereto,
     FAIRPOINT  agrees  to  support  all  FAIRPOINT  customer  subscribers  in a
     commercially reasonable manner.

3.6  Residential  Subscriber Threshold  Requirement.  Licensee agrees that as of
     February 1, 2003 it shall have 7,500  subscribers and as of June 1, 2003 it
     shall have 15,000 subscribers.  If Licensee fails to meet these thresholds,
     then the unit  royalties  set forth in  subsection  3.2 shall be altered as
     follows until such date as such thresholds are met:

          (a)  If the price of the unit on ARTERA's standard price sheet for the
               month of the sale to the end user by or  through  FAIRPOINT  (the
               "Standard  Price")  is $10.00 or more,  the unit  royalty  is the
               greater  of 60% of the  price  of the

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               unit to the end user in the  sale by or  through  FAIRPOINT  (the
               "FAIRPOINT  Price") or $6.00;  and (b) if the  Standard  Price is
               less than  $10.00,  the unit royalty is the greater of 60% of the
               Standard Price or 60% of the FAIRPOINT Price.


ARTICLE 4.  DISCLOSURE OF INFORMATION, DATA AND KNOW-HOW

4.1  Disclosure.  The  parties  shall  disclose  to each other such  appropriate
     Technical and/or Confidential  Information as may be reasonably required to
     accomplish  the purposes of this  Agreement.  It is agreed,  however,  that
     neither party shall be obligated to disclose information, the disclosure of
     which has been restricted by a third party.

4.2  Treatment.  All  disclosed  Technical  Information  which  is  Confidential
     Information  (as defined in Article 5 below) shall be kept  confidential by
     the receiving party in accordance with the further  provisions of Article 5
     below and will remain the property of the disclosing party.

4.3  Deliverables.  ARTERA  shall  deliver the  Deliverables  to Licensee and in
     accordance with the delivery dates set forth on Schedule A hereto.


ARTICLE 5.  CONFIDENTIALITY

5.1  Definitions. Each party possesses and will continue to possess confidential
     information relating to its business and technology,  which has substantial
     commercial  and  scientific  value in the  business  in which it is engaged
     ("Confidential   Information").   Subject  to  Section  5.4,   Confidential
     Information  includes,  but  is not  limited  to:  Deliverables,  Technical
     Information,   trade  secrets,  processes,  formulas,  data  and  Know-how,
     discoveries,  developments, designs, improvements,  inventions, techniques,
     marketing   plans,   strategies,    forecasts,   new   products,   software
     documentation,  unpublished  financial  statements,  budgets,  projections,
     licenses,  prices,  costs,  customer  lists,  supplier  lists and any other
     material marked "Confidential Information", "Proprietary Information" or in
     some  other  reasonable   manner  to  indicate  it  is  confidential.   Any

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     Confidential  Information  disclosed  between the parties  hereto orally or
     visually, in order to be subject to this Agreement,  shall be so identified
     to the receiving party at the time of disclosure and confirmed in a written
     summary  appropriately marked as herein provided within ten (10) days after
     such oral or visual disclosure.

5.2  Treatment.  Each party shall  during the term of this  Agreement  and for a
     period of five (5) years thereafter, hold in confidence and not disclose to
     third parties except as  specifically  permitted under this Section 5.2 and
     Section 5.4 below any and all  Confidential  Information of the other party
     disclosed directly or indirectly to it by the other party.

     Each party shall take the following minimum  safeguards with respect to the
     Confidential Information of the other party:


     (a)  only  those of its  employees  who need to receive  the other  party's
          Confidential  Information  in order to carry out the  purposes of this
          Agreement shall have access to such  information and such access shall
          be limited to only so much of such information as is necessary for the
          particular employee to properly perform his or her duties;

     (b)  all documents,  drawings, writings and other embodiments which contain
          Confidential  Information  of the other party shall be maintained in a
          prudent  manner in a secure  fashion  separate  and apart  from  other
          information in its  possession and shall be removed  therefrom only as
          needed to carry out the purposes of this Agreement;

     (c)  all documents, drawings, writings and other embodiments of information
          the  security  or  safekeeping  of which are  subject to  governmental
          regulations shall be kept in accordance with those regulations;

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     (d)  all employees and  contractors  who shall have access to  Confidential
          Information of the other party shall be under written obligation to it
          (i)  to  hold  in  confidence   and  not  disclose  all   Confidential
          Information  made available to them in the course of their  employment
          or services;  (ii) to use such  Confidential  Information  only in the
          course  of  performing  their  duties;  and  (iii) to  assign to their
          employer or the party  retaining them all  inventions or  improvements
          relating  to  such  entity's  business  and  conceived  while  in such
          entity's  employ or retained by such entity unless such  assignment is
          prohibited by applicable law.

     Notwithstanding the foregoing, a party receiving  Confidential  Information
     of the other party may  disclose to its  subcontractors  and  material  and
     component  suppliers  so  much  of  such  Confidential  Information  as  is
     necessary  to enable  such  party to perform  its  duties  and  obligations
     related to the  accomplishment  of the purposes of this Agreement  provided
     that such  subcontractors  and  suppliers  are  obligated  to such party in
     writing (i) to hold in confidence  and not disclose such  information;  and
     (ii) not to use such information except as authorized by such party.

     In no event shall the party receiving Confidential Information of the other
     party  disassemble,  reverse  engineer,  re-engineer,   redesign,  decrypt,
     decipher,   reconstruct,   re-orient,  modify  or  alter  any  Confidential
     Information of the disclosing party or any circuit design, algorithm, logic
     or  program  code in any of the  disclosing  party's  products,  models  or
     prototypes  which contain  Confidential  Information  or attempt any of the
     foregoing  without first obtaining  written consent of the disclosing party
     in each instance.

