SWITCHBOARD INC
10.41 CABLE & WIRELESS MASTER SERVICES AGREEMENT
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<FILENAME>ex10_41.txt
<DESCRIPTION>10.41 CABLE & WIRELESS MASTER SERVICES AGREEMENT
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                                                                   Exhibit 10.41
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                     CABLE & WIRELESS INTERNET SERVICES INC.

                            MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this "Agreement") between Cable & Wireless
Internet Services Inc. ("C&W") and Switchboard Incorporated ("Customer") is made
effective as of the date indicated below the C&W signature on this Agreement
(the "Effective Date"), provided that, each Order Form submitted by Customer and
accepted by a C&W Company (as defined in Section 1.1) shall become effective as
of the date of the C&W Company's signature on the Order Form or upon the initial
delivery of the ordered product and/or service by such C&W Company, whichever is
earlier.

1. OVERVIEW.

     1.1 Scope. This Agreement states the terms and conditions by which (i) C&W
and its Affiliates (hereinafter referred to collectively as the "C&W Companies"
or each individually as a "C&W Company") will contract with the Customer, from
time to time, during the term of this Agreement, for the delivery to and receipt
by the Customer of any or all of the services offered by the C&W Companies, and
(ii) Customer may purchase products from C&W Companies. The specific services
and/or products to be provided hereunder are identified in the Order Form(s)
submitted by Customer. Order Form(s) shall be binding only upon acceptance by
the C&W Company providing the services and/or products which are described in
detail in the Specification Sheets and/or Statements of Work attached to each
Order Form. Each Order Form (with the attached Specification Sheet(s) and
Statement(s) of Work) submitted, accepted and executed by Customer and a C&W
Company hereby incorporates by this reference the terms and conditions of this
Agreement and, for the purposes of each Order Form, all references to C&W in
this Agreement shall mean the C&W Company which accepts the Order Form. This
Agreement is intended to cover any and all services and/or products ordered by
Customer and provided by C&W Companies. If a C&W Company other than Cable &
Wireless Internet Services Inc., will provide the services and/or products on
the Order Form submitted by Customer, then the Order Form must be accepted by
the C&W Company which will provide the services and/or products. Neither Cable &
Wireless Internet Services Inc. nor any other C&W Company shall have any
authority (express or implied) to accept an Order Form on behalf of the C&W
Company which will provide the services and/or products thereunder. In the event
that any terms set forth herein apply specifically to a service not ordered by
Customer, such terms shall not apply to Customer, unless and until such service
is ordered by Customer.

     1.2 Definitions.

          (a) "Affiliate" means a company which directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common
control with another company.

          (b) "Customer Area" means that portion(s) of the Internet Data
Center(s) made available to Customer for the placement of Customer Equipment
and/or Rental Equipment and use of the Service(s).

          (c) "Customer Equipment" means the Customer's computer hardware, not
including stored data, and other tangible equipment placed by Customer in the
Customer Area and identified on C&W's standard customer equipment list completed
and delivered by Customer to C&W, as amended in writing from time to time by
Customer.

          (d) "Customer Registration Form" means the list that contains the
names and contact information (e.g. pager, email and telephone numbers) of the
individuals authorized by Customer to enter the Internet Data Center(s) and
Customer Area, as delivered by Customer to C&W and amended in writing from time
to time by Customer pursuant to C&W's standard operating procedures.

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          (e) "Customer Technology" means Customer's proprietary technology,
including Customer's Internet operations design, content, software tools,
hardware designs, algorithms, software (in source and object forms), user
interface designs, architecture, class libraries, objects and documentation
(both printed and electronic), know-how, trade secrets and any related
intellectual property rights throughout the world (whether owned by Customer or
licensed to Customer from a third party) and also including any derivatives,
improvements, enhancements or extensions of Customer Technology conceived,
reduced to practice, or developed during the term of this Agreement by Customer.

          (f) "C&W Marks" means any registered or unregistered names, marks,
brands, logos, designs, slogans, trademarks, trade dress and any other
designations the C&W Companies use in connection with their services and
products.

          (g) "C&W Technology" means the C&W Companies' proprietary technology,
including C&W services, software tools, hardware designs, algorithms, software
(in source and object forms), user interface designs, architecture, class
libraries, objects and documentation (both printed and electronic), network
designs, know-how, trade secrets and any related intellectual property rights
throughout the world (whether owned by a C&W Company or licensed to a C&W
Company from a third party) and also including any derivatives, improvements,
enhancements or extensions of C&W Technology conceived, reduced to practice, or
developed during the term of this Agreement by either party that are not
uniquely applicable to Customer or that have general applicability in the art.

          (h) "Initial Service Term" means the minimum term for which C&W will
provide the Service(s) to Customer, as indicated on the Order Form(s).

          (i) "Internet Data Center(s)" means any of the facilities used by C&W
to provide the Service(s).

          (g) "Order Form" means a written order from Customer to C&W for
Services, in a form designated by and signed by an authorized I representative
of Customer.

          (k) "Professional Services" means any professional or consulting
service provided by C&W to Customer as more fully described in a Statement of
Work or Specification Sheet.

          (l) "Purchased Equipment" means any hardware or other products
(including, if applicable, associated licensed software) purchased by Customer
from C&W.

          (m)"Renewal Service Term" means any service term following the Initial
Service Term, as defined in Section 2.2 (c).

          (n) "Rental Equipment" means the computer hardware, associated
licensed software and other tangible equipment and intangible computer code
contained therein provided by C&W for use by Customer for a monthly recurring
fee as set forth on the Order Form(s).

          (o) "Representatives" mean the individuals identified in writing on
the Customer Registration Form, as updated by Customer from time to time in
accordance with C&W's procedures, and authorized by Customer to enter the
Internet Data Center(s) and the Customer Area.

          (p) "Rules and Regulations" means the C&W general rules and
regulations governing Customer's use of Service(s) including, but not limited
to, online conduct, and the obligations of Customer and its Representatives in
the Internet Data Centers. The current Rules and Regulations are attached hereto
as Attachment A and are incorporated herein by this reference.

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          (q) "Service(s)" means the specific service(s) provided by C&W to
Customer as described on the Order Form(s), excluding Supplemental Services.

          (r) "Service Commencement Date" means the date C&W has completed the
installation for a Service and will begin providing such Service to Customer, as
set forth in a written notice delivered by C&W to Customer.

          (s) "Service Credit" means a payment credit to be issued by C&W to
Customer under the terms of the Service Level Agreement.

          (t) "Service Level Agreement" means the service level agreement
described in Attachment B to this Agreement and incorporated herein by this
reference.

          (u) "Specification Sheet" means the detailed description for each
Service, other than Professional Services, ordered by Customer which is attached
to (an) Order Form(s).

          (v) "Statement of Work" means the detailed description(s) of the
custom or non- standard Professional Service attached to (an) Order Form(s).

          (w) "Supplemental Services" means the services described in Section
2.1 (b).

          (x) "Work" means any tangible deliverable provided by C&W to Customer
as described in the Statement of Work for any Professional Service.

2. DELIVERY OF SERVICES; TERMS; FEES.

     2.1 Delivery of Services.

          (a) General. By submitting an Order Form, Customer agrees to pay for,
and, by accepting the Order Form, C&W agrees to provide, the ordered Service(s)
during the Initial Service Term and for any Renewal Service Term, as specified
in Section 2.2 (c) below. The Customer may order additional bandwidth during the
Initial Service Term under the terms and condition of this Agreement.

          (b) Delivery of Supplemental Services. The purpose of this provision
is to enable C&W to provide Customer with certain limited services and equipment
needed by Customer on an emergency basis ("Supplemental Services") where such
services are not included within the scope of the Services that Customer has
purchased. Supplemental Services may include, as an example, a request from
Customer to C&W via telephone that C&W immediately replace a problem Customer
server with an C&W server for a temporary period of time. C&W shall obtain
Customer's approval prior to providing such services. Customer agrees to pay C&W
the fees charged by C&W for Supplemental Services based on C&W's then current
rates for time and materials and set forth in the invoice issued following
delivery of the Supplemental Services. C&W will use commercially reasonable
efforts to provide Supplemental Services, provided that C&W has no obligation to
determine the need for or provide Supplemental Services.

