8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported) April 15, 2003

Terremark Worldwide, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-22520	52-1981922
(Commission File Number)	(IRS Employer Identification No.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number, Including Area Code (305) 856-3200

(Former name or former address, if changed since last report)

Item 5. Other.

     Terremark Worldwide, Inc. is hereby filing the documents set forth under Item 7(c) of this report as exhibits.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of Businesses Acquired.

     Not Applicable.

(b) Pro Forma Financial Information.

     Not Applicable.

(c) Exhibits

Exhibit
Number	Description
4.1	Form of Warrant for the Purchase of Common Stock
10.1	Net Premises Lease by and between Rainbow Property Management, LLC and Coloconnection, Inc.
10.2	Basic Lease Information Rider T-Rex Technology Center of the Americas @ Miami, dated October 16, 2000, between Technology Center of the Americas, LLC and NAP of the Americas, Inc.
10.3	Agreements between the Registrant and Telcordia Technologies, Inc.
10.4	Agreement between Terremark Technology Contractors Inc., and Cupertino Electric, Inc., dated November 1, 2000
10.5	Agreement between Terremark Technology Contractors Inc., and Kinetics Systems, Inc., dated December 28, 2000.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Dated: April 15, 2003	By: /s/ Jose E. Gonzalez
	Name: Jose E. Gonzalez Its: Executive Vice President and General Counsel

