THIS CONTRACT (the "Contract") is binding upon any person ("Customer") desiring a digital data telecommunications service utilizing DSL technology at a residence.

NOW, THEREFORE, the parties agree as follows:

Article I. Statement of Work

1. PatriotNet, Inc. ("PNET") will provide the Services (the "Services") which will be a consumer DSL circuit communications link to the Internet. Customer may opt for either of the services listed below.

According to the guidelines used by PatriotNet's DSL partner, Covad Communications, a downstream speed of between 128 Kbps and 384 Kbps is an acceptable and successful service setup for Basic Broadband, a downstream speed of between 128 Kbps and 608 Kbps is an acceptable and successful service setup for TeleSurfer ADSL, and a downstream speed of between 128 Kbps and 1,500 Kbps is an acceptable and successful service setup for TeleSurfer Plus ADSL. TeleSurfer services are "best effort" services, and PatriotNet will make every attempt to provide the highest downstream and upstream speeds possible (up to the maximum on the ordered service), dependent upon the distance of the consumer from the Central Office and the condition of the phone line.

1. Company will invoice Customer for Set-Up Cost listed in Appendix A. For TeleSurfer ADSL service, Set-Up Cost will be determined by type of Installation. Company will invoice Customer monthly for the Service Cost listed in Appendix A. Company reserves the right to require Customer to pay any associated set-up costs prior to installation.

Other possible costs to Customer are listed below. Company will invoice Customer if charges/fees are incurred.

Description	One-time Charge
Missed Covad Appointment Charge (billed when Covad Field Service Technician arrives at the Customer premise but does not have full access to complete the installation; i.e., Customer no-show; no access to network interface device (NID); request to reschedule or cancel not received with at least one full business day advance notice)	$106.00
Field Service Technician (FST) Dispatch ("Truck Roll") for TeleSurfer Service (billed for dispatch of Covad FST to service non-Covad service faults, and service upgrades/downgrades and customer-requested ISP switches requiring a service technician at the customer premises. Does not include inside wire installation or repair.)	$187.00
Extra Time Charge (for Inside Wiring, etc.) (billed for each whole or partial 15-minute increment that FST is at the End User premises during a Service Setup (other than the time included as part of the Service Setup Charge) or FST dispatch, during which FST provides services that include: installation or repair of inside wiring from RJ45 jack to NID or for tracing or toning across phone closets between the RJ45 jack and the NID; troubleshooting and/or repair of Customer Premise Equipment (CPE), CPE configurations, or service setups.)	$21.00
Restocking Fee for returns of partial self-install kits for TeleSurfer Service	$53.00
Upgrade/downgrade of TeleSurfer Service (with no dispatch of FST) Note: requires new 1-year term of service	No charge
Upgrade/downgrade of TeleSurfer Service (involves dispatch of FST) Note: requires new 1-year term of service	$212.00
Customer Early Disconnect Fee (cancellation of service by Customer during initial 1-year term) *Flat fee of $267, or monthly service cost for the remaining months of the term - whichever is less.	$267.00*

2. Payments shall be submitted to:

PatriotNet, Inc.

4031 University Drive, 2nd Floor

Fairfax, VA 22030

The invoices shall be paid within twenty (20) days of receipt by Customer. PNET shall give Customer written notice of any payment not made within such twenty (20) day period and Customer shall have an additional five (5) day period from receipt of such notice to make payment without penalty. Subsequent to the aforementioned five (5) day period, a service charge equal to one and one-half percent (1.5%) of the invoiced amount shall be assessed monthly for all overdue payments stated on subsequent invoices.

Article IV. Project Directors

Customer is hereby designated as the Customer Project Director for this Contract.

Article V. Changes

This Contract, including Appendix A, may only be amended with the prior written consent of both of the parties hereto.