5.3  Return.  All  documents,  drawings,  writings  and other  embodiments  of a
     party's  Confidential  Information,  as well as those produced,  created or
     derived  from  the  disclosing  party's   Confidential   Information  which
     incorporate the disclosing party's Confidential Information, and all copies
     thereof,  shall be  returned  promptly  to it by the other  party  upon the
     termination of this  Agreement  provided that the parties shall continue to
     be bound by the provisions of Section 5.2 above.

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5.4  Exclusions. Confidential Information shall not include information that:

     (a)  was at the time of disclosure in the public domain through no fault of
          the party receiving it;

     (b)  becomes  part of the  public  domain  after  disclosure  to the  party
          receiving it through no fault of such party;

     (c)  was in the  possession  of the party  receiving  it (as  evidenced  by
          written  records)  at the  time of  disclosure  and  was not  acquired
          directly or indirectly  from the other party, or a third party, as the
          case may be, under a continuing  obligation of confidence of which the
          party receiving it was aware;

     (d)  was  received  by the party  receiving  it (as  evidenced  by  written
          records) after the time of disclosure hereunder from a third party who
          did not require it to be held in confidence and who did not acquire it
          directly  or  indirectly  from  the  other  party  under a  continuing
          obligation of confidence of which the party receiving it was aware;

     (e)  is required by law, governmental regulations, court order or the rules
          of any relevant securities  exchange to be disclosed,  but only to the
          extent of such required disclosure; provided, that a party required to
          so disclose Confidential  Information shall use best efforts to notify
          the other party of such potential disclosure as soon as practicable so
          that  such  party may seek a  protective  order or other  remedies  to
          maintain in confidence any such Confidential Information;

     (f)  was developed independently by the receiving party and without the use
          of any  Confidential  Information  received from the disclosing  party
          under this Agreement; or

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     (g)  was or is disclosed by the party  owning it to third  parties  without
          restrictions  on use  or  disclosure  comparable  to  those  contained
          herein.


ARTICLE 6.

    [Intentionally Blank]


ARTICLE 7.  TERM

The term of this Agreement  shall begin on the date hereof and,  unless extended
or earlier  terminated by the written agreement of the parties or the provisions
of Article 8 below,  shall expire immediately upon the later of either: (i) with
respect to rights  granted under any patent  hereunder,  the  expiration of that
patent under  applicable  law; or (ii) with respect to the other rights  granted
hereunder,  upon the  expiration  of the last to expire of the patents  licensed
hereunder, or (iii) ten years.


ARTICLE 8.  TERMINATION

8.1  General.  This  Agreement  may be  terminated  prior to the end of the term
     provided in Article 8 above under any of the  following  provisions of this
     Article.

8.2  Breach.  In the  event  of a  material  breach  of this  Agreement,  if the
     defaulting  party  fails to cure the breach  within  thirty (30) days after
     written notice thereof,  in the case of a breach  involving  non-payment of
     amounts to be paid hereunder,  or sixty (60) days, in the case of any other
     kind  of  breach   following  its  receipt  of  written   notice  from  the
     non-defaulting party specifying the nature of the breach and the corrective
     action to be  taken,  then the  non-defaulting  party  may  terminate  this
     Agreement forthwith by delivering its written declaration to the defaulting
     party that this Agreement is terminated;  provided any payment default will
     require the defaulting  party to pay interest in order to cover the default
     at the rate of the then current prime rate at The Chase Manhattan Bank N.A.

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8.3  Insolvency. If one of the parties becomes bankrupt or insolvent, or files a
     petition  therefor,  or  makes a  general  assignment  for the  benefit  of
     creditors, or otherwise seeks protection under any bankruptcy or insolvency
     law,  or upon  the  appointment  of a  receiver  of the  assets  of a party
     ("defaulting  party"),  then  the  other  party  shall  have  the  right to
     immediately  terminate this Agreement upon written notice to the defaulting
     party provided, in any such instance,  that said right of termination shall
     be postponed for as long as the defaulting  party  continues to conduct its
     business in the ordinary course.

8.4  Survival  of  Certain  Terms.   Notwithstanding  the  termination  of  this
     Agreement  under any of the  provisions  of this  Article  8, the terms and
     conditions of Section 4.2 and Article 5 shall survive  termination  of this
     Agreement and shall  continue to be applicable  and govern the parties with
     respect to the subject matter thereof.

8.5  Document  Return.  Each party shall return to the other party within thirty
     (30) days of the date of termination under either Article 7 or this Article
     8 all of the Confidential  Information,  other secret  information,  patent
     applications and Know-how received pursuant to this Agreement together with
     all  other  tangible  property  loaned  to  the  returning  party  for  the
     implementation of this Agreement.


ARTICLE 9.  FORCE MAJEURE

In the event of enforced delay in the performance by either party of obligations
under this Agreement due to unforeseeable  causes beyond its reasonable  control
and without its fault or negligence, including, but not limited to, acts of God,
acts of the government, acts of the other party, fires, floods, strikes, freight
embargoes,  unusually severe weather,  or delays of  subcontractors  due to such
causes  (an  "Event  of  Force  Majeure"),  the  time  for  performance  of such
obligations  shall be extended  for the period of the enforced  delay;  provided
that the party  seeking the benefit of the  provisions  of this Article 9 shall,
within ten (10) days after the beginning of any such enforced delay,  have first
notified the other party in writing of the causes and requested an extension for
the  period of the  enforced  delay and shall use all  reasonable  endeavors  to
minimize the effects of any Event of Force Majeure.