3 EX-4.1 3 g81998exv4w1.txt EX-4.1 FORM OF WARRANT PURCHASE COMMON STOCK Exhibit 4.1 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE `SECURITIES ACT'), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE `BLUE SKY' OR SIMILAR SECURITIES LAWS. DATED AS OF NOVEMBER 8, 2000 TERREMARK WORLDWIDE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK NO. W-_____ FOR VALUE RECEIVED, Terremark Worldwide, Inc., a Delaware corporation (the "Company"), hereby certifies that __________________, or its registered assigns (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company, ________ fully paid and non-assessable shares of Common Stock for an aggregate price of $ ________ or $____ per share (the "Exercise Price"). The term "Common Stock" means the Common Stock, par value $.001 per share, of the Company. The number of shares of Common Stock to be received upon the exercise of this Warrant and the Exercise Price may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as "Warrant Stock." The term "Other Securities" means any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock. The term "Company" means and includes the corporation named above as well as (i) any immediate or more remote successor corporation resulting from the merger or consolidation of such corporation (or any immediate or more remote successor corporation of such corporation) with another corporation, or (ii) any corporation to which such corporation (or any immediate or more remote successor corporation of such corporation) has transferred its property or assets as an entirety or substantially as an entirety. The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein. The Company will act, or in the event it designates a Warrant Agent, the Warrant Agent will act on behalf of the Company, in connection with the issuance, registration, transfer, exchange and redemption of the Warrants, the exercise of the Warrants, and the rights of the holders thereof. 1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time, or from time to time during the period commencing on the date hereof and expiring 5:00 p.m. Eastern Time on November 8, 2008 (the "Expiration Date"), by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its Warrant Agent, if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check or wire transfer, each payable to the order of the Company) of the Exercise Price for the number of shares specified in such form and instruments of transfer, if appropriate, duly executed by the Holder or his or her duly authorized attorney. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office, or by the Warrant Agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. 2. FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the fair market value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any exercise of this Warrant. For purposes of this Warrant, the fair market value of a share of Common Stock shall mean: (i) if the shares of Common Stock are listed or admitted for trading on a national securities exchange, the last reported sales price regular way, or, in the case no such reported sale takes place on such day or days, the average of the reported closing bid and asked prices regular way, in either case on the principal national securities exchange on which the shares of the Common Stock are listed or admitted for trading, or (ii) if the shares of Common Stock are not listed or admitted for trading on a national securities exchange (A) the last transaction price for the Common Stock on The Nasdaq Stock Market ("Nasdaq") or, in the case no such reported transaction takes place on such day or days, the average of the reported closing bid and asked prices thereof quoted on Nasdaq, or (B) if the shares of Common Stock are not quoted on Nasdaq, the average of the closing bid and asked prices of the Common Stock as quoted on the Over-The-Counter Bulletin Board maintained by the National Association of Securities Dealers, Inc. (the "Bulletin Board"), or (C) if the shares of Common Stock are not quoted on Nasdaq or on the Bulletin Board, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market, as reported by The National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or (iii) if on any such trading day or days the shares of Common Stock are not quoted by any such organization, the fair market value of the shares of Common Stock on such day or days, as determined in good faith by the Board of Directors of the Company. 2 3. RESERVATION OF SHARES; PAYMENT OF TAXES; ETC. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants and payment of the Exercise Price shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue hereof (other than those which the Company shall promptly pay or discharge). (b) The Company will use commercially reasonable efforts to obtain appropriate approvals or registrations under state "blue sky" securities laws with respect to the exercise of the Warrants; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or qualify as a foreign corporation in any jurisdiction. With respect to any such securities laws, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Holder in any state in which such exercise would be unlawful. (c) The Company shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of Warrants, or the issuance, or delivery of any shares upon exercise of the Warrants; PROVIDED, HOWEVER, that if the shares of Common Stock are to be delivered in a name other than the name of the Holder representing any Warrant being exercised, then no such delivery shall be made unless the person requesting the same has paid to the Company or the Warrant Agent the amount of transfer taxes or charges incident thereof, if any. 4. EXCHANGE AND REGISTRATION OF TRANSFER. (a) This Warrant may be exchanged for other Warrants representing an equal aggregate number of Warrants of the same class or may be transferred in whole or in part. Warrants to be exchanged shall be surrendered to the Company, or the Warrant Agent, as the case may be, at its corporate office, and upon satisfaction of the terms and provisions hereof, the Company shall execute, and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrants which the Holder making the exchange shall be entitled to receive. (b) The Company, or the Warrant Agent, as the case may be, shall keep at its office books in which it shall register Warrants and the transfer thereof in accordance with its regular practice. (c) The Company may require payment by such Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (d) Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent, if one shall be serving, may deem and treat the Holder as the absolute owner thereof and of each Warrant represented thereby (notwithstanding any notations of ownership or 3 writing thereon made by anyone other than a duly authorized officer of the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary. 5. LOSS OR MUTILATION. Upon receipt by the Company and the Warrant Agent, if one shall be serving, of evidence satisfactory to them of the ownership of and loss, theft, destruction or mutilation of any Warrant and (in case of loss, theft or destruction) of indemnity satisfactory to them, and (in the case of mutilation) upon surrender and cancellation thereof, the Company shall execute and the Warrant Agent, if one shall be serving, shall (in the absence of notice to the Company and/or Warrant Agent that the Warrant has been acquired by a bona fide purchaser) countersign and deliver to the Holder in lieu thereof a new Warrant of like tenor representing an equal aggregate number of Warrants. Applicants for a substitute Warrant shall comply with such other reasonable regulations and pay such other reasonable charges as the Company or the Warrant Agent may prescribe. 6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES OF COMMON STOCK OR WARRANTS. The type and number of securities of the Company issuable upon exercise of this Warrant and the Exercise Price are subject to adjustment as set forth below: (a) The Exercise Price and the number and type of securities and/or other property issuable upon exercise of this Warrant shall be appropriately and proportionately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number or character of outstanding shares of the Common Stock. (b) In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a "Reorganization"), then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization shall receive, in lieu of the Common Stock issuable upon exercise of the Warrants prior to the date of such Reorganization, the stock and other securities and property (including cash) to which such holder would have been entitled upon the date of such Reorganization if such holder had exercised this Warrant immediately prior thereto. (c) In case of any adjustment in the Exercise Price or number and type of securities issuable on the exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. 7. REGISTRATION RIGHTS AND LISTING. (a) The Company shall use its commercially reasonable efforts to cause to be effective a registration statement on or prior to December 31, 2001 under the Securities Act, to permit the resale of the Warrant Stock by a holder thereof. The Company shall use its commercially reasonable efforts to cause such registration statement to remain effective until the 4 earlier to occur of (i) the expiration of the time period referred to in Rule 144(k) under the Securities Act with respect to all beneficial holders of the Warrant Stock other than affiliates of the Company and (ii) such time as all the restricted Warrant Stock covered by any registration statement have been sold or are otherwise freely tradable without registration under the Securities Act. (b) In connection with the foregoing, the Company will: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective. (ii) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the holder of such securities shall desire to sell the same. (iii) Furnish to holder such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as holder may reasonably request in order to facilitate the sale of the Warrant Stock owned by holder. (iv) Use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the holder shall reasonably request, and do such reasonable acts and things as may be required in such jurisdiction; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or qualify as a foreign corporation in any jurisdiction. (v) Furnish at the request of holder, on the date that such Warrant Stock is delivered to the underwriters for sale pursuant to an underwritten registration or, if such Warrant Stock is not being sold through underwriters, on the date that the registration statement with respect to such Warrant Stock becomes effective, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and if the Warrant Stock is not being sold through underwriters, then to the holder, stating that such registration statement has become effective under the Securities Act and that (a) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (b) the registration statement, the related prospectus and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements contained therein), (c) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereof, contains any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading, (d) the descriptions in 5 the registration statement or the prospectus, or any amendment or supplement thereto, of all legal matters and contracts and other legal documents or instruments are accurate and fairly present the information required to be shown, and (e) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments or a character required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described and filed or incorporated by reference as required. Such opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as holder may reasonably request. (c) All of the expenses incurred in complying with the foregoing, including, without limitation, all registration and filing fees (including all expenses incident to filing with the NASD), printing expenses, fees and disbursements of counsel for the Company, expenses of any special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws or any jurisdictions shall be paid by the Company. (d) The Company shall also use its commercially reasonable efforts to cause such Warrant Stock to be listed on the American Stock Exchange or such other principal national securities exchange on which the shares of Common Stock are then listed or if the shares are not so listed, on The Nasdaq Stock Market, if the shares are then listed on such market. 8. WARRANT HOLDERS NOT DEEMED STOCKHOLDERS. No holder of Warrants, shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof. 9. RIGHTS OF ACTION. All rights of action with respect to this Warrant are vested in the respective Holder of the Warrants, and the Holder, without consent of the Warrant Agent or the holder of any other Warrant, may, on his or her own behalf and for his or her own benefit, enforce against the Company his right to exercise his or her Warrants for the purchase of shares of Common Stock in the manner provided in this Warrant. 10. CONCERNING THE WARRANT AGENT. The Company reserves the right to designate a Warrant Agent. If so designated, the Warrant Agent will act hereunder as agent and in a ministerial capacity for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrants or by any other act 6 hereunder be deemed to make any representations as to the validity, value or authorization of the Warrants or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay the Company all moneys received by the Warrant Agent upon the exercise of such Warrants. The Warrant Agent shall, upon request of the Company from time to time, deliver to the Company such complete reports of registered ownership of the Warrants and such complete records of transactions with respect to the Warrants and the shares of Common Stock as the Company may request. The Warrant Agent shall also make available to the Company and the Holder for inspection by their agents or employees, from time to time as either of them may request, such original books of accounts and records (including original Warrants surrendered to the Warrant Agent upon exercise of Warrants) as may be maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Warrant Agent's office during normal business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of Warrants to make or cause to be made any adjustment of the Exercise Price provided in this Warrant, or to determine whether any fact exists which may require any such adjustments, or with respect to the nature or extent of any such adjustment, when made, or with respect to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or for any action taken, suffered or omitted by it in reliance on any Warrant or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Warrant, or (iii) be liable for any act or omission in connection with this Warrant except for its own negligence or willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by the Chairman of the Board, President, any Vice President, Secretary, or Assistant Secretary of the Company, (unless other evidence in respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable for any action taken, suffered or omitted by it in accordance with such notice, statement instruction, request, direction, order or demand believed by it to be genuine. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or willful misconduct), after giving 30 days prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Holder at the Company's expense. Upon 7 such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company may choose to perform the duties of the Warrant Agent itself or can appoint a new warrant agent. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to be mailed to the Holder. Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Warrant without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Holder. The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company and otherwise deal with the Company in the same manner and to the same extent and with like effects as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 11. MODIFICATION OF AGREEMENT. The Company may from time to time supplement or amend this Warrant in order to cure any ambiguity or to correct any provision herein which may be erroneous, defective or inconsistent; provided, however, that no change in the number or nature of the securities purchasable upon the exercise of any Warrant, or the Exercise Price therefor, or the acceleration of the Warrant Expiration Date, shall be made without the consent in writing of the Holder, other than such changes as are specifically prescribed by this Warrant as originally executed. 12. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been made when delivered or mailed first class registered or certified mail, postage prepaid as follows: if to the Holder, at the address of such holder as shown on the registry books maintained by the Company or the Warrant Agent, if one shall be serving; if to the Company, at 2601 S. Bayshore Drive, Miami, Florida, 33133, Attention: Brian Goodkind, Executive Vice President and Chief Operating Officer; and if to the Warrant Agent, if one shall be serving, at its corporate office. 13. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Florida, without reference to principles of conflict of laws. 8 14. BINDING EFFECT. This Warrant shall be binding upon and inure to the benefit of the Company, the Holder and the Warrant Agent (and their respective successors and assigns) and the holders from time to time of Warrants. Nothing in this Warrant is intended or shall be construed to confer upon any other person any right, remedy or claim, in equity or at law, or to impose upon any other person any duty, liability or obligation. 15. TERMINATION. This Warrant shall terminate on the earlier to occur of (i) the close of business on the Expiration Date; or (ii) the date upon which the Warrant has been exercised in full. 16. TRANSFER TO COMPLY WITH THE SECURITIES ACT. Notwithstanding any other provision contained herein, this Warrant and any Warrant Stock or Other Securities may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person who, in the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 6 with respect to any resale or other disposition of such securities; or (b) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. 17. LEGEND. Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of any of the Warrants and the issuance of any of the shares of Warrant Stock or Other Securities, all certificates representing such securities shall bear on the face thereof substantially the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE `SECURITIES ACT'), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE `BLUE SKY' OR SIMILAR SECURITIES LAWS." IN WITNESS HEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written. TERREMARK WORLDWIDE, INC. By: ------------------------------------ Name: Title: 9 WARRANT EXERCISE FORM The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing ____ shares of Common Stock of TERREMARK WORLDWIDE, INC., a Delaware corporation, and hereby makes payment of $____________ in payment therefor. ------------------------------------- Signature ------------------------------------- Signature, if jointly held ------------------------------------- Date INSTRUCTIONS FOR ISSUANCE OF STOCK (if other than to the registered holder of the within Warrant) Name --------------------------------------------------------------------------- (Please typewrite or print in block letters) Address ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- Social Security or Taxpayer Identification Number ------------------------------------------------- 10 ASSIGNMENT FORM FOR VALUE RECEIVED, ------------------------------------------------------------ hereby sells, assigns and transfers unto Name --------------------------------------------------------------------------- (Please typewrite or print in block letters) the right to purchase Common Stock of TERREMARK WORLDWIDE, INC., a Delaware corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint __________________________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. DATED: ____________, _____. ------------------------------------- Signature ------------------------------------- Signature, if jointly held 11 EX-10.1 4 g81998exv10w1.txt EX-10.1 NET PREMISES LEASE Exhibit 10.1 NET PREMISES LEASE 3030 CORVIN DRIVE SANTA CLARA, CALIFORNIA BY AND BETWEEN LANDLORD RAINBOW PROPERTY MANAGEMENT, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND TENANT COLOCONNECTION, INC., A FLORIDA CORPORATION TABLE OF CONTENTS ARTICLE 1 Term of Lease...................................................................................1 1.1 Fixed Term...........................................................................................1 1.2 Early Occupancy......................................................................................2 1.3 Holdover Rent........................................................................................2 1.4 Option to Extend Term of Lease.......................................................................2 ARTICLE 2 Rent and Taxes..................................................................................3 2.1 Rent.................................................................................................3 2.2 Minimum Monthly Rent.................................................................................3 2.3 Additional Rent......................................................................................4 2.4 Reimbursement of Certain Expenses....................................................................4 2.5 Tenant's Personal Property Taxes.....................................................................6 2.6 Security Deposit.....................................................................................7 2.7 Minimum Monthly Rent During Option Period............................................................8 ARTICLE 3 Use of Leased Premises, Parking, License and Public Transportation.............................10 3.1 Permitted Use: Compliance with Insurance, Law.......................................................10 3.2 Waste; Nuisance.....................................................................................10 3.3 Toxic Materials.....................................................................................11 3.4 Quiet Enjoyment.....................................................................................14 3.5 Parking.............................................................................................14 3.6 Access..............................................................................................15 ARTICLE 4 Maintenance and Repair.........................................................................15 4.1 Condition of Premises...............................................................................15 4.2 Tenant Maintenance and Repair Obligations...........................................................15 4.3 Landlord Maintenance and Repair Obligations.........................................................15 ARTICLE 5 Alterations, Fixtures and Signs................................................................16 5.1 Initial Tenant Improvements.........................................................................16 5.2 Subsequent Alterations to the Leased Premises by Tenant.............................................17 5.3 Alterations to the Leased Premises Requiring Landlord's Consent.....................................18 5.4 All Alterations to the Leased Premises..............................................................18 5.5 Mechanics' Liens....................................................................................19 5.6 Signs...............................................................................................20 ARTICLE 6 UTILITIES AND SERVICES.........................................................................20 6.1 Utilities and Services to Leased Premises...........................................................20 6.2 Interruption of Services............................................................................20 i ARTICLE 7 Indemnity and Exculpation Insurance............................................................20 7.1 Indemnification and Waiver..........................................................................20 7.2 Tenant's Insurance..................................................................................21 ARTICLE 8 Destruction....................................................................................23 8.1 Repair of Damage to Premises by Landlord............................................................23 8.2 Elections to Terminate..............................................................................23 8.3 Waiver of Statutory Provisions......................................................................24 ARTICLE 9 Eminent Domain.................................................................................25 9.1 Parties' Rights and Obligations To Be Governed by Lease.............................................25 ARTICLE 10 Assignment, Subletting and Encumbrance.........................................................25 10.1 Prohibitions in General.............................................................................25 10.2 Consent Not Unreasonably Withheld to Assignment or Subleasing.......................................26 10.3 Change in Ownership Interest........................................................................26 10.4 Assumption Agreement................................................................................27 10.5 Monthly Bonus Value.................................................................................27 10.6 Landlord's Right to Recapture Space.................................................................27 10.7 Permitted Transfers.................................................................................28 10.8 Merger/Consolidation/Reorganization.................................................................28 ARTICLE 11 Default........................................................................................29 11.1 Default Described...................................................................................29 11.2 Landlord's Remedies.................................................................................29 11.3 Tenant's Right to Possession Not Terminated.........................................................29 11.4 Termination of Tenant's Right to Possession.........................................................30 11.5 Landlord's Right to Cure Tenant's Default...........................................................30 11.6 Waiver of Redemption................................................................................30 11.7 All Sums Due and Payable as Rent....................................................................31 11.8 Landlord Default....................................................................................31 ARTICLE 12 Landlord's Entry on Premises...................................................................31 12.1 Right of Entry......................................................................................31 12.2 Exculpation.........................................................................................31 ARTICLE 13 Subordination; Estoppel........................................................................32 13.1 Subordination.......................................................................................32 13.2 Prior Lien..........................................................................................32 13.3 Documentation.......................................................................................32 13.4 Attornment..........................................................................................32 13.5 Estoppel Certificates...............................................................................32 13.6 Non-Disturbance From Landlord's Current Lender......................................................33 ii ARTICLE 14 Notice.........................................................................................33 ARTICLE 15 Waiver.........................................................................................33 15.1 Delay or Omission...................................................................................33 ARTICLE 16 Enforcement....................................................................................34 16.1 Choice of Law and Venue.............................................................................34 16.2 Waiver of Trial by Jury.............................................................................34 16.3 Attorneys' Fees.....................................................................................34 ARTICLE 17 Surrender of Possession........................................................................34 17.1 Surrender of Possession.............................................................................34 17.2 Failure to Surrender Possession.....................................................................35 17.3 Free of Liens.......................................................................................35 ARTICLE 18 General Conditions.............................................................................35 18.1 Time of Essence.....................................................................................35 18.2 Corporate Authority.................................................................................35 18.3 Successors..........................................................................................35 18.4 Landlord Liability..................................................................................35 18.5 Landlord............................................................................................35 18.6 Force Majeure.......................................................................................36 18.7 Security Measures...................................................................................36 18.8 Miscellaneous.......................................................................................36 18.9 Effect of Delivery of this Lease....................................................................36 18.10 Brokers.............................................................................................36 18.11 Guarantee...........................................................................................37 18.12 Right of First Offer................................................................................37 18.13 Leasehold Mortgage..................................................................................37 18.14 Recordation of Memorandum of Lease..................................................................38 iii NET PREMISES LEASE 3030 CORVIN DRIVE SANTA CLARA, CALIFORNIA By this Net Building Lease (the "Lease"). which is dated for reference purposes only on September 13, 2000 (the "Reference Date"), Rainbow Property Management, LLC, a California limited liability company, whose address is 18070 China Grade, Boulder Creek. California, 95006 ("Landlord") hereby leases to Coloconnection, Inc., a Florida corporation, whose address is 3030 Corvin Drive, Santa Clara, CA 95051 ("Tenant"), and Tenant hereby leases from Landlord, that certain real property located in Santa Clara County, California, at 3030 Corvin Drive, Santa Clara, California, 95051 (A.P.N. 216-33-025), and more particularly described in Exhibit "A", which is attached hereto and incorporated herein by reference (the "Land"), together with the appurtenances, buildings and improvements erected or to be erected upon the Land in accordance with the terms of this Lease, including a ore story industrial building containing approximately forty thousand four hundred ninety-one (40,491) gross interior square feet (the "Building"). (The Land and the Building are sometimes collectively referred to herein as the "Leased Premises.") The Leased Premises shall also include all right, title and interest of Landlord, if any, in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land and in and to the easements, franchises, rights, appendages and appurtenances belonging or appertaining to such real property. Tenant shall lease the Leased Premises from Landlord on the terms and conditions set forth herein including the Rules and Regulations, as they may be amended by Landlord from time to time by Landlord, and subject to any superior liens or encumbrances, and to all covenants, conditions, and restrictions of record with respect thereto, and subject to all of the covenants, terms, and conditions of this Lease. A current copy of said Rules and Regulations is attached hereto as Exhibit "B" and incorporated herein by reference (the "Rules and Regulations"). Landlord shall not be liable in any way for failure of any party to comply with and observe these titles and regulations. Landlord reserves the tight, at any time, to renumber and/or redesignate the street address, suite number or unit number of all or any portion of the Leased Premises if required by law or by the decree of the U.S. postal service or other governmental or quasi-governmental organization. ARTICLE 1 TERM OF LEASE 1.1 FIXED TERM. The term of this Lease shall be for a period of approximately two hundred forty (240) months commencing upon October 1, 2000 (the "Commencement Date") and expiring on September 30, 2020 (the "Expiration Date"), unless sooner terminated or extended as herein provided. Notwithstanding the foregoing, if there shall be any Contingent Free Rent Period (as defined in Section 2.2.1 below), the term of this Lease shall be extended (and the Expiration Date postponed) an equal number of days as shall have comprised such Contingent Free Rent Period, whereupon all references in this Lease to the Expiration Date shall mean and refer to the final date of the extended term. Notwithstanding any other provision in this Lease, if Landlord does not deliver possession of the Premises to Tenant by January 5, 2001 (the "Trigger Date"), then within five (5) days of the Trigger Date, Tenant may give Landlord written notice of Tenant's intent to terminate this Lease. 1.2 EARLY OCCUPANCY. If Landlord shall deliver possession of the Leased Premises to Tenant at any time prior to the Commencement Date, Tenant shall accept delivery thereof and shall hold possession of the Leased Premises until the Commencement Date subject to all of the terms and conditions of this Lease, except that Tenant's obligation to pay Minimum Monthly Rent shall not commence until the Commencement Date. 1.3 HOLDOVER RENT. If Tenant should hold over and continue in possession of the Leased Premises after termination of the term of this Lease or any renewal or extension of the term of this Lease, Tenant's continued occupancy of the Leased Premises shall be deemed merely a tenancy from month to month at a Minimum Monthly Rent (as defined in Section 2.1 of this Lease below) equal to one hundred fifty percent (150%) of the final rental amount due under this Lease for the first two (2) calendar months that Tenant fails to vacate the Leased Premises and two hundred percent (200%) of the final rental amount due under this Lease for every calendar month thereafter that Tenant fails to vacate the Leased Premises (the "Holdover Rent"), subject to all the terms and conditions of this Lease, including provisions for payment of Additional Rent. If Tenant shall holdover and fail to surrender the Leased Premises upon the termination of this Lease without Landlord's consent, in addition to any other liabilities to Landlord arising therefrom, Tenant shall and does hereby agree to indemnify, defend, and hold Landlord harmless from loss or liability resulting from such failure including, but not limited to, claims made by any succeeding tenant founded on such failure. 1.4 OPTION TO EXTEND TERM OF LEASE. Provided that the original Tenant executing this Lease (and not any assignee, sublessee or other transferee of such original Tenant or of such original Tenant's interest in the Lease) has occupied not less than fifty percent (50%) of the floor area of the Building at all times during the term of this Lease, and, provided further that original Tenant is not in default of the terms and obligations in this Lease and that this Lease has not been terminated, Tenant shall have two (2) consecutive options to extend the term of this Lease for additional periods of sixty (60) months each by giving Landlord written notice of Tenant's exercise of such options (the "Extension Option Notice(s)") at a time no earlier than twelve (12) months prior to the initial Expiration Date of the Lease and no later than nine (9) months prior to the initial Expiration Date hereof or no earlier than twelve (12) months prior to the expiration date of the First Option Period (as defined below) and no later than nine (9) months prior to the expiration date of the First Option Period. It shall be an absolute condition precedent to the exercise of the second option that the first option be timely and properly exercised. Upon exercise of the first option, the term of this Lease shall be extended for an additional period of sixty (60) months from the initial Expiration Date (the "First Option Period"), and upon the exercise of the second option the term of this Lease shall be extended for an additional period of sixty (60) months from the expiration of the First Option Period (tie "Second Option Period") upon the same terms and conditions as set forth in this Lease, except for the Minimum Monthly Rent, which shall be determined, upon the exercise of each option, 2 pursuant to terms of Section 2.7 below. Except as otherwise provided for in Section 10.8 of this Lease, the option rights set forth in this section are personal to the original Tenant executing the Lease and may be exercised only by such original Tenant (and not by any assignee, sublessee or other transferee of such original Tenant or of such original Tenant's interest in the Lease). ARTICLE 2 RENT AND TAXES 2.1 RENT. Commencing on the Commencement Date (the "Initial Rental Date"), each month during the term of this Lease, Tenant shall pay to Landlord minimum monthly rent (the "Minimum Monthly Rent") and additional rent (the "Additional Rent") for the use and occupancy of the Leased Premises, determined and adjusted in accordance with the provisions of this Lease, payable monthly in lawful money of the United Stales, without any abatement, deduction or offset whatsoever, and without any prior demand therefor. Rent shall be paid to Landlord at the address specified in introductory paragraph of this Lease, or at such other place or places as Landlord may from time to time designate by written notice to Tenant. Payment of Minimum Monthly Rent for the first month of the term of this Lease shall be due and payable upon execution of this Lease, thereafter rent shall be due and payable in advance on the first day of each and every calendar month during the term of this Lease. if Tenant's obligation to pay rent should commence upon a day other than the first day of a calendar month or terminate on other than the last day of a calendar month, all rentals shall be prorated on the basis of a thirty (30) day month. Tenant agrees that Landlord will incur additional expenses, including bookkeeping charges and processing fees in the event that any payments required under this Lease are not timely made. Tenant agrees that the exact nature and amount of these expenses are difficult or impossible to ascertain at this time. Therefore, Tenant agrees that, as reasonable damages to Landlord, and not as a penalty, any payment required under this Lease, which is not made within five (5) days following the due date for such payment, shall be subject to a Late charge in the amount of six percent (6%) per annum of the amount of such delinquent payment, which late charge shall be assessed as "Additional Rent". All past due rent, including, any unpaid Additional Rent, shall, unless otherwise prohibited by law, accrue interest at an interest rate equal to the lesser of the twelve percent (12%) per annum or the maximum rate permitted by law. Unless restricted by law, payments shall be applied first to accrued late charges, then to interest, then to past-due rent (including, but not limited to all assessed Additional Rent, fees and costs), and lastly to prospective rent. 2.2 MINIMUM MONTHLY RENT. During the initial term of this Lease, commencing on the Initial Rental Date, Tenant shall pay Minimum Monthly Rent to Landlord as set forth in the Minimum Monthly Rent Schedule below: 3 MINIMUM MONTHLY RENT SCHEDULE MONTH OF LEASE TERM MINIMUM MONTHLY RENT ------------------- -------------------- Initial Rental Date through last day 2nd $55,675.13; consecutive full calendar month following Initial Rental Date: Months 3 through 12 $111,350.25 Months 13 through 24: $114,690.76; Months 25 through 36: $118,131.48; Months 37 through 48: $121,675.42; Months 49 through 60: $125,325.69; Months 61 through 72: $129,085.46; Months 73 through 84: $132,958.02; Months 85 through 96: $136,946.76; Months 91 through 108: $141,055.17; Months 109 through 120: $145,286.82; Months 121 through 132: $149,645.43 Months 133 through 144: $154,134.79; Months 145 through 156: $158,758.83; Months 157 through 168: $163,521.60; Months 169 through 180: $168,427.24; Months 181 through 192: $173,480.06; Months 193 through 204: $178,684.46; Months 205 through 216: $184,045.00; Months 217 through 228: $189,566.35; and Months 229 through Expiration Date: $195,253.34. 2.2.1 THE CONTINGENT FREE RENT PERIOD. Notwithstanding the Minimum Monthly Rent set forth in Section 2.2 above, if, for any reason other than Tenant's default, Landlord shall not have delivered possession of the Leased Premises to Tenant on or before the Commencement Date, as Tenant's sole and only remedy in connection therewith, Tenant shall not be obligated to pay Minimum Monthly Rent during the period, if any, commencing on October 1, 2000 and continuing until the date that Landlord shall have delivered possession of the Leased Premises to Tenant (the "Contingent Free Rent Period"). 2.3 ADDITIONAL RENT. Commencing on the Commencement Date, Tenant shall pay to Landlord Additional Rent as and when required by the terms of this Lease, including, as appropriate, without limitation: (i) items of Reimbursable Expense (as defined in Section 2.4 below); (ii) the Monthly Bonus Value (Section l0.5)(if any); and (ii) any other sums due and payable under the terms of this Lease. If Tenant shall fail to timely pay to Landlord any Additional Rent as when due hereunder, Landlord shall have the same remedies with respect thereto as would be available for non-payment of Minimum Monthly Rent. 2.4 REIMBURSEMENT OF CERTAIN EXPENSES. This Lease is a net lease and the Minimum Monthly Rent shall be absolutely net to Landlord, so that this Lease shall yield, net, to Landlord, the Minimum Monthly Rent during the Term, and, except as otherwise provided for in this Lease, shall pay as Additional Rent to Landlord all costs, expenses and obligations of every kind and nature, 4 whatsoever relating to the Leased Premises which may arise and be attributable to the ownership. use or occupancy of the Leased Premises during the Term, including, without limitation: (i) the cost of the premiums and other charges incurred by Landlord with respect to fire, other casualty, rent, earthquake, flood and liability insurance and any other insurance as is deemed necessary or advisable in the reasonable judgment of Landlord, or any other insurance required by Landlord's lender, if any, and reasonable deductibles under such insurance in the event a claim is made thereunder; (ii) Tax Expenses (as defined below) (collectively, "Reimbursable Expense"). Except for items of Tax Expense (which shall be payable as provided in Section 2.4.2 below), Tenant shall pay to Landlord as Additional Rent hereunder within thirty (30) days following Tenant's receipt of Landlord's invoice therefor, all items of Reimbursable Expense incurred by Landlord through the date of the invoice. Each such invoice shall describe the nature and amount of the item of Reimbursable Expense for which Landlord seeks payment. Upon written request by Tenant, Landlord shall provide Tenant with copies of the bills, invoices or other back-up materials evidencing the Reimbursable Expense described in the invoice. 2.4.1 As used herein, "Tax Expenses" shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, payable by Landlord (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid directly by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property located on the Premise), because of the ownership, leasing and operation of the Premises, or any portion thereof, during the term of this Lease and any extension thereof. Tax Expenses shall include, without limitation: (i) Any tax on the rent, right to rent or other income from the Premises or any portion thereof, or as against the business of leasing the Premises or any portion thereof; (ii) Any assessment. tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, libraries, transit programs, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13; (iii) any governmental assessments of the Premises' contribution towards a governmental cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iv) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating. management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; (v) Any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; and (vi) any real estate taxes and 5 assessments imposed upon or with respect to the on the land and improvements comprising the Premises. Any costs and expenses (including, without limitation, reasonable attorneys' and consultants' Fees) incurred in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the year such expenses are incurred. If Tax Expenses for any period during the term of this Lease or any extension thereof are increased after payment thereof for any reason, including, without limitation. error or reassessment by applicable governmental or municipal authorities. Tenant shall pay to Landlord within thirty (30) days after written notice to Tenant (containing evidence of such increase) of such an increase in Tax Expenses and such increase shall be included by Landlord as a Tax Expenses pursuant to the terms of this Lease. Notwithstanding anything to the contrary herein, there shall be excluded from Tax Expenses (a) all Tax Expenses relating to any period not within the term (and any exercised extension term) of this Lease, and (b) all excess profits taxes, franchise taxes. gift taxes, capital stock taxes, inheritance taxes, estate taxes, federal and state income taxes. 2.4.2 Landlord shall periodically (but not more often than twice a fiscal real property tax year) invoice to Tenant (which shall include a copy of the real property tax bill on which the invoice is based), and Tenant shall pay to Landlord as Additional Rent within thirty (30) days following receipt of such invoice, the Tax Expenses owed for the period of the term identified in such invoice. 2.4.3 Tenant shall have the right to contest the amount or validity of any Tax Expense paid by Tenant pursuant to the terms of this Lease by appropriate proceedings. If Tenant determines not to so contest any such Tax Expense, Landlord shall have the right so to do, If Tenant shall contest the amount or validity of any such Tax Expense, Tenant shall nevertheless promptly pay the Tax Expense in accordance with the terms and provisions of this Lease, and nothing herein shall imply any right on the part of Tenant to postpone or defer such payment for any such purpose. Upon the termination of such proceedings, Tenant shall pay the amount of the Tax Expense, or part thereof, as finally determined to be due in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith. Landlord shall not be required to join in any such proceedings, Landlord shall not unreasonably withhold its consent to joining in any such proceedings, or permitting the same to be brought in its name, and shall execute any and all documents reasonably required in connection therewith, provided the same shall be approved as to both form and substance by Landlord's counsel, which approval Landlord agrees shall not be unreasonably withheld, or delayed. Landlord shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceeding, including, but not limited to, Landlord's reasonable counsel fees, and Tenant shall indemnify and save harmless Landlord from any such costs or expenses. Tenant shall be entitled to any refund of the Tax Expense relating to Tax Expenses paid by Tenant pursuant to the terms of this Lease and penalties or interest thereon which shall have been paid by Tenant, or, if' paid by Landlord, for which Landlord shall have been fully reimbursed b Tenant. 2.5 TENANT'S PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges ("taxes') that are levied and assessed against Tenant's personal property installed or located in or on the Premises, and that become payable during the term. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments. If any taxes on Tenant's personal property are levied against 6 Landlord or Landlord's property, or if the assessed value of the Premises is increased by the inclusion of a value placed on Tenant's personal property, and if Landlord pays the taxes on any of these items or on taxes based on the increased assessment of these items, Tenant, within thirty (30) days after written demand on Tenant (containing proof of such taxes), shall, as Additional Rent, reimburse Landlord for such amounts. Landlord shall have the right to pay these taxes regardless of the validity of the levy. Failure to make such reimbursement shall, at the sole discretion of Landlord, constitute a event of default. 2.6 SECURITY DEPOSIT. Upon the execution of this Lease by Tenant, Tenant shall deposit with Landlord a security deposit in the aggregate amount of nine hundred forty-five thousand two hundred fifty dollars and no cents ($945,250.00) to sect re the faithful performance by Tenant of each term, covenant and condition to be performed or observed by Tenant under this Lease. The Security Deposit shall be delivered to Landlord partially in the form of cash in the amount of one hundred ninety-five thousand two hundred fifty dollars and no cents ($195,250.00) (the "Cash Security Deposit") and partially in the font of an irrevocable Letter of Credit in the face amount of seven hundred fifty thousand dollars and no cents ($750,000.00) (the "LC Security Deposit"), as more particularly described in Section 2.6.1 below. (The Cash Security Deposit and the LC Security Deposit are sometimes collectively referred to herein as the "Security Deposit".) If Tenant shall at any time fail to timely make any payment due or fail to timely perform or observe any term, covenant and condition on Us part to be performed or observed under this Lease, Landlord may, without Waiving or releasing Tenant from any obligation under this Lease and without waiving its right to treat such failure as a default hereof use, apply or retain the whole or any part of the Security Deposit reasonably necessary to remedy such failure of Tenant and to compensate Landlord for damage it suffers thereby. In such event, Tenant shall, within five (5) days after written demand by Landlord, remit to Landlord sufficient funds to restore the Security Deposit to its original sum; Tenants failure to do so being a material breach of this Lease. Landlord is not a trustee of the Security Deposit and may commingle it, use it in ordinary business, transfer or assign it, or use it in any combination of those ways. Tenant shall not be entitled to any interest on the Security Deposit. Should Tenant comply with all of said terms, covenants and conditions, and at the end of the term of this Lease leave the Leased Premises in the condition required by the terms of this Lease, then said Security Deposit shall be returned to Tenant within the statutorily prescribed period following the expiration or termination of this Lease and surrender of the Leased Premises by Tenant. 2.6.1 THE LC SECURITY DEPOSIT. The LC Security Deposit shall: (i) be in a form reasonably acceptable to Landlord and similar in form to the For Letter of Credit, attached hereto as Exhibit "G" and incorporated by reference herein: (ii) provide that it shall not terminate or expire until ninety (90) days after the last to occur of the following: (a) the expiration or earlier termination of this Lease, or (b) surrender of possession of the Leased Premises by Tenant in accordance with this Lease (the "Expiry Date"); (iii) be confirmed by a bank authorized to do business in the State of California, which (x) is a member of the Federal Reserve banking system, (y) has a teller window for receiving cash deposits located within the County of Santa Clara, California, and (z) is otherwise reasonably acceptable to Landlord; and (iv) be freely assignable by Landlord without charge; and (v) permit partial draws. In addition, the LC Security Deposit shall state on its face that is payable to Landlord, or to Landlord's assignee, upon the presentation by Landlord and/or Landlord's assignee to the confirming bank that Beneficiary is entitled to make the requested draw pursuant to the terms of this Lease. From time to time 7 throughout the term of this Lease, Tenant may replace and/or renew the Letter of Credit then acting as the LC Security Deposit pursuant to this section, with Immediately Available Funds and/or a replacement Letter of Credit, provided that: (I) such replacement LC Security Deposit or renewal shall he delivered to Landlord on or before the thirtieth (30th) day prior to the expiration of the Letter of Credit then held by Landlord as the LC Security Deposit under this section; and (ii) such replacement LC Security Deposit or renewal shall otherwise comply with all terms and conditions of this paragraph pertaining to the original LC Security Deposit. Failure to deliver such a replacement LC Security Deposit and/or renewal on or before thirty (30) days prior to the expiration of the Letter of Credit then held as the LC Security Deposit (except after the Expiry Date) shall allow Landlord to draw on the entire Letter of Credit. If an event of default by Tenant occurs during the term of :his Lease or any extension thereof, Landlord may (but shall not be required to) draw on and use or apply all or such lesser part of the Letter of Credit as Landlord deems necessary or such lesser part of the Letter of Credit as is necessary to remedy such default and compensate Landlord for any loss, damage, costs, or expenses which Landlord may have suffered by reason of such an event of default. Tenant shall then, within five (5) days of written demand of Landlord, reinstate the Letter of Credit or obtain a replacement Letter of Credit, in each case in the full amount of the Letter of Credit as it existed before the draw, or Tenant will be in default of this Lease. Within sixty (60) days after the expiration or sooner termination of this Lease, Landlord shall return the Letter of Credit then held by it to Tenant or so much of the proceeds thereof as have not been applied by Landlord to remedy an event of default by Tenant or to compensate Landlord for any loss or damage which Landlord may have suffered by reason of an event of default by Tenant. The rights of Landlord with respect to the Letter of Credit shall be in addition to any other rights or remedies which Landlord may possess under this Lease. 2.7 MINIMUM MONTHLY RENT DURING OPTION PERIOD. In the event that Tenant shall timely and properly exercise its option to extend the term of this Lease, the Minimum Monthly Rent during the First Option Period and the Second Option Period shall be determined as follows: 2.7.1 MINIMUM MONTHLY RENT DURING OPTION PERIOD. During the initial twelve (12) months of the First Option Period and the initial twelve (12) months of the Second Option Period, Tenant shall pay to Landlord Minimum Monthly Rent in an amount equal to ninety-five percent (95%) of the fair market rental value for premises of similar type, design and quality and in the immediate `vicinity of the Leased Premises, but in no event less than one hundred three percent (103%) of the Minimum Monthly Rent payable by Tenant diving the period immediately prior to the First Option Period or Second Option Period, as applicable (the "Initial Option Year Minimum Monthly Rent"). The Initial Option Year Minimum Monthly Rent shall be determined by agreement of Landlord and Tenant, or by appraisal, as set forth below. During the succeeding forty-eight (48) months of the First Option Period and the succeeding forty-eight (48) months of the Second Option Period, as applicable, Tenant shall pay to Landlord Minimum Monthly Rent in an amount determined by adjusting the Initial Option Year Minimum Monthly Rent for such option period in accordance with the provisions of Section 2.7.5 of this Lease below. 2.7.2 DETERMINATION OF INITIAL OPTION YEAR MINIMUM MONTHLY RENT BY AGREEMENT. The parties shall have thirty (30) days after Landlord receives the Extension Option Notice for each option period in which to agree 8 upon the Initial Option Year Minimum Monthly Rent for such option period. If the parties agree on the Initial Option Year Minimum Monthly Rent during said thirty (30) day period, Landlord and Tenant shall immediately execute an amendment to this Lease stating the agreed upon Minimum Monthly Rent for the initial twelve (12) months of the First Option Period or the Second Option Period, as applicable. 2.7.3 DETERMINATION OF INITIAL OPTION YEAR MINIMUM MONTHLY RENT BY APPRAISAL. If Landlord and Tenant are unable to agree upon the Initial Option Year Minimum Monthly Rent within the above referenced thirty (30) day period, ten the Initial Option Year Minimum Monthly Rent shall be determined by appraisal as set forth in this section. Within ten (10) days after the expiration of the above referenced thirty (30) day period, Landlord and Tenant shall each, at their own cost and expense, appoint one real estate appraiser with at least five (5) years full time commercial real estate appraisal experience in the county wherein the Leased Premises are located, to appraise the Fair Market Rental Value of the Leased Premises for the initial twelve (12) months of the First Option Period or the Second Option Period, as applicable, and shall give notice of such selection to the other party. The appraisers chosen by Landlord and Tenant, respectively, shall promptly meet and attempt to determine the Fair Market Rental Value of the Leased Premises for the initial twelve (12) months of the First Option Period or the Second Option Period, as applicable. If', within thirty (30) days, the two appraisers are unable to agree upon the Fair Market Rental Value of the Leased Premises for the initial twelve (12) months of the First Option Period or the Second Option Period, as applicable, but the higher of the two appraisals is not more than ten percent (10%) greater than the lower of the two appraisals, then the average of the two appraisals shall be conclusively established as the Fair Market Rental Value, and the Initial Option Year Minimum Monthly Rent shall be established accordingly. If the two appraisers are unable to agree on the Initial Option Year Minimum Monthly Rent within said thirty (30) day period, the two appraisers shall appoint a third appraiser who shall be a real estate appraiser with at least ten (10) years full time commercial real estate appraisal experience in the county wherein the Leased Premises are located. If the parties are unable to agree on a third appraiser, then either party shall have the power to apply to the Superior Court of California in and for the County of Santa Clara to have said Court appoint a third appraiser who meets the qualifications stated in this section. Each of the parties shall bear one-half (1/4) of the cost of appointing the third appraiser and of paying the third appraiser's fee. Within thirty (30) days after the selection of the third appraiser, such third appraiser shall appraise the fair market rental value of the Leased Premises for the initial twelve (12) months of the First Option Period or the Second Option Period, as applicable, and the three appraisals shall be added together and their total divided by three (3), the resulting quotient shall be the Initial Option Year Minimum Monthly Rent, provided, however, that, except as set forth in the next sentence, the Initial Option Year Minimum Monthly Rent shall not be: (i) lesser than the lower of the two original appraisals; or (ii) greater than the higher of the two original appraisals. Notwithstanding the foregoing, in no event shall the Initial Option Year Minimum Monthly Rent be less than one hundred three percent (103%) of the Minimum Monthly Rent payable by Tenant under the Lease for the period immediately prior to the initial twelve (12) months of the First Option Period or the Second Option Period: as applicable. In determining the fair market rental value, each appraiser shall consider the highest and best use for the Leased Premises, subject to the restrictions on use as set forth in Section 3.1 of the Lease. 9 2.7.4 INTERIM MINIMUM MONTHLY RENT PAYABLE PENDING DETERMINATION OF INITIAL OPTION YEAR MINIMUM MONTHLY RENT. If the Initial Option Year Minimum Monthly Rent has not been determined prior to commencement of either the First Option Period or the Second Option Period, as applicable, the rent payable by Tenant until such determination shall be the applicable Holdover Rent determined in accordance with Section 1.3 of this Lease above. 2.7.5 ADJUSTMENTS TO MINIMUM MONTHLY RENT DURING OPTION PERIOD. The Minimum Monthly Rent payable during the First Option Period or the Second Option Period, as applicable, shall be adjusted annually pursuant to this section on each anniversary of the 1st day of the First Option Period or the Second Option Period, as applicable (the "Adjustment Date(s)"). As of each Adjustment Date, the Minimum Monthly Rent shall be increased to a sum equal to one hundred three percent (103%) of the Minimum Monthly Rent or the Minimum Monthly Rent, as adjusted, as the case may be, payable for the period immediately prior to the applicable Adjustment Date. Landlord shall provide Tenant with written notice of each such adjustment in the Minimum Monthly Rent following Landlord's determination thereof; provided, however, that any failure or delay on the part of Landlord in delivering such notice shall not relieve Tenant from the obligation to pay Minimum Monthly Rent, during all periods commencing on the relevant Adjustment Date. In the event that Landlord shall not have delivered an adjustment notice on or before a given Adjustment Date, Tenant shall continue to pay the Minimum Monthly Rent due for the period prior to the relevant Adjustment Date, until Landlord shall deliver to Tenant the notice of adjustment. Within ten (10) days following receipt of the relevant adjustment notice, Tenant shall pay to Landlord any accrued unpaid rent for the period commencing on the relevant Adjustment Date. ARTICLE 3 USE OF LEASED PREMISES, PARKING, LICENSE AND PUBLIC TRANSPORTATION 3.1 PERMITTED USE: COMPLIANCE WITH INSURANCE, LAW. Tenant shall: (i) use the Leased Premises for a data center for collocation, general office, research and development, marketing, sales, storage and other legal uses and for no other purpose; (ii) not do, bring, keep or allow anything in or about the Leased Premises that may cause a cancellation of any insurance covering the Leased Premises; (iii) comply with any and all requirements of any insurer of the Leased Premises; and (iv) comply at its sole cost with all laws insofar as they relate to the condition, use, or occupancy of the Leased Premises, and any certificate of occupancy, certificate of compliance, permit, easement, condition, covenant or restriction covering or affecting the condition, use or occupancy of the Leased Premises, including, without limitation, and subject to Article S hereof, the obligation to take curative action, whether substantial or insubstantial, to alter or maintain the Leased Premises in compliance and conformity with all such laws. 3.2 WASTE; NUISANCE. Tenant shall not use or occupy the Leased Premises in any manner that may constitute, nor shall Tenant suffer or permit the existence, maintenance, or commission of any act, omission, or condition that may constitute at the Leased Premises waste, nuisance, or unlawful acts. Tenant shall not do anything on the Leased Premises that will cause damage to the Leased Premises or threaten or impair the structural strength of the Building. 10 3.3 TOXIC MATERIALS. Tenant shall not create. generate, use, store, bring, permit, emit, dispose of. or allow to be present, in, on, under, or about, the Leased Premises any toxic or hazardous gaseous, liquid, or solid material or waste ("Toxic Materials"), except upon Landlords specific prior written consent, which consent may be withheld by Landlord with or without cause, in its sole and absolute determination, and in compliance with all applicable laws, as more particularly set forth in this Section 3.3. 3.3.1 For purposes of this section, "Toxic Materials", include, without limitation, any material or substance: (i) having characteristics of radioactivity, ignitability, corrosivity, reactivity, or extraction procedure toxicity; (ii) which is listed on any of the Environmental Protection Agency's lists of hazardous wastes or which are identified in Sections 66680 through 66685 of Title 22 of the California Administrative Code as the same may be amended from time to time; (iii) which has been determined by any state, federal or local governmental or public authority or agency to be capable of posing a risk of injury to health, safety or property; (iv) which are designated as hazardous or toxic by the city and/or county in which the Leased Premises are located, the United States Environmental Protection Agency, the United States Consumer Product Safety Commission, the United States Food and Drug Administration, the California Water Resources Control Board, the Regional Water Quality Control Board, San Francisco Bay Region, the California Air Resources Board, CAL/OSHA Standards Board, Division of Occupational Safety and Health, the California Department of Food and Agriculture, the California Department of Health Services, and any federal, state, county, and/or municipal agencies that have overlapping jurisdiction with such federal, state, county, and municipal agencies, or any other governmental agency now or hereafter authorized to regulate materials and substances in the environment; and/or (v) which require remediation under federal, state, county, or municipal statutes, ordinances, regulations or policies. 3.3.2 Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims, liabilities, costs or expenses incurred or suffered by Landlord arising from the creation, generation, use, storage, bringing, permitting, emission, disposal of or allowance to be present, of Toxic Materials in, on, tinder, or about the Leased Premises, and whether or not consent to the same has been granted by Landlord, unless caused by Landlord's gross negligence or willful misconduct. Tenant's indemnification, defense, and hold harmless obligations include, without limitation: (5) any and all claims, liabilities, costs and/or expenses resulting from or based upon administrative, judicial (civil or criminal) or other action, whether legal or equitable, brought by any private or public person or entity under common law or any federal, state, county, municipal law, statute, ordinance, or regulation, including, without limitation, any subsequent tenant or owner of the Leased Premises or adjacent property; (ii) any and all claims, liabilities, costs or expenses pertaining to the cleanup or containment of Toxic Materials in, on, under, or about the Leased Premises, the identification of the pollutants in the Toxic Materials, the identification of the scope of any such environmental contamination, the removal of pollutants from soils, riverbeds or aquifers, the provision of an alternative public drinking water source, or the long term 11 monitoring of ground water and surface waters; (iii) any and all costs and fees incurred, including, without limitation, attorneys' fees and costs, in defending such claims; and (iv) any and all costs or losses suffered by Landlord as the result of any delay or inability to sell or lease the Leased Premises after the expiration of the Lease, including, without limitation, compensation for any diminution in the market value of the Leased Premises resulting from the presence of Toxic Materials thereon. Tenant shall comply at its sole cost and expense with all laws pertaining to such Toxic Materials. Tenant's hold harmless, defense, and indemnity obligations hereunder shall survive the expiration or termination of this Lease. Landlord shall indemnify, defend, and hold Tenant harmless from any injury, loss or damage, including reasonable attorneys' fees and costs of suit arising out of a release of Toxic Materials which Tenant proves occurred prior to the Commencement Date, unless such contamination results solely from the gross negligence or intentional acts of Tenant. 3.3.3 Tenant shall immediately notify Landlord of any inquiry, test, investigation or enforcement proceeding initiated by any applicable governmental authority or other person or entity against Tenant, Landlord, or the Leased Premises concerning the presence (or suspected presence) of any Toxic Materials in , on, under, or about the Leased Premises. Tenant acknowledges that Landlord, as the owner of the Leased Premises, must approve in writing any settlement agreement negotiated by Tenant in connection with any such investigation, proceeding, or enforcement action. Landlord shall not unreasonably withhold any such approval. 3.3.4 Notwithstanding any other right of entry granted to Landlord under this Lease, Landlord shall have the right to enter the Leased Premises or to have consultants enter the Leased Premises throughout the term of this Lease for the purpose of determining: (i) whether or not the Leased Premises are in conformity with federal, state; county, and municipal statutes, regulations, ordinances, and policies including those pertaining to the environmental condition of the Leased Premises; (ii) whether or not Tenant is in compliance with the provisions of this Section 3.3; and/or (iii) any or all corrective measures required of Tenant in order to ensure the safe use, storage, and disposal of Toxic Materials, and/or the removal thereof (except to the extent used, stored, or disposed of by Tenant or its agents, employees, contractors, or invitees in compliance with applicable law). Provided Landlord has reasonable cause to believe that Toxic Materials are present in, on, or tinder the Leased Premises, such inspections may include, but are not limited to, entering the Leased Premises or adjacent property with drill rigs or other machinery for the purpose of obtaining laboratory samples. Landlord shall not undertake such inspections more than once a calendar year unless Landlord has reasonable cause to believe that Toxic Materials are present in, on or under the Leased Premises in violation of applicable laws or the terms of this Lease. To the extent such inspections discover the presence, handling, storage, release, or disposal of any Toxic Material contrary to provisions of this Lease by Tenant or its agents, employees, contractors, or invitees, Tenant shall reimburse Landlord for the cost of such inspections within ten (10) days after receipt of a written statement thereof. Landlord shall use reasonable good faith efforts to conduct such inspections in a manner that minimizes any interference with Tenant's use of the Leased Premises. If such consultants determine that the Leased Premises or any portion thereof (including, without limitation, sewers and storm drains) are contaminated with Toxic Materials used, stored, disposed, or released by Tenant or any of its agents, employees contractors, or invitees. Tenant shall, in a timely manner, at Tenant's sole cost and expense, remove such Toxic Materials or otherwise comply with the recommendations of such consultants 12 to the reasonable satisfaction of Landlord and any applicable governmental authorities. The rights granted to Landlord herein to inspect the Leased Premises shall not create a duty on Landlord's part to inspect the Leased Premises, or liability of Landlord for Tenant's use, storage, or disposal of Toxic Materials, it being understood that Tenant shall be solely' responsible for all liability in connection therewith. 3.3.5 Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of this Lease free from any Toxic Materials, debris, and waste that Tenant is responsible for pursuant to the terms of this Section 13, including without limitation, any Toxic Materials that may have been created, generated, used, stored, disposed of brought upon, or introduced on the Premises by Tenant or its agents, employees, contractors, or invitees during Tenants prior occupancy of the Premises pursuant to this Lease. n no event shall detectable levels of such Toxic Materials (if any) which would operate as a threshold for actions prescribed by law or regulation or would diminish the fair market value of the Leased Premises were it not for the presence of such Toxic Materials be acceptable. Tenant's obligations tinder this section shall survive the expiration or earlier termination of this Lease. 3.3.6 Prior to introducing any Toxic Materials in, or, under, or about the Leased Premises, Tenant shall provide Landlord with copies of any and all permits and applications submitted by Tenant and/or issued by any governmental agency concerning Tenant's use or generation of such Toxic Materials, in, on, under, or about the Leased Premises. At Tenant's sole cost and expense, Tenant shall implement any conditions imposed by such governmental agency(ies) in connection with such permits and applications, as well as any governmentally required compliance programs, and any reasonable compliance program requested by Landlord, and Tenant shall regularly provide Landlord and Landlord's agents with all information they may request pertaining to any such Toxic Materials or compliance program, and Landlord shall be free to make such inspections of the Leased Premises as it deems necessary or desirable in order to evaluate such conditions. 3.3.7 If Landlord grants Tenant permission in writing in advance to so bring, allow, use, store, permit, generate, or create, emit or dispose of Toxic Materials in, on ,under, or about the Leased Premises, Tenant shall provide to Landlord on an annual basis a report from a person who, to Landlord's satisfaction, is appropriately qualified or licensed as an expert in the field of toxic materials compliance laws, which certifies that Tenant is complying with all applicable governmental statutes and regulations concerning Toxic Materials, and that there have been no spills or contaminations by Tenant at the Leased Premises that have not been fully corrected and cleaned up. 3.3.8 In the event of contamination by Toxic Materials at, from, of or around the Leased Premises, the cleanup of which is the responsibility of Tenant, Landlord may require within fifteen (15) days after written notification from Landlord, that Tenant post a bond or other adequate security to the benefit of Landlord, in an amount equal to Landlord's estimate of costs for cleaning up the contamination. The posting of the bond does not relieve Tenant from fulfilling its responsibility to clean up the contamination. After the contamination has been cleaned up and certified, as set forth above, the bond or other adequate security shall be returned to Tenant. 3.3.9 Within ten (10) days after the expiration of the term of this Lease, at Landlord's election, Landlord and Tenant shall reasonably agree upon and engage a third party to test for Toxic Materials contamination in, on, 13 tinder, and about the Leased Premises, at a cost to be borne by Tenant. If the parties cannot agree upon a third party to conduct such tests, Landlord shall name a qualified environmental testing firm with at least five (5) years experience to conduct such investigation. The results of such tests shall be conclusively presumed to establish the presence or absence of any such Toxic Materials contamination. 3.3.10 Tenant acknowledges that Tenant has been informed that the property adjacent to the Leased Property, located at 2790-3000 Corvin Drive, Santa Clara, CA, has recently been the subject of an environmental clean-up and that one or more test wells are located on the Premises in connection with such clean-up. 3.3.11 Landlord represents that as of the Commencement Date, Landlord has not received notice that any Toxic Materials are present at or in the Leased Premises the nature, concentration or condition of which violates any applicable federal, state, or local, rule, regulation, ordinance, or statute. To the best of Landlord's knowledge without inquiry, as of the date of execution of this Lease: (i) no Toxic Materials from such adjacent property as described above in Section 3.3.10 have migrated in, on, or tinder the Leased Premises; and (ii) the Leased Premises, the Building and the Land are free front all Toxic Materials. 3.3.12 Notwithstanding any other provision in this Lease, nothing in this Lease shall obligate Tenant to remove, remediate or otherwise respond to, or to indemnify, defend or hold harmless Landlord (or any other person) as a result of or in connection with, or to pay to Landlord (or any other person) as Additional Rent any costs or expenses arising out of, any Toxic Materials that were present on or under the Premises at any time prior to the Commencement Date. 3.3.13 The parties acknowledge that, per Tenant's request, and pursuant to the terms of that letter agreement dated August 23, 2000, a copy of which is attached hereto as Exhibit "F" and incorporated by reference herein, Lowney Associates have been contracted to evaluate the Leased Premises' existing subsurface conditions to establish a "base line" environmental condition of the Leased Premises. The costs of such work shall be shared equally by Tenant and Landlord; provided, however, that Landlord shall not be obligated to pay in excess of five thousand dollars and no cents ($5,000.00) towards the cost of such work and alt costs in excess of such amount shall be the sole obligation of Tenant. Upon the completion of the work, Tenant shall provide Landlord with a copy of any report arising from such work, if any. 3.4 QUIET ENJOYMENT. Provided Tenant timely complies with and performs each and every covenant, agreement, term, provision, and condition contained in this Lease on the part of Tenant to be complied with or performed, Tenant shall have the quiet use and enjoyment of the Leased Premises without disturbance by Landlord, its successors and assigns, or anyone claiming by, through, or under Landlord, subject to the covenants, agreements, terms, provisions, and conditions of this Lease. This covenant of Landlord is in lieu of any covenant of quiet enjoyment implied by law. 3.5 PARKING. Subject to all applicable laws, throughout the term of this Lease, Tenant shall have the use and enjoyment of all parking areas located 14 upon the Land for the purpose of parking passenger automobiles used by the employees, customers, contractors, and guests of Tenant (the "Parking License"). 3.6 ACCESS. During the term of the Lease, Tenant shall have twenty-four (24) hour access to the Leased Premises, seven days a week. ARTICLE 4 MAINTENANCE AND REPAIR 4.1 CONDITION OF PREMISES. Tenant: (i) has examined the Leased Premises, is aware of their condition and acknowledges that, except as expressly provided herein, Landlord has made no warranty or representation with respect to same, (ii) accepts the Leased Premises and improvements thereon as-Is in their present condition, including, without limitation, with respect to any non-compliance of all or any portion of the Leased Premises with local ordinances or building codes, or with the Americans With Disabilities Act, (iii) agrees that the Leased Premises and improvements, and facilities appurtenant thereto are. in good, clean, safe and tenantable condition as of the date of this Lease and that this provision shall be conclusively binding on the parties hereto, and (iv) acknowledges that Landlord is relying on such acceptance and agreement as consideration for entering into this Lease. Notwithstanding the foregoing, en the Commencement Date, Landlord shall deliver possession of the: Leased Premises with all existing plumbing, air-conditioning, heating, and other existing operating systems in good working condition. 4.2 TENANT MAINTENANCE AND REPAIR OBLIGATIONS. Tenant, at its sole cost and expense, shall, at all times during the term of this Lease, keep and maintain all the Leased Premises, and all portions thereof including, without limitation, all Property, appurtenances, equipment, and systems, in, on, under, and about, the Leased Premises, in good order, condition and repair (which shall include replacement), including, without limitation, al improvements, alterations, fixtures, and all wall, window, and floor coverings located therein, as well as all telephonic, electrical, and computer systems and cabling. The necessity for ant. adequacy of repairs to and maintenance of such maintenance and repair shall be measured by the standard which is appropriate for industrial/office buildings of similar type design, size, and quality in Santa Clara or Alameda County. Except as otherwise provided in Article 8 of this Lease (Destruction of the Leased Premises), Tenant, at Tenant's sole cost and expense shall repair and/or replace any portion of the Leased Premises, or the Building, which is damaged or injured as the result of any negligent or intentional act or failure to act on the part of Tenant, or Tenant's agents, servants, employees, contractors, visitors, invitees, or licensees, or as the result of any breach of Tenant's obligations tinder this Lease. 4.3 LANDLORD MAINTENANCE AND REPAIR OBLIGATIONS. Landlord shall have no obligation to repair or maintain all or any portion of the Leased Premises. Tenant hereby waives all rights under the provisions of Sections 1932, 1933, 1941 and 1942 of the Civil Code of the State of California and all rights under any law in existence during the term of this lease authorizing a tenant to make repairs at the expense of a landlord or to terminate a ease upon the complete or 15 partial destruction of the Leased Premises, or any portion thereof. In no event shall Landlord be responsible for any consequential damages arising or alleged to have arisen from any of the foregoing matters. ARTICLE 5 ALTERATIONS, FIXTURES AND SIGNS 5.1 INITIAL TENANT IMPROVEMENTS. Subject to the requirements of this Section 5.1, immediately following receipt of possession of the Leased Premises, Tenant shall proceed with all due diligence, at Tenant's sole expense, to install and configure the Leased Premises in accordance with the tenant improvement plans and/or descriptions set forth in the Tenant Work Letter attached hereto as Exhibit "C" and incorporated herein by reference, to install its trade fixtures, and to perform such additional work as it may deem necessary for the conduct of its business within the Leased Premises (collectively referred to as "Tenant's Work"). Tenant shall construct the Tenant's Work in four phases, each phase is more particularly described in the Work Letter as "Phase One", "Phase Two", "Phase Three" and "Phase Pour" respectively. Construction of Tenant's Work during each phase shall comply with all the terms of the Tenant Work Letter and the Lease, as applicable. 5.1.1 TENANT IMPROVEMENT ALLOWANCE. In connection with Phase One, Landlord shall give to Tenant a Tenant Improvement Allowance (the "Allowance") in an amount not to exceed seven hundred fifty thousand dollars and no cents ($750,000.00), subject to the following terms and conditions: 5.1.1.1 The proceeds of the Allowance shall be used solely to pay the costs of Tenant's construction of Tenant's Work in Phase One ("Tenant's Initial Work"); 5.1.1.2 Landlord shall disburse funds from the Allowance to Tenant, or for Tenant's account, in the mariner described below, provided. that all of the following conditions have been satisfied: 5.1.1.2.1 Landlord receives a copy of Tenant's budget for construction of the Tenant's Initial Work within thirty (30) days after execution of this Lease for the proposed construction of Tenant's Initial Work, and Landlord approves of said budget (Landlord's approval shall not be unreasonably withheld); 5.1.1.2.2 Tenant delivers to Landlord copies of each of the following: (a) a use permit (if required); (b) alt required building permits; (c) all other permits, licenses, and other approvals required by law to complete Tenant's construction of Tenant's Initial Work on the Leased Premises; and 16 (d) a complete list of the names, addresses, telephone numbers and contract amounts for all contractor(s), subcontractors, vendors and/or suppliers providing materials and/or labor for the construction of Tenant's Initial Work; and 5.1.1.2.3 Within thirty (30) days after each of the foregoing conditions specified have been satisfied by Tenant. Tenant shall deliver to Landlord a written request for disbursement from the Allowance, together with: (I) conies of all invoices from Tenant's contractor(s), subcontractors, vendors and/or suppliers providing materials and/or labor for the construction of Tenant's Initial Work; (ii) a conditional mechanic's lien release or other lien release, in a form reasonably acceptable to Landlord, for all work for which Tenant seeks a disbursement request; and (iii) an unconditional mechanics' lien release or other lien release for all of the Initial Tenant Work that has been performed thus far, if any, in a form reasonably acceptable to Landlord. Within thirty (30) days after Landlord's receipt of such written request for distribution, Landlord shall disburse to Tenant the amount of such invoices, unless, within said thirty (30) day period, Landlord shall notify Tenant of Landlord's reasonable objection(s) thereto. Notwithstanding the foregoing, Landlord, in Landlord's sole determination, shall have the right to deposit all or some portion of the Allowance into Tenant's Escrow Account or into a separate construction escrow account established by Landlord in order to facilitate payment of the construction costs upon submission of Tenant invoices. In connection with the foregoing, prior to commencing any Tenant's Work in any of the phases, Tenant shall purchase and deliver to Landlord a payment and a performance bond issued by a surety authorized to do business within the State of California in a principal amount sufficient to ensure completion of such Tenant's Work. Tenant shall bear all costs of construction of Tenant's Work in excess of the Allowance. 5.1.2 Tenant shall not have access to any of the Allowance until after the Commencement Date of the Lease. During the first thirty days after the Commencement Date, Landlord shall make available to Tenant a maximum of two hundred thousand dollars and no cents (S200,000.00) of the Allowance, subject to the terms in this Section 5.1. After the initial thirty-day period, the balance of the Allowance shall be made available to Tenant, payable to Tenant pursuant to the terms in this Section 5.1. 5.2 SUBSEQUENT ALTERATIONS TO THE LEASED PREMISES BY TENANT. Except as provided in this section, Tenant shall not make any further alterations, improvements, or modifications to the Leased Premises, or to the Building, without Landlord's express prior written consent, which consent shall not he unreasonably withheld or delayed. Tenant, at its cost, shall have the right to make, without Landlord's consent, such nonstructural alterations to the interior of the Leased Premises, as Tenant requires in order to conduct its business within the Leased Premises, provided such non-structural alterations collectively do not exceed a total cost to Tenant in excess of the amount of fifty thousand dollars and no cents ($50,000.00) in any three calendar year period; and provided, however, that Tenant shall not begin any such alterations, modifications, or improvements, until five (5) business days after Tenant has notified Landlord of the date the alterations will commence. so that Landlord can post appropriate notices of non-responsibility. 17 5.3 ALTERATIONS TO THE LEASED PREMISES REQUIRING LANDLORD'S CONSENT. When making any alterations, improvements, or modifications to the Leased Premises or the building thereon, which require Landlord's prior written consent, not less than thirty (30) days prior to the date upon which Tenant intends to commence construction of such alterations, improvements, or modifications, Tenant shall submit to Landlord for approval reasonably detailed final plans and working drawings of the proposed alterations, improvements, or modifications. Landlord may impose as a condition of its consent to such alterations, improvements, or modifications, such requirements as Landlord may deem reasonable and desirable, including but not limited to, the requirement that Tenant, and/or Tenant's contractor(s), post a payment and/or a completion bond, or deposit sufficient funds to complete the project into a construction escrow account reasonably acceptable to Landlord ("Tenant's Escrow Account"), in order to guarantee the performance of Tenant's construction obligations hereunder. Landlord also reserves the right to disapprove of any proposed alterations, improvements, or modifications, which, in Landlord's sole determination, would not maintain a consistency of design within the Building. Landlord agrees to consent to said proposed alterations, improvements, or modifications, or to advise Tenant in reasonable detail of its reasonable objections thereto, within twenty-one (21) days after receipt of the proposed final drawings and plans, in order to permit Tenant time to make any appropriate revisions to its plans. If Landlord fails to affirmatively approve or disapprove of the proposed alterations, improvements, or modifications within said time period, the proposed alterations, improvements, or modifications shall be deemed disapproved. Once said plans are approved by Landlord in writing, Tenant shall configure and construct the Leased Premises in strict accordance with such plans and shall make no changes without Landlord's consent. 5.4 ALL ALTERATIONS TO THE LEASED PREMISES. In making any alterations, improvements, or modifications to the Leased Premises, or to the Building, including, without limitation, the construction of Tenant's Work during any of the phases, and whether or not Landlord's prior consent is required pursuant to this Lease, Tenant shall comply with each of the following terms and conditions, unless specifically stated otherwise in the Lease or the Work Letter: 5.4.1 Tenant shall utilize only such contractor(s), materials, mechanics and materialmen in connection with the alteration, improvement, or modification of the Leased Premises, as shall have been approved by Landlord in Landlord's reasonable determination. 5.4.2 Tenant shall pay all costs and expenses relating to the alteration, improvement, or modification to the Leased Premises undertaken by Tenant. 5.4.3 Tenant shall provide working drawings of any proposed alterations, improvements, and/or modifications to Landlord prior to commencing such alterations or modifications. 5.4.4 All alterations, improvements, and/or modifications shall be approved by all appropriate government agencies, and all applicable permits and authorizations shall be obtained prior to commencement of construction of the alterations. 5.4.5 All alterations, improvements, and/or modifications shall be completed by Tenant with due diligence in strict compliance with all laws ad regulations relating to the project, including, but not limited to, the 18 Americans With Disabilities Act of 1990, Pub. Law 101-336, 104 Stat. 1327, as amended, and all related Federal, State and Local statutes and regulations (collectively referred to as "ADA"), and in strict accordance with the plans and specifications and working drawings. 5.4.6 Prior to commencing construction, Tenant will obtain, and/or cause its architects and contractors to obtain, and verify to Landlord that Tenant, and/or its architects and contractor(s), have obtained, such additional insurance as shall he reasonably required by Landlord, including, but not limited to errors and omissions coverage for all design work, workers compensation insurance as required by law, all physical loss builders risk insurance, including operations completed coverage, and standard endorsement CC 2010, comprehensive automobile liability insurance, and comprehensive general liability insurance. All liability policies, except for workers compensation insurance, shall have policy limits of not less than two million dollars and no cents ($2,000,000.00), or such additional amount as Landlord may reasonably require, and shall name Landlord and Landlord's employees, agents, architects, and contractors as additional insureds. All casualty policies shall have policy limits of not less than full replacement value, with deductibles not greater than one thousand dollars and no cents ($1,000.00) per occurrence. The policy of workers compensation insurance shall be in such coverage amount as is required by law, and shall contain an endorsement waiving all rights of subrogation against Landlord, and Landlord's employees, agents, architects, and contractors. 5.4.7 All alterations, improvements, modifications, and fixtures shall utilize building standard materials. 5.4.8 All work shall be performed in a manner that will not materially interfere with the quiet enjoyment of occupants of adjacent properties. 5.4.9 All improvements, modifications, alterations, and/or fixtures installed as part of the construction, shall at Landlord's election, become the property of Landlord upon the expiration or other earlier termination of this Lease; provided, however, that Landlord shall have the right to require Tenant to remove the fixtures at Tenant's cost on termination of this Lease. If Tenant is required by Landlord to remove the fixtures on termination of this Lease, Tenant shall repair and restore any damages to the Leased Premises caused by such removal. 5.5 MECHANICS' LIENS. Tenant shall pay for all construction by it or caused to be done by it on the Leased Premises as permitted by this Lease. Tenant shall keep the Leased Premises, and the building thereon, and any other improvements owned by Landlord, free and clear of all mechanics' and materialmen's liens resulting from construction done by or for Tenant. Tenant shall have the right to contest the correctness or the validity of any such lien it immediately upon demand by Landlord, Tenant procures and records a lien release bond issued by a corporation authorized to issue surety bonds in the State of California in an amount equal to one and one-half (1/2) times the amount of the claim of lien. The bond shall provide for the payment of any sum that the claimant may recover on the claim (together with costs of suit if it recovers in the action). Failure to obtain such a lien release bond within ten 19 (10) days after notice thereof shall, in the sole discretion of Landlord, constitute an event of default under this Lease. If Tenant fails to obtain such a lien release bond within said ten (10) day period, Landlord may take whatever actions Landlord deems necessary in order to obtain the release, and Tenant shall indemnify Landlord for all costs incurred by Landlord in obtaining such release, including, but not limited to, any attorneys' fees and costs incurred by Landlord and/or the lien claimant. 5.6 SIGNS. Tenant, at Tenant's sole cost, may install any signage upon the Leased Premises that is permitted by applicable law, including without limitation, any federal, state, local, or quasi-governmental rule, regulation. ordinance, statute, or case law, and is not inconsistent with any Covenants, Conditions, and Restrictions (or similar type agreement) in effect concerning the Property. Landlord makes no representation with respect to Tenant's ability to obtain such approval and/or to install such signage. Tenant shall remove such signage at the Expiration Date or sooner termination of this Lease and repair any damage to the Leased Premises caused by such removal. ARTICLE 6 UTILITIES AND SERVICES 6.1 UTILITIES AND SERVICES TO LEASED PREMISES. Tenant shall contract with and pay directly the providers of all utilities and services furnished to the Leased Premises, including, without limitation, the following: gas, electrical, H.V.A.C., telephone, waste removal, janitorial, sewage, and other utilities, telecommunications and cleaning services provided to the Leased Premises. 6.2 INTERRUPTION OF SERVICES. Landlord shall not be liable to Tenant for any interruption or failure of any utilities or services to the Leased Premises, or any portion thereof, nor shall such constitute a constructive eviction or give rise to a right of rent offset or abatement or effect the obligations of Tenant under this Lease in any other way whatsoever where the failure or interruption is caused by accident, breakage, repairs, strikes, lockouts or labor disputes of any nature, Acts of God or Nature, the utility supplier or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord or where Landlord diligently and in good faith acts to remedy same, unless such interruption or failure was caused by Landlord's gross negligence or willful misconduct, but Tenant shall be subrogated to any rights Landlord may have against any supplier of services or utilities in such event. ARTICLE 7 INDEMNITY AND EXCULPATION INSURANCE 7.1 INDEMNIFICATION AND WAIVER. Except when due to the gross negligence or willful misconduct of the Landlord Parties (as defined below) and as otherwise provided for in this Lease, Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Leased Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Leased Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, "Landlord Parties") shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and 20 liability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising from any cause in, on or about the Leased Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors. agents, servants, employees, invitees. guests or licensees of Tenant or any such person, in. on or about the Leased Premises, or any portion thereof, or any breach of the terms of this Lease, either prior to, during, or after the expiration of the term of this Lease, provided that the terms of the foregoing indemnity shall not apply to the gross negligence or willful misconduct of the Landlord Parties. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant'; occupancy of the Leased Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers', accountants' and attorneys' fees; provided, however, that if Tenant's and/or Landlord's insurance carrier has acknowledged coverage for the claim, and the available insurance proceeds are reasonably adequate to cover all of Landlord's losses, Tenant shall not be obligated to pay any amounts in excess of the available coverage. The provisions of this section shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination. 7.2 TENANT'S INSURANCE. Tenant shall maintain the following coverages in the following amounts. 7.2.1 COMMERCIAL GENERAL LIABILITY INSURANCE. Covering the insured against claims of bodily injury, personal injury and property damage (including loss of use thereof arising out of Tenant's operations, and contractual liabilities (covering the performance by Tenant of its indemnity agreements) including a Broad Form endorsement covering the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 7.1 above, for limits of liability not less than: Bodily Injury and Property Damage $3,000,000 each occurrence Liability $3,000,000 annual aggregate Personal Injury Liability $3,000,000 each occurrence $3,000,000 annual aggregate 0% insured's participation 7.2.2 PHYSICAL DAMAGE INSURANCE. Covering the Leased Premises, and all portions thereof, including without limitation, (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and all other items of Tenant's property within the Leased Premises. (ii) the Building structure and improvements; (iii) Tenant's Work; (iv) any other improvements which exist in the Leased Premises, and (v) all other improvements, alterations and additions to the Leased Premises. Such insurance shall be written on an "all risks" of physical loss or damage basis, for the full replacement cost value (subject to reasonable deductible amounts) mew without deduction for depreciation of the covered items and in amounts that meet any cc-insurance clauses of the policies of insurance 21 and shall include coverage for damage or other loss caused by fire or other peril including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting or stoppage of pipes, and explosion, and providing business interruption coverage for a period of one year. 7.2.3 WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY. Tenant at Tenant's sole cost shall maintain Worker's Compensation insurance in the amounts and as required by the State of California and Employer's Liability insurance, or other similar insurance reasonably satisfactory to Landlord, in amounts reasonably satisfactory to Landlord, or as otherwise required by applicable state and local statutes and regulations. 7.2.4 FORM OF POLICIES. The minimum limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability of Tenant under this Lease. Each policy of insurance required to be carried by Tenant under this Lease (including, without limitation, all insurance required pursuant to Section 5.4.6 above) shall (i) name Landlord, and any other party the Landlord so specifies, as an additional insured, including Landlord's managing agent, if any; (ii) be issued by an insurance company having a rating of not less than A-X in Best's Insurance Guide or which is otherwise acceptable to Landlord and licensed to do business in the State of California; (iii) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and is non-contributing with any insurance requirement of Tenant; (iv) be in form and content reasonably acceptable to Landlord; and (v) provide that said insurance shall not be canceled or coverage changed unless thirty (30) days' prior written notice shall have been given to Landlord and any mortgagee of Landlord. Tenant shall deliver said policy or policies or certificates thereof to Landlord on or before the Commencement Date and at least thirty (30) days before the expiration dates thereof. In the event Tenant shall fail to procure such insurance, or to deliver such policies or certificate, Landlord may, at its option, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord within five (5) days after delivery to Tenant of bills therefor. 7.2.5 SUBROGATION. Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses, and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right to the insured to recover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that the waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor. 7.2.6 ADDITIONAL INSURANCE OBLIGATIONS. Tenant shall carry and maintain during the entire Lease Term, at Tenant's sole cost and expense, increased amounts of the insurance required to be carried by Tenant pursuant to this section and such other reasonable types of insurance coverage and in such reasonable amounts covering the Leased Premises and Tenant's operations therein, as may be reasonably requested by Landlord. 22 ARTICLE 8 DESTRUCTION 8.1 REPAIR OF DAMAGE TO PREMISES BY LANDLORD. Except as otherwise set forth in Section 8.2 below, in the event that all or any portion of the Leased Premises shall be damaged by fire or other casualty, this Lease shall not terminate, and Tenant shall reconstruct the Leased Premises on the terms and conditions set forth herein. If any such casualty shall occur, Tenant shall promptly notify Landlord of such damage, subject to the provisions of Article 5 of this Lease, Tenant shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Tenant's reasonable control, and subject to all other terms of this article, restore the Leased Premises to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building and/or the Leased Premises or any other modifications requested by Landlord, which are consistent with the character of the Building; provided, however that Landlord shall contribute to the costs of such reconstruction ("Landlord's Insurance Contribution") out of any insurance proceeds actually received by Landlord as the result of such damage to the Leased Premises (other than insurance proceeds, or any portion thereof, received by Landlord as compensation for loss or damage to personal property or fixtures belonging to Landlord) in an amount equal to the difference between Tenant's total costs of reconstruction and the greater of the following ("Tenant's Insurance Proceeds"): (a) the total amount of insurance required to be carried by Tenant under this Lease with respect to such event of damage or destruction; or (b) the total amount of insurance proceeds actually received by Tenant as the result of such damage or destruction. In no event shall Landlord's Insurance Contribution exceed the amount of insurance proceeds actually received by Landlord as the result of such damage to the Leased Premises (other than insurance proceeds received by Landlord as compensation for loss or damage to personal property or fixtures belonging to Landlord). Prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord's review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged portions of the Building necessary to Tenant's occupancy thereof and the Building is not occupied by Tenant as a result of such casualty, then during the time and to the extent the Building is unfit for occupancy, the Minimum Monthly Rent shall be abated, to the extent compensated by the proceeds of rental interruption insurance payments received by Landlord, in proportion to the ratio that the amount of rentable square feet of the Building which are unfit for occupancy for the purposes permitted under this Lease bears to the total rentable square feet of the Building; provided, however, that Tenant's right to a rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Leased Premises assuming Tenant used reasonable due diligence in connection therewith. 8.2 ELECTIONS TO TERMINATE. In the event of damage or destruction to the Leased Premises and/or the Building, Landlord or Tenant may terminate this Lease only on the terms and conditions set forth in this section: 23 8.2.1 LANDLORD'S ELECTION TO TERMINATE, Notwithstanding any other provision of this Lease, Landlord may elect not to require Tenant to rebuild and/or restore the Leased Premises, and to instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage such notice to include a termination date giving Tenant ninety (90) days to vacate the Leased Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Leased Premises are affected, and one or more of the following conditions is present: (i) in Landlord's reasonable judgment. repairs cannot reasonably be completed within two hundred seventy (270) days after the date of discovery of the damage (when such repairs are made promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this article, without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or the Entire Property or ground lessor with respect to the Building or the Entire Property shall require that the insurance proceeds or any portion thereof he used to retire the mortgage debt, or shall terminate the ground lease, as the case may be; (iii) the damage is not fully covered by Landlord's insurance policies; (iv) the damage occurs during the last twelve (12) months of the Lease Term. 8.2.2 TENANT'S ELECTION TO TERMINATE. Tenant may terminate this Lease by providing written notice thereof to Landlord within sixty (60) days after the date of discovery of the damage, such notice to include a termination date giving Tenant not more than sixty (60) days following such notice in which to vacate the Leased Premises, only if all of the following are true: (i) the damage was not caused by the negligence or intentional act of Tenant or any related persons or entities, and their respective officers, agents. servants, employees, and independent contractors; (ii) Tenant is not then in default under this Lease beyond applicable cure periods; (iii) as a result of the damage, Tenant cannot reasonably conduct business from the Leased Premises; and (iv) in Landlord's reasonable judgment, repairs cannot reasonably be completed within three hundred sixty-five (365) consecutive calendar days after the date of discovery of the damage (when such repairs are made promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this article, without the payment of overtime or other premiums). 8.3 WAIVER OF STATUTORY PROVISIONS. The provisions of this Lease, including this article, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any portion of the Leased Premises, the Building, and/or the Entire Property, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Leased Premises, the Building, and/or the Entire Property. 24 ARTICLE 9 EMINENT DOMAIN 9.1 PARTIES' RIGHTS AND OBLIGATIONS TO BE GOVERNED BY LEASE. In case all of the Leased Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, either party shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event the portion of the Leased Premises or the type of estate taken shall not substantially interfere with the conduct of Tenant's business, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall accomplish all necessary repair occasioned thereby, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Leased Premises of which, Tenant shall be so deprived on account of such taking and repair. Nothing contained in this section shall be construed to give Landlord an interest in any award made to Tenant for the taking of personal property and trade fixtures belonging to Tenant, and during the initial term of this Lease only, Tenant shall retain a claim against an award in eminent domain for an amount equal to Tenant's unamortized cost of the Tenant's Work over the remaining initial Lease term on a straight line basis without interest. Each party waives any statutory right in conflict with the provisions hereof including, without limitation, rights under California Code of Civil Procedure Section 1265.130. For purposes of this section, leasehold improvements paid for by Tenant shall be amortized on a straight line basis, without interest. over the entire term of this Lease. Notwithstanding anything to the contrary contained in this section, in the event of a temporary taking of all or any portion of the Leased Premises for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Minimum Monthly Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Building taken bears to the total rentable square feet of the Building. ARTICLE 10 ASSIGNMENT, SUBLETTING AND ENCUMBRANCE 10.1 PROHIBITIONS IN GENERAL. Tenant shall not (whether voluntarily, involuntarily, or U' by operation of law) (i) assign, transfer, hypothecate, pledge or encumber Tenant's interest in this Lease or in the Leased Premises, (ii) allow all or any part of the Leased Premises to be sublet, occupied, or used by any person other than Tenant, (iii) transfer any right appurtenant to this Lease or the Leased Premises, (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner, or (v) permit any person to assume or succeed to any interest whatsoever in this Lease without Landlord's prior written consent in each instance, which consent may not be unreasonably withheld. Landlord's consent to any such assignment, sublease, hypothecation, encumbrance, or transfer (collectively "Transfer") shall be evidenced by Landlord's signature on the Assumption Agreement provided for below. Unless otherwise permitted under this Article 10, any Transfer without 25 Landlord's consent shall, at the election of Landlord, constitute an event of default by Tenant under this Lease and shall be voidable at Landlord's option. Landlord's consent to any one such Transfer shall not constitute a waiver of the provisions of this section with respect to any subsequent Transfer or a consent to any subsequent Transfer. Landlord's consent to any one Transfer shall not release Tenant from Tenant's obligations under this Lease. The provisions of this section expressly apply to all heirs, successors, subtenants. assigns and transferees of Tenant. All Transfers and proposed Transfers are subject to the provisions of this section. 10.2 CONSENT NOT UNREASONABLY WITHHELD TO ASSIGNMENT OR SUBLEASING. Notwithstanding the foregoing, it shall be reasonable for Landlord to withhold its consent to any proposed assignment or sublease of this Lease, any right or interest in this Lease, or any right or interest in the Leased Premises or any improvements that may now or hereafter be constructed or installed in the Leased Premises, on any of the following grounds: 10.2.1 The inability of the Tenant's proposed assignee, subtenant, encumbrancer, hypothecator, or transferee (collectively referred to as the "Transferee") to fulfill the terms of the Lease; 10.2.2 The financial unsuitability of the Transferee. A Transferee may be presumed to be financially unsuitable if, either: (a) at the time of the proposed transfer, either (i) the net worth of the Transferee shall be less than fifty million dollars ($50,000,000.00); and/or (ii) the difference between the current assets and current liabilities of the Transferee shall be less than five million dollars and no cents ($5,000,000.00); or (b) in the sole determination of Landlord, the Transferee is less financially stable than Tenant; 10.2.3 The non-suitability of the Leased Premises for the intended use by the Transferee; 10.2.4 Any intended unlawful or undesirable use of :he Leased Premises; 10.2.5 The need for alteration of the Leased Premises; and 10.2.6 The need to modify this Lease. 10.3 CHANGE IN OWNERSHIP INTEREST. If Tenant is a corporation, limited liability company, partnership (whether general or limited), unincorporated association, or other form of legal entity, whose ownership interests (whether as shareholder, member, partner, or other) are not publicly traded on a nationally recognized securities exchange, my sale, transfer, assignment, hypothecation, gift, or other change, which, whether directly or indirectly, results in a different person or entity: (i) possessing in excess of twenty-five percent (25%) of the legal or beneficial ownership of Tenant; (ii) gaining voting and/or management control of Tenant; and/or (iii) owning, possessing, and/or claiming a security interest in, all or substantially all of the assets of Tenant; as well as any merger, consolidation, or reorganization involving Ten ant (collectively "Change in Ownership Interest"), shall be deemed an assignment 26 within the meaning of this section. As a condition to Landlord granting its consent to any proposed Change of Ownership Interest relating to Tenant, Landlord shall have the right, but not the obligation, in Landlord's sole and absolute determination, by providing written notice thereof to Tenant, to adjust the Minimum Monthly Rent payable under this Lease to the then applicable fair market rent for the Leased Premises. In determining fair market rent. Landlord shall consider the highest and best use for the Leased Premises, without regard to any limitation upon the use of the Leased Premises specified in this Lease. 10.4 ASSUMPTION AGREEMENT. As a condition to Landlord's consent to any Transfer of Tenant's interest in this Lease or the Leased Premises, Tenant and the Transferee, shall each execute a written Assumption Agreement, in a form approved by Landlord, which Assumption Agreement shall include a provision under which the Transferee expressly assumes all of the obligations of Tenant under this Lease, and that the Transferee shall be, and remain, jointly and severally liable with Tenant for the performance of all conditions, covenants, and obligations under, this Lease commencing on the effective date of the Transfer of Tenant's interest in this Lease. Landlord shall be entitled to recover its reasonable costs, including, without limitation, attorneys' fees in processing any such request for consent to transfer. Upon the occurrence of an event of default under this Lease, Landlord shall have the right, but not the obligation, to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an event of default. 10.5 MONTHLY BONUS VALUE. It is the intention of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Leased Premises, and to exercise such other rights as are conferred upon Tenant by this Lease, The parties agree that this Lease is not intended to have a "Bonus Value", as defined below, nor is this Lease intended to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease, or from the right to use or occupy the Leased Premises as a result of any favorable terms contained herein or any future changes in the market for leased space in the geographical region `wherein the Leased Premises are located. Each month following any such Transfer, Tenant shall pay to Landlord, as Additional Rent, an amount equal to fifty percent (50%) of any Bonus Value that may attach to this Lease during such month (the "Monthly Bonus Value"). For purposes of this Lease, "Bonus Value" shall mean and refer to any and all amounts and/or other consideration received by Tenant, however denominated, in excess of the rental paid or payable by Tenant hereunder for the use and occupancy of the Leased Premises, or any portion thereof, after amortizing the costs of subleasing on a straight line basis, without interest, over the then remaining term of this Lease. As used herein, "costs of subleasing" shall mean the actual amount paid by Tenant in connection with any assignment or subletting for the following: (1) brokerage and marketing fees; (2) legal fees; and (3) cost of sublease improvements paid for by Tenant The amount of any Bonus Value shall be determined on a dollars per square foot basis, by aggregating all subrents received by Tenant and dividing such amount by the total number of square feet of subleased space and subtracting from such amount the rent per square foot payable by Tenant for such space. 10.6 LANDLORD'S RIGHT TO RECAPTURE SPACE. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall have the option, by giving written notice thereof to Tenant within sixty (60) days after Landlord's receipt of written notice from Tenant of Tenant's intention to assign or sublease all or any portion of Tenant's interest in the Leased Premises and/or this Lease, to 27 recapture all or any portion of the Leased Premises subject to such proposed assignment or sublease. Such recapture shall cancel and terminate this Lease with respect to the portion of the Leased Premises so recaptured until the last day of the term of the proposed assignment or sublease. If this Lease shall be canceled with respect to less than the entire Premises as the result of a recapture of such space on the part of Landlord in accordance with this section. during the period of such recapture, the Minimum Monthly Rent payable under this Lease shall be proportionally reduced by an amount which shall be determined by multiplying the then applicable Minimum Monthly Rent otherwise payable under this Lease for the use and occupancy of the Premises by a ratio, the numerator of which is the number of rentable square feet recaptured by Landlord in accordance with this section and the denominator of which is the number of rentable square feet comprising the Premises prior to such recapture. Except for the rent reduction set forth in the previous sentence, this Lease shall thereafter continue in full force and effect with respect to the reduced area of the Premises, and upon request of either party, the parties shall execute an amendment to this Lease providing written confirmation of the same. 10.7 PERMITTED TRANSFERS. Notwithstanding the foregoing, the consent of Landlord shall not be required and Landlord shall have no right to recapture or retake possession of the Premises in connection with any proposed assignment or sublease, in which either of the following is true (the "Permitted Transfers"): (i) after giving effect to such transfer, the original Tenant herein, in the aggregate, shall be in occupancy of not less than fifty percent (50%) of the floor area within the Building; or (ii) the proposed transfer is a true collocation agreement, pursuant to which Tenant provides facilities and telecommunications equipment to internet service providers and telecommunication providers for the provision of telecommunication services to end users, provided such internet service providers and telecommunication providers do not regularly have personnel within the Leased Premises that is inconsistent with that which is commercially reasonable within the collocation industry ("Colocation Agreement"): provided that each of the following is also true: (a) Tenant is not in default under this Lease beyond applicable cure periods; (b) the transferee operates its business in the Leased Premises for the uses described in this Lease and no other purpose; and (c) in no event shall any such transfer release or relieve Tenant from any of its obligations under this Lease. Except for a Colocation Agreements as defined above, Tenant shall provide Landlord with written notice of any Permitted Transfer. Notwithstanding any other provision in this section, Landlord shall not be entitled to any Bonus Value or other consideration received by Tenant arising out of any Colocation Agreement. 10.8 MERGER/CONSOLIDATION/REORGANIZATION. Notwithstanding anything to the contrary contained in this Lease: (i) Tenant shall not be obligated to pay to Landlord any Bonus Value or other consideration received by Tenant; (ii) Landlord shall have no right to recapture or retake possession of the Leased Premises; (iii) no "option" (including the option to extend the term of this Lease as set forth in Section 1.4 above) or other right of original Tenant hereunder shall terminate or otherwise be affected, and (iv) the consent of Landlord shall not be required, with respect to any proposed assignment or sublease of all or any portion of the Leased Premises or this Lease to any successor of Tenant by merger, consolidation or reorganization; provided: (a) Tenant is not in default under this Lease beyond applicable cure periods; (b) the continuing or surviving entity shall own all or substantially all of the 28 assets of Tenant and shall have a net worth which is at least equal to the Tenant's net worth at the date of the Transfer; (c) such proposed transferee operates the business in the Leased Premises for the use described in this Lease and no other purpose; and (d) in no event shall any Transfer release or relieve Tenant from any of its obligations under this Lease. Tenant shall give Landlord written notice of any such transfer. For the purpose of this Lease, sale of Tenant's capital stock through any public exchange or issuances for purposes of raising financing shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Leased Premises. ARTICLE 11 DEFAULT 11.1 DEFAULT DESCRIBED. The occurrence of any of the following shall constitute a material breach of this Lease and a default by Tenant: (i) Tenant fails to pay Minimum Monthly Rent, `Additional Rent or any other sums as and when due hereunder, where such failure continues for three (3) days after written notice thereof by Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1161, et. seq. of the California Code of Civil Procedure or any successor statute thereto or similar statute hereinafter enacted; (ii) abandonment of the Leased Premises; (iii) assignment, encumbrance or subletting in violation of the provisions hereof, or waste or nuisance or an act, omission or condition prohibited hereunder at the Leased Premises or use of the Leased Premises for an unlawful purpose or failure to perform any provision of this Lease which cannot, after such failure, be performed; (iv) Tenant's failure to vacate and deliver possession of the Leased Premises upon the expiration or termination of this Lease as provided for herein; (v) any change in the use of the Leased Premises by Tenant; (vi) failure to purchase and maintain policies of insurance required to be carried by Tenant; or (vii) Tenant's failure to perform timely any other provision of this Lease, which performance shall be deemed timely, where no time period has been specified elsewhere in this Lease, if completed within thirty (30) days, provided that if such default cannot reasonably be cured within thirty (30) days, Tenant shall be excused from its default of this Lease if Tenant commences to cure the default immediately upon receipt of written notice from Landlord to do so and continuously, diligently, and in good faith accomplishes such cure within a reasonable time thereafter. 11.2 LANDLORD'S REMEDIES. Landlord shall have the remedies set forth in this Lease upon any event of default by Tenant hereunder. These remedies are not exclusive; they are cumulative in addition to any remedies now or later allowed by law including but not limited to the unlawful detainer proceedings authorized by Code of Civil Procedure Sections 1161, et seq., equity or agreement of the parties. 11.3 TENANT'S RIGHT TO POSSESSION NOT TERMINATED. Landlord has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations). In connection with the foregoing. Landlord may elect to continue this Lease in full force and effect, in which case Landlord shall have the right to collect rent and other sums when due. During the period Tenant is in default, Landlord may enter the Leased Premises and relet them, or any part of them, to third parties for Tenant's account and alter or install locks and other security devices at the Leased Premises, Tenant shall be liable immediately to Landlord 29 for all reasonable costs Landlord incurs in reletting the Leased Premises. Reletting may be for a period equal to, shorter or longer than the remaining term of this Lease and rent received by Landlord shall he applied to (1) first, any indebtedness from Tenant to Landlord other than rent due from Tenant; (ii) second, all reasonable costs incurred by Landlord in reletting; (iii) third, rent due and unpaid under this Lease. After deducting the payments referred to in this section, any sum remaining from the rent Landlord receives from reletting shall be held by Landlord and applied in payment of future rent and other amounts as rent and such amounts become due tinder this Lease. In no event shall Tenant be entitled to any excess rent received by Landlord. 11.4 TERMINATION OF TENANT'S RIGHT TO POSSESSION. Landlord can terminate Tenant's right to possession of the Leased Premises or this Lease or both at any time after a default by Tenant by giving notice to Tenant of Landlord's election to do so and such termination shall be effective on the date set forth in such notice. Acts of maintenance, efforts to relet the Leased Premises, or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession. No act by Landlord other than giving notice to Tenant shall terminate this Lease. On termination of this Lease, Landlord has the right to recover from Tenant: (i) the worth, at the time of the award, of the unpaid rent that had been earned at the time of termination of this Lease; (ii) the worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; (iii) the worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; (iv) any other amount, and court costs, reasonably necessary to compensate Landlord for all detriment proximately caused by Tenant's default, or which in the ordinary course of things would be likely to result therefrom, including, without limitation, the unamortized portion of brokers' fees or commissions and reasonable attorneys' fees incurred by Landlord in connection with the negotiation and execution of the Lease with Tenant; and (vi "the worth, at the time of the award," as used in (i) and (ii) above, is to be computed by allowing interest at the Default Interest Rate. "The worth, at the time of the award," as referred to in (iii) , is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%). 11.5 LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT. If Tenant fails to immediately commence and diligently and continuously prosecute to completion performance of any of its obligations hereunder after notice by Landlord or any governmental authority that it do so, and after expiration of the applicable cure period, then Landlord, in addition to all other remedies available hereunder or by law and equity, and without waiving any alternative remedies, including the right to declare Tenant in breach and default of this Lease, may perform the same, and in that event, Tenant shall reimburse Landlord, upon demand, as Additional Rent, for all reasonable costs Landlord incurs in taking steps to perform such obligations regardless of which party actually completes the same, together with interest from the date Landlord incurs the cost until paid at the Default Interest Rate. 11.6 WAIVER OF REDEMPTION. Tenant hereby expressly waives any and all rights to recover or regain possession of the Leased Premises or to reinstate or redeem this Lease to which it may be entitled by or under any present or future 30 law or decisions including without limitation, Sections 1174 and 1179 of the California Code of Civil Procedure. 11.7 ALL SUMS DUE AND PAYABLE AS RENT. Tenant shall also pay as Additional Rent all sums, impositions, costs, expenses, and other payments which Tenant in any of the provisions of this Lease assumes or agrees to pay, and, in case of any nonpayment thereof Landlord shall have, in addition to all other rights and remedies, all the rights and remedies provided for in this Lease or by law in the case of nonpayment of Minimum Monthly Rent. 11.8 LANDLORD DEFAULT. For purposes of this Lease, Landlord shall not be deemed in default hereunder unless and until Tenant shall first deliver to Landlord thirty (30) days' prior written notice, and Landlord shall fail to cure said default within said thirty (30) day period, or in the event Landlord shall reasonably requite in excess of thirty (30) days to cure said default, shall fail to commence said cure with said thirty (30) day period, and thereafter diligently to prosecute the same to completion. In the event that Landlord fails to perform any of its obligations within the period described in the preceding sentence, Tenant, upon written notice to Landlord, may perform any such obligation of Landlord's, and Landlord shall be obligated to reimburse Tenant for its reasonable cost of so doing, promptly upon demand from Tenant for same. ARTICLE 12 LANDLORD'S ENTRY ON PREMISES 12.1 RIGHT OF ENTRY. Landlord and its authorized representatives, (to the extent Tenant reasonably requests, Landlord and its authorized representatives shall not enter the Leased Premises unless accompanied by an employee or representative of Tenant) shall have the right and Tenant shall permit them to enter the Leased Premises at all reasonable times and (with respect to (ii) , (iii) , and (iv) below only) upon reasonable notice of at least twenty-four (24) hours (i) to determine whether the Leased Premises are in good condition and whether Tenant is complying with its obligations under this Lease, (ii) to perform any services (including, if applicable, janitorial services), do any necessary or appropriate maintenance, or make any restoration to the Leased Premises and/or the Building that Landlord has under the Lease the right or obligation to perform, (iii) to serve, post, or keep posted any notices required or allowed under the provisions of this Lease, (iv) to show the Leased Premises to prospective brokers, agents, buyers, tenants, or persons interested in an exchange, at any time during the term, provided that, notwithstanding the foregoing, Landlord may enter the Leased Premises at any time, unaccompanied, in an emergency to take action to preserve be Leased Premises or the occupants of same. 12.2 EXCULPATION. Except to the extent of the gross negligence or willful misconduct of Landlord or Landlord's authorized representatives, Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord's entry on the Leased Premises as provided in this article, nor shall any such entry constitute a constructive eviction or in any way affect Tenant's obligations under this Lease or entitle Tenant to an abatement or reduction of rent. Landlord shall use reasonable efforts in the exercise of its right of entry pursuant to this article in such a manner as to minimize interference with the conduct of Tenant's business. 31 ARTICLE 13 SUBORDINATION; ESTOPPEL 13.1 SUBORDINATION. This Lease, at Landlord's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation for security hereafter placed upon the Leased Premises and to any and all advances made upon the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof Notwithstanding such subordination, Tenant's right to quiet possession of the Leased Premises shall not be disturbed so long as Tenant is not in default hereunder. 13.2 PRIOR LIEN. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease on the date of recording thereof. 13.3 DOCUMENTATION. Tenant agrees to execute any documents required to effectuate any such subordination or make this Lease prior to the lien of any such mortgage, deed of trust or ground lease, as the case may be, and failing to do so within 10 days after written demand, does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead to do so. 13.4 ATTORNMENT. Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure. Tenant shall execute the written agreement and any other documents reasonably required by such purchaser, grantee or transferee to accomplish the purposes of this article, 13.5 ESTOPPEL CERTIFICATES. Tenant or Landlord, within five (5) business days of each request by the other to do so, shall: 13.5.1 Execute and deliver to the other estoppel certificate(s), (1) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rent and other charges are paid in advance, if any, (ii) acknowledging that there are not, to its knowledge, any uncured defaults on the part of the other party hereunder, or stating the nature of defaults if such exist, and (iii) evidencing the status of the Lease, as may be required either by a prospective or actual lender making a loan to Landlord or Tenant or a purchaser of the Leased Premises from Landlord or successor Landlord with respect to some other interest in the Leased Premises or Lease; 13.5.2 (Tenant only): Deliver to Landlord its most currently available financial statements with an opinion of a certified public accountant, including a balance sheet and a profit and loss statement for the most recent prior year all prepared in accordance with generally accepted accounting principles consistently applied. 32 13.5.3 Either party's failure to perform timely each of its obligations under this section shall constitute a material breach of this Lease, entitling the other party to exercise all of its remedies for same. 13.6 NON-DISTURBANCE FROM LANDLORD'S CURRENT LENDER. Landlord shall use its commercially reasonable efforts to obtain a non-disturbance agreement for Tenant from the holder of any mortgage or deed of trust that existed prior the Commencement Date. Tenant shall pay for all costs arising out of such non-disturbance agreement within ten (10) days of written demand by Landlord. Tenant acknowledges and accepts that Landlord has no control over any required processing fees arising out of such a request or the mortgagee's or holder of the deed of trust's failure to respond to such a request, and Tenant acknowledges that such fees may be subject to change at any time without notice to Landlord or Tenant. In connection with the foregoing, Landlord shall not be liable to Tenant for any costs, damages or liability arising out of any mortgagee's or holder of the deed of trust's refusal to grant a non-disturbance agreement. ARTICLE 14 NOTICE Except as otherwise required by law, and as provided in the Work Letter, any and all notices or other communications required or permitted by this Lease r by law to be served on or given to either party hereto by the other party hereto shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed or to any managing employee or officer of such party, or, in lieu of such personal service, when sent by Certified United States Mail, Return Receipt Requested, with all postage charges thereon fully prepaid, addressed to Tenant at the Leased Premises, or to Landlord at the address set forth in the introductory paragraph of this Lease. Use of the mail shall extend the time in which action must be taken by five (5) days. Either party, may change its address for purposes of this section by giving written notice of such change to the other party in the manner provided in this section. ARTICLE 15 WAIVER 15.1 DELAY OR OMISSION. No delay or omission in the exercise of any right or remedy of either party hereto on any default shall impair such a right or remedy or be construed as a waiver of any such default or of any subsequent default. The receipt and acceptance by Landlord of rent shall not constitute a waiver of any default known or unknown to Landlord; no payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent or other sum due hereunder, nor any endorsement or statement on any check or any letter accompanying any check or payment as rent or other sum due hereunder shall be deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or other sum or pursue any other remedy provided for in this Lease or otherwise. No act or conduct of Landlord, including, without limitation, the acceptance of the keys to the Leased Premises, shall constitute an acceptance by Landlord of the surrender of the Leased Premises by Tenant before the expiration of the Term. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent act by Tenant. 33 ARTICLE 16 ENFORCEMENT 16.1 CHOICE OF LAW AND VENUE. This Lease shall be construed and interpreted in accordance with the laws of the State of California. Any dispute or Litigation brought to enforce or interpret the provisions of this Lease shall be commenced in a court or other appropriate forum for the resolution of such disputes located within the County of Santa Clara of the State of California. 16.2 WAIVER OF TRIAL BY JURY. In the interest of saving time and expense, Landlord and Tenant do each hereby consent to trial without a jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other or their successors in respect of any matter arising out of or in connection with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Leased Premises, and/or any claim for injury or damage, or any emergency or statutory remedy. If, as the result of a default on the part of Tenant under this Lease, Landlord commences an action in unlawful detainer or other summary proceeding or action to gain possession or restitution of the Leased Premises, Tenant shall not interpose any counterclaim of any nature or description (unless such counterclaim shall be mandatory) in any such proceeding or action, but shall be relegated to an independent action at law. 16.3 ATTORNEYS' FEES. In the event any action or proceeding in law or equity or any arbitration proceeding be instituted by either party hereto for damages or possession of the Leased Premises or both, for an alleged breach of any obligation under this Lease to recover rent, to terminate the tenancy of Tenant at the Leased Premises, or to enforce, protect, or establish any right or remedy, the prevailing party (by judgment, award or settlement) in such action or proceeding shall be entitled to recover as part of such action or proceeding such reasonable attorneys' fees, expert witness fees, and court and/or arbitration costs as may be fixed by the court, jury or arbitrator(s). ARTICLE 17 SURRENDER OF POSSESSION 17.1 SURRENDER OF POSSESSION. Immediately upon the Expiration Date or earlier termination of this Lease, Tenant, except as set forth in the next sentence, shall: (i) vacate, surrender, and deliver to Landlord possession of the Leased Premises, broom clean, with all improvements, fixtures, and equipment therein, in good working order and in the same condition as they were in on the Commencement Date or when installed, if later (reasonable wear and tear and casualty damage excepted), free from all of Tenant's personal property, and free from any toxic, hazardous, or waste materials of any nature whatsoever; and (ii) repair all damage caused by and perform all restoration made necessary by the removal of any alterations or Tenant's personal property. Notwithstanding the foregoing, Landlord shall have the right to require Tenant, at Tenant's sole cost and expense, to restore the Leased Premises to their condition on the Commencement Date, reasonable wear and tear excepted, by providing written notice thereof to Tenant not later than thirty (30) days after the Expiration Date or earlier termination of this Lease. 34 17.2 FAILURE TO SURRENDER POSSESSION. If Tenant fails to surrender possession of the Leased Premises to Landlord on expiration or earlier termination of this Lease, Tenant shall indemnify, defend, and hold Landlord harmless from all claims, liabilities and damages resulting from. Tenant's failure to vacate and deliver possession of the Leased Premises, including, without limitation, claims made by a succeeding tenant resulting from Tenant's failure to vacate and deliver possession of the Leased Premises and rental loss which Landlord suffers. 17.3 FREE OF LIENS. Tenant shall vacate and deliver possession of the Leased Premises free and clear of all liens, charges, or encumbrances thereon resulting from any act or omission on Tenant's part and free and clear of all violations of applicable laws of any federal, state, municipal, or other agency or authority, and shall indemnify, defend, and hold Landlord harmless against any and all claims, loss, liability, expense, damage, costs, and attorney's fees arising out of Tenant's failure to do so. ARTICLE 18 GENERAL CONDITIONS 18.1 TIME OF ESSENCE. Time is of the essence of each provision of this Lease. 18.2 CORPORATE AUTHORITY. On or prior to the date on which Tenant executes this Lease, Tenant shall deliver to Landlord a corporate resolution and/or an incumbency certificate in form and substance reasonably satisfactory to Landlord authorizing Tenant to enter into this Lease and evidencing the signatory's authority to execute this Lease on behalf of Tenant. 18.3 SUCCESSORS. This Lease shall be binding on and inure to the benefit of the parties and their successors, except as specifically provided in Article 10. 18.4 LANDLORD LIABILITY. Tenant agrees that if Landlord shall fail to perform any covenant or obligation on its part to be performed, and as a consequence thereof, or if on any other claim by Tenant concerning the Leased Premises or this Lease, Tenant shall recover a money judgment against Landlord, then such judgment shall be satisfied only out of Landlord's estate in the Leased Premises, and Landlord shall have no personal or further liability whatsoever with respect to any such default or judgment. 18.5 LANDLORD. The term "Landlord" as used in this Lease, so far as the covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner of the fee title of the Leased Premises at the time in question, and in the event of any transfer or transfers of the title of such fee, the Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall after tae date of such transfer or conveyance be automatically freed and relieved of all liability with respect to performance of any covenants or obligations on the part of the Landlord contained in this Lease thereafter to be performed, provided. (i) that the new owner expressly assumes such obligations in writing, and (ii) that this section shall not apply to covenants or obligations with respect to any funds in the hands of Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, unless the same shall be turned over or credited to the grantee. 35 18.6 FORCE MAJEURE. Any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God or Nature, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, judicial order, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, except the obligations imposed on Tenant with regard to the obligation to pay Minimum Monthly Rent, Additional Rent, and any other charges, and the restrictions upon use set forth in Article 3. 18.7 SECURITY MEASURES. Tenant hereby acknowledges that Landlord does not provide security guards or other security measures, and that Landlord has no obligation of any nature whatsoever to provide the same, and that, notwithstanding any other provision of this Lease, Landlord shall have no obligation of any nature whatsoever to install, repair and/or maintain an alarm system within the Building and/or the Leased Premises, and Landlord shall have no responsibility for the protection and safety of Tenant, and/or Tenant's employees, agents, and invitees, from acts of third parties. 18.8 MISCELLANEOUS. This Lease contains all the agreements of the parties and cannot be amended or modified except by written agreement signed b'! the party against whom enforcement of the amendment or modification is sought. All provisions, whether covenants or conditions, creating obligations on the part of Tenant shall be deemed to be both covenants and conditions. The article and section headings used in this Lease are for the purpose of convenience only; they shall not be construed to limit or to extend the meaning of any part of this Lease. This is a negotiated Lease. Should any provision of this Lease be found to create an ambiguity, Tenant waives any tight it may have to construe the ambiguity against Landlord on the basis that Landlord provided the Lease form or the particular provision. When required by the context of this Lease, the neuter shall include the masculine and feminine and the singular shall include the plural. The unenforceability, invalidity, or illegality of any provision except those requiring payment of rent or any other sum to Landlord shall not render the other provisions unenforceable, invalid, or illegal. This Lease may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 18.9 EFFECT OF DELIVERY OF THIS LEASE. Landlord has delivered a draft of this Lease to Tenant for Tenant's review only. The delivery hereof is not intended to, and shall not construed to, constitute an offer from Landlord to Tenant or the granting of an option to Tenant to lease. This Lease shall only be effective when: (i) a copy has been duly executed by both Landlord and Tenant; (ii) a fully executed original has been delivered to and accepted by Landlord; and (iii) the terms and conditions of this Lease have been approved by Landlord's Lender(s), if such approval is required by the terms of any agreements, deeds of trust, mortgages, or other liens in effect between Landlord and its lender(s). 18.10 BROKERS. Landlord and Tenant each represents and warrants to the other that, with the sole exceptions of Dave Evans and Steve Zamudio of Colliers International, who represent both Landlord and Tenant in this transaction ("Broker"), neither party has dealt with any agent or broker in this transaction. The parties acknowledge that Broker is not party to this Lease or a 36 third. party beneficiary hereof Landlord and Tenant each further represents and warrants to the other that it has not promised a commission, finder's fee, or advisory fee to any party, including, but not limited to Broker, arising out of any extension or other modification of this Lease. Except with respect to Broker, who shall be paid a commission by Landlord pursuant to a separate Lease Commission Agreement, each party indemnifies, defends, and holds the other harmless from any claim for commission, finder's fee, or advisory fee arising out of the actions of such party in this transaction. 18.11 GUARANTEE. The duties and obligations of Tenant under the terms of this Lease shall be guaranteed by Terremark Worldwide, Inc. a Delaware corporation (the "Guarantor"). This Lease is contingent upon said Guarantor executing the Net Premises Lease Guaranty in the form attached hereto as Exhibit "D" and incorporated by reference herein 18.12 RIGHT OF FIRST OFFER. If Landlord decides to sell all of the Leased Premises, then Landlord shall first offer to sell the Leased Premises to Tenant, pursuant to the terms of this Section 18.12. Tenant will have the right to purchase the Leased Premises at the price and terms listed in Landlord's offer to sell the Leased Premises (the "Landlord's Offer"). Tenant shall have ten (10) days from the receipt of Landlord's Offer to accept such offer. If Tenant accepts Landlord's Offer, Tenant shall have sixty days from the receipt of Landlord's Offer to complete the purchase of the Leased Premises. If Tenant does not accept Landlord's Offer within the said ten (10) day period, or fails to complete the purchase of the Leased Premises within the said sixty (60) day period, Landlord's Offer or the right to purchase as described above shall terminate and Landlord shall be free to sell the Leased Premises to anyone, on terms no less favorable than those in Landlord's Offer, without any obligation to provide Tenant with a further right of first offer to purchase the Leased Premises, for a period of twelve (12) months. If the Landlord shall not have sold the Leased Premises within such twelve (12) month period, then Landlord shall not have the right to sell the Leased Premises after such date, unless Landlord complies with the terms and obligations just described in this section. The rights arid obligations just described apply only to the originally named Tenant, unless Landlord, in its sole discretion, agrees otherwise in writing. All rights of Tenant tinder the provisions of this section shall terminate and be of no further force or effect if during the term of the Lease, Tenant defaults under any of the provisions of the Lease, unless Landlord, in its sole discretion agrees otherwise in writing. Notwithstanding the foregoing. Landlord shall be able to transfer the Leased Premises to the following without having to first offer to sell the Leased Premises to Tenant: (i) any member of Landlord's immediate family (for purposes of this section, "Landlord s immediate family" shall include all spouses and children (including, natural born, adopted, and step children), the spouses of said children, and their respective lineal descendants); (ii) any refinancing of the Leased Premises. Land or Building; (iii) any transfer to a subsidiary. affiliate. division or corporation controlling, controlled by or under common control with Landlord; or (iv) to a successor corporation related to Landlord by merger, consolidation, nonbankruptcy reorganization, or government action. 18.13 LEASEHOLD MORTGAGE. 18.13.1 TENANT'S RIGHT TO MORTGAGE LEASEHOLD. Landlord shall not be obligated to subordinate Landlord's fee title to the Leased Premises to any mortgage, deed of trust, or other security instrument. Tenant shall have the right from time to time to subject the leasehold estate and any or all 37 improvements to a mortgage as security for a loan or other obligation of Tenant, provided that: (a) the mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions and restrictions stated in this Lease and to all rights and interests of Landlord except as otherwise provided in this Lease; (b) Tenant shall deliver to Landlord a true copy of the note and mortgage and other loan documents; (c) Tenant shall not then be in default under this Lease; and (d) there shall be no personal liability imposed on Landlord for repayment of the loan secured by said mortgage nor shall Landlord incur any other liability in connection with the note and mortgage or other loan documents in connection with the loan. 18.13.2 LIMIT ON MORTGAGEE'S LIABILITY. The leasehold mortgagee shall not be liable to perform Tenant's obligations under this Lease until the mortgagee acquires Tenant's rights by foreclosure. After acquiring Tenant's rights by foreclosure, mortgagee shall be liable to perform Tenant's obligations only until mortgagee assigns or transfers the leasehold as permitted by this Lease. Landlord does not, however, waive its right to exercise any right or remedy available to Landlord under this Lease, including, without limitation, the right to terminate this Lease upon Tenant's default. 18.14 RECORDATION OF MEMORANDUM OF LEASE. The parties shall execute a memorandum of this Lease in form and substance mutually acceptable to the parties and sufficient to give constructive notice of this Lease to subsequent purchasers and mortgages in a form similar to Exhibit "E", which is attached hereto and incorporated by reference herein, upon the condition that Tenant shall provide Landlord with a quit claim deed to the Leased Premises with an effective date of the earlier of the Expiration Date or the earlier termination of this Lease. Executed on the Reference Date first set forth above. LANDLORD: TENANT: Rainbow Property Management, LLC, Coloconnection, Inc., a California limited liability company a Florida corporation /s/ DAN BURFEIND /s/ BRIAN K. GOODKIND - ------------------------------------ ---------------------------------- Dan Burfeind, Manager By: BRIAN K. GOODKIND ------------------------------- Its: EXECUTIVE VICE PRESIDENT --------------------------- 38 Schedule of Exhibits to be Attached: Exhibit "A": Description of the Leased Premises Exhibit "B": The Rules and Regulations Exhibit "C": Tenant Work Letter Exhibit "D": Guarantee Exhibit "E": Memorandum of Lease Exhibit "F": Environmental Consulting Agreement Exhibit "G": Form Letter of Credit 39 EXHIBIT "A" Description: The land referred to herein is situated in the State of California, County of SANTA CLARA, CITY OF SANTA CLARA, and is described as follows: PARCEL 1: ALL OF PARCEL 2A, AS SHOWN UPON THAT CERTAIN PARCEL MAP ENTITLED, "BEING A PORTION OF TRACT NO. 2791 (LOTS 2 & 3) AND A PORTION OF LOT 5 - MAP OF THE ARQUES SUBDIVISION IN THE CITY OF SANTA CLARA, CALIFORNIA", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON APRIL 10, 1970 IN BOOK 266 OF MAPS, PAGE 32. PARCEL 2: AN EASEMENT FOR LIGHT AND AIR OVER AND ACROSS THE PARCEL OF LAND HEREINAFTER DESCRIBED TO BE USED IN COMMON WITH THE RECORD OWNER (AS SUCH OWNER SHALL EXIST FROM TIME TO TIME) OF THE LAND ADJOINING TO THE SOUTH A STRIP OF LAND OF A UNIFORM 30.00 FEET LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE WESTERLY LINE OF CORVIN DRIVE AT THE INTERSECTION THEREOF WITH THE NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A; RUNNING THENCE ALONG SAID NORTHERLY LINE SOUTH 89(degree) 29' WEST 310 FEET. SAID EASEMENT AREA SHALL AT ALL TIMES TO BE UNOBSTRUCTED FROM GROUND TO SKY BY THE CONSTRUCTION, INSTALLATION, OR MAINTENANCE OF ANY BUILDING OP STRUCTURE. SAID ABOVE EASEMENT IS CREATED BY EASEMENT AGREEMENT RECORDED MARCH 30, 1998, INSTRUMENT 14115469, SANTA CLARA COUNTY RECORDS. PARCEL 3: AN EASEMENT FOR INSTALLATION AND MAINTENANCE OF STORM DRAINAGE FACILITIES OVER AND ACROSS THE PARCEL OF LAND HEREINAFTER DESCRIBED, TO BE USED IN COMMON WITH THE RECORD OWNER (AS SUCH OWNER SHALL EXIST FROM TIME TO TIME) OF THE LAND ADJOINING TO THE SOUTH A STRIP OF LAND OF A UNIFORM WIDTH OF 10.00 FEET, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A: DISTANCE THEREIN SOUTH 890 29' WEST 52.50 FEET FROM THE NORTHEASTERLY CORNER THEREOF; RUNNING THENCE FROM SAID LINE NORTH 450 EAST 14.14 FEET; THENCE NORTH 30.00 FEET AND NORTH 67(degree) 31' 24 EAST 46.41 FEET TO THE WESTERLY LINE OF CORVIN DRIVE. SAID ABOVE EASEMENT IS CREATED BY EASEMENT AGREEMENT RECORDED MARCH 30. 1998, INSTRUMENT 14115469, SANTA CLARA COUNTY RECORDS. 40 PARCEL 4: AN EASEMENT FOR THE PERMANENT, MUTUAL INGRESS AND EGRESS OVER A COMMON DRIVEWAY TO SERVE BOTH PARCELS AND AS A COMMON STORM DRAINAGE AREA TO SERVE BOTH PARCELS, DESCRIBED AS A STRIP OF LAND 25 FEET IN WIDTH AND 310 FEET IN LENGTH, THE CENTERLINE OF SAID STRIP BEING THE LINE COMMON TO PARCEL 4A OF THAT PARCEL MAP FILED FOR RECORD JULY 9, 1970 IN BOOK 270 OF MAPS AT PAGE 21, SANTA CLARA COUNTY RECORDS, AND PARCEL 2A OF THAT PARCEL MAP FILED FOR RECORD APRIL 10, 1970 IN BOOK 266 OF MAPS AT PAGE 32, SAID COUNTY RECORDS. EXCEPTING THEREON THAT PORTION LYING WITHIN PARCEL ONE ABOVE. ASSESSOR'S PARCEL NO.: 21 6-33-025 41 EXHIBIT B RULES AND REGULATIONS The following Rules and Regulations apply to and govern Tenant's use of the Leased Premises, the Building and the Entire Property. Capitalized terms have the meanings given in the' Lease. of which these Rules and Regulations are a part. Tenant is responsible for all claims arising from any violation of the Rules and Regulations by Tenant. 1. No awning or other projection may be attached to the outside walls of the Leased Premises or the Building, without the prior written consent of Landlord, which may be withheld in Landlord's sole determination. In connection with the foregoing, all windows visible from the exterior of the Building shall be covered by Building Standard mini-blinds selected by Landlord. which shall, at all times, be in the fully lowered position. 2. No sign, lettering, picture, notice or advertisement which is visible from the exterior of the Leased Premises or the Building may be installed on or in the Leased Premises without Landlord's prior written consent, and then only in such manner, character and style as Landlord may have approved in writing. 3. Tenant will not obstruct sidewalks, entrances, passages, corridors, vestibules, halls, or stairways in and about the Building. Tenant will not place objects against glass partitions or doors or windows, which would be unsightly from the exterior of the Building and will promptly remove any such objects upon notice from Landlord. 4. Tenant will not create or allow obnoxious or harmful fumes, odors, smoke or other discharges which may be offensive to occupants of neighboring properties, or otherwise create any nuisance. 5. The Leased Premises shall not be used for cooking (as opposed to heating of food), lodging, sleeping or for any immoral or illegal purpose. 6. Tenant will not make excessive noises, cause disturbances or vibrations or use or operate any electrical or mechanical devices or other equipment that emit excessive sound or other waves or disturbances or which may be offensive to occupants of adjacent properties, or that may unreasonably interfere with the operation of any device, equipment, computer, video, radio, television broadcasting or reception from or within the Building or elsewhere. 7. Machines and mechanical equipment belonging to Tenant, which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable, shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. 42 8. No dog or other animal or bird is allowed in the Building, except for animals assisting the disabled. 9. Tenant will not waste electricity, water or air conditioning and will ensure the most effective operation of the Building's heating. air conditioning, ventilation and utility systems. Tenant will not use any additional method of heating or air conditioning (including without limitation fans or space heaters) other than those approved in writing. 10. Tenant assumes full responsibility for protecting its space from theft, robbery and pilferage, which includes keeping valuable items locked up and doors locked and other means of entry to the Leased Premises closed and secured after Building Hours and at other times the Leased Premises are not in use. 11. Tenant will provide Landlord with a duplicate key and/or lock combination in order for Landlord to be able to gain access to all areas within the Leased Premises and the Building except for safes and confidential files. Tenant will surrender all keys to the Leased Premises and to the parking facilities and shall explain to Landlord all combination locks on safest cabinets and vaults. 12. Tenant will not bring inflammables, such as gasoline, kerosene, naphtha and benzene, or explosives or any other article of intrinsically dangerous nature into the Leased Premises, or any portion thereof. 13. Tenant shall not bring any bicycles or other vehicles of any kind into the Building, except for appropriate vehicles necessary for assisting the disabled; provided, however. that Tenant shall be allowed to bring some bicycles in the Building upon Landlord's approval and subject to any reasonable rules promulgated by Landlord pursuant to such request by Tenant. 14. If any carpeting or other flooring is installed by Tenant using an adhesive, such adhesive will be an odorless, releasable adhesive. 15. The water and wash closets, drinking fountains and other plumbing fixtures will not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags, coffee grounds or other substances shall be thrown therein. 16. Tenant will not overload any utilities serving the Leased Premises. 17. All loading, unloading, receiving or delivery of goods, supplies, furniture or other items will be made only through entryway's provided for such purposes. 18. Landlord will in all cases have the right to specify the proper position of any safe, equipment or other heavy article, which shall only be used by Tenant in a manner which will not interfere with or cause damage to the Leased Premises or the Building. Tenant will not overload the floors or structure of the Building. 43 19. Canvassing, soliciting, and peddling in or about the Leased Premises is prohibited at all times and Tenant will cooperate to prevent the same. 20. In case of invasion. mob, riot, public excitement, or other commotion, Landlord reserves the right to limit or prevent access to the Building during the continuance of the same by closing the doors or taking other appropriate steps. Landlord will in no case be liable for damages for any error or other action taken with regard to the admission to or exclusion from the Building of any person at any time. 21. Smoking is not permitted within the Leased Premises, except in the smoking areas located outside of the Building, if any, as designated and redesignated in writing from time. to time by Landlord, in its sole, absolute and arbitrary discretion. Except as set forth in the previous sentence, Tenant shall not permit smoking anywhere within the Leased Premises. Including, without limitation, the Building, sidewalks. entrances. passages, corridors, halls. elevators and stairways of the Building, other than the smoking areas, if any, designated in writing by Landlord. All smoking materials must be disposed of in ashtrays or other appropriate receptacles provided for that purpose. 22. Landlord reserves the right to exclude or expel from the Building. or the Land, or any portion thereof, any person who, in Landlord's judgment, appears to be intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and Regulations or any applicable governmental rules or regulations. 23. Tenant shall store all its trash and garbage in proper receptacles within the Leased Premises or in other facilities provided for such purpose by Landlord. Tenant shall not place in any trash box or receptacle any material, which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord. Tenant will cooperate with any recycling program in place from time to time at the Building. 24. Tenant will not use in the Leased Premises any hand truck except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve. 25. Tenant will not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant's address. 26. Tenant will comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. 27. No overnight or extended term parking (over two (2) business days) or storage of vehicles is permitted, unless otherwise approved by Landlord. 28. Parking is prohibited (a) in areas not striped for parking; (b) in aisles; (c) where "no parking" signs are posted; (d) on ramps; (e) in cross-hatched areas; (f) in loading areas; and (g) in such other areas as may be designated by Landlord. 44 29. All responsibility for damage, loss or theft to vehicles and the contents thereof is assumed by the person parking their vehicle. 30. Tenant and/or each user of the parking areas may be required to sign a parking agreement, as a condition to parking. 31. Landlord reserves the right to refuse parking identification devices and parking rights to Tenant or any other person who fails to comply with the Rules and Regulations applicable to the parking areas. Any violation of such rule shall subject the vehicle to removal, at such person's expense. 32. Tenant shall be responsible for the observance of all of the Rules and Regulations by Tenant (including, without limitation, all employees, agents, clients, customers, invitees and guests). 33. Landlord may, from time to time, waive any one or more of these Rules and Regulations, but no such waiver by Landlord shall be construed as a continuing waiver of such Rules and Regulations, nor prevent Landlord from thereafter enforcing any such Rules and Regulations. 34. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the other terms, covenants, agreements and conditions of the Lease. In the event of any conflict between these Rules and Regulations and any ,express term or provision of the Lease otherwise set forth in the Lease, such other express term or provision shall be controlling. Landlord may amend or supplement these rules from time to time in the sole determination of Landlord. 45 EXHIBIT C TENANT WORK LETTER (TO BE ATTACHED) SCHEDULE 1 FLOOR PLANS SHOWING 1. Location and type of all partitions. 2. Location and type of all doors. Indicate hardware and provide keying schedule. 3. Location and type of glass partitions, windows, and doors. Indicate framing and reference full-height partitions. 4. Locations of telephone equipment room. 5. Critical dimensions necessary for construction, with indication of required clearances. 6. Location and types of all electrical items: outlets, switches, telephone outlets and lighting. 7. Location and type of equipment that will require special electrical requirements. Provide manufacturers' specifications for use and operation, including heat output. 8. Location, weight per square foot, and description of any heavy equipment or filing system. 9. Requirements for special air-conditioning or ventilation. 10. Location and type of plumbing. 11. Location and type of kitchen equipment. 12. Location, type and color of floor covering, wall covering, paint and finishes. DETAILS SHOWING 1. All millwork with verified dimensions of all equipment to be built in. 2. Corridor entrance. 3. Bracing or support of special walls, glass partitions, etc., if desired. If not included with the plans, Tenant's engineer will design all support or bracing required at Tenant's expense. ADDITIONAL INFORMATION 1. Provide Landlord with Title 24 energy calculations. EXHIBIT C TENANT WORK LETTER 3030 CORVIN DRIVE SANTA CLARA, CALIFORNIA This Tenant Work Letter is entered into with respect to that certain NET PREMISES LEASE. of equal date herewith (the "Lease"), executed by and between Rainbow Property Management, LLC, a California limited liability company ("Landlord") and Coloconnection, Inc., a Florida corporation ("Tenant"), to which this Tenant Work Letter is attached as Exhibit "C" and of which this Tenant Work Letter forms a part. This Tenant Work Letter shall set forth the terms and conditions relating to the construction of Tenant's Work (as defined in Section 5.1 of the Lease). This Tenant Work Letter is essentially organized chronologically and addresses the issues of the configuration and construction of the Tenant's Work, in sequence, as such issues will arise during the actual configuration and construction of the Leased Premises. All capitalized terms not otherwise defined shall have the meanings given to them in the Lease. 1. CONDITION UPON DELIVERY BY LANDLORD. Upon the Commencement Date, Landlord shall deliver the Leased Premises to Tenant, and Tenant shall accept the Leased Premises from Landlord in its presently existing, "as-is" condition. 2. TENANT WORK. 2.1 UPGRADE OF THE BUILDING. Subject to the terms of the Lease and this Work Letter, Tenant, at Tenant's sole cost and expense, shall install and configure the Building as a state of the art telecommunications data center and co-location facility (the "Upgrade"). Tenant shall cause the Upgrade of the Building to be completed in four phases, each phase more particularly set forth in this section below. During each phase of construction, Tenant shall comply with all of the terms of the Lease and this Work Letter, including, without limitation, Sections 3, 4, 5 and 6 herein, as applicable to the particular phase of construction. 2.2 PHASE ONE. Tenant shall commence the first phase, ("Phase One") immediately upon receipt of possession of the Leased Premises, and diligently prosecute all construction in Phase One to completion. During Phase One, Tenant shall install and configure a state of the art telecommunications data center and co-location facility, at a minimum, over approximately one fourth (1/4th) of the interior of the Building, together the configuration and installation of each of the following within the Building: 2.2.1 ARCHITECTURAL. An access floor to allow for managing the service requirements of complex electronic environments, together with underfloor cooling for network server racks and distribution of electrical/network wiring. 2.2.2 ELECTRICAL INFRASTRUCTURE. A primary electrical substation adequate to provide 5,000 amps of power for the facility from a local utility provider. A distribution system, based on redundant diverse distributed components consisting of demarcation power, power distribution units, static transfer switches, uninterrupted power supplies, and a utility service bus. And an emergency power generation system sufficient to provide power to operate the facility for a period of _________ continuous hours in the event of any interruption of service from the local utility provider, consisting of automatic transfer devices, emergency service bus, and emergency power generation in the form of diesel generators and battery back up for uninterrupted power supply. 2.2.3 PRECISION ENVIRONMENTAL CONTROL SYSTEMS. A closed loop heat rejection system for environmental control sufficient to maintain an average space temperature of 72 degrees at 50% relative humidity. Air filtration is accomplished by the use of both pre-filters and high efficiency air filters. 2.2.4 FIRE SUPPRESSION SYSTEM. A two-stage state-of-the-art fire suppression system and a pre-action dry pipe fire sprinkler system located above and below the raised floor. 2.2.5 COMPREHENSIVE SECURITY SYSTEM. A security system, which incorporates distributed control with central monitoring located within the security center, including a comprehensive state of the art security system, trained security personnel, and closed circuit television cameras, with access readers installed at all primary entry and egress points. 2.2.6 NETWORK INFRASTRUCTURE. A network infrastructure designed to meet the service and quality requirements of businesses executing telecommunications and Internet based strategies, which is designed for high availability, low latency, and resiliency, and includes two separate points of connection into the Building by multiple network fiber providers. 2.2.7 SITE IMPROVEMENTS. Removal of any above grade fuel tanks; Equipment leveling concrete slabs; Ramps, Access for ADA compliance; Underground Electrical HI-Voltage; 12 000 KVA Primary sub-station; Generators and associated diesel fuel storage (appx. 2-3 1500 KW); Primary cooling systems, chillers; Cooling Tower; Perimeter Architectural Fencing; Parking Stall/Installation and Striping. 2.2.8 ROOF. Structural upgrade for HVAC; Air Handlers; and 0 HVAC 2.2.9 BUILDING EXTERIOR. Seismic Bracing; upgrade Overhead door; replacement/upgrade Exterior doors; and ADA Required Lobby/Entry. 2.2.10 BUILDING INTERIOR. Toilet Cores; Lobby; and mechanical/electrical rooms. 2.2.11 TENANT WORK. Elevated Floor; Preaction Dry-Pipe Fire Sprinkler System; Preaction Fire System; HVAC Distribution Liebert Units; PDU; UPS; Electrical Distribution; Transformers; Security/Access Control; Lighting; Fire Sprinkler O.H.; Partitions; Ceilings; and Flooring. 2.2.12 CHATTEL ITEMS. Data Wiring; Telephone Switch; and Cable Tray. 2 2.3 PHASE TWO. During the second phase ("Phase Two"), Tenant shall install and configure a state of the art telecommunications data center and co-location facility, at a minimum, over the lesser of: (i) approximately one fourth (1/4th) of the interior of the Building; or (ii) the portion of the Building remaining to be Upgraded after Phase One. Tenant shall complete Phase Two prior to the second anniversary of the Commencement Date. 2.4 PHASE THREE. During the third phase ("Phase Three"), Tenant shall install and configure a state of the art telecommunications data center and co-location facility, at a minimum, over the lesser of: (i) approximately one fourth (1/4th) of the interior of the Building; or (ii) the portion of the Building remaining to be Upgraded after Phase Two. Tenant shall complete Phase Three prior to the fourth anniversary of the Commencement Date. 2.5 PHASE FOUR. During the fourth phase ("Phase Four"), Tenant shall install and configure a state of the art telecommunications data center and co-location facility over the remaining portion of the Building that has not been previously Upgraded. Tenant shall complete Phase Four prior to the sixth anniversary of the Commencement Date. 3. CONSTRUCTION DRAWINGS. 3.1 SELECTION OF DRAWINGS. Tenant shall retain the architect/space planner reasonably approved by Landlord (the "Architect") to prepare the Construction Drawings. Tenant shall retain the engineering consultants reasonably approved by Landlord (the "Engineers") to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, life-safety, and sprinkler work for the Leased Premises. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the "Construction Drawings." All Construction Drawings shall comply with the drawing format and specifications determined by Landlord, and shall be subject to Landlord's reasonable approval, which Construction Drawings shall contain the information listed on Schedule 1, attached hereto. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in Section of this Lease shall specifically apply' to the Construction Drawings. 3.2 FINAL SPACE PLAN. Tenant shall supply Landlord with four (4) copies signed by Tenant of its final space plan for the Leased Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (the "Final Space Plan") shall include a layout and designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord 3 shall advise Tenant within seven (7) days after Landlord's receipt of the Final Space Plan for the Leased Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require. Landlord's failure to so advise Tenant within the said seven (7) day period shall be deemed to constitute Landlord's acceptance of the Final Space Plan, so long as the Final Space Plans are reasonably similar to the Construction Drawings and proposed space plans previously submitted to Landlord by Tenant, otherwise, Landlord's failure to respond within the seven (7) day period shall not be deemed approval by Landlord of the Final Space Plan. 3.3 FINAL WORKING DRAWINGS. After the Final Space Plan has been approved by Landlord, Tenant shall supply the Engineers with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the Leased Premises, to enable the Engineers and the Architect to complete the "Final Working Drawings" (as that term is defined below) in the manner as set forth below. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptly' cause the Architect and the Engineers to complete the architectural and engineering drawings for the Leased Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the "Final Working Drawings") and shall submit the same to Landlord for Landlord's approval. Tenant shall supply Landlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenant within seven (7) days after Landlord's receipt of the Final Working Drawings for the Leased Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall immediately revise the Final Working Drawings in accordance with such review and any disapproval of Landlord in connection therewith. Landlord's failure' to so advise Tenant within the said seven (7) day period shall be deemed to constitute Landlord's acceptance of the Final Working Drawings, so long as the Final Work Drawings are reasonably similar to the Final Space Plan and the Construction Drawings previously submitted to Landlord by Tenant, otherwise, Landlord's failure to respond within the seven (7) day period shall not be deemed approval by Landlord of the Final Working Drawings. 3.4 APPROVED WORKING DRAWINGS. The Final Working Drawings shall be approved by Landlord (the "Approved Working Drawings") prior to the commencement of construction of the Leased Premises by' Tenant. After approval by Landlord of the Final Working Drawings, Tenant may submit the same to the City of Santa Clara for all applicable building permits. Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Leased Premises and that obtaining the same shall be Tenant's responsibility'; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which consent may not be unreasonably withheld. 4 4. CONSTRUCTION OF THE TENANT WORK. 4.1 TENANT'S SELECTION OF CONTRACTORS. 4.1.1 THE CONTRACTOR. Tenant shall retain a general contractor ("Contractor") reasonably approved by Landlord to construct the Tenant Work. 4.1.2 TENANT'S AGENTS. All subcontractors, laborers, materialmen, and suppliers used by' Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant's Agents") must be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed. If Landlord does not approve any of Tenant's proposed subcontractors, laborers, materialmen or suppliers, Tenant shall submit other proposed subcontractors, laborers, materialmen or suppliers for Landlord's written approval. Notwithstanding the foregoing, Tenant shall retain subcontractors designated by Landlord in connection with any structural, mechanical, electrical, plumbing or heating, air-conditioning or ventilation work to be performed in the Leased Premises 4.2 CONSTRUCTION OF TENANT WORK BY TENANT'S AGENTS. 4.2.1 CONSTRUCTION CONTRACT: Cost Budget. Prior to Tenant's execution of the construction contract and general conditions with Contractor (the "Contract"), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Tenant Work, and after Tenant has accepted all bids for the Tenant Work, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Work to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of the Contract (the "Final Costs"). Prior to the commencement of construction of the Tenant Work, Landlord, at Landlord's sole election, shall require Tenant: (1) to supply Landlord with cash in an amount equal to the Final Costs, which amount shall be deposited into a construction escrow account reasonably acceptable to Tenant and Landlord (the "construction Deposit") and shall be used to fund the costs of construction in accordance with escrow instructions to be mutually executed by Landlord and Tenant; or (ii) to purchase and deliver to Landlord a payment and/or completion bond in amount equal to the Final Costs. If at any time, or from time to time, Landlord should reasonably determine that the balance of the Construction Deposit then remaining should be insufficient to fully fund the remaining costs of construction of the Tenant Work, Landlord shall provide written notice thereof to Tenant and Tenant shall deposit additional funds sufficient to ensure the completion of the Tenant Work. 4.2.2 Tenant's Agents. 4.2.2.1 LANDLORD'S GENERAL CONDITIONS FOR TENANT'S AGENTS AND TENANT IMPROVEMENT WORK. Tenant's and Tenant's Agent's construction of the Tenant Work shall comply with the following: (I) the Tenant Work shall be constructed in strict accordance with the Approved Working Drawings; (ii) Tenant's Agents shall submit schedules of all work relating to the Tenant's Improvements to Contractor and Contractor shall, within five (5) business days of receipt thereof, inform Tenant's Agents of any changes which are necessary 5 thereto, and Tenant's Agents shall adhere to such corrected schedule; and (iii) Tenant shall abide by' all rules made by Landlord's Building manager with respect to the use of freight, loading dock and service elevators, storage of materials, coordination of work with other contractors, if any, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the Tenant Work. 4.2.2.2 INDEMNITY. Tenant's indemnity of Landlord as set forth in Section 7.1 of the Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant's Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant's non-payment of any amount arising out of the Tenant Work and/or Tenant's disapproval of all or any portion of any request for payment. Such indemnity by Tenant, as set forth in Section of this Lease, shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to Landlord's performance of any ministerial acts reasonably necessary' (i) to permit Tenant to complete the Tenant Work, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Leased Premises. 4.2.2.3 REQUIREMENTS OF TENANT'S AGENTS. Each of Tenant's Agents shall guarantee to Tenant and for the benefit of Landlord that the portion of the Tenant Work for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Tenant's Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor or subcontractors and (ii) the Lease Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Work, and/or the Leased Premises, or any portion thereof, that may be damaged or disturbed thereby'. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Work shall be contained in the Contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give to Landlord any assignment or other assurances which may be necessary to effect such right of direct enforcement. 4.3 GOVERNMENTAL COMPLIANCE. The Tenant Work shall comply in all respects with the following: (i) the Code and other state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer's specifications. 4.4 INSPECTION BY LANDLORD. Landlord shall have the right to inspect the Tenant Work at all times, provided however, that Landlord's failure to inspect the Tenant Work shall in no event constitute a waiver of any of 6 Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Work constitute Landlord's approval of the same. Should Landlord disapprove any portion of the Tenant Work, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Tenant Work shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Tenant Work and such defect, deviation or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air-conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other portion of the Leased Premises, Landlord may take such action as Landlord deems necessary, at Tenant's expense and without incurring any liability on Landlord's part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Work until such time as the defect, deviation and/or matter is corrected to Landlord's satisfaction. 4.5 MEETINGS. During the preparation of the Work Drawings, and the Construction of Tenant's Work during each of the phases of construction as set forth in Section 3 above, Tenant shall hold bi-monthly meetings at reasonable times, with the Architect and the Contractor regarding the progress of the preparation of Construction Drawings and the construction of the Tenant Work, which meetings shall be held at a location designated by Landlord, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and, upon Landlord's request, certain of Tenant's Agents shall attend such meetings. In addition, minutes shall be taken at all such meetings, a copy of which minutes shall be promptly delivered to Landlord. One such meeting each month shall include the review of Contractor's current request for payment. 4.6 NOTICE OF COMPLETION COPY OF RECORD SET OF PLANS. Within ten (10) days after completion of construction of the Tenant Work, Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the County of Santa Clara in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy' thereof to Landlord upon such recordation. If Tenant fails to do so. Landlord may execute and tile the same on behalf of Tenant as Tenants agent for such purpose, at Tenant's sole cost and expense. At the conclusion of construction, (i) Tenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the "record-set" of mylar as-built drawings are true and correct, which certification shall survive the expiration or termination of the Lease, and (C) to deliver to Landlord two (2) sets of copies of such, record set of drawings within ninety (90) day's following issuance of a certificate of occupancy for the Building, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Leased Premises. 5. MISCELLANEOUS 5.1 TENANT'S REPRESENTATIVE. Tenant has designated ____________________ as its sole representative with respect to the matters set forth in this Tenant 7 Work Letter, who shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter. 5.2 LANDLORD'S REPRESENTATIVE. Landlord has designated Dan Burfeind as its sole representatives with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority' and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter. 5.3 TIME OF THE ESSENCE IN THIS TENANT WORK LETTER. Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. if any item requiring approval is timely' disapproved by Landlord, the procedure for preparation of-the document and approval thereof shall be repeated until the document is approved by Landlord. 5.4 TENANT'S LEASE DEFAULT. Notwithstanding any provision to the contrary contained in the Lease, if an event of default as described in either the Lease or this Tenant Work Letter shall occur at any time prior to Substantial Completion of the Tenant Work, then in addition to all other rights and remedies granted to Landlord pursuant to the Lease, (i) Landlord may cause Contractor to cease the construction of the Leased Premises (in which case, Tenant shall be responsible for any delay in the substantial completion of the Leased Premises caused by such work stoppage), and (ii) all other obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of this Lease (in which case, Tenant shall be responsible for any' delay in the substantial completion of the Leased Premises caused by such inaction by Landlord). 5.5 HAZARDOUS MATERIALS. If the construction of the Tenant Work or Tenant's move into the Leased Premises will involve the use of or disturb hazardous materials or substances existing in the Leased Premises, Tenant shall comply with Landlord's rules and regulations concerning such hazardous materials or substances. 8 6. NOTICES. For the purposes of this Work Letter only, and except as otherwise required by law, any and all notices or other communications required or permitted by this Lease or by law to be served on or given to either party' hereto by the other party hereto shall be in writing and shall be deemed duly served and given when personally delivered and received by the party to whom it is directed or to any managing employee or officer of such party, or, in lieu of such personal service, when sent by' Certified United States Mail, Return Receipt Requested, with all postage charges thereof fully prepaid, addressed to Tenant at the Leased Premises, or to Landlord at the address set forth in the introductory paragraph of the Lease and when received by such party. Either party, may change its address for purposes of this section by giving written notice of such change to the other party in the manner provided in this section. Executed on the date first set forth above. LANDLORD: TENANT: Rainbow Property Management, LLC, Coloconnection, Inc., a Florida a California limited corporation liability company - --------------------------------- ------------------------------------- Dan Burfeind, Manager By: ----------------------------------- Its: ----------------------------------- - --------------------------------- ------------------------------------- Dianne G. Burfeind, Manager By: ----------------------------------- Its: ----------------------------------- 9 EXHIBIT "D" NET PREMISES LEASE GUARANTY By this Net Premises Lease Guaranty (the "Guaranty"), dated August_ 2000 the undersigned Terremark Worldwide, Inc., a Delaware corporation, or its successor(s) or assign(s), whose address is 3030 Corvin Drive, Santa Clara, CA 95051 does hereby endorse, guaranty, and promise to pay to Rainbow Property' Management. LLC, a California limited liability company, whose address is 1 8Q70 China Grade, Boulder Creek. CA 95006 ("Landlord"), or its successor(s) or assign(s), any and all sums which may become due and payable to Landlord by Coloconnection, Inc., a Florida corporation, whose address is 3030 Corvin Drive, Santa Clara, California, 95113 ("Tenant"), under the terms of that certain Net Premises Lease dated September 13, 2000, by and between Tenant and Landlord, including any renewals, extensions, or modifications thereof (the "Lease"), relating to that certain real property located in the City and County of Santa Clara, California, at 3030 Corvin Drive, and the improvements thereon consisting of a one story industrial building containing approximately' forty. thousand four hundred ninety-one (40,491) square feet, as more particularly described in the Lease ,(the "Leased Premises"). A copy of the Lease is attached hereto as Exhibit "A" and incorporated herein by reference. In addition, Guarantor hereby endorses, guarantees, and promises to Landlord to fully and timely perform any and all non-monetary obligations of Tenant under the Lease. This guaranty is given as a material inducement to Landlord to enter into the Lease with Tenant. Guarantor hereby irrevocably appoints Tenant as Guarantor's sole agent for the purpose of amending or modifying the Lease in any manner. The aforesaid agency agreement is coupled with an interest and is irrevocable. This Guaranty is a continuing guaranty enforceable with respect to any such amendment or modification of the Lease. If any party fails to perform its obligations under this Guaranty or if a dispute arises concerning the meaning or interpretation of any provision of this Guaranty, the defaulting party, or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by' the other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and attorneys' fees. The obligations of Guarantor hereunder are independent of the obligations of Tenant. One or more separate action(s) may, at Landlord's option, be brought and prosecuted against Guarantor, whether or not Landlord has utilized any security deposit or rental deposit posted by Tenant under the Lease, whether or not any action has been first or is subsequently brought against Tenant, whether or not Tenant is joined in any such action, and whether or not Guarantor may have been joined in any action or proceeding commenced by Landlord against Tenant arising out of, in connection with, or based upon the Lease. Guarantor hereby waives any right to assert or plead at any time any surety or other defenses in the nature thereof, including, without limitation, the provisions of California Civil Code Section 2845 or any' other similar, related or successor provision of law. In addition, Guarantor hereby waives any rights to (a) require Landlord to proceed against or exhaust any entity' or pursue any other remedy in Landlord's power whatsoever; or (b) require Landlord to proceed against or exhaust any security held from Tenant or Guarantor. Guarantor further waives any defense arising by reason of any disability of 1 Tenant. Except as otherwise provided in the Lease, Guarantor waives all demands and notices to Tenant and to Guarantor, including, without limitation, demands for payment or performance, and notices of nonperformance or nonpayment. Any act of Landlord, or its successors or assignors, consisting of a waiver of any of the terms or conditions of the Lease, or the giving of any consent to any matter or thing relating to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor, and without releasing Guarantor from any obligations hereunder. The obligations of Guarantor hereunder shall not be discharged, diminished or released by reason of any amendment or modification to the Lease. The liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Tenant in any creditors' receivership, bankruptcy or other proceeding; (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability' under the Lease resulting from the operation of any present or future provision of the Bankruptcy' Code or any successor statute; (c) Landlord's receipt, application or release of any security given for Tenant's performance and observance of Tenant's obligations; (d) the rejection or disaffirmance of the Lease in any such proceedings; (e) the assignment or transfer of the Lease or subletting of the rental premises by' Tenant; (f) the assignment or transfer of the Lease or this Guaranty by Landlord; or (g) the exercise by Landlord of any of its rights or remedies reserved under the Lease or by law. The obligations of Guarantor hereunder shall be joint and several. This Guaranty shall be deemed to be made under, and shall be governed by, the laws of the State of California in all respects, including matters of construction, validity, and performance, and its terms and provisions may not be waived, altered, modified, or amended except in writing duly signed by Landlord and Guarantor. Any dispute or litigation brought to enforce or interpret the provisions of this Guaranty shall be commenced in a court or other appropriate forum for the resolution of such disputes located within the County of Santa Clara of the State of California. Guarantor represents and warrant to Landlord that the execution of this Guaranty is given freely and voluntarily, in consideration of Landlord entering into the Lease with Tenant. This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the case of any obligation of Tenant arising under the Lease to execute and deliver estoppel certificates and deliver financial statements, as therein provided. Guarantor shall also do and provide the same. This Guaranty shall expire the later of: (I) ninety (90) days after the expiration of the Lease term, as extended by the Option; or (ii) ninety (90) days after Tenant vacates the Leased Premises; provided however, this Guaranty shall remain in full effect as to those provisions in the Lease that survive the expiration or termination of the Lease. 2 Executed on the date first above written. GUARANTOR Terremark Worldwide, Inc., a Delaware corporation By: ---------------------------------------- Its: -------------------------------------- 3 EXHIBIT E Recording Requested By and When Recorded Mail to: - ------------------------ - ------------------------ - ------------------------ - ------------------------------------------------------------------------------- MEMORANDUM OF LEASE This Memorandum of Lease ("Memorandum") is executed as of the day of September, 2000, between Rainbow Property Management, LLC, a California limited liability company ("Landlord") and Coloconnection, Inc., a Florida corporation ("Tenant"), and is as follows: 1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that certain real property in the City and County of Santa Clara, State of California more particularly described in Exhibit A which is attached hereto (the "Premises") on the terms and conditions set forth in a certain Net Premises Lease dated for reference purposes only September 13, 2000 (the "Lease"), the provisions of which are hereby incorporated into this Memorandum by this reference. The Premises includes, without limitation, rights now or hereafter appurtenant to the Premises and any' and all improvements now or hereafter located thereon. 2. LEASE TERM. The term of the Lease shall commence October 1, 2000, and shall expire on September 30, 2020, except that Tenant has two (2) options to extend the term of the Lease for additional terms of 60 months each, unless sooner terminated by Landlord or Tenant pursuant to the terms of the Lease. 3. RIGHT OF FIRST OFFER TO PURCHASE. Landlord hereby grants to Tenant the right of first offer to purchase the Premises, on all of the terms arid conditions stated herein and in the Lease. 5. FURTHER INFORMATION. Any' party who wishes to obtain further information concerning the Lease may contact: __________________________________________ 6. BINDING EFFECT. Provisions of the Lease to be performed by Landlord or Tenant, whether to be performed on the Premises or in any other location, and whether affirmative or negative in nature, are intended to and shall inure to the benefit of and bind Landlord and Tenant, respectively, and their respective heirs, administrators, executors, successors, and assigns at any time. 7. PURPOSE OF MEMORANDUM. This Memorandum is prepared for the purpose of recordation. and it in no way modifies the provisions of the Lease referred to above. Executed as of the date first set forth above. 1 LANDLORD: TENANT: Rainbow Property Management, LLC, Coloconnection, Inc., a Florida a California limited corporation liability company - --------------------------------- ------------------------------------ Dan Burfeind, Manager By: ---------------------------------- Its: ---------------------------------- - --------------------------------- ------------------------------------ Dianne G. Burfeind, Manager By: ---------------------------------- Its: ---------------------------------- STATE OF CALIFORNIA ) ) ss: COUNTY OF SANTA CLARA ) On ___________ before me, ____________, Notary Public, personally appeared ___________________ personally' known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity' upon behalf of which the person(s) acted, executed the instrument. WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI DADE ) On ______________ before me, ____________, Notary Public, personally appeared _____________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity' upon behalf of which the person(s) acted, executed the instrument WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) 2 STATE OF CALIFORNIA ) ) ss: COUNTY OF SANTA CLARA ) On ___________ before me, ____________, Notary Public, personally appeared ___________________ personally' known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity' upon behalf of which the person(s) acted, executed the instrument. WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) STATE OF CALIFORNIA ) ) ss: COUNTY OF SANTA CLARA ) On ___________ before me, ____________, Notary Public, personally appeared ___________________ personally' known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity' upon behalf of which the person(s) acted, executed the instrument. WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) 3 EXHIBIT A DESCRIPTION OF PREMISES Description: The land referred to herein is situated in the State of California, County of SANTA CLARA, CITY OF SANTA CLARA, and is described as follows: PARCEL 1: ALL OF PARCEL 2A, AS SHOWN UPON THAT CERTAIN PARCEL MAP ENTITLED, "BEING A PORTION OF TRACT NO. 2791 (LOTS 2 & 3) AND A PORTION OF LOT 5 - MAP OF THE ARQUES SUBDIVISION IN THE CITY OF SANTA CLARA, CALIFORNIA", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA `CLARA, STATE OF CALIFORNIA, ON APRIL 10, 1970 IN BOOK 266 OF MAPS, PAGE 32. PARCEL 2: AN EASEMENT FOR LIGHT AND AIR OVER AND ACROSS THE PARCEL OF LAND HEREINAFTER DESCRIBED TO BE USED IN COMMON WITH THE RECORD OWNER (AS SUCH OWNER SHALL EXIST FROM TIME TO TIME) OF THE LAND ADJOINING TO THE SOUTH A STRIP OF LAND OF A UNIFORM 30.00 FEET LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE WESTERLY LINE OF CORVIN DRIVE AT THE INTERSECTION THEREOF WITH THE NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A; RUNNING THENCE ALONG SAID NORTHERLY LINE SOUTH 890 29' WEST 310 FEET. SAID EASEMENT AREA SHALL AT ALL TIMES TO BE UNOBSTRUCTED FROM GROUND TO SKY BY THE CONSTRUCTION, INSTALLATION, OR MAINTENANCE OF ANY BUILDING OR STRUCTURE. SAID ABOVE EASEMENT IS CREATED BY EASEMENT AGREEMENT RECORDED MARCH 30, 1998, INSTRUMENT 14115469, SANTA CLARA COUNTY RECORDS. PARCEL 3: AN EASEMENT FOR INSTALLATION AND MAINTENANCE OF STORM DRAINAGE FACILITIES OVER AND ACROSS THE PARCEL OF LAND HEREINAFTER DESCRIBED, TO BE USED IN COMMON WITH THE RECORD OWNER (AS SUCH OWNER SHALL EXIST FROM TIME TO TIME) OF THE LAND ADJOINING TO THE SOUTH A STRIP OF LAND OF A UNIFORM WIDTH OF 10.00 FEET, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A: DISTANCE THEREIN SOUTH 89(degree) 29' WEST 52.50 FEET FROM THE NORTHEASTERLY CORNER THEREOF; RUNNING THENCE FROM SAID LINE NORTH 450 EAST 14.14 FEET; THENCE NORTH 30.00 FEET AND NORTH 670 31' 24" EAST 46.41 FEET TO THE WESTERLY LINE OF CORVIN DRIVE. SAID ABOVE EASEMENT IS CREATED BY EASEMENT AGREEMENT RECORDED MARCH 30, 1998, INSTRUMENT 141 15469, SANTA CLARA COUNTY RECORDS. 1 PARCEL 4: AN EASEMENT FOR THE PERMANENT, MUTUAL INGRESS AND EGRESS OVER A COMMON DRIVEWAY TO SERVE BOTH PARCELS AND AS A COMMON STORM DRAINAGE AREA TO SERVE BOTH PARCELS, DESCRIBED AS A STRIP OF LAND 25 FEET IN WIDTH AND 310 FEET IN LENGTH, THE CENTERLINE OF SAID STRIP BEING THE LINE COMMON TO PARCEL 4A OF THAT PARCEL MAP FILED FOR RECORD JULY 9, 1970 IN BOOK 270 OF MAPS AT PAGE 21, SANTA CLARA COUNTY RECORDS, AND PARCEL 2A OF THAT PARCEL MAP FILED FOR RECORD APRIL 10, 1970 IN BOOK 266 OF MAPS AT PAGE 32, SAID COUNTY RECORDS. EXCEPTING THEREON THAT PORTION LYING WITHIN PARCEL ONE ABOVE. ASSESSOR'S PARCEL NO.: 21 6-33-025 2 EXHIBIT E Recording Requested By and. When Recorded Mail to: - ---------------------------- - ---------------------------- - ---------------------------- - ------------------------------------------------------------------------------- MEMORANDUM OF LEASE This Memorandum of Lease ("Memorandum") is executed as of the ____ day of September, 2000, between Rainbow Property Management, LLC, a California limited liability company ("Landlord") and Coloconnection, Inc., a Florida corporation ("tenant"), and is as follows: 1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that certain real property in the City and County of Santa Clara, State of California more particularly described in Exhibit A which is attached hereto (the "Premises") on the terms and conditions set forth in a certain Net Premises Lease dated for reference purposes only September 13, 2000 (the "Lease"), the provisions of which are hereby incorporated into this Memorandum by this reference. The Premises includes, without limitation, rights now or hereafter appurtenant to the Premises and any and all improvements now or hereafter located thereon. 2. LEASE TERM. The term of the Lease shall commence October 1. 2000, and shall expire on September 30, 2020, except that Tenant has two (2) options to extend the term of the Lease for additional terms of 60 months each, unless sooner terminated by Landlord or Tenant pursuant to the terms of the Lease. 3. RIGHT OF FIRST OFFER TO PURCHASE. Landlord hereby grants to Tenant the right of first offer to purchase the Premises, on all of the terms arid conditions stated herein and in the Lease. 4. FURTHER INFORMATION. Any party who wishes to obtain further information concerning the Lease may contact: _____________________ 5. BINDING EFFECT. Provisions of the Lease to be performed by Landlord or Tenant, whether to be performed on the Premises or in any other location, and whether affirmative or negative in nature, are intended to arid shall inure to the benefit of and bind Landlord and Tenant, respectively, and their respective heirs, administrators, executors, successors, and assigns at any time. 6. PURPOSE OF MEMORANDUM. This Memorandum is prepared for the purpose of recordation and it in no way modifies the provisions of the Lease referred to above. 1 Executed as of the date first set forth above. LANDLORD: TENANT: Rainbow Property Management, LLC, Coloconnection, Inc., a Florida a California limited corporation liability company - ----------------------------- ---------------------------------- Dan Burfeind, Manager By: ------------------------------- Its: ------------------------------- - ----------------------------- ---------------------------------- Dianne G. Burfeind, Manager By: ------------------------------- Its: ------------------------------- 2 STATE OF CALIFORNIA ) ) ss: COUNTY OF SANTA CLARA ) On ___________ before me, ____________, Notary Public, personally appeared ___________________ personally' known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity' upon behalf of which the person(s) acted, executed the instrument. WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) STATE OF CALIFORNIA ) ) ss: COUNTY OF SANTA CLARA ) On ___________ before me, ____________, Notary Public, personally appeared ___________________ personally' known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity' upon behalf of which the person(s) acted, executed the instrument. WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) 3 STATE OF CALIFORNIA ) ) ss: COUNTY OF SANTA CLARA ) On ___________ before me, ____________, Notary Public, personally appeared ___________________ personally' known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity' upon behalf of which the person(s) acted, executed the instrument. WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) STATE OF CALIFORNIA ) ) ss: COUNTY OF SANTA CLARA ) On ___________ before me, ____________, Notary Public, personally appeared ___________________ personally' known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity' upon behalf of which the person(s) acted, executed the instrument. WITNESS my' hand and official seal. - ----------------------------------- Notary Public (Seal) 4 EXHIBIT "F" Mr. Alex Johnson Don L. Beck Associates 10050 North Foothill Boulevard Cupertino, California 95014 August 23, 2000 P10313 RE: Agreement for Environmental Consulting Services 3030 Corvin Drive Santa Clara, California Dear Mr. Johnson: Thank you for requesting our agreement for investigative services at the 3030 Corvin Drive facility. This document will serve as our agreement to work together. THE PROJECT It is our understanding that Your client plans to lease the 3030 Corvin Drive facility and, that under conditions of the lease, they will be responsible only for contaminants they generate at the site. This investigation is designed o evaluate existing subsurface conditions at the facility so that your client has a "baseline" prior to occupying the facility. The site is bordered by Kifer Road to the south, Copper Road. to the west, Central Expressway to the north, and Corvin Road to the east. LOCAL EXPERIENCE Since 1969, Lowney Associates has provided geotechnical and environmental services for more than 5,000 projects. We have prepared this agreement based on our previous work in the area, our site visit and discussions with you. PROJECT TEAM Our team consists of Stason I Foster, Principal in Charge, and Douglas T. Young, Project Manager. We are prepared to begin the following scope of work. -------------------- Recent Awards 1999 APWA 1998 C2ELSQG 1995 CELSOC 1994 CFLcOC -------------------- SCOPE OF SERVICES We propose the following scope of work to evaluate soil and ground water quality near the facility by 1) reviewing available environmental records from sites near the facility, 2) collecting a water sample from an existing on-site monitoring well (MW-12), and 3) analyzing soil and ground water samples from a boring drilled in the vicinity of the proposed aboveground fuel storage area. DOCUMENT REVIEW We will review case histories that are on record at the Santa Clara Valley Water District (SCVWDI) for facilities that are adjacent to and either up- or cross-gradient to the Site. Review of these facility records may assist in refining the analytical resting program for the site. 2 ------------------ SOIL SAMPLING HELPS DOCUMENT BASELINE CONDITIONS AND POSSIBLE SOURCES OF CONTAMINATION ------------------ FIELD INVESTIGATION We plan to drill one soil boring in the proposed fuel storage area to obtain baseline chemical data from soil and ground water samples. Pre-Field Activities: Prior to beginning work, we will contact Underground Service Alert (USA) to attempt to locate public underground utilities in the area of our exploratory boring. Please note that USA will not mark private utility locations. We will need you to mark any private utilities at the site or provide us with utility plans prior to on-site drilling. We recommend using a private utility locator to help reduce the risk of damaging underground utilities during drilling, especially on sites where little information is available regarding existing underground utilities. We are nor. responsible for damage to underground structures. Subsurface Explorations Our field engineer or scientist will direct a subsurface exploratory program, supervise, log, and sample one exploratory boring to a depth of approximately 25 feet. Ground water is anticipated to be at a depth of between 20 and 25 feet. The subsurface investigation will be performed using a limited access rig equipped with Direct Push Technology equipment. The boring will be advanced by hydraulically driving a 2-inch diameter by 4-foot-long open sampler with an interior clear acetate sample liner. After being driven to a depth of 4 feet, the sampler will be retracted to the surface. The soils sampled at approximately 5-foot intervals will be Jogged using the Unified Soil Classification System (ASTM D-2487). Soil vapors from each sample will be monitored with an organic vapor meter (OVM). The soil will he placed in a Ziploc(TM) hag for several minutes; the bag then will be pierced with the OVM probe in order to record the organic vapor levels present. Soil samples for laboratory analysis will be collected in acetate liners. The ends of the liners will be covered in Teflon film, fitted with plastic end caps, taped, and labeled with a unique identification number. The samples then will be placed in an ice-chilled cooler and transported to a state-certified analytical laboratory with chain of custody documentation. 3 ------------------ GROUND WATER SAMPLING HELPS IDENTIFY IF ON-SITE SOURCES OF CONTAMINATION MAY EXIST ------------------ GROUND WATER SAMPLING Ground water will be collected through the direct push drive rods using a small diameter bailer and placed in appropriate sample bottles labeled with a unique identification number. The samples then will be placed in an ice-chilled cooler and transposed to a state-certified analytical laboratory with chain of custody documentation. Sampling of Monitoring Welt MW-12: Ground .Water from the monitoring well MW-12 will be sampled in general accordance with EPA guidelines. A Teflon bailer or submersible pump will be used to purge a minimum of three well casing volumes of water from the well. After purging, the volume, pH, temperature, and conductivity measurements will be recorded. In general, these measurements stabilize (consecutive readings within 10 percent) after three to four well volumes. If, alter the third well volume, the pH and conductivity have not stabilized, additional well volumes will be removed until these measurements do stabilize. if the yield is low and the well pumped dry, the well will be allowed to recharge to the 50 percent level before sampling. 4 Ground water samples will be collected using a Teflon hailer and placed in appropriate sample bottles labeled with a unique identification number. The samples then will be placed in an ice-chilled cooler and transported to a state-certified analytical laboratory with chain of custody documentation. SAMPLING EQUIPMENT DECONTAMINATION All sampling equipment will be thoroughly cleaned with an aqueous solution of tri-sodium phosphate and distilled water or steam cleaned Soil Cuttings, Steam Cleaning rinsate, and purged Ground Water Soil cuttings, steam cleaning rinsate, and purged ground water will be stored on-site in EPA approved drums. Our costs do not include handling or disposal of this material. After receipt of the analytical results, we could provide a cost estimate for disposal of these materials. If this is desired by you, please notify us. LABORATORY ANALYSES Four soil samples and two ground water samples will be analyzed at a state certified laboratory for total petroleum hydrocarbons in the diesel range (TPHd)(EPA Test Method 8015/8020), and volatile organic compounds (VOCs) (EPA Test Method 8240). All analyses will be performed on a standard one-week laboratory response time. ---------------------- IF THE SITE IS "CLEAN," WE DOCUMENT COMPLIANCE; IF PROBLEMS EXIST, WE HELP YOU WEIGHT BUSINESS DECISIONS AGAINST ENVIRONMENTAL LIABILITIES ---------------------- REPORT We will prepare a soil and ground water letter evaluation report presenting the results of our investigation and summarizing our conclusions and recommendations. Our conclusions and recommendations will be based on readily available information, observations of existing conditions, and our interpretation of the analytical data. The report will include a site plan showing sampling locations and copies of permits and laboratory data sheets. 5 FEES AND TERMS We will perform the above tasks for the fixed fees presented in Table 1, per the attached terms and conditions. Percent complete invoices will be issued on a monthly basis. Any requested contract changes will need to he approved in writing before we can proceed. The project cost is based on reported conditions at the site to date. Should any significant factor be encountered other than as represented at the time of this proposal, such as difficulty in accessing the Site with our drilling equipment or deeper than anticipated ground water levels, we reserve the right to adjust our fees in a reasonable manner. TABLE 1. FIXED FEES FOR ENVIRONMENTAL SERVICES Document Review ................................................... $ 792 Pre-Field Activities .............................................. 396 Subsurface Exploration ............................................ 1,628 Monitoring Well MW-12 Sampling .................................... 560 Laboratory Costs .................................................. 1,395 Office Coordination, Data Intrepretation, and Report Preparation .. 806 TOTAL ........................................................ $5,577 Optional Task Utility Locator ................................................... $ 650 ADDITIONAL SERVICES Additional services requested by you that are not outlined in this agreement, such as attendance at project meetings and preparation Of draft reports, will be charged on a time and expense basis. Please let us know if you would like us to provide an estimate for any additional services, such as a geotechnical investigation. 6 SCHEDULE We are prepared to begin work within one week of receiving your authorization to proceed. Scheduling and performance of field work will take approximately two weeks to complete. All laboratory analyses will be performed on a standard one-week laboratory response time. After receipt of the laboratory results, review of the data and completion of our report will take approximately two addition-al weeks. We will strive to keep you informed of significant project developments and to he available to answer your inquiries. AUTHORIZATION Please acknowledge your receipt of and agreement with the terms contained in this agreement by signing below and returning one signed original to us. As soon as we receive a signed agreement, we will begin work. Thank you for choosing us to assist you with this project. If you have any questions, please call and we will be glad to discuss them with you. Very truly yours, Agreement accepted by: LOWNEY ASSOCIATES DON L. BECK AND ASSOCIATES Douglas T. Young, R.G. ----------------------------------------- Senior Environmental Geologist Signature Date ----------------------------------------- Please Print Name and Title 7 TERMS AND CONDITIONS OF AGREEMENT 1. AGREEMENT Lowney's services are defined by and limited to (1) those services (the "Work") described in the attached proposal, which is incorporated by this reference and these Terms and Conditions of Agreement ("Terms and Conditions"). Together, the proposal and Terms and Conditions form our Agreement. This Agreement represents the parties' entire agreement and supersedes all prior negotiations, representations, or agreements, either written or oral. The Agreement can only be ended by a written instrument signed by both the Client and Lowney. Failure to immediately enforce any provision in this Agreement shall not constitute a waiver of right to enforce that provision or any other provision. 2. MISCELLANEOUS CHARGES Expenses and other similar project-related costs are billed at cost plus eighteen and one-half (181/2%) percent. Telephone costs, computer usage charges, and computerized control of project charges will be additionally billed at five (5%) percent of the total project charge. Reproduction charges will be billed at twenty-five cents ($.25) per page plus the technical assistant's time billed at their hourly rate. Fax transmissions will be charged at fifty cents ($0.50) per sheet. Fixed fee services will be ______________ for the agreed fixed fee sum. 3. TERMS OF PAYMENT The Client's obligation to pay for the Work is in no way dependent upon the Client's ability to obtain financing or dependent upon the Client's successful completion of the project. Payment for Work and expenses shall be due and payable upon receipt of Lowney's statement. To be recognized, any dispute over charges must be claimed in writing within thirty (30) days of the billing date. Disputes or questions about a statement shall not be cause for withholding payment of remaining ___________ due. Amounts unpaid thirty (30) days after the issue date of Lowney's statement shall be assessed a service charge of one (1%) percent per month on balances outstanding to compensate Lowney for the cost and burden of administering the account and collecting fees owed. Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, including, but not limited to, fee provisions, the prevailing party in such a proceeding shall be entitled to, in addition to such other relief as may be granted, a reasonable sum of attorneys' fees and other costs. For purposes of this provision, "prevailing party" shall include a party which dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, in consideration substantially equal to the relief sought in the action or proceeding. Lowney may at its option withhold delivery of reports and other data pending receipt of payment for all Work rendered and shall have no liability to the Client for delay or damage caused because of such withholding. 4. INSURANCE Lowney, its officers, employees, and agents (hereinafter referred to as "Lowney") are protected by Worker's Compensation Insurance (and/or Employer's Liability Insurance), by Commercial General Liability Insurance for bodily injury and property damage, and by Professional Liability Insurance (including 8 Contractor's Pollution Liability Insurance), and will furnish certificates thereof upon request. Client specifically agrees that Lowney will not be responsible for property damage from any cause, including fire and explosion, beyond the amounts actually paid by Lowney's insurance carriers under Lowney's available insurance. 5. LIMITATIONS 5.1 Client recognizes the inherent risks connected with construction activities, geotechnical investigations, environmental investigations, and assessments. Client also recognizes that actual conditions at the site may vary from those observed by Lowney when performing the Work. Client specifically acknowledges and agrees that the interpretations and recommendations of Lowney are based on information actually reviewed and conditions actually observed by Lowney. Lowney shall not be responsible for the validity or accuracy of data collected by others or interpretations made by others. 5.2 The Client agrees to defend and indemnify Lowney from any and all claims, damages, costs and losses (including attorneys' fees and costs) arising out of or in any way related to the Work or the performance or non-performance of obligations under this Agreement except when the Claim arises from the sole negligence of Lowney where the claim arises from the willful, wanton, or reckless conduct of Lowney. 5.3 In performing its professional services, Lowney will strive to use that degree of care and skill ordinarily exercised, under similar circumstances, by members of its profession practicing in the same or similar locality and under the same standard of care. No warranty, expressed or implied, is made or intended by Lowney by the proposal for consulting services, the contract between Lowney and Client, or by furnishing oral or written reports of the findings made to the Client or any other person. 5.4 This paragraph limits Lowney's liability -- READ IT CAREFULLY. The Client understands and acknowledges that the Work poses certain risks to both Lowney and the Client. Client further acknowledges and agrees that the amount of risk that Lowney accepts by this Agreement is commensurate with the amount of compensation received under this Agreement for the Work. Lowney's fee for the Work is based on and reflects Client's agreement to limit Lowney's liability as described below. Client specifically acknowledges and agrees that but for this promise to limit Lowney's liability, Lowney's fee would be significantly higher to accommodate Lowney for the risks ____________ by the Work and entering this Agreement. Client acknowledges its right to discuss this provision with legal counsel and negotiate with Lowney regarding this provision and the proposed fee. In reliance on the foregoing and in consideration for the fee proposed, Client specifically acknowledges and agrees that, to the fullest extent permitted by law, Lowney's total liability for any and all injuries, claims, liabilities, losses, costs, expenses, or damages whatsoever including, without limitation, attorneys' fees and legal costs (hereinafter "Claims") to Client and any third party arising out of or in any way related to the Work or this Agreement from any cause or ____________ including, but not limited to, Lowney's negligence, errors, omissions, or breach of contract or any duty, is limited to and shall not exceed $50,000 or the amount of Lowney's fee, whichever is greater (Option 1) except when the Claim arises from the sole negligence of Lowney or where the 9 Claim arises from the willful, wanton, or reckless conduct of Lowney. In consideration of an additional fee of four (4%) percent of Lowney's total Work fee or $400, whichever is greater, Lowney will raise the limitation of liability up to the amount actually paid by Lowney's insurance carriers for the Claims under Lowney's available insurance coverage (Limitation Increase) if and only if Client makes its written request for the Limitation Increase before the commencement of the Work and Client and Lowney each initial and date this paragraph 5.4 below (Option 2) except when the Claim arises from the sole negligence of Lowney or where the Claim arises from the willful, wanton, or reckless conduct of Lowney. LIMITATION INCREASE: IT IS AGREED THAT LIMITATION OF LIABILITY INCREASED TO ACTUAL AMOUNT OF PROCEEDS PAID BY LOWNEY'S INSURANCE CARRIERS IN EXCHANGE FOR ADDITIONAL FEE OF FOUR (4%) PERCENT OF TOTAL CHARGE OR $400, WHICHEVER IS GREATER. - -------------- ---- -------------- ---- Client Initial Date Lowney Initial Date 5.5 Client agrees on its behalf and on behalf of Client's officers, directors, partners, principals, agents, employees, successors, representatives and assignees (collectively referred to as the "Client Group") that in no event shall any action or proceeding be brought against Lowney by Client or Client Group for any claim or cause of action arising from or in any way related to the Work or this agreement unless such action or proceeding is commenced within three (3) years from the Date of Completion of Work provided by Lowney under this Agreement. Client and Client Group agree and acknowledge that the limitations period set froth herein supersedes, replaces, and supplants any and all limitation periods which would otherwise apply including, but not limited to, those appearing in the California Code of Civil Procedure. The Date of Completion shall be the date of the final invoice for the Work performed under this Agreement. 5.6 If Client requests that Lowney's work product be relied upon by a third party, including, but not limited to, a lender, Client specifically agrees to provide the third party with a copy of these terms and conditions and Client agrees to limit Lowney's total liability to Client and any third party as described in paragraph 5.4 above, and Client agrees to defend and indemnify Lowney from any and all third party claims, damages, costs, and losses arising out of or in any way related to the Work or the performance or non-performance of obligations under this Agreement except when the Claim arises from the sole negligence of Lowney or where the Claim arises from the willful, wanton, or reckless conduct of Lowney. Any third party which accepts Lowney's work product does so under the strict understanding that the third party is bound by all provisions in these Terms and Conditions including, but not limited to, the provisions of paragraphs 5.4 and 5.5 above, and this paragraph 5.6. Every report, recommendation, finding or conclusion issued by Lowney shall be subject to the limitations stated therein. 6. SCOPE AND EXECUTION OF SERVICES 6.1 Lowney will serve the Client by providing professional counsel and technical advise based on information furnished by the Client. The Client will make available to Lowney all known information regarding existing and proposed conditions of the site, including the location of all underground utilities and installations, and will immediately transmit any new information that becomes available or any change in plans. When hazardous materials are known, assumed or suspected to exist at a site, Lowney may be required by law to take appropriate precautions to protect the health and safety of its personnel. Client hereby 10 warrants that if it knows or has any reason to assume or suspect that hazardous materials may exist at the project site, Client will immediately inform Lowney and warrants that Client has done its best to inform Lowney of the known or suspected hazardous materials' type, quantity, and location. Client and Lowney agree that Lowney shall not be responsible for any claims, damages, costs or losses arising from or in any way related to conditions not actually encountered during the course of Lowney's work and Lowney shall not have any liability or responsibility for losses resulting from inaccurate or incomplete information supplied by Client, and Client agrees to defend and indemnify Lowney against claims, damages, costs or losses arising from or in any way related to conditions not actually encountered during the course of Lowney's work and Lowney shall not have any liability or responsibility for losses resulting from inaccurate or incomplete information supplied by Client, and Client agrees to defend and indemnify Lowney against claims, damages, costs or losses arising therefrom. Lowney shall not be liable for failing to discover any condition the discovery of which would reasonably require the performance of services not authorized by Client. 6.2 Lowney will diligently proceed with its services and will submit its report in a timely manner, but it is expressly agreed and understood by Client that Lowney shall not be held responsible for delays occasioned by factors beyond its control, nor by factors which could not reasonably have been foreseen at the time of the execution of the Agreement between the parties. Lowney will not be responsible for any damages, consequential or otherwise, caused by delays in the completion of the Work. Lowney makes no warranties regarding time of completion of the Work. In the event that the Work is interrupted or delayed due to causes beyond Lowney's control including, but not limited to, acts of God, war, riot, insurrection, inclement weather, fire acts of third parties or governmental bodies, or matters within the control of Client), Lowney shall be paid compensation for labor, equipment, and other costs Lowney incurs in order to perform the Work for the Client's benefit during the interruption or delay. 6.3 The individual or individuals who contract with Lowney on behalf of the Client warrant that they are duly authorized agents of the Client and are empowered to so contract. 6.4 Unless otherwise agreed in writing, the Client shall be entitled to two copies of each report prepared by Lowney. 6.5 In the event that Lowney submits a proposal including these Terms and Conditions of Agreement, to provide professional services and the Client authorizes the Work by means of a purchase order or other writing ("Confirmation"), it is expressly agreed that these Terms and Conditions shall apply, and any terms, condition, or provisions appearing in the Confirmation are void and inapplicable except to the extent the Confirmation authorizes the Work and binds Client to this Agreement. 7. SITE SAFETY 7.1 Lowney shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the job or the work of any contractor, subcontractor, or their 11 agents or employees, or any other person performing work or services on the job or at the site. 8. TERMINATION 8.1 Either party may terminate this Agreement by giving the other party seven (7) days' written notice. Notice shall be effective as of the date of deposit in the U.S. Mail of the written notice, properly addressed to the person to be notified. In the event that the Client requests termination of the services prior to completion of Work, Lowney reserves the right to complete such analyses and records as may be necessary to place its files in order and, where considered necessary to protect its professional reputation, to complete a report on the services performed to date. A termination charge of 10 percent of the total contract amount in addition to all costs incurred to the date of Work stoppage may be made at the discretion of Lowney. 9. OWNERSHIP OF DOCUMENTS 9.1 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by Lowney, as instruments of Work, shall remain the property of Lowney. Client agrees that all reports and other services furnished to the Client or its agents, that are not paid for, will be immediately returned upon demand and will not be used by the Client for any purpose whatsoever. Client warrants that Lowney, in order to perform its Work under this Agreement, has the unrestricted license and right to use any information provided to Lowney by the Client or others. 10. RIGHT OF ENTRY 10.1 The Client will provide for right of entry of Lowney personnel and all necessary equipment, in order to complete the Work. While Lowney will take all reasonable precautions to minimize any damage to the property including underground utilities, it is acknowledged and agreed by Client that in the normal course of the Work some damage may occur, the correction of which is not part of this Agreement. Accordingly, Client shall waive any claim against Lowney and agree to defend and indemnify Lowney from any claims arising from entering or working on the site which is the subject of the Work. 11. MONITORING OF CONSTRUCTION The Client hereby acknowledges and understands that unanticipated or changed conditions may be encountered during construction. Further, there is a substantial risk to both the Client and to Lowney if Lowney is not engaged to provide complete services, including but not limited to, construction observation services. Such risks include the increased likelihood of misinterpretation of Lowney's findings and conclusions, and error in implementing recommendations by Lowney. Therefore, if the Client fails to retain Lowney to provide complete services, the Client agrees to defend and indemnify Lowney against any and all claims, damages, costs and losses arising out of or in any way related to the Work or arising out of implementing or interpreting Lowney's work product except when the Claim arises from the sole negligence of Lowney or where the Claim arises from the willful, wanton, or reckless conduct of Lowney. 12 12. DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS 12.1 Hazardous materials or other toxic substances may exist at a site where there is no reason known to Client to believe they could or should be present. Lowney and Client agree that the discovery of unanticipated potentially hazardous materials constitutes a changed condition mandating a renegotiation of the scope of Work or termination of Work. Lowney and client also agree that the discovery of unanticipated potentially hazardous materials may make it necessary for Lowney to take immediate measures to protect public health, safety, and the environment. Lowney agrees to notify Client as soon as practically possible should unanticipated hazardous materials be encountered. Client encourages Lowney to take any or all measures that in Lowney's professional opinion are justified to preserve and protect the health and safety of Lowney's personnel, the public, and the environment, and Client agrees to compensate Lowney for the cost of such services. Further, the Client agrees to defend and indemnify Lowney from any and all claims, damages, costs, and losses arising out of or in any way related to subsurface sampling, including, but not limited to, claims, damages, costs and losses arising from cross-contamination except when the Claim arises from the sole negligence of Lowney or where the Claim arises from the willful, wanton, or reckless conduct of Lowney. 13. CONTAMINATION OF A WATER-BEARING ZONE 13.1 Subsurface sampling may result in unavoidable contamination of certain subsurface areas, as when a probe or boring is advanced or drilled through a contaminated area, into a clean soil or a water-bearing zone. Because of the risks posed by such Work, and because subsurface sampling is often a necessary part of Lowney's Work, the Client hereby agrees to waive all claims against Lowney that in any way arise out of subsurface sampling, including claims relating to cross-contamination. 14. DISPOSAL OF SAMPLES AND DRILL CUTTINGS 14.1 Lowney shall hold samples collected during the performance of its Work no longer than 45 calendar days after issuance of any document that includes data obtained from them unless Client advises in writing otherwise: drill cuttings will be left on site. In the event that soil, rock, water or drill cuttings, and/or other samples or material are contaminated or are suspected to contain hazardous materials or other toxic substances hazardous or detrimental to public health, safety, or the environment as defined by federal, state or local statutes, regulations or ordinances, Lowney will, after completion of testing, notify the Client of same in order for the Client to arrange for the disposal of samples and materials. The Client recognizes and agrees that Lowney at no time assumes title to said samples and/or materials. The Client, not Lowney, remains ultimately responsible for selecting the disposal or treatment facility to which such samples and/or materials are to be delivered. The Client agrees to pay all costs associated with any storage, transport, and disposal of samples and materials, and to defend and indemnify Lowney from any and all claims arising out of or in any way related to the storage, transport, and disposal of asbestos, hazardous or toxic substances, or pollutants, including but not limited to, any samples and/or materials. 13 15. MISCELLANEOUS PROVISIONS 15.1 The term "indemnify" shall mean indemnify, defend, and hold harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses including, but not limited to, reasonable attorneys' fees and all legal expenses and fees incurred on appeal, and all interest thereon ("claims"), accruing or resulting to any and all persons, firms, or any other legal entities, on account of any damages or losses to property or persons, including death, or economic losses, arising out of the item, manner, action or inaction specified in the specific provision. 15.2 This Agreement shall be governed by California law. The venue for any legal action brought pursuant to this Agreement shall be located within the County of Santa Clara, State of California. 15.3 Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favor of a third party against either the Client or Lowney. 15.4 The Client and Lowney, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Client shall not assign this Agreement or any right or cause of action hereunder without the written consent of Lowney. 15.5 Unless specified otherwise by Lowney, this quotation shall not remain in effect after thirty (30) days of the proposal date. 15.6 Lowney maintains a General Engineering A license (No. 682286) and Hazardous Substances Removal and Remedial Actions Certification with the State of California which are regulated by the Contractors State License Board. Any questions concerning a contractor may be referred to the Registrar, Contractors State License Board, P.O. Box 26000, Sacramento, California 95826. 15.7 Client agrees that Lowney may use and publish Client's name and a general description of Lowney's services with respect to the project in describing Lowney's experience and qualification to other clients or prospective clients. 15.8 Client acknowledges and agrees that it has received and reviewed these Terms and Conditions and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. 14 EXHIBIT "G" FORM OF LETTER OF CREDIT --------------------- --------------------- --------------------- --------------------- Contact Phones: -------- IRREVOCABLE LETTER OF CREDIT __________, 2000 Our irrevocable Letter of Credit: No. --------------------------------------- Beneficiary: Applicant: - --------------------- ------------------------------------------- - --------------------- - --------------------- Amount: Exactly USD $_____ (_______ Dollars) Final Date of Expiration: ------------------ We (the "Bank") hereby issue our irrevocable Letter of Credit No. _______________ in Beneficiary's favor for the account of the above-referenced Applicant, in the aggregate amount of exactly USD $________________ This Letter of Credit is available with us at our above office by presentation of your draft drawn on us at sight bearing the clause: "Drawn under No. ______________ [INSERT NAME OF BANK] Letter of Credit No. _____________"and accompanied by the following: 1. Beneficiary's signed certification purportedly signed by an authorized officer or agent stating: (A) "Such amount is due to the Beneficiary as landlord tinder the terms and conditions of that certain lease agreement dated __________, 2000 for premises known as the _____________________________________________________________________________; or (B) "The Bank has notified us that this Letter of Credit will not be extended beyond the current expiration date of this Letter of Credit and Applicant has not delivered to Beneficiary at least thirty (30) days prior to the current expiration of this Letter of Credit a replacement Letter of Credit satisfactory to Beneficiary." 2. The original of this Letter of Credit. Special conditions: 1 EXHIBIT "G" Partial draws under this Letter of Credit are permitted. Notwithstanding anything to the contrary contained herein, this Letter of Credit shall expire permanently without renewal on _______ __, ____. This Letter of Credit shall be automatically extended for an additional period of one (1) year, Without amendment, from the present or each future expiration date but in any event not beyond ________________ which shall be the final expiration date of this Letter of Credit, unless, at least thirty (30) days prior to the then current expiration date we notify you by registered mail/overnight courier service at the above address that this Letter of Credit will not be extended beyond the current expiration date. We hereby agree with you that all drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation to us of the documents described in Paragraph 1 above on or before the expiration date of this Letter of Credit, without inquiry as to the accuracy thereof and regardless of whether Applicant disputes the content of any such documents or certifications. This Letter of Credit may only be transferred in its entirety by the issuing bank upon our receipt of the attached Exhibit "A" duly completed and executed by the beneficiary and accompanied by the original letter of credit and all amendment(s), if any. All transfer fees shall be charged to Applicant. Except so far as otherwise expressly stated, this documentary credit is subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber Of Commerce Publication No. 500. - ----------------------------------- By: -------------------------------- Authorized signature Please direct any correspondence including drawing or inquiry quoting our reference number to the above referenced address. This document consists of two pages. 2 EXHIBIT "A" DATE: TO: RE: GENTLEMEN: FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO: (NAME OF TRANSFEREE) (ADDRESS) ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS TRANSFER. BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY. THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER. SINCERELY, - ----------------------------------------------- (BENEFICIARY NAME) - ----------------------------------------------- SIGNATURE OF BENEFICIARY - ----------------------------------------------- SIGNATURE AUTHENTICATED - ----------------------------------------------- (NAME OF BANK) - ----------------------------------------------- AUTHORIZED SIGNATURE EX-10.2 5 g81998exv10w2.txt EX-10.2 BASIC LEASE INFORMATION Exhibit 10.2 BASIC LEASE INFORMATION RIDER T-REX TECHNOLOGY CENTER OF THE AMERICAS @ MIAMI The terms of this Basic Lease Information Rider ("Rider") contain fundamental information relating to the Lease, many of the principal economic terms, the commencement dates, and related obligations. The Rider and the Lease are, by this reference, hereby incorporated into one another. Terms defined herein apply both fox the purpose of this Rider and the Lease. Capitalized terms that are defined in the Lease have the same meaning when used in this Rider, In the event of any conflict between the terms of the Rider and the terms of the Lease, the terms of the Rider shall control. 1. Lease Date: October 16, 2000 ("Effective Date"). 2. Landlord: Technology Center of the Americas LLC, a Delaware limited liability company. 3. Tenant: NAP of the Americas, Inc., a Florida corporation. 4. Building: The Building is a building to be built and consisting of the improvements to the real property described and depicted on Exhibit A. The address of the Building is 50 Northeast Ninth Street, Miami, Florida 33132. 5. PREMISES: A. The Premises is located on the second floor of the Building and is shown on Exhibit B-1 attached to the Lease. In addition to Tenant's right to use and occupy the Premises, Tenant shall be entitled to use and occupy, for the placement of its Ancillary Equipment, the Tenant's Equipment Area. For purpose of this Rider and the Lease, the term "Ancillary Equipment" includes, but is not limited to, Tenant's back- up generator and related fuel storage tanks, antennas, dry coolers and related heating, ventilation and air conditioning ("HVAC") systems and equipment, fiber optic cable, conduits, horizontal and vertical shafts; electrical and power vaults, power lines from the main entry point into the Building, power lines from Tenant's back-up generator, and related systems and equipment. For the purpose of this Rider and the Lease, the term "Tenant's Equipment Area" means the risers, equipment pods, platforms and/or structurally supported roof areas identified and allocated for Tenant on Exhibit B-2 attached to the Lease. B. Tenant shall have access to the Premises and to Tenant's Equipment Area twenty-four (24) hours per day, seven (7) days per week. Tenant shall obtain, in advance and at its own cost, all permits and approvals required from any municipal or governmental authority necessary for it to use and occupy Tenant's Equipment Area for Tenant's intended purposes and to install Tenant's Ancillary Equipment. Landlord's prior written approval, not to be unreasonably withheld, shall be obtained with respect to the specific equipment Tenant desires to place in Tenant's Equipment Area. Tenant acknowledges that Landlord may have reserved certain risers, pads, roof locations, and similar areas of the Building for lease to tenants who have in excess of building standard need for such areas. 6. RENTABLE AREA: The Rentable Area of the Premises is 149,184 square feet on the second floor of the Building. The Rentable Area consists of (i) the rentable square footage of the Premises for either full floor or partial floor tenants (as appropriate), increased by (ii) a common equipment core factor (the "Equipment Core Factor") of 1.24. The Equipment Core Factor has been computed by Landlord's architect and takes into account the areas of the Building (of which Tenant's Equipment Area is a pad) made available to tenants of the Building for the location of their Ancillary Equipment. At Landlord's or Tenant's request, the floor area of the Premises shall be remeasured by Landlord's architect after possession of the Premises is delivered to Tenant (but before the Rent Commencement Date), and to the extent the floor area ]S revised as a result of such remeasurement, the rentals and other charges set forth herein shall be equitably and proportionately adjusted (and the parties shall execute a written lease amendment to confirm the changes, if any). 7. PROPORTIONATE SHARE: Tenant's Proportionate Share is a fraction, stated in decimal terms, the numerator of which is the Rentable Area of the Premises and the denominator of which is 745,922. Tenant's Proportionate Share is agreed to be twenty percent (20.00%) (unless Tenant occupies additional space, in which event Tenant's Proportionate Share shall be recomputed, by using the increased Rentable Area as the numerator and 745,922 as the denominator). 8. LEASE COMMENCEMENT DATE AND DELIVERY DATE: It is understood and agreed that, notwithstanding the fact that the Lease Commencement Date and the Delivery Date shall be the same date, which shall be the date of substantial completion of Landlord's Work as described in Exhibit C to the Lease, this Lease shall be effective on the Effective Date. It is understood and agreed that in the event that Tenant is authorized to have access to the Premises prior to the Delivery Date all of the terms and conditions of this Lease, except for the obligation to pay Base Rent and, if applicable, Additional Rent, shall commence in accordance with paragraph 9 below, the terms and conditions of this Lease shall then be in effect. 9. RENT COMMENCEMENT DATE: The Rent Commencement Date is ninety (90) days following the Delivery Date. The Rent Commencement Date is the date on which the Base Rent and the Additional Rent shall commence being paid by Tenant. 10. EXPIRATION DATE: The last day of the month which is twenty (20) years after the Rent Commencement Date, subject to the terms contained in Section. 11. LEASE TERM: From the Lease Commencement Date to the Expiration Date, unless extended or sooner terminated in accordance with the Lease. 12. RENEWAL OPTIONS: A. Landlord grants to Tenant two (2) options to extend the Lease Term for an additional period of five (5) years each ("Renewal Term"), under the terms and conditions hereinafter set forth. Tenant may only validly exercise the aforesaid options to extend if: (a) the Lease is in fill force and effect at the time of the exercise of said option, and the Tenant is not in default of the Lease at such time and at the time that the extension of the Term would take effect; (b) Tenant shall be in possession of the entire Premises, except to the extent that a different party is properly in possession of all or any part of the Premises pursuant to the terms of the Lease, and (c) Tenant shall have exercised the option to extend by delivering a notice (the "Notice") in writing to the Landlord not later than twelve (12) months prior to the expiration of the then-current Lease Term. Failure to exercise the first option shall result in the automatic termination of the second option. B. The Base Rent for each Renewal Term shall be the then-effective "Market Rent" as determined in accordance with this section, but in no event shall such Market Rent be less than the Base Rent in effect at the conclusion of the prior Term. "Market Rent", including escalations for successive years, shall be determined by Landlord in its reasonable judgment. Landlord's determination shall be based upon then-current and projected rents in the Building, adjusted for any special conditions applicable to such space and lease;, for location, length of term, amounts of space and other factors that Landlord deems relevant in computing rents for space in the Building, including adjustments for anticipated inflation. Landlord shall determine the Base Rent for the first year of any Renewal Term on a price per square foot basis ("Renewal Term Rental Rate"). The Renewal Term Rental Rate shall then be multiplied by the Rentable Area. Thereafter, the first year Base Rent for the Renewal Term will be annually adjusted (on the anniversary date of the beginning of the Renewal Term) by three percent (3.0%) compounded annually. Landlord shall provide Tenant in writing with its determination of the then-effective Market Rent within thirty (30) days after receipt of the Notice. Landlord and Tenant shall negotiate in good faith to agree upon such Market Rent; provided, however, that if Tenant is not satisfied with Landlord's determination of Market Rent, Tenant may, prior to the day nine (9) months before the Expiration Date for the then current Lease Term either (i) withdraw the Notice, or (ii) submit the determination of Market Rent to Binding Arbitration pursuant to the provisions of paragraph 12C of this Rider. The election of (i) or (ii) shall be in writing. C. If Tenant elects Binding Arbitration to determine the Market Rent, then with such election Tenant shall identify an independent real estate 2 appraiser licensed in Miami, Dade County, Florida, with at least ten (10) years experience in telecommunications leasing and appraising in the central downtown business district. Landlord shall, within fifteen (15) days, select a similarly experienced appraiser, and the TWO promptly shall select a third appraiser with similar qualifications. The appraisers shall be instructed to determine within thirty (30) days the Market Rent for the Premises as of the beginning of the Renewal Term in question, assuming (1) the Premises are delivered to a tenant in their "as-is" condition, but with all of Tenant's equipment removed (it being agreed that for this purpose Tenant's equipment shall not include light fixtures, HVAC systems and equipment and fire suppression system and equipment, which shall be deemed to remain in the Premises). The average of the two brokers who are closest together in rental rate shall be deemed to be the Market Rent. The Market Rent so established shall be subject to Three percent (3.0%) annual increases, and in no event shall it be less than the Base Rent then in effect for the Premises increased by three percent (2.0%). All other economic and other terms of this Rider (including, by way of example only, the Additional Rent provisions) and of the Lease shall remain in fill force and effect Ewing any Renewal Term. Landlord and Tenant independently shall pay the appraiser they select and shall share equally the cost of the third appraiser. 13. BASE RENT: Beginning on the Rent Commencement Dale (it being understood that the table shown below reflects Base Rent for twenty (20) years from the Rent Commencement Date and which Base Rent begins at $16.00 per Rentable Square Foot and escalates at the rate of 3% compounded annually through the Term, and additionally increased by $1.50 per Rentable Square Foot after the fifth, tenth and fifteen years of the Term), Tenant shall pay the Base Rent described below, p]us applicable sales taxes and applicable local taxes