Article VI. Publication

All terms of this agreement are confidential and shall not be disclosed by the parties hereto nor by their agents or employees except as is necessary in the ordinary course of business solely for the implementation of this Contract or where required by law.

Article VII. Assignment

Neither this Contract nor any rights or obligations under this Contract, in whole or in part, shall be assigned or otherwise transferred by either party without the other party's prior written consent. In the event a proposed assignment is approved, the successor party to this Contract shall expressly assume in writing the obligation to perform in accordance with the terms and conditions of this Contract.

Article VIII. Termination

A. This Contract may be terminated by either party upon thirty (30) days prior written notice to the other party. Written notice of termination must be sent by the terminating party, together with a copy of this Contract, to the address of the non-terminating party listed above. Termination of Contract by Customer, according to these terms but within one year following the Order Closed Date, does not exempt Customer from "Early Disconnect Fee" as listed under Article III sub-section (A).

B. Notwithstanding sub-section (A) hereof, PNET shall have the right to immediately terminate this Contract in the event of Customer's breach of any of its representations or warranties as set forth in Article X below.

C. Notwithstanding sub-section (A) hereof, PNET may terminate this Contract upon five days prior written notice in the event that Customer fails to make payments in accordance with Article III of this Agreement.

D. In the event of termination by PNET, PNET shall promptly refund a pro-rata share of the monthly TeleSurfer Cost (as defined in Appendix A) to the Customer unless the termination is pursuant to either Article VIII(B) or Article VIII(C) in which case PNET shall not be required to refund a pro-rata share of the monthly TeleSurfer Cost to Customer. In the event of a termination by Customer, PNET shall not be required to refund a pro-rata share of the monthly TeleSurfer Cost to Customer unless the Service is unavailable for seven consecutive days in which case PNET shall promptly refund a pro-rata share of the monthly TeleSurfer Cost to Customer, unless the Service down time is caused by a war, acts of God, strikes or other labor disturbances, national emergency, action of a primary telephone common carrier, the fault of Customer or any causes of like or different kind beyond the control of PNET. The pro-rata share of the monthly TeleSurfer Cost shall be:

(Number of days in month remaining after termination)   x (Monthly TeleSurfer Cost)
     (Number of days in month of termination)


Article IX. Customer's Indemnity

Customer shall indemnify and hold harmless PNET from and against any and all liabilities, claims, costs, assessments, fees or expenses of any kind, including without limitation defense costs and attorneys' fees arising from or related in any way to (i) any claim which, if proved, would breach any warranty or representation of Customer under Article X of this Contract and (ii) any and all Third Party Claims (as defined below).

Article X. Representations and Warranties

Sellers Representations

PNET hereby represents with respect to the Service provided pursuant to this Contract that PNET will employ adequate personnel to perform and deliver the Service.

Customer Representation

A. Customer represents that neither Customer, its agents nor employees shall utilize the Service for:

1. illegal purposes;

2. transmission of threatening, obscene, or harassing materials; or

3. interference with or disruption of network users, services or equipment.

For the purposes of this contract, disruptions include, but are not limited to, distribution of unsolicited advertising, unsolicited bulk e-mail, propagation of computer worms and viruses, and using the network to make unauthorized entry to any other machine accessible via the network.

It is assumed that the information and resources accessible on or through the Service are private to the individuals and organizations which own or hold rights to those resources and information, unless specifically stated otherwise by the owners or holders of those rights. It is therefore not acceptable for an individual to use the Service to access information or resources unless permission to do so has been granted by the owners or holders of rights to those resources or information.

B. Customer represents and warrants to PNET:

1. That any name which it may have requested PNET to register, or the name that Customer has registered, on its behalf with the Internet Network Information Center (Inter NIC) does not and will not infringe or conflict with any trademark, tradename, service mark or any proprietary right of any third party; and

2. That Customer will not use the Service in any way or engage in any conduct which will (whether intentionally or not) infringe on any copyright, trademark, service mark, tradename, patent, trade secret or other intellectual property or proprietary right or right of publicity or privacy of, or libel, slander, defame or disparage, any third party ("Third Party Claims"), or create risk of liability for PNET with respect to any Third Party Claims or cause PNET to become a party to any action or proceeding involving Third Party Claims.