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ARTICLE 10.  APPLICABLE LAW

The terms and conditions of this Agreement and the performance  thereof shall be
interpreted in accordance with and governed by the laws of the State of Delaware
and the United States of America.


ARTICLE 11.  DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve any dispute arising out of
or in  connection  with the  performance,  operation or  interpretation  of this
Agreement promptly by negotiation between the authorized contacts of the parties
(which  authorized  contacts  shall  be  named  in  writing  at the  time of the
dispute).  If a dispute should arise, the authorized contacts will meet at least
once and will  attempt to resolve  the  matter.  Either  authorized  contact may
request  the  other to meet  within  fourteen  (14)  days of any  dispute,  at a
mutually  agreed  time and place.  If the matter  has not been  resolved  within
thirty  (30) days of a request  being  made for such a meeting,  the  authorized
contacts  shall refer the matter to the  representatives  of the parties  (which
representatives  shall be named in writing at the time of the  dispute)  who are
responsible  for matters at the policy or strategic  level who shall meet within
fourteen  (14) days of the end of the thirty (30) day period  referred to above,
at a mutually  agreed time and place. If the matter has not been resolved within
thirty (30) days of a request  being made for this  meeting,  the parties  shall
proceed as follows:


     (a)  Any action,  suit or proceeding  where the amount in controversy as to
          at least one party,  exclusive of the interest and costs,  exceeds One
          Million Dollars (a "Summary  Proceeding"),  arising out of or relating
          to this  Agreement  or the breach,  termination  or validity  thereof,
          shall be litigated  exclusively  in the Superior Court of the State of
          Delaware  (the  "Delaware  Superior  Court")  as a summary  proceeding
          pursuant  to Rules  124-131 of the  Delaware  Superior  Court,  or any
          successor rules (the "Summary Proceeding Rules").  Each of the parties
          hereto  hereby  irrevocably  and  unconditionally  (i)  submits to the
          jurisdiction   of  the  Delaware   Superior   Court  for  any  Summary
          Proceeding,  (ii) agrees not to

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          commence any Summary Proceeding except in the Delaware Superior Court,
          (iii) waives, and agrees not to plead or to make, any objection to the
          venue of any Summary  Proceeding in the Delaware  Superior Court, (iv)
          waives, and agrees not to plead or to make, any claim that any Summary
          Proceeding  brought in the Delaware Superior Court has been brought in
          an improper or otherwise  inconvenient  forum, (v) waives,  and agrees
          not to plead or to make,  any claim that the Delaware  Superior  Court
          lacks personal  jurisdiction  over it, (vi) waives its right to remove
          any Summary  Proceeding to the federal courts except where such courts
          are vested with sole and exclusive  jurisdiction  by statute and (vii)
          understands and agrees that it shall not seek a jury trial or punitive
          damages in any  Summary  Proceeding  based  upon or arising  out of or
          otherwise  related to this  Agreement and waives any and all rights to
          any such jury trial or to seek punitive damages.

     (b)  In the event  any  action,  suit or  proceeding  where  the  amount in
          controversy as to at least one party, exclusive of interest and costs,
          does not exceed One Million Dollars (a  "Proceeding"),  arising out of
          or relating to this  Agreement or the breach,  termination or validity
          thereof  is  brought,  the  parties to such  Proceeding  agree to make
          application  to the  Delaware  Superior  Court to  proceed  under  the
          Summary  Proceeding  Rules.  Until  such time as such  application  is
          rejected, such Proceeding shall be treated as a Summary Proceeding and
          all of the foregoing  provisions  of this Section  relating to Summary
          Proceedings shall apply to such Proceeding.

     (c)  In the event a Summary  Proceeding  is not  available  to resolve  any
          dispute  hereunder,  the  controversy  or claim  shall be  settled  by
          arbitration  conducted on a confidential basis, under the then current
          Commercial  Arbitration Rules of the American Arbitration  Association
          (the  "Association")  strictly  in  accordance  with the terms of this
          Agreement  and the  substantive  law of the  State  of  Delaware.  The
          arbitration  shall be  conducted  at the  Association's  office in the
          State of Delaware

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          by three  arbitrators,  at least one of who shall be  knowledgeable in
          the field of Internet  technology  and at least one of who shall be an
          attorney.  Judgment  upon the  arbitrators'  award may be entered  and
          enforced in any court of competent  jurisdiction.  Neither party shall
          institute a proceeding hereunder unless at least sixty (60) days prior
          thereto such party shall have given written  notice to the other party
          of its intent to do so.  Neither party shall be precluded  hereby from
          securing equitable remedies in courts of any jurisdiction,  including,
          but not  limited  to,  temporary  restraining  orders and  preliminary
          injunctions  to protect its rights and interests but such shall not be
          sought as a means to avoid or stay arbitration.


ARTICLE 12.  ANNOUNCEMENTS & PUBLICITY; INDEPENDENT CONTRACTORS

Except for any disclosure  that may be required by law  (including  filings with
the Securities and Exchange Commission),  neither party may use the other's name
or disclose the terms of this Agreement without the consent of the other,  which
consent  shall not be  unreasonably  withheld  or delayed.  Notwithstanding  the
foregoing, upon the execution of this Agreement ARTERA may issue a press release
in  ARTERA's  customary  format  and  manner  reporting  the  execution  of this
Agreement and its general  subject  matter  provided  ARTERA shall have received
Licensee's   prior  written   approval  thereof  which  approval  shall  not  be
unreasonably withheld or delayed. Each party to this Agreement is an independent
contractor  and neither  shall be  considered  the partner,  employer,  agent or
representative of the other.