YEAR RENT/SF ANNUAL BASE RENT MONTHLY BASE RENT ---- ------- ---------------- ----------------- 1 $ 16.00 $ 2,386,944.00 $ 198,912.00 2 $ 16.48 $ 2,458,552.32 $ 204,879.36 3 $ 16.97 $ 2,532,308.89 $ 211,025.74 4 $ 17.48 $ 2,608,278.16 $ 217,356.51 5 $ 18.01 $ 2,686,526.50 $ 223,877.21 6 $ 20.05 $ 2,990,898.30 $ 249,241.52 7 $ 20.65 $ 3,080,625.24 $ 256,718.77 8 $ 21.27 $ 3,173,044.00 $ 264,420.33 9 $ 21.91 $ 3,268,235.32 $ 272,352.94 10 $ 22.56 $ 3,366,282.38 $ 280,523.53 11 $ 24.74 $ 3,691,046.85 $ 307,587.24 12 $ 25.48 $ 3,801,778.26 $ 316,814.85 13 $ 26.25 $ 3,915,831.61 $ 326,319.30 14 $ 27.04 $ 4,033,306.56 $ 336,108.88 15 $ 27.85 $ 4,154,305.75 $ 346,192.15 16 $ 30.18 $ 4,502,710.92 $ 375,225.91 17 $ 31.09 $ 4,637,792.25 $ 386,482.69 18 $ 32.02 $ 4,776,926.02 $ 398,077.17 19 $ 32.98 $ 4,920,233.80 $ 410,019.48 20 $ 33.97 $ 5,067,840.81 $ 422,320.07