     2.2 Term.

          (a) Term of Agreement. This Agreement shall commence on the Effective
Date and continue thereafter until the expiration or non-renewal of the last
Service term, unless earlier terminated in accordance with this Agreement.

          (b) Service Term Commencement: The term for each Service, other than
Professional Services, will commence on the Service Commencement Date. The term
for Professional Services will commence on the date set forth in the applicable
Statement of Work or upon the initial delivery of such Professional Services,
whichever is earlier.

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          (c) Renewal Service Term(s). Each monthly recurring Service, other
than the provisioning of Rental Equipment, will renew automatically for
successive 90-day renewal terms following the end of the Initial Service Term
(each, a "Renewal Service Term") unless (i) Customer notifies C&W in writing at
least thirty (30) days prior to the end of the Initial Service Term or a Renewal
Service Term, as applicable, that it has elected to terminate such Service, or
(ii) C&W notifies Customer in writing at least thirty (30) days prior to the end
of the Initial Service Term or a Renewal Service Term, as applicable that it has
discontinued the Service; in either case such Service shall terminate at the end
of such term subject to Section 10.4. The termination of any Service will not
affect Customer's obligations to pay for and receive other Service(s).

3. FEES AND PAYMENT TERMS.

     3.1 Fees and Expenses. Customer will pay C&W for all fees according to the
prices and "terms listed on the Order Form(s). The prices listed on the Order
Form(s) will remain in effect during the Initial Service Term indicated in the
Order Form(s) and will continue thereafter, unless modified as provided herein.
C&W may change or increase the prices it charges Customer for any Service at any
time after the Initial Service Term effective thirty (30) days after providing
notice to Customer.

     In the event that such price increase is more than ten percent (10%) for
any Service or such increase is not the first increase for such Service during a
specific Renewal Service Term, Customer shall have the right to terminate such
Service by delivering written notice to C&W within thirty (30) days of the date
of such notice of the price increase from C&W. Customer also agrees to reimburse
C&W for reasonable actual out-of-pocket expenses incurred in providing
Professional Services to Customer; provided, that any such expenses are approved
in advance by Customer.

     3.2 Payment Terms. Monthly recurring charges will be billed 30 days in
advance of the provision of Services. Non-recurring charges and all other
charges for Services received, including, but not limited to, variable usage
Services, Supplemental Services, and expenses incurred for Professional Services
during month (e.g., bandwidth usage fees, travel expenses) will be billed in
arrears. Customer will be invoiced monthly on the first billing cycle after the
Service Commencement Date. Customer shall pay to C&W the purchase price set
forth in the applicable Order Form for each item of Purchased Equipment.
Customer hereby grants and C&W reserves a purchase money security interest in
the Purchased Equipment and the proceeds thereof as security for its obligations
hereunder until payment of the full purchase price to C&W. Payment for all fees
is due within thirty (30) days of the date of Customer's receipt of each C&W
invoice, provided that C&W has provided the Services covered by that invoice.
All payments will be made in the United States in U.S. dollars.

     3.3 Late Payments. Customer shall pay the full amount due in the invoices,
less any amounts legitimately in dispute, within thirty (30) days of the invoice
date. All invoices shall be deemed final and binding unless Customer notifies
C&W of any alleged discrepancies no later than sixty (60) days from the invoice
date. Any payment not received within thirty (30) days of the due date, other
than the ones in dispute, will accrue interest at a rate of one and one-half
percent (1 1/2%) per month, or the highest rate allowed by applicable law,
whichever is lower. If Customer is delinquent in its payments, or if Customer
does not meet C&W's reasonable credit standards, C&W may, upon written notice to
Customer, modify the payment terms to require full payment before the provision
of any or all Services and Purchased Equipment, or require other assurances to
secure Customer's payment obligations hereunder.

     3.4 Taxes. All fees for Services are exclusive of all taxes and similar
fees now in force or enacted in the future or imposed on the transaction and/or


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the delivery of Services, all of which Customer will be responsible for and will
pay in full, other than taxes based on C&W's net income. Customer also agrees to
pay all taxes and other governmental charges assessed in connection with the
sale, use or possession of the Purchased Equipment including, without
limitation, any and all sales and/or use taxes and personal property taxes
(other than taxes based on C&W's net income).

4. CONFIDENTAL INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS.

     4.1 Confidential Information.

          (a) Nondisclosure of Confidential Information. C&W and Customer each
acknowledges that it will have access to certain confidential information of the
other party concerning the other party's business, plans, customers, technology,
and products, and other information held in confidence by the other party
("Confidential Information"). Confidential Information will include all
information in tangible or intangible form that is marked or designated as
confidential or that, under the circumstances of its disclosure, should be
considered confidential. Confidential Information will also include, but not be
limited to, C&W Technology, Customer Technology, non-public information relating
to the customers of either party, and the terms and conditions and existence of
this Agreement. C&W and Customer each agrees that it will not use in any way,
for its own account or the account of any third party, except as expressly
permitted by, or required to achieve the purposes of, this Agreement, nor
disclose to any third party (except as required by law, or to another C&W
Company, in the case of C&W, or to that party's independent contractors,
attorneys, accountants and other advisors as reasonably necessary), any of the
other's Confidential Information and will take reasonable precautions to protect
the confidentiality of such information, which precautions, in any event, will
be at least as stringent as it takes to protect its own Confidential
Information. C&W may require, as a condition of gaining access to any C&W
facility, that employees and other visitors of Customer seeking such access
execute a non-disclosure agreement which is consistent with Customer's
confidentiality obligations under this Section 4.

          (b) Exceptions. Information will not be deemed Confidential
Information hereunder if such information: (i) is known to the receiving party
prior to receipt from the disclosing party directly or indirectly from a source
other than one having an obligation of confidentiality to the disclosing party;
(ii) becomes known (independently of disclosure by the disclosing party) to the
receiving party directly or indirectly from a source other than one having an
obligation of confidentiality to the disclosing party; (iii) becomes publicly
known or otherwise ceases to be secret or confidential, except through a breach
of this Agreement by the receiving party; or (iv) is independently developed by
the receiving party. The receiving party may disclose Confidential Information
pursuant to the requirements of a governmental agency or by operation of law,
provided that, unless restricted by order of a governmental agency or otherwise
restricted by law, the receiving party provides reasonable notice to the other
party of the required disclosure so as to permit the other party to respond to
such request for r disclosure.

     4.2 Intellectual Property.

          (a) Ownership. Except for the rights expressly granted herein and the
assignment expressly made in Section 4.4 (a), this Agreement does not transfer
to Customer any C&W Technology, and all right, title and interest in and to C&W
Technology will remain solely with C&W. Except for the rights expressly granted
herein, this Agreement does not transfer from Customer to the C&W Companies any
Customer Technology, and all right, title and interest in and to Customer
Technology will remain solely with Customer. C&W and Customer each agrees that
it will not, directly or indirectly, reverse engineer, decompile, disassemble or


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otherwise attempt to derive source code or other trade secrets from the other
party.

          (b) General Skills and Knowledge. Notwithstanding anything to the
contrary in this Agreement, none of the C&W Companies will be prohibited or
enjoined at any time by Customer from utilizing any skills or knowledge of a
general nature acquired during the course of providing the Services, including,
without limitation, information publicly known or available or that could
reasonably be acquired in similar work performed for another customer of a C&W
Company.

          (c) Use of C&W Marks. Customer may refer to C&W's products and
services in writing by the associated C&W Marks, provided (i) Customer has
obtained C&W's prior written consent to such use, which consent may be withheld
at C&W's sole discretion; (ii) such reference to C&W and C&W Marks is truthful
and not misleading; and (iii) such reference complies with the then-current C&W
Trademark and Logo Policies located at www.exodus.net.
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     4.3 License Grants.

          (a) By C&W. C&W hereby grants to Customer a nonexclusive, royalty-free
license, during the Initial Service Term and any renewal Service Term, to use
the C&W Technology, which Customer gains access to through the provision of the
Service(s), solely for purposes of using the Service(s) and no other purpose.