ARTICLE 13.  SEVERABILITY

If any part of this  Agreement  for any  reason  shall be  declared  invalid  or
unenforceable,  such decision shall not affect the validity or enforceability of
any remaining  portion,  which shall remain in full force and effect;  provided,
however,  that in the event a part of this Agreement is declared invalid and the
invalidity or enforceability of such part has the effect of materially  altering
the obligations of any party under this Agreement,  the parties agree,  promptly
upon such  declaration's  being made,  to  negotiate in good faith to amend this
Agreement  so as to put such  party in a position  substantially  similar to the
position such party was in prior to such declaration.

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<PAGE>


ARTICLE 14.  RIGHTS OF ASSIGNMENT; SUCCESSORS AND ASSIGNS

Neither ARTERA nor Licensee shall have any right to assign this Agreement or any
of their  respective  rights or  obligations  under this  Agreement to any third
party except by operation of law, or pursuant to Article 2 of this Agreement, or
with the prior written  consent of the other party. In the event Licensee wishes
to assign any of its rights or obligations  under this Agreement to an Affiliate
of Licensee,  ARTERA's consent will not be unreasonably  withheld.  In the event
ARTERA wishes to assign any of its rights or obligations under this Agreement to
an Affiliate of ARTERA,  Licensee's  consent will not be unreasonably  withheld.
The provisions of this  Agreement  shall inure to the benefit of, and be binding
upon, the successors and assigns of each party hereto.


ARTICLE 15.  NOTICES

Any  notices  under  this  Agreement  shall be in  writing  and  shall be deemed
delivered  on the date of delivery if delivered  by personal  service,  telecopy
(and  confirmed by first class mail) or recognized  commercial  courier  service
with postage or charges prepaid, and on the third day following dispatch if sent
only by registered  or certified  mail with postage or charges  prepaid.  Unless
subsequently notified in writing in accordance with this Article 15 by the other
party, any notice or communication hereunder shall be addressed:


If to ARTERA, as follows:

                           Artera Group, Inc.
                           20 Ketchum Street
                           Westport, CT  06880
                           Attn:  Chief Executive Officer
                           Telecopy No.:  203-226-3123


If to Licensee, as follows:

                           FairPoint Communications, Inc.
                           521 East Morehead Street
                           Suite 250
                           Charlotte, NC  28202
                           Attn:  Senior Vice President, Corporate Development
                           Telecopy No.:  704-344-8143

                                       15
<PAGE>


ARTICLE 16.  TAXES

Licensee  shall be  solely  responsible  for any  sales,  use,  occupational  or
privilege  taxes,   duties,  fees  or  other  similar  charges  imposed  by  any
governmental  authority  in  connection  with  the  manufacture,   sale,  lease,
distribution,  use or other  disposition by Licensee of Licensed Products or the
Licenses  granted  hereunder.  Any other taxes,  including income taxes based on
royalties and other payments to ARTERA, shall be the responsibility of ARTERA.


ARTICLE 17.  INDEMNIFICATION

Each of ARTERA and Licensee agrees to indemnify,  defend,  and hold harmless the
other party and each of its officers,  directors,  employees, agents, successors
and assigns (collectively,  the "Indemnified Party") against any and all losses,
claims, damages, liabilities,  costs and expenses (including without limitation,
reasonable  attorneys'  fees and other costs of defense of every kind whatsoever
and the  aggregate  amount  of  reasonable  settlement  of any  suit,  claim  or
proceeding)  which the Indemnified  Party may incur or for which the Indemnified
Party may become liable on account of any suit,  claim or proceeding  purporting
to be based upon a failure to perform  obligations  under this  Agreement  to be
performed by the other party (the "Indemnifying  Party") and/or its employees or
agents.  The Indemnified  Party shall promptly advise the Indemnifying  Party of
any such suit,  claim or proceeding and shall  cooperate  with the  Indemnifying
Party in the defense or settlement of such suit, claim or proceedings  providing
no settlement shall be made without the consent of the Indemnified  Party, which
consent shall not be unreasonably  withheld. In any event, the Indemnified Party
shall furnish to the Indemnifying Party such information  relating to such suit,
claim or proceeding as the Indemnifying  Party shall reasonably  request for use
in defending the same.


ARTICLE 18.  MAINTENANCE AND DEFENSE OF LICENSED PATENTS

18.1 Enforcement of Patents. Throughout the term of this Agreement, ARTERA shall
     maintain in force the Licensed  Patents.  The Licensed  Patents are all the
     patents and/or other filings necessary to protect ARTERA's ownership of the
     Licensed Products. In this

                                       16
<PAGE>


     connection,   ARTERA   shall   promptly  pay  all  costs  of  any  and  all
     continuations,  continuations-in-part,   divisions,  extensions,  reissues,
     re-examinations,  or renewals of the Licensed Patents,  including,  without
     limitation,  the costs and  expenses of any and all  attorneys,  experts or
     other  professionals  engaged in connection  with any of the foregoing.  In
     addition,  ARTERA shall  actively  protect the  Licensed  Patents and shall
     institute all such suits, actions or proceedings for infringement of any of
     the Licensed  Patents as may be necessary  in this  regard.  Unless  ARTERA
     shall have  received  the advice of counsel  that  success on the merits is
     reasonably  certain,  ARTERA  shall be  excused  from its duty to  commence
     and/or may withdraw from any enforcement  action under the Licensed Patents
     and  Licensee  shall  then be free to pursue  enforcement  of the  Licensed
     Patents in its own name and at its sole  expense and risk,  but only to the
     extent such infringement occurs in the Market. In the event ARTERA fails to
     commence an enforcement action or otherwise protect the Licensed Patents as
     aforesaid  after notice of possible  infringement  from Licensee,  Licensee
     shall be entitled  by itself to  institute  proceedings  in the name of and
     with the  cooperation  of  ARTERA  to  restrain  any such  infringement  at
     Licensee's  expense and for Licensee's  benefit.  Where  Licensee  proceeds
     alone and achieves an award from the official  enforcement forum in such an
     action  brought by it,  Licensee  shall be  entitled  to retain such award.
     However,  any  compromise  of such  enforcement  action  or  concession  of
     invalidity  or priority of invention of any patent,  whether in  connection
     with an enforcement action or any other proceeding,  shall require ARTERA's
     participation and express prior written approval.  If ARTERA has elected to
     participate  in and share in the  expense of any such  enforcement  action,
     ARTERA and  Licensee  shall share any award in the same  percentage  as the
     parties shared the expenses of any such enforcement action.