14. ADDITIONAL RENT: Additional Rent consists of Tenant's Proportionate Share of the sum of Operating Charges, the Real Estate Taxes and any other expenses passed through to Tenant under the Lease, as more filly set forth in Article 5 of the Lease. 15. OPERATING CHARGES: As described in Article 5 of the Lease. 16. REAL ESTATE TAXES: As described in Article S of the Lease. 17. SECURITY DEPOSIT PAID: No security deposit shall be required to be paid hereunder. 18. USE OF PREMISES: The installation, operation, and maintenance of telecommunications equipment and transmission facilities, including, but not limited to, a local and long distance switch, node, customer co-location, public and private peering and related equipment, together with general offices and other uses normally related thereto and permitted by law. 19. PARKING SPACES: Tenant may lease up to its proportionate share of one hundred ten (110) parking spaces within the Building at the then-prevailing market rate for covered parking spaces within the central business district of Miami, Florida, and up to fifty (50) additional off-site, uncovered parking 3 spaces on an unreserved basis at a location to be designated by Landlord within one thousand (1000) feet of the Building at the then-prevailing market rate for parking spaces. Notwithstanding the foregoing, Landlord shall have the right, upon thirty (30) days' written notice to Tenant, to recapture up to five (5) of Tenant's parking spaces, if, in Landlord's reasonable discretion, Landlord elects to use such spaces for tenant equipment areas; provided, however, that Landlord shall recapture parking spaces proportionately from all tenants based substantially on their leaseable floor area in the Building. 20. TENANT'S ADDRESS FOR NOTICES: NAP of the Americas, Inc. 2601 South Bayshore Drive, Suite 900 Miami, FL 33133 Attn: Brian Goodkind 21. TENANT'S REPRESENTATIVE FOR BUILD-OUT: NAP of the Americas, Inc. 2601 South Bayshore Drive, Suite 900 Miami, FL 33133 Attn: Greg Lopez, Project Manager 22. TENANT'S APPROVED CONTRACTOR: Terremark Technology Contractors, Inc. 2601 South Bayshore Drive, Suite 900 Miami, FL 33133 Attn: Ed Jacobsen, President 23. BROKER(S): Landlord recognizes Telecom Routing Exchange Developers, Inc., as the brokers in connection with this transaction, and they shall be compensated pursuant to a separate letter agreement. 24. TENANT ACCESS FOR TENANT WORK: Tenant shall be &anted access to the Premises for the purpose of performing its Tenant Work commencing on the Delivery Date; provided, that in no event may Tenant commence any Tenant Work until Tenant has received Landlord's written approval of all of Tenant's plans and specifications for such work, the approval of Tenant's proposed contractor, and of the location of Tenant's Equipment within the Tenant's Equipment Area, which approval shall not be unreasonably withheld or delayed. Tenant shall pay a reasonable market rate fee to Landlord for its review of Tenant plans and supervision of Tenant's proposed construction. 25. EQUIPMENT TESTING: Tenant shall test and otherwise "exercise" its redundant HVAC and power equipment and facilities on a regular periodic basis, although such testing shall be in accordance with reasonable rules and regulations established by Landlord from time-to-time in its discretion for the purpose of reducing the inconvenience to other tenants of the Building, as well as synchronize the timing of exercising all equipment of all tenants in the Building. 26. MANAGEMENT. The Building shall be professionally managed for Landlord by a management company (which may be affiliated with Landlord) selected by Landlord. 27. CORPORATE GUARANTY. Terremark Worldwide, Inc. has executed a corporate Guaranty of Lease, winch is attached to the Lease and made a part thereof as Exhibit F. 28. TENANT EXECUTION AND DELIVERY. Notwithstanding anything to the contrary herein or in the Lease, Tenant expressly covenants and agrees that the execution and delivery of this Rider and the tease by Tenant constitutes an offer by Tenant to lease the Premises on the terms and conditions stated in the Rider and Lease, and that Tenant may not withdraw this offer to lease unless Landlord fails to execute arid deliver fully executed counterparts of the Rider and Lease on or before 5:00 pm (EST), Friday, October 27, 2000. 4 29. COVENANTS. Landlord covenants that, except for its p re-existing lease to Global Crossing Telecommunications, Inc., it shall not lease any space within the Building to the following entities which are "NAP'" providers: PAIX, InterNAP, GlobalNAP, Teleplace, or any existing or planned "MIX's", "NAP's" or "MAE's". The parties further agree and acknowledge that Tenant shall have the exclusive right to provide a general building cross-connection point for telecommunications services within the Building, also known as a "meet me room". The rates charged by the Tenant to tenants in the Building for connection to the cross-connection point (meet me room) shall not exceed the current market rates ("Current Market Rates") in effect for such services from time to time. The existing market rates ("Existing Rates") for each individual connection to the cross-connection point (meet me room) are as follows: T1/El - $50/$75 per connection; DS3 - $200 per connection; OC-3 - $295 per connection. The Existing Rates shall not be subject to adjustment in accordance with changes in the Current Market Rates for a period of one (1) year from the date of this Lease. Thereafter, the Existing Rates shall be adjusted in accordance with changes in the Current Market Rates then in effect. In no event shall this general building cross-connection point preclude other tenants in the Building from using the riser space within the Building to service their own conduit or to interconnect with others who are co-locating in such tenant's space. 30. TENANT IMPROVEMENTS. Tenant covenants and agrees to spend at least $266.67 per square foot of Rentable Area for tenant improvements (which for these purposes shall be deemed to include all hard and soft costs paid for tenant improvements and for equipment, and shall also include all fees and expenses paid by the tenant to consultant;, including fees and expenses paid to Telcordia, but excluding fees paid to Terremark Worldwide, Inc., T-Rex Miami, LLC or their respective Affiliates) within 18 months after the earlier of the Rent Commencement Date of this Lease or the substantial completion of the Building ("Completion Date"). In the event that such improvements are not completed on or before the Completion Date, such failure shall constitute a default by Tenant under this Lease. In order to evidence completion of such improvements and the expenditure of the sums set forth above, Tenant shall deliver substantiation of such expenditures to Landlord-within thirty (30) days of the expiration of the 18 month period described above. Any objections to such substantiation shall be given by Landlord to Tenant in writing and Tenant shall have thirty (30) days from its receipt of such notice to provide Landlord with evidence of compliance. 31. MODIFICATIONS TO LEASE. The parties hereby acknowledge that Sections 6.1(d) and 12.1 of the Lease are hereby deleted and of no further force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Basic Lease Information Rider on this ____ day of October, 2000, intending that it be, and the same hereby is, incorporated into and made a part of the T-Rex Technology Center of the Americas @ Miami Lease. (Executions continue on following page) 5 Attest: Tenant: [ILLEGIBLE] NAP of the Americas, Inc., a Florida corporation - ------------------- [ILLEGIBLE] By: /s/ BRAIN K. GOODKIND - ------------------- -------------------------------------------------- Name: Brian K. Goodkind Title: Senior Vice President Landlord: [ILLEGIBLE] Technology Center of the Americas, LLC, a Delaware - ------------------- limited liability company [ILLEGIBLE] By: /s/ MICHAEL KATZ - ------------------- ----------------------------------------- Vice President of Telecom Routing Exchange Developers, Inc., its Manager 6 T-REX TECHNOLOGY CENTER OF THE AMERICAS @MIAMI LEASE AGREEMENT - - STANDARD PROVISIONS THIS LEASE AGREEMENT ("Lease") is dated as of the 16th day of October, 2000, by and between Technology Center of the Americas LLC, a Delaware limited liability company ("Landlord"), and NAP of the Americas, Inc., a Florida corporation ("Tenant"). ARTICLE 1 INCORPORATION OF BASIC LEASE INFORMATION RIDER\ 1.1 The Basic Lease Information Rider ("Rider") attached hereto, and all of the defined terms contained therein, are incorporated herein by reference and made a part hereof. ARTICLE 2 PREMISES 2.1 (a) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, for the term and upon the conditions and covenants set forth herein. The Premises are outlined on EXHIBIT B-I, which is attached hereto for locational purposes only and by this reference made a part hereof. (b) In addition to the occupancy of the Premises, Tenant and its officers, employees, agents, customers and invitees also shall have the right to i he non-exclusive use of public parking areas (as distinguished from parking areas or portions hereof that are specifically licensed to tenants of the building from time-to-time during the Term hereof), walkways, landscaped areas, driveways and sidewalks within the Building that are designated by Landlord from time to time as areas for the common use of all tenants (the "Common Areas"). Landlord agrees to make the Common Areas continuously available to Tenant for the non-exclusive use by Tenant, other tenants and the their respective officers, employees, agents, customers and invitees during the Lease Term and any extension thereof, except when portions of the Common Areas temporarily may be unavailable for use by reason of repair work then being underway thereon and as a result of the temporary use of such Common Areas by Landlord and other tenants and their respective contractors while they are engaged in the construction and/or renovation of other areas of the Building. Landlord shall have the right from time to time temporarily to close the Common Areas to prevent the acquisition of public rights thereon. Landlord shall, as part of Operating Charges, operate and maintain the Common Areas during the Lease Term and any extensions thereof in good order and repair in accordance with the standards of comparable Buildings in the area in which the Premises are located. ARTICLE 3 TERM 3.1 The Lease Term shall be as set forth on the Rider and stall continue for the period set forth thereon. The Lease Team shall also include any renewal or extension of the term of this Lease as described in the Rider. 3.2 The Rent Commencement Date shall be the date set forth in the Rider. 3.3 "Lease Year" shall mean a period of twelve (12) consecutive months, the first such Lease Year to commence on the Lease Commencement Date; provided, however, that if the Lease Commencement Date is not the first day of a month, then the first Lease Year shall commence on the Lease Commencement Date and shall continue for tie balance of the month in which the Lease Commencement Date occurs and for a period of twelve (12) consecutive months thereafter. Each succeeding Lease Year shall be a period of twelve (12) consecutive months commencing immediately upon the expiration of the prior Lease Year. ARTICLE 4 BASE RENT 4.1 Commencing on the Rent Commencement Date and luring each Lease Year of the Lease Term, Tenant shall pay the Base Rent specified in the Rider attached hereto and made a part hereof. The Base Rent shall be due and payable in equal monthly installments, without notice, demand, setoff or deduction, in advance on the first day of each month during each Lease Year. 4.2 All sums payable by Tenant under this Lease shall be paid to Landlord in legal tender of the United States by wire transfer (in accordance with wire transfer instructions contained on SCHEDULE 4.2 attached hereto and made a part hereof, as same may be amended from time-to-time in accordance with the notice provisions of this Lease) or by check drawn on a U.S. bank (subject to collection), at the address to which notices to Landlord are to be given or to such other party or such other address as Landlord may designate in writing. Landlord's acceptance of rent after it shall have become due and payable shall not excuse a delay upon any subsequent occasion or constitute a waiver of any of Landlord's rights. If Tenant elects to pay by wire transfer, Tenant shall bear the full risk of receipt of hinds by 2:00 pm on the date due at Landlord's depository bank. In the event that Landlord's lender imposes special collection and bank account procedures on Landlord as a condition of Landlord's financing, Tenant agrees to cooperate frilly with Landlord in assisting Landlord in complying with such requirements and such modified terms shall be deemed to be made a part hereof. ARTICLE 5 OPERATING CHARGES AND REAL ESTATE TAXES 5.1 (a) Tenant shall also pay as additional rent ("Additional Rent"): (i) Tenant's Proportionate Share of the Operating Charges (as defined in Section 5.1(b)) incurred during each calendar year falling entirely or partly within the Lease Term and (ii) Tenant's Proportionate Share of the amount of Real Estate Taxes (as defined in Section 5.1(c)) incurred during each calendar year falling entirely or partly within the Lease Term. Tenant's Proportionate Share has been set forth on the Rider. In the event the number of square feet comprising the Premises increases or decreases, respectively, pursuant to any provision of this Lease or of the Rider, or in the event the number of square feet of rentable area in the Building increases or decreases, Tenant's Proportionate Share shall increase or decrease accordingly. Total Rentable Space for the Building may change from time to time. Therefore, if and when same occurs, Tenant's Proportionate Share will be appropriately adjusted and Landlord will provide Tenant with a written statement describing the adjustment. (b) Operating Charges shall mean all costs and expenses incurred by the Landlord in the operation of the Building, including without limitation, those items set forth on SCHEDULE 5.1(B) attached hereto and made a part hereof. (c) Real Estate Taxes shall mean (1) all real estate taxes, vault and/or public. space rentals (including general and special assessments, if any), which are imposed upon Landlord or assessed against the Building and/or the land upon which the Building is located (the "Land"), (2) any other present or future taxes or governmental charges that are imposed upon Landlord or assessed against the Building and/or the Land which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by the rents payable by tenants of the Building, and (3) expenses (including reasonable attorneys', consultants' and appraisers' fees) incurred in reviewing, protesting or seeking a reduction of Real Estate Taxes. Real Estate Taxes will not include capital stock, succession, transfer, franchise, gift, estate or inheritance taxes imposed on Landlord. 5.2 (a) Tenant shall make estimated monthly payments to Landlord on account of the Operating Charges and Real Estate Taxes that are expected 10 be incurred during each calendar year. From time to time, Landlord will submit a statement to Tenant setting forth Landlord's reasonable estimate of such charges and the amount of Tenant's Proportionate Share thereof Tenant shall pay to Landlord on the first day of each month following receipt of such statement, until Tenant's receipt of the succeeding annual statement, an amount equal to one-twelfth (1/12) of such share (estimated on an annual basis). 2 (b) Within one hundred twenty (120) days following the end of each calendar year, Landlord shall submit a statement showing (1) Tenant's Proportionate Share of the actual amount of Operating Charges and Real Estate Taxes actually incurred during the preceding calendar year, and (2) the aggregate amount of Tenant's estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant s actual liability, then Tenant shall deduct the net overpayment from its next monthly payment(s) of estimated Operating Charges and Real Estate Taxes. If such statement indicates that Tenant's actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days of Tenant's receipt of such notice of excess due. Such statement of Operating Charges and Real Estate Taxes shall become binding and conclusive if not contested by Tenant within sixty (60) days after it is rendered. Notwithstanding anything to the contrary in the Lease, within sixty (60) days of Tenant's receipt of Landlord's statement, in the event any dispute arises between Landlord and Tenant as to Operating Charges and/or Real Estate Taxes, Tenant shall have the right, upon reasonable notice, to inspect and photocopy, if desired, Landlord's records concerning the Operating Charges and/or Real Estate Taxes of :he Building. If, after such inspection, Tenant continues to dispute Operating Charges and/or Real Estate Taxes, Tenant shall be entitled, within such sixty (60) day period, to retain an independent accountant or accountancy firm that has a specialty in auditing operating expenses to conduct an audit. The results of any such audit shall be completed not later than one hundred twenty days (120) days after Tenant's receipt of Landlord's statement. If as to any specific issue it is determined that Tenant has been overcharged, then Tenant shall receive a credit against the next month's required payment of Operating Charges in the amount of such overcharge. If the audit reveals that Tenant was undercharged, then, within thirty (30) days after :he results of such audit are made available to Tenant, Tenant shall reimburse Landlord for the amount of such undercharge. Tenant shall pay the cost of any audits requested by Tenant, unless any audit reveals that Landlord's determination of the Operating Charges and/or Real Estate Taxes was in error by more than five percent (5%), in which case Landlord shall pay the cost of such audit. Landlord shall be required to maintain records of the Operating Charges and Real Estate Taxes for the three-year period following each Operating Charges statement. To the extent either party owes any amount to the other, and such obligation arises at the end of the Term, such amount shall be paid in its entirety within thirty (30) days following the completion of the audit process. (c) If the Lease Term commences or expires on a day other than the first day or the last day of a calendar year, respectively, then Tenant's liability for Tenant's Proportionate Share of Operating Charges and Real Estate Taxes incurred during; such calendar year shall be equitably apportioned on a pro-rata basis. ARTICLE 6 USE OF PREMISES 6.1 (a) Tenant may use, occupy and operate the Premises in accordance with the use clause set forth in the Rider. Tenant agrees at all times during the Lease Term and any extensions thereof to comply with all applicable laws affecting the use of the Premises. (b) Tenant acknowledges and agrees that the precise location of equipment and cable outside of the Premises and within horizontal and vertical) shafts, risers and pathways within the Building, to the Building or between and among floors, both at the commencement of Tenant's occupancy and as same may be modified, expanded or adjusted from time-to-time after initial occupancy, shall be in conformity with plans and specification which have been approved in writing in advance by the Landlord, in Landlord's sole discretion, and shall otherwise be in accordance with Building Rules and Regulations attached as Exhibit E. With respect to the location of equipment and cable within the Premises, Landlord shall waive the right to review and approve such initial placement and any relocation thereof, with such approval not to be unreasonably withheld or delayed. (c) Tenant shall not use the Premises for any unlawful purpose or in any manner that will constitute waste, nuisance or unreasonable annoyance to Landlord or any other tenant of the Building, or in any manner that will increase the number of parking spaces required for the Building at full occupancy or otherwise as required by law. Except as 3 otherwise provided in this Lease, Tenant shall not generate, use, store, or dispose of any materials posing a health or environmental hazard in or about the Building, nor use or occupy be Premises in any manner which may result in an increase in Landlord's insurance premium payable in respect of the Building. Tenant shall comply with and conform to all present and future laws, ordinances, regulations and orders of all applicable governmental or quasi-governmental authorities having jurisdiction over the Premises, including those concerning the use, occupancy and condition of the Premises and all machinery, equipment and furnishings therein. The party installing the initial leasehold improvements described in Exhibit D hereto shall obtain the initial certificate of occupancy for the Premises. Any amended or substitute certificate of occupancy necessitated by Tenant's particular use of the Premises or any Alterations made by Tenant in the Premises shall be obtained by Tenant at Tenant's sole expense. (The foregoing sentence shall not be construed as to constitute the consent of the Landlord for any Alterations of the Premises.) Use of the Premises is subject to all covenants, conditions and restrictions of record. (d) Landlord agrees that Tenant may provide its telecommunications services, with no service restrictions in the Building for providing such services, through its fiber optic or other telecommunications network to other tenants or occupants in the Complex or Tenant's customers or vendors, provided that no other Building services or services of other telecommunications providers will be materially and adversely affected thereby. In the event that Landlord shall provide a "meet point room" in the Building (which meet point room, if provided, shall be in a location designated by Landlord), Tenant, at its option, may interconnect with other tenants or occupants of the Building or Tenant's customer or vendors though such a Building meet point room. If Tenant elects to utilize such meet point room, Tenant shall reimburse Landlord, within thirty (30) days of Landlord's demand, for Tenant's proportionate share (based on Tenant's share of the space available and utilized by Tenant for use in the meet point room) of Landlord's reasonable actual out-of-pocket expenses for developing, building, operating and maintaining the Building's meet point room to the extent not theretofore recovered by Landlord. Landlord shall have the right at any time to relocate such meet point room at Landlord's expense, in which event Landlord shall reimburse Tenant for Tenant's reasonable expenses incurred in connection with relocating its equipment to the relocated meet point room. Prior to the discontinuance of any existing meet point room in the Building in connection with such a relocation, Landlord shall have constructed a new meet point room and Tenant shall have had a reasonable opportunity to interconnect therein with the other tenants or occupants of the Building to which Tenant is providing its telecommunications services and with other telecommunications carriers. In addition, Landlord may at any time discontinue the use of any meet point room provided that, prior to such discontinuance, Tenant shall have had reasonable notice and opportunity to connect directly to other tenants of the Building to which it is providing its telecommunications services and to other telecommunications carriers, in which event Landlord shall reimburse Tenant for Tenant's reasonable expenses incurred in connection with such direct connections. Further, such "meet me" room shall have direct access to the interconnect! fiber termination point within the Tenant's Premises at the public or private peering point, and such connection shall be at no charge to Landlord throughout the Term, including any Renewal Term. 6.2 Tenant shall pay, within thirty (30) days of notice thereof, but in any event before delinquency, any business, rent or other taxes or fees that are now or hereafter levied, assessed or imposed upon Tenant's use or occupancy of the Premises, the conduct of Tenant's business in the Premises or Tenant's equipment, fixtures, furnishings, inventory or personal property. If any such tax or fee is enacted or altered so that such tax or fee is levied against Landlord or so that Landlord is responsible for collection or payment thereof, then Tenant shall pay to Landlord as Additional Rent the amount of such tax or fee within thirty (30) days of its having been assessed, but in no event in a fashion as to constitute a delinquency in the payment of such taxes, fees or assessments. Tenant shall also promptly pay any sales tax and/or other local tax now or hereafter in existence that is imposed. Any sales tax on rent shall be paid by Tenant to Landlord simultaneously with the monthly payment of Base Rent. Any such tax obligation shall be deemed Additional Rent. 4 6.3 (a) Except as otherwise provided in this Lease, Tenant shall not cause or permit any Hazardous Materials to be generated, used, released, stored or disposed of in or about the Building. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials and in compliance with all Environmental Laws. "Hazardous Materials" means (a) asbestos and any asbestos containing material and any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Law or any other applicable Law as a "hazardous substance," "hazardous material," "hazardous waste," "infectious waste," "toxic substance," "toxic pollutant" or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic Leaching Procedure (TCLP) toxicity, (b) any petroleum and drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources, and (c) any petroleum product, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special nuclear, or by-product material), medical waste, chlorofluorocarbon, lead or lead-based product, and any other substance whose presence could be detrimental to the Building or the Land or hazardous to health or the environment. "Environmental Law" means any present and future Law and any amendments (whether common law, statute, rule, order, regulation or otherwise), permits and other requirements or guidelines of governmental authorities applicable to the Building or the Land and relating to the environment and environmental conditions or t0 any Hazardous Material (including, without limitation, CERCLA, 42 U.S.C.ss. 9601 ET SEQ., the Resource Conservation and Recovery Act of 1976, 42 U.S.C.ss. 6901 ET SEQ., the Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801 ET SEQ., the Federal Water Pollution Control Act 33 U.S.C.ss. 1251 ET SEQ., the clean Air Act, 33 U.S.C.ss. 7401 ET SEQ., the Toxic Substances Control Act, 15 U.S.C.ss. 2601 ET SEQ., the Safe Drinking Water Act, 42 U.S.C.ss. 300f ET SEQ., the Emergency Planning and Community Right-To-Know Act, 42 U.S.C.ss. 1101 ET SEQ., the Occupational Safety and Health Act, 29 U.S.C.ss. 651 ET SEQ., and any so-called "Super Fund" or "Super Lien" law, any Law requiring the filing of reports and notices relating to hazardous substances, environmental laws administered by the Environmental Protection Agency, and any similar state and local Laws, all amendments thereto and all regulations, orders, decisions, and decrees now or hereafter promulgated thereunder concerning the environment, industrial hygiene or public health or safety). (b) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents, and, if applicable, Landlord's prime landlord under any ground lease to which Landlord is a party, and Landlord's lender(s), harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Invitee in or about the Building, whether before or after Lease Commencement Date. In addition, Tenant shall give Landlord immediate verbal and follow-up written notice of any actual or threatened Environmental Default, which Environmental Default Tenant shall cure at the sole expense of the `tenant in accordance with all Environmental Laws and to the satisfaction of Landlord and only after Tenant has obtained Landlord's prior written consent. An "Environmental Default" means any of the following by Tenant or any Invitee: a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises, the Land or the Building; an environmental condition requiring responsive action; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right, but not the obligation, to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to immediately address same to Landlord's satisfaction, to perform, at Tenant's sole cost and expense, any lawful action necessary to address same. This provision will survive the termination or expiration of this Lease, and any renewals, extensions or expansions thereof (c) Landlord represents and warrants that the Building is being constructed so as to be free of Hazardous Materials, except for those Hazardous Materials to be used in the operation of, or to be stored in, the Building in connection with the lawful occupancy and use of the Building for the purposes for which it is intended, with Landlord having obtained the necessary governmental approvals for the Hazardous Materials for which Landlord may be responsible. 5 ARTICLE 7 ASSIGNMENT AND SUBLETTING 7.1 Except as provided below, Tenant will not sell, assign, transfer, mortgage or otherwise encumber this Lease or sublet, rent or permit occupancy or use of the Premises or any part thereof by others, without obtaining the prior written consent of Landlord, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effectuated by operation of law or otherwise without the prior written consent of Landlord, which consent may be granted, withheld or conditioned in the sole and absolute discretion of the Landlord. Any such assignment, subletting or occupancy without the prior written consent of Landlord shall constitute an Event of Default, or, at the election of the Landlord, shall be void. Tenant shall pay all reasonable expenses (including attorney's fees) incurred by Landlord in connection with Tenant's request for Landlord to give its consent to any assignment, subletting or occupancy. 7.2 Provided, that Tenant shall not be in default of this Lease, and that Tenant shall not have engaged in acts or omissions which with the lapse of time would constitute a default of this Lease, any transfer, by operation of law or otherwise, of Tenant's interest in this Lease (in whole or in pad), or of a fifty percent (50%) or greater interest in Tenant (whether stock, partnership interest or otherwise), or any mortgaging or encumbering of any interest in Tenant, shall be deemed an assignment of this Lease within the meaning of this Article 7. The issuance of shares of stock to other than the existing shareholders is deemed to be a transfer of that stock for the purposes of this Article 7. If there has been a previous transfer of less than a fifty percent (50%) interest in Tenant, then any other transfer of an interest in Tenant which, when added to the total percentage interest previously transferred, totals a transfer of greater than a fifty percent (50%) interest in Tenant shall be deemed an assignment of Tenant's interest in this Lease within the meaning of this Article 7. Tenant shall be obligated to notify Landlord when a transfer of fifty percent (50%) or greater interest in Tenant is proposed. The provisions of this Section 7.2 shall not apply to the sale of shares by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, where such sale is effected through any recognized exchange or through the "over-the-counter market." 7.3 If Landlord shall validly decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its rights under this Article 7, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable attorneys' fees) resulting in connection with any claim relating to the proposed assignment or sublease that may I e made against Landlord by the proposed assignee or sublessee or by any brokers or other persons, including, without limitation, claims for a commission or similar compensation in connection with the proposed assignment or sublease. 7.4 In the event that (i) Landlord fails to exercise any of its options under this Article 7 and (ii) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within forty-five (45) days after the giving of such consent then, Tenant shall again comply with all of the provisions and conditions of this Article 7 before assigning its interest in this Lease or subletting any portion of the Premises. 7.5 The consent by Landlord to an assignment or to a subletting shall not relieve Tenant from obtaining the express consent in writing of Landlord b any further assignment or subletting. If Tenant's interest in this Lease is assigned, or if the Premises or any pad thereof is sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent payable hereunder, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the provisions of this Article 7 or of any default hereunder or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further observance or performance by Tenant of all covenants, conditions, terms and provisions on the part of Tenant to be performed or observed. 7.6 Notwithstanding anything to the contrary in this section, Tenant, without Landlord's consent may, (a) assign this Lease to any party into which Tenant is merged, consolidated or reorganized, or to which all or substantially all of Tenant's assets are transferred or sold, provided: (x) Landlord shall receive a copy of the executed transfer document promptly after execution, (y) Tenant or its successors by merger shall remain liable under this Lease, and (z) the transferee shall expressly assume Tenant's obligations under this Lease; and (b) upon prior written notice to Landlord, sublease the Premises to Tenant's affiliates. For purposes of this Lease, an affiliate of Tenant is a corporation, 6 partnership, limited liability company, or other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Tenant. The term "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of Tenant, whether through the ownership of voting securities, by contract, or otherwise. Tenant shall give Landlord written notice (containing the information described above) of and such sublease to Tenant's affiliates. 7.7 In the event of an attempted subletting or assignment 10 an unaffiliated third party, Tenant shall submit a request for consent thereto to Landlord. If Landlord, in its reasonable discretion elects to deny the request for consent to assignment, Landlord shall have the right to recapture the Premises, or that portion of the Premises sought to be subleased, by providing Tenant written notice of intent to recapture, within thirty (30) days of Landlord's receipt of a request by Tenant for consent to assignment to an unaffiliated third party of this permitted assignment If Landlord consents to such an assignment or sublease, Tenant agrees that Landlord and Tenant shall equally share in any amount of rent received in excess of the then-effective Base Rent, after deduction of Landlord's expenses in connection with the assignment or sublease. 7.8 A permitted co-location under this Lease shall not constitute an assignment or sublease within the meaning of this paragraph. Among other things otherwise described in this Lease, for there to be a permitted co-location, at all times during the Term, Tenant shall provide Landlord with its then-currently effective Co-location License Agreement for its Customers for Landlord's review and approval, which shall not be unreasonably withheld or delayed. Said license will not afford licensee any interest in the tenancy granted hereby and will preclude occupancy beyond the Term hereof the mere denomination of a license as a "sublease" shall not defeat the terms hereof; provided, that the substance of the relationship established thereby is that of a licensee and not a subtenant. ARTICLE 8 MAINTENANCE AND REPAIRS 8.1 Tenant shall keep and maintain the Premises and Tenant's Equipment Area, and all fixtures and equipment located therein, in clean, safe and sanitary condition, shall take good care thereof and make all repairs thereto, and shall suffer no waste or injury thereto. At the expiration or earlier termination of the Lease Term, Tenant shall surrender the Premises, and Tenant's Equipment Area, in the same order and condition in which they were on the Lease Commencement Date, ordinary wear and tear and unavoidable damage by the elements excepted. Except as otherwise provided in Article 18, all injury, breakage and damage to the Premises and to any other part of the Building or the Land caused by any act or omission of Tenant or of any invitee, agent, employee, subtenant, assignee, contractor, client, family member, licensee, customer or guest of Tenant (collectively, "Invitees"), including any act or omission in connection with the installation and/or removal of any of Tenant's furniture, fixtures and equipment, shall be repaired by and at Tenant's expense, except that Landlord shall have the right at Landlord's option to make any such repair and to charge Tenant for all costs and expenses incurred in connection therewith. 8.2 Landlord shall keep and maintain in good order and repair the base-building structure and systems, including the root exterior walls, elevators, electrical, plumbing and common area HVAC systems (which excludes such elevator, electrical, plumbing and HVAC systems to the extent same are located within or exclusively service the Tenant's Premises or the premises of other tenants only, in which event same shall be governed by Section 8.1 above), and the ground floor lobby and other common areas and facilities of the Building. ARTICLE 9 INITIAL TENANT IMPROVEMENTS AND ALTERATIONS 9.1 The original improvement of the Premises, and Tenant's Equipment Area by Tenant shall be accomplished in accordance with EXHIBIT D. Landlord is under no obligation to make, or to permit Tenant or Tenant's contractors to make, any structural or other alterations, decorations, additions, improvements 7 or other changes (collectively "Alterations") in or to the Premises and Tenant's Equipment Area except as set forth in Exhibit D or otherwise expressly provided in this Lease. Prior to the commencement by Tenant of the construction of any original improvements, Tenant shall obtain and deliver to Landlord written, unconditional waivers of mechanics' and materialmen's liens against the Complex from all proposed contractors, subcontractors, laborers and suppliers in connection with such original improvements, in form and content reasonably satisfactory to Landlord. 9.2 Tenant shall not make or permit anyone for whom Tenant is responsible to make any Alterations in or to the Premises, Tenant's Equipment Area or the Building, without Landlord's prior written consent. The criteria for such consent shall be determined by the nature of the Alteration and whether same shall have an impact upon the structural integrity of the Building or a Building system of general use, or shall have an impact on a tenant other than the Tenant, in which event, the consent or approval of the Landlord may be granted, conditioned or withheld in the sole and absolute discretion of the Landlord. If the two impacts described in the preceding sentence are NOT factors, in the reasonable judgment of Landlord, then the consent or approval of the Landlord to an Alteration shall not be unreasonably withheld, conditioned or delayed. My authorized and approved Alteration made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by an experienced, reputable contractor, approved in advance by the Landlord in its reasonable discretion or expressly identified on the Rider, and constructed in accordance with plans and specifications approved in writing by Landlord; (d) in accordance with all applicable legal requirements and requirements of any insurance company insuring the Building or portion thereof, (e) after having obtained any required consent of the holder of any Mortgage (as defined in Section 22.1); (f) after Tenant has obtained public liability and worker's compensation insurance policies approved in writing by Landlord; and (g) after Tenant has obtained and delivered to Landlord written, unconditional waivers of mechanics' and materialmen's liens against the Premises and the Building from all proposed contractors, subcontractors, laborers and material suppliers for all work and materials in connection with such Alteration. Any such Alteration shall be performed in a manner consistent with the Building Rules and Regulations as same may be promulgated from time-to-time by the Landlord. 9.3 In the event of an approved Alteration after the initial build-out of Tenant's Premises, Tenant agrees that Tenant shall reimburse Landlord for its actual costs of plan review, construction monitoring and oversight by Landlord. Said reimbursement shall be due within thirty (30) days of Tenant's receipt of Landlord's statement therefore, and shall be considered Additional Rent. 9.4 If, notwithstanding the foregoing, any mechanic's or materialman's lien (or a petition to establish such lien) is filed in connection with any Alteration, then such lien (or petition) shall be discharged by Tenant at Tenant's expense within twenty (20) days thereafter by the payment thereof or the filing of a bond in a form acceptable to Landlord. If Tenant shall fail to discharge any such mechanic's or materialman's lien, Landlord may, at its option, discharge such lien and treat the cost thereof (including attorneys' fees incurred in connection therewith) as additional rent payable with the next monthly installment of Base Rent falling due; it being expressly agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging such lien. If Landlord gives its consent to the making of any Alteration, then such consent shall not be deemed to constitute Landlord's consent to subject its interest in the Premises, the Building or the Land to any mechanic's or materialman's lien which may be filed in connection therewith. 9.5 Consent to an Alteration shall not constitute consent or authorization by the Landlord to the placement of financing by the Tenant relating to the Alterations that purports to create any security interest in the Building or that purports to subordinate this Lease to any such financing, and any such effort or agreement by Tenant shall constitute an Event of Default. 9.6 Tenant acknowledges and agrees that, during the construction of initial improvements, any subsequent Alterations and thereafter dining the operation of the Building, Landlord has authority to coordinate access to loading areas, freight elevators, the roof, shafts, space and other areas of the Building, and that Landlord has authority to adopt reasonable rules and regulations pertaining to same, and to approve such Tenant access. Tenant will also cause its Contractor(s) to coordinate their use of and access to the foregoing with Landlord's Base Building Contractor, which will have authority to approve such access; during construction. 8 ARTICLE 10 SIGNS 10.1 Landlord will list Tenant's name in the common area Building directory, if any, and provide Building standard signage on one suite entry door at Tenant's expense. No other sign, advertisement or notice referring to Tenant shall be painted, affixed or otherwise displayed on any part of the exterior or interior of the Building; provided, however, that Tenant may install signs in the interior of the Premises that are not visible from the exterior of the Premises. Tenant shall not display any decoration, fitting or other item visible from tie exterior of the Premises without Landlord's prior approval. If any sign or item visible from the exterior of the Premises is displayed without Landlord's approval, then Landlord shall have the tight to remove such item at Tenant's expense or to require Tenant to do the same. 10.2 To the extent that Tenant wishes to erect an exterior sign, it may do so only with the prior written consent of the Landlord, which consent may be granted, conditioned or withheld in the sole and absolute discretion of Landlord. If approved, Landlord will establish an annual fee for the value of such signage rights and Tenant shall also pay the cost of erection of such signage and such erection shall be treated as an Alteration. Tenant must submit plans of such signage for review of size, location, color, lighting, weight, method of attachment and other relevant structural and aesthetic considerations. Any such approved sign shall be further subject to the relevant requirements of the City and County for zoning and other legal compliance. This signage right is non-exclusive, although Tenant shall be entitled to use up to twenty percent (20%) of the amount of building signage permitted by Landlord and allowed by applicable building and zoning codes, rules and regulations. ARTICLE 11 TENANT'S EQUIPMENT 11.1 Tenant may, from time to time during the Term or any extension hereof, install, maintain, replace, repair, expand, construct and operate in or upon the Premises and Tenant's Equipment Area and remove therefrom such trade fixtures and equipment as it may deem necessary or appropriate to its business operations; provided, any &mage which may be caused to the Premises by the installation or removal of any of Tenant's trade fixtures or equipment shall be repaired by Tenant at its expense forthwith. Landlord may impose reasonable rules and regulations concerning the location, weight and timing and method of installation of trade fixtures or equipment, whether installed in the Premises or in Tenant' s Equipment Area. 11.2 Tenant covenants and agrees that, if directed by the Landlord at its sole discretion, Tenant shall remove, at Tenant's sole risk and expense, all fixtures and improvements to the Premises and to the Tenant's Equipment Area upon the expiration of the Lease Term. If so requested by the Landlord, Tenant shall restore the Premises and Tenant's Equipment Area to their original condition, normal wear and tear, and approved structural changes excepted. Tenant shall also exercise extraordinary care in removing such fixtures and improvements so as to eliminate damage to the Building, the premises and property of other tenants and the inconvenience to the operation of the Building and its tenants. ARTICLE 12 SECURITY DEPOSIT [Intentionally Deleted] ARTICLE 13 ACCESS AND INSPECTION 13.1 Tenant shall permit Landlord and its designees to enter the Premises, without charge therefore and without diminution of the rent payable by Tenant, to inspect the Premises, to make such alterations and repairs as Landlord may deem necessary, or to exhibit the Premises to prospective tenants during the last two hundred seventy (270) days of the Lease Term. Tenant shall at all times during its occupancy of the Premises provide Landlord duplicates of the keys to the doors and other points of entry to the Premises. In connection with any such entry, Landlord shall make reasonable efforts to minimize the disruption to Tenant's use of the Premises and shall conform to Tenant's 9 reasonable security requirements. Except in an emergency, Landlord shall give Tenant reasonable prior notice (which shall be in writing, except in an emergency) of any entry into the Premises pursuant to this Section. ARTICLE 14 INSURANCE 14.1 Tenant will not conduct or permit to be conducted any activity, or place any equipment in or about the Premises or the Building, which will, in any way, invalidate the insurance coverage in effect or increase the cost of insurance on or for the Building; and if any invalidation of coverage or increase in the cost of insurance is stated by any insurance company or by the applicable Insurance Rating Bureau to be due to any activity or equipment of Tenant in or about the Premises or the Building, such statement shall be conclusive evidence that same is due to such activity or equipment and, as a result thereof, Tenant shall be liable for same and shall reimburse Landlord therefore upon demand and any such sum shall be considered Additional Rent payable with the monthly installment of Rent next becoming due. 14.2 Tenant, at Tenant's expense, shall carry and keep in full force and effect at all times during the Lease Term for the protection of Tenant, Landlord and any other persons designated by Landlord pursuant to Section 14.4 hereof commercial general liability insurance including contractual liability coverage with a combined single limit of at least Three Million Dollars ($3,000,000.00) for each occurrence of bodily or personal injury, death or property damage and Tenant shall deliver to Landlord a copy of said policy or, at Landlord's option, a binder or certificate showing the same to be in full force and effect. It is understood and agreed that liability coverage provided for hereunder shall extend beyond the Premises to portions of the common area of the Building used from time to time by Tenant, its agents, employees, contractors, invitees, licensees, customers, clients, family members and guests, and, further, shall include contractual liability coverage insuring the INDEMNITY provisions of this Lease. Notwithstanding the foregoing, during the construction of the initial improvements, Tenant shall carry such policy with coverage limitations of at least Five Million Dollars ($5,000,000.00). 14.3 Tenant, at Tenant's expense, shall further carry a policy of "all risk" insurance covering all of Tenant's personal property and improvements in the Premises for not less than the full insurable cost and replacement cost of such personal property and improvements without reduction for depreciation. All proceeds of such insurance shall be used solely to restore, repair or replace the Tenant's personal property and improvements. 14.4 Said commercial general liability and "all risk" insurance policies and any other insurance policies carried by Tenant with respect to the Premises and/or any common areas accessible to Tenant shall (i) be issued in form acceptable to Landlord by good and solvent insurance companies qualified to do business in the jurisdiction in which the Building is located and otherwise reasonably satisfactory to Landlord, (ii) designate as additional named insureds, besides Tenant as named insured, Landlord, Landlord's managing agent, Landlord's lender(s) as may exist from time to time, and any other person from time to tine designated in writing by notice from Landlord to Tenant, (iii) be written as primary policy coverage and not contributing with or in excess of any coverage which Landlord may carry, (iv) provide for thirty (30) days prior written notice to Landlord of any cancellation or other expiration or material modification of such policy or any defaults thereunder, and (v) contain an express waiver of any right of subrogation by the insurance company against Landlord. Neither the issuance of any insurance policy required hereunder nor the minimum limits specified herein with respect to Tenant's insurance coverage shall be deemed to limit or restrict in any way Tenant's liability arising under or out of this Lease. 14.5 Tenant shall obtain such additional amounts of insurance and additional types of coverage as Landlord may reasonably request from time to time. If Tenant fails to comply with any of the insurance requirements of this Lease, Landlord may obtain such insurance and keep the same in effect, and Tenant shall pay Landlord as Additional Rent THE premium cost thereof with the next installment of Rent otherwise due. 14.6 Notwithstanding anything to the contrary contained hi this Lease, Landlord and Tenant and all parties claiming under them, to the extent covered by insurance (or to the extent such party would have been covered by insurance had such party maintained the insurance required by the terms hereof to be maintained by such party), each hereby waives any and all rights of recovery, claim, action and liability against the other, its agents, officers or employees 10 for any loss or damage that may occur to the Building and Premises, or any improvements thereto, and any personal property owned by them therein, by reason of fire, the elements or any other cause(s) which could be covered by "all risk" property insurance, regardless of cause or origin, including negligence of the other party hereto. ARTICLE 15 SERVICES AND UTILITIES 15.1 Landlord shall provide the following services and utilities in a manner consistent with the standards for quality followed in comparable facilities in the jurisdiction in which the Building is located: (i) Electrical service to operate the common areas of the Building, and electrical capacity to a point of connection at the Building in accordance with the provisions of Exhibit C. (ii) HVAC for the common areas of the Building during normal hours of operation of the Building as set forth in Section 15.3 below. (iii) Hot and cold water for drinking, lavatory and toilet purposes at those points of supply provided for nonexclusive general use of other tenants at the Building, and supplies for such lavatory and toilet purposes. (iv) Operatorless passenger elevator service 24 hours per days, 365 days per year, and freight elevator service (subject to scheduling by Landlord) in common with Landlord and other tenants and their contractors, agents and visitors; provided, however, that Landlord shall have the right to remove elevators from service as they are required for moving freight or for servicing and/or maintaining the elevators and/or the Building. (v) Access to the Premises and the Building 24 hours per day, 365 days a year, subject to reasonable security regulations (such as providing identification to Building security personnel) imposed by Landlord. (vi) Replacement of all Building standard lighting tubes and bulbs, if any, located in common areas. 15.2 Landlord agrees to operate and maintain the Building in accordance with the standards for quality followed by other comparable facilities in the jurisdiction in which the Building is located and to provide building security personnel, equipment, procedures and systems in the Building similar to other such comparable facilities. Landlord reserves the fight to interrupt, curtail or suspend the services required to be furnished by Landlord under this Article 15 when the necessity therefore arises by reason of accident, emergency, mechanical breakdown, or when required by any Law, or for any other cause beyond the reasonable control of Landlord. Landlord shall use reasonable efforts to complete all repairs or other work so that Tenant's inconvenience resulting therefrom may be for as short a period of time as circumstances will permit. 15.3 Landlord will furnish all services and utilities required by this Lease only during the normal hours of operation of the Building, unless otherwise specified herein, in a manner consistent with industry standards for comparable buildings in the jurisdiction in which the Building is located. The normal hours of operation of the Building are twenty four (24) hours a day, seven days a week. It is understood and agreed that Landlord shall not be liable for failure to furnish, or for delay, suspension or reduction in furnishing, any of the utilities, services or other manner of thing required to be furnished by Landlord hereunder, if such failure to furnish or delay, suspension or reduction in furnishing same is caused by breakdown, maintenance, repairs, strikes, scarcity of labor or materials, acts of God, Landlord's compliance with governmental regulation or legislation or judicial or administrative orders or from any other cause whatsoever; provided, however, that Landlord shall, in the event of a breakdown, use reasonable diligence to repair all equipment owned by Landlord and all building standard equipment furnished by Landlord which is required to provide such utilities and services. 11 15.4 Landlord agrees to provide and maintain an electronically controlled access system for the common areas of the Building during the Lease Term ("Electronic Access System"); shall have a manned entrance to the Building, operated twenty four (24) hours a day, three hundred sixty five (365) days a year ("Manned Entrance"); provided, however, that no representation or warranty with respect to the adequacy, completeness or integrity of the Electronic Access System or the Manned Entrance is made by Landlord, and except for losses attributable to Landlord's gross negligence the risk that any such system or entrance may not be effective, or may malfunction, or be circumvented by a criminal, La assumed by Tenant with respect to Tenant's property and interest, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses. The Electronic Access System shall provide access control at all entrances to the building. Landlord reserves the right to modify, supplement or revise the access system at any time in its sole judgment. Said access system is not intended to serve as security for the Premises or otherwise for individual tenant-occupied spaces or suites. 15.5 Tenant shall have the right to provide and maintain a security system within the Premises in accordance with plans and specifications approved by the Landlord in accordance with the Tenant Work approval process or, in the event that such system is installed after completion of the Tenant Work, in accordance with the approval of Alterations under Article 9 above. ARTICLE 16 LIABILITY OF LANDLORD 16.1 Landlord, its employees and agents shall not be liable to Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewerage or plumbing equipment or apparatus; termination of this Lease by reason of. damage to the Premises or the Building; fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability of Landlord to furnish any utility or service specified in this Lease; and leakage in any part of the Premises or the Building, or from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. Any property stored or placed by Tenant or Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefore. If any employee of Landlord receives any package or article delivered for Tenant, then such employee shall be acting as Tenant's agent for such purpose and not as Landlord's agent. For purposes of this Article, the term "Building" shall be deemed to include the Land. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability, if any, to Tenant for any damage caused by Landlord's willful misconduct or gross negligence, to the extent such damage is not covered by insurance carried by Tenant or required to be carried by Tenant. 16.2 Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against all costs, damages, claims, liabilities and expenses (including attorneys' fees) suffered by or claimed against Landlord, directly or indirectly, based on or arising out of (a) Tenant's use and occupancy of the Premises or the business conducted by Tenant therein, (b) any act or omission of Tenant or any Invitee, (c) any breach of Tenant's obligations under this Lease, including failure to surrender the Premises upon the expiration or earlier termination of the Term, or (d) any entry by Tenant or any invitee upon the Land prior to the Lease Commencement Date. 16.3 If any landlord hereunder transfers the Building or such landlord's interest therein, then such landlord shall not be liable for any obligation or liability based on or arising out of any event or condition occurring on or after the date of such transfer. Within fifteen (15) days after any such transferee's request, Tenant shall attorn to such transferee and execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. 12 16.4 Tenant shall not have the right to offset or deduct the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenants sole remedy for recovering upon such claim shall be to institute an independent action against Landlord. 16.5 Notwithstanding anything to the contrary contained herein, if Tenant or any Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord's estate and interest in the Building. No other asset of Landlord, any member or partner of Landlord or any other person or entity shall be available to satisfy, or be subject to, such judgment, nor shall any such member, partner, person or entity be held to have personal liability for satisfaction of any claim or judgment against Landlord or any member or partner of Landlord. 16.6 Notwithstanding anything to the contrary contained in this Lease, if any provision of this Lease expressly or impliedly obligates Landlord not to unreasonably withhold its consent or approval, an action for declaratory judgment or specific performance will be Tenant's sole right and remedy in any dispute as to whether Landlord has breached such obligation. 16.7 Landlord shall not be liable in any manner to Tenant, its agents, employees, invitees or visitors for any injury or damage to Tenant, Tenants agents, employees, invitees or visitors, or their property, caused by the criminal or intentional misconduct of third parties or of Tenant, Tenant's employees, agents, invitees or visitors. All claims against Landlord for any such damage or injury are hereby expressly waived by Tenant, and Tenant hereby agrees to hold harmless and indemnify Landlord from all such damages and the expense of defending all claims made by Tenant's employees, agents, invitees, or visitors arising out of such acts. ARTICLE 17 RULES 17.1 Tenant and its Invitees shall at all times abide by and observe the rules set forth in EXHIBIT E. Tenant and its Invitees shall also abide by and observe any other rule that Landlord may reasonably promulgate from time-to-time for the operation and maintenance of the Building, provided that notice thereof is given and such rule is not inconsistent with the provisions of this Lease. Except for Landlord's obligation to enforce the rules in a non-discriminatory manner, nothing contained in this Lease shall be construed as imposing upon Landlord any duty to enforce such rules or any condition or covenant contained in any other lease against any other tenant, and Landlord shall not be liable to Tenant for the violation of such rules or regulations by any other tenant or its invitees. ARTICLE 18 DAMAGE OR DESTRUCTION 18.1 If the Premises or the Building are totally or partially damaged or destroyed, thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the adjustment of the loss in connection with such damage or destruction, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such. damage or destruction. 18.2 If Landlord determines, in its reasonable judgment, that the repairs and restoration cannot be substantially completed within one hundred eighty (130) days after the date of adjustment of the loss in connection with such damage or destruction, Landlord shall promptly notify Tenant of such determination. For a period of thirty (30) days after receipt of such determination, Tenant shall have the right to terminate this Lease by providing written notice to Landlord. If Tenant does not elect to terminate this Lease within such thirty (30) day period, and provided that Landlord has not elected to terminate this Lease, Landlord shall proceed to repair and restore the Premises and the Building. Notwithstanding the foregoing, Tenant shall not have the right to terminate this Lease if the act or omission of Tenant or any of its invitees shall have caused the damage or destruction. 13 18.3 If this Lease is terminated pursuant to Section 18.1 or 18.2 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and additional rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Premises and the Building; provided, however, that Landlord shall not be required to repair or restore any Alteration previously made by Tenant or any of Tenant's trade fixtures, furnishings, equipment or personal property; and provided further that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction. 18.4 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any Mortgage fails or refuses to make insurance proceeds available for such repair and restoration, (ii) zoning or other applicable laws or regulations do not permit such repair and. restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated. 18.5 Notwithstanding the foregoing Sections of this Article 18, Landlord shall not be obligated to restore the Tenant Work which was a part of the work required to be performed under EXHIBIT D attached hereto. Rather, the restoration of such Tenant Work shall be the sole expense and responsibility of Tenant. ARTICLE 19 CONDEMNATION 19.1 If one-third or more of the Premises or occupancy thereof shall be permanently taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose or sold under threat of such a taking or condemnation (collectively, "condemned'), then this Lease shall terminate on the date title thereto vests in such authority and rent shall be apportioned as of such date. If less than one-third of the Premises or occupancy thereof is condemned, then this Lease shall continue in force and effect as to the part of the Premises not condemned, except that as of the date title vests in such authority Tenant shall not be required to pay the Base Rent and additional rent with respect to the part of the Premises condemned. 19.2 All awards, damages and other compensation paid by such authority on account of such condemnation shall belong to Landlord, and Tenant assigns to Landlord all rights to such awards, damages and compensation. Tenant shall not make any claim against Landlord or the authority for any portion of such award, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Lease Term, loss of profits or goodwill, leasehold improvements or severance damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate claim against the authority for the value of furnishings and trade fixtures installed in the Premises at Tenant's expense and for relocation expenses, provided that such claim shall in no way diminish the award, damages or compensation payable to or recoverable by Landlord in connection with such condemnation. ARTICLE 20 DEFAULT 20.1 Each of the following shall constitute an Event of Default: (a) Tenant's failure to make any payment of the Base Rent, Additional Rent or other sum on or before such payments due date, provided that, on up to two (2) occasions in any twelve (12) month period, there shall exist no Event of Default unless Tenant shall have been given written notice of such failure and shall not have made the payment within five (5) days following the giving of such notice; (b) Tenant's violation or failure to perform or observe any other covenant or condition within twenty (20) days after notice thereof from Landlord; (c) Tenant's vacation or abandonment of the Premises; (d) an Event of Bankruptcy as specified in Article 21 with respect to Tenant, any general partner or member or managing member of Tenant (a "General Partner") or any Guarantor; or (e) Tenant's dissolution or liquidation. 11 prior to the commencement of the Lease Term, Tenant notifies Landlord of or otherwise unequivocally demonstrates an intention to repudiate this Lease, Landlord may, at its option, consider such 14 anticipatory repudiation an Event of Default. In addition to any other remedies available to it hereunder or at law or in equity, Landlord may retain all rent paid upon execution of the Lease and the security deposit, if any, to be applied to damages of Landlord incurred as a result of such repudiation, including without limitation attorneys' fees, brokerage fees, costs of reletting, and loss of rent. Tenant shall pay in full for all tenant improvements constructed or installed within the demised premises to the date of the breach, and for materials ordered at its request for the Premises. 20.2 If there shall be an Event of Default, including an Event of Default prior to the Rent Commencement Date, then Landlord shall have the right, at its stole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may re-enter, terminate Tenant's right of possession and take possession of the Premises. The provisions of this Article shall operate as a notice to quit, any other notice to quit or of Landlord's intention to re-enter the Premises being hereby expressly waived. If necessary, Landlord may proceed to recover possession of the Premises under and by virtue of the laws of the jurisdiction in which the Building is located, or by such other proceedings, including re-entry and possession, as may be applicable. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, then everything contained in this Lease to be done and performed by Landlord shall cease, without prejudice, however, to Landlord's right to recover from Tenant all rent and other sums accrued through the later of termination or Landlord's recovery of possession. Whether or not this Lease and/or Tenant's right of possession is terminated, Landlord may, but shall not be obligated to, relet the Premises or any part thereof alone or together with other premises, for such rent and upon such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations be diminished by reason of, Landlord's failure to relet the Premises or collect any rent due upon such reletting. Whether or not this Lease is terminated, Tenant nevertheless shall remain liable for any Base Rent, Additional Rent or damages which may be due or sustained prior to such default, all costs, fees and expenses (including without limitation reasonable attorneys' fees, brokerage fees and expenses incurred in placing the Premises in first-class rentable condition) incurred by Landlord in pursuit of its remedies and in renting the Premises to others from time to time. Tenant shall also be liable for additional damages which at Landlord's election shall be either: (a) an amount equal to the Base Rent and Additional Rent which would have become due during the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent payable as a result of any failure of such other person to perform any of its obligations), which damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following Tenant's default and continuing until the date on which the Lease Term would have expired but for Tenant's default. Separate suits may be brought to collect any such damages for any month(s), and such suits shall not in any manner prejudice Landlord's right to collect any such damages for any subsequent month(s), or Landlord may defer any such suit until after the expiration of the Lease Term, n which event the cause of action shall be deemed not to have accrued until the expiration of the Lease Term; or (b) an amount equal to the present value (as of the date of the termination of this Lease) of the difference between (i) the Base Rent and Additional Rent which would have become due during the remainder of the Lease Term, aid (ii) the fair market rental value of the Premises for the same period, which damages shall be payable to Landlord in one lump sum on demand. For purpose of this Section, present value shall be computed by discounting at a rate equal to one (I) whole percentage point above the discount rate then in effect at the Federal Reserve Bank of New York (or, if such rate is not reasonably available, such substitute rate as Landlord reasonably shall select). Tenant waives any right of redemption, re-entry or restoration of the operation of this Lease under any present or future law, including any such right which Tenant would otherwise have if Tenant shall be dispossessed for any cause. 20.3 Landlord's rights and remedies set forth in this Lease are cumulative and in addition to Landlord's other rights and remedies at law or in equity, including those available as a result of any anticipatory breach of this Lease. Landlord's exercise of any such right or remedy shall not prevent the 15 concurrent or subsequent exercise of any other right or remedy. Landlord's delay or failure to exercise or enforce any of Landlord's rights or remedies or Tenant's obligations shall not constitute a waiver of any such rights, remedies or obligations. Landlord shall not be deemed to have waived any default unless such waiver expressly is set forth in an instrument signed by Landlord. If Landlord waives in writing any default, then such waiver shall not be construed as a waiver of any covenant or condition set forth in this Lease except as to the specific circumstances described in such written waiver. Neither Tenant's payment of a lesser amount than the sum due hereunder nor Tenant's endorsement or statement on any check or letter accompanying such payment shall be deemed an accord and satisfaction, and Landlord may accept the same without prejudice to Landlord's right to recover the balance of such sum or to pursue any other remedy available to Landlord. Landlord's re-entry and acceptance of keys shall not be considered an acceptance of a surrender of this Lease. 20.4 If more than one natural person and/or entity shall execute this Lease as Tenant, then the liability of each such person or entity shall be joint and several. Similarly, if Tenant is a general partnership or other entity the partners or members of which are subject to personal liability, then the liability of each such partner or member shall be joint and several. 20.5 If Tenant fails to make any payment to any third party or to do any act herein required to be made or done by Tenant, then Landlord may, but shall not be required to, make such payment or do such act. Landlord's taking such action shall not be considered a cure of such failure by Tenant or prevent Landlord from pursuing any remedy to which it is otherwise entitled in connection with such failure. If Landlord elects to make such payment or do such act, then all expenses incurred, plus interest thereon at a rate per annum (the "Default Rate") which is five (5) whole percentage points higher than the prime rate published from time to time in the Money Rates section of The Wall Street Journal (or, if such rate is not reasonably available, such substitute rate as Landlord reasonably shall select), from the date incurred to the date of payment thereof by Tenant, shall constitute additional rent. 20.6 If Tenant fails to make any payment of the Base Rent, Additional Rent or any other sum payable to Landlord within five (5) days after the date such payment is due and payable, then Tenant shall pay a late charge of five percent (5%) of the amount of such payment. In addition, such payment and such late fee shall bear interest at the Default Rate from the date such payment was due to the date of payment thereof. ARTICLE 21 BANKRUPTCY 21.1 The following shall be Events of Bankruptcy under this Lease: (a) Tenant's, a Guarantor's, a General Partner's, or a Managing Member's becoming insolvent, as that term is defined in Title 11 of the United States Code (the "Bankruptcy Code"), or under the insolvency laws of any state (the "Insolvency Laws"); (b) appointment of a receiver or custodian for any property of Tenant, a Guarantor, a General Partner or a Managing Member, or the institution of a foreclosure or attachment action upon any property of Tenant, a Guarantor, a General Partner; or a Managing Member (c) filing of a voluntary petition by Tenant, a Guarantor, a General Partner or a Managing Member under the provisions of the Bankruptcy Code or Insolvency Laws; (d) filing of an involuntary petition against Tenant, a Guarantor, a General Partner or a Managing Member as the subject debtor under the Bankruptcy Code or Insolvency Laws, which either (i) is not dismissed within thirty (30) days of filing, or (ii) results in the issuance of an order for relief against the debtor; or (e) Tenant's, a Guarantor's, a General Partners or a Managing Member's making or consenting to an assignment for the benefit of creditors or a composition of creditors. 21.2 (a) Upon occurrence of an Event of Bankruptcy, Landlord shall have all rights and remedies available pursuant to Article 20; provided, however, that while a case in which Tenant is the subject debtor under the Bankruptcy Code is pending, Landlord shall not exercise its rights and remedies pursuant to Article 20 so long as (i) the Bankruptcy Code prohibits the exercise of such rights and remedies, and (ii) Tenant or its trustee in Bankruptcy ("Trustee") is in compliance with the provisions of Section 21.2(b). (b) If Tenant becomes the subject debtor in a ease pending under the Bankruptcy Code, then Landlord's right to terminate this Lease pursuant to Section 21.2(a) shall be subject, to the extent 16 required by the Bankruptcy Code, to any rights of Trustee to assume or assign this Lease pursuant to the Bankruptcy Code. Trustee shall not have the right to assume or assign this Lease unless Trustee promptly (1) cures all defaults under this Lease, (2) compensates Landlord for monetary damages incurred as a result of such defaults, (3) provides adequate assurance of future performance on the part of Tenant as debtor in possession or of the assignee of Tenant, and (4) complies with all other requirements of the Bankruptcy Code. This Lease may be terminated in accordance with Section 21.2(a) if the foregoing criteria for assumption or assignment are not met, or if Tenant, Trustee or such assignee defaults under this Lease after such assumption or assignment. Adequate assurance of future performance, as used in this Section 21.2(b), shall mean that all of the following minimum criteria must be met: (A) Tenant's gross receipts in the ordinary course of business during the thirty (20) day period immediately preceding the initiation of the case under the Bankruptcy Code must be greater than two (2) times the next monthly installment of the Base Rent and additional rent; (B) both the average and median of Tenant's monthly gross receipts in the ordinary course of business during the six (6) month period immediately preceding the initiation of the case under the Bankruptcy Code must be greater than two (2) times the next monthly installment of the Base Rent and additional rent; (C) Tenant must pay its estimated pro rata share of the cost of all services performed or provided by Landlord (whether directly or through agents or contractors and whether or not previously included as part of the Base Rent) in advance of the performance or provision of such services; (D) Trustee must agree that Tenant's business shall be conducted in a first-class manner, and that no liquidating sale, auction or other non-first-class business operation shall be conducted in the Premises; (E) Trustee must agree that the use of the Premises as stated in this Lease shall remain unchanged and that no prohibited use shall be permitted; (F) `Trustee must agree that the assumption or assignment of this Lease shall not violate or affect the rights of other tenants in the Building; (G) Trustee must pay to Landlord at the time the next monthly installment of the Base Rent is due, in addition to such installment, an amount equal to the monthly installments of the Base Rent and additional rent due for the next six (6) months thereafter, such amount to be held as a security deposit; and (H) all assurances of future performance specified in the Bankruptcy Code must be provided. ARTICLE 22 SUBORDINATION 22.1 This Lease is subject and subordinate to the lien, previsions, operation and effect of all mortgages, deeds of trust, ground leases or other security instruments which may now or hereafter encumber the Building or the Land (collectively "Mortgages"), to all funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, recastings or refinancings thereof The holder of any Mortgage to which this Lease is subordinate shall have the right (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such Mortgage and Tenant shall execute, acknowledge and deliver all documents required by such holder in confirmation thereof. 22.2 In confirmation of the foregoing subordination, Tenant shall at Landlord's request, but in no event later than five (5) business days following a request therefore, execute and deliver any requisite or appropriate document. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or Tenant's obligations in the event any such foreclosure proceeding is prosecuted or completed or in the event the Land, the Building or Landlord's interest therein is sold at a foreclosure sale or by deed Li lieu of foreclosure. If this Lease is not extinguished upon such sale or by the purchaser following such sale, then, at the request of such purchaser, Tenant shall attorn to such purchaser and shall recognize such purchaser as the landlord under this Lease. Upon such attornment such purchaser shall not be (a) bound by any payment of the Base Rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of each Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest, such 17 purchaser shall perform in accordance with the terms of this Lease all obligations of Landlord arising after the date such purchaser acquires title to the Building. Within fifteen (15) days after the request of such purchaser, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. 22.3 (a) After Tenant receives notice from any person, firm or other entity that it holds a Mortgage on the Building or the Land, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such holder, provided that Tenant shall have been furnished with the name and address of such holder. Any such holder shall have thirty (30) days after its receipt of notice from Tenant of a default by Landlord under this Lease to cure such default before Tenant may exercise any remedy hereunder. The curing of any of Landlord's defaults by such holder shall be treated as performance by Landlord. (b) In the event that any lender providing construction, interim or permanent financing or any refinancing for the Building requires, as a condition of such financing, that modifications to this Lease be obtained, and provided that such modifications (i) are reasonable; (ii) do not adversely affect in a material manner Tenant's use of the Premises as herein permitted; and (iii) do not increase the rent and other sums to be paid by Tenant hereunder, Landlord may submit to Tenant a written amendment to this Lease incorporating such required changes, and Tenant hereby covenants and agrees to execute, acknowledge and deliver such amendment to Landlord within fifteen (15) days of Tenant's receipt thereof. ARTICLE 23 HOLDING OVER 23.1 If Tenant does not immediately surrender the Premises upon the expiration or earlier termination of the Lease Term, then Tenant shall become a tenant by the month and the rent shall be increased to equal the greater of (a) fair market rent for the Premises, or (b) double the Base Rent, additional rent and other sums that would have been payable pursuant to the provisions of this Lease if the Lease Term had continued during such holdover period. Such rent shall be computed on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Premises have been vacated. Landlord's acceptance of such rent shall not constitute consent by Landlord to tenant's holdover possession and shall not in any manner adversely affect Landlords other rights and remedies, including Landlord's right to evict Tenant and to recover damages. ARTICLE 24 COVENANTS OF LANDLORD 24.1 Landlord covenants that it has the right to enter into this tease and that if Tenant shall perform timely all of its obligations hereunder, then subject to the provisions of thus Lease Tenant shall during the Lease Tern peaceably and quietly occupy aid enjoy the fill possession of the Premises without hindrance by Landlord or any party claiming through or under Landlord. 24.2 Landlord reserves the following rights: (a) to change the street address and name of the Building; (b) to change the arrangement and location of entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building; (c) to erect, use and maintain pipes and conduits in and through the Premises; and (d) to grant to anyone the exclusive right to conduct any particular business in the Building act inconsistent with Tenant's permitted use of the Premises. Landlord shall also have the right to construct a building on the property owned by Landlord adjacent to the Building and to install connections and/or passageway's linking the Building to such neighboring building. Landlord may exercise any or all of the foregoing rights without being deemed to be guilty of an eviction, actual or constructive, or a disturbance of Tenant's business or use or occupancy of the Premises. In addition, Landlord reserves for itself the exclusive use of all portions of the roof of the Building, except those portions of the roof specifically designated Tenant's Equipment Area. ARTICLE 25 PARKING 25.1 During the Lease Term, Tenant shall have the right to use the parking spaces as described in the Rider. Tenant shall not sell, assign or permit anyone other than Tenant's personnel to use any of the aforesaid parking spaces, except in conjunction with a permitted assignment of this Lease or a 18 permitted sublease of the Premises. Tenant and its personnel shall comply with all reasonable rules and regulations promulgated by Landlord or Landlord's parking area manager for the orderly functioning of the Building's parking areas. ARTICLE 26 GENERAL PROVISIONS 26.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representations or promises with respect to :he Premises or the Building except as herein expressly set forth, and no right, privilege, easement or license is being acquired by Tenant except as herein expressly set forth. 26.2 Nothing contained in this Lease shall be construed as creating a partnership or joint venture between Landlord and Tenant or to create any other relationship other than that of landlord and tenant. 26.3 Landlord and Tenant each warrant to the other that in connection with this Lease neither has employed or dealt with any broker, agent or finder, other than the Broker(s) identified in the Rider. Landlord acknowledges that it shall pay any commission or fee due to the Broker(s), pursuant to the terms of the Rider or, if existent, a separate written agreement. Tenant shall indemnify and hold Landlord harmless from and against any claim for brokerage or other commissions asserted by any broker, agent or finder employed by Tenant or with whom Tenant has dealt, other than the Broker(s). 26.4 (a) At any time and from time to time upon not less than fifteen (15) days prior written notice, Tenant and each subtenant or assignee of Tenant or occupant of the Premises shall execute, acknowledge and deliver to Landlord and/or any other person or entity designated by Landlord, an estoppel certificate: (a) certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); (b) stating the dates to which the rent and any other charges have been paid; (c) stating whether or not, to the best knowledge of Tenant, Landlord is in default in the performance of any obligation of Landlord contained in this Lease, and if so, specifying the nature of such default; (d) stating the address to which notices are to be sent; (e) subject to the terms of the Subordination, Non-Disturbance and Attornment Agreement, confirming that this Lease is subject and subordinate to all Mortgages encumbering the Building or the Land; and (1) certifying to such other matters as Landlord may reasonably request. Any such statement may be relied upon by any owner of the Building or the Land, any prospective purchaser of the Building or the Land, or any holder or prospective holder of a Mortgage. Tenant acknowledges that time is of the essence to the delivery of such statements and that Tenant's delay, failure or refusal to deliver such statements may cause substantial damages resulting from, for example, delays in obtaining financing secured by the Building. Tenant shall be liable for all such damages. Upon request, but not more frequently than annually, Tenant agrees to furnish Landlord with current financial statements for Tenant and any Guarantor. (b) In the event of a Permitted Assignment, if required by the approved assignee, and if the facts support the statements contained therein, Landlord will deliver a statement to assignee in form satisfactory to Landlord, that Tenant is not, as of the date of the assignment, in default under this Lease. 26.5 Landlord, Tenant all Guarantors and all General Partners or Managing Members of Tenant, if any, waive trial by jury in any action, proceeding, claim or counterclaim brought in connection with any matter arising out of or in any way connected with this Lease, the landlord-tenant relationship, Tenant's use or occupancy of the Premises or any claim of injury or damage. Tenant consents to service of process and any pleading relating to any such action at the location identified in Section 21 of the Rider. Landlord, Tenant, all Guarantors and all General Partners or Managing Members waive any objection to the venue of any action filed in any court situated in the jurisdiction in which the Building is located and waive any right under the doctrine of forum NON CONVENIENS or otherwise, to transfer any such action filed in any such court to any other court. 26.6 All notices or other required communications hereunder shall be in writing and shall be deemed duly given when delivered in person (with receipt therefore), or when sent by Express Mail or overnight courier service (provided a receipt will be obtained) or by certified or registered mail, return receipt requested, postage prepaid, to the following addresses: (i) if to Landlord, care 19 of T-Rex Property Management Services do Terremark Management Services, Inc., 2601 South Bayshore Drive, Ninth Floor, Coconut Grove, Florida 33133, with a copy to L. Mark Winston, Esquire, Preminger & Glazer, 5301 Wisconsin Avenue N.W., Suite 740, Washington, D.C., 20015; (ii) if to Tenant, at the Tenant Address for Notices identified in paragraph 21 of the Rider. Either party may change its address for the giving of notices by notice given in accordance with this Section. If Landlord or the holier of any Mortgage notifies Tenant that a copy of each notice to Landlord shall be sent to such holder at a specified address, then Tenant shall send (in the manner specified in this Section and it the same time such notice is sent to Landlord) a copy of each such notice to such holder, and no such notice shall be considered duly sent unless such copy is so sent to such holder. 26.7 Each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar to such invalid or unenforceable provision, and the remainder of this Lease and the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby. 26.8 Feminine, masculine or neuter pronouns shall be substituted for those of another form, and the plural or singular shall be substituted for the other number, in any place in which the context may require such substitution. 26.9 The provisions of this Lease shall be binding upon and inure to the benefit of the parties and each of their respective representatives, successors and assigns, subject to the provisions herein restricting assignment or subletting. 26.10 This Lease contains the entire agreement of the parties hereto and supersedes all prior agreements, negotiations, letters of intent, proposals, representations, warranties, understandings and discussions between the parties hereto. Any representation, inducement, warranty, understanding or agreement that is not contained in this Lease shall be of no force or effect. This Lease may be modified or changed in any manner only by an instrument duly signed by both parties. 26.11 This Lease shall be governed by and construed in accordance with the laws of the jurisdiction in which the Building is located. 26.12 Article and section headings are used for convenience and shall not be considered when construing this Lease. 26.13 The submission of an unsigned copy of this document to Tenant shall not constitute an offer or option to lease the Premises. This Lease shall become effective and binding only upon execution and delivery by both Landlord and Tenant. 26.14 Time is of the essence of each provision of this Lease. 26.15 This Lease may be executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one and the same document. 26.16 This Lease shall not be recorded. Landlord and Tenant agree to execute, in recordable form, a short-form memorandum of this Lease, provided that such memorandum shall not contain any of the specific rental terms set forth herein. Such memorandum may be recorded in the land records of the jurisdiction in which the Building is located at Tenant's cost. 26.17 Except as otherwise provided in this Lease, any Additional Rent or other sum owed by Tenant to Landlord, and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable, shall be considered Additional Rent payable pursuant to this Lease and paid by Tenant no later than ten (10) days after the date Landlord notifies Tenant of the amount thereof. 26.18 Tenant's liabilities existing as of the expiration or earlier termination of the Lease Term shall survive such expiration or earlier termination. Similarly, Landlord's obligation to refund to Tenant the excess, if any, of the amount of Tenant's estimated payments on account of increases in 20 Operating Charges and Real Estate Taxes for the last calendar year falling wholly or partly within the Lease Term over Tenant's actual liability therefore shall survive the expiration or earlier termination of the Lease Term. 26.19 If Landlord is in any way delayed or prevented from performing any of its obligations under this Lease due to fire, act of God, governmental act or failure to act, strike, labor dispute, inability to procure materials or any other cause beyond Landlord's reasonable control (whether similar or dissimilar to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention. If Tenant is in any way delayed or prevented from performing any of its non-monetary obligations under this Lease due to fire, acto of God, governmental act or failure to act, strike, labor dispute, inability to procure materials or any other cause beyond Landlord's reasonable control (whether similar or dissimilar to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention; provided, that such extension of the period of performance shall not excuse Tenant from any monetary obligation, including, but not limited to, the payment of Base rent or Additional Rent. 26.20 The person executing and delivering this Lease on Tenant's behalf warrants that such person is duly authorized to so act. Simultaneously with the execution of this Lease, Tenant shall deliver to Landlord certified copies of any corporate resolution or partnership consent necessary to evidence the due execution of this Lease on Tenants behalf. 26.21 This Lease includes and incorporates the Rider and all Exhibits attached hereto. 26.22 This Lease shall, for purposes of applicable law, be deemed a deed of lease executed under seal. 26.23 In the event that it is necessary for either party to resort to judicial relief to enforce or vindicate their rights under this Lease, then the substantially prevailing party shall be entitled, in addition to any other relief or remedy to which said party shall be entitled, to an award of reasonable attorney's fees and costs of litigation. [signature on following page] 21 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, under seal, as of the day and year first above written. WITNESS: LANDLORD: Technology Center of the Americas, LLC a Delaware limited liability company [ILLEGIBLE] - ------------------- [ILLEGIBLE] By: /s/ MICHAEL KATZ - ------------------- -------------------------------------------------- Name: MICHAEL KATZ ------------------------------------------------ Title: VICE PRESIDENT OF TELECOM ROUTING EXCHANGE ----------------------------------------------- DEVELOPERS, INC., ITS MANAGER ----------------------------- WITNESS/ATTEST: TENANT: NAP o the Americas, Inc., a Florida corporation [ILLEGIBLE] - ------------------- [ILLEGIBLE] By: /s/ BRAIN GOODKIND - ------------------- -------------------------------------------------- Name: BRIAN GOODKIND ------------------------------------------------ Title: SENIOR VICE PRESIDENT ----------------------------------------------- 22 EXHIBIT A THE BUILDING Lots 1 through 20, inclusive, in Block 38 North, City of Miami, according to the Plat thereof recorded in Plat Book B, at page 41, of the Public Records of Miami-Dade County, Florida. [diagram of the building] 23 EXHIBIT A-1 PARKING AREAS [diagram of the parking areas] 24 EXHIBIT B-1 THE PREMISES [diagram of the premises] 25 EXHIBIT C WORK AGREEMENT - LANDLORD'S WORK This Exhibit is attached to and made a part of that certain Lease Agreement dated the ____ day of ____________, 2000 (the "Lease"), by and between Technology Center of the Americas LLC, a Delaware limited liability company ("Landlord") and NAP of the Americas, Inc., a Florida corporation ("Tenant"). 1. Landlord shall construct the Building on the Property in accordance with the Plans and Specifications that will be developed by Landlord. The word "Property" shall mean and include the Building and the land on which Building is constructed. The Building will be constructed of a precast concrete exterior, hung on steel reinforced poured concrete slabs, set on 36" by 28" concrete beams, connecting to 30" square columns, with 30' by 40' column spacing. The Building will be constructed according to Category F-2 Industrial Standard for Florida and the Category 5 Storm Code for FEMA State of Emergency. The structural components of the Building mechanical and electrical systems and equipment that serve the Premises (but which do not comprise Tenant Work, Ancillary Equipment, or Alterations by Tenant), shall be in compliance with all applicable building laws, codes and municipal ordinances. Landlord will construct the Building on the Property free of impermissible Hazardous Materials and in compliance with Environmental Laws. Landlord will design and construct the entranceway and access to the Building and to the Premises as reasonably required so that they shall be in compliance with the requirements of the Americans With Disabilities Act as it applies to Tenant's proposed use. 2. LANDLORD'S WORK. The following is the work to be performed by Landlord at Landlord's sole expense, and at no additional charge to Tenant, unless its pro rata share of Tenant's Equipment Area is exceeded (and bracketed notes in each item provide reference to the related items on Exhibit D pertaining to Tenant's Work: 2.1 ELECTRICAL SERVICE. Pursuant to the Master Utilization Plan being prepared for the Property, Florida Power & Light Company ("FP&L") shall construct two (2) underground 13.2 volt electrical feeds from two (2) separate substations to two (2) FP&L vaults adjacent to the Building. There will be one vault on each of the east and west sides of the Building. From each vault, Landlord will extend the 13.2 volt power to main switch gear on the first floor of the Building. Further, Landlord will install conduit and electrical cable within vertical risers from the switch gear to the roof of the Building, as well as to a power panel on each floor. Such power shall be inactive until Tenant connects such electrical cable to its own switch gear and transformers at Tenant's responsibility and expense. Tenant shall provide transformer and switchgear protection to stepdown the 13.2 volt power to 480 volts and to distribute said power throughout its Premises. Tenant shall be provided its pro rata share of available permanent power as follows: 10,000 amps of permanent power is to be operational in October of 2001; and, thereafter, 90,000 amps of permanent power will be provided in phases or increments of 10000 amps each over the succeeding nine (9) month period. Tenant shall obtain and pay for its entire supply of electrical power directly from the public utility, with such service to include direct metering and billing of utilization. Landlord shall identify the point of connection within the electrical distribution system in accordance with the Master Plan of Utilization for the Building. Tenant also shall be responsible for obtaining and paying for any equipment (e.g., network transformers, network protectors, step-down transformers, etc.) necessary to satisfy its own or a public utility's requirements for the requested service. 2.2 UTILITIES DURING CONSTRUCTION. Landlord will provide temporary power to an FP&L vault by the Delivery Date. The temporary power will consist of 2000 amps of 480 volt power per floor. Additionally, Landlord will provide water and sewer service during Tenant's construction of the Premises. The cost of temporary utilities shall be borne by Tenant. 26 2.3 ROOF. Landlord will install a roof consisting of concrete over insulation, over membrane, over concrete and will be built to withstand a Category 5 Hurricane and to bear the loads of Tenant's Equipment Areas as approved by Landlord. 2.4 RISER OR CHASEWAY SPACE. Landlord will build riser space from the ground level to the roof of the Building in accordance with the plans and specifications and Landlord's Master Utilization Plan, and Tenant may use its pro rata allocation of such riser space. Specifically, there will be eight (8) risers for fiber conduit; eight (8) risers for wet or dry cooling pipes; eight (8) electrical shafts for power, power controls and back-up power connections; four (4) risers for domestic water and condensation drains; and, two (2) risers for common exhaust, with eleven (11) exhaust lines in each riser. [See Section 2D of Exhibit D.] 2.5 CONTROLLED ACCESS. Landlord will install central access monitoring by audio and visual card access at Building entrances, service areas and parking facilities. Such system will monitor all access points, fire safety system and fuel containment areas. [See Section 2H of Exhibit D.] 2.6 STANDPIPE. Landlord will provide standpipe access to the Premises for Tenant's tie-in with sufficient pressure, based on Tenant's approved plans, for Tenant's anticipated fire suppression system and equipment. Landlord will stub out six stand pipes to each floor in each of the six stair towers in the Building. 2.7 FUEL VAULTS AND TANKS. Landlord will build two (2) main fuel vaults on the ground level. Each vault will contain three (3) fuel pods (or sub-vaults). Each sub-vault shall contain two (2), 15,000 gallon tanks. These fuels tanks are designed to provide fuel storage to the Tenant's primary fuel supply at each generator location. Landlord will provide fuel pumps in each sub-vault and will monitor connections of all fuel tanks so as to be able to determine actual tenant consumption of such fuel from these fuel tanks. 2.8 GENERATOR LOCATION. Landlord will build two (2) generator vaults per floor, each of which are sized for two (2), two (2) Meg gensets with 1,500 gallon belly tanks each, including containment and flush stations for each vault. All columns and floors in every corner of the Building and the roof are designed to carry loads for gensets and tanks, subject to Landlord approval, which shall not be unreasonably withheld or delayed. [See Section 2B of Exhibit D.] 2.9 FIBER CONDUITS. Landlord will install two (2) duct banks at the ground on opposite sides of the Building, each with the capacity to receive fiber from two (2) compass directions and each with thirty-six (36), four (4) inch conduits from the vault through fiber risers to connections on each floor. A total of one hundred forty four (144), four (4) inch conduits will beo available for primary and redundant connection to the Building and for pro rata tenant utilization. [See Section 2D of Exhibit D.] 2.10 GROUNDING INSTALLATION. Landlord will build two (2) grounding rooms per floor for the use of grounding tenants' telecommunications equipment (DC power), as well as of grounding the Building (AC power). Landlord will install a screen wall on the roof to screen Tenant Equipment Areas and to withstand Category 5 Hurricanes. This screenwall shall be available to Tenant for the purpose of attaching GPS antennas. See, also, Section 2(C) of Exhibit D to this Lease. [See Section 2C of Exhibit D.] 2.11 LIGHTENING PROTECTION. Landlord will install a copper ring on the roof and in the ground around the Building for lightening protection. 27 2.12 FLOOR LOADS. Landlord will construct all floors of the Building at a base live load capacity of 180 pounds per square foot ("PPSF"). Additionally, corner bays of each floor supporting generator vaults and columns will be constructed at a live load capacity of 250 PPSF. All columns will be constructed at a live load capacity of 350 PPSF. 2.13 LOUVERS. Landlord will install full-sized louvers on exteriors of each generator vault on each floor for fresh air intake. 2.14 WINDOWS. The Building will be constructed without exterior windows. 2.15 PARKING. Landlord will build a one level structured parking facility on the ground level of the Building to provide a 127 space parking capacity, including handicapped spaces. 2.16 BUILDING ELEVATION. Telecommunications space will be constructed at an elevation two (2) feet above the highest flood level projected by FEMA for a Category 5 Hurricane. The site is located in category "X" within Miami, Dade County (out of the 500 year flood plain). 2.17 ELEVATORS. Landlord will install one freight elevator sized at 10' by 10' by 14', with a 12,000 pound freight capacity, which will operate between the ground floor and the roof (inclusive). Additionally, Building will contain two (2), 3,500 pound capacity passenger elevators. Passenger elevators will be used as freight or service elevators during the base building construction and, thereafter, in Landlord's discretion. 2.18 LOADING DOCK. Landlord will install a three (3) dock platform. Each dock will have a load leveler providing up to 20,000 pounds of capacity. 2.19 CHILLED WATER CAPACITY. Landlord has been advised by FP&L that FP&L will make available chilled water plant capacity to Building. Landlord will stub connections to in the heat exchange room on each floor. FP&L has advised Landlord that FP&L will provide 7,000 tons of capacity in the aggregate for permanent or back-up cooling for the Building. 2.20 BATHROOMS. Landlord will build one (1) men's room and one (1) women's room per floor, which will include two (2) toilets per bath room. Bath rooms will meet ADA requirements. Additionally, Landlord will build six (6) "unisex" bathrooms per floor located at each stair tower, with one (1) toilet per unisex bath room. [See Section 2K of Exhibit D.] 3. Notwithstanding anything to the contrary in the Lease, Landlord hereby warrants to Tenant that (a) the Building, and (b) the Premises, to the extent constructed by Landlord or Landlord's contractor, and to the extent designed by Landlord or Landlord's designer, shall be constructed and designed in a good and workmanlike manner and in full compliance with all governmental regulations, ordinances, and laws existing at the time of the issuance of the building permits therefore ("Applicable Laws"), and, to the extent designed and constructed by Landlord shall be suitable for the permitted uses provided in the Lease. 28 EXHIBIT D WORK AGREEMENT - TENANT'S WORK 1. GENERAL CONSIDERATIONS. a) Tenant acknowledges that all improvements to the Premises and related installations desired by Tenant shall be made strictly in accordance with the terms of this Lease and at Tenant's sole cost and expense. All of Tenant's Work shall be in compliance with an F-2 construction type within the meaning of and in accordance with the currently effective South Florida Building Code. Landlord's only obligation with respect to the improvement of the Premises is set forth and listed in the Rider, the Lease and Exhibit C above. All of Tenant's Work, and the installation of any of Tenant's Equipment, shall be in compliance with all applicable laws, codes and regulations of any federal, state and local government or agency having jurisdiction thereof. b) All improvements desired to be performed by Tenant, and approved by Landlord in accordance with the terms of this Lease, are hereinafter referred to as "Tenant's Work". All such improvements shall be installed by Tenant at its sole risk and expense. Tenant's contractor must coordinate all of its work with the Landlord's designated base building contractor or construction manager ("CM") and shall work in cooperation with said CM (subject to the reasonable rules and regulations imposed by the CM) so as to coordinate the use of and access to the Property and Building common areas, the loading facilities, freight elevators, risers, etc. throughout the development and alteration of the Property, Building and the Premises. c) Notwithstanding anything to the contrary in the Rider and the Lease, Tenant shall submit all plans and specifications for construction of improvements and installation of equipment and materials, and for any riser or chaseway space, to the Landlord and CM for review, comments and approval in conformity with the Rider and Lease. Given the extraordinary complexity of the inter-relationship between the needs of the various tenants of the Complex, and Landlord's wish to accommodate the needs of all tenants to the extent reasonably possible as they relate to the initial construction and alteration of their respective premises, and as it relates to affording each of them utility capacity and access to Tenant's Equipment Areas, Tenant has a duty to consult with Landlord and CM and to afford them adequate opportunity to coordinate work and installations so as to ensure that no conflict arises between or among tenants. 2. TENANT'S REQUIREMENTS AND EQUIPMENT. In connection with Tenant's build-out of its initial improvements within the Premises and Tenant's intended use of its Premises, Landlord hereby grants Tenant the following rights with respect to the following technical requirements and installations of equipment (collectively, "Tenant's Equipment") pursuant and subject to the terms of this Lease, including but not limited to the conditions set forth in this Exhibit D; provided, however, that in each case (i) Tenant shall be responsible for installing, maintaining and repairing Tenant's Equipment and for restoring the Premises, the Building and the Property, as applicable, upon installation or removal. At Landlord's option, Tenant must restore to normal condition and must remove all lines within conduits, risers and chaseways at Tenant's expense, as applicable, at Tenant's sole cost and expense; (ii) the Tenant's Equipment shall be located in the designated portion of Tenant's Equipment Area as approved by Landlord; (iii) the Tenant's Equipment shall be installed, maintained and repaired by qualified engineers, contractors and technicians and shall at all times comply with all applicable laws; and (iv) there shall be no additional rent or charge imposed on Tenant as a result of any Tenant's Equipment, except to the extent that said installation now or in the future occupies more than the allocated portion of the Tenant's Equipment Area within the meaning of the Lease. All of the Tenant's Equipment shall be and remain the property of Tenant and shall be for Tenant's exclusive use. Landlord acknowledges that all of Tenant's Equipment is integral to Tenant's business operations and that Tenant would not be entering into this Lease in the absence of these provisions. Subject to the reasonable regulation thereof by Landlord, Tenant shall have access to those portions of the Building and Property containing the Tenant's Equipment 24 hours per day/7 days a week. Subject to the Landlord's prior review and approval of tenant's plans and specifications in accordance with this Lease: A. HVAC/MECHANICAL. Landlord hereby grants to Tenant the right to install, operate, maintain, repair and replace Tenant's HVAC system with related chillers, wiring, piping, conduits, vents and equipment. Such equipment 29 (collectively the "Cooling Equipment") will beo located on the roof of the Building in the designated Tenant's Equipment Area thereon, installed to the reasonable design standard of Landlord. B. GENERATORS. Tenant shall be permitted to install, operate, maintain, repair and replace, with like-kind equipment, four (4), 2000 kw/480 volt diesel generators to be located in the generator vault location described in Section 2.8 of Exhibit C above and in Tenant's Equipment Area inside of the Building in a location designated by Landlord, as shown in Exhibit B-2, together with related wiring, piping, conduits, vents and equipment, including eight 4-inch conduits, the location of which is also to be approved by Landlord. In connection with such generator, Tenant shall also have the right to place up to a 1,500 gallon fuel storage tank in the base of each generator in a belly tank configuration, in accordance with all local rules, laws and regulations. Tenant shall have the right to test the generator once per week at a time agreed to by Landlord in its reasonable discretion. Generator shall be equipped with silencers and attenuator systems, sufficient to maintain sound levels at or below a rating of 65 dba measured within thirty (30) feet of each generator. C. GROUNDING INSTALLATION. As noted on Exhibit C above, Landlord shall build, install, operate, maintain, repair and replace the grounding installation for the Building and Property. Tenant acknowledges that the construction of this system shall be a cost that will be passed through to the tenants based on their respective Proportionate Share. The cost of operating, maintaining, repairing, upgrading and replacing the installation shall be considered an Operating Charge and shall also be passed through to the tenants based on their respective Proportionate Share. Subject to Landlord's review and approval of the plans and specifications thereof to ensure, among other things, the integration of same into the Building and Property grounding system, Tenant shall have the right to install, operate, maintain, repair and replace a system within the Premises for the proper grounding of the telecommunications equipment which shall connect same to the Building and Property grounding system in a manner approved by Landlord, with such approval not to be unreasonably withheld or delayed. Tenant will connect to the lightening protection system in a manner approved by landlord in Landlord's reasonable discretion, and at the sole cost of Tenant. D. CONDUIT/ACCESS/RISER SPACE. Tenant shall submit its specifications of all equipment and the size, number and type of conduits for any and all connections from its Premises to Tenant's Equipment Areas in the Building to Landlord for its review and approval, which shall not be unreasonably withheld or delayed. All such plans, specifications and installations shall comply with Landlord's Master Utilization Plan and conform to the requirements of installations made in Sections 2.4 and 2.9 of Exhibit C above. E. LIFE SAFETY. Tenant may install a fire suppression system (or similar system that may be appropriate) independent of the Building systems. Tenant shall also have the right to modify any sprinkler systems to a dry pipe, double pre-action system. Any such modification shall be in strict compliance with all codes and after approval by Landlord and coordination with CM. The cost of any such modification shall be borne by Tenant. The monitoring aspects of fire suppression and security systems are also subject to the prior review and approval of Landlord's insurance carrier, which approval shall not be unreasonably withheld or delayed. The installation of any life safety system or equipment within the Premises shall be performed in a manner that enables it to be appropriately integrated into the life safety system for the Building and Property, and such integration shall be subject to Landlord's approval. Tenant shall provide audio and visual fire safety within the Premises at its expense that is compatible with and connected to Landlord's fire safety system for the Building and Property, and Tenant shall be obligated to notify Landlord in event of emergency. F. ANTENNA: Tenant may install, at its sole cost and expense, a supporting antenna. Any installation shall be subject to Landlord's approval of the size, design, location, height, installation and appearance, such approval to not be unreasonably withheld or delayed. G. REPLACEMENT. Subject to Landlord's prior review and approval, which shall not be unreasonably withheld or delayed, Tenant shall have the right to replace any or all of its equipment, including generators, batteries, GPS systems, HVAC, etc., with like kind equipment, at any time during the term of the Lease. Tenant shall promptly repair any damage to the Building or the Property caused by such replacement at Tenant's sole risk and expense. 30 H. SECURITY. Subject to Section 2.5 of Exhibit C above, and upon Landlord's review and approval, Tenant shall have the right to install a specialized "card-key" security system, palm readers, retinal scanners, and video telephones to govern access to the Premises or certain portions thereof as designated by Tenant. Landlord agrees that Tenant shall have the right to install such a system at Tenant's sole cost and expense. I. FUEL CONNECTIONS. Tenant is required to install at its expense all fuel lines from the header on its floor in the fuel riser to its fuel pump, then to its generator. J. DEMISING WALLS. Tenant is required to install at its expense fire- rated demising walls at a fire rating for all common area corridors as required by code, and subject to the prior review and approval of Landlord, which shall not be unreasonably withheld or delayed. K. BATHROOMS. Tenant may install additional bathrooms at its expense upon Landlord's review and approval. L. FIBER. Tenant is required to install at its expense all fiber lines and conduits from Landlord's main fiber duct banks on the ground level to its Premises and other approved areas or to all Tenant Equipment Areas as reasonably approved by Landlord. 3. OTHER MATTERS. A. Subject to the review and approval of plans and specifications by Landlord, and subject to other applicable provisions of this Lease, Tenant, at Tenant's expense, may bring fiber optic cables to the Premises from any existing or future telecommunications provider which has or will have fiber in the Building, whether located in the Main Point of Entry(s) ("MPOE(s)"), main building telecommunications room(s), or other authorized locations within the Building. B. Subject to other applicable provisions of this Lease, and upon the approval of Tenant's plans and specifications by Landlord, Tenant may, at its sole cost and expense, or at the sole cost and expense of the fiber provider, bring additional fiber from telecommunications fiber providers, whether currently serving the Building or not, into the Building to provide fiber to the Premises. The construction of such additional fiber may include the removal and replacement of. curbing, pavement, and sidewalks at Tenant's or fiber provider's expense; provided, that (i) Tenant and its contractors comply with all applicable laws and regulations and obtain all permits at Tenant's expense, (ii) any damage or destruction to curbing, pavement, sidewalks and other portions or elements of the Building or the Property (including the premises of any other tenant of the Building) shall be forthwith repaired or replaced, as applicable, at the sole cost of Tenant (and such obligation shall be considered Additional Rent); and (iii) the work to be performed is coordinated with Landlord's CM, and the identity of any contractor or subcontractor performing work, and any security by such contractor(s) is approved in advance in writing by Landlord. Tenant and Tenant's contractor shall also comply in all respects with Article 9 of the Standard Provisions of the Lease. 4. FLOOR LOADS: Tenant may not exceed permitted floor loads without the prior written approval of Landlord, which approval may be granted, conditioned or denied in the sole and absolute discretion of Landlord. 5. LOADING DOCKS, FREIGHT ELEVATOR USE DURING CONSTRUCTION: Tenant shall coordinate its construction activities and deliveries with Landlord's CM so as to ensure that its use and scheduling of freight elevators and other facilities is compatible with Landlord's reasonable requirements and those of other tenants. Landlord shall review and respond to Tenant requests for review of plans and specifications of structural matters within thirty (30) business days of their submission to Landlord's CM. Landlord shall review and respond to tenant requests for review of plans and specifications of non-structural matters within fifteen (15) business days of their submission to Landlord's CM. 31 EXHIBIT E RULES AND REGULATIONS This Exhibit is attached to and made a part of that certain Lease Agreement dated as of the ____ day of October 2000 (the "Lease"), by and between T-Rex Technology Center of the Americas LLC, a Delaware limited liability company ("Landlord") and NAP of the Americas. Inc., a Florida corporation ("Tenant"). The following Rules and Regulations have been formulated for the safety and well-being of all tenants of the Building and to ensure compliance with all municipal said other requirements. Strict adherence to these Rules and Regulations is necessary to guarantee that each and every tenant will enjoy a safe and unannoyed occupancy in the Building in accordance with the Lease. Any continuing violation of these Rules and Regulations by Tenant, after notice from Landlord, shall be deemed to be an Event of Default under the Lease. Landlord may, upon request by any tenant, waive the compliance by such tenant to any of these Rules and Regulations, provided that (i) no waiver shall be effective unless signed by Landlord or Landlord's authorized agent, (ii) any such waiver shall not relieve such tenant from the obligation to comply with such Rule and Regulation in the future unless expressly consented to by Landlord, (iii) no waiver granted to any tenant shall relieve any other tenant from the obligation of complying with the Rules and Regulations unless such other tenant has received a similar waiver in writing from Landlord, and (iv) any such waiver by Landlord shall not relieve Tenant from any obligation or liability of Tenant to Landlord pursuant to the Lease for any loss or damage occasioned as a result of Tenant's failure to comply with any such Rule or Regulation. 1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, halls and other parts of the Building not occupied by any tenant shall not be obstructed or encumbered by any tenant or used for any purpose other than ingress and egress to and from the Premises, and if the Premises are situated on the ground floor of the Building, then Tenant shall, at its own expense, keep the sidewalks and curbs directly in front of the Premises clean and free from ice and snow. Landlord shall have the right to control and operate the public portions of the Building and the facilities furnished for common use of the tenants in such manner as Landlord deems best for the benefit of the tenants generally. No tenant shall permit the visit to the Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment by other tenants of the entrances, corridors, elevators and other public portions or facilities of the Building. 2. No awnings or other projections shall be attached to any wall of the Building without the prior written consent of Landlord. No drapes, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord. Such awnings, projections, curtains, blinds, shades, screens or other fixtures must be of a quality, type, design and color, and attached in the manner, approved by Landlord. 3. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors or vestibules without the prior written consent of Landlord. 4. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, chemicals, paints, cleaning fluids or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same. 5. There shall be no marking, painting, drilling into or in any way defacing the Building or any part of the Premises visible from public areas of the Building. Tenant shall not construct, maintain, use or operate within the Premises any electrical device, wiring or apparatus in connection with a loud speaker 32 system or other sound system, except as reasonably required for its communication system and approved prior to the installation thereof by Landlord. No such loudspeaker or sound system shall be constructed, maintained, used or operated outside of the Premises. 6. No bicycles, vehicles, animals, birds or pets of any kind shall be brought into or kept in or about the Premises, and no cooking (except for hot-plate or microwave cooking by Tenant's employees for their own consumption, the equipment for and location of which are first approved by Landlord) shall be done or permitted by any tenant on the Premises. No tenant shall cause or permit any unusual or objectionable odors to be produced upon or to permeate from the Premises. 7. The use of the Premises by each tenant was approved by Landlord prior to execution of the Lease and such use may not be changed from the Permitted Use without the prior approval of Landlord. No space in the Building shall be used for manufacturing of goods for sale in the ordinary course of business, for the storage of merchandise for sale in the ordinary course of business or for the sale at auction of merchandise, goods or property of any kind. 8. No tenant shall make any unseemly or disturbing noises or disturb or interfere with occupants of the Building or neighboring buildings or Premises or those having business with them whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing or in any other way. No tenant shall throw anything out of the doors or windows or down the corridors or stairs. 9. No flammable, combustible or explosive fluid, chemical, asbestos or other hazardous substance or any other material harmful to tenants of the Building shall be brought, installed in or kept upon the Premises. No space heaters, fans or individual air conditioning units may be used in the Premises. Any electrical or extension cords deemed to be a fire hazard by Landlord in Landlord's sole discretion shall be removed. 10. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant nor shall any changes be made in existing locks or the mechanism thereof. The doors leading to the corridors or main halls shall be kept closed at all times except as they may be used for ingress or egress. Each tenant shall, upon the termination of its tenancy, restore to the Landlord all keys of stores, offices, storage and toilet rooms either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so furnished, such tenant shall pay to Landlord the cost thereof. 33 EXHIBIT E GUARANTY OF LEASE THIS GUARANTY made as of this ___ day of October, Terremark Worldwide, Inc. ("Guarantor") in favor of Technology Center of the Americas, LLC, a Delaware limited liability company ("Landlord"). R E C I T A L S A. NAP of the Americas, Inc. ("Tenant") is desirous of entering into that certain lease of even date herewith with Landlord relating to certain premises known as 149,184 square feet of space located on the second floor of the T-Rex Technology Center of the Americas -- Miami, which Lease is herein referred to as the "Lease"). B. Guarantor has requested that Landlord enter into the Lease. C. Landlord has declined to enter into the Lease unless Guarantor guarantees the Lease. NOW, THEREFORE, to induce Landlord to enter into the Lease, Guarantor hereby agrees as follows: 1. UNCONDITIONAL GUARANTY. Guarantor unconditionally guarantees to Landlord and the successors and assigns of Landlord the full and punctual payment, performance and observance by Tenant of all of the terms, covenants and conditions in the Lease to be kept, performed or observed by Tenant. 1f at any time, Tenant shall default in the performance or observance of any of the terms, covenants or conditions in the Lease to be kept, performed or observed by Tenant, including, without limitation, the payment of any rent or other charge, Guarantor will keep, perform and observe the same, as the case may be, in place and stead of Tenant. It is understood and agreed that the use of the word "Lease" herein shall include the Basic Lease Information Rider ("Rider"), all exhibits, and all schedules attached to the Lease. 2. WAIVER OF NOTICE; NO RELEASE OF LIABILITY. Any act of Landlord or the successors or assigns of Landlord consisting of the giving of any consent to any manner or thing relating to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without any notice to Guarantor and without releasing or diminishing the obligations of Guarantor hereunder. The obligations of Guarantor hereunder shall not be released or diminished by Landlord's receipt, application or release of security given for the performance and observance of covenants and conditions in the Lease to be performed or observed by Tenant, or by any modifications of the Lease. The liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Tenant in any creditors, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under the Lease resulting from the operation of any present or future provision of the Federal Bankruptcy Code or other statute or from the decision in any court; (c) the rejection or disaffirmance of the Lease in any such proceedings; (d) the assignment or transfer of the Lease by Tenant; (e) any disability or other defense of Tenant; (f) the cessation from any cause whatsoever of the liability of Tenant; or (g) the exercise by Landlord of any rights or remedies reserved to Landlord under the Lese, provided or permitted by law or by reason of any termination of the Lease. 3. JOINDER: STATUTE OF LIMITATIONS. Guarantor agrees that it may be joined in any action against Tenant in connection with the obligations of Tenant under the Lease as covered by this Guaranty and recovery may be had against Guarantor in any such action or Landlord may enforce the obligations of Guarantor hereunder without first taking any action whatsoever against Tenant or its successors and assigns, or pursue any other remedy or apply any security it may hold, and Guarantor hereby waives all rights to assert or plead at any time any statute of limitations as relating to the Lease, the obligations of Guarantor hereunder and any and all surety or other defenses in the nature thereof. 4. LIMITATION OF CLAIMS; SUBORDINATION. Until all of the covenants and conditions in the Lease on Tenant's part to be performed and observed are fully performed and observed, Guarantor: 34 (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by Guarantor, in compliance with the obligations of Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to Landlord under the Lease. 5. DE FACTO TENANT. In the event this Guaranty shall be held ineffective or unenforceable by any court of competent jurisdiction, or in the event of any limitation of liability of Guarantor herein other than as expressly provided herein, then Guarantor shall be deemed to be a tenant under the Lease with the same force and effect as if Guarantor were expressly named as a joint and several tenant therein with respect to the obligations of Tenant thereunder hereby guaranteed. 6. AMENDMENT OR ASSIGNMENT OF LEASE. The provisions of the Lease may be changed, modified, amended or waived by agreement between Landlord and Tenant at any time, or by course of conduct, without the consent of and without notice to Guarantor. This Guaranty shall guarantee the performance of the Lease as so changed, modified, amended or waived. Any assignment of the Lease (as permitted by the Lease) shall not affect this Guaranty and if Landlord disposes of its interest in the Lease, "Landlord", as used in this Guaranty, shall mean Landlord's successors and assigns. 7. DEFENSES OF TENANT. Guarantor waives any defense by reason of any legal or other disability of Tenant and any other party to the Lease, and further waives any other defense based on the termination of Tenant's liability for any cause, as well as any presentments, or notices ofo acceptance of this Guaranty, and further waives all notices of the existence, creation, or incurring of new or additional obligations. 8. NO WAIVER BY LANDLORD. No delay on the part of Landlord in exercising any right hereunder or under the Lease shall operate as a waiver of such right or of any other right of Landlord under the Lease or hereunder, nor shall any delay, omission or waiver on any one or more occasions be deemed a bar to or a waiver of the same or any other right on any other future occasion. 9. JOINT AND SEVERAL LIABILITY. If there is more than one undersigned Guarantor, the term "Guarantor", as used herein, shall include all of such undersigned and each and every provision of this Guaranty shall be binding on each and every one of the undersigned and they shall be jointly and severally liable hereunder and Landlord shall have the right to join one or all of them in any proceeding or to proceed against them in any order. 10. WHOLE AGREEMENT. This instrument constitutes the entire agreement between Landlord and Guarantor with respect to the subject matter hereof; superseding all prior oral or written agreements or understandings with respect hereto and may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and Landlord. 11. APPLICABLE LAW. This Guaranty shall be governed by and construed in accordance with the laws of the State in which the Premises are located. 12. GUARANTOR'S SUCCESSORS. Guarantor's obligations under this Guaranty shall be binding on the successors, heirs and assigns of Guarantor. Guarantor shall not be released by any assignment or delegation by it of its obligations hereunder. 13. ATTORNEYS' FEES. If Landlord is required to enforce Guarantor's obligations hereunder by legal proceedings, Guarantor shall pay to Landlord all costs incurred, including without limitation, reasonable attorneys, fees. 14. CAPTIONS. The paragraph headings appearing herein are for purposes of identification and reference only and shall not be used in interpreting this Guaranty. 35 15. INTERPRETATION; SEVERABILITY. It is agreed that if any provision of this Guaranty or the application of any provision to any person or any circumstance shall be determined to be invalid or unenforceable, such determination shall not affect any other provisions of this Guaranty or the application of such provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. It is the intention of the parties hereto that if any provision of this Guaranty is capable of two constructions one of which would render the provision valid, the provision shall have the meaning which renders it valid. 16. EXTENSIONS AND RENEWALS. This Guaranty shall apply to the Lease, any extension or renewal thereof and to any holdover term following the term granted in the Lease or any extension or renewal thereof. 17. ACKNOWLEDGMENT; ENFORCEABILITY. GUARANTOR REPRESENTS AND WARRANTS TO LANDLORD THAT GUARANTOR HAS READ THIS GUARANTY AND UNDERSTANDS THE CONTENT HEREOF AND THAT THIS GUARANTY IS ENFORCEABLE AGAINST GUARANTOR IN ACCORDANCE WITH ITS TERMS. 18. FINANCIAL STATEMENTS. Tenant shall provide current audited financial statements for the Guarantor to Landlord with the delivery of the Lease, as well as upon the request of Landlord from time to time during the term of the Lease. IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year first above written. WITNESSES GUARANTOR TERREMARK WORLDWIDE, INC. - ----------------------------- ---------------------------------------------- - ----------------------------- 36 SCHEDULE 4.2 WIRE TRANSFER INSTRUCTIONS WIRING INSTRUCTION TO OCEAN BANK: NAP of the Americas, Inc. 2601 S. Bayshore Drive, PH1B Coconut Grove, Fl 33133 Account No. 101292854-05 Ocean Bank 780 NW 42 Avenue Miami, Florida 33126 ABA ff06601 1392 SCHEDULE 5.1(b) TENANT'S OPERATING CHARGES Operating Charges shall mean all costs and expenses incurred by Landlord in the ownership and operation of the Building, including all of the following: (1) electricity, gas, water, sewer and other utility charges with respect to the operation of common areas of the Building; (2) premiums and other charges for insurance (including, but not limited to, property insurance, rent loss insurance and liability insurance); (3) all market rate management fees incurred in the management of the Building; (4) all costs incurred in connection with service and maintenance contracts; (5) maintenance and repair expenses and supplies; (6) amortization (calculated over the useful life of the improvement, with interest at Landlord's cost of funds or (if the improvement is not financed) at the prime rate reported in The Wall Street Journal) for capital expenditures which have been approved by Tenant or which are made by Landlord for the purpose of complying with legal or insurance requirements or that are intended to result in a net decrease in Operating Charges (hereinafter referred to as "Qualified Capital Expenditures"); (7) salaries, wages, benefits and other expenses of Building personnel; (8) legal fees (except as excluded below), administrative expenses, and accounting, architectural and other professional fees and expenses; (9) costs of any service not provided to the Building on the Lease Commencement Date but thereafter provided by Landlord in the prudent management of the Building; (10) charges for concierge, security, janitorial, char and cleaning services and supplies furnished to the Building; (11) costs associated with the provision or operation of any common facilities and service amenities; (12) the cost of maintaining management, engineering and/or maintenance offices in the Building (including the fair market rental value of the space devoted to such uses); (13) any business, professional and occupational license tax paid by Landlord with respect to the Building; (14) any personal property tax payable with respect to Landlord's property located at the Building that is used in connection with the maintenance, repair, or operation of the Building; and (15) any other expense incurred by Landlord in maintaining, repairing or operating the Building and related property. Operating Charges shall not include the following: (i) Principal payments or interest payments on any mortgage, other debt costs and ground rent payments on any ground lease. (ii) Leasing commissions paid by Landlord. (iii) Cost of repair or other work occasioned by fire, windstorm or other casualty, or by condemnation, to the extent reimbursed by insurance proceeds or condemnation award, and any other costs of items for which Landlord receives reimbursement from a third party. (iv) Costs incurred due to renovating, decorating, redecorating or otherwise improving space for tenants in the Building. (v) Costs of correcting latent defects (not standard repairs) during the initial warranty period after construction. All repairs and replacements resulting from ordinary wear and tear, use, fire, casualty, vandalism and other matters shall not be deemed to be latent construction defects. (vi) Landlord's costs of electricity and other services sold to particular tenants which services are not standard for the Building and for which Landlord is entitled to reimbursement by such particular tenants. (vii) Depreciation and amortization of the Building or any fixtures or improvements therein. (viii) Expenses in connection with services or other benefits of a type which are not standard for the Building and which are not available to Tenant without specific charge therefore, but which are provided to another tenant or occupant and for which such other tenant or occupant is specifically charged by Landlord. (ix) Costs, penalties, fines and associated legal expenses incurred due to violation by Landlord or any tenant in the Building of the terms of any applicable federal, state or local government laws, codes or similar regulations that would not have been incurred but for any such violations by Landlord, it being intended that each party shall be responsible for costs resulting from its own violation of such laws, codes and regulations as the same shall pertain to the Building. Notwithstanding the foregoing, interest or penalties incurred in connection with assessments or taxes which are reasonably contested by Landlord shall be included as an acceptable Operating Charge. (x) Costs of Landlord's general overhead and general administrative expenses (individual, partnership or corporate, as the case may be), which costs would not be chargeable to operating expenses of the Building in accordance with generally accepted accounting principles, consistently applied. (xi) Any compensation paid to clerks, attendants or other persons in commercial concessions (such as snack bar or restaurant), if any, operated by Landlord. (xii) All items and services for which Tenant or any other building tenant specifically reimburses Landlord. (xiii) Legal fees in connection with leasing, tenant disputes or enforcement of leases. (xiv) Capital expenditures, except Qualified Capita] Expenditures. (xv) Costs of overtime HVAC service whether provided to the Tenant or any other tenant of the Building. (xvi) Costs of repairing, replacing or otherwise correcting defects (including latent defects) in or inadequacies of (but not the costs of ordinary and customary repair for normal wear and tear) the initial design or construction of the Building. (xvii) Allowances, concessions, permits, licenses, inspections and other costs and expenses incurred in completing, fixturing, renovating or otherwise improving, decorating or redecorating space for tenants (including Tenant), prospective tenants or other occupants of the Building, or vacant leasable space in the Building, or constructing or finishing demising walls and public corridors with respect to any such space. (xviii) Any amount specifically required to be paid by Landlord to Tenant under this Lease, and any cost or expense (A) which is due to Landlord's negligence or willful misconduct, (B) which is incurred pursuant to any Landlord indemnification and/or hold harmless provision, or (C) which is a result of any breach of this Lease or any other lease for space in the Building. (xix) Costs incurred in connection with the sale, financing, refinancing, mortgaging, selling or change of ownership of the Land or Building. (xx) Costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payments of utility bills and other costs of operating the Building incurred by Landlord's failure to make such payments when due. (xxi) All amounts which would otherwise be included in Operating Charges which are paid to any affiliate or subsidiary of Landlord, or any representative, employee or agent of same, to the extent the costs of such services exceed the competitive rates for similar services of comparable quality rendered by persons or entities of similar skill, competence and experience. It is hereby acknowledged by Tenant that the management fee in the amount of 5% of gross rentals to be paid to an affiliate of Landlord is a competitive, market rate fee. (xxii) Increased insurance premiums caused by Landlord's or any other tenant's hazardous acts. (xxiii) Moving expense costs of tenants of the Building. (xxiv) Advertising, public relations and promotional costs associated with the promotion or leasing of the Building, and costs of signs in or on the Building identifying the owners of the Building or any tenant of the Building. (xxv) Costs incurred to correct violations by Landlord of any law, regulation, rule, order or ordinance which was in effect as of the Lease Commencement Date. (xxvi) Non-cash items, such as interest on capital invested, bad debt losses, rent losses and reserves for such losses. 2 (xxvii) Electric power costs for which any tenant directly contracts with the local public service company. In the event a single expenditure pays for the provision of a good or service to both the Building and any neighboring building owned by Landlord, then Operating Charges of the Building shall include only the portion of such payment that is equitably allocable to the Building, as reasonably determined by Landlord. 3 EX-10.3 6 g81998exv10w3.txt EX-10.3 AGREEMENT BETWEEN REGISTRANT & TELECORDIA Exhibit 10.3 TELCORDIA TECHNOLOGIES | -------------------------- Performance from Experience PROFESSIONAL SERVICES MASTER AGREEMENT CONTRACT NO.. 20000822JS113827 - -------------------------------------------------------------------------------- This Agreement, effective as of August 9, 2000, is between NAP of the Americas, Inc., ("NAPA"), a Florida corporation and a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), having an office at 2601 S. Bayshore Drive, 9th Floor, Coconut Grove, Florida 33133 and Telcordia Technologies, Inc. ("Telcordia"), a Delaware corporation, having an office at 445 South Street, Morristown, New Jersey 07960-6438. Notwithstanding anything to the contrary in this agreement, Terremark, along with its majority owned subsidiaries, shall guarantee all of the terms and conditions of this agreement on behalf of NAP of the Americas, Inc. Notwithstanding the foregoing, the Parties agree that the terms and conditions of the financing structure ("Financing Agreement"), currently under negotiation between the Parties, shall replace and supercede the Billing terms and conditions under Section 2.2 of this Master Agreement as governing and controlling each Work Statement retroactively from the effective date of the Master Agreement. The Parties further acknowledge and agree that the Financing Agreement will address any necessary adjustment in terms, including price, required for such application, and shall be mutually agreed to by the Parties. I. DESCRIPTION OF PROFESSIONAL SERVICES Telcordia shall provide to NAPA the Professional Services ("Services") related to the NAP of the Americas Miami, which will be described in individual Work Statements under this Agreement in the form of Exhibit A. A detailed description of the work, schedules, deliverables, fees and payment schedule will be included in each Work Statement. NAPA must authorize the Services by executing the Work Statement and returning it to Telcordia's Administrative Contact. II. NAPA AND TELCORDIA ADMINISTRATIVE CONTACTS Brian K. Goodkind Beth Morgan Executive Vice President & Director Chief Operating Officer Terremark Worldwide, Inc. 2601 S. Bayshore Drive Telcordia Technologies, Inc. 9th Floor 1200 Brickell Avenue Coconut Grove, FL 33133 Suite 1200 Tel. No. 305-856-3200 Miami, FL 33149 Tel. No. 305-372-7970 TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC. CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed or made available solely to authorized persons having a need to know within Telcordia and NAPA, except with written permission of Telcordia. Fax No. 305-856-0252 Fax No. 305-349-2030 In consideration of the mutual obligations assumed under this Agreement, Telcordia and NAPA agree to the Terms and Conditions attached to this Agreement and represent that this Agreement is executed by duly authorized representatives as of the dates below. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN ---------------------------- -------------------------- Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN ---------------------------- -------------------------- Title: VICE PRESIDENT Title: SENIOR CONTRACT MANAGER ---------------------------- -------------------------- Date: 9-1-00 Date: 9-1-00 ---------------------------- -------------------------- TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 2 CONFIDENTIAL - RESTRICTED ACCESS TERMS AND CONDITIONS 1. DEFINITIONS 1.1 "BUSINESS DAY" means an eight hour day during normal business hours. 1.2 "CONFIDENTIAL INFORMATION" means information of a party to this Agreement which is provided or disclosed to the other and is marked as confidential or proprietary. If the information is initially disclosed orally then (1) it must be designated as confidential or proprietary at the time of the initial disclosure and (2) within twenty (20) days after disclosure, the information must be reduced to writing and marked as confidential or proprietary. No information of the disclosing party will be considered Confidential Information to the extent the information: a)is in the public domain through no fault of the recipient either before or after disclosure; or b)is in the possession of the recipient prior to the disclosure, or thereafter is independently developed by recipient's employees or consultants who have had no prior access to the information; or c)is rightfully received from a third party without breach of any obligation of confidence. 1.3 "DELIVERABLE" means any written summary of results or any other written data, information or materials provided to NAPA including data, comments and conclusions pertaining to the Professional Services performed under this Agreement. 1.4 "YEAR 2000 COMPUTER PROBLEM" means the inability of any hardware, software, firmware, middleware, or microchip to record, store, process, recognize, calculate, and display calendar dates falling on or after January 1, 2000, in the same manner, and with the same functionality, that it records, stores, processes, recognizes, calculates, and displays calendar dates falling on or before December 31, 1999. 2. FEES AND PAYMENTS 2.1 FEES AND EXPENSES. NAPA shall pay Telcordia for the Professional Services either a fixed quote price or a time and materials fee based upon the documented hours worked and the current fee schedule. NAPA shall also reimburse Telcordia for all reasonable, documented, out-of-pocket expenses incurred in connection with the Services, including travel, lodging, meals and telephone costs. Telcordia reserves the right to limit Services to no more than ten (10) hours within a 24-hour period. In connection with all Work Statements under this Master Agreement, NAPA shall be entitled to the same fees and "preferred pricing" guaranty it was given in paragraph 5(b) of Work Statement No. 0001. 2.2 BILLING. For Services provided under a fixed quote price, Telcordia shall submit bills to NAPA according to the schedule described in each Work Statement. For Services provided under a time and materials fee, Telcordia shall submit monthly bills to NAPA for Services rendered during the prior month and expenses incurred. NAPA shall pay billed amounts within thirty (30) days of the date of the bill. 2.3 PAYMENTS. Payments to Telcordia must be in United States dollars and may be either: a)wire transferred to: Chase Manhattan Bank New York, New York ABA #021000021 (for all wires, ACH & EFT Account #323145663 Attention: Account Officer Telcordia Technologies, Inc. Telcordia Contract No. ___________, or TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 3 CONFIDENTIAL - RESTRICTED ACCESS a)mailed to: Telcordia Technologies, Inc. Church Street Station Post Office Box 06334 New York, NY 10249-63 34 Attention: Account Officer Telcordia Contract No. ____________ 2.4 OVERDUE PAYMENTS. Overdue payments are subject to a late payment charge, calculated and compounded monthly, and calculated at an annual rate of either (1) one percent (1%) over the lowest prime rate available in New York City, as published in The Wall Street Journal on the first Monday (or the next bank business day) following the payment due date; or (2) 12 percent (12%), whichever shall be higher. If the amount of the late payment charge exceeds the maximum permitted by law, the charge will be reduced to that maximum amount. 2.5 TAXES. NAPA shall pay or reimburse Telcordia for all sales or use taxes, duties, or levies imposed by any authority, government or government agency (other than those levied on Telcordia's net income) in connection with this Agreement. If Telcordia is required to collect a tax to be paid by NAPA, NAPA shall pay this tax on demand. If NAPA fails to pay these taxes, duties or levies, NAPA shall pay all reasonable expenses incurred by Telcordia, including reasonable attorney's fees, to collect such taxes, duties or levies. 3. CONFIDENTIAL INFORMATION 3.1 USE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed by NAPA to Telcordia in connection with the Professional Services conducted under this Agreement will be used by Telcordia only for the performance of the Professional Services described in the Work Statement and Confidential Information disclosed by Telcordia to NAPA will be used by NAPA solely for its own internal purposes, unless otherwise expressly provided in this Agreement. 3.2 DISCLOSURE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed under this Agreement by one party to the other will be protected by the recipient from further disclosure, publication, and dissemination to the same degree and using the same care and discretion as the recipient applies to protect its own confidential or proprietary information from undesired disclosure, publication and dissemination. Except as set forth in the following paragraph, neither party will disclose the other's Confidential Information to any affiliate or other third party, without prior written consent from the other party. If Confidential Information is required by law, regulation, or court order to be disclosed, the recipient must first notify the disclosing party and permit the disclosing party to seek an appropriate protective order. 3.3 DISCLOSURE TO EMPLOYEES AND CONSULTANTS. Confidential Information disclosed under this Agreement may be disclosed to a receiving party's employees (including contract employees) or consultants who participate in the Services if the employees and consultants have been made aware of their responsibilities under this Agreement and the consultants (including contract employees) have signed a statement agreeing to be bound by the terms of this Agreement with respect to confidentiality. 3.4 MISUSE OF CONFIDENTIAL INFORMATION. Either party's failure to fulfill the obligations and conditions with respect to any use, disclosure, publication, release, or dissemination to any third person of the other party's Confidential Information or breach of any restrictions or obligations of any licenses granted by the other party, constitutes a material breach of this Agreement. In that event the aggrieved party may, at its option and in addition to any other remedies that it may have, terminate this Agreement, its obligations and any rights or licenses granted upon thirty (30) days written notice to the other TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 4 CONFIDENTIAL - RESTRICTED ACCESS party. In addition to any other remedies it may have, the aggrieved party has the right to demand the immediate return of all copies of Confidential Information provided to the other party under this Agreement. The parties recognize that disclosure of Confidential Information in violation of this Agreement will result in irreparable harm. Each party shall have the right to injunctive relief in the event of a disclosure in violation of this Agreement. 4. ALLOCATION OF INTELLECTUAL PROPERTY AND GRANT OF LICENSES 4.1 LICENSE TO USE THE DELIVERABLES. Subject to the restrictions set forth below, Telcordia grants to NAPA a personal, nontransferable, nonexclusive license to use and copy the Deliverable for NAPA internal business purposes. This license shall include a license to use any Telcordia newly-created Invention, Work of Authorship or other intellectual property to the extent necessary for NAPA to meet the purposes set forth in this Agreement or in an applicable Work Statement. This license shall further include the right to provide copies of the Deliverable to consultants, contractors or suppliers who are hired to carry out recommendations within the Deliverable as long as such consultant, contractor or supplier is subject to an agreement requiring confidentiality of the Deliverable, and which limits the use of the Deliverable by the consultant, contractor or supplier to providing services to NAPA. NAPA shall include a Telcordia copyright notice on all copies of Deliverables. The services and any Deliverables are not "work for hire." 4.2 OWNERSHIP OF NEWLY-CREATED INTELLECTUAL PROPERTY. Any patentable or unpatentable discoveries, ideas, including methods, techniques, know-how, concepts, or products ("Invention"); or any works fixed in any medium of expression, including copyright and mask work rights ("Works of Authorship"); or any other intellectual property created by Telcordia during the course of the Services shall be the sole and exclusive property of Telcordia. Any Inventions, Works of Authorship or other intellectual property created jointly by Telcordia and NAPA during the course of the Services shall be the joint property of Telcordia and NAPA, each party having full licensing rights with no obligation of accounting to the other party. 4.3 NO RIGHTS BY IMPLICATION. Except as set forth above, no direct or indirect ownership interest or license rights in Inventions, Works of Authorship or other intellectual property including software or patents are granted or created by implication in this Agreement. Any grant of an ownership interest or license rights in an Invention, Work of Authorship or other intellectual property including software or patents must be negotiated in a separate agreement. Telcordia will use reasonable efforts to inform NAPA of any Telcordia owned Inventions, Works of Authorship or other intellectual property that Telcordia believes may be necessary for NAPA to use the Deliverable or to meet the purposes set forth in this Agreement or in an applicable Work Statement. 4.4 SIMILAR WORK FOR OTHER CUSTOMERS. Telcordia may perform the same or similar services for others, including providing the same or similar conclusions and recommendations provided that NAPA Confidential Information is not disclosed. 5. NAPA'S RESPONSIBILITIES 5.1 ACCESS. NAPA is responsible for providing Telcordia with access to NAPA's premises, employees, documentation or other information needed to perform the Services. 5.2 CUSTOMER REQUIREMENTS. NAPA acknowledges it has independently determined that the Services and Deliverables requested in any Work Statement to this Agreement meet its requirements. 5.3 OBJECTIVES AND RESULTS. Services and Deliverables provided by Telcordia under any Work Statement to this Agreement are provided to assist NAPA; however, NAPA, not Telcordia, will be responsible for determining objectives and obtaining desired results. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 5 CONFIDENTIAL - RESTRICTED ACCESS 5.4 YEAR 2000 SERVICES OR RESULTS. UNLESS SPECIFICALLY DESCRIBED IN A WORK STATEMENT UNDER THIS AGREEMENT (AND SEPARATELY IDENTIFIED AS "YEAR 2000 SERVICES OR RESULTS"), TELCORDIA'S SERVICES (AND THE DELIVERABLES, IF ANY, PROVIDED BY TELCORDIA HEREUNDER) WILL NOT INCLUDE ANY YEAR 2000 ANALYSES, ASSESSMENT, REMEDIATION, TESTING OR OTHER SERVICES OR DELIVERABLES RELATED TO THE YEAR 2000 COMPUTER PROBLEM (AS DEFINED IN SECTION 1.4) NOR DOES TELCORDIA MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES OR DELIVERABLES, IF ANY, PROVIDED HEREUNDER WILL NECESSARILY RESULT IN YEAR 2000 COMPLIANCE, READINESS OR FUNCTIONALITY OF ANY OF THE CUSTOMER'S NETWORK, SYSTEMS, HARDWARE, SOFTWARE, MIDDLEWARE OR EMBEDDED SYSTEMS, THE ISSUE OF SUCH COMPLIANCE, READINESS OR FUNCTIONALITY BEING OUTSIDE THE SCOPE OF THIS AGREEMENT UNLESS SPECIFICALLY PROVIDED, AS NOTED ABOVE, IN A WORK STATEMENT. 5.5 ADDITIONAL RESPONSIBILITIES. Any additional NAPA responsibilities will be described in the applicable Work Statement. 6. REPRESENTATIONS AND WARRANTIES 6.1 RIGHT TO PROVIDE INFORMATION. NAPA represents and warrants to Telcordia that it has the right to provide the information, specifications and data that it has or will provide to Telcordia in order for Telcordia to complete the Services and to create the Deliverables identified hereunder. NAPA further represents and warrants that possession and use of that information, specifications and data by Telcordia under the terms and conditions of this Agreement will not constitute an infringement upon any patent, copyright, trade secret, or other intellectual property right of any third party. 6.2 EMPLOYEE AND CONSULTANT AGREEMENTS. Each party represents and warrants to the other that it shall have obtained, prior to the commencement of the Professional Services, appropriate agreements with its employees and consultants who may participate in the Services sufficient to enable it to comply with the terms of this Agreement. 7. WARRANTY AND DISCLAIMER OF WARRANTIES 7.1 LIMITED WARRANTY. Notwithstanding Section 8.1, Telcordia warrants that the Services provided under this Agreement shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature. In the event of any breach of the foregoing warranty, provided NAPA has delivered to Telcordia timely notice of such breach as hereinafter required, Telcordia shall, at its own expense, in its discretion either: (1) reperform the non-conforming Services and correct the non-conforming Deliverables to conform to this standard; or (2) refund to NAPA that portion of the amounts received by Telcordia attributable to the nonconforming Services and/or Deliverables. No warranty claim shall be effective unless NAPA has delivered to Telcordia written notice specifying in detail the non-conformities within thirty (30) days after performance of the non-conforming Services or tender of the non-conforming Deliverables. The remedy set forth in this Section 7.1 is the sole and exclusive remedy for breach of the foregoing warranty. 8. LIMITATION OF LIABILITY 8.1 LIMITED LIABILITY. Telcordia has no liability to NAPA, exceeding that specified in the following paragraph, in contract (including warranty and indemnity), or in tort, strict liability or otherwise with respect to any written or oral statement, information, comment or conclusion made by or on behalf of Telcordia or otherwise in connection with the Services provided under this Agreement including, but not limited to, any materials or any other TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 6 CONFIDENTIAL - RESTRICTED ACCESS information or Deliverable prepared and/or made available to NAPA under the terms of this Agreement. Further, neither party shall be liable to the other party for any indirect, special or consequential damages suffered as a result of any statement, comment, conclusion, or performance or nonperformance under each Work Statement, even if advised of the possibility of damage or loss. 8.2 LIABILITY NOT TO EXCEED AMOUNTS PAID. Telcordia's liability, if any, to NAPA or to any third party for claimed loss or damage under each Work Statement shall not exceed the amount actually paid by NAPA to Telcordia under the applicable Work Statement. 9. GENERAL 9.1 PUBLICITY. Notwithstanding anything herein to the contrary, each party is prohibited from using in advertising, publicity, promotion, marketing, or other similar activity, any name, trade name, trademark, or other designation including any abbreviation, contraction or simulation of the other without the prior, express, written permission of the other. 9.2 HIRING OF EMPLOYEES. During the term of this Agreement and for a period of two (2) years after any expiration or termination of this Agreement, neither party shall employ or solicit for employment, directly or indirectly, any employee of the other party directly involved in the Services described in the Work Statement, unless the other party has either terminated the employment of the employee, granted written permission for the employment, or it has been more than one year since the employee was last employed by the other party. Advertisements in newspapers and trade publications by either party do not constitute solicitation. 9.3 ASSIGNMENT. Neither party shall assign, in whole or in part, this Agreement, any Work Statement or any license, rights or obligations granted, to any other person or entity, without the prior written consent of the other party, which consent may not be unreasonably withheld. 9.4 WAIVER. The failure of either party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either party to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other right under this Agreement. 9.5 NON-COMPLIANCE FOR CAUSE BEYOND CONTROL. Neither party shall be liable to the other for non-compliance with any provision of this Agreement if the non-compliance resulted directly from any cause beyond the reasonable control of the party. However, this provision shall not apply to any payments due to Telcordia under this Agreement. 9.6 CHOICE OF LAW. This Agreement must be construed and enforced according to the laws of the State of New Jersey without regard to those laws relating to conflict of laws and NAPA agrees to be subject to the jurisdiction of the courts in the State of New Jersey if a suit is commenced in connection with this Agreement. 9.7 SEVERABILITY. If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall not be affected, and the remaining terms will continue in effect and be binding on the parties, provided that such holding of invalidity or unenforceability does not materially affect the essence of the Agreement. 9.8 NOTICE. Any notice or other written communication required or permitted to be given by a party under this Agreement must be addressed to the attention of the other party's Administrative Contact as identified in this Agreement or in any Work Statement and will be deemed delivered: (1) five business days after the notice has been mailed by certified mail, if applicable, or (2) the next business day after receipted delivery to a recognized overnight courier. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 7 CONFIDENTIAL - RESTRICTED ACCESS 9.9 COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws. If Telcordia requires any government licenses or approvals to proceed with the Services, Telcordia will provide NAPA with prior notice of the requirement and an estimate of any resulting increase in the price of the Services. 9.10 SURVIVAL. The Terms and Conditions of this Agreement regarding confidentiality, payment, warranties, liability and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement survive and continue in effect. 9.11 SCOPE CHANGE. The parties may mutually agree to modify or make changes to any Work Statement as necessary. Scope changes will be detailed in individual Scope Change Control Forms under this Agreement in the form of Exhibit B. Scope Change Control Forms must be signed by authorized representatives of each party. 10. INTERNATIONAL TERMS AND CONDITIONS The following terms and conditions shall apply to Services performed outside of the United States in addition to the terms and conditions contained herein. 10.1 NAPA'S REEXPORT OBLIGATIONS 10.1.1 Reexport of Technical Data. NAPA acknowledges that any commodities and/or technical data provided under this Agreement shall be subject to the Export Administration Regulations ("the EAR") administered by the U.S. Commerce Department http://www.bxa.doc.gov (The Bureau of Export Administration home page) and that any export or reexport thereof must be in compliance with the EAR. NAPA agrees that it shall not export or reexport, directly or indirectly, either during the term of this Agreement or after its expiration, any commodities and/or technical data (or direct products thereof) provided under this Agreement in any form to destinations in Country Groups D:1 or E:2, as specified in Supplement No. 1 to Part 740 of the EAR, and as modified from time to time by the U.S. Department of Commerce, or to destinations that are otherwise controlled or embargoed under U.S. law. 10.1.2 GOVERNMENTAL APPROVALS AND CONSENTS. This Agreement is subject to the receipt of any approvals and/or consents required by United States and foreign government agencies and authorities, including but not limited to the export control laws and regulations of the United States, as may be required for the consummation of the transactions contemplated by this Agreement. Telcordia shall have no liability to NAPA for failure to deliver any product or service under this Agreement as a result of the refusal of United States or foreign governmental agencies to issue any necessary approvals and consents for the export of any such product or service. 10.2 EXPORT CONTROL. Telcordia shall notify NAPA of any restricted technology that may be controlled for export purposes. Any technology provided by Telcordia that is controlled for export purposes, may require prior approval by the appropriate U.S. Government agency, either the U.S. Department of State (DOS) or the U.S. Department of Commerce (DOC). Should this technology provided by Telcordia be export controlled, NAPA will be bound by U.S. export statutes and regulations and shall comply with all export control requirements. NAPA and/or Telcordia shall have full responsibility for any required export licenses. 10.3 IMMIGRATION AND ENTRY REQUIREMENTS. NAPA shall obtain and supply Telcordia with all necessary licenses, permits, authorizations, and passes, including but not limited to professional visit passes and/or employment passes issued by the national immigration agency under the national immigration law of the local country and other clearances, in a timely manner to support performance under this Agreement. Telcordia performance is contingent upon the foregoing, and in the event that NAPA is unable to obtain and supply such to Telcordia in a timely TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 8 CONFIDENTIAL - RESTRICTED ACCESS manner, or that any of such are later withdrawn, the Telcordia performance schedule, and any other necessary terms of this Agreement shall be equitably adjusted. 10.4 ENGLISH LANGUAGE. Unless otherwise stated in a Work Statement to this Agreement, Telcordia shall provide all Reports and other Deliverables in the English language. 10.5 TAXES. Fees payable under this Agreement are exclusive of taxes. NAPA shall pay or reimburse Telcordia for all value added, income, withholding, sales or use taxes, customs or import duties, or levies imposed by any authority, government or government agency in connection with this Agreement, other than taxes imposed by the United States. 10.5.1 If Telcordia, its subcontractors, and/or their respective employees are required to pay any non-United States taxes in connection with this Agreement, including those listed above, the fees under this Agreement shall be correspondingly increased. 10.5.2 If, after the effective date of this Agreement or any applicable Work Statement hereto, there are changes or developments which may result in an increase in any non-United States taxes, and/or any new non-United States taxes or assessments are levied by a government other than the United States, or if the methods of administering or the rates of any such taxes or assessments are changed, and such new taxes, assessments or changes result in an increased potential non-United States tax liability for Telcordia, its subcontractors, and/or their respective employees under this Agreement, the fees under this Agreement shall be correspondingly increased. 10.5.3 If either party fails to pay any fees under this Agreement, or any taxes, duties, levies or assessments, such party shall pay all reasonable expenses incurred by the other party, in collecting these sums, including reasonable attorney's fees, interest and penalties. 10.5.4 NAPA shall provide to Telcordia a summary of all amounts withheld during the year no later than ten business days after December 31 of each year, addressed to Telcordia, International Collections, 3 Corporate Place, Room 2E-327, Piscataway, NJ 08854 USA. 10.5.5 Telcordia shall provide NAPA with a statement regarding any income or withholding tax for which NAPA will be responsible for in any given country, as specified in each Work Statement, prior to rendering any Services in such country. 10.6 FOREIGN CORRUPT PRACTICES ACT. Both parties shall at all times comply with applicable laws to the business and operations of Telcordia and NAPA, its subsidiaries and affiliates, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended. Any notice received from any governmental or regulatory authority or other person alleging any violation of any such applicable law shall be promptly provided to the other party. 11. ENTIRE AGREEMENT This is the entire Agreement between the parties about its subject. It incorporates and supersedes all written and oral communications about its subject. It may only be changed or supplemented by a written amendment signed by the authorized representatives of the parties. Each Work Statement executed shall be considered part of this Agreement and the terms of each control in the event of any inconsistency with the terms of this Agreement. END OF TERMS AND CONDITIONS TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 9 EXHIBIT A CONFIDENTIAL - RESTRICTED ACCESS TELCORDIA TECHNOLOGIES | -------------------------- Performance from Experience PROFESSIONAL SERVICES MASTER AGREEMENT CONTRACT NO. [##########] - ------------------------------------------------------------------------------- This Work Statement is under the Professional Services Master Agreement dated __________ and is between _________________ ("Customer") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Professional Services under the Terms and Conditions of the Agreement and any additional terms contained in this Work Statement. 1. SCOPE OF SERVICES 2. DESCRIPTION OF SERVICES Telcordia shall provide the following services: 3. NO YEAR 2000 SERVICES 4. CUSTOMER RESPONSIBILITIES 5. FEES AND PAYMENTS 6. DELIVERABLES 7. SCHEDULE OF SERVICES 8. LOCATION OF SERVICES 9. TELCORDIA'S CONTACT(S) 10. CUSTOMER'S CONTACT(S) The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. By: By: --------------------- --------------------------------- Name: Name: --------------------- --------------------------------- Title: Title: CONTRACT MANAGER --------------------- --------------------------------- Date: Date: --------------------- --------------------------------- TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC. CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed or made available solely to authorized persons having a need to know within Telcordia and NAPA, except with written permission of Telcordia. Page 10 CONFIDENTIAL - RESTRICTED ACCESS SCOPE CHANGE CONTROL FORM This Scope Change No. _______ ("Scope Change") amends the Work Statement, Contract No. ______________, ("Work Statement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this _____________ day of ________, 20__ ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Work Statement and Agreement except as may be otherwise modified herein for the limited purpose set forth herein. 1. Title of Scope Change: 2. Date of Scope Change: 3. Originator of Scope Change: 4. Reason for the Scope Change: 5. Details of the Scope Change (including any specifications): 6. Implementation timetable of the Scope Change: 7. Additional fees or refund, if any, of the Scope Change: 8. Impact of the Scope Change on other aspects of the Schedule, including but not limited to, the overall payment schedule, contractual provisions, and Deliverable schedules. 9. Other Comments: The parties to this Scope Change agree to the terms of the Agreement and the Work Statement, and further represent that this Scope Change is executed by their respective Program Managers as of the dates below, subject to final approval by the parties respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms of the Agreement or Work Statement modified or amended by this Scope Change shall be applicable only for the limited purposes of this Scope Change, and any terms and conditions of the Agreement or Work Statement not modified hereby shall remain unchanged and in full force and effect. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. By: By: --------------------------- ---------------------------- Name: Name: --------------------------- ---------------------------- Title: Title: --------------------------- ---------------------------- Date: Date: --------------------------- ---------------------------- TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 11 AMENDMENT TO THE PROFESSIONAL SERVICES MASTER AGREEMENT BETWEEN NAP OF THE AMERICAS, INC. AND TELCORDIA TECHNOLOGIES, INC. This amendment to the Professional Services Master Agreement, executed on September 1, 2000, between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. and Telcordia Technologies, Inc. ("Telcordia") ("Agreement") (Contract No. 20000822JS113827) shall amend the Agreement as follows: 1. THE PREAMBLE OF THE AGREEMENT ON PAGE 1 SHALL BE MODIFIED TO DELETE THE LAST TWO SENTENCES WHICH READ AS FOLLOWS: "Notwithstanding the foregoing, the Parties agree that the terms and conditions of the financing structure ("Financing Agreement"), currently under negotiation between the Parties, shall replace and supercede the Billing Terms and conditions under Section 2.2 of this Master Agreement as governing and controlling each Work Statement retroactively from the effective date of the Master Agreement. The Parties further acknowledge and agree that the Financing Agreement will address any necessary adjustment in terms, including price, required for such application, and shall be mutually agreed to by the Parties." 2. UNDER SECTION 2.1 FEES AND EXPENSES, THE LAST SENTENCE SHALL BE DELETED AND REPLACED WITH THE FOLLOWING: "From the date of execution of this Agreement, all labor provided by Telcordia on a time and materials basis, shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates for engineering and consulting services as set forth on page 4 of WS 001 executed on September 1, 2000 (the "Rates"), which Rates are represented by Telcordia to be the lowest or equal to the lowest rates charged to any Telcordia non-governmental customer for consulting and engineering services ("Preferred Pricing"). The Rates will not be increased before January 1, 2002, even if Telcordia increases its Preferred Pricing rates to other customers. On or after January 1, 2002. NAPA shall be charged the then prevailing Preferred Pricing (i.e., Preferred Pricing which takes into account rate increases to other non-governmental customers between the time of the execution of this Amendment and January 1, 2002). Notwithstanding the Preferred Pricing guaranty set for herein, NAPA acknowledges that the Preferred Pricing model does not take into account services for which Telcordia does not charge or for which it charges rates substantially and significantly lower than the Rates because the services are being rendered for certain customers in connection with and related to purchases of Telcordia provided and/or third party software and/or hardware bundled with ancillary services. For any value added services related to the operation of the NAP provided by Telcordia beyond basic NAP services, Telcordia shall provide pricing as good as or better than other non-governmental customers which are (1) similarly situated to NAP of the Americas. Inc. (2) for similar types of services, solutions and products, and (3) for similar volume or usages. 3. UNDER SECTION 2.2 BILLING, THE LAST SENTENCE SHALL BE MODIFIED TO REPLACE THIRTY (30) DAYS WITH FORTY FIVE (45) DAYS. 4. SECTION 9 GENERAL, SHALL BE AMENDED TO ADD THE FOLLOWING AFTER SECTION 9.11: "9.12 TERMINATION FOR CAUSE. Either party shall have the right, without prejudice to its other rights or remedies, to terminate the Agreement or any Work Statement under this Agreement upon written notice to the other party as provided below, if the other party: (a) is in material breach of any of its material obligations under this Agreement or the affected Work Statement and either the breach is incapable of remedy or the breaching party has failed to remedy such breach or failed to commence steps to remedy such breach within the thirty (30) calendar day period after receiving written notice, which describes the breach in reasonable detail, requiring it to remedy such breach; or (b) assigns its assets, or a substantial part of its assets for the benefit of its creditors, or admits in writing its inability to pay debts as they mature, or a trustee or receiver is appointed for a substantial part of its assets, or a bankruptcy proceeding is instituted against the other party which is acquiesced in and is not dismissed within sixty (60) calendar days, or results in an adjudication of bankruptcy." "9.13 TERMINATION FOR CONVENIENCE. NAPA shall have the right to terminate any Work Statement for convenience on not less than thirty (30) calendar days prior written notice to Telcordia. Upon Telcordia's receipt of notice of termination for convenience from NAPA, Telcordia and NAPA shall meet to determine the extent of the Services and Deliverables to be provided prior to the effective date of termination. In the event the parties fail to agree to the extent of the Services and Deliverables to be provided prior to the effective date of termination, Telcordia shall take all commercially reasonable steps to wind-down the work in progress by the effective date of such termination based on Telcordia's reasonable and good faith understanding of the work NAPA would like to continue during such wind-down period. Upon such termination, NAPA shall pay to Telcordia the following: (i) fees for Services rendered and Deliverables provided by Telcordia as of the effective date of termination; (ii) long-term operating and/or capital fees incurred by Telcordia, prior to the effective date of termination, provided that such fees were authorized by NAPA in the affected Work Statement(s) or otherwise approved in writing and to the extent such fees have not been previously recovered from NAPA by Telcordia; (iii) packaging, shipping and similar costs of any equipment or materials required to be returned by Telcordia to NAPA or Third Party vendors; (iv) vendor and subcontractor termination fees that have been incurred in accordance with vendor contracts and other reasonable and customary vendor and subcontractor termination fees provided that such fees were authorized by NAPA in the affected Work Statement(s) or otherwise approved in writing; and (v) such other reasonable expenses as may be agreed to by the parties in writing. Effective upon such termination for convenience, Telcordia shall have no further obligations or liability of any kind with respect to any Deliverables or Services provided prior to termination under the terminated Work Statement all of which shall be deemed provided on an "as is basis, except that those Deliverables which have been accepted and paid for prior to termination or upon termination under this Section shall be entitled to the applicable warranties provided for such Deliverables set forth in this Agreement. 2 Telcordia may not terminate this Agreement or any Work Statement under this Agreement, except as provided in this Section 9, or as otherwise agreed upon in a specific Work Statement." This amendment shall be effective when signed by the last party and shall continue until the termination of the Agreement. All of the terms and conditions of the Agreement, shall remain in full force and effect. This amendment is incorporated by reference into the Agreement. Each party represents that this amendment has been signed by their duly authorized representatives. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. TERREMARK WORLDWIDE INC. By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen ------------------------------------- -------------------------------- Name: Brian K. Goodkind Name: Thelina E. Andersen Title: Executive Vice President Title: Senior Contract Manager & Chief Operating Officer Date: 9-25-00 Date: 9-25-00 --------------------------------- ------------------ 3 SCOPE CHANGE CONTROL FORM This Scope Change No. 2 ("Scope Change') amends the Master Agreement, as previously amended, Contract No. 20000822JS113827, ("Agreement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 30th day of June, 2000 ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Agreement except as may be otherwise modified herein for the limited purpose set forth herein. 1. Title of Scope Change: NAPA Payments 2. Date of Scope Change: June 30 , 2001 3. Originator of Scope Change: Max Figueroa 4. Reason for the Scope Change: The parties have agreed to modify billing and payment terms to accommodate new Work Statements. 5. Details of the Scope Change (including any specifications): NA 6. Implementation timetable of the Scope Change: The Telcordia Program Office shall provide NAPA with an updated report for actual outstanding unpaid calculated amounts ("Outstanding Amounts Report") on a bi-monthly basis (twice per month) which will include the actual fees and expenses incurred by NAPA for Work Statements executed before May 31, 2001, and after May 31, 2001. The Telcordia Program Office has also generated a projected NAPA expense obligation report ("Projected Expense Report") which includes the estimated fees and expenses for Work Statements executed through May 31, 2001, including Work Statements 1 through 10 (Attachment A). The parties agree that the amounts detailed in the Outstanding Amounts Report, Attachment B, shall not exceed the dollar amounts listed for the corresponding period in the Projected Expense Report, Attachment A, and that NAPA shall provide payments to Telcordia to reduce the amounts in the Outstanding Amounts Report to be less than or equal to the corresponding amounts in Attachment A as described in this amendment. Based on the Outstanding Amounts Report, Telcordia shall indicate to NAPA when an additional payment is due, if any, and provide NAPA with written notice regarding the amount of any necessary payments. NAPA shall pay any amounts exceeding those listed in the Projected Expense Report (Attachment A) down to a value equal to or less than the value for the corresponding period. Such payment will be applied to the oldest outstanding invoice due by NAPA to Telcordia. If there is a discrepancy between the actual invoice amount and calculated amount provided to NAPA by the Program Office, the discrepancy will be reconciled in the next Outstanding Amounts Report. It is expected that any Telcordia request for an additional payment will be a payment for a portion of the total outstanding calculated amount due to Telcordia. NAPA shall pay the amount detailed in the notice via wire transfer within three (3) business days of receipt of such notice. If NAPA fails to pay the amount stated in the notice in full within three (3) business days after receipt or otherwise is in arrears on other payments due to Telcordia, Telcordia reserves the right to immediately stop work on any Work Statements executed after May 31, 2001 with no further obligation to NAPA to continue or complete such Work Statements. Notwithstanding anything stated above, NAPA is required to continue to make regular payments on all invoices in accordance with the terms of the Master Agreement, as amended. In addition, all future Work Statements executed between the parties will be paid in accordance with the terms of the Master Agreement, as amended,(as were WS 1 through WS 10), except that all WS will be subject to the terms of this agreement. 7. Additional fees or refund, if any, of the Scope Change: NA 8. Impact of the Scope Change on other aspects of the Schedule, including but not limited to, the overall payment schedule, contractual provisions, and Deliverable schedules: NA 9. Other Comments: NA The parties to this Scope Change agree to the terms of the Agreement, as amended and further represent that this Scope Change is executed by their respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms and conditions of the Agreement, as amended and not modified hereby shall remain unchanged and in full force and effect. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen --------------------------------------- ----------------------------- Name: Brian K. Goodkind Name: Thelina E. Andersen Title: Executive Vice President & COO Title: Senior Contract Manager Date: Date: 7-16-01 ------------------------------------ ------------------------- 2 ATTACHMENT A PROJECTED EXPENSE REPORT FOR SIGNED WORK STATEMENTS #1 - #10 (Information as of May 31, 2001)

- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ OUTSTANDING BALANCE (Estimates based on INVOICE AND INTEREST payment terms of net 45 INVOICE DATE PAYMENT DATE AMOUNT PAYMENT AMOUNT plus 30 day cure) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 10/4/00 $294,495 $294,495 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 11/3/00 $889,070 $1,183,565 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 12/14/00 $603,118 $1,786,683 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment made on 12/20/00 $294,495 $1,492,188 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 1/4/01 $1,005,698 $2,497,886 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment made on 1/17/01 $889,070 $1,608,816 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 2/8/01 $1,079,394 $2,688,210 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment made on 2/27/01 $603,118 $2,085,092 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 3/5/01 $47,126 $2,037,966 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 3/15/01 $36,691 $2,074,658 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 3/20/01 $723,336 $2,797,993 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment made on 3/20/01 $1,005,698 $1,886,548 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 4/4/01 $1,357,666 $3,244,214 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment made on 5/1/01 $1,079,394 $2,164,819 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoiced on 5/5/01 $1,232,186 $3,397,006 Actual - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 5/29/01 $807,153 $2,589,853 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 6/4/01 $1,442,083 $4,031,936 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------

3

- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ OUTSTANDING BALANCE (Estimates based on INVOICE AND INTEREST payment terms of net 45 INVOICE DATE PAYMENT DATE AMOUNT PAYMENT AMOUNT plus 30 day cure) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 6/18/01 $1,357,666 $2,674,270 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 7/5/01 $1,856,127 $4,530,397 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 7/18/01 $1,232,186 $3,298,211 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 8/3/01 $1,334,365 $4,632,576 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 8/20/01 $1,442,083 $3,190,493 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 9/4/01 $786,881 $3,977,374 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 9/18/01 $1,856,127 $2,121,247 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 10/4/01 $566,869 $2,688,116 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 10/17/01 $1,334,365 $1,353,751 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 11/5/01 $566,869 $1,920,620 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 11/19/01 $786,881 $1,133,739 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 12/4/01 $227,219 $1,360,958 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 12/18/01 $566,869 $794,089 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Invoice Expected on 1/4/02 $227,219 $1,021,308 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 1/21/02 $566,869 $454,439 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 2/18/02 $227,219 $227,219 Projected - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------ Payment Expected on 3/20/02 $227,219 $0 (Projected) - ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------

4 INTEGRATED SOLUTION MANAGEMENT FOR THE NAP OF THE AMERICAS - MIAMI WORK STATEMENT NO. 0001 - -------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Master Agreement dated as of August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this WS. 1. SCOPE OF SERVICES Telcordia shall provide the necessary integrated solution management services ("Services") to support NAPA's NAP of the Americas Miami project from inception through full operations. These integrated solution management services include planning, scheduling, resourcing and controlling all aspects of the project during the interim and permanent build-out, deployment and ongoing operations of the NAP of the Americas - Miami infrastructure. Telcordia shall be using the services of its parent company, Science Applications International Corporation, Inc. ("SAIC"). In the balance of this document, Telcordia shall be understood to mean activities performed by either SAIC, Telcordia, or both. Telcordia shall provide Services to implement an Integrated Solution Management Office consisting of the following: o Integrated Solution Management Services (project planning, scheduling and resourcing) o Risk Management o Change Management o Quality Assurance o Project Organization and Staffing o Project Control o Project Communications o Business Process (end-to-end) Validation and Testing Each of these activities will be a unique task with pre-defined Deliverables. Deliverables for each task will be reviewed and accepted by NAPA prior to the completion of subsequent tasks. A project kickoff meeting with NAPA management will initiate the project, and a project completion meeting will terminate the project. 2. DESCRIPTION OF SERVICES Telcordia shall establish an Integrated Solution Management Office for NAPA's NAP of the Americas -Miami. The tasks associated with this WS are described as follows. 1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND SCHEDULING) A baseline project plan (scheduled tasks with required resources) will be developed to manage the integrated project based on the business and system requirements of the NAP of the Americas operations description. All affected functional work groups will participate in defining the work breakdown structure, negotiating schedule and resource commitments and agreeing to the plan. 1 2: RISK MANAGEMENT Telcordia shall provide a risk management methodology, which will include a plan for identification and analysis of risk items, mitigation strategies for those risks (including insurance options), and contingency plans for any unmitigated risks. 3: CHANGE MANAGEMENT Telcordia shall provide a change management methodology which will include a plan for managing, controlling and reporting (a) changes to the project plan which do not require changes to any WS and (1,) changes to the project plan which represent a change in scope. These changes to WS scope will be managed under the change control process, in accordance with Section 9.11 of the Master Agreement. Telcordia shall also provide configuration management control of all project documentation, including baseline and version control. 4: QUALITY ASSURANCE Telcordia shall provide independent design reviews of key technical Deliverables to manage technical requirements. Telcordia shall also provide a design review of the NAP of the Americas business model to confirm that it meets the business requirements of the NAP of the Americas. If business requirements are not met, Telcordia shall work with the respective principals toward the corrective action of such requirements. These design reviews will cover technical quality, responsiveness to NAP of the Americas requirements and consistency across the program. In addition, all project documentation and Deliverables will be reviewed for quality and inform respective principles of any changes required. 5: PROJECT ORGANIZATION AND STAFFING Telcordia shall provide coordination of staffing plans for all WSs. This includes the required staff qualifications, timing and recommendations to NAPA regarding use of its staffing resources where advisable and economical. 6: PROJECT CONTROL Telcordia shall track the project's progress against approved project plans. Team will work with principals to take corrective action as necessary to maintain conformance to the plan. Any changes to the plan will be implemented via the change control process. 7: PROJECT COMMUNICATIONS PLAN Telcordia shall develop a project communication plan to establish a full set of communications processes (meetings and written) to enable adequate interaction with NAPA personnel, vendors and the full project team, consisting of Telcordia and NAPA team members. This communications plan will include escalation procedures for Telcordia and NAPA to resolve issues as required. As part of the communications plan, Telcordia shall conduct weekly status meetings with NAPA, addressing progress, corrective actions required and action item tracking. Monthly status reports will be developed and delivered to NAPA (electronic and hard copy) for the duration of this WS in support of this status reporting. 2 8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING Telcordia shall design, develop and run an end-to-end validation and test of the overall NAP of the Americas solution, to include the full business process flow, from order receipt and entry through service provision and billing. This will cover the major business functions and flows developed for the project. If the end-to-end validation and testing requirements are not met, Telcordia shall work with the respective principals toward the corrective action of such validation and testing. 3. NO YEAR 2000 SERVICES By mutual agreement of the parties, other than as provided for in Section 5.4, Third Party Year 2000 Compliance, of the Master Agreement, the scope of the Services and Deliverables, if any, to be provided by Telcordia hereunder does not include any work relating to the Year 2000 Computer Problem, as defined in Section 1.4 of the Master Agreement, including, but not limited to, any Year 2000 analyses, assessment, remediation, testing or any other Services or Deliverables related to the Year 2000 Computer Problem. 4. NAPA RESPONSIBILITIES a) NAPA shall provide Telcordia with a single point of contact empowered to make decisions related to the Services within one (1) week of contract execution. b) NAPA shall review Deliverable documents submitted by Telcordia in draft form and notify Telcordia in writing within ten (10) business days of any deficiencies in the draft Deliverable document in sufficient detail to enable Telcordia to make any necessary changes and submit to NAPA in final form. If NAPA does not respond within ten (10) business days the Deliverable will be deemed accepted. c) NAPA shall provide appropriate facilities at NAPA's sole expense for Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the Services identified in this WS, for the duration of the Services to be provided under this WS, including but not limited to, work space, desk, telephones with outside long distance line, workstation/PC with logins and communications links to NAPA's network, and access to all necessary systems, buildings and NAPA personnel. Where practical and at no additional direct cost to Telcordia, Telcordia facilities will be used from time to time. d) NAPA shall schedule, arrange, and organize any necessary meetings with NAPA personnel, as required within a reasonable timeframe. e) NAPA shall make timely decisions regarding project issues and changes. Failure to perform any of the above NAPA responsibilities may cause schedule delays or may result in additional costs to NAPA. 5. FEES AND PAYMENTS NAPA shall pay Telcordia for the Services provided in this WS on a time and materials basis. (a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee for the Services will be approximately US$4,600,000.00 ("Estimated Fee"), excluding out of pocket expenses and materials. The Estimated Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it reaches eighty-five percent (85%) 3 of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. (b) BILLING: NAPA shall pay Telcordia for the Services on the following basis: 1) LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below, which rates are represented by Telcordia to be the lowest or equal to the lowest rates charged to any Telcordia customer for consulting and engineering services ("Preferred Pricing"). The rates set forth below will not be increased before January 1, 2002, even if Telcordia increases its Preferred Pricing model. On or after January 1, 2002, NAPA shall be charged the then prevailing Preferred Pricing. The table below is an inclusive rate table and not all job categories will be used in this WS.

------------------------------ -------------------------------------- --------------------- ROLE NAP OF THE AMERICAS ROLES RATE ------------------------------ -------------------------------------- --------------------- GOVERNANCE VP-General Manager $315 ------------------------------ -------------------------------------- --------------------- Program Manager $242 ------------------------------ -------------------------------------- --------------------- Project Manager $180 ------------------------------ -------------------------------------- --------------------- Project Controller $144 ------------------------------ -------------------------------------- --------------------- Principal $315 ------------------------------ -------------------------------------- --------------------- CONSULTING Principal Consultant $242 ------------------------------ -------------------------------------- --------------------- Senior Consultant $180 ------------------------------ -------------------------------------- --------------------- Consultant $144 ------------------------------ -------------------------------------- --------------------- Principal $315 ------------------------------ -------------------------------------- --------------------- ENGINEERING Principal Engineer $242 ------------------------------ -------------------------------------- --------------------- Senior Engineer $180 ------------------------------ -------------------------------------- --------------------- Engineer $144 ------------------------------ -------------------------------------- --------------------- Principal $315 ------------------------------ -------------------------------------- --------------------- OPERATIONS Operations Manager $242 ------------------------------ -------------------------------------- --------------------- Systems Administrator $144 ------------------------------ -------------------------------------- --------------------- Senior Technician $120 ------------------------------ -------------------------------------- --------------------- Technician $95 ------------------------------ -------------------------------------- --------------------- Junior Technician $70 ------------------------------ -------------------------------------- --------------------- Customer Care Representative $70 ------------------------------ -------------------------------------- --------------------- Provisioning Specialist $95 ------------------------------ -------------------------------------- --------------------- Billing Specialist $70 ------------------------------ -------------------------------------- --------------------- SUPPORT Administration Specialist $60 ------------------------------ -------------------------------------- ---------------------

2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited to, travel, lodging, meals, telephone, all materials purchased by Telcordia exclusively for use in performing the Services. Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the Master Agreement. 6. DELIVERABLES Telcordia shall provide the following Deliverables. Telcordia shall also provide written Deliverables in Microsoft Word(R) format where applicable or as mutually agreed by the parties. 4 DELIVERABLE 1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND SCHEDULING) o Provide a baseline project plan o Provide updated performance to project plan DELIVERABLE 2: RISK MANAGEMENT o Provide a risk management plan o Provide an updated risk mitigation and contingency implementation status DELIVERABLE 3: CHANGE MANAGEMENT o Provide a change management plan o Provide an updated change control status o Provide a document / configuration management database DELIVERABLE 4: QUALITY ASSURANCE o Conduct network architecture and OSSIBSS design reviews o Conduct business model design review o Conduct documentation & deliverable quality reviews DELIVERABLE 5: PROJECT ORGANIZATION AND STAFFING o Provide staffing in accordance with WS staffing requirements o Conduct weekly status meetings and provide monthly status reports o Provide a mutually agreed upon resource plan for the following calendar year by September 30th of each year. DELIVERABLE 6: PROJECT CONTROL o Conduct weekly status meetings and provide monthly status reports to address progress to plan, changes and corrective actions DELIVERABLE 7: PROJECT COMMUNICATIONS PLAN o Provide a project communications plan o Coordinate meetings and provide written reports in accordance with plan o Conduct weekly status meetings o Provide weekly status meeting minutes/action item tracking o Provide monthly status reports DELIVERABLE 8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING o Provide a business processes validation and test plan o Provide business processes validation and test report 7. SCHEDULE OF SERVICES The term of this WS is August 9, 2000 through December 31, 2001. Thereafter, the parties agree to an automatic annual renewal unless otherwise agreed upon in writing. 5 Services will commence upon execution of this WS on the agreed upon worksite in Miami, and will be in force for the work performance period. The following schedule is provided for information and planning purposes only until such time as a detailed project schedule is developed and agreed upon in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work cooperatively and in good faith toward developing the Definitive Project Schedule within two (2) weeks of execution of this WS. All project milestones and their dependencies will be reflected in the Definitive Project Schedule.

-------------------------------- ----------------------------------------------- ------------------------- MILESTONE NAME MILESTONE DESCRIPTION ESTIMATED DATE -------------------------------- ----------------------------------------------- ------------------------- Project Kickoff Meeting Project kickoff meeting will be held between Within two weeks of the project managers, project staff, and NAPA WS execution management. Attendance of the executive sponsor is necessary. The project scope, timeline, Deliverables, and responsibilities will be reviewed. -------------------------------- ----------------------------------------------- ------------------------- Baseline project plan Telcordia will work with NAPA to jointly TBD develop an integrated baseline project plan -------------------------------- ----------------------------------------------- ------------------------- Project Communications Telcordia will develop an integrated project TBD Plan communications plan -------------------------------- ----------------------------------------------- ------------------------- Weekly status meetings Telcordia will establish and run weekly status Weekly meetings with NAPA, addressing progress, corrective actions required and action item tracking. -------------------------------- ----------------------------------------------- ------------------------- Monthly status reports Telcordia will develop and deliver monthly Monthly status reports to NAPA. -------------------------------- ----------------------------------------------- ------------------------- Risk management plan Telcordia will develop an integrated risk TBD management plan -------------------------------- ----------------------------------------------- ------------------------- Change management plan Telcordia will develop a comprehensive TBD change management plan -------------------------------- ----------------------------------------------- ------------------------- Network architecture Telcordia will conduct a network architecture TBD design reviews design review -------------------------------- ----------------------------------------------- ------------------------- OSSIBSS design reviews Telcordia will conduct an OSSIBSS design TBD review -------------------------------- ----------------------------------------------- ------------------------- Business model design Telcordia will conduct a business model TBD review design review -------------------------------- ----------------------------------------------- ------------------------- Business process Telcordia will develop a business process TBD validation and test plan validation and test plan -------------------------------- ----------------------------------------------- ------------------------- Business process Telcordia will develop a business process TBD validation and test report validation and test plan -------------------------------- ----------------------------------------------- -------------------------

8. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, Telcordia shall provide Services at Telcordia facilities or NAPA facilities within the continental United States. 6 9. TELCORDIA CONTACTS

TECHNICAL CONTACT ADMINISTRATIVE CONTACT ----------------- ---------------------- Beth Morgan Beth Morgan Director, Professional Services Director, Professional Services 1200 Brickell Avenue, Suite 1200 1200 Brickell Avenue, Suite 1200 Miami, FL 33131 Miami, FL 33131 Telephone: 305-372-7970 Telephone: 305-372-7970 Fax: 305-349-2030 Fax: 305-349-2030 Email: mmorgan1@telcordia.com Email: mmorgan1@telcordia.com

10. OTHER TERMS AND CONDITIONS Acceptance of Services shall be deemed to have occurred upon having performed such Services. The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. AGREED BY: TELCORDIA TECHNOLOGIES, INC. NAP OF THE AMERICAS, INC. By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN -------------------------------- ----------------------- Name: Brian K. Goodkind Name: Thelina E. Andersen Title: Vice President Title: Senior Contract Manager Date: 9-1-00 Date: 9/1/00 7 Telcordia Technologies |------------------------ PERFORMANCE FROM EXPERIENCE INTERIM PLAN, DESIGN AND BUILD OF THE NAP OF THE AMERICAS - MIAMI WORK STATEMENT NO. 0002 - ------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Master Agreement dated as of August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this WS. 1. SCOPE OF SERVICES As described in this WS, Telcordia shall provide Professional Services associated with the planning, design, and installation of an Internet Network Access Point ("NAP") network called the NAP of the Americas Miami at an interim location in Miami ("Interim NAP"). Telcordia shall architect, design and deploy the Interim NAP as described in this WS. Telcordia shall also design, establish and operate a temporary Network Operations Center ("NOC") for the Interim NAP. For establishment and operation of the NOC, Telcordia shall be utilizing the services of its parent company, Science Applications International Corporation, Inc. ("SAIC").In the balance of this document, Telcordia shall be understood to mean activities performed by either Telcordia, SAIC, or both. Telcordia shall provide the following Professional Services ("Services") to NAPA: o Plan, design, develop and deploy a prototype network architecture at Telcordia laboratories in Red Bank, NJ to support the initial testing of the Interim NAP network; o Plan, design, develop and deploy the Interim NAP network and operations environment, including the design and layout of the co-location space in the Interim NAP; o Design standard public and private peering arrangements that can be used to enable customers to exchange traffic in the private and/or public peering areas of the NAP; o Install, configure and test of the Network being deployed in the Interim NAP. 2. DESCRIPTION OF SERVICES Interim NAP Network Architecture, Design and Deployment Support Telcordia shall perform the following activities: TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, touted or made available solely to authorized persons having a need to know within Telcordia and Terremark, except with written permission of Telcordia. CONFIDENTIAL - RESTRICTED ACCESS A. PROTOTYPE NETWORK ARCHITECTURE & DESIGN o Develop an Initial Network Architecture and Design Plan for the Interim NAP. Telcordia shall provide a written report that documents the network architecture to be deployed in the Interim NAP. This document will include high-level network architecture guidelines as well as a detailed Interim NAP network design covering specific network equipment required in the Interim NAP locations. The network architecture design will include a technical description of the services to be provided, including a description of how private and public peering functions will be supported, aspects of Internet Protocol ("IF") routing connectivity including the IP address plan, routing protocol selection, route arbitration and route server functionality, security aspects and other specific features to be provided in the Interim NAP. The Initial Network Architecture and Design will also include a design for the space to be used for collocation applications in the Interim NAP facility. o Telcordia shall develop an Initial Network Operations Architecture Plan to perform the necessary operations and business management functions for the Interim NAP. This document will include high-level network operations architecture guidelines for the operations functions that will be performed in the Interim NAP location. o Telcordia shall develop Standard Public and Private Peering Arrangements that will be used as the basis for the operation of the NAP. The peering agreements shall describe how NAP customers can connect to the public and/or private peering area and the services that they will expect from the Interim NAP. o Telcordia shall install and configure the prototype network and operations environment at its laboratory facilities in Red Bank, New Jersey. o Telcordia shall develop a Prototype Test Plan to test the prototype network. The Prototype Test Plan shall include the processes to be used to verify that the prototype network (i) provides all the functionality required to support the basic services to be provided by the network as specified in the Initial Network Architecture and Design Plan, (ii) provides all the operations functionality specified in the Initial Network Operations Architecture as specified in the Initial Network Operations Architecture Plan, (iii) performs according to the performance requirements described in the detailed service descriptions for the services intended to be offered in the Interim NAP. o Telcordia shall execute the Prototype Test Plan and provide a written report indicating the results of the tests and Telcordia' s recommendations to address any deficiencies found during testing. B. DESIGN AND DEPLOYMENT OF THE INTERIM NAP Telcordia shall provide the following activities: TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 2 CONFIDENTIAL - RESTRICTED ACCESS o Develop a Final Network Architecture and Design Plan for the Interim NAP. Telcordia shall provide a written report that documents the network architecture to be deployed in the Interim NAP. This document will include high-level network architecture guidelines as well as a detailed Interim NAP Network Design covering specific network equipment required in the Interim NAP location. The network architecture design will include a technical description of the services to be provided, including a description of how private and public peering functions will be supported, aspects of I? routing connectivity including the IP address plan, routing protocol selection, route arbitration and route server functionality, security aspects and other specific features to be provided in the Interim NAP. The Final Network Architecture and Design will also include a design for the space to be used for co-location applications in the Interim NAP facility. o Telcordia shall update the Standard Public and Private Peering Arrangements that will be used as the basis for the operation of the Interim NAP. The peering arrangements shall describe how NAP customers can connect to the private and/or public area and the services that they will expect from the Interim NAP. o Telcordia shall develop a Network Operations Architecture Plan to perform the necessary operations and business management functions for the Interim NAP. This document will include high-level network operations architecture guidelines as well as detailed Interim NAP Network Operations processes covering specific operations functions that will be performed in the Interim NAP location. o Telcordia shall provide in writing a Network Integration Test Plan to test the Interim NAP network. The Network Integration Test Plan shall include the processes to be used to verify that the Interim NAP network (i) provides the functionality required to support the basic services to be provided by the network as specified in the Final Network Architecture and Design Plan, (ii) provides the operations functionality specified in the Final Network Operations Architecture Plan, (iii) performs according to the performance requirements described in the detailed service descriptions for the services intended to be offered in the Interim NAP. o Telcordia shall execute the Network Integration Test Plan and provide a written report indicating the results of the tests and Telcordia' s recommendations to address any deficiencies found during testing. o Telcordia shall provide a Configuration Guidelines document for the Interim NAP that documents the steps required to install and configure network equipment. Telcordia shall develop a configuration process based on the requirements of each network element and refer to equipment vendor installation manuals, where available, for details of the specific configuration steps for each network element. 3. NO YEAR 2000 SERVICES By mutual agreement of the parties, other than as provided for in Section 5.4, Third Party Year 2000 Compliance, of the Master Agreement, the scope of the TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 3 CONFIDENTIAL - RESTRICTED ACCESS Services and Deliverables, if any, to be provided by Telcordia hereunder does not include any work relating to the Year 2000 Computer Problem, as defined in Section 1.4 of the Master Agreement, including, but not limited to, any Year 2000 analyses, assessment, remediation, testing or any other Services or Deliverables related to the Year 2000 Computer Problem. 4. NAPA RESPONSIBILITIES (a) NAPA shall provide Telcordia with a single point of contact empowered to make decisions related to the Services within one (1) week of contract execution. (b) By September 15, 2000, NAPA must identify and make final decisions on the contractual arrangement under which NAP customers will lease co-location space within the Interim NAP facility including: o Business rules surrounding denial and restoration of service to NAPA's co-location customers; o Detailed service definitions, including billing arrangements, pricing and discount arrangements; o Products and service portfolios NAPA shall offer its customers. (c) NAPA must provide: o Assure access as required by Telcordia to facility preparation schedules; o Agreed to commitment dates from the owner of the interim facility including commitments related to improvements that may be necessary to the facility; o Access to NAPA personnel to assist in defining billing, network and service operations; o An interim facility with suitable facility infrastructure (e.g., with adequate power, environmental conditions, and security) as determined jointly by NAPA and Telcordia; o Procedures for escalation of network and customer problems to appropriate NAPA personnel. (d) NAPA shall review any Deliverable document submitted by Telcordia in draft form and notify Telcordia in writing within ten (10) business days of any deficiencies in the draft Deliverable document in sufficient detail to enable Telcordia to make any necessary changes and submit to NAPA in final form or notify Telcordia of a delay in the document review. If a response is not received on the draft Deliverable within ten (10) business days, the Deliverable will be deemed accepted by NAPA. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 4 CONFIDENTIAL - RESTRICTED ACCESS (e) NAPA shall review and approve proposed Bill of Materials contained in Deliverable 1 of WS 0004, Equipment Lease for NAP, before Telcordia shall order the necessary Third Party Hardware and Software. (f) NAPA shall provide appropriate facilities at NAPA's sole expense for Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the Services identified in this WS, for the duration of the Services to be provided under this WS, including but not limited to, work space, desk, telephones with outside long distance line, workstationlPC with logins and communications links to NAPA's network, and access to all necessary systems, buildings and NAPA personnel. Failure to perform any of the above NAPA responsibilities may cause schedule delays or may result in additional costs to NAPA. Where practical and at no additional direct cost to Telcordia, Telcordia facilities will be used from time to time. 5. FEES AND PAYMENTS NAPA shall pay Telcordia for the Services provided in this WS on a time and materials basis. (a) ESTIMATED AMOUNTS: Telcordia estimates that the fee for the Services will be approximately Three Million Dollars (US$3,000,000) ("Estimated Fee"), excluding out of pocket expenses and materials. The Estimated Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. (b) BILLING: NAPA shall pay Telcordia for the Services on the following basis: 1. LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below, which rates are represented by Telcordia to be the lowest or equal to the lowest rates charged to any Telcordia customer for consulting and engineering services ("Preferred Pricing"). The rates set forth below will not be increased before January 1, 2002, even if Telcordia increases its Preferred Pricing model. On or after January 1, 2002, NAPA shall be charged the then prevailing Preferred Pricing. The table below is an inclusive rate table and not all job categories will be used in this WS.

NAP OF THE AMERICAS ROLE ROLES RATE ------------------------------ ------------------------- -------------- Engineering Principal $315 Principal Engineer $242 Senior Engineer $180 Engineer $144

2. OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 5 CONFIDENTIAL - RESTRICTED ACCESS to, travel, lodging, meals, telephone, all materials purchased by Telcordia exclusively for use in performing the Services and contracted services provided by Third Party Hardware and Software manufacturers, resellers or integrators. Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the Master Agreement. 6. DELIVERABLES Telcordia shall provide the following Deliverables. Telcordia shall also provide written Deliverables in Microsoft Word(R) format or as mutually agreed by the parties. DELIVERABLE 1: INITIAL NETWORK ARCHITECTURE AND DESIGN o One (1) written document describing the recommended network architecture and design for the Interim NAP. This deliverable will describe the architecture and design of the prototype network that Telcordia shall deploy at its laboratory facilities in Red Bank, NJ. This document will include high-level network architecture guidelines as well as detailed a Interim NAP Network Design covering specific network equipment required in the Interim NAP locations. The network architecture design will include aspects of IP routing connectivity including the IP address plan, routing protocol selection and specific features to be provided in the Interim NAP. The Initial Network Architecture and Design will also include a design for the space to be used for co-location applications in the Interim NAP facility. DELIVERABLE 2: STANDARD PUBLIC PEERING ARRANGEMENTS One (1) written document providing a technical description of the standard public peering arrangements that will be offered as part of the set of basic services to be supported by the NAP. The public peering arrangements shall describe how NAP customers can connect to the public peering area and the services that they will expect from the Interim NAP. DELIVERABLE 3: STANDARD PRIVATE PEERING ARRANGEMENTS One (1) written document providing a technical description of the standard private peering arrangements that will be offered as part of the set of basic services to be supported by the NAP. The private peering arrangements shall describe how NAP customers can connect to the private peering area and the services that they will expect from the Interim NAP. DELIVERABLE 4: TEST PLAN FOR PROTOTYPE NETWORK One (1) written prototype test plan that shall include the processes to be used to verify that the prototype network (i) provides all the functionality required to support the basic services to be provided by the network, (ii) provides all the operations functionality specified in the initial network operations architecture, (iii) performs according to the performance requirements described in the detailed service descriptions for the services intended to be offered in the Interim NAP. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 6 CONFIDENTIAL - RESTRICTED ACCESS DELIVERABLE 5: TEST RESULTS AND RECOMMENDATIONS One (1) written report indicating the results of the execution of the prototype test plan and Telcordia's recommendations to address any deficiencies found during testing. DELIVERABLE 6: FINAL NETWORK ARCHITECTURE AND DESIGN PLAN FOR INTERIM NAP o One (1) written report that documents the network architecture to be deployed in the Interim NAP. This document will include high-level network architecture guidelines as well as detailed Interim NAP Network Design covering specific network equipment required in the Interim NAP locations. The network architecture plan shall incorporate the lessons learned in the testing of the prototype network. The network architecture design will include aspects of IP routing connectivity including the IF address plan, routing protocol selection and specific features to be provided in the Interim NAP. The Initial Network Architecture and Design will also include a design for the space to be used for co-location applications in the Interim NAP facility. DELIVERABLE 7: UPDATED STANDARD PUBLIC PEERING ARRANGEMENTS One (1) written update of the Standard Public Peering Arrangements that will be used as the basis for the operation of the Interim NAP. The Standard Public Peering Arrangements shall describe how NAP customers can connect to the public peering area and the services that they will expect from the Interim NAP. DELIVERABLE 8: UPDATED STANDARD PRIVATE PEERING ARRANGEMENTS One (1) written update of the Standard Private Peering Arrangements that will be used as the basis for the operation of the Interim NAP. The Standard Private Peering Arrangements shall describe how NAP customers can connect to the private peering area and the services that they will expect from the Interim NAP. DELIVERABLE 9: NETWORK INTEGRATION TEST PLAN One (1) written document describing the Network Integration Test Plan to be used to test the Interim NAP network. The Network Integration Test Plan shall include the processes to be used to verify that the Interim NAP network (i) provides the functionality required to support the basic services to be provided by the network, (ii) provides the operations functionality specified in the initial network operations architecture, (iii) performs according to the performance requirements described in the detailed service descriptions for the services intended to be offered in the Interim NAP. DELIVERABLE 10: NETWORK INTEGRATION TEST RESULTS One (1) written document describing the results of the Network Integration Test Plan. This Deliverable shall indicate the results of the network integration test and Telcordia's recommendations to address any deficiencies found during testing. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 7 CONFIDENTIAL - RESTRICTED ACCESS DELIVERABLE 11: CONFIGURATION GUIDELINES DOCUMENT One (1) written document for the Interim NAP that documents the steps required to install and configure network equipment. Telcordia shall develop a configuration process based on the requirements of each network element and refer to equipment vendor installation manuals, where available, for details of the specific configuration steps for each network element. DELIVERABLE 12: INITIAL NETWORK OPERATIONS PLAN One (1) written document describing an initial Network Operations Architecture Plan to perform the necessary network operations functions for the Network Operations Center at Interim NAP. This document will include high-level network operations architecture guidelines as well as detailed Interim NAP Network Operations methods and procedures covering specific operations functions that will be performed in the Interim NAP locations. DELIVERABLE 13: FINAL NETWORK OPERATIONS PLAN One (1) written document describing a Final Network Operations Architecture Plan to perform the necessary network operations functions for the Network Operations Center at the Interim NAP. This document will include high-level network operations architecture guidelines as well as detailed Interim NAP Network Operations methods and procedures covering specific operations functions that will be performed in the Interim NAP locations. 7. SCHEDULE OF SERVICES The term of this WS is August 9, 2000 through July 31, 2001. The following schedule is provided for information and planning purposes only until such time as a detailed project schedule is developed and agreed upon in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work cooperatively and in good faith toward developing the Definitive Project Schedule within two (2) weeks of execution of this WS. All project milestones and their dependencies will be reflected in the Definitive Project Schedule.

MILESTONE ESTIMATED DATE * --------- ---------------- 1. Execution of WS September 1, 2000 2. Telcordia delivers Initial Network Architecture and Design September 8, 2000 3. Telcordia delivers Standard Public and Private Peering Arrangements September 15, 2000 4. Telcordia completes installation and configuration of the prototype network and operations environment September 29, 2000 5. Telcordia delivers Test Plan for Prototype Network September 22, 2000 6. Telcordia delivers test Plan for Prototype Network September 22, 2000

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 8 CONFIDENTIAL - RESTRICTED ACCESS

MILESTONE ESTIMATED DATE * --------- ---------------- 7. Telcordia delivers Final Network Architecture and Design Plan for Interim NAP September 29, 2000 8. Telcordia delivers updated Standard Public and Private Peering Arrangements October 6, 2000 9. Telcordia delivers Network Integration Test Plan October 13, 2000 10. Telcordia completes installation and configuration of the Interim NAP network and operations environment October 20, 2000 11. Interim NAP network and operations environment ready for network integration test October 27, 2000 12. Telcordia delivers Network Integration Test Results November 10, 2000 13. Interim NAP network and operations center is ready for service November 20, 2000

- ---------------------- * Estimated dates may vary and may be dependant upon input by NAPA. 8. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, Telcordia shall provide Services at Telcordia facilities or NAPA facilities within the continental United States. 9. TELCORDIA CONTACTS TECHNICAL CONTACT Richard Nici Director, Broadband Networking and eBusiness 331 Newman Springs Rd. Red Bank, NJ 07701 Telephone: 732-758-5447 Fax: 732-7584177 Email: rnici@telcordia.com ADMINISTRATIVE CONTACT Max Figueroa General Manager, Broadband Networking and eBusiness 331 Newman Springs Rd. Red Bank, NJ 07701 Telephone: 732-758-2218 Fax: 732-758-4177 Email: mfiguero@telcordia.com 10. OTHER TERMS AND CONDITIONS (a) Acceptance of Services Acceptance of Services shall be deemed to have occurred upon having performed such Services. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 9 CONFIDENTIAL - RESTRICTED ACCESS The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ Brian K. Goodkind By: /s/ Thelina Andersen --------------------- -------------------------------- Name: Brian K. Goodkind Name: Thelina Andersen Title: Vice President Title: Senior Contract Manager Date: 9-1-00 Date: 9-1-00 TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 10 INTERIM DEPLOYMENT AND OPERATION OF THE NAP OF THE AMERICAS - MIAMI WORK STATEMENT NO. 0003 - -------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Master Agreement dated as of August 9, 2000 ("Master Agreement") between NAP of the Americas, mc, a wholly owned subsidiary of Terrernark Worldwide, Inc. ("Terremark") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this WS. 1. SCOPE OF SERVICES As described in this WS, Telcordia shall provide Professional Services associated with operation of an Internet Network Access Point ("NAP") network called the NAP of the Americas Miami at an interim location in Miami ("Interim NAP"). For operation of the Network Operation Center ("NOC"), Telcordia shall be using the services of its parent company, Science Applications International Corporation, Inc. ("SAIC"). As described in this WS, SAIC shall provide the Services necessary to set up a data center in SAIC facilities in San Diego, California ("Data Center"). In the balance of this document, Telcordia shall be understood to mean activities performed by either SAIC, Telcordia, or both. a) Telcordia shall provide Professional Services to NAPA to define operation processes for service negotiation, service activation, service assurance, and billing for the Interim NAP. These processes shall be designed to support the following basic services offerings: o Basic Public Peering Services, including providing a connection to the NAP network supporting public peering and route arbitration services; o Basic Private Peering Services, including providing a direct connection between NAP customers through a cross-connect switch; o Basic Co-location Services, including the rental of space in the NAP. Telcordia shall administer contractual arrangements on behalf of NAPA. NAPA shall own the co-location space and shall own the contractual arrangements regarding the leasing of space in the facility; o Equipment Monitoring includes the monitoring of the health of the equipment in the NAP, equipment remotely connected to the NAP facility, and circuits connected to the NAP. This monitoring will detect equipment failures and troubles, notify the customer of such troubles and provide services to resolve the problem. o Management services for customer equipment and facilities o 1) Service level monitoring for private peering; o 2) Internet access; o 3) Per port firewalls; o 4) Server health monitoring; o 5) Device level monitoring, and; o 6) Custom solutions involving premise wiring. b) Telcordia shall provide the following operational support: o Maintenance of operational preparedness of personnel through on-going training; o Test and acceptance of hardware, software, and methods and procedures ("M&Ps") relative to conformance to operational requirements, including end-to-end testing; o Conform to vendor warranty specific requirements as identified in the M&Ps, and; o Develop non-network security provisions and related M&Ps. 2. DESCRIPTION OF SERVICES 2.1 INTERIM NAP SERVICE OPERATIONS For each service defined in section 1(a) that will be deployed in the Interim NAP, Telcordia shall develop operation functions, process flows and M&Ps for service negotiation, service activation, service assurance and network creation for the Interim NOC. 2.2 OPERATIONS SUPPORT Using the Interim Network and Service Operations M&Ps, Telcordia shall provide the following operations support services throughout the term of this WS: o Perform routine systems maintenance functions (e.g., data backups, archiving, report generation, and other related activities); o Develop and maintain a comprehensive Oracle data base for network inventory, including hardware, software, software configurations, circuits, hot standby equipment, operational personnel contacts, vendor identifications, vendor warranty data elements, and vendor contacts for providing logical and physical network drill-down displays in support of operational functions; o Disaster recovery will include off-site storage of critical software/backup databases, and does not include any off-site Interim NAP backup computer hardware or software to provide continued operations because no such backup system is anticipated; o Maintenance and administration of the equipment included in the Interim NAP; o Assist NAPA with configuration management and vendor management of NAPA network/NOC Third Party Hardware/Third Party Software elements, and; o Develop NOC M&Ps for backup and restoration, problem escalation and notification, account creation, and upgrade procedures. 2.3 SETUP OF INTERIM BILLING PROCESS IN DATA CENTER Telcordia shall develop M&Ps and implement the setup of billing processes as follows: o One discount level; o Invoice creation and mailing; o Integration of billing functions with NAPA' s accounting system; 2 o Billing to be based on port speed parameters; o Billing for private peering to be optionally provided; o Customer throughput measurements to be collected and reported; o Flat rate payment plans for customer billing with support of discounting either at the package level or invoice level, and; o Reports to be provided on the web. 2.4 SETUP OF CUSTOMER CARE IN DATA CENTER Telcordia shall develop M&Ps and implement the setup of Customer Care procedures for customer contacts as follows: o Sales ordering and sales support o Sales and marketing o Trouble ticketing o Billing related communications 2.5 SETUP OF NETWORK OPERATIONS CENTER IN THE DATA CENTER Telcordia shall develop M&Ps and implement the setup of the following NOC functions: o Service negotiation o Service activation and provisioning o Service assurance o Customer service activation for customer database additions, deletions and modifications. o Monitoring of all elements connected to the NAP o Trouble recognition, resolution, and escalation o Monitoring and management of private servers and elements as optionally requested 2.6 JOINTLY DEVELOP PROCEDURES WITH NAPA Telcordia shall perform the following joint developments with NAPA for operation of the Interim NOC: o Establish procedures to support the resolution of network and service problems; o Develop business rules addressing NAPA' s denial and restoration of service to its customers; o Identify services offered to NAPA' s carriers and internet service providers (ISPs); o Identify methods and procedures for service negotiation with external carriers and ISPs, and; o Develop integration procedures with NAPA accounting systems. 3 3. NO YEAR 2000 SERVICES By mutual agreement of the parties, other than as provided for in Section 5.4, Third Party Year 2000 Compliance, of the Master Agreement, the scope of the Services and Deliverables, if any, to be provided by Telcordia hereunder does not include any work relating to the Year 2000 Computer Problem, as defined in Section 1.4 of the Master Agreement, including, but not limited to, any Year 2000 analyses, assessment, remediation, testing or any other Services or Deliverables related to the Year 2000 Computer Problem. 4. NAPA RESPONSIBILITIES a) NAPA shall provide Telcordia with a single point of contact empowered to make decisions related to the Services within one (1) week of contract execution. b) NAPA must identify and make final decisions on the contractual arrangement under which NAP customers will lease co-location space with input from Telcordia, within the Interim NAP facility including: o Business rules surrounding denial and restoration of service to NAPA' s co-location customers; o Detailed service definitions, including billing arrangements, pricing and discount arrangements; o Products and service portfolios NAPA shall offer its customers, and; o Accounting file interfaces for integrating with NAPA systems. c) Further, throughout the term of this WS, NAPA must provide: o Assure access as required by Telcordia to facility preparation schedules; o Agreement to commitment dates from the owner of the interim facility including commitments related to improvements that may be necessary to the facility; o Access to NAPA personnel to assist in defining billing, network and service operations, including the integration with NAPA accounting systems; o An interim facility with suitable facility infrastructure (e.g., power, HVAC, fire suppression, and security) as determined jointly by NAPA and Telcordia, and; o Procedures for escalation of network and customer problems to appropriate NAPA personnel. d) NAPA shall provide appropriate facilities at NAPA' s sole expense for Telcordia' s use at the NAPA site, for the sole purpose of providing NAPA the Services identified in this WS, for the term of this WS, including but not limited to, work space, desk, telephones with outside long distance line. workstation/PC with logins and comrriunications links to NAPA's network, and access to all necessary systems, buildings and NAPA personnel. Where practical and at no additional direct cost to Telcordia, Telcordia facilities will be used from time to time. Failure to perform any of the above NAPA responsibilities may cause schedule delays or may result in additional costs to NAPA. 4 5. ASSUMPTIONS In addition to any assumptions specified in the Sections above, Telcordia has based its estimates for the performance of the Services on the following assumptions. Changes to these assumptions may change Telcordia's estimates of the performance of Services, and such changes will be managed in accordance with Section 9.11 the Master Agreement. o For the term of this WS, Telcordia requires 24 hour, 7 day a week access to the interim facility, inclusive of holidays; o For the term of this WS, Operations support coverage for NOC operations, help desk and Call Center will be provided seven (7) days per week, twenty four (24) hours per day, inclusive of holidays; o Back-office business systems support ("BSS") will be provided twelve (12) hours per day, five (5) days per week, exclusive of holidays; o Operations support systems ("OSS") and BSS system components will not be integrated during the term of this WS; o The number of customers in the Interim NAP is expected to be no greater than fifteen (25) customers; o A Port is defined as a physical connection to an Interim NAP edge device or comparable equipment; o Forty-five (45) trouble calls per port per year at the Call Center are anticipated; o Staffing levels of the Call Center is based on the following: o 50% of the calls will be resolved by the Call Center personnel; o 20% of the calls will be referred to the sales organization; o 10% of the calls will be referred to the OSS help desk in the Data Center, and; o 20% of the calls will be referred to the BSS help desk in the Data Center; o All calls into the Call Center are assumed to be voice only (no fax/email calls); o Call Center will provide services for ordering, trouble ticketing, sales & marketing, and billing; o Call Center services will not provide interactive voice response, and; o Redundant NOC facilities are not provided in the interim system. o The processes developed for the Interim NAP shall be transferable to the permanent NAP. 6. FEES AND PAYMENTS NAPA shall pay Telcordia for the Services on a time and materials basis. (a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee for the Services will be approximately US$4,100,000.00, ("Estimated Fee"), excluding out of pocket expenses and materials. The Estimated Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it reaches 5 eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. (b) BILLING: NAPA shall pay Telcordia for the Services on the following basis: 1) LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below, which rates are represented by Telcordia to be the lowest or equal to the lowest rates charged to any Telcordia customer for consulting and engineering services ("Preferred Pricing"). The rates set forth below will not be increased before January 1, 2002, even if Telcordia increases its Preferred Pricing model. On or after January 1, 2002, NAPA shall be charged the then prevailing Preferred Pricing. The table below is an inclusive rate table and not all job categories will be used in this WS.

NAP OF THE AMERICAS ------------------------------------------------------------------------------------------- ROLE NAP OF THE AMERICAS ROLES RATE --------------------------- ----------------------------------- --------------------------- GOVERNANCE VP-General Manager $315 --------------------------- ----------------------------------- --------------------------- Program Manager $242 --------------------------- ----------------------------------- --------------------------- Project Manager $180 --------------------------- ----------------------------------- --------------------------- Project Controller $144 --------------------------- ----------------------------------- --------------------------- Principal $315 --------------------------- ----------------------------------- --------------------------- CONSULTING Principal Consultant $242 --------------------------- ----------------------------------- --------------------------- Senior Consultant $180 --------------------------- ----------------------------------- --------------------------- Consultant $144 --------------------------- ----------------------------------- --------------------------- Principal $315 --------------------------- ----------------------------------- --------------------------- ENGINEERING Principal Engineer $242 --------------------------- ----------------------------------- --------------------------- Senior Engineer $180 --------------------------- ----------------------------------- --------------------------- Engineer $144 --------------------------- ----------------------------------- --------------------------- Principal $315 --------------------------- ----------------------------------- --------------------------- OPERATIONS Operations Manager $242 --------------------------- ----------------------------------- --------------------------- Systems Administrator $144 --------------------------- ----------------------------------- --------------------------- Senior Technician $120 --------------------------- ----------------------------------- --------------------------- Technician $95 --------------------------- ----------------------------------- --------------------------- Junior Technician $70 --------------------------- ----------------------------------- --------------------------- Customer Care Representative $70 --------------------------- ----------------------------------- --------------------------- Provisioning Specialist $95 --------------------------- ----------------------------------- --------------------------- Billing Specialist $70 --------------------------- ----------------------------------- --------------------------- SUPPORT Administration Specialist $60 --------------------------- ----------------------------------- ---------------------------

2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited to, travel, lodging, meals, telephone, all materials purchased by Telcordia exclusively for use in performing the Services Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. 6 Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the Master Agreement. 7. DELIVERABLES Telcordia shall provide the following Deliverables. Telcordia shall also provide written Deliverables in Microsoft Word(R) format or as mutually agreed by the parties. DELIVERABLE 1: INITIAL NETWORK OPERATIONS PLAN One (1) written document describing an initial network operations architecture plan to perform the necessary operations and business management functions for the Interim NAP. This document will include high-level network operations architecture guidelines as well as detailed Interim NAP Network Operations processes covering specific operations functions that will be performed in the Interim NAP locations. DELIVERABLE 2: CUSTOMER CARE METHODS AND PROCEDURES The M&Ps for customer care will be provided via detailed, written documentation and will include the following items: service negotiation procedures, service activation procedures, service assurance procedures and network creation procedures. DELIVERABLE 3: BILLING M&PS The M&Ps for billing will include the production and mailing of monthly invoices based on information collected regularly from the operation. DELIVERABLE 4: NETWORK OPERATIONS REPORTS One (1) monthly written document for each of the following documentation for the operations support activities: o Configuration status accounting reports, with a list of each item in the network and its status, in an electronic format; o Throughput reports for loading analysis, and; o Downtime reports. DELIVERABLE 5: NOC M&PS One (1) written document describing the NOC methods and procedures for backup and restoration of key data, trouble and failure escalation and notification as well as account creation and account maintenance. 7 8. SCHEDULE OF SERVICES The term of this WS is August 9, 2000 through August 1, 2001. This WS will commence upon the execution of both parties at the agreed upon worksite in Miami, and will be in force for the work performance period or as mutually agreed upon by the parties in writing. The following schedule is provided for information and planning purposes only until such time as a detailed project schedule is developed and agreed upon in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work cooperatively and in good faith toward developing the Definitive Project Schedule within two (2) weeks of execution of this WS. All project milestones and their dependencies will be reflected in the Definitive Project Schedule.

--------------------------------------------- ---------------------------------------- MILESTONE DESCRIPTION ESTIMATED DATE --------------------------------------------- ---------------------------------------- Initial Operations Plan Sept. 19, 2000 --------------------------------------------- ---------------------------------------- Customer Care M&Ps Sept. 30, 200 --------------------------------------------- ---------------------------------------- Billing M&Ps Nov. 30, 2000 --------------------------------------------- ---------------------------------------- Network Operations Reports Monthly beginning Feb. 1, 2001 --------------------------------------------- ---------------------------------------- NOC M&Ps Nov. 30, 2000 --------------------------------------------- ---------------------------------------- Commencement of Interim NAP January 1, 2001 --------------------------------------------- ----------------------------------------

9. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, letcorcila shall provide Services at Telcordia facilities or NAPA facilities within the continental United States. 10. TELCORDIA CONTACTS

TECHNICAL CONTACT ADMINISTRATIVE CONTACT ----------------- ---------------------- Gary D. Schilling Beth Morgan SAIC Director, Professional Services 10260 Campus Pt. Drive, M/S E2-B 1200 Brickell Avenue, Suite 1200 San Diego, CA 92121 Miami, FL 33131 Telephone: 858-826-9889 Telephone: 305-372-7970 Fax: 858-826-9339 Fax: 305-349-2030 Email: gary.d.shilling@saic.com Email: mmorgan1@telcordia.com

11. OTHER TERMS AND CONDITIONS a) ACCEPTANCE OF SERVICES Acceptance of Professional Services shall be deemed to have occurred upon having performed such Services. 8 The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. AGREED BY: TELCORDIA TECHNOLOGIES, INC. NAP OF THE AMERICAS, INC. By: /s/ BRAIN K. GOODKIND By: /s/ THELINA E. ANDERSEN ----------------------- -------------------------- Name: Brian K. Goodkind Name: Thelina E. Andersen Title: Vice President Title: Senior Contract Manager Date: 9-1-00 Date: 9/1/00 9 Technologies Performance from Experience HARDWARE AND SOFTWARE RENTAL AGREEMENT AND PROCUREMENT SUPPORT FOR THE NAP OF THE AMERICAS WORK STATEMENT NO. 0004 CONTRACT NO. 0NAP04 - ------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Master Agreement, as amended dated September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement, as amended and any additional terms contained in this WS. 1. DEFINITIONS (a) "HARDWARE" means any item of equipment described in this WS to be provided by Telcordia to NAPA for the fees as set forth herein. (b) "SOFTWARE" means any software described in this WS to be provided by Telcordia to NAPA for the fees as set forth herein. (c) "TELCORDIA PROVIDED HARDWARE AND SOFTWARE" means any hardware and software provided by Telcordia to support the operation of the Interim NAP. Telcordia Provided Hardware and Software shall include all components necessary to support and operate up to fifty (50) peering connections into the Interim NAP. Any Hardware or Software required to support expansion beyond fifty (50) peering connections will be provided by NAPA at its sole expense. The Telcordia Provided Hardware and Software is intended to support the initial operations of the Interim NAP and includes equipment previously owned by Telcordia as well as equipment purchased by Telcordia that will be provided to NAPA for a monthly rental fee as part of this WS. The Telcordia Provided Hardware and Software is not inclusive of all of the Hardware and Software required to support the Interim NAP if the volume exceeds fifty (50) peering connections. 2. SCOPE OF SERVICES As described in this WS, Telcordia shall provide NAPA with services associated with NAPA's procurement of Hardware and Software ("Services") to be used in the operation of an Internet Network Access Point ("NAP") called the NAP of the Americas. The NAP of the Americas will initially be in operation at an interim facility in Miami ("Interim NAP"). Subsequently, the operation of the NAP of the Americas will move to its permanent location at the Technology Center of the Americas in Miami ("Permanent NAP"). a) Interim NAP For the Interim NAP, Telcordia shall provide the following Services: o Telcordia shall provide the Telcordia Provided Hardware and Software and recommend any additional Hardware and Software that should be procured for of the Interim NAP if the peering volume exceeds fifty (50) ports. Initial deployment of the Interim NAP is estimated to occur approximately in December 2000. Telcordia shall be responsible for the cost of the Telcordia Provided Hardware and Software maintenance contracts. o Telcordia shall provide Telcordia Provided Hardware and Software components necessary for operation of the Interim NAP for up to fifty (50) peering connections. Any Hardware and Software required to support expansion beyond fifty (50) peering connections will be provided by NAPA at its sole expense. o Telcordia shall provide two (2) Quarterly Bill of Materials that will describe Telcordia's recommended list of Hardware and Software necessary for the operation of the Interim NAP during the first and second quarters of 2001 if the peering volume in the Interim NAP so requires. b) Permanent NAP For the Permanent NAP, Telcordia shall provide the following Services: o Telcordia shall recommend and identify the Hardware and Software necessary for deployment in the Permanent NAP in a Quarterly Bill of Materials. The Hardware and Software Components will be justified based upon a mutually agreed upon set of business metrics including forecasted service volumes and provisioning guidelines. Once the Quarterly Bill of Materials has been agreed to by NAPA, NAPA shall be responsible for purchasing the Hardware and Software. o Telcordia will assist NAPA in managing the procurement, delivery, installation and commissioning process for the Hardware and Software contained in the Quarterly Bill of Materials. o Telcordia will assist NAPA in managing Hardware and Software vendor support contracts and arrange for vendor support and maintenance services. NAPA is responsible for the cost of Hardware and Software maintenance contracts from manufacturers as part of the procurement process for the Hardware and Software. 3. DESCRIPTION OF SERVICES Telcordia shall perform the following activities: As described in WS 0002, Telcordia shall deploy the network and operations environment for the NAP of the Americas in an interim facility which has been designated by NAPA with Telcordia's assistance. 2 To support the deployment of the Interim NAP, Telcordia shall provide the following Services: -- Telcordia shall provide Telcordia Provided Hardware and Software. The initial deployment of the Interim NAP is estimated to occur in December 2000 and contain approximately fifty (50) peering connections. Any Hardware and Software required to support expansion beyond fifty (50) peering connections will be provided by NAPA at its sole expense. -- Telcordia shall ship, at NAPA's expense, Telcordia Provided Hardware and Software to the Interim NAP site in Miami, Florida. -- Telcordia shall provide, for the monthly rental fee set forth below, the Telcordia Provided Hardware and Software for NAPAs use in the Interim NAP. At the end of the rental period, Telcordia shall ship, at NAPAs expense, Telcordia Provided Hardware and Software to Telcordia's facilities in New Jersey. -- To support the operation of the Interim NAP beyond the Telcordia Provided Hardware and Software, which will support up to fifty (50) peering connections, Telcordia shall provide a Quarterly Bill of Materials which will contain Telcordia's proposed Hardware and Software requirements for the operation of the Interim NAP. It is estimated that two (2) Bill of Materials will be provided by Telcordia for the operation of the Interim NAP, one (1) Initial Bill of Materials to support the operation of the Interim NAP during the first quarter of 2001 and one (1) Quarterly Bill of Materials to support the operation of the Interim NAP during the second quarter of 200l. [ -- Telcordia shall coordinate with the equipment vendors regarding the delivery schedule the accuracy of Hardware and Software shipments. -- Telcordia shall arrange for the necessary support from the selected Hardware and Software manufacturers to support the installation, configuration, troubleshooting and upgrading of the NAP network. NAPA is responsible for the cost of support services from the vendors as part of the procurement process, which support is expected to be paid for by NAPA as part of the procurement of Hardware and Software, except for those support services associated with Telcordia Provided Hardware and Software, which are Telcordia's responsibility. o To support the operation of the Permanent NAP, Telcordia shall provide the following Services: -- Telcordia shall provide a Quarterly Bill of Materials describing the Hardware and Software that Telcordia recommends for deployment in the Permanent NAP during the three (3) month term of the Quarterly Bill of Materials. The Quarterly Bill of Materials shall be substantially in the form illustrated in Exhibit A and should include information such as the justification for the expected Hardware and Software 3 requirements, an identification of the Hardware and Software components recommended by Telcordia and an estimate of Telcordia' s price of the proposed Hardware and Software components, which shall be no more than 15% above Telcordia's cost. It is estimated that the justification of the proposed Hardware and Software components will be based upon a set of business metrics jointly developed and agreed upon by Telcordia and NAPA. An example of such business metrics is the forecasted customer volume expected in the Permanent NAP during the three (3) month term of the Quarterly Bill of Materials. -- Telcordia shall assist with the coordination of the equipment vendors regarding the delivery schedule the accuracy of Hardware and Software shipments. -- Telcordia shall assist with the arrangement of the necessary support from the selected Hardware and Software manufacturers to support the installation, configuration, troubleshooting and upgrading of the NAP network. NAPA is responsible for arranging for support services from the vendors as part of the procurement process. 4. NO YEAR 2000 SERVICES By mutual agreement of the parties, the scope of the Services and Deliverables, if any, to be provided by Telcordia hereunder does not include any work relating to the Year 2000 Computer Problem, as defined in SECTION 1.4 of the Master Agreement, as amended, including, but not limited to, any Year 2000 analyses, assessment, remediation, testing or any other Services or Deliverables related to the Year 2000 Computer Problem. 5. NAPA'S RESPONSIBILITIES a) NAPA shall accept the Telcordia Provided Hardware and Software upon its delivery. NAPA shall be responsible for any Hardware and Software required to support an expansion beyond fifty (50) peering connections in the Interim NAP at its sole expense. b) NAPA shall review and approve any Quarterly Bill of Materials. NAPA acknowledges that timely approval of the Quarterly Bill of Materials is necessary for Telcordia to comply with the Schedule of Services in this and/or related Work Statements. NAPA shall review and approve the Quarterly Bill of Materials within five (5) business days of the submission of the Quarterly Bill of Materials by Telcordia. NAPA acknowledges that delays in its review and approval of the Quarterly Bill of Materials can result in schedule delays and/or additional fees, if any, on the Services that Telcordia is committed to provide as part of this WS or other WSs associated with the Permanent NAP. c) NAPA shall provide appropriate facilities at NAPA' s sole expense for Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the Services identified in this WS, for the duration of the Services to be provided under this WS, including but not limited to, work space, desk, telephones with outside long distance line, workstation/PC with logins and communications links to NAPA's network 4 and the internet, and prompt access to all necessary systems, buildings and NAPA personnel. Where practical and at no additional direct cost to Telcordia, Telcordia facilities will be used from time to time. d) Upon its approval of the Quarterly Bill of Materials, NAPA shall procure such Hardware and Software identified in the Quarterly Bill of Materials (or substantial equivalent, as jointly determined and agreed upon by NAPA and Telcordia, to that so listed). NAPA will review and approve the Quarterly Bill of Materials within five (5) business days of the delivery of the Quarterly Bill of Materials by Telcordia. NAPA acknowledges that delays in its ordering of the Hardware and Software components included in the approved Quarterly Bill of Materials can result in schedule delays of the Services that Telcordia is committed to provide as part of this WS or other WSs associated with the Permanent NAP or additional fees, if any. e) NAPA shall pay for the cost of support services from Hardware and Software vendors as part of the procurement process. 6. FEES AND PAYMENTS NAPA shall pay Telcordia on the basis of (i) a time and materials estimate for the Services, and (ii) a monthly rental fee for the Telcordia Provided Hardware and Software as described below. The fees will be calculated as follows: a) ESTIMATED FEES: NAPA shall pay Telcordia the following fees: 1) ESTIMATED AMOUNTS: Telcordia estimates that the time & materials fee for the Services set forth in SECTION 3 will be approximately Two Hundred Eighty Two Thousand Dollars ($282,000), excluding out of pocket expenses and materials. This estimate is not binding. Telcordia shall notify NAPA when it reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated. Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. 2) TELCORDIA PROVIDED HARDWARE AND SOFTWARE RENTAL FEE AMOUNTS: The monthly rental fee for the Telcordia Provided Hardware and Software is Thirty Six Thousand Three Hundred Thirty Three Dollars (US$36,333). This fee is only relevant to Telcordia Provided Hardware and Software. During the operation of the Interim NAP, the Telcordia Provided Hardware and Software shall be available to NAPA at a monthly rental fee of Thirty Six Thousand Three Hundred Thirty Three Dollars (US$36,333). NAPA shall have the right to use the Telcordia Provided Hardware and Software from the date of delivery until the operation of the Interim NAP is terminated, not to exceed a twelve (12) month period, or unless otherwise terminated earlier pursuant to the terms of this WS or by operation of law. 5 b) BILLING: NAPA shall pay Telcordia for the Services on the following basis: 1) LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below. The rates below represent Preferred Pricing rates as defined in Section 2 of the Master Agreement, as amended.

----------------------- ------------------------------------ ----------------- ROLE NAP OF THE AMERICAS ROLES RATE ----------------------- ------------------------------------ ----------------- ENGINEERING Principal $315 ----------------------- ------------------------------------ ----------------- Principal Engineer $242 ----------------------- ------------------------------------ ----------------- Senior Engineer $180 ----------------------- ------------------------------------ ----------------- Engineer $144 ----------------------- ------------------------------------ -----------------

2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited to, travel, lodging, meals, telephone, shipping and handling for Telcordia Provided Hardware and Software to and from Telcordia Facilities in New Jersey and contracted services provided by Hardware and Software manufacturers, resellers or integrators. Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. 3) RENTAL FEES: NAPA shall pay Telcordia for the monthly rental fees described in SECTION 6.A.2). Telcordia will bill NAPA for rental fees on a monthly basis. 7. DELIVERABLES Telcordia shall provide the following Deliverables: DELIVERABLE 1: INITIAL BILL OF MATERIALS FOR THE NAP One (1) written document in electronic form, describing the Telcordia Provided Hardware and Software and any additional Hardware and Software components necessary, if any, that Telcordia proposes for the initial deployment of the Interim NAP, which deployment is estimated to occur in December 2000. DELIVERABLE 2: QUARTERLY BILL OF MATERIALS FOR THE NAP One (1) written document in electronic form, delivered quarterly, describing the Hardware and Software components that Telcordia proposes to support the operation of the Permanent NAP for the three (3) month term of the Bill of Materials. The Quarterly Bill of Materials shall be substantially in the form illustrated in Exhibit A and should include information such as the justification for the expected Hardware and Software requirements, an identification of the Hardware and Software components proposed by Telcordia, an 6 estimate of the cost to Telcordia of the proposed Hardware and Software components and an estimate of the cost to NAPA for the proposed Hardware and Software components. It is estimated that the justification of the proposed Hardware and Software components will be based upon a set of business metrics jointly developed and agreed upon by Telcordia and NAPA. An example of such business metrics is the forecasted customer volume expected in the Permanent NAP during the three (3) month term of the Quarterly Bill of Materials. 8. SCHEDULE OF SERVICES Services will begin upon execution of this WS and will be completed on or about December 30, 2001, or as the parties may mutually agreed to in writing. Telcordia shall rent to NAPA the Telcordia Provided Hardware and Software beginning November 1, 2000 and ending upon the termination of operation of the Interim NAP, not to exceed a twelve (12) month period, or unless otherwise terminated earlier pursuant to the terms of this WS or by operation of law. 9. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, Telcordia shall provide the Services at its Miami and New Jersey facilities, and at NAPA' s facilities in Miami. 10. CONTACTS

TELCORDIA TECHNICAL CONTACT TELCORDIA ADMINISTRATIVE CONTACT --------------------------- -------------------------------- Richard Nici Max Figueroa Director, Broadband Networking and e-Business General Manager 331 Newman Springs Rd. Broadband Networking and e-Business Red Bank, NJ 07701 331 Newman Springs Rd. Telephone: 732-758-5447 Red Bank, NJ 07701 Fax: 732-758-4177 Telephone: 732-758-2218 Email: rnici @telcordia.com Fax: 732-758-4177 Email: mfiguero @ telcordia.com NAPA TECHNICAL CONTACT NAPA ADMINISTRATIVE CONTACT Telephone: Telephone: Fax: Fax: Email: Email:

11. OTHER TERMS AND CONDITIONS a) ACCEPTANCE Acceptance of Services shall be deemed to have occurred upon having performed such Services. 7 b) RIGHT TO USE HARDWARE AND SOFTWARE Telcordia Provided Hardware and Software (including associated maintenance) provided by Telcordia under the Right to Use method (i.e., Telcordia retains title to the Hardware but renders the use of such Hardware for NAPA support on a monthly basis) shall be paid on a monthly basis as described in SECTION 6. The Software provided by Telcordia will be bundled with Telcordia Provided Hardware. The estimated amounts provided in SECTION 6 are based on the Telcordia Provided Hardware and Software, which shall be identified in the Initial Bill of Materials. c) PURCHASE MONEY SECURITY INTEREST NAPA grants Telcordia a purchase-money security interest in the Telcordia Provided Hardware and Software to secure NAPA's payment and performance. Notwithstanding anything herein to the contrary, Telcordia may file a copy of this Agreement and the applicable Work Statement at any time as a financing statement for that purpose. NAPA shall execute any instruments or documents that Telcordia reasonably deems appropriate to protect its security interest in such Hardware and Software (and proceeds thereof). NAPA warrants that it has not granted and until the foregoing security interest is released will not grant any other security interest in such Telcordia Provided Hardware and Software. NAPA agrees to execute and deliver to Telcordia any necessary financing statements necessary to document the foregoing security interest. NAPA shall keep such Telcordia Provided Hardware and Software at the original installation location, except with written consent from Telcordia and shall not remove same until the security interest has been released. The Parties agree that Telcordia Provided Hardware and Software is and shall remain at all times personal property, regardless of whether it has become or may become attached or affixed to realty. In the event that NAPA defaults in its obligation to pay the rental fees, or any other breach by NAPA hereunder, Telcordia shall have all rights and remedies of a secured creditor upon default in accordance with the governing law as set forth in Section 9.6 of the Master Agreement, as amended. d) OWNERSHIP Title to all Telcordia Provided Hardware and Software under the Right to Use method defined in Section 11(b) of this WS, excluding any items furnished by NAPA, shall remain with Telcordia at all times, except that NAPA, at its option, may give written notice to Telcordia that it elects to purchase such Telcordia Provided Hardware and Software utilized to provide the right to use services. Risk of loss and damage with respect to such Telcordia Provided Hardware and Software shall pass to NAPA upon shipment and shall return to Telcordia upon return shipment to Telcordia. In the event that NAPA elects to purchase Telcordia Provided Hardware and Software, Telcordia shall, within thirty (30) days of receiving such written notice, provide NAPA with a purchase price for 8 the Telcordia Provided Hardware and Software, which purchase price will be substantially based on the fair market value. After payment in full is received by Telcordia for the items that NAPA has elected to purchase, Telcordia will ship such items, if necessary, at NAPA's expense, to a location designated by NAPA, no later than thirty (30) calendar days after payment has been received. Title to such Telcordia Provided Hardware shall pass to NAPA upon receipt of the items so purchased. Title to the Software shall at all times remain with the publisher of such Software. e) TERMINATION 1) This WS may be terminated in accordance with Section 10 of the Master Agreement, as amended. 2) Within thirty (30) days of NAPA' s request, Telcordia shall provide a fixed quote for all Telcordia Provided Hardware and Software. NAPA shall have the option of purchasing such Telcordia Provided Hardware and Software at a price specified by Telcordia. For items that NAPA chooses to purchase from Telcordia, upon payment in full of the purchase price, Telcordia, if necessary, will ship such Telcordia Provided Hardware and Software to a location designated by NAPA in Miami, at NAPA' s expense, no later than thirty (30) calendar days after payment has been received. Title to such Telcordia Provided Hardware shall pass to NAPA upon full payment and NAPA's receipt of the items so purchased. Title to the Software shall at all times remain with the publisher of such Software. f) WARRANTY AND ADDITIONAL TERMS Without limitation in any way under SECTION 7 of the Master Agreement, as amended, or any other Work Statement related to the NAP of the Americas-Miami project, the following warranties and additional terms shall also apply to this WS: 1) HARDWARE AND SOFTWARE: NAPA further acknowledges that Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE HARDWARE OR SOFTWARE ACQUIRED BY NAPA OR PROVIDED BY TELCORDIA FOR USE BY NAPA UNDER THIS WS, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS, DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; (3) as to the quality or capacity of the Hardware or Software, the materials in the Hardware or Software, or workmanship in the Hardware or Software; (4) as to any latent defects in the Hardware or Software; (5) as to any patent infringement; and (6) as to the compliance of the Hardware or Software with any requirements of any law, rule, specification, or contract pertaining thereto. 2) SOURCE. With regard to Hardware and Software not provided by Telcordia, NAPA acknowledges that NAPA has selected both (a) the Hardware and Software listed in the Quarterly Bill of 9 Materials; and (b) if applicable, the supplier named in the Quarterly Bill of Materials from whom the Hardware and Software is to be procured by NAPA. In this respect, NAPA acknowledges that Telcordia is not the manufacturer of the Hardware or publisher of the Software nor the agent of such manufacturer or publisher. 3) PROBLEMS WITH HARDWARE OR SOFTWARE. If the Hardware or Software is not properly installed, does not operate as represented or warranted by the manufacturer, publisher or the supplier or is unsatisfactory for any reason, NAPA shall make a claim on account thereof solely against the supplier, publisher or manufacturer and shall, nevertheless, pay Telcordia all fees payable hereunder. As between NAPA and Telcordia, and only in those instances where the manufacturer, publisher or supplier has provided any maintenance agreement, warranty or guaranty of any nature whatsoever applicable to the Hardware or Software, Telcordia hereby assigns to NAPA whatever assignable interest Telcordia may have in such maintenance agreement, warranty or guaranty. The aforesaid assignment shall not in any way be deemed to limit, negate, or otherwise affect the disclaimer of warranties contained in the preceding paragraphs, and Telcordia shall not incur any duties arising out of any manufacturer's, supplier's or publisher's warranties or guarantees, except as otherwise expressly set forth herein. Further, Telcordia shall not incur any liability whatsoever arising out of any breach of any manufacturer's, supplier's or publisher's warranties or guarantees applicable to the Hardware or Software. 4) DELIVERY AND INSPECTION. NAPA will accept the Telcordia Provided Hardware and Software provided by Telcordia upon its delivery to the Interim NAP. 5) REPAIRS; USE; ALTERATIONS. Telcordia, at Telcordia's expense, shall keep the Telcordia Provided Hardware and Software in good working condition and shall repair and furnish all labor, parts, mechanisms, and devices required therefor. If at any time Telcordia is not longer providing the labor and/or services for operating the NAP, NAPA shall use such Telcordia Provided Hardware and Software in a careful and lawful manner, nor shall NAPA make any alterations, additions, or improvements to such Telcordia Provided Hardware and Software without Telcordia's prior written consent. All additions, repairs, replacement parts, accessories, or improvements made to such Telcordia Provided Hardware and Software, if removed by any third party other than Telcordia, shall not be removed without Telcordia's prior written consent. 6) LOSS OR DAMAGE. NAPA shall bear the entire risk of loss, theft, destruction, or damage of the Hardware provided by Telcordia or any portion thereof from any cause whatsoever. If any such Hardware is totally destroyed, the liability of NAPA 10 to pay rent therefor may be discharged by paying Telcordia all the rent due and to become due thereon, less the net amount of the recovery, if any, actually received by Telcordia from insurance or otherwise for such loss or damage. Except as provided in the preceding sentence, the total or partial destruction of any such Hardware, or total or partial loss of use or possession thereof by NAPA, shall not release or relieve NAPA from the duty to pay the usage fees herein provided. Telcordia shall not be obligated to undertake, by litigation or otherwise, the collection of any claim against any person for loss or damage of such Hardware. 7) INSURANCE. NAPA shall, at NAPA'S own expense, insure the Hardware provided by Telcordia at all times against all hazards as requested by Telcordia, including but not limited to theft, fire, flood or other catastrophe, and extended coverage insurance, and such policies shall be payable to Telcordia as Telcordia's interest may appear. This insurance shall be reasonably satisfactory to Telcordia as to form, amount, and insurer, and shall provide for at least ten (10) days written notice of cancellation to Telcordia. Such insurance policies or certificates thereof shall be delivered by NAPA to Telcordia before Telcordia will be required to deliver such Hardware and Software to NAPA. In addition, NAPA shall, at NAPA's own expense, carry occurrence-type public liability insurance with respect to such Hardware and the use thereof in such amounts and with such insurers as are reasonably satisfactory to Telcordia, and such insurance policies or certificates thereof shall also name Telcordia as an insured and loss payee thereunder. 8) NAPA'S TAX AND LIEN OBLIGATION. NAPA shall keep the Hardware provided by Telcordia free and clear of all levies, liens, and encumbrances. NAPA shall, in the manner directed by Telcordia: (a) make and file all declarations and returns in connection with all charges and taxes (local, state, and federal), which may now or hereafter be imposed upon or measured by the ownership, leasing, rental, sale, purchase, possession, or use of such Hardware, excluding, however, all taxes on or measured by Telcordia's net income; and (b) pay all such charges and taxes. In the event that Telcordia shall elect to make and file any or all declarations and returns in connection with such charges and taxes to pay them, then NAPA shall reimburse Telcordia, upon demand of Telcordia, for any and all such charges and taxes applicable to such Hardware herein provided by Telcordia to NAPA. 9) ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith acceptance of a tax exemption certificate does not represent an assurance that the State will also accept the certificate as valid at the time of audit review. NAPA is responsible for any future audit adjustment if the certificate is not accepted. NAPA agrees to reimburse Telcordia for the amount of audit adjustment and the aggregate of tax, interest, and penalty, if a certificate is subsequently denied. 11 10). TELCORDIA'S PERFORMANCE OF NAPA'S OBLIGATIONS. If NAPA fails to duly and properly perform any of its obligations under this WS with respect to the Hardware provided by Telcordia, Telcordia may (at Telcordia's option) perform any act or make any payment which Telcordia deems necessary for the maintenance and preservation of such Hardware and Telcordia's title thereto, including payment for satisfaction of liens, repairs, taxes, levies, and insurance, and all sums so paid or incurred by Telcordia, together with interest, and any reasonable legal fees incurred by Telcordia in connection therewith, shall be additional rent under this WS and payable by NAPA to Telcordia on demand. The performance of any act or payment by Telcordia as aforesaid shall not be deemed a waiver or release of any obligation or default on the part of NAPA. 11) INDEMNITY. Except for the negligence or willful misconduct of Telcordia related to the Services provided in this section and/or any other related Work Statement, (i) NAPA assumes the risk of liability arising from or pertaining to the possession, operation, or use of the Hardware provided by Telcordia; and (ii) NAPA hereby agrees to defend, indemnify and hold Telcordia harmless from and against any and all claims, costs, expenses, damages, and liabilities arising from or pertaining to the use, possession, or operation of such Hardware. 12) TELCORDIA'S CONSENT TO OFFSET. Without Telcordia's prior written consent, NAPA shall not (a) assign, transfer, pledge, hypothecate, or otherwise dispose of this WS, the Hardware provided by Telcordia, or any interest therein; or (b) sublet or lend such Hardware or permit it to be used by anyone other than NAPA or NAPA's employees. 13) TELCORDIA'S ASSIGNMENT. Telcordia may assign this WS and/or mortgage the Hardware provided by Telcordia, in whole or in part, without notice to NAPA, however, if NAPA is given notice of such assignment, NAPA agrees to acknowledge receipt thereof in writing. Each such assignee and/or mortgagee shall have all of the rights, but none of the obligations of Telcordia under this WS. NAPA shall not assert against assignee and/or mortgagee any defense, counterclaim, or offset that NAPA may have against Telcordia. Notwithstanding any such assignment, Telcordia warrants that NAPA shall quietly enjoy use of such Hardware subject to the terms and conditions of this WS. Subject to the foregoing, this WS inures to the benefit of and is binding upon the heirs, legatees, personal representatives, successors, and assigns of the parties hereto. 14) DEFAULT. If NAPA fails to pay when due any rental payment or other amount required herein to be paid by NAPA, or if NAPA makes an assignment for the benefit of creditors, whether voluntary or involuntary, or if NAPA shall make a bulk transfer of any of NAPA'S assets, or if NAPA discontinues NAPA's normal business operation for a period of ten (10) days or more, or if a petition is filed by or against NAPA under the bankruptcy laws of the United States, Telcordia shall have 12 the right to exercise any one or more of the following remedies in order to protect the interest and reasonably expected profits and bargains of Telcordia: A. Telcordia may recover from NAPA all rental payments and other amounts then due and as they shall thereafter become due hereunder; B. Telcordia may take possession of any or all items of the Telcordia Provided Hardware and Software, wherever these items may be located, without demand or notice, without any court order or other process of law, and without liability to NAPA for any damages occasioned by such taking or possession, and in removing all such Hardware, Telcordia may, if permitted by law, use any of NAPA's licenses in respect to all such Hardware (any such taking or possession shall not constitute a termination of this WS); C. Telcordia may recover from NAPA, with respect to any and all items of such Hardware and Software that had been used and maintained as provided in this WS, provided, however, that upon repossession or surrender of such Hardware and Software, Telcordia shall sell, lease, or otherwise dispose of such Hardware in a commercially reasonable manner with or without notice, on public or private bid, at Telcordia's place of business as indicated in this WS, or at such other place as Telcordia shall determine, and apply the net proceeds thereof (after deducting all expenses, including attorneys fees, incurred in connection therewith) to the sum of monies due to Telcordia hereunder. D. Telcordia may pursue any other remedy at law or in equity. 15) OTHER DEFAULTS. If NAPA fails to perform any of the provisions under this WS or any other agreement with Telcordia, or if NAPA makes a bulk transfer of furniture, furnishings, fixtures, or other equipment or inventory, Telcordia shall have the right to exercise any remedy available at law or in equity, including but not limited to seeking damages or specific performance {and/or} obtaining an injunction. 16) CUMULATIVE RIGHTS. No rights or remedy herein conferred upon or reserved to Telcordia is exclusive of any right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Telcordia shall not be 13 entitled to recover a greater amount in damages than Telcordia could have gained by receipt of NAPA's full, timely, and complete performance of NAPA's obligations pursuant to the terms of this WS plus accrued expenses and interest. The parties to this WS agree to the terms of the Master Agreement, as amended and this WS and further represent that this WS is executed by duly authorized representatives as of the dates below. AGREED BY: TELCORDIA TECHNOLOGIES, INC. NAP OF THE AMERICAS, INC. By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen ------------------------------ -------------------------------- Name: Brian K. Goodkind Name: Thelina E. Andersen ---------------------------- -------------------------------- Title: Executive Vice President and Title: Senior Contract Manager Chief Operating OFficer ----------------------------- ------------------------------- Date: Date: 10-2-00 ---------------------------- ------------------------------- By signing below, Terremark Worldwide, Inc. ("Terremark"), represents and warrants that it is the parent and principal shareholder of NAPA, and acknowledges and agrees that (i) in the event of any default by NAPA, Terremark automatically ratifies and confirms this WS and assumes any and all obligations and liabilities of NAPA hereunder; and (ii) Terremark will defend indemnify and hold Telcordia harmless from and against any and all claims, causes of action, settlements, loss, damages and costs arising from or relating to, directly or indirectly, any act or omission of NAPA. Terremark further acknowledges and agrees that Terremark's foregoing assumption of NAPA's obligations and indemnification of Telcordia shall (i) be in addition to, and shall not serve or operate to foreclose Telcordia from asserting, any and all rights and remedies Telcordia may have against NAPA at law or in equity; and (ii) permit Telcordia to seek to enforce any such rights or remedies against Terremark. RATIFIED, CONFIRMED AND AGREED BY: TERREMARK WORLD WIDE, INC. By: /s/ Brian K. Goodkind --------------------------------- Name: Brian K. Goodkind --------------------------------- Title: Executive Vice President & COO --------------------------------- Date: --------------------------------- 14 EXHIBIT A SAMPLE QUARTERLY BILL OF MATERIALS