          (b) By Customer. Customer agrees that if, in the course of performing
the Service(s), it is necessary for C&W to enter the Customer Area, access
Customer Equipment and use Customer Technology, C&W is hereby granted and shall
have a nonexclusive, royalty-free license, during the Initial Service Term and
any Renewal Service Term, to enter the Customer Area and use the Customer
Technology solely for purposes of providing the Service(s) to Customer and no
other purpose.

     4.4 Professional Services; Assignments and License.

          (a) Assignment of Work. Effective at the time C&W receives full and
final payment for the Professional Service, C&W assigns to Customer all right,
title and interest, including all intellectual property rights, in the Work,
provided, however, that such assignment does not include C&W Technology.

          (b) License Grant. Commencing at the time C&W receives full and final
payment for the Work, C&W grants to Customer a non-exclusive, non-transferable
(except as permitted under Section 11.9), royalty free, perpetual license to use
the C&W Technology incorporated into the Work solely in connection with the use
of the Work as a whole, subject to Section 4.2 (a). To the extent that Customer
or its employees or contractors participate in the creation or development of
C&W Technology, Customer, on behalf of itself and its employees and contractors,
hereby assigns to C&W all right, title and interest, including all intellectual
property rights, in and to the C&W Technology.

5. C&W REPRESENTATIONS AND W ARRANTIES.

     5.1 General. C&W represents and warrants that (i) it has the legal right to
enter into this Agreement and perform its obligations hereunder, and (ii) the
performance of its obligations and delivery of the Services to Customer will not
violate any applicable laws or regulations, including U.S. OSHA requirements. In
the event of a breach of the warranties set forth in this Section 5.1,
Customer's sole remedies are (i) the right to receive Service Credits under the
terms of the Service Level Agreement incorporated herein by this reference to
the extent such breach results in Downtime or Performance Problems as those
terms are defined in the Service Level Agreement, and (ii) the right to


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terminate the Services and this Agreement, including all outstanding Order
Forms, pursuant to Section 10 of this Agreement.

     5.2 Service Level Agreement. C&W warrants that it will perform the Services
in a professional and workmanlike manner consistent with industry standards
reasonably applicable to the performance thereof. In the event that Customer
experiences any Downtime and/or Performance Problems, as those terms are defined
in the Service Level Agreement incorporated herein by this reference, as a
result of C&W's failure to provide the Services or C&W's breach of the
warranties set forth in this Section 5.2 and the Service Level Agreement,
Customer may be eligible to receive Service Credits from C&W and terminate the
Services in accordance with the terms set forth in the Service Level Agreement.
Customer's rights to receive Service Credits and terminate the Services and/or
this Agreement and all outstanding Order Forms under the terms of the Service
Level Agreement are Customer's sole and exclusive remedies for any failure by
C&W to provide the Services and for C&W's failure to meet any warranty set forth
in this Section 5.2 and the Service Level Agreement.

     5.3 Selection of Purchased Equipment and Rental Equipment; Manufacturer
Warranty. Customer acknowledges and agrees that (i) it has selected the
Purchased Equipment and/or Rental Equipment and has not relied on any statements
made by C&W, and (ii) Customer's use and possession of the Purchased Equipment
and Rental Equipment shall be subject to and controlled by the terms of any
manufacturer's or supplier's warranty, as appropriate, or, the terms of the
service warranty purchased by Customer from C&W to cover such Purchased or
Rental Equipment, if any. Subject to the terms of any service warranty purchased
by Customer from C&W to cover such Purchased or Rental Equipment, Customer
agrees to look solely to the manufacturer or, if appropriate, supplier with
respect to all mechanical, service and other claims. The right to enforce all
warranties made by said manufacturer are hereby, to the extent C&W has the
right, assigned to Customer, provided such assignment is solely for the Initial
Service Term and any Renewal Service Term mutually agreed upon in the case of
Rental Equipment.

     5.4 No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORM IN THIS
SECTION 5, INCLUDING THE SERVICE LEVEL AGREEMENT, CUSTOMER'S USE OF THE SERVICES
AND SUPPLEMENTAL SERVICES IS AT ITS OWN RISK. THE C&W COMPANIES, THEIR SUPPLIERS
AND SUBCONTRACTORS, IF ANY, DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER
EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
THE C&W COMPANIES. THEIR SUPPLIERS AND SUBCONTRACTORS, IF ANY, DO NOT WARRANT
THAT THE SERVICES OR THE SUPPLEMENTAL SERVICES WILL BE UNINTERRUPTED,
ERROR-FREE, OR COMPLETELY SECURE.

     5.5 Disclaimer of Actions Caused by and/or Under the Control of Third
Parties. THE C&W COMPANIES DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM
THE C&W COMPANIES' NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS
IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY
THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR
OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). C&W
CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, THE C&W
COMPANIES, THEIR SUPPLIERS AND SUBCONTRACTORS, IF ANY, DISCLAIM ANY AND ALL
LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

     5.6 Medical Life Support; Aircraft Service and Nuclear Applications. THE
SERVICES, SUPPLEMENTAL SERVICES, RENTAL EQUIPMENT AND PURCHASED EQUIPMENT
DELIVERED UNDER THIS AGREEMENT ARE NOT DESIGNED OR INTENDED FOR USE IN MEDICAL


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LIFE SUPPORT SYSTEMS AND SERVICES, ON-LINE CONTROL OF AIRCRAFT, AIR TRAFFIC,
AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATIONS; OR IN THE DESIGN, CONSTRUCTION,
OPERATION OR MAINTENANCE OF ANY NUCLEAR FACILITY. THE C&W COMPANIES, THEIR.
SUPPLIERS AND SUBCONTRACTORS, IF ANY, DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY
OF FITNESS FOR SUCH PURPOSE. Customer represents and warrants that it will not
use the Services, Supplemental Services, Rental Equipment and Purchased
Equipment for such purposes.

6. CUSTOMER OBLIGATIONS.

     6.1 Warranties of Customer.

          (a) General. Customer represents and warrants that throughout the term
of this Agreement (i) it will have the legal right and authority to place and
use any Customer Equipment as contemplated under this Agreement; (ii) the
performance of its obligations and use of the Services and Supplemental Services
(by Customer, its customers and users) will not violate any applicable laws,
regulations, the Rules and Regulations or C&W's operating procedures, or
unreasonably interfere with other C&W customers' use of C&W services; (iii) all
equipment, materials and other tangible items placed by Customer at Internet
Data Centers will be used in compliance with all applicable manufacturer
specifications and industry standards, including, but not limited to, those
relating to proper installation and ventilation; and (iv) it will comply with
the terms and conditions of all licenses for software included in the Rental
Equipment and Purchased Equipment.

          (b) Breach of Warranties. In the event of any breach of any of the
foregoing warranties or other representations of Customer set forth herein, in
addition to any other remedies available at law or in equity, C&W will have the,
right to suspend immediately any related Services and/or restrict Customer's
access to the Internet Data Center(s), if deemed reasonably necessary by C&W to
prevent any harm to C&W, its employees and its business. C&W will, if
practicable depending on the nature of the breach; and without in any way
limiting any other rights and remedies it has in law or in equity, provide
notice and a reasonable opportunity to cure. Once the breach is cured, C&W will
promptly restore the Service(s), unless C&W has taken action under Section 10.
If C&W withholds Services from Customer in error under this Section 6.l (b),
Customer shall be entitled to receive Service Credits, calculated in accordance
with the SLA, for any downtime thus occasioned.

     6.2 Compliance with Laws and Rules and Regulations. Customer agrees that it
will use the Services and Supplemental Services only for lawful purposes and in
accordance with this Agreement. Customer will comply at all times with all
applicable laws and regulations, C&W operating procedures and the Rules and
Regulations, as updated by C&W from time to time. C&W may change the Rules and
Regulations upon fifteen (15) days' prior written notice to Customer from which
Customer has thirty (30) days to object such change. In such case, the earlier
Rules & Regulations shall apply for the Customer. Customer agrees to comply with
the restrictions on Customer's and its users' online conduct contained in the
Rules and Regulations and, in the event of a failure to comply, in addition to
any other remedy C&W may have in law or in equity, Customer agrees to pay for
C&W's administrative costs in accordance with the Rules and Regulations.
Customer acknowledges that exercises no control whatsoever over the content of
the information passing through Customer's site(s) or shared or processed on
equipment under the control of C&W on behalf of Customer, and that it is the
sole responsibility of Customer to ensure that the information it and its users
transmit and receive complies with all applicable laws and regulations and the
Rules and Regulations.