18.2 Infringement. ARTERA shall defend and save harmless Licensee against any
     suit, damage claim or demand, and any loss, cost or expense suffered as a
     result thereof (including reasonable attorneys' fees), based on actual or
     alleged infringement of any patent or trademark or any unfair trade
     practice resulting from the exercise or use, in accordance with this
     Agreement, of any right or license granted under this Agreement, provided
     that Licensee (a) promptly notifies ARTERA of such suit, claim or demand
     and (b) provides ARTERA

                                       17
<PAGE>


     with such  assistance as ARTERA may  reasonably  request for the defense or
     settlement of such suit,  claim or demand.  Notwithstanding  the foregoing,
     ARTERA  shall  have no  liability  to  defend  or pay  damages  or costs to
     Licensee  with  respect  to any claim of  infringement  that is based on an
     implementation designed or modified by any third party or Licensee's use of
     the Licensed Patents or the Licensed  Technology for any purpose other than
     the design, manufacture,  use or sale of Licensed Products pursuant to this
     Agreement.


ARTICLE 19.  WARRANTIES

ARTERA  represents  and warrants  that it has the right,  power and authority to
enter into this  Agreement and to grant the licenses and other rights  contained
herein to Licensee as herein  provided  and that none of the same will breach or
be in violation of any  agreement,  license,  or grant made with or to any other
party by ARTERA or  otherwise  violate the rights of any third party and that to
the best of ARTERA's  knowledge and belief the Licensed Patents and the Licensed
Products are valid and do not infringe any other patent issued prior to the date
hereof.  ARTERA  represents  and  warrants  that it owns all  right,  title  and
interest in and to the  Licensed  products  free and clear of all  encumbrances.
ARTERA  represents  and warrants that the Licensed  Products will conform in all
material  respects  with the product and technical  specifications  set forth on
Schedule  C and  Exhibit 2 hereto,  subject  only to the  operating  environment
limitations set forth on Schedule C and Exhibit 2 hereto.


ARTICLE 20.  DISCLAIMER

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT,  ARTERA HEREBY DISCLAIMS ANY
EXPRESS OR IMPLIED  WARRANTY  OF THE  ACCURACY,  RELIABILITY,  TECHNOLOGICAL  OR
COMMERCIAL VALUE,  COMPREHENSIVENESS  OR MERCHANTABILITY OF THE LICENSED PATENTS
OR THE  LICENSED  PRODUCTS,  OR THEIR  SUITABILITY  OR FITNESS  FOR ANY  PURPOSE
WHATSOEVER. ARTERA DISCLAIMS ALL OTHER WARRANTIES OF WHATEVER NATURE, EXPRESS OR
IMPLIED.  ARTERA  DISCLAIMS  ALL  LIABILITY  FOR ANY LOSS OR  DAMAGE  RESULTING,
DIRECTLY OR  INDIRECTLY,  FROM THE USE OF THE  LICENSED  PATENTS OR THE LICENSED
PRODUCTS,  OTHER THAN THOSE

                                       18
<PAGE>


ARISING FROM CLAIMS OF  INFRINGEMENT  OF  INTELLECTUAL  PROPERTY RIGHTS OF THIRD
PARTIES.  WITHOUT  LIMITING THE  GENERALITY OF THE  FOREGOING,  THIS  DISCLAIMER
EMBRACES  CONSEQUENTIAL  DAMAGES,  LOSS OF PROFITS  OR  GOODWILL,  EXPENSES  FOR
DOWNTIME OR FOR MAKING UP DOWNTIME,  DAMAGES FOR WHICH LICENSEE MAY BE LIABLE TO
OTHER PERSONS, DAMAGES TO PROPERTY AND INJURY TO OR DEATH OF ANY PERSONS.


ARTICLE 21.   SUPPORT SERVICES

ARTERA shall provide  Licensee with  engineering,  maintenance and sales support
with respect to Licensed Products to be sold,  leased,  distributed or otherwise
transferred by Licensee under this Agreement to the extent set forth in Schedule
B hereto.


ARTICLE 22.   SCOPE OF AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral or written agreements
or  understandings  of the parties with regard to the subject matter hereof.  No
interpretation,  change,  termination or waiver of any provision hereof shall be
binding  upon a party  unless in writing  and  executed by the other  party.  No
modification,  waiver, termination,  recession, discharge or cancellation of any
right or claim under this  Agreement  shall affect the right of any party hereto
to enforce any other claim or right hereunder.


IN WITNESS WHEREOF,  FAIRPOINT and ARTERA have executed this Agreement as of the
date first written above.


FAIRPOINT COMMUNICATIONS, INC.                ARTERA GROUP, INC.