- -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- Quantity Product Product Description Estimated Manufacturer's List Estimated Price to NAPA Number Telcordia Cost Price - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 3 Foundry BigIron 4 Slot Layer 2/3 switch with $ $ $ 4000 RSP and 4-port Gigabit Ethernet - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 3 Foundry B4P155-MM 4-port Packet over SONET OC3 $ $ $ interface card. - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 3 Foundry B&G 8-port Gigabit Interface Card $ $ $ - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 3 Foundry B24E 24-Port 10/100 TX Interface Card $ $ $ - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 3 Foundry RSP3 Redundant Power Supply $ $ $ - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 4 Foundry NI800-4 NetIron 800 with RSP and 4-port $ $ $ Gigabit Ethernet Interface Card - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 6 Foundry B&G 8-port Gigabit Ethernet Card $ $ $ - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 4 Foundry B24E 24-port 10/100 TX Interface Card $ $ $ - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 6 Foundry RSP3 Redundant Power Supply $ $ $ - -------- ------------------ -------------------------------- --------------- -------------------- ------------------------- 4 Foundry NI8 NI8 Maintenance Cards $ $ $ - ------------------------------------------------------------ --------------- -------------------- ------------------------- Total $ $ $ - ------------------------------------------------------------ --------------- -------------------- ------------------------- - --------------------------------------------------------------------------------------------------------------------------- CAPITAL PROGRAM JUSTIFICATION - --------------------------------------------------------------------------------------------------------------------------- NOTE: Justification of the capital program is intended to be based on business metrics to be developed jointly by Telcordia and NAPA. The specific business metrics and their associated values would be included in this table. - ---------------------------------------------------------------------------------------------------------------------------

CONFIDENTIAL - RESTRICTED ACCESS TELCORDIA TECHNOLOGIES | ----------------------- Performance from Experience SCOPE CHANGE CONTROL FORM This Scope Change No. 0NAP04-1 ("Scope Change") amends the Work Statement, Contract No. 0NAP04, ("Work Statement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 12 day of April, 2001 ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Work Statement and Agreement except as may be otherwise modified herein for the limited purpose set forth herein. 1. Title of Scope Change: Rate Table Amendment 2. Date of Scope Change: April 12, 2001 3. Originator of Scope Change: Max Figueroa 4. Reason for the Scope Change: Add rate for Associate Engineer 5. Details of the Scope Change (including any specifications): The rate table under Section FEES AND PAYMENTS shall be amended to add a role of Associate Engineer at a rate of $l20/hour. 6. Implementation timetable of the Scope Change: Upon execution of this Change Order. 7. Additional fees or refund, if any, of the Scope Change: N/A 8. Impact of the Scope Change on other aspects of the Schedule, including but not limited to, the overall payment schedule, contractual provisions, and Deliverable schedules: N/A 9. Other Comments: N/A The parties to this Scope Change agree to the terms of the Agreement and the Work Statement, and further represent that this Scope Change is executed by their respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms of the Agreement or Work Statement modified or amended by this Scope Change shall be applicable only for the limited purposes of this Scope Change, and any terms and conditions of the Agreement or Work Statement not modified hereby shall remain unchanged and in full force and effect. AGREED BY: NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN ------------------------ ------------------------- Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN ---------------------------- ------------------------ Title: CHIEF OPERATING OFFICER Title: SENIOR CONTRACT MANAGER ---------------------------- ------------------------ Date: 4/13/01 Date: 4/13/01 ---------------------------- ----------------------- TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC. CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed or made available solely to authorized persons having a need to know within Telcordia and NAPA, except with written permission of Telcordia. MARKET STRATEGY AND BUSINESS OPERATIONS DESIGN FOR THE NAP OF THE AMERICAS WORK STATEMENT NO. 0005 - ------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Master Agreement dated November 16, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this WS. SCOPE OF SERVICES As described in this WS, Telcordia shall provide Professional Services associated with developing the Market Strategy and Business Operations Design ("Services") which will establish and manage the NAP of the Americas in Miami. In the balance of this document, "Telcordia" shall be understood to mean activities performed by either Telcordia or its parent company, SAIC, or both. This WS will outline the Services Telcordia shall provide related to the market strategy and business operations involved in the formation of the NAPA. These Services shall include: o Market Strategy and Services Development o Tactical Marketing Development o Process Development o Financial Modeling 1. DESCRIPTION OF SERVICES Telcordia shall perform the following activities: A. MARKET STRATEGY AND SERVICES DEVELOPMENT In order to begin offering basic services to the customers of the NAP of the Americas ("NAP Customers"), assumptions have been made as to the initial core services that would meet NAP Customers' needs. The following core services have been identified and will be offered initially. In support of this planning assumption, market strategy and additional service definition work will be undertaken, as outlined herein. The core basic services that will initially be offered to NAP Customers are: o Basic Public Peering Services which provides a connection to the NAP network supporting public peering and route arbitration services. o Basic Private Peering Services which provides a connection between NAP Customers. o Basic Collocation Services which provides for the rental of space within the NAP facility. o Equipment Monitoring which provides for the monitoring of the customer equipment in the co-location space. Building on these core services, the business analysis work proposed herein for the NAP of the Americas will provide recommendations on services, features and pricing. Leveraging market research, Telcordia and Terremark will jointly identify value added services which are most likely to meet the needs of the NAP of the Americas. These services will be rank ordered and evaluated in conjunction with Terremark. Potential prices, mix of services and services partners will be determined on an as needed basis. The Deliverables from this part of the project consist of an analysis of demand, pricing and competitors, resulting in a short-term market strategy. Telcordia shall define and evaluate two (2) to three (3) alternative service models (wholesale, retail or a combination of wholesale/retail) for the Permanent NAP, with the goal of optimizing the balance among several key variables, for example, the value proposition for potential customers and the pros and cons of providing different services either directly by the NAP or indirectly, through partnerships, alliances or resale arrangements. The analysis shall consist of: o With concurrence of Terremark, analysis of up to five (5) potential customer types in order to identify their preferred service needs and the service characteristics that present an attractive value proposition for them. The customer types will consist of global and regional carriers, Internet service providers ("ISPs"), and possibly intermediaries such as web hosting and application hosting companies or enterprise customers. o Analysis of service offerings that are available today from up to ten (10) competitors. In addition, the analysis will include future services that may be expected in the future based on competitors' current announcements about their investments and their business partnerships/alliances. o Identification and analysis of services to be offered at the NAP with a time line and cost benefit analysis taking account of the infrastructure and software systems required to support these services. o A composite analysis of services mapped to customer segments taking account of competitors' behavior. o Value added service descriptions for NAP Services. Telcordia shall assist in developing a market strategy for a set of primary and ancillary services that may be provided directly at the NAP, remotely, or that may be provided to intermediaries for their customers. This aspect of this WS will be to develop primary and ancillary services that will potentially be offered at the Interim NAP and those offered at the Permanent NAP. Telcordia shall perform the following activities, organized in two phases: 2 PHASE 1: SHORT-TERM MARKET STRATEGY FOR THE CORE/PRIMARY SERVICES o Identify the primary connectivity services and estimate the traffic levels necessary for the NAP to get started. o Create an analytical framework for the market strategy with NAP services defined at different levels of functionality from simple interconnection to all the state-of-the-art capabilities and features needed to attract multiple backbone providers to combine their public and private peering at NAP of the Americas. o Develop the dimensions of the competition the NAP of the Americas faces from other players. o Create preliminary value propositions for the different types of potential NAP of the Americas customers, such as carriers & service providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs). This will involve a mapping of potential customers to the services they value and analysis of benefits of NAP of the Americas relative to their current suppliers. o Create a mapping from potential clients to likely traffic levels for attracting "anchor tenants" and other tenants. PHASE 2: MID-TERM MARKET STRATEGY It is assumed that a carrier-neutral strategy for NAP of the Americas will be adopted to create an infrastructure that will enable the NAP Miami users to provide different value-added services, such as web hosting, caching, content delivery, storage, voice over IP, etc., to their customers. Careful consideration will be given to the NAPA to ensure that it is complimentary to and not unnecessarily competitive with its customer base. The mid-term market strategy analysis will include an evaluation of potential services, functionality and competitor's services and models. The preliminary analysis of value propositions from Phase 1 will be completed in Phase 2 to determine the additional services and functionality needed for NAP of the Americas to attract different types of potential customers considering the opportunities to leverage early commitments of the customer base and the key risk factors. This work will consider business models for neutral services that can be provided directly to tenants of the NAP, such as, share hands, network security, network back up and storage, web hosting, caching, performance monitoring and reporting, etc. The work activities will be as follows: o Validate the belief that interconnection at NAP of the Americas can generate significant savings in transport cost for regional carriers and ISPs. Identify functionality requirements of web hosting/co-location companies. o Identify functionality requirement for enterprise customers. 3 o Identify additional functionality such as higher levels of reliability, security, scalability and customer care required for NAP of the Americas to differentiate itself from interconnection service providers like Equinix. InterNAP, Savvis, SDFC and Colo.com. o Analyze value-added services for example, caching, security, storage and disaster recovery services. o Analyze the content delivery service business and incentives required to attract Hispanic-focused ISPs to the NAP of the Americas. o Analyze new service offerings announced by competitors on an on-going basis. o Analyze likely future offerings based on competitors' announcements about their investments and their business partnerships/alliances. o Identify managed services and third-party providers that can deploy in partnership or reseller arrangements with Terremark. o Develop recommendations regarding business partnerships/revenue-sharing arrangements with Best-of-Breed players for the NAP of the Americas to differentiate its value-added service offerings. o Review the capabilities of the supporting NAP of the Americas operations infrastructure and network operations center to determine if these internal support mechanisms could be leveraged to provide external value added services. For example, on going monitoring services for third party equipment. B. TACTICAL MARKETING DEVELOPMENT Telcordia shall assist NAP of the Americas with their marketing efforts in supplying on-going technical resources that will be available to the sales force to assist with market development, product planning, presentation preparation, customer meetings, customer inquiries and technical sales support for the duration of this work statement. C. PROCESS DEVELOPMENT Telcordia shall develop and document process flows for the Marketing and Sales Process and shall coordinate interface points with the processes being handled via the BSS/OSS Service Bureau in San Diego. These interface points will be designed and documented to facilitate flow-through of customer orders throughout all of the critical business processes at a high level (service activation and provisioning, service assurance and maintenance and customer care and billing). It is assumed that these critical processes will be managed at the BSS/OSS Service Bureau in San Diego. Telcordia process consultants shall also work with appropriate NAPA staff to review and approve all of the processes that will be utilized at the BSS/OSS Service Bureau in San Diego. Telcordia process consultants shall also evaluate the documented processes and identify any business processes that may not be 4 fully developed and/or adequately documented. Telcordia shall produce a report of these gaps and develop a plan to close any process gaps identified. Telcordia shall implement this plan to close any identified process gaps. D. FINANCIAL MODELING Telcordia, in conjunction with the Market Strategy consultants, shall conduct analyses to determine the expected cash flow for NAPA. Inputs to the financial analysis are described below. The result will be a financial analysis encompassing discounted cash flow, expected payback period and rate of return for the given strategic direction over a three to five year planning period. 1. Revenue Projections: Telcordia shall work with NAPA to develop projections for the potential revenues associated with each service identified by the Market Strategy group. Market strategy, service portfolio and other economic factors will be used as input to these revenue projections. 2. Investment Projections: Telcordia shall work with NAPA or other appropriate resources to determine the investments required to support the services. 3. Expense Projections: Telcordia will work with NAPA or other appropriate resources to develop the network and operational expenses that can be expected in support of these services. 4. Sensitivity Analysis: Telcordia shall develop a sensitivity analysis to assess the critical factors driving the value of the opportunity and impacts of uncertainties. 2. NO YEAR 2000 SERVICES By mutual agreement of the parties, other than as provided for in Section 5.4, Third Party Year 2000 Compliance of the Master Agreement, the scope of the Services and Deliverables, if any, to be provided by Telcordia hereunder does not include any work relating to the Year 2000 Computer Problem, as defined in Section 1.4 of the Master Agreement, including, but not limited to, any Year 2000 analyses, assessment, remediation, testing or any other Services or Deliverables related to the Year 2000 Computer Problem. 3. NAPA RESPONSIBILITIES a) NAPA shall provide Telcordia with a single point of contact empowered to make decisions related to the Services within one (1) week of contract execution. b) NAPA shall provide appropriate facilities at NAPA's sole expense for Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the Services identified in this WS, for the term of this WS, including but not limited to, work space, desk, telephones with outside long distance line, workstation/PC with logins and communications links to NAPA's network, and access to all necessary systems, buildings and NAPA personnel. Where practical and at no additional direct cost to Telcordia, Telcordia facilities will be used from time to time. 5 Failure to perform any of the above NAPA responsibilities may cause schedule delays or may result in additional costs to NAPA. 4. FEES AND PAYMENTS NAPA shall pay Telcordia for the Services provided in this WS on a time and materials basis. a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee for the Services will be approximately US$1,700,000 ("Estimated Fee"), excluding out of pocket expenses and materials. The Estimated Fee is non-binding on Telcordia; Telcordia shall notify NAPA when it reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. b) BILLING: NAPA shall pay Telcordia for the Services on the following basis: 1) LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below. The rates below represent Preferred Pricing rates as defined in Section 2 of the Master Agreement, as amended. The table below is an inclusive rate table and not all job categories will be used in this WS. 6

NAP of the Americas - ---------------------------------------- --------------------------------------------- --------------- ROLE NAP OF THE AMERICAS ROLES RATE - ---------------------------------------- --------------------------------------------- --------------- Governance VP-General Manager $315 - ---------------------------------------- --------------------------------------------- --------------- Program Manager $242 - ---------------------------------------- --------------------------------------------- --------------- Project Manager $180 - ---------------------------------------- --------------------------------------------- --------------- Project Controller $144 - ---------------------------------------- --------------------------------------------- --------------- Principal $315 - ---------------------------------------- --------------------------------------------- --------------- Consulting Principal Consultant $242 - ---------------------------------------- --------------------------------------------- --------------- Senior Consultant $180 - ---------------------------------------- --------------------------------------------- --------------- Consultant $144 - ---------------------------------------- --------------------------------------------- --------------- Principal $315 - ---------------------------------------- --------------------------------------------- --------------- Engineering Principal Engineer $242 - ---------------------------------------- --------------------------------------------- --------------- Senior Engineer $180 - ---------------------------------------- --------------------------------------------- --------------- Engineer $144 - ---------------------------------------- --------------------------------------------- --------------- Principal $315 - ---------------------------------------- --------------------------------------------- --------------- Operations Operations Manager $242 - ---------------------------------------- --------------------------------------------- --------------- Systems Administrator $144 - ---------------------------------------- --------------------------------------------- --------------- Senior Technician $120 - ---------------------------------------- --------------------------------------------- --------------- Technician $95 - ---------------------------------------- --------------------------------------------- --------------- Junior Technician $70 - ---------------------------------------- --------------------------------------------- --------------- Customer Care Representative $70 - ---------------------------------------- --------------------------------------------- --------------- Provisioning Specialist $95 - ---------------------------------------- --------------------------------------------- --------------- Billing Specialist $70 - ---------------------------------------- --------------------------------------------- --------------- Support Administration Specialist $60 - ---------------------------------------- --------------------------------------------- ---------------

2) Other Direct Costs and Materials: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited to, travel, lodging, meals, telephone, all materials purchased by Telcordia exclusively for use in performing the Services. Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. Telcordia shall bill NAPA on a monthly basis as specified in Section 2.2 of the Master Agreement, as amended. 5. DELIVERABLES Telcordia shall provide the following Deliverables. Telcordia shall provide written Deliverables in Microsoft Word(R) format or as mutually agreed by the parties: DELIVERABLE 1: SHORT-TERM MARKET STRATEGY FOR CORE PRIMARY SERVICES o Report on preliminary value propositions for the different types of potential NAP of the Americas customers, such as carriers & service providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs,). This will involve a mapping of potential customers to the services they value and analysis of benefits of NAP of the Americas relative to their current suppliers. 7 DELIVERABLE 2: MID-TERM MARKET STRATEGY o On-going analysis of new service offerings announced by competitors and identification of additional functionality such as higher levels of reliability, security, scalability and customer care required for the NAPA to differentiate itself from others. These analyses will lead to a report with recommendations regarding potential partnerships or arrangements with best of breed players for NAPA to differentiate its value added service offerings. Telcordia will provide an interim report by January 31, 2001 focused on simpler services which could be more quickly deployed by the NAP of the Americas. DELIVERABLE 3: PROCESS DEVELOPMENT o Assist in the design and documentation of the Marketing and Sales Process for NAPA in Microsoft PowerPoint(R)or Visio(R)format o Design and document interface points to the processes under development at the BSS/OSS Service Bureau in San Diego o Identify and document any processes that may not be fully developed and documented and produce a report of these gaps o Develop a plan to close any process gaps identified o Implement the plan to close any identified process gaps DELIVERABLE 4: FINANCIAL MODELING o A financial analysis report in Microsoft PowerPoint(R) including Revenue Projections, Investment Projections, Expense Projections, and a Sensitivity Analysis 6. SCHEDULE OF SERVICES The term of this WS is September 1, 2000 through December 31, 2001. This WS will commence upon the execution of both parties at the agreed upon worksite in Miami, and will be in force for the work performance period or as mutually agreed upon by the parties in writing. The following schedule is provided for information and planning purposes only until such time as a detailed project schedule is developed and agreed upon in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work cooperatively and in good faith toward developing the Definitive Project Schedule within two (2) weeks of execution of this WS. All project milestones and their dependencies will be reflected in the Definitive Project Schedule. 8

- ------------------------------------------------------------------------- -------------------------------------------- MILESTONE DESCRIPTION ESTIMATED DATE - ------------------------------------------------------------------------- -------------------------------------------- MARKET STRATEGY MILESTONES - ------------------------------------------------------------------------- -------------------------------------------- Short-term Market Strategy January 5, 2001 - ------------------------------------------------------------------------- -------------------------------------------- Mid-term Market Strategy On-going for term of this WS Interim report - January 31, 2001 - ------------------------------------------------------------------------- -------------------------------------------- TACTICAL MARKETING DEVELOPMENT On-going for term of this WS - ------------------------------------------------------------------------- -------------------------------------------- BUSINESS PROCESS MILESTONES - ------------------------------------------------------------------------- -------------------------------------------- Design and document the Marketing and Sales Process for NAPA November 17, 2000 - ------------------------------------------------------------------------- -------------------------------------------- Design and document interface points to BSS/OSS Service Bureau in San December 1, 2000 Diego - ------------------------------------------------------------------------- -------------------------------------------- Complete Gap Analysis December 1, 2000 - ------------------------------------------------------------------------- -------------------------------------------- Plan to close Process Gaps developed December 8, 2000 - ------------------------------------------------------------------------- -------------------------------------------- Plan to close Process Gaps implemented December 29, 2000 - ------------------------------------------------------------------------- -------------------------------------------- FINANCIAL ANALYSIS MILESTONE - ------------------------------------------------------------------------- -------------------------------------------- Financial Analysis Report On-going for term of this WS - ------------------------------------------------------------------------- --------------------------------------------

7. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, Telcordia shall provide Services at Telcordia facilities or NAPA facilities within the continental United States. 8. TELCORDIA CONTACTS

TECHNICAL CONTACT ADMINISTRATIVE CONTACT ----------------- ---------------------- Janice Dahiquist Beth Morgan Sr. Consultant., Professional Services Director, Professional Services 1200 Brickell Avenue, Suite 1200 1200 Brickell Avenue, Suite 1200 Miami, FL 33131 Miami, FL 33131 Telephone: 305-372-7974 Telephone: 305-372-7970 Fax: 305-349-2030 Fax: 305-349-2030 Email: jdahlqui@ telcordia.com Email: Mmorganl@telcorclia.com

9. TERREMARK CONTACTS ADMINISTRATIVE CONTACT Brian Goodkind Executive Vice President & Chief Operating Officer Terremark Worldwide, Inc. 2601 S. Bayshore Drive, 9th Floor Coconut Grove, Florida 33133 Telephone: 305-860-7829 Fax: 305-856-0252 Email: bgoodkind@terremark.com 9 10. OTHER TERMS AND CONDITIONS a) Acceptance of Services Acceptance of Services shall be deemed to have occurred upon having performed such Services. The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. AGREED BY: TELCORDIA TECHNOLOGIES, INC. NAP OF THE AMERICAS, INC. By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN --------------------------- ----------------------------- Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN --------------------------- ----------------------------- Title: Executive Vice President & Title: Senior Contract Manager Chief Operating Officer --------------------------- ----------------------------- Date: 11-16-00 Date: 11-29-00 --------------------------- ----------------------------- 10 CONFIDENTIAL -- RESTRICTED ACCESS Telcordia Technologies |------------------------ PERFORMANCE FROM EXPERIENCE BSS/OSS OPERATIONAL SUPPORT FOR INTERIM NAP WORK STATEMENT NO. 0006 CONTRACT NO. 1NAP06 - ------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Master Agreement, as amended dated August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc., (`~NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement ("MA") and any additional terms contained in this WS. 1. SCOPE OF SERVICES As described in this WS, Telcordia shall provide Professional Services and Service Bureau Services associated with operation of an Internet Network Access Point ("NAP") network called the NAP of' the Americas Miami at an interim location in Miami ("Interim NAP"). For operation of the Network Operations Center ("NOC"), Telcordia shall be using the services of its parent company, Science Applications International Corporation, Inc. ("SAIC"). As described in this WS, SAIC shall provide the Services necessary to set up a pre-defined suite of Business Support Systems / Operations Support Systems ("BSS/OSS") applications to operate in the data center in SAIC facilities in San Diego, California ("Data Center") to support the NAP of the Americas business specifications, during the period of time the Interim NAP is functioning. In the balance of this document, "Telcordia" shall be understood to mean activities performed by either SAIC, Telcordia, or both. Telcordia shall provide Professional Services in support of the following service offerings to carriers by NAP of the Americas: o Public peering o Private peering o Co-location o Equipment o Management services for customer equipment and facilities o Service level monitoring for private peering CONFIDENTIAL -- RESTRICTED ACCESS o Internet access o Per port firewalls o Server health monitoring o Device level monitoring o Custom solutions involving premise wiring Telcordia shall provide the following services from the San Diego Data Center: o Interface to Billing -- provided by BSS; o Call Center -- provided by BSS, and; o Network Operations Center -- provided by OSS. Telcordia shall also provide the development, deployment and operation of the security system for the interim NAP. 2. DESCRIPTION OF SERVICES 2.1. BILLING (RAPIDAPPS(TM)SERVICE BUREAU) o Telcordia shall gather the following information on an ongoing basis during the term of this WS as NAP services are activated for NAPA customers: o Customer profiles, as contained in service orders or via the call center; o Service activation dates; and o Other service data, as required. 2.2. CALL CENTER (RAPIDAPPS(TM)SERVICE BUREAU) The call center shall provide the first level of customer contact for the following communications as prescribed by the M&Ps developed in WS-0003: o Sales orders -- shall be directed to the NOC; o Sales & marketing contacts -- shall be directed to Telcordia or NAPA sales and marketing offices, as directed by NAPA; o Trouble reports -- shall be directed to the NOC, and; 2 CONFIDENTIAL -- RESTRICTED ACCESS o Billing questions -- Shall be directed to Terremark. Incoming calls shall be processed by automated call distribution ("ACD") equipment and manned twenty-four (24) hours per day seven (7) days per week, inclusive of holidays, along with operator support. 2.3. NETWORK OPERATIONS CENTER (RAPIDAPPS(TM)SERVICE BUREAU) The NOC shall provide the following services as prescribed by the M&Ps developed in WS-0003: o Interim NAP equipment monitoring -- The NOC shall monitor equipment of the Interim NAP to identify problems, initiating corrective action as required. This includes all equipment directly connected to the NAP, including customer owned equipment. For customer equipment directly monitored by the customer's management control center, the customer o must relay the equipment status to the NOC in order for the NOC to be able to recognize and diagnose any problem with any equipment or circuit connected to the NAP. o Customer co-located equipment monitoring -- The NOC shall optionally monitor customer equipment located in the Interim NAP facility not directly connected to the NAP but engaged in private peering connections at an additional cost to NAPA. This equipment must be configured in accordance with the requirements of the service description for co-located equipment. This is an optional service the customer can request to be performed; an additional fee will be charged for this service. If problems are detected by the NOC, corrective action shall be initiated as required. o Customer remotely located equipment monitoring -- The NOC shall optionally monitor customer equipment not located in the Interim NAP facility and engaged in private peering connections within the Interim NAP facility at an additional cost to NAPA. This equipment must be configured in accordance with the requirements of the service descriptions. This is an optional service the customer can request to be performed, an additional fee will be charged for this service. If problems are detected by the NOC, corrective action shall be initiated as required. o Order processing -- The NOC shall process orders for public peering and private peering as prescribed by the M&Ps developed in WS-0003, including new orders, changed orders, and service cancellations. This process includes the following actions: o Develop customer and network databases associated with the order; 3 CONFIDENTIAL -- RESTRICTED ACCESS o Schedule all functions associated with the new order; o Initiate equipment and circuit procurements as required; o Allocate Interim NAP equipment and circuit resources as required; o Initiate on site Interim NAP operational work, o Provision equipment as required; o Conduct service assurance; o Communicate and coordinate service turn on with the customer, and; o Communicate necessary information to the BSS for billing actions requested. o Interim NAP Maintenance - The NOC shall perform normal maintenance on the Interim NAP infrastructure, to include testing of all changes and upgrades. 2.4. INFORMATION SECURITY (TIME & MATERIAL SERVICES) Telcordia shall refine and confirm M&Ps and implement security provisions not covered by internal NAP security provisions and physical security as follows: STAGE 1 - PLAN Network Security Monitoring Strategic Planning -- Telcordia shall provide planning in the area of Security Operations Center and Technical Call Center Support. This planning shall include: strategic security planning, security monitoring (e.g., firewall management, VPN Services, intrusion detection). STAGE 2 - DESIGN Network Security Monitoring Architecture Support -- Telcordia shall provide architecture support in the area of Security Operations Center and Technical Call Center Support. This support shall include: network security monitoring (e.g., access control, firewall management, VPN Services, intrusion detection), network security architecture and pre-operational testing. Telcordia may provide support in the development of software as needed to implement security-relevant applications, specialized operating system modification, smart card integration, etc. as directed. This architecture support shall include interface/integration with other network and operational elements, such. as the Foundry security layer services. 4 CONFIDENTIAL -- RESTRICTED ACCESS NETWORK SECURITY MONITORING PROCESS AND PROCEDURES -- Telcordia shall provide support in the development and review/evaluation of network security monitoring policies and procedures as necessary. Telcordia shall support the development of Security Test Plans, which shall describe the types, scope, objectives, schedule, and test criteria. Telcordia shall also produce security test reports, detailing the results, architectural impacts and recommendations for future development and/or follow-on testing. SECURITY POLICY/PROCEDURES DEVELOPMENT/ANALYSIS (INCLUDING DISASTER RECOVERY OF BUSINESS CONTINUITY PLANNING) -- Telcordia shall provide support in the development and review/evaluation of security policies and procedures, Disaster Recovery Planning/Business Continuity. STAGE 3 - DEPLOY INITIAL SECURITY TRAINING/PREPAREDNESS OF PERSONNEL -- Telcordia shall support information technology security awareness and deliver site-specific preparedness training in the areas of prevention, reporting, mitigation, and escalation. A broad-based tailored program shall be provided on site for operating staff personnel. INFORMATION SECURITY ASSESSMENTS -- Telcordia shall provide a comprehensive independent information security assessment (ISA) including internal and external network penetration testing, on-site facilities assessment, staff interviews, review of existing policies and procedures and operational environment. This includes an initial assessment at the initiation of operations and a follow-up assessment at the 4-6 month point of operations, as appropriate. DISASTER RECOVERY/BUSINESS CONTINUITY TESTING - Telcordia shall create operational procedures and processes associated with Disaster Recovery/Business Continuity and shall perform testing and evaluation of their completeness. FIREWALL CONFIGURATION/INSTALLATION/TESTING - Telcordia shall configure, at the Managed Network Service Center ("MNSC"), a Firewall containing a tailored customer configuration policy. Telcordia shall install the Firewall at the Interim NAP facility and execute acceptance testing for transition to remote monitoring at the MNSC. Firewall configuration/installation testing is a per firewall requirement and is based on client specific requirements. Any colocation customer firewall configuration/installation/testing will be performed for an additional fee. 5 CONFIDENTIAL -- RESTRICTED ACCESS 3. DELETED 4. NAPA RESPONSIBILITIES NAPA's responsibility is to provide operational interface support to the billing operations conducted by the BSS. Failure to perform any of the above NAPA responsibilities may cause schedule delays or may result in additional costs to NAPA. 5. ASSUMPTIONS In addition to any assumptions specified in the Sections above, Telcordia has based its estimates for the performance of the Services on the following assumptions. Changes to these assumptions may change Telcordia's estimates of the performance of Services, and such changes shall be managed in accordance with Section 13 of the Master Agreement, as amended. o For the term of this WS, Telcordia requires 24 hour, 7 day a week unescorted access to the interim facility, inclusive of holidays; o For the term of this WS, Operations support coverage for NOC operations, help desk and Call Center shall be provided seven (7) days per week, twenty four (24) hours per day, inclusive of holidays; o Back-office business systems support (BSS) shall be provided twelve (12) hours per day, five (5) days per week, exclusive of holidays; o Operations support systems (OSS) and BSS system components shall not be integrated during the term of this WS; o Service Center support is on a partial basis during December 2000, as this month represents the period of integration testing and controlled customer introduction. Full service center support as described in this WS is provided for the period January -- June 2001. Service Center support is on a partial basis during July 2001, as this month represents the period of transition of services from the Interim NAP to the Permanent NAP. o The number of customers in the Interim NAP is expected to be no greater than fifty (50) customers; o The number of monitored network elements shall not exceed fifty (50); o A Port is defined as a physical connection to an Interim NAP edge device or comparable equipment; o No more than an average of forty-five (45) trouble calls per port per year at the Call Center are anticipated; 6 CONFIDENTIAL -- RESTRICTED ACCESS o All calls into the Call Center are assumed to be voice only (no fax/email calls); o Call Center shall provide ACD for ordering, trouble ticketing, sales & marketing, and billing; o Call Center services shall not provide interactive voice response, and; o Redundant NOC facilities are not provided in the interim system, outside of those facilities located in the interim facility itself. o Security monitoring includes NAP only. Firewall and intrusion detection setup and monitoring for collocation customers is not included in this WS and will be billed on a volume basis. 6. FEES AND PAYMENTS NAPA shall pay Telcordia for the Services on a time and materials and fee for service basis as follows: 1) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee for the Services detailed in Section 2.4 of this WS shall be approximately $520,000, excluding out of pocket expenses and materials. This estimate is not binding. Telcordia shall notify NAPA when it reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated Fee. Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. 2) FIXED FEE: The fixed fee for Rapid Apps(TM) Service Bureau operations detailed in Sections 2.1, 2.2 and 2.3 of this WS shall total $340,000. Service Center fees are based on the assumptions in Section 5 of this WS for the projected activity in the interim NAP facility. The total Service Center fees for the duration of this WS are $340,000. This is a fixed price. This pricing is based on not exceeding the projected activity assumptions of paragraph 5. If ramp up and operations volume exceeds the projected activity assumptions of paragraph 5, we will revisit the fixed fee for Service Bureau operations. 7 CONFIDENTIAL -- RESTRICTED ACCESS 3) BILLING: NAPA shall pay Telcordia for the Services on the following bases: a. Fixed Fee Services: Telcordia shall invoice NAPA for the fixed fee services detailed in Sections 2.1, 2.2, and 2.3 of this WS in accordance with the following schedule: December 2000 $ 30,000 January 2001 $ 46,670 February 2001 $ 46,666 March 2001 $ 46,666 April 2001 $ 46,666 May 2001 $ 46,666 June 2001 $ 46,666 July 2001 $ 30,000 TOTAL $ 340,000 b. Time and Materials Services: Telcordia shall invoice NAPA for the Time and Materials services detailed in Section 2.4 of this WS in accordance with the following provisions: A) LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below. The rates below represent Preferred Pricing rates as defined in Section 2 of the Master Agreement, as amended. NAP OF THE AMERICAS

------------------------------ ------------------------------------ --------------------------- ROLE NAP OF THE AMERICAS ROLES RATE ------------------------------ ------------------------------------ --------------------------- GOVERNANCE VP-General Manager $315 ------------------------------ ------------------------------------ --------------------------- Program Manager $242 ------------------------------ ------------------------------------ --------------------------- Project Manager $180 ------------------------------ ------------------------------------ --------------------------- Project Controller $144 ------------------------------ ------------------------------------ --------------------------- Principal $315 ------------------------------ ------------------------------------ --------------------------- ------------------------------ ------------------------------------ --------------------------- CONSULTING Principal Consultant $242 ------------------------------ ------------------------------------ --------------------------- Senior Consultant $180 ------------------------------ ------------------------------------ --------------------------- Consultant $144 ------------------------------ ------------------------------------ --------------------------- Principal $315 ------------------------------ ------------------------------------ --------------------------- ------------------------------ ------------------------------------ --------------------------- ENGINEERING Principal Engineer $242 ------------------------------ ------------------------------------ --------------------------- Senior Engineer $180 ------------------------------ ------------------------------------ --------------------------- Engineer $144 ------------------------------ ------------------------------------ --------------------------- Principal $315 ------------------------------ ------------------------------------ ---------------------------

8 CONFIDENTIAL -- RESTRICTED ACCESS

------------------------------ ------------------------------------ --------------------------- ROLE NAP OF THE AMERICAS ROLES RATE ------------------------------ ------------------------------------ --------------------------- ------------------------------ ------------------------------------ --------------------------- OPERATIONS Operations Manager $242 ------------------------------ ------------------------------------ --------------------------- Systems Administrator $144 ------------------------------ ------------------------------------ --------------------------- Senior Technician $120 ------------------------------ ------------------------------------ --------------------------- Technician $95 ------------------------------ ------------------------------------ --------------------------- Junior Technician $70 ------------------------------ ------------------------------------ --------------------------- Customer Care Representative $70 ------------------------------ ------------------------------------ --------------------------- Provisioning Specialist $95 ------------------------------ ------------------------------------ --------------------------- Billing Specialist $70 ------------------------------ ------------------------------------ --------------------------- ------------------------------ ------------------------------------ --------------------------- SUPPORT Administration Specialist $60 ------------------------------ ------------------------------------ ---------------------------

OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited to, travel, lodging, meals, telephone, all materials purchased by Telcordia exclusively for use in performing the Services. Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. Telcordia shall bill NAPA on a monthly basis as specified in section 2.2 of the Master Agreement. 7. DELIVERABLES Telcordia shall provide the following Deliverables: DELIVERABLE 1: BILLING PROCESSING Billing services as prescribed in the M&Ps developed in WS-0003 shall be provided throughout the term of this WS. In delivering this service, Remedy shall be actively employed. DELIVERABLE 2: CUSTOMER CARE Customer care services as prescribed in the M&Ps developed in WS-0003 shall be provided throughout the term of this WS. In delivering this service, Remedy and Visionael shall be actively employed. DELIVERABLE 3: NETWORK OPERATIONS CENTER Network operations services as prescribed in the M&Ps developed in WS-0003, the RapidApps NOC Concept of Operations, and the Telcordia Network Management Architecture shall be provided throughout the term of this WS. In delivering this service, HP OpenView, NetCool, Remedy and Visionael shall be actively employed. 9 CONFIDENTIAL -- RESTRICTED ACCESS DELIVERABLE 4: INFORMATION SECURITY PLAN- STAGE 1 Development of the Network Security Monitoring Strategic Plan. Telcordia will provide a formalized delivery plan/schedule as well as the actual document. DELIVERABLE 5: INFORMATION SECURITY DESIGN- STAGE 2 Development of the Network Security Monitoring Architecture Document. Telcordia will provide a formalized delivery plan/schedule as well as the actual document. Development of Network Security Monitoring Process and Procedures. Telcordia will provide a formalized delivery plan/schedule as well as the actual document. Development of formalized Security Policy/Procedures. Telcordia will provide a formalized delivery plan/schedule as well as the actual document. DELIVERABLE 6: INFORMATION SECURITY DEPLOYMENT- STAGE 3 Development of the Initial Security Training/Preparedness program. Telcordia will provide a formalized delivery plan/schedule as well as the course results. Development of an Information Security Assessment Report and Briefing. Telcordia will provide a formalized delivery plan/schedule as well as the actual, documented findings/recommendations. Development of a Disaster Recovery/Business Continuity Plan. This includes the development and execution of the Security Test Plan, we will provide a formalized delivery plan/schedule as well as the test plan, test results, and recommendations. Development and execution of the Certification and Accreditation activity. Telcordia will provide a formalized delivery plan/schedule as well as the Certification test plan, test results, and recommendations 8. SCHEDULE OF SERVICES The term of this WS is December 1, 2000 through July 31, 2001. This Work Statement shall commence upon the execution of both parties at the agreed upon worksite in Miami, and shall be in force for the work performance period. The following schedule is provided for information and planning purposes only until such time as a detailed project schedule is developed and agreed upon in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work cooperatively toward developing the Definitive Project Schedule within 2 weeks of the date this WS is executed by both Parties. All project milestones and their dependencies shall be reflected in the Definitive Project Schedule. 10 CONFIDENTIAL -- RESTRICTED ACCESS The anticipated schedule for the project includes the following tasks:

----------------------- ------------------------------------------------ ----------------------------------- TASK NO. TASK DESCRIPTION ESTIMATED DATE ----------------------- ------------------------------------------------ ----------------------------------- 1 Customer Care Commence 12/1/00 ----------------------- ------------------------------------------------ ----------------------------------- 2 Billing Commence 12/1/00 ----------------------- ------------------------------------------------ ----------------------------------- 3 Network Operations Center Commence 12/1/00 ----------------------- ------------------------------------------------ ----------------------------------- 4 Deliver Information security plan-Stage 1 November 1, 2000 ----------------------- ------------------------------------------------ ----------------------------------- 5 Deliver Information security design-Stage 2 December 1, 2000 ----------------------- ------------------------------------------------ ----------------------------------- 6 Deliver Information security deployment-Stage 3 December 20, 2000 ----------------------- ------------------------------------------------ -----------------------------------

9. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, Telcordia shall provide the Services at Telcordia facilities or NAPA facilities in Miami, Florida. 10. TELCORDIA CONTACTS

TECHNICAL CONTACT ADMINISTRATIVE CONTACT ----------------- ---------------------- Gary Shilling Beth Morgan SAIC Director, Professional Services 10260 Campus Point Drive, 1200 Brickell Avenue, Suite 1200 MS-E2B Miami, FL 33131 San Diego, CA 92121 Telephone: 305-372-7970 Telephone: 858-826-9889 Fax: 305-349-2030 Fax: 858-826-9339 Email: Mmorgan1@telcordia.com Email: Gary.d.shilling@saic.com

11. OTHER TERMS AND CONDITIONS a) ACCEPTANCE Acceptance of Services shall be deemed to have occurred upon having performed such Services. 11 CONFIDENTIAL -- RESTRICTED ACCESS The parties to this Work Statement agree to the terms of the Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ Brian K. Goodkind By: /s/ Thelina Andersen ------------------------------------ ----------------------------- Name: Brian K. Goodkind Name: Thelina Andersen --------------------------------- ------------------------- Title: Executive Vice President and COO Title: Contract Manager ----------------------------------- ----------------------- Date: Date: 1-31-01 ---------------------------------- ------------------------- 12 PLAN, DESIGN AND BUILD OF THE PNAP NETWORK WORK STATEMENT NO. 0010 - ------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Professional Services Master Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this WS. 1. SCOPE OF SERVICES As described in this WS, Telcordia shall provide Professional Services associated with the planning, design, and installation of a permanent Internet Network Access Point ("PNAP") network at the Technology Center of the Americas ("TECOTA") location in Miami. Telcordia shall architect, design and deploy the PNAP as described in this WS. Telcordia shall also design, and deploy a primary on-site Network Operations Center ("NOC") for the PNAP. Backup network operations activities will be accomplished at an off-site location and covered in a separate WS. All operational activities will be covered in a separate Work Statement. In the balance of this document, references to Telcordia activities shall be understood to mean activities performed by either Telcordia, SAIC, or both. Telcordia shall provide the following Professional Services ("Services") to NAPA: o Update the existing design of the NAP, plan and develop a prototype network architecture at Telcordia laboratories in Red Bank, NJ to support the initial testing of the NAP network; o Update the existing design for the NAP network and operations environment and deploy an operations environment that is suitable for the PNAP; o Configure and test of the NAP network for a limited number of initial customers. 2. DESCRIPTION OF SERVICES PNAP Network Architecture, Design and Deployment Support Telcordia shall perform the following activities: (a) NAP ARCHITECTURE: Telcordia shall update a network architecture for the PNAP. This architecture will allow for the extension of services from the Interim NAP site to the PNAP site. The architecture will also support a higher traffic volume than is currently available with any of the four competitive Tier 1 NAPs. This architecture will determine how advanced services will be supported, (e.g., optical routing). In addition, the architecture will support the ability to provide services off-site in order to allow a simple expansion to other nearby locations. The network architecture will include a technical description of how private and public peering functions will be supported, aspects of Internet Protocol ("IP") routing connectivity including the IP address plan and other capabilities of the PNAP. (b) EQUIPMENT SELECTION: Telcordia shall evaluate the existing network equipment products for use in the PNAP. If Telcordia determines that there are some technical issues with vendor equipment that cannot be resolved with the vendor documentation, Telcordia shall conduct a technical comparison and assess the functionality of each product. The technical comparison will involve Telcordia testing equipment from multiple vendors, and providing a technical comparison of their features and performance. Based on this technical information, and non-technical information such as pricing and availability, Telcordia shall recommend and NAPA shall select the appropriate equipment for the PNAP. (c) NAP DESIGN: Telcordia shall develop a network design for the PNAP. This design shall include the description of the specific equipment to be used in the PNAP, and how this equipment is interconnected to customer equipment and the network management equipment. The design shall be sufficient to support the initial number of customers specified in the PNAP financial model. The design will also include the capability to expand the NAP to support the maximum number of customers specified in the financial model. (d) NETWORK MANAGEMENT ARCHITECTURE: Telcordia shall develop a network management architecture that will describe how the PNAP can be managed. This will include support for a primary Network Operations Center ("NOC") that is co-located with the PNA.P ("Miami NOC") and a backup off-site NOC. It will also support mechanisms for managing the Interim NAP equipment. o Definition of roles of Primary and Second NOCs for PNAP to achieve objectives of cost containment and monitoring levels. o Agreement on Levels of Monitoring for NAP and Co-location space (one level or tiered). o Level of Automation for Each of the Five Network Management Areas (Fault, Configuration, Accounting, Performance, and Security - FCAPS). o Identification of Systems/Vendors for each FCAPS area. o Reusing the appropriate systems from the Interim NAP implementation, and the identification of systems that need to be developed. o Concurrence on phased rollout for each area under FCAPS 2 o Preliminary Systems Integration and Instrumentation. (e) METHODS & PROCEDURES: Telcordia shall develop several methods and procedures for the PNAP. These methods and procedures will be designed to be used in the PNAP and will include: provisioning a new customer, troubleshooting the Miami NOC and the collection and storage of network information. o Goal will be to reuse as many of the M&P developed for the Interim NAP as possible. o Assumption is that staff currently on Interim NAP will move to the PNAP (i.e., skill set will be comparable). o M&Ps will be available electronically on operator consoles. o M&Ps will be electronically linked to particular activities in FCAPS (e.g., an alarm presented under Fault Management on an operator screen will cause a pop-up of the relevant M&P (this is a target capability and will not be delivered at the beginning of General Availability). (f) NETWORK MANAGEMENT DESIGN: Telcordia shall develop a design for the Miami NOC-based network management system. This design will include the hardware and software required to implement the features described in the network management architecture. It will not include the design of the off-site NOC. o As per the NM architecture in item d above, the design of the NM systems will use world class hardware and software and be integrated and initially system tested at the Telcordia Red Bank location. Possible software solutions include: platforms from Computer Associates, Action Request System (i.e., Remedy for Trouble Ticketing), Tivoli, HP OpenView, and NetCool. o Final instrumentation of the NM systems will occur at the PNAP. o Following instrumentation, operator training will commence, followed by an Operational Readiness Test (ORT). (g) TEST PLAN: Telcordia shall develop a PNAP Test Plan for the NAP network. The Test Plan shall include the processes to be used to verify that the PNAP network (i) provides the features specified in the Network Architecture, (ii) can be managed as specified in the network management plan. (h) NAP DEPLOYMENT: Telcordia shall deploy the PNAP network as described in the PNAP design document in the Miami TECOTA facility. The purchase or financing of the equipment used in the PNAP network is beyond the scope of this WS. 3 (i) NOC DEPLOYMENT: Telcordia shall deploy a Miami NOC as described in the network management design document. The purchase or financing of the equipment used in this NOC is beyond the scope of this WS. (j) TESTING: Telcordia shall execute the Test Plan and provide a written report indicating the results of the tests and Telcordia's recommendations to address any deficiencies found during testing. (k) PHYSICAL DESIGN SUPPORT: Telcordia shall provide on-demand professional services support for the design of the PNAP facilities. This support can include: cabling specifications for NAP and location space, particulate filtration requirements, security assessment, electrical power requirements, patch-panel specifications and management process, etc. This WS pricing assumes up to ninety (90) hours of on-demand consulting support during the term of this work statement. NAPA is under no obligation to use the Physical Design services listed in this paragraph. (l) PROJECT MANAGEMENT: Telcordia shall provide project management services in this WS. Telcordia shall also provide status reports and on-demand information to NAPA in a mutually agreed manner. Pricing of this WS assumes NAPA will require project management support that is proportional to the support provided under WS2. 3. NAPA RESPONSIBILITIES (a) Monty Bannerman shall be the single point of contact empowered to make decisions related to the Services Within one (1) week of contract execution. (b) By FEBRUARY 1, 2001, NAPA must identify and make final decisions on the contractual arrangement under which NAP customers will lease co-location space within the PNAP facility including: o Business rules surrounding denial and restoration of service to NAPA's co-location customers; o Detailed service definitions, including billing arrangements, pricing and discount arrangements; o Products and service portfolios NAPA shall offer its customers. o The key sizing elements of the PNAP financial model that are needed to complete the design of the PNAP. (c) NAPA shall provide: o Access as required by Telcordia to facility preparation schedules; 4 o Agreed to commitment dates from the manager of the TECOTA facility including commitments related to improvements that may be necessary to the facility; o Access to NAPA personnel to assist in defining billing, network and service operations; o A TECOTA facility with suitable infrastructure e.g., with adequate power, environmental conditions, and security) as determined and agreed to jointly by NAPA and Telcordia; o Procedures for escalation of network and customer problems to appropriate NAPA personnel. o The purchase or lease agreements for acquiring the NAP and NOC equipment for deployment in the TECOTA facility. (d) NAPA shall review any Deliverable document submitted by Telcordia in draft form and notify Telcordia in writing within ten (10) business days of any deficiencies in the draft Deliverable document in sufficient detail to enable Telcordia to make any necessary changes and submit to NAPA in final form or notify Telcordia of a delay in the document review. If a response is not received on the draft Deliverable within ten (10) business days, the Deliverable will be deemed accepted by NAPA. (e) NAPA shall provide appropriate facilities at NAPA's sole expense for Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the Services identified in this WS, for the duration of the Services to be provided under this WS, including but not limited to, work space, desk, telephones with outside long distance line, workstation/PC with logins and communications links to NAPA's network, and access to all necessary systems, buildings and NAPA personnel. Failure to perform any of the above NAPA responsibilities may cause schedule delays or may result in additional costs to NAPA. Where practical and at no additional direct cost to Telcordia, Telcordia facilities will be used from time to time. 4. FEES AND PAYMENTS NAPA shall pay Telcordia for the Services provided in this WS on a time and materials basis. (a) ESTIMATED AMOUNTS: Telcordia estimates that the fee for the Services will be approximately Four Million, Eight Hundred Thousand Dollars (US$4,800,000) ("Estimated Fee"), excluding out of pocket expenses and materials. The Estimated Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the 5 Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. (b) BILLING: NAPA shall pay Telcordia for the Services on the following basis: 1) LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below. The rates below represent Preferred Pricing rates as defined in Section 2 of the Master Agreement, as amended.

------------------ -------------------------------------- ---------------- ROLE NAP OF THE AMERICAS ROLES RATE ------------------ -------------------------------------- ---------------- Engineering Principal $315 ------------------ -------------------------------------- ---------------- Engineering Principal $242 ------------------ -------------------------------------- ---------------- Engineering Senior Engineer $180 ------------------ -------------------------------------- ---------------- Engineering Engineer $144 ------------------ -------------------------------------- ---------------- Engineering Associate Engineer $120 ------------------ -------------------------------------- ---------------- Engineering Technician $95 ------------------ -------------------------------------- ---------------- Engineering Junior Technician $70 ------------------ -------------------------------------- ----------------

2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited to, travel, lodging, meals, telephone, all materials purchased by Telcordia exclusively for use in performing the Services and contracted services provided by Third Party Hardware and Software manufacturers, resellers or integrators. Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. Telcordia shall notify NAPA in advance of contracting with third parties for services to complete this WS. Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the Master Agreement, as amended. 5. DELIVERABLES Telcordia shall provide the following Deliverables. Telcordia shall also provide written Deliverables in Adobe Acrobat(R) format and in Microsoft Office format. (a) DELIVERABLE 1: NAP ARCHITECTURE: Telcordia shall deliver an architecture document and an associated presentation that describes the PNAP architecture. (b) DELIVERABLE 2: EQUIPMENT SELECTION: Results of the equipment selection shall be included in the PNAP design document. 6 (c) DELIVERABLE 3: NAP DESIGN: Telcordia shall deliver a document that describes the design of the PNAP. (d) DELIVERABLE 4: NM ARCHITECTURE: Telcordia shall deliver an architecture document and an associated presentation that describes the PNA.P network management architecture. (e) DELIVERABLE 5: METHODS AND PROCEDURES: Telcordia shall deliver documentation for each set of methods and procedures that are developed. The nature of the documentation and the number of methods and procedures will be decided by mutual consent of NAPA and Telcordia. (f) DELIVERABLE 6: NM DESIGN: Telcordia shall deliver a document that describes the design of the Miami NOC. (g) DELIVERABLE 7: TEST PLAN: Telcordia shall deliver a test plan document that will be used to execute the testing of the PNAP. (h) DELIVERABLE 8: NAP DEPLOYMENT: Telcordia shall deliver a tested NAP to the TECOTA facility that meets the design specified in the NAP design document The purchase or financing of the equipment used in this NAP will be covered in a separate WS. (i) DELIVERABLE 9: NOC DEPLOYMENT: Telcordia shall deliver a tested NOC to the TECOTA facility that meets the design specified in the NOC design document. The purchase or financing of the equipment used in this NOC will be covered in a separate WS. (j) DELIVERABLE 10: TESTING: Telcordia shall deliver a written report indicating the results of the tests and Telcordia's recommendations to address any deficiencies found during testing. (k) DELIVERABLE 11: PHYSICAL DESIGN SUPPORT: Specific deliverables and reports shall be defined by mutual agreement of both NAPA and Telcordia. (l) DELIVERABLE 12: PROJECT MANAGEMENT: Telcordia shall also provide status reports and on-demand information to NAPA in a mutually agreed manner. 6. SCHEDULE OF SERVICES The term of this WS is January 12, 2001 through December 31, 2001. The following schedule is provided for information and planning purposes only until such time as a detailed project schedule is developed and agreed upon in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work cooperatively and in good faith toward developing the Definitive Project 7 Schedule within two (2) weeks of execution of this WS. AU project milestones and their dependencies will be reflected in the Definitive Project Schedule.

========= ====================================================================== ===================================== MILESTONE ESTIMATED DATE* ========= ====================================================================== ===================================== 1. Execution of WS January 16, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 2. Start of Work January 25, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 3. Preliminary NAP and NM Architecture for Review February 23, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 4. NAP Network Architecture March 9, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 5. Network Management Architecture March 9, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 6. Equipment Selection March 23, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 7. NAP Network Design Working Draft April 16, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 8. Methods and Procedures Working Draft Complete May 31, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 9. NAP Test Plan Complete May 1, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 10. NAP Equipment Deployed in TECOTA May 18, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 11. Initial NOC Equipment Deployed in TECOTA May 18, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 12. NAP and Initial NOC Integration Test Complete May 30, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 13. Miami NOC Staff Training Complete June 15, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 14. Finalize NAP Design June 15, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 15. Operational Readiness Test June 22, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 16. Finalize Initial Methods and Procedures June 29, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 17. Start Controlled Introduction June 30, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 18. Finalize Complete Set of Methods and Procedure July 20, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 19. NAP arid Final NOC Integration Test Complete August 31, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- - --------- ---------------------------------------------------------------------- ------------------------------------- 20. Start General Availability August 31, 2001 - --------- ---------------------------------------------------------------------- ------------------------------------- *Estimated dates may vary and may be dependent upon input by NAPA.

7. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, Telcordia shall provide Services at Telcordia facilities or NAPA facilities within the continental United States. 8. TELCORDIA CONTACTS

TECHNICAL CONTACT ADMINISTRATIVE CONTACT ----------------- ---------------------- Richard Nici Max Figueroa Director, Broadband Networking and e-Business General Manager, Broadband Networking and e-Business 331 Newman Springs Rd. 331 Newman Springs Rd. Red Bank, NJ 07701 Red Bank, NJ 07701 Telephone: 732-758-5447 Telephone: 732-758-2218 Fax: 732-758-4177 Fax: 732-758-4177 Email: rnici @telcordia.com Email: mfiguero @ telcordia.com

8 9. OTHER TERMS AND CONDITIONS (a) Acceptance of Services Acceptance of Services shall be deemed to have occurred upon having performed such Services. The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. AGREED BY: TELCORDIA TECHNOLOGIES, INC. NAP OF THE AMERICAS, INC. By: /s/ Brian K. Goodkind By: /s/ Thelina E. Andersen ---------------------------------- ------------------------------ Name: Brian K. Goodkind Name: Thelina E. Andersen -------------------------------- ------------------- Title: Executive Vice President & COO Title: Senior Contract Manager -------------------------------- ----------------------- Date: Date: -------------------------------- 9 SCOPE CHANGE CONTROL FORM This Scope Change No. 1NAP10-1 ("Scope Change") amends the Work Statement, Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 27TH day of March, 2001 ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Work Statement and Agreement except as may be otherwise modified herein for the limited purpose set forth herein. 1. Title of Scope Change: Resale of Hardware for Permanent NAP in Miami. 2. Date of Scope Change: March 28, 2001 3. Originator of Scope Change: Max Figueroa 4. Reason for the Scope Change: NAPA has requested that Telcordia purchase hardware in support of the development of a Network Operations Center (NOC) at the Permanent NAP facility in Miami. 5. Details of the Scope Change (including any specifications): Telcordia shall perform the following services: o Upon NAPA' s written approval of the quote for hardware, and associated support contracts, contained in Attachment A "Hardware", NAPA will issue a Purchase Order to Telcordia for the full amount of the hardware. Telcordia shall then order and take delivery of such Hardware. o Upon completion of the development of the solution using the Hardware as described in Work Statement 1NAP10, Telcordia shall ship, at NAPA's expense including insurance coverage, the Hardware to a secure location designated by NAPA in Miami. All equipment will be considered accepted by NAPA upon delivery to its designated destination. o In no event shall Telcordia have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Telcordia. Telcordia shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. 6. Implementation timetable of the Scope Change: Telcordia shall place orders for Hardware by March 30, 2001. 7. Additional fees or refund, if any, of the Scope Change: NAPA shall pay Telcordia for the Hardware on the basis of a fixed price. Telcordia shall invoice NAPA for the entire amount due upon signature of this change order by both parties. Telcordia understands that NAPA is pursuing financing for the Hardware but that such financing will not be completed before Telcordia issues the purchase order. As a result, NAPA agrees to pay Telcordia the full amount of $508,055.13 ("Advance Payment") in advance of Telcordia's issuance of a purchase order for the Hardware. If NAPA is successful in closing financing with a leasing company ("Leasing Company") for the Hardware within thirty (30) days of the signature of this Change Order, and Telcordia receives written evidence from such Leasing Company that payment has been made to Sun Microsystems, Inc. ("Sun"), which is the Telcordia price per Attachment A ("Vendor Payment") for the equipment within the same thirty (30) day period, Telcordia will return to NAPA the Vendor Payment either as a cash payment or a credit to the oldest outstanding invoice. The form of return payment will be either a check or a credit to NAPA, at NAPA's option, subject to the following: (1) If NAPA has an outstanding debit balance with Telcordia, the credit and/or check shall be reduced by the amount of the debit balance and the debit balance will be satisfied first; and (2) Telcordia shall retain the difference between the Advance Payment and Vendor Payment in consideration for Telcordia purchasing Hardware for resale to NAPA. Telcordia shall also provide the Leasing Company with an assignment letter assigning full right and title to the Hardware purchased in satisfaction of all Telcordia obligations under this agreement. 8. Impact of the Scope Change on other aspects of the Schedule, including but not limited to, the overall payment schedule, contractual provisions, and Deliverable schedules: The following additional terms apply to the resale of hardware as described in this change order. o TRANSFER OF TITLE: After payment in full is received by Telcordia for the Hardware, Telcordia will ship such items, at NAPA's expense including insurance coverage, to a location designated by NAPA, no later than thirty (30) calendar days after payment has been received. Title to such Hardware obtained by Telcordia for resale to NAPA shall pass to NAPA upon receipt of the items so purchased. o HARDWARE AND SOFTWARE: NAPA further acknowledges that Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE HARDWARE ACQUIRED BY NAPA UNDER THIS CHANGE ORDER, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS, DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; (3) as to the quality or capacity of the Hardware , the materials in the Hardware ,or workmanship in the Hardware; (4) as to any latent defects in the Hardware; (5) as to any patent infringement; and (6) as to the compliance of the Hardware with any requirements of any law, rule, specification, or contract pertaining thereto. o PROBLEMS WITH HARDWARE. If the Hardware is not properly installed, does not operate as represented or warranted by the manufacturer, publisher or the supplier, NAPA shall make a claim on account thereof solely against the supplier, publisher or manufacturer and shall, nevertheless, pay Telcordia all fees payable hereunder. As between NAPA and Telcordia, and only in those instances where the manufacturer, publisher or supplier has provided any maintenance agreement, warranty or guaranty of any nature whatsoever applicable to the Hardware, Telcordia hereby assigns to NAPA whatever assignable Page 2 interest Telcordia may have in such maintenance agreement, warranty or guaranty. The aforesaid assignment shall not in any way be deemed to limit, negate, or otherwise affect the disclaimer of warranties contained in the preceding paragraphs. Telcordia shall not incur any duties arising out of any manufacturer's, supplier's or publisher's warranties or guarantees, except as otherwise expressly set forth herein. Further, Telcordia shall not incur any liability whatsoever arising out of any claims by NAPA or breach of any manufacturer's, supplier's or publisher's warranties or guarantees applicable to the Hardware. o DELIVERY AND INSPECTION. NAPA will accept the Hardware provided by Telcordia upon its delivery to the Permanent NAP. o LOSS OR DAMAGE. Except for the negligence or willful misconduct of Telcordia related to the Services provided by Telcordia, NAPA shall bear the entire risk of loss, theft, destruction, or damage of the Hardware provided by Telcordia or any portion thereof from any cause whatsoever. The total or partial destruction of any such Hardware, or total or partial loss of use or possession thereof by NAPA, shall not release or relieve NAPA from the duty to pay the fees herein provided. Telcordia shall not be obligated to undertake, by litigation or otherwise, the collection of any claim against any person for loss or damage of such Hardware. o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith acceptance of a tax exemption certificate does not represent an assurance that the State will also accept the certificate as valid at the time of audit review. NAPA is responsible for any future audit adjustment if the certificate is not accepted. NAPA agrees to reimburse Telcordia for the amount of audit adjustment and the aggregate of tax, interest, and penalty, if a certificate is subsequently denied. o INDEMNITY. Except for the negligence or willful misconduct of Telcordia related to the Services provided in this section and/or any other related Work Statement, (i) NAPA assumes the risk of liability arising from or pertaining to the possession, operation, or use of the Hardware; and (ii) NAPA hereby agrees to defend, indemnify and hold Telcordia harmless from and against any and all claims, costs, expenses, damages, and liabilities arising from or pertaining to the use, possession, or operation of such Hardware. 9. Other Comments: The parties to this Scope Change agree to the terms of the Agreement and the Work Statement, and further represent that this Scope Change is executed by their respective Program Managers as of the dates below, subject to final approval by the parties respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms of the Agreement or Work Statement modified or amended by this Scope Change shall be applicable only for the limited purposes of this Scope Change, and any terms and conditions of the Agreement or Work Statement not modified hereby shall remain unchanged and in full force and effect. AGREED BY: TELCORDIA TECHNOLOGIES, INC. NAP OF THE AMERICAS, INC. By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN ------------------------ ----------------------------- Name: Brian K. Goodkind Name: Thelina E. Andersen Title: C.O.O. & V.P. Title: Senior Contract Manager Date: 4-13-01 Date: 4/13/01 Page 3

- ------------------------------------------- -------- --------------- ------------ -------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- SUN (1ST ORDER) HARDWARE QUOTE - ---------------------------------------------------- --------------- ------------ -------------------------------------------- 1.0 ES400 (quote no. WTSP-ML-4200057-B) 1 $254,027.57 E4500 Server - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.1 E4503-RR1 1 $30,650.00 $22,589.05 Rack-Ready Sun Enterprise 4500 Server chassis with side panels removed and rack-mount rail kit included, one DVD10, one Power/Cooling Module, Solaris Server License. (Standard Product Configuration when Standard Configuration Rules Followed; For 72-inch StorEdge Cabinets). - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.2 2602A-P83 3 $56,000.00 $125,142.60 EXX00 CPU/Memory Board, two 400-MHz/8-MB UItraSPARC Modules, one 2-GB Memory option, available as factory-configured option for EXX00 servers. OEM Ready - 03/00 - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.3 2632A-PP-A 1 $12,800.00 $9,433.60 Two EXX00 PCI I/o Boards. Each Board has two empty 66 Mhz short PCI slots, on-board 10/100 Mbit Fast Ethernet and Fast/Wide SCSI, two 5.0 volt riser cards pre-installed, incl. 2 additional 3.3 volt riser cards Factory installed option, One Power Cooling Module. - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.4 2612A 1 $6,500.00 $4,790.50 EXX00 Sbus I/O Board w/three empty Sbus slots, two empty 100 MB/sec FC-AL sockets, one 10/100 MB/sec Ethernet (Twisted pair or MII) Interface. OEM ready - 5/98 - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.5 1065A 1 $1,295.00 $954.42 Sbus Ultra Differential F/W Intelligent SCSI Host Adapter. - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.6 1049A 1 $1,995.00 $1,470.32 Quad FastEthernet 2.0 Sbus Card (QFE) supports Sun Trunking 1.0 software - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.7 X311L 1 Localized Power Cord Kit North American/Asian - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.8 SOLXS-080B9AY9 1 $100.00 $73.70 Solaris 8 Standard, Latest Release English-Only Media Kit - ------------------------------------------- -------- --------------- ------------ --------------------------------------------

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- ------------------------------------------- -------- --------------- ------------ -------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.9 NS-XDSKD130-36GAC 1 $2,495.00 $2,277.94 Rackable thin storage 1U high, rackmount-ready disk pack with 2x18GB, l0Krpm hot-swap drives U1traSCSI SE to host, AC powered 19" fixed mount included. 19" rail mount (t1 mount) available separately (standard configuration) - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.10 95A 2 $1,800.00 $2,653.20 Enterprise Power/Cooling Module, 300W - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.11 XT3AES-RS-22-655 1 $105,150.00 $77,495.55 655GB Sun StorEdge T3Es, includes 2xT3 arrays configured in 1 partner group, preconfigured as two RAID 5 LUN's (8+1), 18x36.4GB 10K RPM FC-AL drives, 2xl5 meter fibre optic cables, 2 Unit Interconnect cables, installed in a 72" StorEdge Expansion cabinet, fans and door included, two 8 port FC switches with 5 GBIC's each, 2 year Sun Spectrum Gold Warranty included, SRS Ready, Standard Configuration - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.12 6799A 2 $2,000.00 $2,948.00 PCI Single FC Network Adapter 100MB/s with optical interface - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.13VVMT3-311-9999 1 VERITAS Volume Manager 3.1.1 on Solaris, for T3, License for Desktop, Workgroup & Departmental Server Class, Media Kit & Documentation - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.14 SCMMS-210-R99R 1 Component Manager 2.1 Media Kit and Documentation L10N local language version featuring English, French, Japanese, Korean, Simplified Chinese and Traditional Chinese. - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.15 X3858A 2 U.S./Canada power cord for StorEdge expansion cabinet (NEMA L6-30P plug) - ------------------------------------------- -------- --------------- ------------ --------------------------------------------

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- ------------------------------------------- -------- --------------- ------------ -------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.16 X9660A 1 $100.00 $73.70 1 RU Air Baffle for 72" StorEdge Rack - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.17 SERVER-INSTALL 1 $2,250.00 $2,475.00 ServerStart installation service for Sun workgroup and Enterprise servers (exluding E10000) - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 1.18 ARRAY-INST-BASE 1 $1,500.00 $1,650.00 Sun StorEdge ArrayStart installation service Base Charge. ArrayStart Base Charge plus Per-GB Charge provides hardware and software installation and configuration of Sun StoreEdge Arrays. - ------------------------------------------- ------------------------------------- -------------------------------------------- SUBTOTAL FOR LINES 1.0 - 1.18 $245,027.57 - ------------------------------------------- ------------------------------------- -------------------------------------------- 2.0 ES4000 1 ES4500 Server - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.1 ES503-RR1 1 $30,650.00 $22,589.05 Rack-Ready Sun Enterprise 4500 Server chassis with side panels removed and rack-mount rail kit included, one DVD10, one Power/Cooling Module, Solaris Server License. (Standard Product Configuration when Standard Configuration Rules Followed; For 72-inch StorEdge Cabinets). - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.2 2602A-P83 3 $56,000.00 $125,142.60 EXX00 CPU/Memory Board, two 400- MHz/8-MB UItraSPARC Modules, one 2-GB Memory option, available as factory-configured option for EXX00 servers. OEM Ready - 03/00 - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.3 2632A-PP-A 1 $12,800.00 $9,433.60 Two EXX00 PCI I/O Boards. Each Board has two empty 66 Mhz short PCI slots, on-board 10/100 Mbit Fast Ethernet and Fast/Wide SCSI, two 5.0 volt riser cards pre-installed, mci. 2 additional 3.3 volt riser cards Factory installed option, One Power Cooling Module. - ------------------------------------------- -------- --------------- ------------ --------------------------------------------

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- ------------------------------------------- -------- --------------- ------------ -------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.4 2612A 1 $6,500.00 $4,790.50 EXX00 Sbus I/O Board w/three empty Sbus slots, two empty 100 MB/sec FC-AL sockets, one 10/100 MB/sec Ethernet (Twisted pair or Mu) Interface. OEM ready - 5/98 - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.5 1065A 1 $1,295.00 $954.42 Sbus Ultra Differential F/W Intelligent SCSI Host Adapter. - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.6 1049A 1 $1,995.00 $1,470.32 Quad FastEthernet 2.0 Sbus Card (QFE) supports Sun Trunking 1.0 software - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.7 X311L 1 Localized Power Cord Kit North American/Asian - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.8 SOLZS-080B9AY9 1 $100.00 $73.70 Solaris 8 Standard, Latest Release English-Only Media Kit - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.9 NS-XDSKD130-36GAC 1 $2,495.00 $2,277.94 Rackable thin storage lU high, rackmourtt-ready disk pack with 2x18GB, l0Krpm hot-swap drives U1traSCSI SE to host, AC powered 19" fixed mount included. 19" rail mount (t1 mount) available separately (standard configuration) - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.10 954A 2 $1,800.00 $2,653.20 Enterprise Power/Cooling Module, 300W - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.11 XT3AS-RS-22-655 1 $105,150.00 $77,495.55 655GB Sun StorEdge T3Es, includes 2xT3 arrays configured in 1 partner group, preconfigured as two RAID 5 LUN's (8+1), 18x36.4GB 10K RPM FC-AL drives, 2x15 meter fibre optic cables, 2 Unit Interconnect cables, installed in a 72" StorEdge Expansion cabinet, fans and door included, two 8 port FC switches with 5 GEIC's each, 2 year Sun Spectrum Gold Warranty included, SRS Ready, Standard Configuration - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.12 6799A 2 $2,000.00 $2,948.00 PCI Single FC Network Adapter 100MB/s with optical interface - ------------------------------------------- -------- --------------- ------------ --------------------------------------------

Page 7

- ------------------------------------------- -------- --------------- ------------ -------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUALITY PRODUCT PRICE DESCRIPTION - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.13 VVMT3-311-9999 1 VERITAS Volume Manager 3.1.1 on Solaris, for T3, License for Desktop, Workgroup & Departmental Server Class, Media Kit & Documentation - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.14 SCMMS-210-R99R 1 Component Manager 2.1 Media Kit and Documentation L10N local language version featuring English, French, Japanese, Korean, Simplified Chinese and Traditional Chinese. - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.15 X3858A 2 U.S./Canada power cord for StorEdge expansion cabinet (NEMA L6-30P plug) - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.16 X9660A 1 $100.00 $73.70 1 RU Air Baffle for 72" StorEdge Rack - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.17 SERVER-INSTALL 1 $2,250.00 $2,475.00 ServerStart installation service for Sun workgroup and Enterprise servers (exluding E10000) - ------------------------------------------- -------- --------------- ------------ -------------------------------------------- 2.18 ARRAY-INST-BASE 1 $1,500.00 $1,650.00 Sun StorEdge ArrayStart installation service Base Charge. ArrayStart Base Charge plus Per-GB Charge provides hardware and software installation and configuration of Sun StoreEdge Arrays. - ------------------------------------------- ------------------------------------- -------------------------------------------- SUBTOTAL FOR LINES 2.0 - 2.18 $245,027.57 - ------------------------------------------- ------------------------------------- -------------------------------------------- SUN (1ST ORDER) HARDWARE QUOTE $508,055.13 - ---------------------------------------------------- --------------- ------------ --------------------------------------------

Page 8 CONFIDENTIAL -- RESTRICTED ACCESS TELCORDIA(TM) TECHNOLOGIES PERFORMANCE FROM EXPERIENCE SCOPE CHANGE CONTROL FORM THIS Scope Change No. 1NAP10-2 ("Scope Change") amends the Work Statement, Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13 day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Work Statement and Agreement except as may be otherwise modified herein for the limited purpose set forth herein. 1. Title of Scope Change: Resale of Software for Permanent NAP in Miami. 2. Date of Scope Change: April 13, 2001. 3. Originator of Scope Change: Max Figueroa. 4. Reason for the Scope Change: NAPA has requested that Telcordia purchase software ("Software") and the associated professional services provided by the designated software vendors outlined in Attachment A, in support of the development of a Network Operations Center (NOC) at the Permanent NAP facility in Miami. 5. Details of the Scope Change (including any specifications): Telcordia shall perform the following services: o Upon NAPA's approval of the quote for Software, and associated support contracts, contained in Attachment A, NAPA will issue a Purchase Order to Telcordia for the full amount of the Software. Telcordia shall then order and take delivery of such Software. o Upon completion of the development of the solution using the Software as described in Work Statement 1NAP10, Telcordia shall ship, at NAPA's expense including insurance coverage, the Software to a secure location designated by NAPA in Miami. All equipment and integrated Software will be considered accepted by NAPA upon delivery to its designated destination. o In no event shall Telcordia have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Telcordia. Telcordia shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. 1 CONFIDENTIAL -- RESTRICTED ACCESS 6. Implementation timetable of the Scope Change: Telcordia shall place orders for the Software by April 13, 2001. 7. Additional fees or refund, if any, of the Scope Change: NAPA shall pay Telcordia for the Software on the basis of a fixed price. Telcordia shall invoice NAPA for the entire amount due upon signature of this change order by both parties. Telcordia understands that NAPA is pursuing financing for the Software, but that such financing will not be completed before Telcordia issues the purchase order. As a result, NAPA agrees to pay Telcordia the full amount of $418,820.39 ("Advance Payment") in advance of Telcordia's issuance of a purchase order for the Software. If NAPA is successful in closing financing with a leasing company ("Leasing Company") for the Software within thirty (30) days of the signature of this Change Order, and Telcordia receives written evidence from such Leasing Company that payment has been made to each of the vendors, Veritas and Aperture, as listed in Attachment A ("Vendor Payment") for the Software within the same thirty (30) day period, Telcordia will return to NAPA the Vendor Payment either as. a cash payment or as a credit to the oldest outstanding invoice. The form of return payment will be either a check or a credit to NAPA, at NAPA's option, subject to the following: (1) If NAPA has an outstanding debit balance with Telcordia, the credit and/or check shall be reduced by the amount of the debit balance and the debit balance will be satisfied first; and (2) Telcordia shall retain the difference between the Advance Payment and Vendor Payment in consideration for Telcordia purchasing Software for resale to NAPA. Telcordia shall also provide the Leasing Company with an assignment letter assigning full right and title to the Software purchased in satisfaction of all Telcordia obligations under this agreement. 8. Impact of the Scope Change on other aspects of the Schedule, including but not limited to, the overall payment schedule, contractual provisions, and Deliverable schedules: The following additional terms apply to the resale of Software as described in this change order. o SOFTWARE LICENSES: After payment in full is received by Telcordia for the Software, Telcordia will accept delivery and install the Software. Telcordia will ship such Software, at NAPA's expense including insurance coverage, to a location designated by NAPA, in accordance with the schedule in Contract No. 1NAP10. Software Licenses obtained by Telcordia for NAPA under this Change Order will be passed through directly to NAPA. The Software License Agreements in Attachments C and D shall be executed directly between NAPA and each Software vendor. Ownership of the Software shall remain at all times with the publisher of such Software. 2 CONFIDENTIAL -- RESTRICTED ACCESS o SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE SOFTWARE ACQUIRED BY NAPA UNDER THIS CHANGE ORDER, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS, DESIGN, OR CONDITION OF THE SOFTWARE; (2) AS TO THE MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; (3) as to the quality or capacity of the Software; (4) as to any latent defects in the Software; (5) as to any patent infringement; and (6) as to the compliance of the Software with any requirements of any law, rule, specification, or contract pertaining thereto. o PROBLEMS WITH SOFTWARE. If the Software is not properly installed, does not operate as represented or warranted by the manufacturer, publisher or the supplier, NAPA shall make a claim on account thereof solely against the supplier, publisher or manufacturer and shall, nevertheless, pay Telcordia all fees payable hereunder. As between NAPA and Telcordia, and only in those instances where the manufacturer, publisher or supplier has provided any maintenance agreement, warranty or guaranty of any nature whatsoever applicable to the Software, Telcordia hereby assigns to NAPA whatever assignable interest Telcordia may have in such maintenance agreement, warranty or guaranty. The aforesaid assignment shall not in any way be deemed to limit, negate, or otherwise affect the disclaimer of warranties contained in the preceding paragraphs. Telcordia shall not incur any duties arising out of any manufacturer's, supplier's or publisher's warranties or guarantees, except as otherwise expressly set forth herein. Further, Telcordia shall not incur any liability whatsoever arising out of any claims by NAPA or breach of any manufacturer's, supplier's or publisher's warranties or guarantees applicable to the Software. o DELIVERY AND INSPECTION. NAPA will accept the Software provided by Telcordia upon its delivery to the Permanent NAP. o LOSS OR DAMAGE. Except for the negligence or willful misconduct of Telcordia related to the Services provided by Telcordia, NAPA shall bear the entire risk of loss, theft, destruction, or damage of the Software provided by Telcordia or any portion thereof from any cause whatsoever. The total or partial destruction of any such Software, or total or partial loss of use or possession thereof by NAPA, shall not release or relieve NAPA from the duty to pay the fees herein provided. Telcordia shall not be obligated to undertake, by litigation or otherwise, the collection of any claim against any person for loss or damage of such Software. o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith acceptance of a tax exemption certificate does not represent an assurance that the State will also accept the certificate as valid at the time of 3 CONFIDENTIAL -- RESTRICTED ACCESS audit review. NAPA is responsible for any future audit adjustment if the certificate is not accepted. NAPA agrees to reimburse Telcordia for the amount of audit adjustment and the aggregate of tax, interest, and penalty, if a certificate is subsequently denied. o INDEMNITY. Except for the negligence or willful misconduct of Telcordia related to the Services provided in this section and/or any other related Work Statement, (i) NAPA assumes the risk of liability arising from or pertaining to the possession, operation, or use of the Software; and (ii) NAPA hereby agrees to defend, indemnify and hold Telcordia harmless from and against any and all claims, costs, expenses, damages, and liabilities arising from or pertaining to the use, possession, or operation of such Software. 9. Other Comments: The parties to this Scope Change agree to the terms of the Agreement and the Work Statement, and further represent that this Scope Change is executed by their respective Program Managers as of the dates below, subject to final approval by the parties respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms of the Agreement or Work Statement modified or amended by this Scope Change shall be applicable only for the limited purposes of this Scope Change, and any terms and conditions of the Agreement or Work Statement not modified hereby shall remain unchanged and in full force and effect. AGREED BY: NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ BRIAN K. GOODKIND By: /s/ THELINA ANDERSEN --------------------------------- ------------------------------- Name: BRIAN K. GOODKIND Name: THELINA ANDERSEN ------------------------------- ----------------------------- Title: COO & EXECUTIVE VICE PRESIDENT Title: SENIOR CONTRACT MANAGER ------------------------------ ---------------------------- Date: 4-13-01 Date: 4-23-01 ------------------------------- ----------------------------- 4 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT A

- ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- UNIT ITEM AND UNIT PRICE PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION - ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- VERITAS SOFTWARE PRODUCTION QUOTE SL-ORV1-1500-2 2 $30,300 $ 49,995 ORACLE CLUSTER 2 NODES E4500 VERITAS Oracle Database Edition HA Contains Foundation Suite (Volume Manager, File System), DataBase Edition for Oracle (Enables increased performance/management for Oracle) and Cluster Server PS-ORV1-1500-2 2 $ 6,969 $ 13,032 VERITAS Oracle Database Edition HA 7x24 support 900-001185 1 $ 200 $ 200 Media and Docs SL-FST1-1500-1 4 $ 5,095 $ 16,814 E220R Servers VERITAS Foundation Suite Contains Volume Manager and File System PS-FST1-1500-1 4 $ 1,171 $ 4,380 VERITAS Foundation Suite 7x24 Support 900-001193 2 $ 150 $ 330 Media Docs SL-VMW2-0000 2 $ 1,695 $ 2,797 WIN2K SERVERS Volume Manager Win2K, 1 CPU PS-VMW2-0000 2 $ 389 $ 727 Volume Manager Win2K, 1 CPU, 7x24 Support SL-VMW2-0001 2 $ 695 $ 1,147 Volume Manager Win2K Additional 1 CPU License PS-VMW2-0001 2 $ 159 $ 297 Volume Manager Win2K Additional 1 CPU 7x24 Support 900-001153 2 $ 50 $ 110 Media and Docs

5 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT A

- ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- UNIT ITEM AND UNIT PRICE PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION - ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- SL-NDSE-0000-2 1 $13,000 $ 9,750 $ 10,725 BACKUP SOLUTION FOR PRODUCTION ENVIRONMENT NetBackup DataCenter Media Server E4500 Allows for direct and attached management of DLT tape drives PS-NDSE-0010-2 1 $ 2,990 $ 2,542 $ 2,796 NetBackup DataCenter Media Server for E4500 7x24 Support SL-NDOR-0001-2 2 $11,200 $ 8,400 $ 18,480 NetBackup DataCenter Oracle BLI Agent Enables Block Level Incremental Backups for faster recovery of Oracle PS-NDOR-0001-2 2 $ 2,576 $ 4,817 NetBackup DataCenter Oracle BLI Agent 7x24 Support SL-NDSE-0000-1 1 $10,000 $ 7,500 $ 8,250 Netbackup DataCenter Master Server E220 PS-NDSE-0000-1 1 $ 2,300 $ 2,151 NetBackup DataCenter Master Server for E220 7x24 Support SL-NDCL-0000-2 4 $ 800 $ 600 $ 2,640 NetBackup DataCenter Clients E220 PS-NDCL-0000-2 4 $ 144 $ 539 NetBackup DataCenter Clients E220 7x24 Support SL-NDCL-0001-2 2 $ 800 $ 600 $ 1,320 NetBackup DataCenter Clients Win2k PS-NDCL-0001-2 2 $ 184 $ 344 NetBackup DataCenter Clients Win2k 7x24 Support SL-NDTL-0000 4 $ 3,000 $ 2,250 $ 9,900 NetBackup Library Hosted Drive License per tape drive PS-NDTL-0000 4 $ 690 $ 2,581 NetBackup Library Hosted Drive 7x24 Support 900-001134 1 $ 200 $ 200 Media and Docs 900-001135 1 $ 200 $ 200 Media and Docs Win2K VERITAS SOFTWARE PRODUCTION TOTAL $ 154,830.39