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     6.3 Access and Security. Except with the advance written consent of C&W,
Customer's access to the Internet Data Centers will be limited solely to the
Representatives. Representatives may only access the Customer Area and are
prohibited from accessing other areas of the Internet Data Centers unless
accompanied by an authorized C&W representative. Customer's access to the
Internet Data Centers is subject to the security provisions contained in the
Rules and Regulations and Customer agrees to comply with such security
requirements.

     6.4 Restrictions on Use of Services. Customer shall not resell the Services
to any third parties (it being understood and agreed that the hosting of web
sites for third parties does not constitute reselling the Services, as long as
Customer provides the hosting services for third parties by adding significant
value to the hosting services, not just acting as a mere pass through of the
Services to the third parties.) or connect Customer Equipment directly to
anything other than the C&W network, equipment and facilities except (i) through
third party services made available by C&W ; or (ii) with the prior written
consent of C&W (which may be withheld in its sole discretion). Customer agrees
that, to the extent it uses the Services to provide services to its customers or
users, Customer will use reasonable efforts to disclaim in writing any liability
whatsoever by C&W, its suppliers or subcontractors to Customer's customers or
users.

     6.5 Relocation of Customer Equipment. In the event that it becomes
necessary to relocate the Customer Equipment to another Customer Area or
Internet Data Center operated by C&W within the same geographic area, Customer
will cooperate in good faith with C&W to facilitate such relocation, provided
that such relocation is based on reasonable business needs of C&W, the expansion
of the space requirements of Customer or otherwise. C&W shall be solely
responsible for any costs and expenses incurred by C&W in connection with any
such relocation and will use commercially reasonable efforts, in cooperation
with Customer, to minimize and avoid any interruption to the Services. C&W
agrees not to relocate Customer Equipment without Customer's prior consent,
which consent shall not be unreasonably withheld; provided, that Customer shall
have the absolute right to terminate the applicable Services without penalty
within 30 days after C&W relocates Customer Equipment without Customer's
consent, regardless of whether such consent was reasonably withheld.

     6.6 Rental Equipment.

          (a) Delivery and Term. On or prior to the Service Commencement Date,
C&W shall deliver to Customer, at the designated Internet Data Center, the
Rental Equipment. Customer shall have the right to use the Rental Equipment for
the Initial Service Term set forth in the Order Form and any additional period
agreed to in writing by C&W. Customer shall not remove any Rental Equipment from
the Customer Area(s) without the prior written consent of C&W.

          (b) Title. The Rental Equipment shall always remain the personal
property of C&W. Customer shall have no right or interest in or to the Rental
Equipment except as provided in this Agreement and the applicable Order Form and
shall hold the Rental Equipment subject and subordinate to the rights of C&W.
Customer agrees to execute UCC financing statements as and when requested by C&W
and, in the event such UCC financing statements are not executed by Customer,
Customer hereby appoints C&W as its attorney-in-fact to execute such financing
statements on behalf of Customer. Customer will, at its own expense, keep the
Rental Equipment free and clear from any liens or encumbrances of any kind
(except any caused by C&W) and will indemnify and hold C&W harmless from and
against any loss or expense caused by Customer's failure to do so. Customer
shall give C&W immediate written notice of any attachment or judicial process
affecting the Rental Equipment or C&W's rights therein. Customer will not
remove, alter or destroy any labels on the Rental Equipment indicating C&W's


                                       9
<PAGE>

rights and shall allow the inspection of the Rental Equipment by C&W or persons
authorized by C&W at any time.

          (c) Use, Maintenance and Repair. Customer will, at its own expense,
keep the Rental Equipment in good repair, appearance and condition, other than
normal wear and tear, and, if not included in the Services, shall obtain, pay
for and keep in effect through the Service Term therefor a hardware and software
support and maintenance agreement with the manufacturer or other party
acceptable to C&W. All parts and updates furnished in connection with such
repair and maintenance shall be manufacturer authorized parts and updates and
shall immediately become components of the Rental Equipment and the property of
C&W. Customer shall use the Rental Equipment in compliance with the
manufacturer's or, supplier's suggested guidelines.

          (d) Upgrades and Additions. Customer may affix or install any
accessory, addition, upgrade, equipment or device onto the Rental Equipment
("Additions"), provided that, such Additions (i) can be removed without causing
material damage to the Rental Equipment; (ii) do not materially reduce the value
of the Rental Equipment; (iii) are obtained from or approved in writing by C&W ;
and (iv) are not subject to the interest of any third party other than C&W, its
suppliers or licensors, if any. Any other Additions may not be installed without
C&W's prior written consent. At the end of the Initial Service Term or
additional rental period agreed to by C&W, or this Agreement, as applicable,
Customer shall remove any Additions which were not provided by C&W and are
readily removable without causing material damage or impairment of the intended
function, use, or value of the Rental Equipment, and restore the Rental
Equipment to its original configuration. Any Additions, which are not so
removable, will become the property of C&W (lien free).

     6.7 Purchased Equipment.

          (a) Risk of Loss; Shipping and Handling. All Purchased Equipment is
provided FOB equipment manufacturer or supplier facility, as applicable. Risk of
loss passes to Customer upon delivery of the Purchased Equipment into the
custody of the carrier or, if there are subsequent carriers, to the first
carrier, for transportation to the named place of destination. Shipment will be
made as specified by Customer and Customer is solely responsible for all
expenses incurred in connection with the delivery of the Purchased Equipment.
The Purchased Equipment will be deemed accepted by Customer upon shipment.

          (b) Title. Customer shall acquire title to the Purchased Equipment
upon full payment of the purchase price(s) set forth in the Order Form.
Notwithstanding the foregoing, C&W and any licensor of rights, as applicable,
shall retain title to and rights in the intellectual property, software (whether
or not subject to patent or copyright) and content contained in the Purchased
Equipment.

7. INSURANCE.

     7.1 Minimum Levels. C&W and Customer shall each keep in full force and
effect during the term of this Agreement: (i) comprehensive general liability
insurance in an amount not less than $2 million per occurrence for bodily injury
and property damage, and (ii) workers' compensation insurance in an amount not
less than that required by applicable law. C&W and Customer each agrees to
ensure and be solely responsible for ensuring that its respective contractors,
agents and subcontractors maintain insurance coverage at levels no less than
those required by applicable law and customary in C&W's and Customer's
respective industries, as applicable, and their respective contractors',
agents', and subcontractors' industries.

     7.2 Certificates of Insurance; Naming C&W as an Additional Insured. Prior
to installation of any Customer Equipment in the Customer Area, Customer will
(i) deliver to C&W certificates of insurance which evidence the minimum levels
of insurance set forth above, and (ii) cause its insurance provider(s) to name


                                       10
<PAGE>

C&W as an additional insured and notify C&W in writing of the effective date
thereof.

8. LIMITATIONS OF LIABILITY.

     8.1 Personal Injury. EACH REPRESENTATIVE AND ANY OTHER PERSON VISITING AN
INTERNET DATA CENTER DOES SO AT HIS OR HER OWN RISK. C&W ASSUMES NO LIABILITY
WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN THE
NEGLEGENCE OR WILLFUL MISCONDUCT OF C&W.

     8.2 Damage to Customer Equipment. C&W ASSUMES NO LIABILITY FOR ANY DAMAGE
TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE OTHER THAN THE
NEGLEGENCE OR WILLFUL MISCONDUCT OF C&W OR THAT OF ITS EMPLOYEES, AND
SUBCONTRACTORS; To THE EX1ENT A COMPANY IS LIABLE FOR ANY DAMAGE TO, OR LOSS OF,
CUSTOMER EQUIPMENT FOR ANY REASON, SUCH LIABILITY WILL BE LIMITED SOLELY TO THE
THEN-CURRENT REPLACEMENT VALUE OF THE CUSTOMER EQUIPMENT, EXCLUDING LOST DATA,
SOFTWARE AND FIRMWARE.