By: /s/    Peter G. Nixon                     By: /s/     Michael J. Parrella
    --------------------------------------        ------------------------------
    Name:  Peter G. Nixon                         Name:   Michael J. Parrella
    --------------------------------------        ------------------------------
    Title: Sr. VP of Corporate Development        Title:  Chairman & CEO
    --------------------------------------        ------------------------------

                                       19
<PAGE>


                                                                    SCHEDULE A
                                                                    ----------


                                  DELIVERABLES

     Pursuant to Section 4.3 of this Agreement, ARTERA will supply Licensee with
the following Deliverables on or before the dates set forth below:


Deliverable within 30 days of signing
-------------------------------------
1. Artera Turbo products that function as described in Schedule C.
2. Artera Turbo Software downloadable from the Internet.
3. Documentation downloadable from the Internet.
4. Reproducible Artera Turbo Installation CD, which includes documentation.
5. Sales Presentations and literature in electronic form.
6. Technical presentations in electronic form.


Deliverable with target date of January 1, 2003
-----------------------------------------------

     The "Artera Turbo" product for POP 3 and FTP.
     Virtual Private Networks.
     Road Warrior Option.

Deliverable upon request
------------------------

     Micro Data Centers at negotiated prices.


Deliverable within 30 days of general availability
--------------------------------------------------

     Artera  Turbo  products,  as enhanced or updated from time to time with all
derivatives thereof.

     Artera Operation under the Linux operating system.
     Apple Mac version.

                                       20
<PAGE>


                                                                    SCHEDULE B
                                                                    ----------


                                SUPPORT SERVICES

ARTERA will provide  Licensee with  engineering,  maintenance  and sales support
services as described below.


Services
--------

     1.   Regional Data Centers sized  appropriately to handle subscription base
          that agree to the Service Level Agreement (SLA) defined in Exhibit 1.
     2.   Micro Data Center support at negotiated prices.
     3.   Artera  Turbo  Technical   Support  for  FairPoint   Customer  support
          services.
     4.   Artera Turbo technical training.
     5.   Artera Turbo sales training.
     6.   Artera Turbo web-based customer support system.


ARTERA will also  provide API  interfaces  from its CRM to  FairPoint's  support
customer systems that exist from time to time.

                                       21
<PAGE>


                                                                    SCHEDULE C
                                                                    ----------


                        ARTERA TURBO PRODUCT DESCRIPTION


Artera Turbo Products and Service Offerings
-------------------------------------------
Artera's service offerings address both the residential and business markets and
are packaged and priced for both single-PC and multiple-PC environments.

As a service  offering,  every user must be a registered  subscriber in order to
enable the Artera  software.  Subscription  and  authentication  for each of the
products is through the Artera CRM  systems via either the  publicly  accessible
Internet  web site or the private  extranet  available  to each  Artera  channel
partner.  This prevents  unauthorized  use and allows Artera  partners to freely
distribute Artera client software without fear of piracy.

Single-PC Products
Artera's single-PC  residential  subscriber product includes  client-side Artera
Turbo  software  packaged as a  self-installing  software-only  product  that is
loaded on the subscriber's computer.

In the case of a dial-up user, the phone line may be either shared (i.e. the
subscriber has only one line to the home) or dedicated where a second line is
used exclusively for data communications.

-------------------------- ---------------------------- ------------------------
          Single-PC                Artera Turbo               Artera Turbo
      Configuration               ONE DIAL LINE              TWO DIAL LINES
-------------------------- ---------------------------- ------------------------
     Achieved Speed                 >256K bps                  >512K bps
-------------------------- ---------------------------- ------------------------


The Single-PC  offering is the principal product for the residential  market. It
is also an important offering for small businesses and traveling professionals.

Multiple-PC Products

Artera's multiple-PC product is comprised of two components:

  o       Artera software a self-installing software-only product that is loaded
          on the  subscriber's  computer  (the same  software  as the  single-PC
          product)

  o       Artera  software,  which  is  installed  on  a  PC,  designated  as  a
          communication gateway for the office.

Multiple-PC  systems support the use of two or four dedicated phone lines, which
are connected to the Artera gateway PC. These lines are shared by all of the PCs
at the site.  The  multiple-PC  product is the principal  offering to businesses
with more than one PC and to the growing multi-PC residential marketplace.

-------------------------- ---------------------------- ------------------------
        Multiple-PC                Artera Turbo                Artera Turbo
      Configuration               TWO DIAL LINES             TWO DIAL LINES
-------------------------- ---------------------------- ------------------------
     Achieved Speed                 >512K bps                 >1,000K bps
-------------------------- ---------------------------- ------------------------

                                       22
<PAGE>


Residential and Business Product Features
-----------------------------------------
The following matrix highlights the different features of the business and
residential product offerings.


Established Communications Platform
-----------------------------------

--------------------------------------------------------------------------------
   Feature        Corporate   Corporate   Residential  Residential   Residential
     Set           Gateway     Client      Gateway     User 2-line   User 1-line
--------------------------------------------------------------------------------
VPN
E-Mail Saver          X           X           n/a          n/a          n/a

Net Switcher          X          n/a           X           n/a          n/a

User Accounting       X           X           n/a           X            X

Sight Blocking        X           X            X            X            X

Ad Optimization       X           X            X            X            X

Content Control       X           X            X            X            X

DHCP Server           X          n/a           X           n/a          n/a

Line Teaming         16           2            2            2            1

Firewall              X           X            X            X            X

PC Sharing            X          n/a           X           n/a          n/a

SmartHost             X           X            X            X            X

Max. Users           250          1            5            1            1
--------------------------------------------------------------------------------


                                 * This is the
                                  Road Warrior
                                    Version


The Artera Turbo technology has been integrated into a complete  Internet access
platform  provided  by a NCT  Group  subsidiary,  MidCore  Software,  Inc.  This
platform,  includes  everything  required  to connect to the  Internet,  such as
router, firewall, content control, usage accounting,  email server and many more
features in a single  plug-and-play  solution - all  optimized  for speed.  This
platform is currently installed in over 5,000 locations with in excess of 60,000
users.