6 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT A

- ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- UNIT ITEM AND UNIT PRICE PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION - ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- VERITAS PROFESSIONAL SERVICES CS-NBS1-9900 1 $12,000 $ 10,200 NetBackup Services Requested NetBackup ProLaunch Service Initial installation of Master and Media Servers, Run books and custom configuration of backup schedules and retention periods CS-NBUD-9900 3 $ 1,000 $ 2,550 Each Add NBU Database or App. Ext. Installation of Oracle Agents for online backup of Oracle and BLIB installations CS-NBV1-9900 1 $20,000 $ 17,000 Netbackup Vault Extension ProLaunch Installation of automated vaulting component of NBU and duplication scripts CS-NBVM-9900 1 $ 2,000 $ 3,400 NetBackup Vault Extension Yearly Support (Standard) CS-EDH1-1500 2 $15,400 $ 26,180 UNIX VCS Services Requested Database Edition/HA ProLaunch Includes installation of Foundation Suite, DataBase Edition for Oracle, VCS for 2 nodes CS-FOU1-1500 1 $ 9,600 $ 8,160 Foundation Suite ProLaunch Installation of Foundation Suite for E220 servers CS-VCEA-9900 2 $ 1,000 $ 1,700 Each VCS Enterprise Agent (Per Instance) Installation of Oracle Agent for VCS CS-CSC1-9900 2 $ 5,000 $ 8,500 VCS Custom Agent Dev. (1st app. Instance) Scripting and installation of custom agents for Remedy and HP VPM

7 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT A

- ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- UNIT ITEM AND UNIT PRICE PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION - ------------------------------------------------- -------- ---------- --------- --------------- ----------------------------------- CS-CSC2-9900 2 $ 1,000 $ 1,700 VCS Custom Agent Imp. (add. instances) Custom agent installation on additional nodes CS-VNSC-5000 4 $ 500 $ 1,700 NT Services Requested Volume Manager Implementation for NT CS-ENE1-9900 1 $10,000 $ 8,500 Additional Services Requested Event Notification Extension Base Package Event notification scripting for master and media servers reporting into a single console for SNMP management CS-ENB1-9900 1 $ 2,000 $ 1,700 Event Notification Extension For NetBackup (1st NetBackup Master Server) CS-ENEM-9900 1 $ 2,000 $ 1,700 Event Notification Extension Yearly Support (Standard) - 20% Of Total List Price Of Software Components VERITAS PROFESSIONAL SERVICES TOTAL $ 92,990 VERITAS PRODUCTION TOTAL $ 247,820.39

8 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT A

- ----------------------------------------- -------- ------------ ----------- ----------------- ----------------------------------- ITEM AND UNIT PRICE UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION - ----------------------------------------- -------- ------------ ----------- ----------------- ----------------------------------- APERTURE PRODUCTION SOFTWARE QUOTE 5 $ 6,000.00 $ 33,000.00 Contains the full complement of all Aperture features including drawing, database and reporting functions. The Client License is sued by those in charge of designing, installing and managing the system, as well as those who need full read/write access such as personnel who change, modify or update drawings. Aperture ReadOnly Clients 10 $ 500.00 $ 5,500.00 Supports users who need to view drawings, data, and run reports. Reports may be standardized or Ad Hoc queries. Users of this version may not edit any data or drawings. Technology Documentation Module 1 $10,000.00 $ 11,000.00 Contains Pre-formatted Database tables and Reports to allow the user to begin immediately working with Aperture from our Sample project. Database and Reports can be customized to fit your needs. Aperture Server 1 $15,000.00 $ 16,500.00 Allows multiple users on the system, password security, and increased performance. SmartPictures WebPublisher 1 $15,000.00 $ 16,500.00 Allows you to post your project to your Internet/Intranet for unlimited communication and viewing capability. Symbol Support, Product Upgrades, No Cost No Cost All Aperture customers receive & Tech Support complete access to our Technical Support Dept. You are also

9 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT A

- ----------------------------------------- -------- ------------ ----------- ----------------- ----------------------------------- ITEM AND UNIT PRICE UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT SUPPORT PRICE DESCRIPTION - ----------------------------------------- -------- ------------ ----------- ----------------- ----------------------------------- entitled to any upgrades of our software and creation of additional symbols at no additional cost. APERTURE PRODUCTION SOFTWARE TOTAL $ 82,500.00 Professional Services 1 $72,000.00 $ 72,000.00 Includes Initial Project Build, Database Customization, Link to HP OpenView, and Remedy. Aperture 4-Day Workshop 1 $12,500.00 $ 12,500.00 Four-Day Customized Training workshop for up to ten students. Two Day Training Workshop in Miami 1 $ 4,000.00 $ 4,000.00 Two-Day Customized Training workshop in Miami for end user functionality. TOTAL FOR PROFESSIONAL SERVICES $ 88,500.00 APERTURE PRODUCTION TOTAL $ 171,000.00 TOTAL $ 418,820.39

10 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT B - VERITAS SOFTWARE LICENSE AGREEMENT 11 CONFIDENTIAL -- RESTRICTED ACCESS SHRINKWRAP END USER LICENSE TERMS 1. LICENSE GRANT. Subject to the terms set forth in this Agreement, you may use the enclosed computer product ("Software Product"), including the enclosed object code version of the software ("Software") and all associated software documentation furnished with this package on the number of computer systems for which you have paid the applicable fees solely for your internal business purposes in the country in which the Software Product was furnished to you. You may make a reasonable number of copies of the Software for backup purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software. The Software Product is licensed, not sold, to you for use only upon the terms of this Agreement, and VERITAS and/or its suppliers reserve all rights not expressly granted to you. You own the media on which the Software is recorded, but VERITAS and/or its suppliers retain ownership of the Software itself. 2. RESTRICTED USE. You may not use, copy, or modify the Software Product, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not copy the documentation accompanying the Software without VERITAS' express written consent. You may not rent, resell for profit, sublicense, lease or otherwise transfer the Software Product. You may not reverse engineer, decompile, or disassemble the Software Product. 3. MAINTENANCE. You may acquire maintenance, training and installation, and consulting services ("Services") from VERITAS under this Agreement and the applicable VERITAS policy in effect at the time the services are ordered. 4. LIMITED WARRANTY; DISCLAIMER. VERITAS warrants to you (the original Licensee) for ninety (90) days ("the Warranty Period"), from the date of delivery to you of the Software Product, as evidenced by a copy of your license purchase receipt, that the Software Product shall be in operable condition as described in the documentation provided with the Software, and that the media upon which the Software Product is furnished to you will be free from defects in material and workmanship under normal use. VERITAS does not warrant that the Software Product will function without error or interruptions. In the event that the Software Product fails to conform to such warranty, VERITAS' sole and exclusive liability hereunder to you shall be the repair or replacement of the non-conforming Software Product or a refund of the Software Product's purchase price only when you return the Software Product to VERITAS' authorized dealer with the receipt within the warranty period. FOR WARRANTY ASSISTANCE, YOU MAY RETURN THE SOFTWARE PRODUCT TO THE RESELLER FROM WHICH YOU PURCHASED THIS LICENSE. EXCEPT AS WARRANTED ABOVE, THIS SOFTWARE PRODUCT IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT. 12 CONFIDENTIAL -- RESTRICTED ACCESS 5. SERVICE WARRANTY. VERITAS warrants that its services will be of a professional quality conforming to generally accepted industry standards for a period of thirty (30) days from completion of the services. For services not performed as warranted in the preceding sentence VERITAS will, at its discretion, either perform the services again or refund the relevant fees paid for such deficient services. This is your exclusive remedy and VERITAS' sole liability arising in connection with this service warranty. 6. NO OTHER WARRANTIES. The agents, employees, distributors, and dealers of VERITAS are not authorized to make modifications to these warranties nor are additional warranties binding on VERITAS. Accordingly, additional statements such as dealer advertising or presentations, whether oral or written, do not constitute warranties by VERITAS and should not be relied upon as warranties of VERITAS. THE WARRANTIES SET FORTH IN SECTIONS 4 AND 5 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND VERITAS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. 7. TERMINATION. This License is effective until terminated and terminates without notice from VERITAS if you fail to comply with any of its provisions. Upon termination you shall promptly destroy the Software Product and all copies or portions thereof, and within ten (10) days certify in writing to VERITAS that all copies have been destroyed. 8. LIMITATION OF LIABILITY. IN NO EVENT SHALL VERITAS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF CUSTOMERS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS INCLUDING COVER AND RELIANCE, EVEN IF VERITAS, ITS RESELLERS, SUPPLIERS OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERITAS' TOTAL LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE PRODUCT. VERITAS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SOFTWARE PRODUCT ALTERED, MODIFIED, OR CONVERTED, OR FOR DAMAGES RESULTING FROM ACCIDENT, ABUSE, OR MISAPPLICATION, OR FOR PROBLEMS DUE TO THE MALFUNCTION OF EQUIPMENT OR SOFTWARE NOT SUPPLIED BY VERITAS. THESE LIMITATION OF LIABILITY ARE REFLECTED IN THE PRICE OF THE SOFTWARE LICENSE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL 13 CONFIDENTIAL -- RESTRICTED ACCESS PURPOSE OF ANY LIMITED REMEDY. THE ALLOCATION OF RISKS AND LIMITATIONS OF LIABILITY AND DAMAGES ARE DELIBERATE AND THE CONSIDERATION WAS DETERMINED ACCORDINGLY. 9. INDEMNITY. You agree to indemnify, defend and hold VERITAS and its Suppliers harmless against any claims, lawsuits or damages by persons or entities with whom you have used the Software Product. 10. U.S. GOVERNMENT RESTRICTED RIGHTS. This Software Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in FAR 52.227-19, FAR 12.212(a), FAR 52.227-14 (ALT III), DFAR 252.227-7013(C)(1)(ii) (Oct. 1998), or DFARS 227.7202-1(a) and 227.7202-3(a)(1995), as applicable. VERITAS Software Global Corporation, 1600 Plymouth Street, Mountain View, California 94043. 11. COMPLIANCE WITH LAW. Each party agrees to comply with all applicable laws, rules, and regulations in connection with its activities under this Agreement. Without limiting the foregoing, you acknowledge that the Software Product, including documentation and other technical data, is subject to export controls imposed by the U.S. Export Administration Act of 1979, as amended (the "Act"), and the regulations promulgated thereunder. You will not export or reexport (directly or indirectly) the Software Product or other technical data therefor without complying with the Act and the regulations thereunder. 12. GENERAL. You agree to pay any tax assessed to this Software Product, other than VERITAS' net income or franchise tax. The parties disclaim the application of the United Nations Convention on the International Sale of Goods. This Agreement will be governed by the laws of the State of California, without regard to or application of conflicts of law rules or principles. The prevailing party in any litigation arising out of this Agreement will be entitled to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses, including attorney's fees incurred in the proceedings. This Agreement may not be assigned without VERITAS' prior written consent, and any attempt to do so without such consent is void, If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us in relation to the subject matter of this Agreement. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE SOFTWARE PRODUCT IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES. 14 CONFIDENTIAL -- RESTRICTED ACCESS ATTACHMENT C - APERTURE SOFTWARE LICENSE AGREEMENT 15 CONFIDENTIAL -- RESTRICTED ACCESS APERTURE(TM) - ------------------------------------------------------------------------------- APERTURE TECHNOLOGIES, INC. SOFTWARE LICENSE PLEASE READ THIS DOCUMENT CAREFULLY BEFORE installing this software. By installing this software, you agree to become bound by the terms of this license. IF YOU DO NOT AGREE TO TI-IE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE ANT) PROMPTLY RETURN THE PACKAGE TO APERTURE TECHNOLOGIES, INC. WITHIN THIRTY (30) DAYS FOR A FULL REFUND. "Client Software" refers to Aperture Professional, Data Entry and ReadOnly. "Server Software" refers to Aperture Server and Aperture SmartPictures Server. "Application Software" refers to a specific project, module, interface, or script supplied by APERTURE TECHNOLOGIES, INC. "Aperture Software" refers to any or all of Client Software, Server Software, and/or Application Software. "Aperture Project" is defined as a named, connected set of drawings and data. The enclosed Aperture Software is licensed, not sold, to you by APERTURE TECHNOLOGIES, INC., for use only under the following terms. APERTURE TECHNOLOGIES, INC. reserves any rights not expressly granted to you. You own the media on which Aperture Software is recorded, but APERTURE TECHNOLOGIES, INC. retains ownership of all copies of Aperture Software itself. 1. LICENSE. This License allows you to: (a) Install and/or use the Client Software only on the number of computers for which the appropriate license fees have been paid. License fees must be paid for the total number of computers using the Client Software (as opposed to the number of computers using such software concurrently). (b) Install and use the Server Software only on the number of servers for which the appropriate license fees have been paid. Each licensed computer server may be accessed by multiple licensed Client Software users (including via the internet). (c) Install and use Application Software for which a license has been purchased in accordance with subparagraphs 1(a) and 1(b), or in a single Aperture Project (if so provided in the applicable purchase order accepted by Aperture). (d) Use the Documentation in connection with all permitted uses of the Aperture Software. (e) Make one copy of the Aperture Software and Documentation for backup/archival purposes. You may also make additional copies of the Aperture Software for use in a test environment solely to perform Year 2000 compliance testing. 2. RESTRICTIONS. Your use of the Aperture Software is subject to the following restrictions: (a) You may use the Aperture Software only for your own internal business purposes. Without limiting the generality of the foregoing, you may NOT, without the written consent of 16 Aperture, offer or provide services to third parties (with or without charge) utilizing the Aperture Software or use the Aperture Software for electronic commerce or other public access via the internet. (b) The Aperture Software contains trade secrets and may be used only in object code form. You may not decompile, reverse engineer, disassemble or otherwise reduce the Aperture Software to source code form, modify, adapt or translate the Aperture Software, or create derivative works based thereon. You may not disclose the Aperture Software and Documentation to any third party (other than to your employees and consultants for use as permitted by this license). (c) You may not copy the Aperture Software or Documentation except as expressly provided herein. 3. TERMINATION. This License is effective until terminated. This License will terminate immediately without notice from APERTURE TECHNOLOGIES, INC. if you fail to comply with any of its provisions. Upon termination you must destroy the Aperture Software and all copies thereof, and you may terminate this License at any time by doing so. 4. EXPORT ASSURANCES. You agree that neither the Aperture Software nor any direct product thereof will be transferred or exported for sale, directly or indirectly, into any country other than the USA and Canada. The Application Software may be accessed through a network by an end-user organization in any of their locations outside the USA and Canada. 5. WARRANTY DISCLAIMER, LIMITATION OF REMEDIES AND DAMAGES. THIS APERTURE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS ARE LICENSED "AS IS." IN NO EVENT WILL APERTURE TECHNOLOGIES, INC., OR ITS DEVELOPERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE APERTURE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS EVEN IF APERTURE TECHNOLOGIES, INC. OR AN AUTHORIZED APERTURE TECHNOLOGIES, INC. REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APERTURE TECHNOLOGIES, INC.'s liability to you for actual damages for any cause whatsoever, and regardless of the form of the action, will be limited to the greater of $500 or the money paid for the Aperture Software that caused the damages. 6. GENERAL. If you are a U.S. Government end-user, this license of the Aperture Software conveys only "RESTRICTED RIGHTS", and its use, disclosure and duplication are subject to Federal Acquisition Regulations, 52.227-7013(c)(1)(ii). This License will be construed under the laws of the state of Connecticut, except for that body of law dealing with conflicts of law, if obtained in the U.S., or the laws of jurisdiction where obtained if obtained outside the U.S. If any provision of the License is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. 17 CONFIDENTIAL - RESTRICTED ACCESS TELCORDIA TECHNOLOGIES - --------------------------- Performance from Experience SCOPE CHANGE CONTROL FORM This Scope Change No. 1NAP10-3 ("Scope Change") amends the Work Statement, Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 17 day of April, 2001 ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Work Statement and Agreement except as may be otherwise modified herein for the limited purpose set forth herein. 1. Title of Scope Change: Resale of Hardware for Permanent NAP in Miami. 2. Date of Scope Change: April 17, 2001 3. Originator of Scope Change: Max Figueroa 4. Reason for the Scope Change: NAPA has requested that Telcordia purchase hardware in support of the development of a Network Operations Center (NOC) at the Permanent NAP facility in Miami. 5. Details of the Scope Change (including any specifications): Telcordia shall perform the following services: o Upon NAPA's written approval of the quote for hardware, and associated support contracts, contained in Attachment A (Hardware), NAPA will issue a Purchase Order to Telcordia for the full amount of the hardware. Telcordia shall then order and take delivery of such Hardware. o Upon completion of the development of the solution using the Hardware as described in Work Statement 1NAP10, Telcordia shall ship, at NAPA's expense including insurance coverage, the Hardware to a secure location designated by NAPA in Miami. All equipment will be considered accepted by NAPA upon delivery to its designated destination. o In no event shall Telcordia have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Telcordia. Telcordia shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC. CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed or made available solely to authorized persons having a need to know within Telcordia and NAPA, except with written permission of Telcordia. CONFIDENTIAL - RESTRICTED ACCESS 6. Implementation timetable of the Scope Change: Telcordia shall place orders for Hardware by April 20, 2001. 7. Additional fees or refund, if any, of the Scope Change: NAPA shall pay Telcordia for the Hardware on the basis of a fixed price. Telcordia shall invoice NAPA for the entire amount due upon signature of this change order by both parties. Telcordia understands that NAPA is pursuing financing for the Hardware but that such financing will not be completed before Telcordia issues the purchase order. As a result, NAPA agrees to pay Telcordia the full amount of $275,520.53 ("Advance Payment") via bank wire transfer in advance of Telcordia's issuance of a purchase order for the Hardware. If NAPA is successful in closing financing with a leasing company ("Leasing Company") for the Hardware within thirty (30) days of the signature of this Change Order, and Telcordia receives written evidence from such Leasing Company that payment has been made to each of the vendors listed in Attachment A ("Vendor Payment") for the equipment within the same thirty (30) day period, Telcordia will return to NAPA the Vendor Payment either as a cash payment or as a credit to the oldest outstanding Telcordia invoice generated for NAPA. The form of return payment will be either a check or a credit to NAPA, at NAPA's option, subject to the following: (1) If NAPA has an outstanding debit balance with Telcordia, the credit and/or check shall be reduced by the amount of the debit balance and the debit balance will be satisfied first; and (2) Telcordia shall retain the difference between the Advance Payment and Vendor Payment in consideration for Telcordia purchasing Hardware for resale to NAPA. Telcordia shall also provide the Leasing Company with an assignment letter assigning full right and title to the Hardware purchased in satisfaction of all Telcordia obligations under this agreement. 8. Impact of the Scope Change on other aspects of the Schedule, including but not limited to, the overall payment schedule, contractual provisions, and Deliverable schedules: The following additional terms apply to the resale of hardware as described in this change order. o TRANSFER OF TITLE: After payment in full is received by Telcordia for the Hardware, Telcordia will ship such items, at NAPA' s expense including insurance coverage, to a location designated by NAPA, in accordance with the schedule in Contract No. 1NAP10. Title to such Hardware obtained by Telcordia for resale to NAPA shall pass to NAPA upon receipt of the items so purchased. o HARDWARE AND SOFTWARE: NAPA further acknowledges that Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE HARDWARE ACQUIRED BY NAPA UNDER THIS CHANGE ORDER, INCLUDING BUT NOT LIMITED TO: (1) TELCORDIA AND NAPA CONFIDENTIAL -- RESTRICTED ACCESS See confidentiality restrictions on title page. Page 2 CONFIDENTIAL - RESTRICTED ACCESS AS TO THE FITNESS. DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE MERCHANTABILITY OF THE HARDWARE OR ITS Fitness FOR ANY PARTICULAR PURPOSE; (3) as to the quality or capacity of the Hardware , the materials in the Hardware, or workmanship in the Hardware; (4) as to any latent defects in the Hardware; (5) as to any patent infringement; and (6) as to the compliance of the Hardware with any requirements of any law, rule, specification, or contract pertaining thereto. o PROBLEMS WITH HARDWARE. If the Hardware is not properly installed, does not operate as represented or warranted by the manufacturer, publisher or the supplier, NAPA shall make a claim on account thereof solely against the supplier, publisher or manufacturer and shall, nevertheless, pay Telcordia all fees payable hereunder. As between NAPA and Telcordia, and only in those instances where the manufacturer, publisher or supplier has provided any maintenance agreement, warranty or guaranty of any nature whatsoever applicable to the Hardware, Telcordia hereby assigns to NAPA whatever assignable interest Telcordia may have in such maintenance agreement, warranty or guaranty. The aforesaid assignment shall not in any way be deemed to limit, negate, or otherwise affect the disclaimer of warranties contained in the preceding paragraphs. Telcordia shall not incur any duties arising out of any manufacturer's, supplier's or publisher's warranties or guarantees, except as otherwise expressly set forth herein. Further, Telcordia shall not incur any liability whatsoever arising out of any claims by NAPA or breach of any manufacturer's, supplier's or publisher's warranties or guarantees applicable to the Hardware. o DELIVERY AND INSPECTION. NAPA will accept the Hardware provided by Telcordia upon its delivery to the Permanent NAP. o LOSS OR DAMAGE. Except for the negligence or willful misconduct of Telcordia related to the Services provided by Telcordia, NAPA shall bear the entire risk of loss, theft, destruction, or damage of the Hardware provided by Telcordia or any portion thereof from any cause whatsoever. The total or partial destruction of any such Hardware, or total or partial loss of use or possession thereof by NAPA, shall not release or relieve NAPA from the duty to pay the fees herein provided. Telcordia shall not be obligated to undertake, by litigation or otherwise, the collection of any claim against any person for loss or damage of such Hardware. o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith acceptance of a tax exemption certificate does not represent an assurance that the State will also accept the certificate as valid at the time of audit review. NAPA is responsible for any future audit adjustment if the certificate is not accepted. NAPA agrees to reimburse Telcordia for the amount of audit adjustment and the aggregate of tax, interest, and penalty, if a certificate is subsequently denied. TELCORDIA AND NAPA CONFIDENTIAL -- RESTRICTED ACCESS See confidentiality restrictions on title page. Page 3 CONFIDENTIAL - RESTRICTED ACCESS o INDEMNITY. Except for the negligence or willful misconduct of Telcordia related to the Services provided in this section and/or any other related Work Statement, (i) NAPA assumes the risk of liability arising from or pertaining to the possession, operation, or use of the Hardware; and (ii) NAPA hereby agrees to defend, indemnify and hold Telcordia harmless from and against any and all claims, costs, expenses, damages, and liabilities arising from or pertaining to the use, possession, or operation of such Hardware. 9. Other Comments: The parties to this Scope Change agree to the terms of the Agreement and the Work Statement, and further represent that this Scope Change is executed by their respective Program Managers as of the dates below, subject to final approval by the parties respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms of the Agreement or Work Statement modified or amended by this Scope Change shall be applicable only for the limited purposes of this Scope Change, and any terms and conditions of the Agreement or Work Statement not modified hereby shall remain unchanged and in full force and effect. AGREED BY: NAP OF THE AMERICAS INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ Brian K. Goodkind By: /s/ Thelina Andersen ---------------------------------- -------------------- Name: Brian K. Goodkind Name: Thelina Andersen ---------------------------------- ---------------- Title: EVP & COO Title: Senior Contract Manager ---------------------------------- ----------------------- Date: 4/18/01 Date: 5/4/01 ---------------------------------- ------ TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 4 CONFIDENTIAL - RESTRICTED ACCESS ATTACHMENT A

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- DELL HARDWARE QUOTE Base Unit: 2 Dell PowerEdge 6450, 700MHz/1M Cache, PIIIX, Redundant Power Supplies (220-0662) Processor: Dell PowerEdge 64X0, 700MHz, 1 MBSecond Processor, Factory Install (311-0831) Memory: 1GB RAM, 4 X 256MB Registered DIMMs, for Dell PowerEdge 6400/6450, Factory Install (311-4110) Keyboard: QuietKey Keyboard, 104 Key, Gray, 6 Pin, Factory Install (310-4100) Monitor: Monitor Option-None (320-0058) Floppy Disk Drive: 1.44MB, 3.5", Floppy Drive, for Dell PowerEdge Servers, Factory Install (340-6209) Operating System: No Operating System, For Dell PowerEdge Servers, Windows 2000 Factory Install (420-5100) Mouse: Mouse Option None (310-0024) NIC: INTEL DUAL-PRT, 4.0, Network Card, Dell PowerEdge (430-4938) CD-ROM or DVD-ROM Drive: CD, 680M, IDE, Internal, No Controller/No Cables, 24X, Black, Factory Install (313-3618) Documentation Diskette: Electronic Documentation on CD (310-0438) Controller Option: FC-HBA Adapter, Copper, Single, 2200/66, for Dell Power Vault, Factory Install (340-7360)

TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC. CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed or made available solely to authorized persons having a need to know within Telcordia and NAPA, except with written permission of Telcordia. Page 5 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- Option 1: Hard Drive Config, MS, Hard Drive Increasing (1 X 4 Mode), for Dell Power Edge 64XX, Factory Install (340-9512) Option 2: Rack, Rapid-Rail, 4U, for Dell Servers, Factory Install (310-0512) Service: Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site Response Initial Year (900-2840) Extended Service: Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site Response 2YR Extended (900-2842) Installation: On-Site Installation Declined (900-9997) Misc.: 18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400, 6350 (340-8808) Misc.: 18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400, 6350 (340-8808) Subtotal for Servers $23,859.00

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 6 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- Base Unit (Chasis) 1 Dell Power Vault 51F, Base (220-9658) No Operating System for Dell Power Vault Servers (420-3019) Rail Kit, for Dell Power Vault 51F, Factory Install (310-3583) Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site Response Initial Year (900-2470) 4-Hour/7x24 Parts and Labor On-Site Service, 2 Year Extended, Wang (900-2572) On-Site Installation Declined (900-9997) Power Supply, 110W, Dual, for Dell Power Vault 51F, Factory Install (310-3581) hssdc/db-9, 30awg Cable for Dell Power Vault 650F, Factory Install (310-0192) -Quantity 4 HSSDC/HSSDC, 24 AWG, 6 Meter, Cable Dell Power Vault, 50F, Factory Install (310-0336) -Quantity 4 Subtotal for Chasis $12,659.90

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 7 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- Base Unit (RAID Disks) 1 Dell Power Vault 660F (220-0997) 512MB Dual Inline Memory Module, for Dell Power Vault 660F (311-1177) 512MB Dual Inline Memory Module, for Dell Power Vault 660F (311-1177) Hard Drive, 18GB, Fiber Channel 1", 10K RPM, Power Vault 224, 7 Pack (340-3365) Controller, Power Vault 660F, 2 Raid, 2 LS (340-3369) Troubleshooting Guide for Power Vault 660F (310-0833) Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site Response Initial Year (900-2090) 4-Hour/7x24 Parts and Labor On-Site Service, 2 Year Extended, Wang (900-2572) Power Vault Advanced Software and Configuration Support, Unlimited Resolution, Expires in 1 Year (Level II) (900-5084) On-Site Installation Declined (900-9997) Worldwide Name Enhancement Service ((900-9976) Subtotal for RAID Disk $23,897.50 Tax and Shipping total $1,876.07 DELL HARDWARE TOTAL $62,292.47

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 8 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- CISCO HARDWARE QUOTE 1.0 CISC02621 2 $3,095.00 $4,017.31 Dual 10/100 Ethernet Router with 2 WIC Slots & 1 NM Slot 2.0 CAB-AC 2 N/C NC Power Cord, 110V 3.0 S26CHL-12106 2 $2,400.00 $3,115.20 Cisco 2600 Series IOS IP/FW/IDS PLUS IPSEC 56 4.0 MEM2600-32U64D 2 $1,900.00 $2,466.20 32- to 64-MB DRAM Factory Upgrade for the Cisco 2600 Series 5.0 MEM2620-8U32FS 2 $1,500.00 $1,947.00 8 to 32MB Flash SIMM Upgrade for the Cisco 262x only 6.0 CON-OSP-26XX 2 $784.00 $1,293.60 OSP Svc, 2600 Series, Ethernet Modular Router w/IOS IP s/w CISCO HARDWARE TOTAL $12,839.31

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 9 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- DATUM HARDWARE QUOTE 1.0 SSU-2000 2 $23,693.00 $52,124.60 SSU-2000 - Main Shelf, Stratum 2E Rb Clock, Communications Module, GPS Input Module, Input DS1 Module, (2)-20 Output DS1 Modules, Stratum 3E Clock Module, (2)-Antenna Kit 100' to 400' DATUM HARDWARE TOTAL $52,124.60

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 10 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- TELAMON HARDWARE QUOTE #TAC / Telalert Complete Engine 1 $10,000.00 $11,000.00 Provides complete notification via e-mail, pagers, two-way pagers, voice and interactive voice response (IVR), loud speakers and electronic signboards. Includes one TelAlert Complete server software license, ten client connection licenses, one paging port, two internet ports, one TelAlert Engine connection license, one TelAlert Engine (hardware unit) with battery backup, internal modem, local speaker, and cable set and one single line paging connect software license. TELAMON HARDWARE TOTAL $11,000.00

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 11 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- SUN (2ND ORDER) HARDWARE QUOTE 1.0 E220 (quote no. WTSP-ML-420081-A) 2 $10,000.00 $40,247.94 E220R Servers 1.1 A34-ULD1-1GGB1 1 $13,189.00 $12,041.56 Enterprise 220R Server, On 450MHz Ultra SPARC-II processor, 4MB E-cache, 1GB memory, two 36GB 10,000rpm 1-inch high internal Ultra SCSI, internal DVD, Solaris server license, one power supply, 10/100 Ethernet (Standard Configuration) 1.2 X1195A 1 $5,500.00 $5,021.50 Ultra SPARC-II 450MHz processor module with 4MB cache 1.3 1033A 1 $695.00 $512.22 10/100 Base Fast Ethernet PCI Adapter 2.0 w/MII Sun Fast Ethernet 2.0 PCI is a 10/100 Ethernet Network interface card supporting the 33 Mhz PCI interface standard. The Sun Fast Ethernet 2.0 PCI also offers a MII interface to support external peripheral devices. Factory installed option. 1.4 SOLZS-080B9AY9 1 $100.00 $73.00 Solaris 8 Standard, Latest Release English-Only Media Kit. 1.5 X311L 1 Localized Power Cord Kit North American/Asian 1.6 SERVER-INSTALL 1 $2,250.00 $2,475.00 Server Start installation service for Sun workgroup and Enterprise servers (excluding E10000)

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 12 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- 2.0 SG-XARY030A 1 $7,500.00 $5,527.50 72-Inch StorEdge Expansion Rack w/2 power sequencers and cables. The StoreEdge Expansion Rack is intended for a variety of Storage products including the A1000/D1000, A3000, A5000, and tape products. The rack is 24" wide and 72" tall. This rack will include power sequencers and power cables. 3.0 X3858A 2 U.S./Canada power cord for StorEdge Expansion cabinet (NEMA L6-30P plug) Subtotal for lines 1.0 - 3.0 $45,775.44 4.0 E220 1 $34,458.99 E220R Server with L40 Tape 4.1 A34-ULD1-1GGB1 2 $14,445.00 $26,376.57 Enterprise 220R Server, one 450MHz Ultra SPARC-II processor, 4MB E-cache, 1GB memory, two 36GB 10,000rpm 1-inch high internal Ultra SCSI, internal DVD, Solaris server license, one power supply, 10-/100 Ethernet (Standard Configuration) 4.2 X1195A 1 $5,500.00 $5,021.50 Ultra SPARC-II 450MHz processor module with 4MB cache 4.3 1033A 1 $695.00 $512.22 10/100 Base Fast Ethernet PCI Adapter 2.0 s/MII Sun FastEthernet 2.0 PCI is a 10/100 Ethernet Network interface card supporting the 33 Mhz PCI interface standard. The Sun Fst Ethernet 2.0 PCI also offers a MII interface to support external peripheral devices. Factory installed option.

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 13 CONFIDENTIAL - RESTRICTED ACCESS

- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- 4.4 SOLZS-080B9AY9 1 $100.00 $73.70 Solaris 8 Standard, Latest Release English-Only Media Kit. 4.5 X311L 1 Localized Power Cord Kit North American/Asian 4.6 SERVER-INSTALL 1 $2,250.00 $2,475.00 Server Start installation service for Sun workgroup and Enterprise servers (excluding E10000) 5.0 SG-XLIBDLT82R-L40 1 $40,000.00 $29,480.00 40 Cartridge rackmount tape library with 2x2 DLT8000 drives 6.0 SG-XTAPDLT8000-L20 2 $9,000.00 $13,266.00 Additional tape drive for the L20 library family 7.0 X6541A 1 $1,440.00 $1,061.28 Dual channel differential Ultra-SCSI host adapter, PCI; includes 2m SCSI cables 8.0 SG-XARY030A 1 $7,500.00 $5,527.50 72-inch StorEdge Expansion Rack w/2 power sequencers and cables. The StoreEdge Expansion Rack is intended for a variety of Storage products including the A1000/D1000, A3000, A5000 and tape products. The rack is 24" wide and 72" tall. This rack will include power sequencers and power cables. 9.0 X3858A 2 U.S. / Canada power cord for StorEdge expansion cabinet (NEMA L6-30P plug) Subtotal for lines 1.0 - 9.0 $83,793.77

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- ----------------------------------------------------------------------------------------------------------------------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - --------------------- -------- ---------- --------- -------------------------------------------------------------------- 1.0 A21 2 $7,694.50 Ultra 5 Workstations 1.1 A21UJC1Z9P-C256CY 1 $2,895.00 $2,643.14 Sun Ultra 5, Model 400, 1x400-MHz Ultra SPARC-III, 2-MB L2 cache, 256-MB DRAM, Onboard PGx24 Graphics, 2-GB 7200 rpm EIDE Internal disk, 48x CD-ROM, 1.44-MB floppy, No Country Kit, Solaris 7, 11/99 and solaris 8, 01/00, installed (standard configuration). 1 $1,250.00 $1,141.25 21-inch Color monitor, 19.8" v.a. 0.24mm dot pitch aperture grille, 30-121kHz, WW agency compliance, 2m DB13W3 captive video cable and HD15-pin connector Sun unique ID, logo and color TCO 99, 10-language users guide standard/Korean versions. 1.2 X7136A 1 North American UNIX, European UNIX, UNIX Universal, Type 6 kit with Sun interface 1.3 X3515A 1 $45.00 $41.09 BAE VIDEO CONNECTOR 1.4 X471A Subtotal for lines 1.0 - 1.40 $7,694.94 SUN (2ND ORDER) HARDWARE TOTAL $137,264.15 TOTAL $275,520.53

TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Confidential - Restricted Access SCOPE CHANGE CONTROL FORM This Scope Change No. 1NAPIO-4 ("Scope Change") amends the Work Statement, Contract No. 1NAPIO, ("Work Statement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13 day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Work Statement and Agreement except as may be otherwise modified herein for the limited purpose set forth herein. 1. Title of Scope Change: Resale of Software for Permanent NAP in Miami. 2. Date of Scope Change: April 13, 2001 3. Originator of Scope Change: Max Figueroa 4. Reason for the Scope Change: NAPA has requested that Telcordia purchase software ("Software") and the associated professional services provided by the designated software vendors outlined in Attachment A, in support of the development of a Network Operations Center (NOC) at the Permanent NAP facility in Miami. 5. Details of the Scope Change (including any specifications): Telcordia shall perform the following services: o Upon NAPA's approval of the quote for Software, and associated support contracts, contained in Attachment A , NAPA will issue a Purchase Order to Telcordia for the full amount of the Software. Telcordia shall then order and take delivery of such Software. o Upon completion of the development of the solution using the Software as described in Work Statement 1NAP1O, Telcordia shall ship, at NAPA's expense including insurance coverage, the Software to a secure location designated by NAPA in Miami. All equipment and integrated Software will be considered accepted by NAPA upon delivery to its designated destination. o In no event shall Telcordia have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Telcordia. Telcordia shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. 6. Implementation timetable of the Scope Change: Telcordia shall place orders for the Software by April 25, 2001. Telcordia Technologies, Inc. and NAP of the Americas, Inc. - Restricted Access This document and the confidential information it contains shall be distributed, routed or made available solely to authorized persons having a need to know within Telcordia and NAPA, except with written permission of Telcordia. Confidential - Restricted Access 7. Additional fees or refund, if any, of the Scope Change: NAPA shall pay Telcordia for the Software on the basis of a fixed price. Telcordia shall invoice NAPA for the entire amount due upon signature of this change order by both parties. Telcordia understands that NAPA is pursuing financing for the Software, but that such financing will not be completed before Telcordia issues the purchase order. As a result, NAPA agrees to pay Telcordia the full amount of $277,352.14 ("Advance Payment") in advance of Telcordia's issuance of a purchase order for the Software. If NAPA is successful in closing financing with a leasing company ("Leasing Company") for the Software within thirty (30) days of the signature of this Change Order, and Telcordia receives written evidence from such Leasing Company that payment has been made to each of the vendors, as listed in Attachment A ("Vendor Payment") for the Software within the same thirty (30) day period, Telcordia will return to NAPA the Vendor Payment either as a cash payment or as a credit to the oldest outstanding Telcordia invoice generated for NAPA. The form of return payment will be either a check or a credit to NAPA, at NAPA's option, subject to the following: (1) If NAPA has an outstanding debit balance with Telcordia, the credit and/or check shall be reduced by the amount of the debit balance and the debit balance will be satisfied first; and (2) Telcordia shall retain the difference between the Advance Payment and Vendor Payment in consideration for Telcordia purchasing Software for resale to NAPA. Telcordia shall also provide the Leasing Company with an assignment letter assigning full right and title to the Software purchased in satisfaction of all Telcordia obligations under this agreement. 8. Impact of the Scope Change on other aspects of the Schedule, including but not limited to, the overall payment schedule, contractual provisions, and Deliverable schedules: The following additional terms apply to the resale of Software as described in this change order. o SOFTWARE LICENSES: After payment in full is received by Telcordia for the Software, Telcordia will accept delivery and install the Software. Telcordia will ship such Software, at NAPA's expense including insurance coverage, to a location designated by NAPA, in accordance with the schedule in Contract No. 1NAP10. NAPA agrees to pay Telcordia the licensing fees for the Third Party Software in accordance with Section 7 above. In addition, NAPA agrees to be bound by the licensing terms and conditions accompanying the Third Party Software, whether in the form of "shrink wrap licenses" as part of the documentation or "click accept" licenses incorporated as part of the Third Party Software. Ownership of the Software shall remain at all times with the publisher of such Software. Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access See confidentiality restrictions on title page. 2 Confidential - Restricted Access o SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT TELCORDIA HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE SOFTWARE ACQUIRED BY NAPA UNDER THIS CHANGE ORDER, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS, DESIGN, OR CONDITION OF THE SOFTWARE; (2) AS TO THE MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; (3) as to the quality or capacity of the Software; (4) as to any latent defects in the Software; (5) as to any patent infringement; and (6) as to the compliance of the Software with any requirements of any law, rule, specification, or contract pertaining thereto. o PROBLEMS WITH SOFTWARE. If the Software is not properly installed, does not operate as represented or warranted by the manufacturer, publisher or the supplier, NAPA shall make a claim on account thereof solely against the supplier, publisher or manufacturer and shall, nevertheless, pay Telcordia all fees payable hereunder. As between NAPA and Telcordia, and only in those instances where the manufacturer, publisher or supplier has provided any maintenance agreement, warranty or guaranty of any nature whatsoever applicable to the Software, Telcordia hereby assigns to NAPA whatever assignable interest Telcordia may have in such maintenance agreement, warranty or guaranty. The aforesaid assignment shall not in any way be deemed to limit, negate, or otherwise affect the disclaimer of warranties contained in the preceding paragraphs. Telcordia shall not incur any duties arising out of any manufacturer's, supplier's or publisher's warranties or guarantees, except as otherwise expressly set forth herein. Further, Telcordia shall not incur any liability whatsoever arising out of any claims by NAPA or breach of any manufacturer's, supplier's or publisher's warranties or guarantees applicable to the Software. o DELIVERY AND INSPECTION. NAPA will accept the Software provided by Telcordia upon its delivery to the Permanent NAP. o LOSS OR DAMAGE. Except for the negligence or willful misconduct of Telcordia related to the Services provided by Telcordia, NAPA shall bear the entire risk of loss, theft, destruction, or damage of the Software provided by Telcordia or any portion thereof from any cause whatsoever. The total or partial destruction of any such Software, or total or partial loss of use or possession thereof by NAPA, shall not release or relieve NAPA from the duty to pay the fees herein provided. Telcordia shall not be obligated to undertake, by litigation or otherwise, the collection of any claim against any person for loss or damage of such Software. Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access See confidentiality restrictions on title page. 3 Confidential - Restricted Access o ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith acceptance of a tax exemption certificate does not represent an assurance that the State will also accept the certificate as valid at the time of audit review. NAPA is responsible for any future audit adjustment if the certificate is not accepted. NAPA agrees to reimburse Telcordia for the amount of audit adjustment and the aggregate of tax, interest, and penalty, if a certificate is subsequently denied. o INDEMNITY. Except for the negligence or willful misconduct of Telcordia related to the Services provided in this section and/or any other related Work Statement, (i) NAPA assumes the risk of liability arising from or pertaining to the possession, operation, or use of the Software; and (ii) NAPA hereby agrees to defend, indemnify and hold Telcordia harmless from and against any and all claims, costs, expenses, damages, and liabilities arising from or pertaining to the use, possession, or operation of such Software. 9. Other Comments: The parties to this Scope Change agree to the terms of the Agreement and the Work Statement, and further represent that this Scope Change is executed by their respective Program Managers as of the dates below, subject to final approval by the parties respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms of the Agreement or Work Statement modified or amended by this Scope Change shall be applicable only for the limited purposes of this Scope Change, and any terms and conditions of the Agreement or Work Statement not modified hereby shall remain unchanged and in full force and effect. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ BRIAN K. GOODKIND By: /s/ CAROL D. GUERRIER ------------------------------------ --------------------------------- Name: BRIAN K. GOODKIND Name: CAROL D. GUERRIER ---------------------------------- ------------------------------- Title: EXECUTIVE VICE PRESIDENT & COO Title: ASSOCIATE CONTRACT MANAGER --------------------------------- ------------------------------ Date: 5-16-01 Date: 5-21-01 ---------------------------------- ------------------------------- Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access See confidentiality restrictions on title page. 4 Confidential - Restricted Access ATTACHMENT A

- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- HP SOFTWARE PRODUCTION QUOTE 1.0 1 $121,028.00 $86,535.02 VantagePoint Manager (main) 3.0 2 $29,742.00 $42,531.06 Network Node Manager 4.0 1 $8,741.00 $6,249.82 Custom Views (main) 6.0 1 $26,346.00 $18,901.74 VantagePoint Remedy SPI (main) 8.0 1 $9,811.00 $7,014.87 Oracle SPI (main) 10.0 4 $2,616.00 $7,481.76 Tier 1 Agent 11.0 2 $1,741.00 $2,489.63 Tier 0 Agent HP SOFTWARE PRODUCTION TOTAL $171,203.89

- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- FUNK SOFTWARE PRODUCTION QUOTE 1.0 SBUC2-V225 1 $9,500.00 $10,450.00 Steel Belted Radius Enterprise Edition for Solaris 2 Pack includes 1 year service _________________. FUNK SOFTWARE PRODUCTION TOTAL $10,450.00

Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access See confidentiality restrictions on title page. 5 Confidential - Restricted Access

- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ITEM AND UNIT PRICE TERREMARK PRODUCT NUMBER QUANTITY PRODUCT PRICE DESCRIPTION - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ORACLE SOFTWARE PRODUCTION QUOTE 1.0 2 $620.00 $954.80 SQL*Plus - Named User Multi Server 2.0 15 $200.00 $2,310.00 Oracle Database Standard Edition - Name User Multi Server 3.0 1 $296.80 $228.54 Initial 1 Year Product Support - Annual Technical Support 4.0 1 $39.95 $43.95 Oracle(R)Database 8i Release 3 (8.1.7) CD 5.0 1 $636.00 $489.72 UPDATE SUBSCRIPTION SERVICE FEE ORACLE PRODUCTION TOTAL $4,027.00

Telcordia Technologies, Inc. and NAPA Confidential - Restricted Access See confidentiality restrictions on title page. 6 OPERATIONS DESIGN AND DOCUMENTATION FOR THE NAP NETWORK WORK STATEMENT NO. 0017 CONTRACT NO. 1NAP17 - -------------------------------------------------------------------------------- This Work Statement ("WS") is issued under the Professional Services Master Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this WS. 1. SCOPE OF SERVICES As described in this WS, Telcordia shall provide Professional Services associated with the documentation of policies and process flows necessary to operate the permanent Internet Network Access Point ("NAP") network at the Technology Center of the Americas ("TECOTA") location in Miami. Telcordia shall work with NAPA to design the policies, processes, procedures and tasks for the operation of the NAP peering infrastructure, the Network Operations Center (NOC) systems and the general data center operations that are needed to run a NAP of this size. 2. DESCRIPTION OF SERVICES Telcordia shall design and document the following items for NAPA. The items may include one or more of the following: POLICY: Description of the corporate directive(s) for a specific business function, why it is important and who has management responsibility for the function. PROCESS: High-level flow charts and text descriptions that show what needs to get done and who does it, to accomplish a specific function consistent with business policy. PROCEDURE: Atomic level description of how to do a specific task that when done according to the process flow results in the completion of an activity consistent with business policy. We also refer to these as Methods and Procedures. COACHING: On site tutoring or coaching of students on the proper application of policies, processes or procedures. Telcordia shall develop the design and documentation for the following management areas: a) PERFORMANCE MANAGEMENT: Policy/process/procedures for trouble reporting within NAPA and to customers. Generation of reports on: installation intervals, customer trouble resolution TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed or made Available solely to the authorized persons having a need to know within Telcordia and NAPA, Except with written permission of Telcordia. CONFIDENTIAL - RESTRICTED ACCESS Final Issue v2 intervals, etc. (Note, systems for collecting this information is covered under WS1O). Trouble escalation procedures that involve customers and NAPA. b) CHANGE MANAGEMENT: Policy/process/procedures for handling building inventory. Type of information to record, reconciling database with physical inventory, etc. (Note, the inventory software system is being developed under WS1O) Naming and nomenclature for inventoried items. Change control board policy/process/procedures for system upgrades, backups, etc. Data retention policies (e.g., off-site storage, etc.) Evaluation of possible ISO certifications for the NAP. Policy/process/procedure for managing documents. Communications plans and decimation of key learnings. c) CUSTOMER MANAGEMENT: Service activation policies/process/procedures for going from sales of services, to creation of a service order, to alerting customer of the service status. (Note, the actual provisioning of the service is covered under WS 10). This includes coordination of customer equipment deliveries to the NAPA facility. Definitions of policies/process/procedures for managing customer requests and inquiries for existing customers. Service de-activation policies/process/procedures. Customer service acceptance/certification policies/procedures. Policies/process/procedures to handle customer inquiries, opening trouble tickets and to determine status of customer problem resolution. d) SYSTEMS MANAGEMENT: Policies/process/procedures for system administrators that have the responsibilities to manage the NOC servers and database servers. Management of employee desktop systems, employee email, time reporting, voucher systems, etc. Software change control policy/process/procedures. This work will also develop a manual that describes the day to day activities of NOC personnel, and will also include a glossary and definition of terms that are needed by NOC personnel. e) TECHNICAL WEB SITE: Policies/process/procedures for the information to be included in the technical web site. Split of technical information by: globally available information, information for NAP customers only, specific customer information and information for NAPA only. Security systems for the Web site. Definition of self-help web sites that allow customer to initiate or change existing services. Marketing and sales web sites are specifically not included in this WS. This work does not include web site design. f) PHYSICAL AND NETWORK SECURITY MANAGEMENT: Access control procedures. Definition of daily and long-term network security analysis for the physical systems on the second floor of the TECOTA building. Configuration management of the logical network security including access lists and Policy for allowing access to various systems. Specifically not included in this WS are: security audits, periodic reviews and recommendations from those periodic reviews. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 2 CONFIDENTIAL - RESTRICTED ACCESS Final Issue v2 g) HUMAN RESOURCES: Definition of staff roles and responsibilities; job titles; example tasks for each title; job requirements and advertisements are included. Training policy including: new-hire training, certification policies, etc. are included. Specifically not included in this WS are worker grade and salary levels; promotion criteria, career path migration. 3. NAPA RESPONSIBILITIES a) Todd Gale shall be the single point of contact empowered to make decisions related to the Services. b) NAPA shall provide: o Access to NAPA personnel to assist in defining billing, network and service operations; o Access to existing policies and procedures that will be used as a basis for the Services. c) NAPA shall review any Deliverable document submitted by Telcordia in draft form and notify Telcordia in writing within ten (10) business days of any deficiencies in the draft Deliverable document in sufficient detail to enable Telcordia to make any necessary changes and submit to NAPA in final form or notify Telcordia of a delay in the document review. If a response is not received on the draft Deliverable within ten (10) business days, the Deliverable will be deemed accepted by NAPA. Failure to perform any of the above NA.PA responsibilities may cause schedule delays or may result in additional costs to NAPA. Where practical and at no additional direct cost to Telcordia, Telcordia facilities will be used from time to time. 4. FEES AND PAYMENTS NAPA shall pay Telcordia for the Services provided in this WS on a time and materials basis. a) ESTIMATED AMOUNTS: Telcordia estimates that the fee for the Services will be approximately Eight Hundred Thousand Dollars (US$800,000) ("Estimated Fee"), excluding out of pocket expenses and materials. The Estimated Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any. b) BILLING: NAPA shall pay Telcordia for the Services on the following basis: TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 3 CONFIDENTIAL - RESTRICTED ACCESS Final Issue v2 1) LABOR: All labor shall be reimbursed on an hourly basis, based on the actual hours incurred multiplied by the hourly rates as set forth below. The rates below represent Preferred Pricing rates as defined in Section 2 of the Master Agreement, as amended. ------------- ------------------------- ------- ROLE NAP OF THE AMERICAS ROLES RATE ------------- ------------------------- ------- Engineering Principal $315 ------------- ------------------------- ------- Engineering Principal Engineer $242 ------------- ------------------------- ------- Engineering Senior Engineer $180 ------------- ------------------------- ------- Engineering Engineer $144 ------------- ------------------------- ------- Engineering Associate Engineer $120 ------------- ------------------------- ------- Engineering Technician $95 ------------- ------------------------- ------- Engineering Junior Technician $70 ------------- ------------------------- ------- 2) OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse Telcordia for all reasonable out-of-pocket expenses incurred in connection with the Services, including, but not limited to, travel, lodging, meals, telephone, all materials purchased by Telcordia exclusively for use in performing the Services and contracted services provided by Third Party Hardware and Software manufacturers, resellers or integrators. Telcordia shall bill NAPA for these out of pocket expenses at cost on a monthly basis. Telcordia shall notify NAPA in advance of contracting with third parties for services to complete this WS. Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the Master Agreement, as amended. 5. DELIVERABLES Telcordia shall also provide written Deliverables in Adobe Acrobat(R) format and in Microsoft Office format. During the course of this WS, individual deliverables will be defined by mutual agreement by Telcordia and NAPA. 6. SCHEDULE OF SERVICES The term of this WS is April 9, 2001 through March 31, 2002. During the course of this WS, individual deliverables will be scheduled for completion by mutual agreement by Telcordia and NAPA. 7. LOCATION OF SERVICES Unless otherwise specified and agreed to in writing by NAPA and Telcordia, Telcordia shall provide Services at Telcordia facilities or NAPA facilities within the continental United States. TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 4 CONFIDENTIAL - RESTRICTED ACCESS Final Issue v2 8. TELCORDIA CONTACTS

TECHNICAL CONTACT ADMINISTRATIVE CONTACT ----------------- ---------------------- Richard Nici Max Figueroa Director, Broadband Networking and e-Business General Manager, Broadband Networking e-Business 331 Newman Springs Rd. 331 Newman Springs Rd. Red Bank, NJ 07701 Red Bank, NJ 07701 Telephone: 732-758-5447 Telephone: 732-758-2218 Fax: 732-758-4177 Fax: 732-758-4177 Email: mici@telcordia.com Email: mfiguero@telcordia.com

9. OTHER TERMS AND CONDITIONS a) ACCEPTANCE OF SERVICES Acceptance of Services shall be deemed to have occurred upon having performed such Services. The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below. AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC. By: /s/ BRIAN K. GOODKIND By: /s/ JOEL M. GOLDSTEIN ----------------------------------- ----------------------------------- Name: BRIAN K. GOODKIND Name: JOEL M. GOLDSTEIN --------------------------------- --------------------------------- Title: EXECUTIVE VICE PRESIDENT & COO Title: DIRECTOR, CONTRACT MANAGEMENT -------------------------------- -------------------------------- Date: 6-5-01 Date: 6-11-01 --------------------------------- --------------------------------- TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS See confidentiality restrictions on title page. Page 5 EX-10.4 7 g81998exv10w4.txt EX-10.4 AGREEMENT BETWEEN TERREMARK & CUPERTINO EXHIBIT 10.4 [TERREMARK LOGO] Job No: 432 6358 Manor Lane Cost Code: 16-001 Miami, Florida 33143 Tel (305) 662-1973-- Fax (305)662-1973 THIS AGREEMENT, made and entered into this 1st day of November, 2000 by and between TERREMARK TECHNOLOGY CONTRACTORS INC., a Florida Corporation, (hereinafter called TERREMARK), NAP OF THE AMERICAS, INC., a Florida corporation (hereinafter called OWNER) TERREMARK WORLDWIDE INC., a Delaware corporation (hereinafter called WORDLWIDE) and: Cupertino Electric, Inc., a Delaware corporation 1132 North Seventh Street San Jose, CA 95112 Tel: (408) 808-8000 Fax: (408) 279-4605 Jim Medefesser Witnesseth, that the subcontractor and TERREMARK agree as follows: ARTICLE I DESCRIPTION OF WORK 1.1 The Subcontractor shall and will provide and install (as applicable) all design services labor materials, tools, supplies, equipment, service, supervision, administration and all things necessary, with workmanship to be of the highest and best quality for the job known as NAP of the Americas Inc. located at the 2nd floor of that certain building known as "Technology Center of the America" at 50 NE 9th Street (see legal description attached) in strict accordance with all codes and regulations of all governmental agencies having jurisdiction and attached exhibits. 1.2 Plans are furnished by Peter Notari, AIA as listed in exhibit "I". 1.3 The Work consists of the design/build work and as reflected in that certain Electrical Scope Schedule dated June 14, 2001 and referenced as Electrical work 16-001, attached as Exhibit A-1 hereto. ARTICLE II TIME OF COMPLETION 2.1 The Subcontractor shall complete the several portions and the whole of the Work included in this Contract at or before the times or times hereinafter stated: June 30, 2001 PURSUANT TO TERREMARK'S SCHEDULE, A COPY WHICH IS ATTACHED AS EXHIBIT "K" 2.2 Should the subcontractor in any way cause delay to the progress of the Work so as to cause any damage to Terremark or any damages for which Terremark shall become liable, the Subcontractor shall compensate Terremark therefore; provided that such damage shall have been caused by Subcontractor's acts or omissions and subject to the force majure provisions of Section 4.1, and subject to Section 2.3 below. 2.3 The Subcontractor and Terremark shall mutually agree on a progress schedule that will enable Terremark to complete the project within the number of days specified in the Owner/Contractor agreement. Should the Subcontractor delay the progress of the job, he shall be responsible for liquidated damages (as set forth on the Owner/Contractor agreement). Subcontractor shall be liable for liquidated damages only if actual liquidated damages are assessed (see attached Exhibit "H"). Subcontractor shall only be liable for Terremark's liquidated damages to the extent that Subcontractor's delay has contributed to such damages, and only in proportion to the delay cause by Subcontractor in relation to delays caused by Subcontractor in relation to delays caused by all other parties. Terremark acknowledges that as of the date of this Agreement, Subcontractor has caused no delay to Terremark. 2.4 The current schedule is attached as Exhibit A-1. No change shall be made to this schedule without Subcontractor's consent. 2.5 The following conditions will constitute a delay to the progress: 1. If Subcontractor fails to begin and continue the Work on the specific day that the current progress schedule dictates, or 2. If Subcontractor, in Terremark's opinion, falls behind in the schedule due to, lack of competent personnel, lack of materials, lack of, subcontractor cooperation, etc. 2.6 Terremark may immediately assess liquidated damages and withhold same from subcontractor monthly draw. If liquidated damages are assessed by Owner against Terremark due to a delay caused by subcontractor, Terremark shall have the right to assess subcontractor for the liquidated damages assessed against it by Owner. If no liquidated damages are assessed, all monies withheld will be immediately' refunded to the subcontractor, less any additional general condition costs and/or direct costs of other trades incurred by Terremark due delay. 2.7 Terremark if it deems necessary, may direct the Subcontractor to work overtime. If so instructed by Terremark, Subcontractor will work said overtime, and provided that the Subcontractor is not in default in any of the provision herein, Terremark will pay the Subcontractor for the actual premium on wages paid, at rates which have been approved by Terremark, plus taxes imposed by law on such wage premiums when required to be paid by the Subcontractor. 2.8 If however, the Subcontractor delays the progress of the Work, the Subcontractor shall at its own cost and expense, work such overtime as may be necessary to avoid delay in the completion of the building. 2 of 14 ARTICLE III CONTRACT CONSIDERATION 3.1 The sum to be paid by Terremark to the Subcontractor for the Work included in this Contract shall be: Twenty-four Million Eight Hundred Thirty Two Thousand Three Hundred Thirty Six and No/100 Dollars ( S 24,832,336.00 ) in current funds, subject to additions and deductions as herein provided, which sums shall include all permits, fees, inspection costs and/or taxes required by any division of Federal, State or local government. This is a fixed price contract with a Contract Price of $24,832,336 including all Change Orders issued to date. The Schedule of Values shall be used solely in aid of determining progress payments. See EXHIBIT "B" ("schedule of values") attached hereto and made a part hereof by this reference. 3.2 The Contract Consideration stated herein to be paid to the Subcontractor by Terremark includes all Municipal, State, County and Federal taxes imposed by law and based upon labor performed, materials furnished or services rendered, including, but not limited to, payroll taxes, sales taxes, use taxes levied or assessed against the Owner, or the Contractor, or the Subcontractor arising out of either the acquisition by the Subcontractor or by any of its subcontractors of materials, equipment, or any other kind of personal property, or the furnishing of labor and/or services in connection with the Work. Where the law requires any such tax to be stated and charged separately, the total of all items included within the Work and the added tax shall not exceed the Contract Consideration state herein. 3.3 On or before the 20th day of each month the Subcontractor shall submit to Terremark, in the form required by Terremark, a written requisition for payment (Exhibits A & B) showing the proportionate value of the Work installed to that date. The amount of said requisition, as approved by Terremark and the Architect, shall be due the Subcontractor on or before the 75th day after receipt of invoice). There shall be no retention under this Agreement. Progress payments shall be based upon percentage of completion, using the Schedule of Values as a guideline. Past due payments shall bear interest at 10% per annum from the due date. Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been completed. 3 of 14 3.4 No payment will be processed until all required submittals have been made by subcontractor and accepted by owner or architect. 3.5 Terremark reserves the right to advance the dates of any payment (including the final payment) under this Contract if, in its sole judgment, it becomes desirable to do so. 3.6 Subcontractor shall furnish, along with last progress draw request, all necessary warranties, product data, manuals, as-built drawings, and other closeout documents as required in the specifications. 3.7 The final payment shall be made after the completion of the Work covered by this Contract and acceptance thereof by Terremark and the Architect, provided all Plans and Specifications have been returned to Terremark by the Subcontractor and also provided the Subcontractor has given to Terremark satisfactory evidence that the premises are free from all liens or other claims chargeable to the premises or the said Subcontractor. Terremark and Subcontractor agree to cooperate in good faith for such final payment and assurances. 3.8 Prior to final payment, the Subcontractor shall execute and deliver to Terremark, a form satisfactory to Terremark, holding Terremark and the Owner free and harmless from all liens or payment claims arising out of or in connection with this Contract and shall execute and deliver to Terremark affidavit that all laborers, sub-subcontractors and material men dealing with the Subcontractor have been paid in full. Subcontractor shall furnish Terremark with all equipment and material warranties, or will be paid in full upon final payment. 3.9 If at any time there shall be evidence of any lien or claim for which, if established, Terremark or Owner of said premises might become liable, and which is chargeable to the Subcontractor and/or when damage shall be caused by this Subcontractor to other work, Terremark shall have the right to retain out of any payment then due, or thereafter to become due, an amount sufficient to completely indemnify itself and the Owner for any loss or damage, including legal fees and disbursements, which either may sustain in discharging such lien or claim. Notwithstanding the above, withhold right and any right of Terremark for indemnity shall apply only if Terremark has made timely payment under this Agreement for the work for which the lien or claim has been made. 3.10 Should there prove to be any such claim after all payments are made, the Subcontractor shall refund to Terremark all monies that Terremark or the Owner shall pay in discharging such lien on or claim against such premises and al expenses incurred in connection therewith. 3.11 No payment made under this contract shall be conclusive evidence of the performance of this Contract, either wholly or in part, and no payment including final payment shall be construed as acceptance of defective work or improper materials, nor shall entrance and use by the Owner constitute acceptance of the Work hereunder of any part thereof. 4 of 14 ARTICLE IV EXTENSION OF TIME 4.1 Should the Subcontractor be delayed in the prosecution or completion of the Work by the act, neglect or default of Terremark or of any person employed by Terremark upon the Project, or by any damage caused by a force majeure event or by an event not within Subcontractor's reasonable control, fire or other casualty or by combined action of the workmen, in no way caused by or resulting from default or collusion on the part of the Subcontractor, or any extraordinary conditions arising out of war government regulations, then the time herein fixed for the completion of the Work shall be extended for a period of time equivalent to the time lost by reason of any or all causes aforesaid, which extended period shall be determined and fixed by Architect, but no such allowance shall be made unless a claim therefore is presented in writing to Terremark within three (3) business days after commencement of such delay. In addition to the causes listed as excusable delays in Section 4.1, Subcontractor shall also be excused from delay to the extent such delays may be caused by Owner, and any of Owner's consultants or agents, and/or by other contractors and subcontractors on the Project. Subcontractor shall also be excused from delays caused by fires, strikes, weather, Acts of God, and other events beyond the reasonable control of Subcontractor. ARTICLE V FREIGHT CHARGES & SHIPMENTS 5.1 The Subcontractor in making or ordering shipments shall not consign nor have consigned materials in the name of Terremark. Terremark shall not make payments for charges on shipments made by or to Subcontractor except at its option, in which case the Subcontractor shall reimburse Terremark for such expense, plus a service charge of twenty-five percent (25%) of the amount so paid. 5.2 Terremark shall have the right to designate the carrier or railroad over which all materials required for the Work shall be shipped provided that the Subcontractor's cost is not increased thereby. ARTICLE VI SPECS & GENERAL CONDITIONS 6.1 The Subcontractor assumes for the portion of the Work covered by this Contract, all obligations placed upon Terremark in the General Contract, the Plans, Specifications and General Conditions mentioned in Article I which Contract, Plans, Specifications and General Conditions are hereby made a part hereof. These documents are available at all reasonable times at the offices of Terremark for examination by the Subcontractor. 6.2 The dimensions given on the Plans and in the Specifications are approximate only and the Subcontractor shall take such measurements as will insure the proper matching and fitting of the Work covered by this Contract with contiguous work. 6.3 The Subcontractor shall prepare and submit to Terremark such shop drawings as may be required for the complete detailing of the Work. Approval by Terremark and or the Architect will not relieve the Subcontractor of its 5 of 14 obligation to perform the Work in strict accordance with the Plans and or Specifications or the proper matching and fitting of the Work with contiguous work. 6.4 Should the proper and accurate performance of the Work included in this Contract depend upon the proper and accurate performance of other work not included in this Contract, the Subcontractor shall use all necessary means to discover any defects in such other work and shall report the said defects in writing to Terremark before proceeding with the Work, and shall allow Terremark a reasonable time to remedy such defects. ARTICLE VII INTERPRETATION OF PLANS & SPECS 7.1 The Work included in this Contract is to be done under the direction and to the satisfaction of both the Architect and Terremark. Subcontractor will obtain from Terremark such additional information and Plans as may be prepared by the Architect to further describe the Work to be performed by the Subcontractor and the Subcontractor shall conform to and abide by same insofar as they are consistent with the purpose and intent of the Plans and Specification referred to in Article I. Terremark shall reserve the right, from time to time, whether the Work or any part thereof shall or shall not have been completed to make changes, additions and/or omissions in the Work as it may deem necessary, upon written order to the Subcontractor. No such changes, however, shall be made in the Work, except upon written order of Terremark. ARTICLE VIII CHANGE ORDERS, ADDITIONS & DEDUCTIONS 8.1 No alterations except as provided in Articles VI and VII hereof shall be made in the Work covered by this Contract except upon written order of Terremark, and when so made the value of the Work to be added or omitted shall be stated in said order, and the amount added to or deducted from the Contract price. Should the parties hereto be unable to agree as to the value of such work to be added or omitted, the Subcontractor shall proceed under the written order of Terremark, from which order the stated value of the work shall be omitted, and the determination of the value of the Work shall be referred to the Architect whose decision shall be binding upon both parties hereto. Change orders must be submitted and approved by Terremark prior to requesting payment for same. Subcontractor agrees to cooperate to its fullest in pricing any and all change orders which are requested by the general contractor. It is hereby understood that change orders are normal part of most projects and it is crucial to process change orders in a timely fashion. Additionally, the costs of change orders should be in line with the pricing of the original project. Should the subcontractor not respond in accordance with the above mentioned requisites, the contractor, at his discretion may proceed and prepare the change order on a time and materials basis. Additionally, the subcontractor will be expected to implement the change order for the amount that the general contractor has established. Payment for said change order would be in accordance with all payments as outlined in this agreement. 6 of 14 Change orders, for changes in the scope of the Work, will be issued on a fixed price basis upon mutually agreeable terms. ARTICLE IX INSPECTIONS/DEFECTIVE WORK 9.1 The Subcontractor shall provide sufficient, safe, and proper facilities at all times, for the inspection of the Work by Terremark, the Architect or their authorized representatives in the field, at shops, or at any other place where materials required thereunder are in the course of preparation, manufacture, treatment, or storage. The Subcontractor shall, within twenty-four hours after receiving written notice from Terremark to that effect, proceed to take down all portions of the Work, and remove from the premises all material, whether worked or unworked, which the Architect or Terremark shall condemn as unsound or improper, or as in any way failing to conform to the Plans and Specifications and the Subcontractor at is own cost and expense shall make good all work damaged or destroyed thereby and replace all materials removed with proper materials. ARTICLE X FAILURE TO PROSECUTE 10.1 Should the Subcontractor at any time refuse or neglect to supply a sufficiency of skilled workmen or materials of the proper quality and quantity, or fail in any respect to prosecute the Work with promptness and diligence, or cause by any action or omission the stoppage or delay of or interference with the Work of Terremark or of any other subcontractors on the building, or fail in performance of any of the agreements on its part contained herein, or become bankrupt or insolvent or go into liquidation either voluntarily or under an order of a court of competent jurisdiction or make a general assignment for the benefit of creditors or otherwise acknowledge insolvency, Terremark shall be at liberty, after 72 hours written notice to the Subcontractor, mailed or delivered to the last known address of the later, to provide through itself or through others, any such labor or materials, and to deduct the cost thereof from any money due to, and thereafter to become due to, the Subcontractor for said Work and to enter on the premises and take possession, for the purpose of completing the Work included in this Contract, of all materials, tools, equipment and appliances thereon, and to employ any other person or persons to finish the Work, and to provide materials, tools, equipment and appliances thereon, and to employ any other person or persons to finish the Work, and to provide materials therefore, the Subcontractor hereby assigns, transfers and sets over unto Terremark all said materials, tools, equipment and appliances. In case of such termination of the employment of the Subcontractor, the said Subcontractor shall not be entitled to receive any further payment under this Contract until said Work shall be wholly finished, at which time, if the unpaid balance of the amount to be paid by Terremark to the Subcontractor exceeds the expense incurred by Terremark in finishing the Work, such excess shall be paid by Terremark to the Subcontractor. The expense incurred by Terremark shall include the cost of furnishing all materials and labor utilized in of finishing the Work, and any damages incurred through the default of the Subcontractor. Terremark's right to take over the Project under this paragraph shall apply only if Subcontractor fails to diligently cure any default in the prosecution of its works which default is not remedied within 30 days of receipt by Subcontractor of written notice of such default by Terremark. 7 of 14 10.2 In connection with any litigation or arbitration arising out of this Agreement, the prevailing party shall be entitled to recover from the other party said prevailing party's reasonable attorney's fees and costs, including attorney's fees and costs for any appellate proceedings. ARTICLE XI LOSS OR DAMAGE TO WORK 11.1 Terremark shall not be responsible for loss or damage to the Work included in this Contract, until after final acceptance of the Work by the Architect and itself nor shall it be responsible for loss or damage to materials, tools, or appliances of the Subcontractor used or to be used in its construction however caused. Owner shall be responsible to Subcontractor for carrying builder's risk insurance sufficient to cover the replacement cost of all the Work. Subcontractor shall be provided with evidence of such insurance upon request. 11.2 The total value of the property described above as the insurable hereunder and as shown on the approved monthly requisition provided for in Article III, plus the total value of similar property delivered during the month but not included in the aforesaid requisition, as reported by the Subcontractor to Terremark for insurance purposes only, shall determine the total value of the Subcontractor's work, materials and equipment to be insured. 11.3 The maximum liability to the Subcontractor under this insurance shall be for not more than that proportion of any loss which the last reported value of the insured property bore to the actual value of said property at the time of such last report, and in no event for more than the actual loss. 11.4 In the event of a loss insured hereunder, the Subcontractor shall be bound by any adjustment which shall be made between Terremark and/or the Owner and the insurance company or companies. Loss, if any, shall be made payable to Terremark and/or the Owner, as their interest may appear, for the account of whom it may concern. ARTICLE XII CLEANING 12.1 The Subcontractor shall clean and remove from contiguous work any dirt which was caused by the execution of the Work included in this Contract and the Subcontractor shall clean up and remove from the premises all debris caused by the execution of the Work included in this Contract daily. Should the Subcontractor fail to remove its debris daily, Terremark will remove it and charge the cost to the Subcontractor. ARTICLE XIII LAWS & PERMITS 13.1 The Subcontractor shall obtain and pay for all necessary permits and licenses pertaining to the Work and shall comply with all Federal, State and Municipal Laws, ordinances, rules and regulations and with the requirements of the Board of Fire Underwriters, whether provided for by the said Plans, Specifications and General Conditions, or not so provided for, without additional charge or expenses to Terremark, and shall be responsible for any and all corrections of any violations thereof in the Work included in this Contract. The Subcontractor shall indemnify and save harmless Terremark from any and all loss, expense, damage or injury caused or occasioned directly or indirectly by 8 of 14 its failure to comply with the provisions of the said laws, ordinances, rules regulations and requirements, and shall at any time upon final demand, furnish to Terremark an affidavit showing such compliance on its part. Subcontractor shall have all construction documents related to the work signed and sealed by a Licensed Florida Registered Engineer. ARTICLE XIV LABOR TO BE EMPLOYED 14.1 The Subcontractor shall not employ men or means which may cause strikes, work stoppage or any disturbances by workmen employed by the Subcontractor, Terremark or other contractors or subcontractors in any Work which is the subject of this Contract or related to or in connection with the location hereinbefore mentioned. The Subcontractor agrees that all disputes as to jurisdiction of trades arising on the job shall be adjusted in accordance with any plan for the settlement of jurisdictional disputes which may be in effect either nationally or in the locality in which the Work is being done, provided that this Agreement shall not be in violation or conflict with any provisions. In the event of Subcontractor's breach of the foregoing, Terremark shall be at liberty, after three days written notice mailed or delivered to the last known address of the Subcontractor, to terminate this Contract or any part thereof or the employment of the Subcontractor for the said Work and Terremark may, for the purpose of completing the Work, enter upon the premises and take possession, in the same manner and upon the same conditions as are described in Article X. ARTICLE XV GOVERNMENT TAXES 15.1 The Subcontractor, for the Contract Price herein provided, hereby accepts and assumes exclusive liability for, and shall hold Terremark harmless against the payment of: 1. All contributions, taxes or premiums which may be payable under the Unemployment Insurance Law of any State or under the Federal Social Security Act, measured upon the payroll of employees, by whomsoever employed, engaged in the performance of the Work included in this Contract. 2. All sales, use or other taxes levied or assessed against the Owner, Terremark or the Subcontractor arising out of the Work, including but not limited to taxes on any kind of building materials, supplies or equipment. ARTICLE XVI PATENTS 16.1 The Subcontractor hereby agrees to indemnify, protect and hold harmless Terremark and/or the Owner form loss or damage and to reimburse Terremark and/or the Owner for any expense, including legal fees and disbursements, to which Terremark and/or the Owner may be put because of 9 of 14 litigation on account of infringement or alleged infringement of any letters patent or patent rights by reason of the Work or materials used by the Subcontractor. ARTICLE XVII ASSIGNMENT OR TRANSFER 17.1 Neither this Contract nor the monies to become due hereunder shall be assignable without the consent of Terremark and any assignment without such consent in writing shall vest no right of action in the assignee against Terremark. Subcontract shall not sublet the whole or any part of this Subcontract without prior written Consent from Terremark. ARTICLE XVIII GUARANTEE 18.1 Unless a longer period is provided in the Specifications, or General Conditions, the Subcontractor shall repair at its own expense and at the convenience of the Owner immediately, any defect in workmanship or materials discovered within one year from the date of the acceptance of the Work included in this Contract. 18.2 The Subcontractor hereby guarantees the Work to the full extent of the provisions of the Plans, Specifications and General Conditions. 18.3 In any event the Subcontractor shall pay for all damage to the building resulting from defects in the Work and all expenses necessary to remove, replace and/or repair the Work and any other work which may be damaged in removing or repairing the Work. ARTICLE XIX ACCIDENT PREVENTION 19.1 The Subcontractor agrees that the prevention of accidents to workmen engaged in the Work under this Agreement is the responsibility of the Subcontractor. The Subcontractor agrees to comply with all laws, regulations and codes concerning safety standards established during the progress of the Work which Terremark deems unsafe until corrective measures, satisfactory to Terremark, have been taken, and further agrees to make no claim for damages growing out of such stoppages. Should the Subcontractor neglect to adopt such corrective measures, Terremark may perform them and deduct the cost from payments due or to become due the Subcontractor. Failure on the part of Terremark to stop unsafe practices shall in no way, relieve the Subcontractor of its responsibility. Refer to Exhibit "L" Safety Rules for Employees. 19.2 Subcontractor will take all measures necessary to protect all of their work and/or that work either stored or installed by another trade whether adjacent or not to subcontractor's work, from any damages which may occur, whether incidental or not. Should subcontractor damage or cause damage to any such work, it shall be held responsible under Provision XXII of this agreement. 10 of 14 ARTICLE XX BOND 20.1 If required the Subcontractor shall furnish Terremark a payment and performance bond in the amount of $ N/A guaranteeing the faithful performance of the provisions of this Contract, the form and contents of such bond and surety therein satisfactory to Terremark. The said parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby agree to the full performance of the covenants herein contained. ARTICLE XXI INSURANCE 21.1 Before commencing the work, the Subcontractor shall procure and maintain, at is own expense, until completion and final acceptance of the work, at least the following insurance: LIABILITY INSURANCE 1. Worker's Compensation and Employer's Liability Insurance in accordance with the laws of the State in which the work is situated and including coverage for Federal Acts where applicable. We request $ 1,000,000.00 or higher coverage on any hazardous operations (such as cranes etc.) 2. Contractor's Public Liability Insurance (including Contractors' Protective Liability Insurance if the Subcontractor sublets to another any portion of the work under this Contract) and automobile Liability with the following minimum coverage (indicated by the X on the appropriate line) and limits schedule herein:

- ---------------------------------------------- ----------------------------------------------------------------------- TYPE OF INSURANCE LIMITS OF LIABILITY IN THOUSANDS - ---------------------------------------------- ----------------------------------------------------------------------- GENERAL LIABILITY EACH OCCURRENCE AGGREGATE ----------------- --------------- --------- o Comprehensive Form Bodily Injury $500,000.00 $500,000.00 o Premises-- Operations o Explosion & Collapse Hazard Property Damage $500,000.00 $500,000.00 o Underground Hazard o Products/Completed Operation Bodily Injury & $500,000.00 $500,000.00 Hazard Property Damage o Contractual Insurance Combined o Broad Form Property Damage o Independent Contractors o Personal Injury Personal Injury Bodily Injury (each person) $500,000.00 $500,000.00

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- ---------------------------------------------- ----------------------------------------------------------------------- TYPE OF INSURANCE LIMITS OF LIABILITY IN THOUSANDS - ---------------------------------------------- ----------------------------------------------------------------------- AUTOMOBILE LIABILITY -------------------- o Comprehensive Form o Owned Bodily Injury(each occurrence) $500,000.00 $500,000.00 o Hired o Non-Owned Property Damage $500,000.00 Bodily Injury & Property ERROR & OMISSIONS $2,000,000.00 -----------------