     8.3 LIMITATION OF LIABILITY.

          (A) NOTWIHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ALL LIABILTY OF
THE C&W COMPANIES, THEIR RESPECTIVE EMPLOYEES, SUPPLIERS AND SUBCONTRACTORS
UNDER THIS AGREEMENT (INCLUDING ALL RELATED ORDER FORMS) OR OTHERWISE SHALL BE
LIMITED TO THE SUM OF FIVE HUNDRED THOUSAND DOLLARS (US $500,000)

          (B) ALL LIABILITIES OF CUSTOMER UNDER THIS AGREEMENT (INCLUDING ALL
RELATED ORDER FORM) OR OTHERWISE SHALL BE LIMITED TO THE SUM OF FIVE HUNDRED
THOUSAND DOLLARS (US $500,000)

          (C) SUCH LIMITATION SHALL NOT APPLY TO THE CONFIDENTIALITY INFORMATION
(SECTION 4.1) AND INDEMNIFICATION (SECTION 9.1) BELOW.

     8.4 CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FOR A BREACH OF SECTION 4.1
("CONFIDENTIAL INFORMATION") OF THIS AGREEMENT, IN NO EVENT WILL THE C&W
COMPANIES OR CUSTOMER BE LIABLE OR RESPONSIBLE TO CUSTOMER, IN THE CASE OF THE
C&W COMPANIES, AND THE C&W COMPANIES, IN THE CASE OF CUSTOMER, FOR ANY TYPE OF
INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY,
RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR
EQUIPMENT, EVEN IF ADVISED OF THE POSIBILITY OF SUCH DAMAGES, WHETHER ARISING
UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE.

     8.5 Basis of the Bargain; Failure of Essential Purpose. The parties
acknowledge that C&W has set its prices and entered into this Agreement in
reliance upon the limitations of liability and the disclaimers of warranties and
damages set forth herein, and that the same form an essential basis of the
bargain between the parties. The parties agree that the limitations and
exclusions of liability and disclaimers specified in this Agreement will survive
and apply even if found to have failed of their essential purpose.

9. INDEMNIFICATION.

     9.1 Indemnification C&W and Customer will each indemnify (the "Indemnifying
Party"), defend and hold the other (the "Indemnified Party") harmless from and
against any and all costs, liabilities, losses, and expenses (including, but not
limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from
any claim, suit, action, or proceeding (each, an "Action") brought by any third
party against the Indemnified Party or its affiliates alleging (i) the
infringement or misappropriation of any intellectual property right relating to
the delivery or its use of the Service(s) (but excluding any infringement
contributorily caused by the Indemnified Party); (ii) personal injury caused by
the negligence or willful misconduct of the other party; and (iii) any violation


                                       11
<PAGE>

of or failure to comply with the Rules and Regulations. Customer will indemnify,
defend and hold C&W, its affiliates and customers harmless from and against any
and all Losses resulting from or arising out of (i) any breach by Customer of
Section 6.4 of this Agreement, and (ii) any damage or destruction to the
Customer Area, the Internet Data Centers, C&W equipment or other customer
equipment or business caused by Customer or its Representative(s).

     9.2 Indemnification Notice and Cooperation. Each of C&W's and Customer's
indemnification obligations hereunder shall be subject to (i) receiving prompt
written notice of the existence of any Action or Loss; (ii) being able to, at
its option, control the defense of such Action; (iii) permitting the Indemnified
Party to participate in the defense of any Action; and (iv) receiving full
cooperation of the Indemnified Party in the defense thereof.

10. TERMINATION.

     10.1 Termination For Cause. C&W or Customer may terminate this Agreement
and all outstanding Order Forms if: (i) the other party breaches any material
term or condition of this Agreement and fails to cure such breach within thirty
(30) days after receipt of written notice of the same, except in the case of
failure to pay fees, which must be cured within five (5) days after receipt of
written notice from C&W ; (ii) the other party becomes the subject of a
voluntary petition in bankruptcy or any voluntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors; or (iii) the other party becomes the subject of an involuntary
petition in bankruptcy or any involuntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such
petition or proceeding is not dismissed within sixty (60) days of filing.
Customer and C&W may also terminate this Agreement in accordance with any other
express terms regarding termination set forth in this Agreement.

     10.2 Early Termination. Customer may terminate this Agreement at any time
during the Initial Term by giving written notice to C&W and remitting payment of
50% of the amounts that would have been due for the remainder of the Initial
Service Term for space & band width Services only.

     10.3 No Liability for Termination. Neither the Companies nor Customer will
be liable to the other for any termination or expiration of any Service or this
Agreement in accordance with its terms.

     10.4 Effect of Termination. Upon the effective date of termination of this
Agreement:

          (a) C&W will immediately cease providing the Service(s) any and all
payment obligations of Customer under this Agreement for Service(s) provided
through the date of termination will immediately become due;

          (b) Termination Assistance: Notwithstanding , subsection (a) above,
upon Customer's specific written request to C&W for assistance in termination
and its duration being 120 days, Customer will promptly begin taking action to
relocate its data center operations and discontinue operations at the Internet
Data Center and will use all commercially reasonable efforts to complete such
actions as soon as possible. During the 120- day period immediately following
the effective date of termination, C&W shall continue providing the Services to
Customer as needed (at the same rates, on the same terms and conditions as
provided in the Agreement that were in effect immediately prior to the effective


                                       12
<PAGE>

date of termination) and Customer shall continue to pay for such services at the
rates in effect immediately prior to the effective date of termination
("Termination Assistance"). C&W shall have no obligation to continue to provide
Services for longer than 120 days after the effective date of termination.

          (c) within thirty (30) days of such termination or 120 days with
Termination Assistance, each party will return all, Confidential Information of
the other party in its possession and will not make or retain any copies of such
Confidential Information except as required to comply with any applicable legal
or accounting record keeping requirement; and

          (d) subject to Section 10.4 of this Agreement, within five (5) days of
such termination, or 120 days with Termination Assistance, Customer shall (i)
remove from the Internet Data Center(s) all Customer Equipment (excluding any
Rental Equipment) and any other Customer property; (ii) remove Additions from
all Rental Equipment in accordance with Section 6.6 (d) and deliver or make
available all Rental Equipment to an authorized representative of C&W ; and
(iii) return the Customer Area to C&W in the same condition as it was on the
Service Commencement Date for the Customer Area, normal wear and tear excepted.
If Customer does not remove the Customer Equipment and its other property within
five (5) days of the date of termination or 120 days with Termination
Assistance, C&W may move any and all such property to storage and charge
Customer for the cost of such removal and storage. If Customer does not remove
the Customer Equipment and its other property within thirty (30) days of the
date of termination or 150 days with Termination Assistance, C&W may liquidate
the property in any reasonable manner and retain the proceeds.

     10.5 Customer Equipment as Security. In the event that Customer fails to
pay C&W all amounts owed C&W under this Agreement when due, that is delinquency
of non-disputed payment greater than 30 days, Customer agrees that, upon
delivery of written notice to Customer, C&W may (i) restrict Customer's physical
access to the Customer Area and Equipment; and/or (ii) upon termination of this
Agreement, take possession of any Customer Equipment and store it, at Customer's
expense, until taken in full or partial satisfaction of any amounts due C&W, all
without being liable to prosecution or for damages.

     10.6 Survival. Any provisions in this Agreement which by their nature are
intended to survive expiration or termination shall survive expiration or
termination of this Agreement for any reason.

11. MISCELLANEOUS PROVISIONS.

     11.1 Force Majeure. Except for the obligation to make payments for Services
rendered, neither party will be liable for any failure or delay in its
performance under this Agreement due to any cause beyond its reasonable control,
including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage,
labor shortage or dispute, governmental act or failure of the Internet (not
resulting from the actions or inactions of C&W), provided that the delayed
party: (i) gives the other party prompt notice of such cause, and (ii) uses its
reasonable commercial efforts to promptly correct such failure or delay in
performance. If C&W is unable to provide Service(s) for a period of thirty (30)
consecutive days as a result of a continuing force majeure event, Customer may
cancel the Service(s).