This  combination  is ideally  suited to end users and  organizations  that have
limited  or no  access  to IT  expertise.  Artera's  full  service  IT  solution
offerings  address the needs of small and medium  businesses  for  connectivity,
security,   managed  Internet  applications,   accountability,   capability  and
standards compliance.  Many competitive platforms solutions have bolted together
software from different sources to provide a solution. In contrast, Artera Turbo
and all of its  features  were  written  from the  ground up to  ensure  maximum
performance and compatibility.

                                       23
<PAGE>


Some of the important features provided by Artera include:

    >  PC sharing

    >  Firewall protection

    >  Virtual private networking

    >  Secure email server

    >  Connection Teaming(TM)
    >  Usage accounting
    >  Site blocking
    >  Content control
    >  DHCP server
    >  Road Warrior

Source: Artera Group, Inc.
--------------------------------------------------------------------------------

PC Sharing:  Establishing Internet access involves connecting multiple computers
together to share the network connection.  Artera's integrated router eliminates
the need to purchase or install additional router hardware.

Firewall Security:   Ultra-secure  firewall  protects  businesses  from unwanted
access from the Internet.  Gartner  Group  reported that 60% of small and medium
businesses  with always on Internet  connections  are  accessed by  unauthorized
third parties and that less than 50% of those are aware of any  intrusion.  Full
security   protection  is  a  requirement  for  both  residential  and  business
subscribers.

Secure Internet Communication - Virtual Private Networking:   Businesses with
multiple  locations  look for  solutions  to  interconnect  offices  in order to
transfer data between locations.  Traditionally,  these networks were built with
private   communications  lines.  While  this  ensured  security,  it  was  very
expensive.  Virtual  Private  Network  allows  businesses  to  achieve  the same
security over Artera's  shared network using state of the art  encryption.  This
provides  the  highest  level of security at a fraction of the cost of a private
network.

                                       24
<PAGE>


Managed Internet Email:    Artera's  secure  email  server  is a  full-featured,
easy-to-administer part of the integrated solution. This eliminates the cost and
technical  skills  required to integrate and operate  standalone  email servers,
such as Microsoft Exchange Server.

Site Blocking and Usage Accounting:    Many  productivity  gains won with shared
access  for all  employees  and  managed  Internet  applications  are too  often
countered with  unproductive  Internet  activities by employees.  Non-productive
Internet  activities are avoided by blocking  undesirable  sites on a user basis
(for example,  management  may be allowed to look at stock quote sites,  but not
employees) and by specifying  industry  standard content control filtering (much
like what is done on  television).  Maintaining  access records for all Internet
traffic provides  complete  accountability.  Management can use these records to
enforce company Internet access policies. Site blocking and usage accounting are
also important residential features to protect children.

Scalability and Standards Compliance:   Residential and business  customers have
standardized  on  Microsoft   Windows   platforms  to  ensure   scalability  and
compatibility   with  future   applications.   The  vast  majority  of  all  new
applications  and services are  developed on Windows and will  continue to be so
for the foreseeable future.


Hardware and Software Requirements.

Residential.

Software: Win98, Win Me, Win2000, Win XP, Win NT
Hardware: Intel PII, PIII, PIV, Celeron, 486, 386
                  200 MB disk space
                  Broadband connection or dial up

Business. The individual user PCs have the same requirements as the Residential
          users.

Software for Appliance: Win98, Win2000
Hardware for Appliance: Intel PII, PIII, PIV, Celeron 750
                  2 gigabytes disk space
                  Broadband connection or 2 (or more) dialup lines.

                                       25
<PAGE>


                                                                    SCHEDULE D
                                                                    ----------


                       ARTERA TURBO INTELLECTUAL PROPERTY


     1.   System  And  Method  For  Increasing  the  Effective  Bandwidth  of  a
          Communications Network - Attorney Docket No. 20275-06.

     2.   A System and Method for Reducing the Time to Deliver  Information from
          a Communications Network to a User - Attorney Docket No. 20275-07.

     3.   A System and Method for Modifying a Data Stream using Element  Parsing
          - Attorney Docket No. 20275-08.

                                       26
<PAGE>


                                                                    Exhibit 1
                                                                    ---------

            Service Level Agreement for Artera Regional Data Centers

I.   General
------------

     Artera  shall  provide the agreed to service  levels (as  described  below)
     seven  (7)  days a  week,  twenty-four  (24)  hours  a day,  consisting  of
     monitoring, notification, repair of service outages and maintenance, as set
     forth in this SLA.

     For the term and all renewal periods the evaluation of Artera's performance
     against this SLA will be evaluated on a quarterly  basis  beginning  ninety
     (90) days from the start of the term or any renewal period.

     If Artera fails to meet 99.5%  Systems  Availability,  excluding  scheduled
     maintenance windows, as set forth in Section VI below, the Customer will be
     credited according Section X.

     This  agreement  excludes  events  resulting from acts of God, war, acts by
     civil or military  authorities,  energy  shortages,  acts or  omissions  on
     behalf of the Customer or other causes beyond Artera's control,  whether or
     not similar to the foregoing.

II.  Monitoring
---------------

     In  an  effort  to  detect  potential   problems  before  they  impact  the
     availability and performance of the system or services, Artera monitors the
     status of the systems using both automated and manual tools employed in its
     24 by 7 system monitoring and administration.