Article XI. Disclaimer of Warranties

PNET EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, RELATING TO THE SERVICE INCLUDING, WITHOUT LIMITATION, ITS ACCURACY, RELIABILITY, COMPREHENSIVENESS, COMMERCIAL VALUE, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE.

Article XII. Limitation of Liability

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PNET SHALL NOT BE LIABLE OR RESPONSIBLE FOR MISUSE OF SERVICE BY CUSTOMER, ITS AGENTS, ITS EMPLOYEES AND/OR ITS CLIENTS OR FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, AND ITS LIABILITY FOR ANY AND ALL PURPOSES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO AND RECEIVED BY PNET PURSUANT TO THIS CONTRACT.

Article XIII. Force Majeure

PNET or its contracts shall be excused from failures or delays in furnishing equipment or Services hereunder to the extent that such failure or delay arises either in whole or in part from any cause reasonably beyond its control.

Article XIV. Governing Law

This Contract shall be governed by the laws of the Commonwealth of Virginia.

Article XV. Sole Agreement

This Contract supersedes any and all prior oral representations and/or understandings, and/or all written correspondence, understandings and/or agreements and contains the entire understanding and agreement between the parties.

Article XVI. Severability

All provisions of this Contract shall be severable and no such provision shall be affected by the invalidity of any other such provision to the extent that such invalidity does not also render such other provision invalid. In the event of the invalidity of any provision of this Contract, this Contract shall be interpreted and enforced as if all provisions thereby rendered invalid were not contained herein. If any provision of this Contract shall be susceptible of two interpretations, one of which would render the provision invalid and the other of which would cause the provision to be valid, such provision shall be deemed to have the meaning which would cause it to be valid.

Article XVII. Waiver

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any other right herein.

Article XVIII. Signatories

The respective signatories to this Contract hereby represent and warrant that they have the authority to execute this Contract and bind the parties hereto.

Article XIX. Headings

The headings used in this Contract will be used only for purpose of reference and shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Contract or be given legal effect whatsoever.

Appendix A: Schedule of Payments

Monthly TeleSurfer Service Cost (billed in advance):

Monthly rate for Basic Broadband ADSL: $49.98

Monthly rate for TeleSurfer ADSL: $54.98

Monthly rate for TeleSurfer Plus ADSL: $59.98

Set-up Costs for Installation and Activation of Service:

• For Basic Broadband ADSL, TeleSurfer ADSL, and TeleSurfer Plus ADSL service:

  Self-Install:* $105 up-front
  Or, 12 monthly installments of $9.50 each.
  Pre-qualification required. Includes complete DSL JumpStart Install Kit containing Ethernet bridge (DSL Modem) for TeleSurfer and all required equipment.

  * Note: Orders placed with Self-Install option may still require the services of a professional Covad technician. If a Covad technician is dispatched to complete the installation, there will be an additional cost of $175.

  Professional Install: $280 up-front
  Or, 12 monthly installments of $25.50 each.
  Includes at-home installation of DSL JumpStart Install Kit or comparable equipment supplied by a professional Covad technician. Also includes cost and installation of NID splitter or inline filters (technician to determine which). Does not include repair or installation of inside wiring.

Total due upon contract submission is Set-up Cost (entire, or first month's payment), plus first month's payment of Monthly TeleSurfer Service Cost, plus applicable taxes and Federal Universal Service Fee (FUSF).  An invoice will be mailed for these costs, with payment due in 20 days.

Note: Installation time is estimated, but not guaranteed, to be approximately two to six weeks from date the order is placed with Covad Communications. A signed or approved contract is required before the order can be placed.