     11.2 No Lease; Agreement Subordinate to Master Lease. This Agreement is a
services agreement and is not intended to and will not constitute a lease of any
real property. Customer acknowledges and agrees that (i) it has been granted
only a license to occupy the Customer Area and use the Internet Data Center(s)
and any equipment provided by C&W in accordance with this Agreement; (ii)
Customer has not been granted any real property interest in the Customer Area or


                                       13
<PAGE>

Internet Data Center(s); (iii) Customer has no rights as a tenant or otherwise
under any real property or landlord/tenant laws, regulations, or ordinances; and
(iv) this Agreement, to the extent it involves the use of space leased by C&W,
shall be subordinate to any lease between C&W and its landlord(s). Customer
hereby waives and releases any claims or rights to make a claim that it may have
against the landlord(s) under any lease by C&W with respect to any equipment or
property of Customer located in the premises demised to C&W by such landlord(s).

     11.3 Marketing. Notwithstanding anything contained in Section 4.1, Customer
agrees that during the term of this Agreement, C&W may publicly refer to
Customer orally and in writing, as a Customer of the C&W Companies. Any other
reference to Customer by C&W, including the announcement of the parties'
relationship via a press release, requires the written consent of Customer.

     11.4 Government Regulations. Customer will not export, re-export, transfer,
or make available, whether directly or indirectly, any regulated item or
information to anyone outside the United States in connection with this
Agreement without first complying with all export control laws and regulations
which may be imposed by the U.S. Government and any country or organization of
nations within whose jurisdiction Customer operates or does business.

     11.5 Non-Solicitation. During the Term of this Agreement and continuing
through the first anniversary of the termination of this Agreement, Customer
agrees that it will not, and will ensure that its affiliates do not, directly or
indirectly, solicit or attempt to solicit for employment any persons employed by
a C&W Company or contracted by a C&W Company to provide Services to Customer.

     11.6 No Third Party Beneficiaries. C&W, and Customer agree that, except as
otherwise expressly provided in this Agreement, there shall be no third party
beneficiaries to this Agreement, including but not limited to the insurance
providers for either party or the customers of Customer.

     11.7 Governing Law; Dispute Resolution. This Agreement is made under and
will be governed by and construed in accordance with the laws of the State of
California (except that body of law controlling conflicts of law) and
specifically excluding from application to this Agreement that law known as the
United Nations Convention on the International Sale of Goods. The parties will
endeavor to settle amicably by mutual discussions any disputes, differences, or
claims whatsoever related to this Agreement. Failing such amicable settlement,
any controversy, claim, or dispute arising under or relating to this Agreement,
including the existence, validity, interpretation, performance, termination or
breach thereof, shall finally be settled by arbitration in accordance with the
Arbitration Rules (and if Customer is a non-U.S. entity, the International
Arbitration Rules) of the American Arbitration Association ("AAA "). There will
be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will
be appointed by the claimant in its notice of arbitration, the second of which
will be appointed by the respondent within thirty (30) days of the appointment
of the first arbitrator and the third of which will be jointly appointed by the
party-appointed arbitrators within thirty (30) days thereafter. The language of
the arbitration shall be English. The Arbitration Tribunal will not have the
authority to award punitive damages to either party. Each party shall bear its
own expenses, but the parties will share equally the expenses of the Arbitration
Tribunal and the AAA. This Agreement will be enforceable, and any arbitration
award will be final, and judgment thereon may be entered in any court of
competent jurisdiction. The arbitration will be held in San Francisco,
California, USA if Customer is the party initiating the arbitration, and in
Boston, Massachusetts, USA if C&W is the party initiating the arbitration.
Notwithstanding the foregoing, claims for preliminary injunctive relief, other
pre-judgment remedies, and claims for Customer's failure to pay for Services in
accordance with this agreement may be brought in a state or federal court in the
United States with jurisdiction over the subject matter and parties.

                                       14
<PAGE>

     11.8 Time to Bring Claims. Any initial demand for arbitration pursuant to
this Agreement, and any legal action arising under this Agreement, must be
initiated within two years after the cause of action arises.

     11.9 Severability; Waiver. In the event any provision of this Agreement is
held by a tribunal of competent jurisdiction to be contrary to the law, the
remaining provisions of this Agreement will remain in full force and effect. The
waiver of any breach or default of this Agreement will not constitute a waiver
of any subsequent breach or default, and will not act to amend or negate the
rights of the waiving party.

     11.10 Assignment. Customer or C&W may assign this Agreement in whole as
part of a corporate reorganization, consolidation, merger, or sale of
substantially all of its assets, provided that, in the case of Customer, such
assignment shall become effective only upon written notice to C&W. Customer may
not otherwise assign its rights or delegate its duties under this Agreement
either in whole or in part without the prior written consent of C&W, and any
attempted assignment or delegation without such consent will be void. C&W may
assign this Agreement in part and/or delegate the performance of certain
Services to third parties, provided C&W controls the delivery of such Services
to Customer and remains responsible to Customer for the delivery of such
Services.

     11.11 Notice. Any notice or communication required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
email, confirmed facsimile, or mailed by registered or certified mail, return
receipt requested, postage prepaid, in each case to the address of the receiving
party as listed below the signature for such party on this Agreement or at such
other address as may hereafter be furnished in writing by either party to the
other party. Such notice will be deemed to have been given as of the date it is
delivered, mailed, emailed, or faxed, whichever is earlier.

     11.12 Relationship of Parties. C&W and Customer are independent contractors
and this Agreement will not establish any relationship of partnership, joint
venture, employment, franchise or agency between C&W and Customer. Neither C&W
nor Customer will have the power to bind the other or incur obligations on the
other's behalf without the other's prior written consent, except as otherwise
expressly provided herein.

     11.13 Entire Agreement; Counterparts; Originals. This Agreement, including
all documents incorporated herein by reference, constitutes the complete and
exclusive agreement between Customer and C&W with respect to the subject matter
hereof, and supersedes and replaces any and all prior or contemporaneous
discussions, negotiations, understandings and agreements, written and oral,
regarding such subject matter. Any additional or different terms in any purchase
order or other response by Customer shall be deemed objected to by C&W without
need of further notice of objection, and shall be of no effect or in any way
binding upon C&W. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original, but all of which together shall
constitute one and the same instrument. Once signed, any reproduction of this
Agreement made by reliable means (e.g., photocopy, facsimile) is considered an
original. This Agreement may be changed only by a written document signed by
authorized representatives of C&W and Customer in accordance with this Section
11.13. For purposes of this Agreement, the term "written" means anything reduced
to a tangible form by a party, including a printed or handwritten document,
e-mail or other electronic format.

     11.14 Interpretation of Conflicting Terms. In the event of a conflict
between or among the terms in this Agreement, the Order Form(s), the
Specification Sheet(s), the Service Level Agreement, the Statement(s) of Work,


                                       15
<PAGE>

and any other document made a part hereof, the documents shall control in the
following order: the Order Form with the latest date, the Rules and Regulations
with the latest date, the Statement of Work, Specification Sheets, the Service
Level Agreement, the Agreement and other documents.

                                       16
<PAGE>

     Authorized representatives of Customer and Cable & Wireless Internet
Services Inc., have read the foregoing and all documents incorporated therein
and agree and accept such terms effective as of the Effective Date.



CUSTOMER                             CABLE & WIRELESS INTERNET SERVICES INC.

Signature: /s/Robert P. Orlando      Signature: /s/Cecilia Chang
           --------------------                 ----------------
Print Name: Robert P. Orlando        Print Name: Cecilia Chang
            -----------------                    -------------
Title: VP & CFO                      Title: Corporate Counsel
       --------                            -----------------
Date: April 30, 2002                 Date: May 13, 2002
      --------------                       ------------

ADDRESS FOR NOTICE:                 ADDRESS FOR NOTICE:
120 Flanders Road                   45 Fremont St. #1200
-----------------                   --------------------
Westboro, MA  01581                 San Francisco, CA  94105
-------------------                 ------------------------
ATTENTION: General Counsel          ATTENTION: General Counsel
           ---------------                     ---------------

This Agreement incorporates the following documents:

* Order Form(s)

    * Specification Sheet(s)

    * Statement(s) of Work (if applicable)

* Registration Form

* Attachment A     C&W Rules and Regulations

* Attachment B     C&W Service Level Agreement


                                       17
<PAGE>


                     ATTACHMENT A C&W RULES AND REGULATIONS

These Rules and Regulations cover (1) C&W's customer's (the "Customer") (and the
Customer's customers, agents and users) use of and access to C&W's facilities
(e.g. Internet Data Centers); (2) Customer's (and its customers, agents and
users) use of the C&W online services; and (3) C&W's maintenance of the services
it provides to its Customers.