     This monitoring includes but is not limited to:
        System availability
        Service availability
        Database connectivity and performance
        System load
        Network availability and performance
        System Usage

III. System Availability
------------------------

     System  Availability is defined as the operable state of Artera's  Regional
     Data Center Platform in that service  functionality  is Availability to the
     Customer and its Users as described in this Agreement.  System Availability
     does not take into  account the  performance  or inability of such Users to
     access  Artera's  systems  as a  result  of  such  Users'  Internet/network
     connection nor does it take into effect Artera's  vendors ability to update
     content.  Due to the  architectural  design of the Internet,  occasions may
     arise that prohibit  access to Artera's system based on the user's Internet
     Service  Provider's  (ISP) fault or failure or by the path (route) traveled

                                       27
<PAGE>


     in accessing Artera's systems.  These system  accessibility  issues will be
     analyzed, however, resolution may be out of the control of Artera.

IV.  Data Integrity
-------------------

     Artera will  provide a minimum of 99.5%  integrity of system and User data.
     In addition,  Artera will  maintain the highest  level of data security and
     confidentiality as is commercially reasonable in this industry.

V.   Security
-------------

     Artera's Systems Security  Department is expected to maintain the security,
     stability  and  integrity of Artera's  systems as well as to ensure  proper
     conduct by the users.

     System  Intrusion - In the event of a system  intrusion  by a "cracker"  or
     "hacker",  the affected party (ies) will be notified and a solution will be
     implemented. Notification will occur upon identification of intrusion.

VI.  Scheduled Maintenance Windows
----------------------------------

     Artera has  reserved a two (2) hour  window from 1:30 am - 3:30am EST every
     Sunday evening - Monday morning for weekly maintenance, should the need for
     such  maintenance  arise. In the event that this window will be needed in a
     given week,  Artera will notify the Customer no less than  forty-eight (48)
     hours prior to the window.  If it is determined  during the window that the
     scheduled  maintenance will run over the two (2) hour window,  the Customer
     will be notified  immediately  and receive regular updates until the period
     is complete.  During these scheduled  maintenance  periods,  the system and
     services may be  unavailable to Customer and  Customer's  Users.  Scheduled
     Maintenance  Windows are not counted against the 99.5% System  Availability
     guarantee in Section X.

VII. Emergency Maintenance Notification
---------------------------------------

     In the event that emergency maintenance is required,  during which time the
     system and services will be unavailable  to Customer and Customer's  Users.
     Artera will make  commercially  reasonable  efforts to notify the  customer
     during  this window  where  practical  and as not to prolong of  negatively
     effect system service or it's availability.  Emergency  maintenance windows
     are counted against the 99.5% System Availability guarantees in Section X.

IX.  Incident Management
------------------------

     Artera's  Customer Support Group will be fully  responsible for the control
     and  management  of incident  calls and their  assignment  of priority  and
     escalation   to  resources   within  Artera  in  their  sole  and  absolute
     discretion.

                                       28
<PAGE>


     When  analyzing  a case,  it is  important  that the  partner  or the Users
     understand  that the Customer  Support Group will expect the partner or the
     Users to aid in the analysis by providing any  information  and  performing
     any actions or tasks requested by the analyst. The partner and any User who
     is not willing to assist the analyst must understand that the case may take
     longer to solve and will not be included in the measurement of this service
     level agreement.


     The following priority allocations will apply:

     ---------------------------------------------------------------------------
     Priority 1 - These cases are defined as an Artera  system  condition  where
     50% or more of the User  population  is affected in their ability to access
     services   as   a   result   of   outage   across   a   service   location.

     Time Frame - Response to the  partner  within  fifteen  (15) to thirty (30)
     minutes of identification or receipt of notification

     Follow-up - Provide  updates to the partner at appropriate  intervals until
     problem is resolved.
     ---------------------------------------------------------------------------


     ---------------------------------------------------------------------------
     Priority 2 - These cases are defined as an Artera  system  condition  where
     less than 25% of the user population is affected in their ability to access
     services as a result of partial functionality.

     Time  Frame  -  Response   to  the   partner   within  four  (4)  hours  of
     identification or receipt of notification

     Follow-up  - Provide  updates to the  partner  every  four (4) hours  until
     problem is resolved.
     ---------------------------------------------------------------------------


     ---------------------------------------------------------------------------
     Priority  3 - These  cases  are  problems  other  than  those  meeting  the
     specifications of Priority 1 or Priority 2.

     Time Frame -  Response  to the  partner  within  twenty-four  (24) hours of
     identification or receipt of notification

     Follow-up - Provide  updates to the partner at appropriate  intervals until
     problem is resolved.
     ---------------------------------------------------------------------------

     Upon  the  identification  of  a  system  event,  Artera  will  make  every
     commercially  reasonable  effort to correct the system or service  event if
     the most expeditious manner possible.

                                       29
<PAGE>


X.   Reporting
--------------

     During the term and any extension or renewal  period,  upon the  Customer's
     request,  Artera shall provide an SLA  evaluation  report via e-mail within
     fifteen (15) days of the request by the  customer.  The Customer  shall not
     request more than one report every 90 days.  SLA credits  shall be given if
     the following service metrics are not met.

     99.5% Availability  (Uptime):  For each 0.2% less than 99.5%,  ARTERA would
     provide a 5% discount on that given month's monthly per user fees.

     Data Integrity:  For each .1% less than 99.5% monthly, ARTERA would provide
     a 5% discount on that given month's monthly per user fee

                                       30
<PAGE>


                                                                    Exhibit 2
                                                                    ---------


                FairPoint Presentation - Tech Overview 8/15/2002

                            This document is included


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Source: OneCLE Business Contracts.