ACCESS TO INTERNET DATA CENTERS

Only those individuals identified in writing by Customer on the Customer
Registration Form, ("Representatives") may access the Internet Data Centers.
Customer shall deliver prior written notice to C&W of any changes to the
Customer Registration Form and the list of Representatives.

Customer and its Representatives shall not allow any unauthorized persons to
have access to or enter any Internet Data Centers. Customer and its
Representatives may only access that portion of an Internet Data Center made
available by C&W to Customer for the placement of Customer's equipment and use
of the Internet Data Center Services (the "Customer Area"), unless otherwise
approved and accompanied by an authorized C&W representative.

USE OF INTERNET DATA CENTER FACILITY

Conduct at Internet Data Centers. Customer and its Representatives agree to
adhere to and abide by all security and safety measures established by C&W and
set forth in the Customer Guide provided by C&W to Customer. Customer and its
Representatives shall also not do or participate in any of the following:

misuse or abuse any C&W property or equipment or third party equipment;

make any unauthorized use of or interfere with any property or equipment of any
other C&W Customer;

harass any individual, including C&W personnel and representatives of other C&W
Customers; and engage in any activity that is in violation of the law or aids or
assists any criminal activity while on C&W property or in connection with the
Internet Data Center Services.

Prohibited Items. Customer and its Representatives shall keep each Customer Area
clean at all times. It is each Customer's responsibility to keep its area clean
and free and clear of debris and refuse. Customer shall not, except as otherwise
agreed to in writing by C&W, (1) place any computer hardware or other equipment
in the Customer Area that has not been identified in writing to C&W ; (2) store
any paper products or other combustible materials of any kind in the Customer
Area (other than equipment manuals); and (3) bring any Prohibited Materials (as
defined below) into any Internet Data Center. "Prohibited Materials" shall
include, but are not limited to, the following and any similar items:

   * food and drink;

   * tobacco products;

   * explosives and weapons;

   * hazardous materials;

   * alcohol, illegal drugs and other intoxicants;

   * electro-magnetic devices which could unreasonably interfere with computer
     and telecommunications equipment;

   * radioactive materials; and

                                       18
<PAGE>

   * photographic or recording equipment of any kind (other than tape back-up
     equipment).

EQUIPMENT AND CONNECTIONS

Customer Equipment. Each piece of equipment installed in a Customer Area (the
"Customer Equipment") must be clearly labeled with Customer's name (or code name
provided in writing to C&W) and individual component identification. Each
connection to and from a piece of Customer Equipment shall be clearly labeled
with Customer's name (or code name provided in writing to C&W) and the starting
and ending point of the connection. Customer Equipment must be configured and
run at all times in compliance with the manufacturer's specifications, including
power outlet, power consumption and clearance requirements. Except in
emergencies, Customer must use its best efforts to provide C&W with at least 48
hours prior notice any time it intends to connect or disconnect any Customer
Equipment or other equipment.

                                       19
<PAGE>

SCHEDULED MAINTENANCE

C&W will conduct routine scheduled maintenance of its Internet Data Centers and
Internet Data Center Services according to the maintenance schedule posted on
the World Wide Web site at http://www.exodus.net. In the event a mission
                           ---------------------
critical maintenance situation arises, C&W may be required to perform emergency
maintenance at any time. During these scheduled and emergency maintenance
periods, Customer's Equipment may be unable to transmit and receive data, and
Customer may be unable to access the Customer Equipment. Customer agrees to
cooperate with C&W during the scheduled and emergency maintenance periods.

ONLINE CONDUCT

Customer Content. Customer acknowledges that C&W exercises no control whatsoever
over the content of the information passing through Customer's site(s) and that
it is the sole responsibility of Customer to ensure that the information it and
its users transmit and receive complies with all applicable laws and regulations
and these Rules and Regulations.

Prohibited Activities. Customer will not, and will not permit any persons
("Users") using Customer's online facilities and/or services, including, but not
limited to, Customer's Web site(s) and transmission capabilities, to do any of
the following ("Prohibited Activities"):

    * send unsolicited commercial messages or communications in any form to
      recipients. ("SPAM")

    * engage in any activities or actions that infringe or misappropriate the
      intellectual property rights of others, including, but not limited to,
      using third party copyrighted materials without appropriate permission,
      using third party trademarks without appropriate permission or
      attribution, and using or distributing third party information protected
      as a trade secret information in violation of a duty of confidentiality;

    * engage in any activities or actions that would violate the personal
      privacy rights of others, including, but not limited to, collecting and
      distributing information about Internet users without their permission,
      except as permitted by applicable law;

    * send, post or host harassing, abusive, libelous or obscene materials or
      assist in any similar activities related thereto;

    * intentionally omit, delete, forge or misrepresent transmission
      information, including headers, return mailing and Internet protocol
      addresses;

    * engage in any activities or actions intended to withhold or cloak
      Customer's or its Users' identity or contact information;

    * use the C&W connectivity services for any illegal purposes, in violation
      of any applicable laws or regulations or in violation of the rules of any
      other service providers, web sites, chat rooms or the like; and

    * assist or permit any persons in engaging in any of the activities
      described above.

If Customer becomes aware of any Prohibited Activities, Customer will use best
efforts to remedy such Prohibited Activities immediately, including, if
necessary, limiting or terminating User's access to Customer's online
facilities.

                                       20
<PAGE>

Third Party Complaint Process. C&W routinely receives (at Abuse@exodus.net)
                                                          ----------------
written complaints ("Complaints") from third parties regarding Prohibited
Activities allegedly being conducted by a Customer or its Users. Due to the
nature of C&W's business, in C&W's experience, most legitimate complaints and
actual Prohibited Activity is conducted by Customers and users of C&W's
Customers, not by C&W's Customers themselves. C&W requires its Customers to use
policies similar to these Rules and Regulations and will work with its Customers
to resolve violations. C&W will take the following actions to document and
resolve each Complaint received by C&W related to a Customer or its Users.

      First Complaint. Upon receipt of the initial complaint from a third party
      ---------------
      regarding Prohibited Activity by a Customer or its User, C&W will send a
      letter (the "First Letter") to the complaining third party that describes
      C&W's policies related to the Prohibited Activity and lists the contact
      information for the Customer and encloses a copy of the original Complaint
      received by C&W. C&W also will deliver notice of the Complaint to the
      Customer by sending a copy of the same letter to the Customer via e-mail
      to its abuse address so that Customer can investigate to determine whether
      the Prohibited Activity occurred and remedy the Prohibited Activity if it
      is found to have occurred. C&W's goal is to put the complainant directly
      in touch with the party in the best position to remedy the problem, C&W's
      Customer who has the relationship with the alleged violator.

      Second Complaint. Upon receipt of a second complaint after the date of the
      ----------------
      First Letter related to the same or similar Prohibited Activity of
      Customer described in the First Letter that clearly indicates that the
      Prohibited Activity continued after the date of the First Letter, C&W will
      send a second letter (the "Second Letter") with a copy of the second
      complaint to the Customer and request that Customer respond in writing to
      C&W with an explanation and timeline of the actions to be taken by
      Customer to remedy Prohibited Activity. In the event that Customer does
      not respond to the C&W's Second Letter and remedy the Prohibited Activity
      within ten (10) business days, C&W will bill Customer in the following
      month $500 to cover C&W's administrative costs associated with the
      Prohibited Activities of Customer.

      Third Complaint. Upon receipt of a third complaint after the date of the
      ---------------
      Second Letter related to the same or similar Prohibited Activity of
      Customer described in the Second Letter that clearly indicates that the
      Prohibited Activity continued after the date of the First Letter, C&W will
      send a third and final letter (the "Third Letter") with a copy of the
      third complaint to the Customer and request again that Customer
      investigate to determine whether the Prohibited Activity occurred and, if
      so, cease the Prohibited Activity cease immediately if it is found to have
      occurred. In the event that the Prohibited Activity does not cease within
      five (5) business days after it is found to have occurred, C&W will
      terminate or suspend its connectivity service to its Customer, and will
      only resume providing service when it receives adequate assurances that
      such activity will not continue. C&W will also bill its Customer $5,000 to
      cover C&W's administrative costs associated with the Prohibited
      Activities. In the case of unfounded complaints of Prohibited Activity,
      C&W will take no action against Customer.

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<PAGE>

Suspension and Termination of Service. C&W reserves the right to suspend and/or
terminate a Customer's Service at any time for any material failure of Customer,
its Representatives or its Users to comply with these Rules and Regulations.

SUPPLEMENTAL SERVICES

Subject to the terms and conditions set forth in the Master Services between C&W
and the Customer, C&W may, from time to time, provide Customer with certain
limited services and equipment needed and requested by Customer on a "one-off"
or emergency basis ("Supplemental Services") where such services are not
included within the scope of the Services purchased by Customer. Customer will
be charged for all Supplemental Services provided Customer. C&W has no
obligation to determine the need for or provide Supplemental Services. All
Supplemental Services are provided on an "as-is" basis and exclude warranties of
any kind, whether express or implied.

MODIFICATION OF RULES AND REGULATIONS

C&W may change these Rules and Regulations upon fifteen (15) days' notice to
Customer, which notice shall be provided by posting such new Rules and
Regulations at the Web site:
http://www.exodus.net/about_us/rules_and_regulations/


                                       22
<PAGE>


                   ATTACHMENTB L C&W SERVICE LEVEL AGREEMENT

1. Service Level Goal; Service Level Agreement. C&W shall use all reasonable
commercial efforts to ensure that the C&W network is operating and available to
Customers approximately 99.97% of the time in any calendar month. In the event
that the C&W network is not available for more than fifteen (15) consecutive
minutes and/or Customer experiences any of the service performance issues
defined below due to C&W's failure to provide Services, Customer will be
eligible to receive the Service Credits described below (the "Service Level
Agreement").

2. Definitions. The following definitions shall apply to the Service Level
Agreement.

     2.1 "Downtime" shall mean sustained packet loss in excess of fifty percent
(50%) within C&W's network for fifteen (15) consecutive minutes due to the
failure of C&W to provide Service(s) for such period. Downtime shall not include
any packet loss or network unavailability during C&W's scheduled maintenance of
the Internet Data Centers, network and service(s), as described in the C&W Rules
and Regulations.

     2.2 "Excess Latency" shall mean transmission latency (i) in excess of one
hundred twenty (120) milliseconds round trip time between any two points within
C&W's U.S. network; (ii) in excess of one hundred twenty (120) milliseconds
round trip time between any two points within C&W's r Japan network; (iii) in
excess of one hundred twenty (120) milliseconds round trip time between any two
points within C&W's Western European network; (iv) in excess of two hundred
fifty (250) milliseconds round trip time between any two points within C&W's
U.S. and Japan network, (v) in excess of two hundred fifty (250) milliseconds
round trip time between any two points within C&W's Western European network and
C&W's US network; or (vi) in excess of five hundred (500) milliseconds round
trip time between any two points within C&W's entire network.

     2.3 "Excess Packet Loss" shall mean packet loss in excess of one percent (1
%) between any two points within C&W's network.

     2.4 "Performance Problem" shall mean Excess Packet Loss and/or Excess
Latency.

     2.5 "Service Credit" shall mean an amount equal to the pro-rata monthly
recurring connectivity charges (i.e., all monthly recurring bandwidth-related
charges) for one (1) day of Service.

3. Downtime Periods. In the event Customer experiences Downtime, Customer shall
be eligible to receive from C&W a Service Credit for each Downtime period.
Examples: If Customer experiences one Downtime period, it shall be eligible to
receive one Service Credit. If Customer experiences two Downtime periods, either
from a single event or multiple events, it shall be eligible to receive two
Service Credits.

4. Performance Problems; Packet Loss and Latency. In the event that C&W
discovers or is notified by Customer that Customer is experiencing a Performance
Problem, C&W will take all actions necessary to determine the source of the
Performance Problem.

     4.1 Time to Discover Source of Performance Problem; Notification of
Customer. Within two (2) hours of discovering or receiving notice of the
Performance Problem, C&W will determine whether the source of the Performance
Problem is limited to the Customer Equipment and the C&W equipment connecting
the Customer Equipment to the C&W LAN. If C&W determines that the Customer
Equipment and C&W connection are not the source of the Performance Problem, C&W
will determine the source of the Performance Problem within an additional two
(2) hour period. In any event, C&W will notify Customer of the source of the
Performance Problem within sixty (60) minutes of identifying the source.

     4.2 Remedy of Packet Loss and Latency. If the source of the Performance
Problem is within the sole control of C&W, C&W will remedy the Performance
Problem within two (2) hours of determining the source of the Performance


                                       23
<PAGE>

Problem. If the source of and remedy to the Performance Problem reside outside
of the C&W LAN or W AN, C&W will use commercially reasonable efforts to notify
the party(ies) responsible for the source of the Performance Problem and
cooperate with such party(ies) to resolve such problem as soon as possible.

     4.3 Failure to Determine Source and/or Remedy. In the event that C&W (i) is
unable to determine the source of the Performance Problem within the time
periods described in subsection 4.1 above and/or; (ii) is the sole source of the
Performance Problem and is unable to remedy such Performance Problem within the
time period described in subsection 4.2 above, C&W will deliver a Service Credit
to Customer for each two (2) hour period in excess of the time periods for
identification and resolution described above.

5. Customer Must Request Service Credit. In order to receive any of the Service
Credits described above, Customer must notify C&W within seven (7) days from the
time Customer becomes eligible to receive a Service Credit. Failure to comply
with this requirement will forfeit Customer's right to receive a Service Credit.

6. Remedies Shall Not Be Cumulative; Maximum Service Credit. The aggregate
maximum number of Service Credits to be issued by C&W to Customer for any and
all Downtime periods and Performance Problems that occur in a single calendar
month shall not exceed seven (7) Service Credits. A Service Credit shall be
issued in the C&W invoice in the month following the Downtime or Performance
Problem, unless the Service Credit is due in Customer's final month of Service.
In such case, a refund for the dollar value of the Service Credit will be mailed
to Customer. Customer shall also be eligible to receive a pro-rata refund for
(i) Downtime periods and Performance Problems for which Customer does not
receive a Service Credit and (ii) any Services C&W does not deliver to Customer
for which Customer has paid.

7. Termination Option for Chronic Problems. Customer may terminate this
Agreement for cause and without penalty by notifying C&W within five (5) days
following the end of a calendar month in the event either of the following
occurs: (i) Customer experiences more than fifteen (15) Downtime periods
resulting from three (3) or more nonconsecutive Downtime events during the
calendar month; or (ii) Customer experiences more than eight (8) consecutive
hours of Downtime due to any single event. Such termination will be effective
thirty (30) days after receipt of such notice by C&W, subject to Section 10.4.

8. SERVICE LEVEL EXCLUSIONS. THE SERVICE LEVEL AGREEMENT DOES NOT APPLY TO ANY
SERVICE(S) THAT EXPRESSLY EXCLUDE THIS SERVICE LEVEL AGREEMENT (AS STATED IN THE
SPECIFICATION SHEETS FOR SUCH SERVICES) AND ANY PERFORMANCE ISSUES (1) CAUSED BY
FACTORS OUTSIDE OF C&W'S REASONABLE CONTROL; (II) THAT RESULTED FROM ANY ACTIONS
OR INACTIONS OF CUSTOMER OR ANY THIRD PARTIES; OR (III) THAT RESULTED FROM
CUSTOMER'S EQUIPMENT AND/OR THIRD PARTY EQUIPMENT (NOT WITHIN THE PRIMARY
CONTROL OF C&W). THIS SERVICE LEVEL AGREEMENT STATES CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY FOR ANY FAILURE BY C&W TO PROVIDE SERVICE(S).

Authorized representatives of Customer and Cable & Wireless Internet Services
Inc., have read the foregoing and all documents incorporated therein and agree
and accept such terms effective as of the Effective Date.



                                       24

</TEXT>
</DOCUMENT>