Before commencing the work, the Subcontractor shall furnish a certificate from all insurance carriers showing the above insurance is in force, stating policy numbers, dates of expiration, and limits of liability thereunder, and further providing that the insurance will not be cancelled or changed prior to at least (30) days after written notice of such cancellation or change has been mailed to Terremark. If the Subcontractor fails to procure and maintain such Insurance Terremark shall have the right to procure and maintain the said insurance for and in the name of the Subcontractor and the Subcontractor shall pay the cost thereof and shall furnish all necessary information to make effective and maintain such insurance. ARTICLE XXII LITIGATION & ATTORNEY'S FEES Unless otherwise specified in this contract, any disputes arising out of or as a result of this contract will be governed by the laws of the State of Florida. The prevailing party in any litigation arising out of or as a result of this contract is entitled to be paid for all reasonable attorney's fees and court costs by the losing party. Terremark assumes the risk of loss to any equipment delivered by Subcontractor from the date of delivery. Until the Contract Consideration is paid in full, Terremark will maintain adequate insurance against fire, theft or other loss for the equipment's full insurable value with Subcontractor named as loss payee. Title in the equipment will pass on full payment of the Contract Consideration. Terremark will be responsible for any personal property taxes assessed on any portion of the equipment. Subcontractor reserves and Terremark grants Subcontractor a security interest in the equipment in the amount of up to the Contract Consideration. If requested by Subcontractor, Terremark will execute a standard form financing statement (UCC-1). Terremark appoints Subcontractor as its agent to sign and file a financing statement to perfect Subcontractor's security interest. Upon payment in full, Subcontractor will promptly file to remove such interest. 12 of 14 ARTICLE XXIII 23.1 This Agreement with its Addendum and Exhibits supercedes and replaces all prior negotiations, agreements, and contract proposals between the parties. 23.2 Worldwide and Owner are direct parties to this Agreement, and are co-liable jointly with Terremark to Subcontractor for all obligations under this Agreement, it being recognized that the services, labor and material provided by Subcontractor will bestow substantial benefit on each of said parties. The obligations of Owner and Worldwide are direct, and not as sureties or guarantors. All actions taken by or on behalf of Terremark, Worldwide, and Owner in connection with this Agreement shall be made by Terremark, and binding on Worldwide and Owner. 23.3 Owner and Worldwide approve the form of this Agreement as being in compliance with the General Contract, or waive any variances there from, and agree to be bound by the terms of this Agreement. 13 of 14 IN WITNESS WHEREOF the parties of these presents have hereto set their hand and seals, as of the day and year first above written. You will please return a fully executed copy of this Contract for our records. Signed in the presence of: TERREMARK TECHNOLOGY CONTRACTORS INC. [ILLEGIBLE] BY: /s/ MICHAEL KATZ - ------------------------------- ------------------------------- TITLE: VICE PRESIDENT ----------------------------- DATE: 6-25-2001 ----------------------------- SUBCONTRACTOR CUPERTINO ELECTRIC Signed in the presence of: PRINT: JOHN BONCHER ----------------------------- BY: /s/ JOHN BONCHER ----------------------------- [ILLEGIBLE] TITLE: BRANCH MANAGER - ------------------------------- ----------------------------- DATE: 7-5-2001 ----------------------------- TERREMARK WORLDWIDE INC. Signed in the presence of: PRINT: BRIAN K. GOODKIND ----------------------------- BY: /s/ JOHN BONCHER ----------------------------- [ILLEGIBLE] TITLE: EXECUTIVE VICE PRESIDENT - ------------------------------- ----------------------------- DATE: JUNE 25, 2001 ----------------------------- OWNER NAP OF THE AMERICAS, INC. Signed in the presence of: PRINT: MONTGOMERY BANNERMAN ----------------------------- BY: /s/ MONTGOMERY BANNERMAN ----------------------------- [ILLEGIBLE] TITLE: VICE PRESIDENT - ------------------------------- ----------------------------- DATE: JUNE 25, 2001 ----------------------------- 14 of 14 EX-10.5 8 g81998exv10w5.txt EX-10.5 AGREEMENT BETWEEN TERREMARK AND KINETICS Exhibit 10.5 [TERREMARK LOGO] Job No: 432 6358 Manor Lane Cost Code: 15-500 Miami, Florida 33143 Tel (305) 662-1973-- Fax (305)662-1973 THIS AGREEMENT, made and entered into this 28th day of December, 2000 by and between TERREMARK TECHNOLOGY CONTRACTORS INC., a Florida Corporation, (hereinafter called TERREMARK) and: Kinetic Systems, Inc. Santa Clara Division 33225 Western Avenue Union City, CA 94587 Tel: (650)675-6000 Fax: (650)675-6180 Craig Kirk Witnesseth, that the subcontractor and TERREMARK agree as follows: ARTICLE I DESCRIPTION OF WORK 1.1 The Subcontractor shall and will provide and install (as applicable) all design services labor materials, tools, supplies, equipment, service, supervision, administration and all things necessary, with workmanship to be of the highest and best quality for the job known as NAP of the Americas Inc. located at the 2nd floor of that certain building known as "Technology Center of the America" at 50 NE 9th Street (see legal description attached) in strict accordance with all codes and regulations of all governmental agencies having jurisdiction and attached exhibits. 1.2 Plans are furnished by Peter Notari, MA as listed in exhibit "I". 1.3 The Work is defined as the complete installation and design of see subcontractor's proposal and letter of intent attached (Exhibit "A") ARTICLE II TIME OF COMPLETION 2.1 The Subcontractor shall complete the several portions and the whole of the Work included in this Contract at or before the times or times hereinafter stated: June 15, 2001 PURSUANT TO TERREMARK'S SCHEDULE, A COPY WHICH IS ATTACHED AS EXHIBIT "K" 2.2 Should the subcontractor in any way cause delay to the progress of the Work so as to cause any damage to Terremark or any damages for which Terremark shall become liable, the Subcontractor shall compensate Terremark therefore. Notwithstanding the foregoing, Subcontractor shall not be liable for loss of use of services or existing property, loss of profits, loss of product or business interruption any special, indirect, incidental. consequential damages arising from, or relating to, Subcontractor's breach therefore. 2.3 The Subcontractor and Terremark shall mutually agree on a progress schedule that will enable Terremark to complete the project within the number of days specified in the Owner/Contractor agreement. Should the Subcontractor delay the progress of the job, he shall be responsible for liquidated damages (as set forth on the Owner/Contractor agreement). Subcontractor shall be liable for liquidated damages only if actual liquidated damages are assessed (see attached Exhibit "H"). 2.4 Updated schedules may be provided from time to time to the subcontractor. It is the Subcontractor's responsibility to secure an updated schedule and abide by it. Subcontractor will not be required to accelerate progress from his original work schedule, unless subcontractor so agrees to the acceleration. 2.5 The following conditions will constitute a delay to the progress: 1. If Subcontractor fails to begin and continue the Work on the specific day that the current progress schedule dictates, or 2. If Subcontractor, in Terremark's opinion, falls behind in the schedule due to, lack of competent personnel, lack of materials, lack of, subcontractor cooperation, etc. 2.6 Terremark may immediately assess liquidated damages and withhold same from subcontractor monthly draw. If liquidated damages are assessed by Owner against Terremark due to a delay caused by subcontractor, Terremark shall have the right to assess subcontractor for the liquidated damages assessed against it by Owner. If no liquidated damages are assessed, all monies withheld will be immediately' refunded to the subcontractor, less any additional general condition costs and/or direct costs of other trades incurred by Terremark due delay. 2.7 Terremark if it deems necessary, may direct the Subcontractor to work overtime. If so instructed by Terremark, Subcontractor will work said overtime, and provided that the Subcontractor is not in default in any of the provision herein, Terremark will pay the Subcontractor for the actual premium on wages paid, at rates which have been approved by Terremark, plus taxes imposed by law on such wage premiums when required to be paid by the Subcontractor. 2.8 If however, the Subcontractor delays the progress of the Work, the Subcontractor shall at its own cost and expense, work such overtime as may be necessary to avoid delay in the completion of the building. 2 ARTICLE III CONTRACT CONSIDERATION 3.1 The sum to be paid by Terremark to the Subcontractor for the Work included in this Contract shall be: ( S 4,237,000.00 ) in current funds, subject to additions and deductions as herein provided, which sums shall include all permits, fees, inspection costs and/or taxes required by any division of Federal, State or local government. See EXHIBIT "B" ("schedule of values") attached hereto and made a part hereof by this reference. 3.2 The Contract Consideration stated herein to be paid to the Subcontractor by Terremark includes all Municipal, State, County and Federal taxes imposed by law and based upon labor performed, materials furnished or services rendered, including, but not limited to, payroll taxes, sales taxes, use taxes levied or assessed against the Owner, or the Contractor, or the Subcontractor arising out of either the acquisition by the Subcontractor or by any of its subcontractors of materials, equipment, or any other kind of personal property, or the furnishing of labor and/or services in connection with the Work. Where the law requires any such tax to be stated and charged separately, the total of all items included within the Work and the added tax shall not exceed the Contract Consideration state herein. 3.3 The parties hereto specifically agree that a condition precedent to all payments to be made by Terremark to Subcontractor, including the final payment, is the payment of corresponding sums to Terremark by the Owner of the job for which Terremark is General Contractor. 3.4 On or before the 20"' day of each month the Subcontractor shall submit to Terremark, in the form required by Terremark, a written requisition for payment (Exhibits A & B) showing the proportionate value of the Work installed to that date, from which shall be deducted a reserve often percent (10%) of the total value of the work completed and stored to date; and all other charges for material or service furnished by Terremark to the Subcontractor. The balance of the amount of said requisition, as approved by Terremark and the Architect, shall be due the Subcontractor on or about the 30th day of the succeeding month (Payment is predicated upon receipt of payment from Owner). The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract, and the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owners' accountants shall be afforded access to, and shall be permitted to audit and copy, the Contractor's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Contract, and the Contractor shall preserve these for a period of one (1) year after final payment, or for such lancer period as may be required by law. With each Application for Payment, the contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the owner or Architect to demonstrate that cash disbursements already made by the contractor on account of the cost of the Work equal or exceed (1) progress payments already received b the Contractor less that portion of those payments attributable to the Contractor's fee. 3 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Con tractor's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser off!) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of Values. 3.5 No payment will be processed until all required submittals have been made by subcontractor and accepted by owner or architect. 3.6 Terremark reserves the right to advance the dates of any payment (including the final payment) under this Contract if, in its sole judgment, it becomes desirable to do so. 3.7 Subcontractor shall furnish, along with last progress draw request, all necessary warranties, product data, manuals, as-built drawings, and other closeout documents as required in the specifications. 3.8 The final payment shall be made after the completion of the Work covered by this Contract and acceptance thereof by Terremark and the Architect, provided all Plans and Specifications have been returned to Terremark by the Subcontractor and also provided the Subcontractor has given to Terremark satisfactory evidence that the premises are free from all liens or other claims chargeable to the premises or the said Subcontractor. 3.9 Prior to final payment, the Subcontractor shall execute and deliver to Terremark, a Conditional Waiver of Liens in a form satisfactory to Terremark, which provides for a General Release upon full payment Subcontractor shall furnish Terremark with all equipment and material warranties. 3.10 If at any time there shall be evidence of any lien or claim for which, if established, Terremark or Owner of said premises might become liable, and which is chargeable to the Subcontractor and/or when damage shall be caused by this Subcontractor to other work, Terremark shall have the right to retain out of any payment then due, or thereafter to become due, an amount sufficient to completely indemnify itself and the Owner for any loss or damage, including legal fees and disbursements, which either may sustain in discharging such lien or claim. 3.11 Should there prove to be any such claim after all payments are made, the Subcontractor shall refund to Terremark all monies that Terremark or 4 the Owner shall pay in discharging such lien on or claim against such premises and al expenses incurred in connection therewith. 3.12 No payment made under this contract shall be conclusive evidence of the performance of this Contract, either wholly or in part, and no payment including final payment shall be construed as acceptance of defective work or improper materials, nor shall entrance and use by the Owner constitute acceptance of the Work hereunder of any part thereof. ARTICLE IV EXTENSION OF TIME 4.1 Should the Subcontractor be delayed in the prosecution or completion of the Work by the act, neglect or default of Terremark or of any person employed by Terremark upon the Project, or by any damage caused by a force majeure event or by an event not within Subcontractor's reasonable control, fire or other casualty or by combined action of the workmen, in no way caused by or resulting from default or collusion on the part of the Subcontractor, or any extraordinary conditions arising out of war government regulations, then the time herein fixed for the completion of the Work shall be extended for a period of time equivalent to the time lost by reason of any or all causes aforesaid, which extended period shall be determined and fixed by Architect, but no such allowance shall be made unless a claim therefore is presented in writing to Terremark within forty-eight hours of commencement of such delay. Such extensions of time shall release and discharge Terremark of and from any claims which the Subcontractor may have on account of any of the aforesaid causes of delay. Further, in the event of a delay caused by any act or omission of Terremark or the Owner. Subcontractor shall be entitled to an adjustment of its contract price to cover the additional cost incurred or labor material and reasonable overhead and profit. ARTICLE V FREIGHT CHARGES & SHIPMENTS 5.1 The Subcontractor in making or ordering shipments shall not consign nor have consigned materials in the name of Terremark. Terremark shall not make payments for charges on shipments made by or to Subcontractor except at its option, in which case the Subcontractor shall reimburse Terremark for such expense, plus a service charge of twenty-five percent (25%) of the amount so paid. 5.2 Terremark shall have the right to designate the carrier or railroad over which all materials required for the Work shall be shipped provided that the Subcontractor's cost is not increased thereby. ARTICLE VI SPECS & GENERAL CONDITIONS 6.1 The Subcontractor assumes for the portion of the Work covered by this Contract, all obligations placed upon Terremark in the General Contract, the Plans, Specifications and General Conditions mentioned in Article I which Contract, Plans, Specifications and General Conditions are hereby made a part hereof. These documents are available at all reasonable times at the offices of Terremark for examination by the Subcontractor. 5 6.2 The dimensions given on the Plans and in the Specifications are approximate only and the Subcontractor shall take such measurements as will insure the proper matching and fitting of the Work covered by this Contract with contiguous work. 6.3 The Subcontractor shall prepare and submit to Terremark such shop drawings as may be required for the complete detailing of the Work. Approval by Terremark and or the Architect will not relieve the Subcontractor of its obligation to perform the Work in strict accordance with the Plans and or Specifications or the proper matching and fitting of the Work with contiguous work. 6.4 Should the proper and accurate performance of the Work included in this Contract depend upon the proper and accurate performance of other work not included in this Contract, the Subcontractor shall use all necessary means to discover any defects in such other work and shall report the said defects in writing to Terremark before proceeding with the Work, and shall allow Terremark a reasonable time to remedy such defects. ARTICLE VII INTERPRETATION OF PLANS & SPECS 7.1 The Work included in this Contract is to be done under the direction and to the satisfaction of both the Design Build Engineer and Terremark, and the decision of the said Architect as to the true construction and meaning of the Plans and Specifications shall be final. Subcontractor will obtain from Terremark such additional information and Plans as may be prepared by the Architect to further describe the Work to be performed by the Subcontractor and the Subcontractor shall conform to and abide by same insofar as they are consistent with the purpose and intent of the Plans and Specification referred to in Article I. Terremark shall reserve the right, from time to time, whether the Work or any part thereof shall or shall not have been completed to make changes, additions and/or omissions in the Work as it may deem necessary, upon written order to the Subcontractor. No such changes, however, shall be made in the Work, except upon written order of Terremark. ARTICLE VIII CHANGE ORDERS, ADDITIONS & DEDUCTIONS 8.1 No alterations except as provided in Articles VI and VII hereof shall be made in the Work covered by this Contract except upon written order of Terremark, and when so made the value of the Work to be added or omitted shall be stated in said order, and the amount added to or deducted from the Contract price. Should the parties hereto be unable to agree as to the value of such work to be added or omitted, the Subcontractor shall proceed under the written order of Terremark, from which order the stated value of the work shall be omitted, and the determination of the value of the Work shall be referred to the Architect whose decision shall be binding upon both parties hereto. Change orders must be submitted and approved by Terremark prior to requesting payment for same. Subcontractor agrees to cooperate to its fullest in pricing any and all change orders which are requested by the general contractor. It is hereby understood that change orders are normal part of most projects and it is crucial to process change orders in a timely fashion. Additionally, the costs of change orders should be in line with the pricing of the original project. Should the 6 subcontractor not respond in accordance with the above mentioned requisites, the contractor, at his discretion may proceed and prepare the change order using his data base for pricing purposes and charge the subcontractor for his time spent in preparing the change order. Additionally, the subcontractor will be expected to implement the change order for the amount that the general contractor has established. Payment for said change order would be in accordance with all payments as outlined in this agreement. ARTICLE IX INSPECTIONS/DEFECTIVE WORK 9.1 The Subcontractor shall provide sufficient, safe, and proper facilities at all times, for the inspection of the Work by Terremark, the Architect or their authorized representatives in the field, at shops, or at any other place where materials required thereunder are in the course of preparation, manufacture, treatment, or storage. The Subcontractor shall, within twenty-four hours after receiving written notice from Terremark to that effect, proceed to take down all portions of the Work, and remove from the premises all material, whether worked or unworked, which the Architect or Terremark shall condemn as unsound or improper, or as in any way failing to conform to the Plans and Specifications and the Subcontractor at is own cost and expense shall make good all work damaged or destroyed thereby and replace all materials removed with proper materials. ARTICLE X FAILURE TO PROSECUTE 10.1 Should the Subcontractor at any time refuse or neglect to supply a sufficiency of skilled workmen or materials of the proper quality and quantity, or fail in any respect to prosecute the Work with promptness and diligence, or cause by any action or omission the stoppage or delay of or interference with the Work of Terremark or of any other subcontractors on the building, or fail in performance of any of the agreements on its part contained herein, or become bankrupt or insolvent or go into liquidation either voluntarily or under an order of a court of competent jurisdiction or make a general assignment for the benefit of creditors or otherwise acknowledge insolvency, Terremark shall be at liberty, after 72 hours written notice to the Subcontractor, mailed or delivered to the last known address of the later, to provide through itself or through others, any such labor or materials, and to deduct the cost thereof from any money due to, and thereafter to become due to, the Subcontractor for said Work and to enter on the premises and take possession, for the purpose of completing the Work included in this Contract, of all materials, tools, equipment and appliances thereon, and to employ any other person or persons to finish the Work, and to provide materials, tools, equipment and appliances thereon, and to employ any other person or persons to finish the Work, and to provide materials therefore, the Subcontractor hereby assigns, transfers and sets over unto Terremark all said materials, tools, equipment and appliances. In case of such termination of the employment of the Subcontractor, the said Subcontractor shall not be entitled to receive any further payment under this Contract until said Work shall be wholly finished, at which time, if the unpaid balance of the amount to be paid by Terremark to the Subcontractor exceeds the expense incurred 7 by Terremark in finishing the Work, such excess shall be paid by Terremark to the Subcontractor. The expense incurred by Terremark shall include the cost of furnishing all materials and labor utilized in of finishing the Work, and any damages incurred through the default of the Subcontractor. 10.2 In connection with any litigation or arbitration arising out of this Agreement, the prevailing party shall be entitled to recover from the other party said prevailing party's reasonable attorney's fees and costs, including attorney's fees and costs for any appellate proceedings. ARTICLE XI LOSS OR DAMAGE TO WORK 11.1 Terremark shall not be responsible for loss or damage to the Work included in this Contract, until after final acceptance of the Work by the Architect and itself nor shall it be responsible for loss or damage to materials, tools, or appliances of the Subcontractor used or to be used in its construction however caused. 11.2 The total value of the property described above as the insurable hereunder and as shown on the approved monthly requisition provided for in Article III, plus the total value of similar property delivered during the month but not included in the aforesaid requisition, as reported by the Subcontractor to Terremark for insurance purposes only, shall determine the total value of the Subcontractor's work, materials and equipment to be insured. 11.3 The maximum liability to the Subcontractor under this insurance shall be for not more than that proportion of any loss which the last reported value of the insured property bore to the actual value of said property at the time of such last report, and in no event for more than the actual loss. 11.4 In the event of a loss insured hereunder, the Subcontractor shall be bound by any adjustment which shall be made between Terremark and/or the Owner and the insurance company or companies. Loss, if any, shall be made payable to Terremark and/or the Owner, as their interest may appear, for the account of whom it may concern. ARTICLE XII CLEANING 12.1 The Subcontractor shall clean and remove from contiguous work any dirt which was caused by the execution of the Work included in this Contract and the Subcontractor shall clean up and remove from the premises all debris caused by the execution of the Work included in this Contract daily. Should the Subcontractor fail to remove its debris daily, Terremark will remove it and charge the cost to the Subcontractor. ARTICLE XIII LAWS & PERMITS 13.1 The Subcontractor shall obtain and pay for all necessary permits and licenses pertaining to the Work and shall comply with all Federal, State and Municipal Laws, ordinances, rules and regulations and with the requirements of the Board of Fire Underwriters, whether provided for by the said Plans, Specifications and General Conditions, or not so provided for, without additional charge or expenses to Terremark, and shall be responsible for any and 8 all corrections of any violations thereof in the Work included in this Contract. The Subcontractor shall indemnify and save harmless Terremark from any and all loss, expense, damage or injury caused or occasioned directly or indirectly by its failure to comply with the provisions of the said laws, ordinances, rules regulations and requirements, and shall at any time upon final demand, furnish to Terremark an affidavit showing such compliance on its part. Subcontractor shall have all construction documents related to the work signed and sealed by a Licensed Florida Registered Engineer. ARTICLE XIV LABOR TO BE EMPLOYED 14.1 The Subcontractor shall not employ men or means which may cause strikes, work stoppage or any disturbances by workmen employed by the Subcontractor, Terremark or other contractors or subcontractors in any Work which is the subject of this Contract or related to or in connection with the location hereinbefore mentioned. The Subcontractor agrees that all disputes as to jurisdiction of trades arising on the job shall be adjusted in accordance with any plan for the settlement of jurisdictional disputes which may be in effect either nationally or in the locality in which the Work is being done, provided that this Agreement shall not be in violation or conflict with any provisions. In the event of Subcontractor's breach of the foregoing, Terremark shall be at liberty, after three days written notice mailed or delivered to the last known address of the Subcontractor, to terminate this Contract or any part thereof or the employment of the Subcontractor for the said Work and Terremark may, for the purpose of completing the Work, enter upon the premises and take possession, in the same manner and upon the same conditions as are described in Article X. ARTICLE XV GOVERNMENT TAXES 15.1 The Subcontractor, for the Contract Price herein provided, hereby accepts and assumes exclusive liability for, and shall hold Terremark harmless against the payment of: 1. All contributions, taxes or premiums which may be payable under the Unemployment Insurance Law of any State or under the Federal Social Security Act, measured upon the payroll of employees, by whomsoever employed, engaged in the performance of the Work included in this Contract. 2. All sales, use or other taxes levied or assessed against the Owner, Terremark or the Subcontractor arising out of the Work, including but not limited to taxes on any kind of building materials, supplies or equipment. ARTICLE XVI PATENTS 16.1 The Subcontractor hereby agrees to indemnify, protect and hold harmless Terremark and/or the Owner form loss or damage and to reimburse Terremark and/or the Owner for any expense, including legal fees and 9 disbursements, to which Terremark and/or the Owner may be put because of litigation on account of infringement or alleged infringement of any letters patent or patent rights by reason of the Work or materials used by the Subcontractor. However, this provision shall not apply to items specifically required by this Agreement, the Contract Documents, the Owner or Terremark. ARTICLE XVII ASSIGNMENT OR TRANSFER 17.1 Neither this Contract nor the monies to become due hereunder shall be assignable without the consent of Terremark and any assignment without such consent in writing shall vest no right of action in the assignee against Terremark. Subcontract shall not sublet the whole or any part of this Subcontract without prior written Consent from Terremark. ARTICLE XVIII TERMINATION OF CONTRACT 18.1 Terremark shall have the right at any time to cancel this Contract and require the Subcontractor to cease work thereon, in which case Terremark shall indemnify the Subcontractor against any damages directly resulting from such cancellation, except that the Subcontractor shall not entitled to prospective profits on work unperformed and/or material unfurnished. ARTICLE XIX GUARANTEE 19.1 Unless a longer period is provided in the Specifications, or General Conditions, the Subcontractor shall repair at its own expense and at the convenience of the Owner immediately, any defect in workmanship or materials discovered within one year from the date of the acceptance of the Work included in this Contract. 19.2 The Subcontractor hereby guarantees the Work to the full extent of the provisions of the Plans, Specifications and General Conditions. 19.3 In any event the Subcontractor shall pay for all damage to the building resulting from defects in the Work and all expenses necessary to remove, replace and/or repair the Work and any other work which may be damaged in removing or repairing the Work. 19.4 Notwithstanding anything in this Agreement to the contrary, the warranties set forth herein are exclusive, and Subcontractor expressly disclaims all other warranties, whether written or implied or statutory. including but not limited to, any warranties of merchantability and fitness for a particular purpose, with respect to the equipment and materials provided hereunder. Subcontractor shall not be liable for any special, indirect, incidental or consequential damages arising from, or relating to this limited warranty or its breach. 10 ARTICLE XX ACCIDENT PREVENTION 20.1 The Subcontractor agrees that the prevention of accidents to workmen engaged in the Work under this Agreement is the responsibility of the Subcontractor. The Subcontractor agrees to comply with all laws, regulations and codes concerning safety standards established during the progress of the Work which Terremark deems unsafe until corrective measures, satisfactory to Terremark, have been taken, and further agrees to make no claim for damages growing out of such stoppages. Should the Subcontractor neglect to adopt such corrective measures, Terremark may perform them and deduct the cost from payments due or to become due the Subcontractor. Failure on the part of Terremark to stop unsafe practices shall in no way, relieve the Subcontractor of its responsibility. 20.2 Subcontractor will take all measures necessary to protect all of their work and/or that work either stored or installed by another trade whether adjacent or not to subcontractor's work, from any damages which may occur, whether incidental or not. Should subcontractor damage or cause damage to any such work, it shall be held responsible under this agreement. ARTICLE XXI LIABILITY FOR DAMAGE & PERSONAL INJURY 21.1 Subcontractor agrees to indemnity and hold harmless Terremark and its agents against claims, damages, bodily injury, or property damage arising out of the Subcontractor's work and to the extent caused by any negligent act or omission of the Subcontractor, its a cents. and its employees. Notwithstanding the foregoing, Subcontractor shall not be liable for loss of use of services, or existing property, loss of profits, loss of product or business interruption any special, indirect, incidental, liquidated or consequential damages arising from, or relating to Subcontractor's breach thereof. ARTICLE XXII BOND 22.1 If required the Subcontractor shall furnish Terremark a payment and performance bond in the amount of $ N/A guaranteeing the faithful performance of the provisions of this Contract, the form and contents of such bond and surety therein satisfactory to Terremark. The said parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby agree to the full performance of the covenants herein contained. ARTICLE XXIII INSURANCE 23.1 Before commencing the work, the Subcontractor shall procure and maintain, at is own expense, until completion and final acceptance of the work, at least the following insurance: LIABILITY INSURANCE 1. Worker's Compensation and Employer's Liability Insurance in accordance with the laws of the State in which the work is situated and including coverage for Federal Acts where applicable. We request 11 $1,000,000.00 or higher coverage on any hazardous operations (such as cranes etc.) 2. Contractor's Public Liability Insurance (including Contractors' Protective Liability Insurance if the Subcontractor sublets to another any portion of the work under this Contract) and automobile Liability with the following minimum coverage (indicated by the X on the appropriate line) and limits schedule herein:

- ---------------------------------------------- ----------------------------------------------------------------------- TYPE OF INSURANCE LIMITS OF LIABILITY IN THOUSANDS - ---------------------------------------------- ----------------------------------------------------------------------- GENERAL LIABILITY EACH OCCURRENCE AGGREGATE ----------------- --------------- --------- o Comprehensive Form Bodily Injury $500,000.00 $500,000.00 o Premises--Operations o Explosion & Collapse Hazard Property Damage $500,000.00 $500,000.00 o Underground Hazard o Products/Completed Operation Bodily Injury & $500,000.00 $500,000.00 Hazard Property Damage o Contractual Insurance Combined o Broad Form Property Damage o Independent Contractors o Personal Injury PERSONAL INJURY Bodily Injury (each person) $500,000.00 $500,000.00 AUTOMOBILE LIABILITY o Comprehensive Form o Owned Bodily Injury(each occurrence) $500,000.00 $500,000.00 o Hired o Non-Owned Property Damage $500,000.00 Bodily Injury & Property ERROR & OMISSIONS $5,000,000.00

Before commencing the work, the Subcontractor shall furnish a certificate from all insurance carriers showing the above insurance is in force, stating policy numbers, dates of expiration, and limits of liability thereunder, and further providing that the insurance will not be cancelled or changed prior to at least (30) days after written notice of such cancellation or change has been mailed to Terremark. If the Subcontractor fails to procure and maintain such Insurance Terremark shall have the right to procure and maintain the said insurance for 12 and in the name of the Subcontractor and the Subcontractor shall pay the cost thereof and shall furnish all necessary information to make effective and maintain such insurance. ARTICLE XXIV LITIGATION & ATTORNEY'S FEES Unless otherwise specified in this contract, any disputes arising out of or as a result of this contract will be governed by the laws of the State of Florida. The prevailing party in any litigation arising out of or as a result of this contract is entitled to be paid for all reasonable attorney's fees and court costs by the losing party. IN WITNESS WHEREOF the parties of these presents have hereto set their hand and seals, as of the day and year first above written. You will please return a fully executed copy of this Contract for our records. Signed in the presence of: TERREMARK TECHNOLOGY CONTRACTORS INC. [ILLEGIBLE] By: [ILLEGIBLE] - -------------------------------- ------------------------------------ Title: Senior Vice President Date: 2-22-2001 SUBCONTRACTOR KINETIC SYSTEMS, INC. Signed in the presence of: PRINT: Michael R. Cables --------------------------------- BY: /s/ Michael R. Cables ------------------------------ [ILLEGIBLE] TITLE: Senior Vice President - -------------------------------- --------------------------------- DATE: 2-19-2001 ----------------------------------- 13 EXHIBIT "C" AFFIDAVIT OF SUBCONTRACTOR, VENDORS AND SUPPLIERS I (Name, Title And Company Name)______________________________________________ Located at ( Address)__________________________________________________________ hereby certify that, under and by virtue of the Contractor/Subcontractor agreement dated the _______day of____, 2001, between (Company) Kinetic Systems, Inc. and TERREMARK TECHNOLOGY CONTRACTORS INC. on the building project known as: (Project Name) NAP OF THE AMERICAS, INC. the following list of subcontractors, material men, vendors and suppliers is the complete and accurate list of those entities or individuals that will be providing goodies or services by or through my company, for the aforementioned project. Respectfully submitted this ______ day of _________,200__. By: ____________________________ Name and Title Sworn to and subscribed before me at __________________________________________ Florida, County of ______________ this __________day of _________, 200 ________ My Commission Expires: ------------------------------ Notary Public State of Florida at Large

- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- NAME ADDRESS PHONE TYPE OF MATERIAL AMOUNT - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ----------------------

EXHIBIT "D" SUBCONTRACTOR'S PAYMENT AFFIDAVIT STATE OF FLORIDA SS: COUNTY OF Before me, (Name and Title), ____________________________________________________, the undersigned authority, personally appeared, who after being duly sworn, deposes and says: He/She is the (Job Title) _____________________ of (Company) __________________ hereinafter call " Subcontractor" As much, he is familiar with the transactions and occurrences between him and his suppliers for materials, labor and services provided for construction at (Project) This affidavit is given to induce payment from the Contractor to the Subcontractor. LIENOR has paid all laborers, materialmen, subcontractors, suppliers, vendors and all other potential lienors of any kind in full for labor, services and materials furnished and performed at the request of LIENOR for the above mentioned construction except the following: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Dated this ______day of ____________,200__ By: ___________________________________ Name and Job Title. Sworn to and subscribed before me at ______________________________ Florida, County of ___________________________________ this ______________day of ____________, 200__ My Commission Expires: --------------------------- Notary Public State of Florida at Large EXHIBIT "E" START WORK ORDER This Start Work Order when properly executed constitutes an integral part of this Contract and authorizes work to begin on the building listed below. The total contract and addenda's are in force on the individual building/project shown below: You are hereby authorized to commence work, under the Contractor/Subcontractor agreement dated the ______day of -between (Company Name) KINETIC SYSTEMS, INC.___ and TERREMARK TECHNOLOGY CONTRACTORS INC. on the following building project. NAP Of the Americas, Inc. Amount: $ 4,237,000.00 - ----------------------------------- Project Name TERREMARK TECHNOLOGY CONTRACTORS INC. BY: ---------------------------------- ------------------------------------- (Company Name) BY: ---------------------------------- (Name and Title) EXHIBIT "F" SUBSTRATE LETTER DATE: TO: KINETIC SYSTEMS, INC. --------------------- (Company Name) REF.: NAP of the Americas. Inc. (Project Name) Gentlemen: In order to eliminate the possibility of substandard work by you, we are advising you to examine all substrate conditions prior to the starting and continuing of your work. Particular attention should be paid to the plumb and level of surfaces the accuracy of openings, and proper surface finishes. If you start and continue your work, we will consider this as your acceptance of substrate conditions, and will expect your work to be done in a proper and workmanlike manner. TERREMARK TECHNOLOGY CONTRACTORS INC. EXHIBIT "G" TO CONTRACTOR/SUBCONTRACTOR AGREEMENT SUBCONTRACTOR SHALL SUBMIT THE FOLLOWING: 1. CERTIFICATE OF INSURANCE Subcontractor's Certificate of Insurance showing proper coverage (liability and workmen's compensation) showing TERREMARK TECHNOLOGY CONTRACTORS INC. as ADDITIONAL INSURED FOR LIABILITY on said project, and our project name must be furnished in the name of TERREMARK TECHNOLOGY CONTRACTORS INC., at the time of signing contract with Terremark. 2. SCHEDULE OF VALUES Subcontractor must furnish with the execution of contract with Terremark, a schedule of values, (Exhibit "B") acceptable to Terremark, showing a complete breakdown of all aspects of the scope of work covered under your contract with Terremark with dollar amounts. 3. AFFIDAVIT Subcontractor must submit Affidavit of Subcontractors vendors and/or Suppliers (Exhibit "C"). This affidavit must be completed, notarized and returned to Terremark's office before first requisition or billing. 4. BUILDER'S RISK INSURANCE The Owner will provide the required Builder's Risk Coverage and Subcontractor is responsible for any and all deductibles for this coverage on a per occurrence basis. 5. SUBCONTRACTOR INVOICING All draw requisitions are to be submitted by the 25"' day of each month and delivered to the Contractor's main office. Any draw requisitions received after the 10"' day of the month will not be processed for that months draw. Prior to the Subcontractor making out the draw request, the Subcontractor is required to discuss with the Contractor's Project Manager percentage of completion and projected percentage of completion. All draw requisitions must be filled out and signed on Contractor's draw request form (Exhibit "A") Prior to any payments, subcontractor shall submit: 1. A fully executed release of lien, current through last day of requested payment period. 2. ALL releases of lien for "outside" materials, and labor, fully executed and current through last day of requested payment period. 3. Fully executed affidavit (Exhibit "D") 4. Updated schedule of values (Exhibit "B") 6. SPECIAL REQUIREMENTS Subcontractor will not allow himself or anyone of his employees to bring on the job site any form of drugs or alcohol or come on to the site under the influence of drugs or alcohol. If a Subcontractor or anyone of its employees violates this clause a $ 500.00 fine will be imposed per incident and deducted from the Contract amount. And/or at the Contractor or Contractor's representatives option, the person or persons violating this clause will be ejected from the job site. 7. JOB MEETINGS Subcontractor shall make himself or his on-site Project Superintendent readily available Monday-Friday, 7:00 am -- 3:30 pm excluding all holidays, for the purpose of: a. Periodic project meetings. NOTE: At this times, there may be multi-trade inspection/meetings. b. Inspecting Subcontractors scope of work. c. Coordinating the Work with the work of all other trades. If the Subcontractor violates this clause, a $ 200.00 fine will be imposed per incident and deducted from the Contract amount. Work is to be done in accordance with SFBC, OSHA, Safety and Health Standards (2207-1985), and all latest revisions and addenda's by OSHA, also any or all governing authorities / regulations. Any cost to do so to be paid by Subcontractor. 8. ONSITE MOBILIZATION Site construction or storage trailer to be approved by Terremark. 9. NOTICE TO OWNER Any notice to Owner received shall be handled in one of the following manners: a. A joint check shall be issued to Subcontractor and noticing material or labor supplier b. At time of issuance of check, noticer must supply release of lien. 10. PAYMENT SCHEDULE Payment shall be made as detailed on the contract Documents. The schedule is for informational purposes only and "Start Work Order" issued, SEE EXHIBIT "E", is the ultimate controlling instrument to complete the Contract Documents. 11. ADDITIONAL WORK BY SUBCONTRACTOR a. Subcontractor shall supply at his own cost, if required, temporary power, lighting and water. b. Back fill of all disturbed earth by Subcontractor must be restored to original condition. 2 c. All material and equipment supplied by Subcontractor must be previously approved by Contractor before usage. d. Materials and equipment shall be kept in a clean and orderly condition at all times while the job is in progress. e. Subcontractor shall supply and install all "backing" needed to perform his scope of work. 12. ORAL MODIFICATION Of agreement of the Contract Documents shall no force or effect. 13. INSPECTIONS It shall be the duty of the Subcontractor to arrange for any inspections necessary for the scope of work with the Local Building Department and to have an authorized representative of such Subcontractor at the jobsite at time set for such inspections, have the equipment required for the inspector to perform such inspections and to notify the General Contractor of the date and time of said inspections. 14. LATE DELIVERY DAMAGES In the event Subcontractor does not deliver materials in a timely fashion pursuant to Terremark's schedule, subcontractor will be assessed liquidated damages for construction delays as a result of Subcontractor's failure to adhere to Terremark's schedule provided to Subcontractor. 15. LISTS OF PLANS SEE EXHIBIT J I HEREBY CERTIFY that I have been furnished a copy of the whole plans and specifications in their entirety for my review. FURTHER, I HEREBY CERTIFY that I have read the said Specifications and/or Plans, understand them and will incorporate the requirements therein contained into the scope of work outlined in this contract. FURTHER, I HEREBY CERTIFY that I have visited the site at which the work will be performed and familiarized myself with all conditions that could in any way affect the performance of the work included in this contract. Addenda (if any) accepted by _______________ by:_____________________ Company Name 3 EXHIBIT "H" THE CONTRACTOR MAY NOT ASSIGN ITS RIGHTS UNDER THIS CONTRACT 1. CHANGE ORDERS. (a) No changes in the Work shall be made by the Contractor except pursuant to written change order. With each request for a change order, the Contractor will submit worksheets and detailed breakdowns showing the number of units and unit costs. Change orders will not result in additional time or an extension of time unless (i) the change order specifies the amount of the extension of time with detailed backup and (ii) the change order affects the construction schedule and: (iii) the Owner accepts the request for Change Order in writing. (b) Any claims for "extra work" performed by the Contractor must be evidenced by prior written approval from the Owner and the Architect. The Owner shall not be responsible for the payment of any "extra work" performed by the Contractor where said prior written approval has not been obtained or in the event said additional work is requested by the respective tenants of the site under construction. Any additional work to be performed at the request of the tenants will require the approval of the Owner and shall be treated either as a Change Order or, with the Owner's approval, by separate agreement with the tenant. 2. All testing services required by the Work or in the Bid Documents shall be by the Owner. Contractor shall be responsible for coordination, ordering, and timing of required testing services. Contractor shall be responsible for the cost of any additional tests or re-testing resulting from mistakes or deficiencies in the Contractor's Work. 3. OWNER'S REPRESENTATIVES. One or more representatives of the Owner shall be allowed but not required to be on the site at all times, although this shall not release the Contractor of any of its responsibilities. 4. OVERTIME WORK. If, in order to expedite completion on the Work, the Owner, for reasons other than default by the Contractor, requires the Contractor to work overtime, the Contractor agrees to work such overtime and the Owner shall pay the Contractor therefore only the Contractor's extra labor cost over the rate for regular time during the period of such overtime, including additional insurance and taxes incurred by the Contractor with respect thereto plus the Contractor's fee and lost efficiency costs if overtime becomes continual. Time slips covering such overtime must be submitted to the Owner for approval. However, if the Contractor has delayed the progress of the Work, as evidenced by a failure to comply with the critical path schedule agreed to by the parties, then the Contractor, if requested by the Owner or the Architect, shall employ such overtime labor as shall insure that the Work will be completed in accordance with Contract Article 3 and as may be necessary to keep abreast of the general progress of such other job site work, and in either such event the cost of such overtime shall be done entirely by the Contractor and there shall be no Contractor fee associated therewith. 5. WARRANTIES. All guarantees and warranties of material and workmanship in favor of the Contractor shall be assigned to the Owner on or before completion of the Work. The Work shall not be considered complete unless and until at Work requiring inspection by governmental authorities has been duly inspected and given final, unconditional approvals by such authorities and by the applicable board of fire underwriters. If the Certificate of Substantial Completion indicates that certain portions of the Work is substantially completed, there shall be retained from the final payment 100% of the estimate of the cost of the Work to be completed, as reasonably assessed by the Architect; such retainage shall be payable upon the Architect's certificate that all such uncompleted work has been completed. Contractor and its subcontractors must warranty all work for no less than one year from date of Substantial Completion. Warranties for all HVAC equipment must be for a period of no less than five (5) years on parts, five (5) years on labor or greater based on Manufacturers Warranty. Warranties for all roofing system and materials must cover a period of no less than ten (10) years. Should the Owner decide to sell the property all warranties must be transferable/assignable for the duration of the warranty period. Contractor shall provide two (2) copies of all warranties at the time of Substantial Completion. 6. NOTICES. For all purposes of the Contract, the addresses of the parties shall be as follows (until changed by written notice given in accordance herewith): Contractor: Terremark Technology Contractors, Inc. 6348 Manor Lane Miami, Florida 33143 Tel: (305)662-1973 Fax: (305)665-3018 Vinson P. Richter-- Senior Vice President Owner: NAP of the Americas 2601 S. Bayshore Drive, 9th Floor Coconut Grove, Florida 33133 Tel: (305)856-3200 Fax: (305)856-8190 Greg Lopez Notices, consents, approvals and other communications shall be effective only if given by registered or certified mail, return receipt requested, overnight delivery, hand delivery or facsimile. All correspondence from the Contractor to the Architect, and from the Architect to the Contractor shall be simultaneously copied to the Owner. 7. LIQUIDATED DAMAGES. The Contractor acknowledges that (a) its agreement to commence and complete the Work in accordance with Article (2) of the Contract for Construction is a material inducement for the Owner to enter into Contract, and (b) if the Work is not completed in accordance with said Article, the Owner will thereby suffer substantial monetary loss. The Contractor will be allowed a ten (10) day grace period beyond the Contract Time prior to commencement of Liquidated Damages. The Contractor thus agrees that if Substantial Completion (as defined in Article 41 of this addendum) shall not be obtained within 180 days from 2 the date of Commencement hereof; the Contractor shall daily pay to the Owner the sum of $1,000.00 for each full or partial day beyond the 180 days after the Date of Commencement (subject to delays for force majeure, or time extensions pursuant to the Contract Documents) in which Substantial Completion has not occurred. Any sums required to be paid to the Owner pursuant to this Article may, at the Owner's option, be deducted from any payment otherwise required to be made to the Contractor. It is specifically acknowledged and agreed that the provisions of this Article do not constitute a penalty but are, rather, intended to compensate the Owner for the monetary loss which it will suffer if the Work is not completed as and when required by Article 2 of the Contract for Construction (AlA A 107-1997 (Revised)). 8. JURISDICTION: VENUE: LAWS: The Contract shall be deemed to have been made in the State of Florida and shall be construed in accordance with the laws of the state. All actions or proceedings relating, directly or indirectly, to the Contract shall be instituted and conducted only in Dade County, Florida. The Contractor hereby submits to the jurisdiction of any state or federal court located within such county. 9. COMPLIANCE WITH LAWS. The Contractor agrees to perform the Work in accordance with all applicable governmental requirements. 10. CORRECTIVE WORK. Following substantial completion of the Work, any corrective Work done by or for the Contractor shall be performed at times other than the regular business hours of the Owner and the Owner's tenants unless agreed to by Owner or Owner's tenant. 11. SUBCONTRACTS: Contractor shall furnish to Owner a list of the substantial subcontractors and their qualifications, and Owner shall have a right of reasonable approval of such subcontractors. In the event Owner vetoes any subcontractor, if the replacement subcontractor's bid is higher, the difference will be added to the Contract Sum. 12. ATTORNEYS' FEES. In the event of any litigation or arbitration between the Owner and the Contractor concerning the enforcement of any of the terms or conditions of the Contract Documents, the prevailing party shall be entitled to recover from the other party all costs and reasonable attorneys' and legal assistants' fees incurred in regard thereto, through all (if any) appeals and in bankruptcy. 13. CHANGE ORDERS. (a) CONTRACTOR'S FEE. For change orders resulting from scope changes directed and ordered by the Owner, the Contractor will be entitled to the following fee structure: Work performed be Contractor 15% Work performed by subcontractors exclusive of mechanical work 5% Work performed by mechanical trades 5% 3 (b) SUBCONTRACTOR MARKUP. The maximum subcontractor markup for change and profit, is as follows. 8% For their work 8% For any other work, materials and supplies 14. COMPLIANCE WITH PLANS. After final Drawings and Specifications are completed and building permits issued, the Contractor will build the Project in accordance with the Drawings and Specifications. Notwithstanding anything to the contrary in the Contract Documents, any gaps in the Drawings and Specifications or matters which were not shown on the Drawings and Specifications, which Contractor knew were necessary to complete the Project, shall not be the subject of a change order and shall not increase the Contract Sum unless same were the result of additions to the Drawings and Specifications require to obtain building permits or governmental approval of the Project. 15. TITLE TO EQUIPMENT MACHINERY. Title to all equipment and materials shall pass to Owner upon payment therefor, and Contractor shall prepare and execute all documents necessary to effect and perfect such transfer of title. 16. OWNER WITHHOLDING PAYMENTS. In addition to the Owner's right to withhold from payments as provided in the Contract Documents, Owner shall be entitled to withhold a reasonable amount from payments to protect its interests hereunder if any one or more of the following conditions exits. (a) Contractor is in default of any of its obligations hereunder or otherwise is in default under any of the Contract Document; or (b) Any part of such payment is attributable to Work which is defective or not performed in accordance with the Drawings and Specifications; provided, however, such payment shall be made as to the part thereof attribute to Work is performed in accordance with the Drawing and Specifications and is not defective. 4 EXHIBIT A January 4, 2001 Edward Jacobsen Terremark 2601 S. Bayshore Drive, 9th Floor Coconut Grove, Fl. 33133 Reference: Nap of the Americas-- Data Center Miami, Florida HVAC, GMP#3 120,300 ft(2) 2nd Floor Shell Plans dated 12i7/00 for permit Design criteria 10/30/00 Dear Ed: We are pleased to provide a Design/Build Proposal for the project referenced above. Our Proposal includes all labor, materials, equipment, supervision and permits associated with the HVAC Scope of Work for the tenant improvement work at the 2nd Floor. Based on 60-watts/sq. ft. Heat Load. OUR PROPOSAL SPECIFICALLY INCLUDES: 1. (45) 40 Ton computer room AHU units with seismic stands 2. NEBB Certified Air Balance Air[Water far TI work by KMS 3. Start-up, One Year Warranty, system commissioning by RMS 4. Vibration Isolation-- 2" 5. Insulation Pipe/Duct 6. Ductwork per SMACNA standards for make up air 7. Containment trays for units/pipe 8. Dampers -- Fire/Smoke at Shafts -- No Wiring 9. 5 Year Warranty on Parts/Labor 10. Rigging 11. Generator Exhaust 12. Engineering Drawings for HVAC/Plumbing 13. (4) 400 Ton air cooled chillers at roof 1 EXHIBIT A 14. Chilled Water Piping Type L under 2' welded sch 10304 SS over 3" 15. Ventilation as required by Title 24 for TI space 16. Condensate Piping to receptors by shell contractor 17. Smoke Detectors--AC UNITS and FD/SD ONLY, no wiring, no alarms, etc. 18. Leak detection for HVAC 19. Make up water for humidifiers 20. (5) CHWP's at roof on skids 21. 10" Chilled Water Risers 22. DUG Controls Andover or Robert Shaw or equal 23. Rooftop cooling tar back up system 1,600 tons (see item `14) 24. Field supervision project management 25. Louvers for TI work 26. Grills, diffusers, heat pumps for common 2nd Floor area. EXCLUSIONS: 1. Overtime 2. Electrical and Starters except when provided as a part of the packaged equipment 3. Paint 4. Lighting Controls 5. Framing 6. Temporary Services (power, water, lights, exhaust, heating, cooling) 7. Roof Screens 8. Structural Calculations or Work 9. Liquidated Damages, Consequential damages 10. Fire Alarm Wiring (Smoke Detectors for Remote FD/SD!AIl FD/SD Wiring) 11. Roofing, Cut/Patch 2 EXHIBIT A 12. Sleepers 13. Leveling of curbs, sheet rock lining at bottom of curb 14. Concrete work 15. Fire Sprinklers, all fire protection, pre action systems etc. 16. Restroom Cores, plumbing, HVAC 17. Use Fees 18. Debris Boxes 19. CO Detection System 20. Parking Fees for Staff 21. Storm Systems, Site Work 22. Gas/Water Meters 23. Freight Elevator! Use Fees 24. Filter Changes 25. Shell HVAC/Plumbing 26. Diesel Fuel oil system 27. Garage exhaust 28. Perf. panels at raised floor 29. 30" Chilled water to building by FPL 30. HX and piping by FPL 31. Disposal or remediation of hazardous materials Based on the aforementioned we offer the GMP Pricing Al.HVAC FOR THE SUM OF (incl. 100K design fee) $4,324,000.00 A2.Add for Bond Fee .8% Schedule: Design 11/1-12/1 for permits Construction: Start 1/2/01-6/15/01 A3.Lease option for major mechanical equipment (Alt Proposal) outside of KSI Contract A4.Deduct for 12" carbon steel CHW mains ($87,000.00) 3 EXHIBIT A AS.Overtime allowance recommended at $100,000.00 and Terms: Net 30, 10% Retention. Quote Valid for 60 days. ATTACHMENTS: Fee Schedule Please feel tree to give me a call should you have any questions, I can be reached at (650) 675-6182, Fax (650) 615-5186. Sincerely, Craig Kirk VP Operations Northern California cc: Job file 4 EXHIBIT A [TERREMARK LETTERHEAD] Saturday, November 15, 2000 Mr. Craig Kirk Kinetics Mechanical Service 2805 Mission College Santa Clara, CA 95054 RE: APPROVAL LETTER NO. AL-002 REV X 2 TerreNAP Dear Mr. Kirk, We are pleased to inform you that we intend on awarding a subcontract agreement to Kinetics for the HVAC Design/Build scope and the plumbing design only on the project. The value of this subcontract is: - - Design fee for the HVAC and plumbing of one hundred thousand dollars ($100,000.00). Signed and sealed permit plans to be provided in accordance with the attached schedule. - - "Not to exceed" GMP cost for the HVAC scope of the work is four million five hundred seventy-three thousand eight hundred thirty-eight dollars. Attached please find the following exhibits: - - Proposal from Kinetics "Exhibit A" dated 10/30/00 with Revised GMP Cost Analysis dated 11-3-00 - - Scope of work "Exhibit B" - - Project schedule labeled "Exhibit C - - Sample union labor rates from Local 725 Miami "Exhibit D" Additional Terms and Conditions: - - Kinetics to provide a detailed line item breakdown, with multiple bids from all sub-subcontractors and supply men for non self-performed work, of all costs associated with the project for the purpose of determining the GMP, on or before 21 days from issuance of ______________ plans - - Upon acceptance of the GMP by the owner, any savings will inure 75% to the owner and 25% to subcontractor 5 - - All payments are to be net 45 days with no penalty or interest until the 60th day. - - Any and all overtime and premiums required to meet the project schedule is included. - - Permit plans are required by November 30, 2000. - - Project completion is to be achieved on or before June 30, 2000 with a penalty/incentive clause to be agreed upon within 21 days. - - No binding contract will exist or be inferred until a complete written agreement has been negotiated and executed (__________________________) except that we understand Kinetics will begin design work based upon this letter and we agree to pay for all such work as stated above. 6 EXHIBIT A October 30, 2000 Edward Jacobsen Terremark 2601 S. Bayshore Drive, 9th Floor Coconut Grove, FL 33133 Re: Nap of the Americas -- Data Center Miami, Florida HVAC -- Budget 1 120,000 ft2 2nd Floor Shell Plans dated 7/31/00 permit Design criteria 10/30/00 Dear Ed: We are pleased to provide a Design/Build Proposal for the project referenced above. Our Proposal includes all labor, materials, equipment, supervision and permits associated with the HVAC Scope of Work for the tenant improvements work at the 2nd Floor. Based on 60-watts/sq. ft. Heat Load. OUR PROPOSAL SPECIFICALLY INCLUDES: 1. (65) 26 Ton computer room units with seismic stands 2. NEBB Certified Air Balance Air/Water for TI work 3. Start-up, One Year Warranty, system commissioning 4. Vibration Isolation 5. Insulation Pipe/Duet 6. Ductwork per SMACNA standards for make up air 7. Containment trays for units/pipe 8. Dampers -- Fire/Smoke at Shafts -- No Wiring 9. 1 Year Warranty on Parts/Labor 10. Rigging 11. Generator Exhaust 12. Engineering Drawings for HVAC/Plumbing 13. (4) 400 Ton air cooled chillers at roof 14. Chilled Water Piping Type L under 2" welded sch 10304 SS over 3" 7 EXHIBIT A 15. ventilation as required by Title 24 for T space 16. Condensate Piping to receptors by shell contractor 17. Smoke Detectors-- AC UNITS and FD/SD ONLY, no wiring, no alarms, etc. 18. Leak detection for HVAC. 8 EXHIBIT A COST ANALYSIS November 3, 2000 I. MONTY'S--DATA (10-15 Sites) a. Average Mechanical = $73/sq.ft. (Tier 1) Seattle, San Jose, Phoenix, Texas b. Miami = Tier 2 city Approximately 10% less from Tier 1 = .9 x $473/sq. ft. = $65-66/sq.ft c. 120,310 sq. ft. @ $65 = $7.8 mil II. COMPARISON FROM THERMAL/GREG-- GROSS CHECK a. 4200/tons 1600 tons = $6.7 mil b. Add stainless steel pipe = 250k c. Engineering = 100k d. CM of HVAC = 50k e. KSI union vs. non-union = 670k f. KSI site staff/supervision = 200k - ------------------------------------------------------------------------------- Total = $7.9 mil III. KSI-PROPOSES a. 8 million GMP (based on fees and labor rates) 15% b. all savings to Terremark Worldwide Inc. c. Lease option (approximately 2.5 million) 9 SAFETY GUIDE FOR SUBCONTRACTORS EMPLOYEES Terremark Technology Contractors, Inc.'s commitment to Safety is total. Management, Supervisors, and the individuals who comprise the work force of the organization have a primary responsibility to effectively build each Project in accordance with the Highest Safety and Health Standards. It is the objective of Terremark Technology Contractors, Inc. to establish and maintain a Safe, Healthy, Drug Free, Working Environment for ALL EMPLOYEES. Employees of Subcontractors, Suppliers, and other third parties, while on Company Property and in the performance of their work, shall comply with all Safety and Health Regulations established by Local, State and Federal Agencies and all Safety Rules and Policies established by Terremark Technology Contractors, Inc. Any such employee found in violation of Safety Rules or Policies will be removed from Company Property and barred from working on any Terremark Technology Contractors, Inc. Project. A. EACH SUBCONTRACTOR, WHILE WORKING ON THIS PROJECT SHALL APPOINT A COMPETENT PERSON. 1926.32(f) Competent Person means one who is capable of identifying existing and predicable hazards in the surroundings or working conditions which are unsanitary, hazardous, or dangerous to employees, and who has authorization to take prompt corrective measures to eliminate them.) The Subcontractor will appoint a Safety Representative who can be a Superintendent or a Foreman whose safety responsibilities shall be as follows: 1. Instruct workers under his supervision in Safe Work Practices and Work Methods at the time workers are given Work Assignments. 2. Take immediate action to correct Unsafe Practices and/or Conditions when discovered. 3. Supply and Enforce the use of Proper Personal Protective Equipment and Suitable Tools for his workers. 4. Attend Supervisory Safety Meetings scheduled by Terremark Technology Contractors, Inc. 5. Conduct Weekly "Tool Box" Meetings with his workers to: a. Discuss observed Unsafe Work Practices and conditions. b. Review the accident experience of his crew and discuss correction of the accident causes. 6. Post Terremark Technology Contractors, Inc. Work Rules on Project bulletin board. 7. Immediately notify Terremark Technology Contractors, Inc. of any existing hazardous condition(s) that the workers under his supervision may be exposed to that the Subcontractor: 1 of 10 a. Did not create. b. Does not have the responsibility or the authority to have the hazard corrected. c. Does not have the ability to correct or remove the hazard. 8. Complete Terremark Technology Contractor's, Inc. Multi-employer Work Site Notice of Hazardous Condition. B. FIRST AID AND MEDICAL TREATMENT. Subcontractor Shall: 1. Designate an employee who has a valid certificate in first aid. training to render first aid at the Job Site. 2. Provide a first aid kit to be maintained at each Job Site in a weatherproof container with individual sealed packages for each type of item. The contents of the First Aid Kit shall be checked at least weekly to ensure that the expended items are replaced. 3. Provide a vehicle for prompt transportation of an injured employee to a physician or hospital. 4. In the event of an accident resulting in an injury: a. See that prompt First Aid is administered to injured employee(s). b. Make a complete investigation of the accident to determine the facts necessary to take corrective action to prevent a recurrence. c. Forward a copy of the Accident Investigation Report to Terremark Technology Contractors, Inc.'s Project Manager which shall to include all State, Insurance and Medical Reports. The Subcontractors' Safety Representative/Foreman shall review with their workers the Project "Safety Rules for Employees" prior to commencing Work on the Project and/or at the time of hire. SAFETY RULES FOR EMPLOYEES All Employees have a Safety Responsibility to themselves and to the fellow workers around them. These Safety Rules apply to all employees on all Jobs. Special additional Rules may be established by your Superintendent or Foreman. 1. REPORT UNSAFE CONDITIONS OR UNSAFE ACTS to your Foreman for correction. 2. REPORT ALL INJURIES REGARDLESS OF HOW SLIGHT TO YOUR FOREMAN. The Superintendent must be notified before any employee sees a doctor concerning a Job related injury except in an extreme emergency. 3. HORSEPLAY on the Job is prohibited. 2 of 10 4. HARD HATS shall be worn by EVERYONE on the Job at All times except when otherwise instructed by the Superintendent. 5. SAFETY SHOES are encouraged. Sturdy, Heavy-duty Work Shoes are required. Canvas and loafer type shoes are NOT to be worn. 6. WORK GLOVES shall be worn when handling rough edge or abrasive material when the work subjects hands to lacerations, puncturing or burns. Other hand protection may be designated by the Job Superintendent or Foreman. 7. SAFETY GOGGLES shall be worn when sledging, hammering and sawing on metal or concrete, chipping, welding, burning, cutting, minding, working in dusty places, handling of acids, peening, cleaning walls or other operations where eye injuries may result. (NEVER WATCH WELDING WITHOUT PROPER EYE PROTECTION.) 8. Ear Protection in the form of ear muffs or approved ear plugs will be worn on all high-noise level jobs as directed. Cotton or waste will not be used as ear plugs. 9. employees working around moving equipment are required to wear safe clothing. Employees are also cautioned about the danger of loose clothing, rings, bracelets and jewelry around moving equipment. SHIRTS ARE TO BE WORN BY ALL EMPLOYEES AT ALL TIMES. Shorts are prohibited. 10. USE OF GASOLINE IS PROHIBITED FOR CLEANING equipment or tools or for starting fires. Small quantities of gasoline may be transported only in approved safety containers. Gasoline engines must be shut off when refueling. 11. UNSAFE TOOLS, defective or frayed electrical cords and unguarded machinery should be reported to your foreman. 12. "NO SMOKING" rules MUST be observed in posted areas. 13. TAMPERING with or unauthorized removal of FIRE EXTINGUISHERS from assigned locations is prohibited. 14. RIDING OF ANY CONSTRUCTION EQUIPMENT EXCEPT BY OPERATOR or maintenance personnel is prohibited. This includes the material hoists. 15. GETTING ON OR OFF A VEHICLE OR EQUIPMENT WHILE IN MOTION IS PROHIBITED. 16. The OPERATION OF ANY COMPANY EQUIPMENT WITHOUT PROPER AUTHORIZATION IS PROHIBITED. 17. SEAT BELTS shall be worn in all moving vehicles when so equipped. 18. Cranes, Backhoes or other EQUIPMENT WITH BOOMS MUST BE OPERATED WITH CAUTION AROUND POWER LINES. Consult your foreman for safe operation procedures. 3 of 10 19. No employee shall operate any machinery, equipment or tool unless he has been properly instructed in its use and is thoroughly familiar with all details of its operation. 20. No employee shall work under lifted loads. EQUIPMENT OPERATORS SHALL AVOID CARRYING LOADS OVER EMPLOYEES. 21. Defective or unsecured ladders should be reported to your foreman. 22. Do not go up or down a ladder without the free use of both hands. If material or tools have to be handled, use a rope to lift or lower them. Always face ladder at the landing. Never use a step ladder as a straight ladder. Never stand on the top step of a step ladder. 23. ALL MACHINE GUARDS shall be kept in place while machinery is in operation. Tampering with Machine Guards is prohibited and any removal requires the. prior approval of a responsible supervisor. All Guards are to be promptly replaced after the repair work that necessitated the removal has been completed. 24. HAND TOOLS SHALL NOT BE USED FOR ANY OTHER PURPOSE THAN THAT INTENDED. All damaged tools or worn parts should be reported to the Foreman for replacement or repair. 25. TOOLS AND OTHER OBJECTS SHOULD NOT BE LEFT ON SCAFFOLDS, LADDERS OR OVERHEAD WORKING SURFACES. 26. ELECTRIC POWER OPERATED TOOLS SHALL BE PROPERLY GROUNDED before being put into operation. 27. KNOW THE CORRECT WAY TO LIFT HEAVY OBJECTS and get help if needed. (Secure footing, firm grip, back straight, lift with legs.) 28. ACETYLENE, OXYGEN OR OTHER GAS CYLINDERS ARE TO BE STORED IN UPRIGHT POSITION, secured by tying or blocking into position. 29. NO EMPLOYEE SHALL REMOVE A COVER OR ALTER A TEMPORARY GUARDRAIL, HANDRAIL OR FLOOR OPENING COVER without specific authority. 30. EMPLOYEES are not permitted to use or possess any intoxicants or drugs on Company Property or to be under the influence of any intoxicants or drugs while on the job. ANY EMPLOYEE FOUND INTOXICATED OR UNDER THE INFLUENCE OF DRUGS WHILE ON DUTY SHALL BE TERMINATED IMMEDIATELY. 31. TOOLS, EQUIPMENT, MACHINERY AND WORK AREAS ARE TO BE MAINTAINED IN A CLEAN AND SAFE MANNER. 32. NAILS ARE TO BE IMMEDIATELY REMOVED FROM DISASSEMBLED LUMBER as the lumber is disassembled. 4 of 10 33. NO EMPLOYEE SHALL WORK ON SCAFFOLDING HIGHER THAN TEN FEET WITHOUT PROPER GUARD RAILS, TOE BOARDS AND PROPER FLOORING except when proper precautions, such as lifelines with harnesses, barricades, etc., have otherwise been made. Scaffold platforms should be at least forty-eight inches (48") wide when possible. All scaffolding is to be cross braced on both sides at every stage. All scaffold structure and brace members are to be straight and without defects. 34. UNSTABLE OBJECTS such as barrels, boxes, loose bricks or concrete blocks SHALL NOT BE USED TO SUPPORT SCAFFOLDING OR PLANKS. 35. EXPLOSIVES AND DETONATORS ARE TO BE HANDLED BY AUTHORIZED EMPLOYEES. Special precautions are necessary and only experienced personnel are to be utilized. 36. GOOD HOUSEKEEPING practices ARE REQUIRED OF ALL EMPLOYEES. 37. COMMON SENSE, HEALTH AND SANITATION RULES MUST BE OBSERVED for the welfare and consideration of other employees. 38. GLASS BOTTLES ARE NOT PERMITTED on the job site. 39. ALL EMPLOYEES ARE REQUIRED TO REMAIN ON THE SITE DURING WORKING HOURS. No employees are permitted to leave the Site except to pursue company business. 40. ANY QUESTIONS REGARDING SAFETY OR SAFETY EQUIPMENT SHOULD BE DIRECTED TO SUPERVISION. 41. WILLFUL VIOLATION of these or other Safety Rules of the Project will be CAUSE FOR DISMISSAL. 5 of 10 TERREMARK TECHNOLOGY CONTRACTORS. INC. POLICY ILLEGAL DRUGS, SUBSTANCES AND PROHIBITED ITEMS To help insure a safe, Healthy, Efficient and Productive working Environment, Terremark Technology Contractors, Inc., has adopted a policy to prohibit the use, possession, sale, distribution, concealment and transportation of any prohibited item and substance on Company Property as defined in the attached Drug, Alcohol and Other Prohibited items Policy. The Policy enforcement program involves reasonable searches of all persons, their personal effects, including vehicles, while working or present on Company Property. These searches may include the use of scent-trained dogs and taking of urine and/or blood samples for drug testing and analysis. A copy of said Policy is attached and sets forth "Company Premises" and "Company Property". Items and substances which are prohibited and are covered by said Policy, penalties for violation of said Policy, involvement of law enforcement authorities, and the responsibilities of your employees while on Company Property. As a Subcontractor/Supplier Employer, you will be immediately notified of refusal by any of your employees to consent to a search or an urine and/or blood screening test, or to cooperate fully with this Policy. Should any of your employees be found in violation of this Policy, they will be subject to immediate removal from Company property. Violation of this Policy by your employees may also cause cancellation of the Contract between the Company, and may result in your losing the right to do business with the Company. Attached is a Subcontractor/Supplier Employee Acknowledgement Form to be signed and returned by all Employees. Subcontractors/Suppliers are to control this item. You should inform your employees that this Policy is in effect. New employees should be informed of this Policy at time of hire. POLICY In order to assist in maintaining a Safe, Healthy Working Environment for all Employees, to protect Company Property and assets, and to insure efficient operations, Company has established a policy regarding illegal drugs, substances and prohibited items. COMPANY PROPERTY/PREMISES For purposes of this Policy, the terms "Company Property" or "Company Premises" are used in their broadest sense and include all property, facilities, land, offices, living quarters, buildings, structures, fixtures, installations, trailers, equipment, boats, vessels, barges, aircraft, automobiles, trucks, all other vehicles, and parking areas, whether owned, leased, used or under the control and scope of Company Employment. 6 of 10 PROHIBITED ITEMS The use of, possession, promotion or sale of the following items or substances are strictly prohibited and are grounds for dismissal: 1. Illegal Drugs and/or Controlled Substances 2. Unauthorized Alcoholic Beverages 3. Firearms, Weapons, Explosives and Munitions 4. Unauthorized Prescription Drugs PRESCRIPTION DRUGS MAY BE TAKEN UNDER THE FOLLOWING CONDITIONS: 1. Employees must inform their Supervisor immediately upon arrival at the Project Site and prior to using Prescribed Drugs on the job. 2. Each Vial shall be in the Employee's Name. 3. Each Prescription shall be no older than one (1) year of the date issued. The company reserves the right to have its Company Physician determine if a Prescription Drug or Medication produces hazardous effects and may restrict the use of the Prescribed Drug or Medication accordingly. This may also include restricting the Employee's Work Activity. SEARCHES AND INSPECTIONS Terremark Technology Contractors, Inc., reserves the right, at all times, to have Company Supervisors or authorized Search and Inspection Specialists conduct searches and inspections of employees, Subcontractors' employees, otheir person, clothing, vehicle, tool boxes and possessions, for the purpose of possessions, use, or concealment of any of the items and/or substances prohibited by this Policy. The Company Supervisor has the right to conduct on-the-spot- search and inspection of employees and their personal effects as described above if he has a "Reasonable Suspicion" that employees are in direct violation of any part of this Policy. All searches and inspections conducted by outside authorized specialists will be in the presence of Company Supervision. Searches, inspections and testing may be conducted from time to time without prior announcement. Searches will be performed with concern for personal privacy of each employee. No employee search, urine drug screen or inspection will be conducted without written consent; however, employees who refuse to submit to a search, urine drug screen, blood or plasma sampling, inspection, or is found in possession, use or transportation of any illegal substance, contraband, company property, or any of the above mentioned drugs and unauthorized items, will be considered in violation of this Policy. 7 of 10 Illegal substances, drugs, and unauthorized items discovered through searches and inspections may result in the proper law enforcement authorities being advised in this regard. TESTING Urine drug screen test or blood and plasma tests shall be conducted under the following circumstances: 1. Pre-employment examinations 2. Compliance with Contractual Agreements 3. When an employee's Supervisor has a reasonable suspicion* that an employee is intoxicated, using or under the influence** of drugs and alcohol 4. Part of an overall search and inspection of an employee's or other person's work area or location of employment (announced or unannounced) 5. Whenever an employee has caused, contributed to, or has been involved in an accident or near miss while at work. PENALTIES FOR VIOLATING POLICY Any employee found using, possessing, selling, distributing, concealing or transporting any of these items or substances prohibited by this Policy or who refuses to submit to a search, urine and/or blood analysis, or other detection procedure will be considered in violation of this Policy, will be removed from Company Property and will be discharged from employment. Any employee who, as a result of drug testing and screening, is found to have detectable levels or identifiable trace quantities of a Prohibited Drug or Substance in his or her system, regardless of when or where the Drug or Substance entered that person" system, will be considered in violation of this Policy, and will be removed from Company Property, and will be discharged from employment. All Subcontractor and Supplier Personnel and other third parties on Company Property will be subject to this Policy. Any such individual found in violation of this Policy, or who refuses to submit to a research, urine and/or blood analysis, or other detection procedure will be considered in violation of this policy, and will be removed from the Company Property. Violation of this Policy by Subcontractor or Supplier losing the right to do business with the Company. FOR THE PURPOSES OF THIS POLICY: * "Reasonable Suspicion" is a belief based on objective and articulable facts sufficient to lead a prudent Supervisor to suspect that the employee, or other person, is using a Prohibited Drug, Alcohol or Substance. ** "Under the Influence" is the presence of an illegal or Prohibited Drug, Alcohol, or Substance found in the body fluids at levels of detection above the lowest cut-off level as established by the analytical methods used by the 8 of 10 testing laboratory. Also, it means that the employee, or other individual, is affected by a Drug, Alcohol or Prohibited Substance, either singularly or in combination, in any detectable manner. The symptoms of influence are not confined to those consistent with misbehavior, nor to obvious impairment of physical or mental ability, such as slurred speech or difficulty in maintaining balance. OSHA 1926.59 HAZARD COMMUNICATION The OSHA Hazard Communication Standard requires each employer (Note: each Contractor/Subcontractor is considered an employer) to: 1. Develop, implement and maintain a written Hazard Communication Program for each Work Site. The Written Program must include a Chemical Inventory List and establish the methods to provide information to their employees on the following: a. Labels and Forms of Warning b. Employee Information and Training c. Hazards associated with Non-routine Tasks d. Material Safety Data Sheets (MSDS) e. The Requirements of the Hazard Communication Program 2. Multi-employer Workplaces: a. Establish a method to communicate with other employers to provide the other employers with a copy of their Material Safety Data Sheets. In order to assist you in complying with the OSHA 1926.59 Hazard Communication Standard, please be advised sample programs may be obtained from the following: 1. The Associated General Contractors (AGC) 2. The Associated Building Contractors (ABC) 3. The American Subcontractors Association 4. Any OSHA Area Office Please be advised that Terremark Technology Contractors, Inc. has a Hazard Communication Program which meets the OSHA 1926.59 Hazard Communication Standard, and is available for your review and maintained at the Job Site by Terremark Technology Contractors, Inc. Project Safety Representative. IN ORDER TO FURTHER ASSIST YOU IN COMPLYING WITH THE 1926.59 HAZARD COMMUNICATION STANDARD, PLEASE FORWARD COPIES OF THE MSDS FOR EACH HAZARDOUS CHEMICAL IN YOUR USE TO TERREMARK TECHNOLOGY CONTRACTORS, INC. PROJECT SAFETY REPRESENTATIVE TO ESTABLISH A DIRECTORY FOR EACH HAZARDOUS CHEMICAL THAT THE OTHER EMPLOYER(S) EMPLOYEE(S) MAY BE EXPOSED TO WHILE WORKING ON THIS PROJECT. 9 of 10 To: ------------------------------------------------ ACKNOWLEDGMENT OF SAFETY POLICY ON DRUGS. ALCOHOL AND OTHER PROHIBITED ITEMS 1. I am familiar with the Safety Guidelines for my trade. 2. I have received, read and understand the Terremark Technology Contractors, Inc.'s Safety Policy on Drugs, Alcohol and Prohibited items. 3. I have been advised and understand that failure to comply with Safety Regulations of Federal, State and Local Government and the Terremark Technology Contractors Inc.'s policy on Drugs, Alcohol and Prohibited items could result in dismissal from this Project. Any willful or deliberate violation of Safety Regulations or Company Policies will be automatic dismissal from this Project. 4. I understand all of the Requirements asked of me and was given an opportunity to ask any questions. I understand that Terremark Technology Contractors, Inc.'s intent in establishing rigid Safety Regulations and a Safety Policy on Drugs, Alcohol and other Prohibited Items is necessary to ensure s Safe, Healthy and Productive work environment for employees and others on Company Property, to protect Company Property and assets, to assure efficient operations, and is in no way meant to be used in a discriminatory capacity. I further indicate by my signature below that I fully understand all that is expected of me with regard to Safety and agree to abide by all of Terremark Technology Contractor's Inc.'s Policies and all other applicable Safety Rules while on this Project. A machine copy of this Authorization and Release shall have the same force and effect as the original. - ----------------------------- --------------------------- Signature Witness - ----------------------------- --------------------------- Printed Name Date 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     Exhibit 4.1



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE `SECURITIES ACT'), AND MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING
OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL
REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS
CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE `BLUE SKY' OR SIMILAR SECURITIES LAWS.

DATED AS OF NOVEMBER 8, 2000

                            TERREMARK WORLDWIDE, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

NO. W-_____

         FOR VALUE RECEIVED, Terremark Worldwide, Inc., a Delaware corporation
(the "Company"), hereby certifies that __________________, or its registered
assigns (the "Holder") is entitled, subject to the provisions of this Warrant,
to purchase from the Company, ________ fully paid and non-assessable shares of
Common Stock for an aggregate price of $ ________ or $____ per share (the
"Exercise Price").

         The term "Common Stock" means the Common Stock, par value $.001 per
share, of the Company. The number of shares of Common Stock to be received upon
the exercise of this Warrant and the Exercise Price may be adjusted from time to
time as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter referred to as
"Warrant Stock." The term "Other Securities" means any other equity or debt
securities that may be issued by the Company in addition thereto or in
substitution for the Warrant Stock. The term "Company" means and includes the
corporation named above as well as (i) any immediate or more remote successor
corporation resulting from the merger or consolidation of such corporation (or
any immediate or more remote successor corporation of such corporation) with
another corporation, or (ii) any corporation to which such corporation (or any
immediate or more remote successor corporation of such corporation) has
transferred its property or assets as an entirety or substantially as an
entirety.

         The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein. The Company will act, or in the
event it designates a Warrant Agent, the Warrant Agent will act on behalf of the
Company, in connection with the issuance, registration, transfer, exchange and
redemption of the Warrants, the exercise of the Warrants, and the rights of the
holders thereof.




         1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in
part at any time, or from time to time during the period commencing on the date
hereof and expiring 5:00 p.m. Eastern Time on November 8, 2008 (the "Expiration
Date"), by presentation and surrender of this Warrant to the Company at its
principal office, or at the office of its Warrant Agent, if any, with the
Warrant Exercise Form attached hereto duly executed and accompanied by payment
(either in cash or by certified or official bank check or wire transfer, each
payable to the order of the Company) of the Exercise Price for the number of
shares specified in such form and instruments of transfer, if appropriate, duly
executed by the Holder or his or her duly authorized attorney. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant, together with the
Exercise Price, at its office, or by the Warrant Agent of the Company at its
office, in proper form for exercise, the Holder shall be deemed to be the holder
of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.

         2. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but the
Company shall pay the Holder an amount equal to the fair market value of such
fractional share of Common Stock in lieu of each fraction of a share otherwise
called for upon any exercise of this Warrant. For purposes of this Warrant, the
fair market value of a share of Common Stock shall mean:

                  (i) if the shares of Common Stock are listed or admitted for
         trading on a national securities exchange, the last reported sales
         price regular way, or, in the case no such reported sale takes place on
         such day or days, the average of the reported closing bid and asked
         prices regular way, in either case on the principal national securities
         exchange on which the shares of the Common Stock are listed or admitted
         for trading, or (ii) if the shares of Common Stock are not listed or
         admitted for trading on a national securities exchange (A) the last
         transaction price for the Common Stock on The Nasdaq Stock Market
         ("Nasdaq") or, in the case no such reported transaction takes place on
         such day or days, the average of the reported closing bid and asked
         prices thereof quoted on Nasdaq, or (B) if the shares of Common Stock
         are not quoted on Nasdaq, the average of the closing bid and asked
         prices of the Common Stock as quoted on the Over-The-Counter Bulletin
         Board maintained by the National Association of Securities Dealers,
         Inc. (the "Bulletin Board"), or (C) if the shares of Common Stock are
         not quoted on Nasdaq or on the Bulletin Board, the average of the
         closing bid and asked prices of the Common Stock in the
         over-the-counter market, as reported by The National Quotation Bureau,
         Inc., or an equivalent generally accepted reporting service, or (iii)
         if on any such trading day or days the shares of Common Stock are not
         quoted by any such organization, the fair market value of the shares of
         Common Stock on such day or days, as determined in good faith by the
         Board of Directors of the Company.





                                       2


         3.  RESERVATION OF SHARES; PAYMENT OF TAXES; ETC.

         (a) The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issue
upon exercise of Warrants, such number of shares of Common Stock as shall then
be issuable upon the exercise of all outstanding Warrants. The Company covenants
that all shares of Common Stock which shall be issuable upon exercise of the
Warrants and payment of the Exercise Price shall, at the time of delivery, be
duly and validly issued, fully paid, nonassessable and free from all taxes,
liens and charges with respect to the issue hereof (other than those which the
Company shall promptly pay or discharge).

         (b) The Company will use commercially reasonable efforts to obtain
appropriate approvals or registrations under state "blue sky" securities laws
with respect to the exercise of the Warrants; PROVIDED, HOWEVER, that the
Company shall not be obligated to file any general consent to service of process
or qualify as a foreign corporation in any jurisdiction. With respect to any
such securities laws, however, Warrants may not be exercised by, or shares of
Common Stock issued to, any Holder in any state in which such exercise would be
unlawful.

         (c) The Company shall pay all documentary, stamp or similar taxes and
other governmental charges that may be imposed with respect to the issuance of
Warrants, or the issuance, or delivery of any shares upon exercise of the
Warrants; PROVIDED, HOWEVER, that if the shares of Common Stock are to be
delivered in a name other than the name of the Holder representing any Warrant
being exercised, then no such delivery shall be made unless the person
requesting the same has paid to the Company or the Warrant Agent the amount of
transfer taxes or charges incident thereof, if any.

         4.  EXCHANGE AND REGISTRATION OF TRANSFER.

         (a) This Warrant may be exchanged for other Warrants representing an
equal aggregate number of Warrants of the same class or may be transferred in
whole or in part. Warrants to be exchanged shall be surrendered to the Company,
or the Warrant Agent, as the case may be, at its corporate office, and upon
satisfaction of the terms and provisions hereof, the Company shall execute, and
the Warrant Agent shall countersign, issue and deliver in exchange therefor the
Warrants which the Holder making the exchange shall be entitled to receive.

         (b) The Company, or the Warrant Agent, as the case may be, shall keep
at its office books in which it shall register Warrants and the transfer thereof
in accordance with its regular practice.

         (c) The Company may require payment by such Holder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

         (d) Prior to due presentment for registration of transfer thereof, the
Company and the Warrant Agent, if one shall be serving, may deem and treat the
Holder as the absolute owner thereof and of each Warrant represented thereby
(notwithstanding any notations of ownership or



                                       3


writing thereon made by anyone other than a duly authorized officer of the
Company or the Warrant Agent) for all purposes and shall not be affected by any
notice to the contrary.

         5. LOSS OR MUTILATION. Upon receipt by the Company and the Warrant
Agent, if one shall be serving, of evidence satisfactory to them of the
ownership of and loss, theft, destruction or mutilation of any Warrant and (in
case of loss, theft or destruction) of indemnity satisfactory to them, and (in
the case of mutilation) upon surrender and cancellation thereof, the Company
shall execute and the Warrant Agent, if one shall be serving, shall (in the
absence of notice to the Company and/or Warrant Agent that the Warrant has been
acquired by a bona fide purchaser) countersign and deliver to the Holder in lieu
thereof a new Warrant of like tenor representing an equal aggregate number of
Warrants. Applicants for a substitute Warrant shall comply with such other
reasonable regulations and pay such other reasonable charges as the Company or
the Warrant Agent may prescribe.

         6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES OF COMMON STOCK OR
WARRANTS. The type and number of securities of the Company issuable upon
exercise of this Warrant and the Exercise Price are subject to adjustment as set
forth below:

         (a) The Exercise Price and the number and type of securities and/or
other property issuable upon exercise of this Warrant shall be appropriately and
proportionately adjusted to reflect any stock dividend, stock split, combination
of shares, reclassification, recapitalization or other similar event affecting
the number or character of outstanding shares of the Common Stock.

         (b) In case of any consolidation or merger of the Company with or into
any other corporation, entity or person, or any other corporate reorganization,
in which the Company shall not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"), then, in each case, the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such Reorganization shall receive, in lieu of the Common Stock issuable upon
exercise of the Warrants prior to the date of such Reorganization, the stock and
other securities and property (including cash) to which such holder would have
been entitled upon the date of such Reorganization if such holder had exercised
this Warrant immediately prior thereto.

         (c) In case of any adjustment in the Exercise Price or number and type
of securities issuable on the exercise of this Warrant, the Company will
promptly give written notice thereof to the holder of this Warrant in the form
of a certificate, certified and confirmed by an officer of the Company, setting
forth such adjustment and showing in reasonable detail the facts upon which such
adjustment is based.

         7.  REGISTRATION RIGHTS AND LISTING.

         (a) The Company shall use its commercially reasonable efforts to cause
to be effective a registration statement on or prior to December 31, 2001 under
the Securities Act, to permit the resale of the Warrant Stock by a holder
thereof. The Company shall use its commercially reasonable efforts to cause such
registration statement to remain effective until the



                                       4


earlier to occur of (i) the expiration of the time period referred to in Rule
144(k) under the Securities Act with respect to all beneficial holders of the
Warrant Stock other than affiliates of the Company and (ii) such time as all the
restricted Warrant Stock covered by any registration statement have been sold or
are otherwise freely tradable without registration under the Securities Act.

         (b) In connection with the foregoing, the Company will:

                  (i) Prepare and file with the Securities and Exchange
Commission (the "Commission") a registration statement with respect to such
securities and use its commercially reasonable efforts to cause such
registration statement to become and remain effective.

                  (ii) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement
whenever the holder of such securities shall desire to sell the same.

                  (iii) Furnish to holder such number of copies of a summary
prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as holder may reasonably request in order to facilitate the sale of the Warrant
Stock owned by holder.

                  (iv) Use its commercially reasonable efforts to register or
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions within the United States and
Puerto Rico as the holder shall reasonably request, and do such reasonable acts
and things as may be required in such jurisdiction; PROVIDED, HOWEVER, that the
Company shall not be obligated to file any general consent to service of process
or qualify as a foreign corporation in any jurisdiction.

                  (v) Furnish at the request of holder, on the date that such
Warrant Stock is delivered to the underwriters for sale pursuant to an
underwritten registration or, if such Warrant Stock is not being sold through
underwriters, on the date that the registration statement with respect to such
Warrant Stock becomes effective, an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, addressed to the
underwriters, if any, and if the Warrant Stock is not being sold through
underwriters, then to the holder, stating that such registration statement has
become effective under the Securities Act and that (a) to the knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued and
no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act, (b) the registration statement, the
related prospectus and each amendment or supplement thereto, comply as to form
in all material respects with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder (except that such
counsel need express no opinion as to financial statements contained therein),
(c) such counsel has no reason to believe that either the registration statement
or the prospectus, or any amendment or supplement thereof, contains any untrue
statement of a material fact required to be stated therein or necessary to make
the statements therein not misleading, (d) the descriptions in



                                       5


the registration statement or the prospectus, or any amendment or supplement
thereto, of all legal matters and contracts and other legal documents or
instruments are accurate and fairly present the information required to be
shown, and (e) such counsel does not know of any legal or governmental
proceedings, pending or contemplated, required to be described in the
registration statement or prospectus, or any amendment or supplement thereto,
which are not described as required, nor of any contracts or documents or
instruments or a character required to be described in the registration
statement or prospectus, or any amendment or supplement thereto, or to be filed
as exhibits to the registration statement which are not described and filed or
incorporated by reference as required. Such opinion of counsel shall
additionally cover such other legal matters with respect to the registration in
respect of which such opinion is being given as holder may reasonably request.

         (c) All of the expenses incurred in complying with the foregoing,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD), printing expenses, fees and
disbursements of counsel for the Company, expenses of any special audits
incident to or required by any such registration and expenses of complying with
the securities or blue sky laws or any jurisdictions shall be paid by the
Company.

         (d) The Company shall also use its commercially reasonable efforts to
cause such Warrant Stock to be listed on the American Stock Exchange or such
other principal national securities exchange on which the shares of Common Stock
are then listed or if the shares are not so listed, on The Nasdaq Stock Market,
if the shares are then listed on such market.

         8. WARRANT HOLDERS NOT DEEMED STOCKHOLDERS. No holder of Warrants,
shall, as such, be entitled to vote or to receive dividends or be deemed the
holder of Common Stock that may at any time be issuable upon exercise of such
Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the holder of Warrants, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issue or reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger or conveyance or otherwise), or to receive
notice of meetings, or to receive dividends or subscription rights, until such
holder shall have exercised such Warrants and been issued shares of Common Stock
in accordance with the provisions hereof.

         9. RIGHTS OF ACTION. All rights of action with respect to this Warrant
are vested in the respective Holder of the Warrants, and the Holder, without
consent of the Warrant Agent or the holder of any other Warrant, may, on his or
her own behalf and for his or her own benefit, enforce against the Company his
right to exercise his or her Warrants for the purchase of shares of Common Stock
in the manner provided in this Warrant.

         10. CONCERNING THE WARRANT AGENT. The Company reserves the right to
designate a Warrant Agent. If so designated, the Warrant Agent will act
hereunder as agent and in a ministerial capacity for the Company, and its duties
shall be determined solely by the provisions hereof. The Warrant Agent shall
not, by issuing and delivering Warrants or by any other act



                                       6


hereunder be deemed to make any representations as to the validity, value or
authorization of the Warrants or the Warrants represented thereby or of any
securities or other property delivered upon exercise of any Warrant or whether
any stock issued upon exercise of any Warrant is fully paid and nonassessable.

         The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay the Company all moneys received by the
Warrant Agent upon the exercise of such Warrants. The Warrant Agent shall, upon
request of the Company from time to time, deliver to the Company such complete
reports of registered ownership of the Warrants and such complete records of
transactions with respect to the Warrants and the shares of Common Stock as the
Company may request. The Warrant Agent shall also make available to the Company
and the Holder for inspection by their agents or employees, from time to time as
either of them may request, such original books of accounts and records
(including original Warrants surrendered to the Warrant Agent upon exercise of
Warrants) as may be maintained by the Warrant Agent in connection with the
issuance and exercise of Warrants hereunder, such inspections to occur at the
Warrant Agent's office during normal business hours.

         The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of Warrants to make or cause to be made any
adjustment of the Exercise Price provided in this Warrant, or to determine
whether any fact exists which may require any such adjustments, or with respect
to the nature or extent of any such adjustment, when made, or with respect to
the method employed in making the same. It shall not (i) be liable for any
recital or statement of facts contained herein or for any action taken, suffered
or omitted by it in reliance on any Warrant or other document or instrument
believed by it in good faith to be genuine and to have been signed or presented
by the proper party or parties, (ii) be responsible for any failure on the part
of the Company to comply with any of its covenants and obligations contained in
this Warrant, or (iii) be liable for any act or omission in connection with this
Warrant except for its own negligence or willful misconduct.

         The Warrant Agent may at any time consult with counsel satisfactory to
it (who may be counsel for the Company) and shall incur no liability or
responsibility for any action taken, suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.

         Any notice, statement, instruction, request, direction, order or demand
of the Company shall be sufficiently evidenced by an instrument signed by the
Chairman of the Board, President, any Vice President, Secretary, or Assistant
Secretary of the Company, (unless other evidence in respect thereof is herein
specifically prescribed). The Warrant Agent shall not be liable for any action
taken, suffered or omitted by it in accordance with such notice, statement
instruction, request, direction, order or demand believed by it to be genuine.

         The Warrant Agent may resign its duties and be discharged from all
further duties and liabilities hereunder (except liabilities arising as a result
of the Warrant Agent's own negligence or willful misconduct), after giving 30
days prior written notice to the Company. At least 15 days prior to the date
such resignation is to become effective, the Warrant Agent shall cause a copy of
such notice of resignation to be mailed to the Holder at the Company's expense.
Upon



                                       7


such resignation, or any inability of the Warrant Agent to act as such
hereunder, the Company may choose to perform the duties of the Warrant Agent
itself or can appoint a new warrant agent. After acceptance in writing of such
appointment by the new warrant agent is received by the Company, such new
warrant agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning Warrant
Agent. Not later than the effective date of any such appointment, the Company
shall file notice thereof with the resigning Warrant Agent and shall forthwith
cause a copy of such notice to be mailed to the Holder.

         Any corporation into which the Warrant Agent or any new warrant agent
may be converted or merged or any corporation resulting from any consolidation
to which the Warrant Agent or any new warrant agent shall be a party or any
corporation succeeding to the trust business of the Warrant Agent shall be a
successor warrant agent under this Warrant without any further act, provided
that such corporation is eligible for appointment as successor to the Warrant
Agent under the provisions of the preceding paragraph. Any such successor
warrant agent shall promptly cause notice of its succession as warrant agent to
be mailed to the Company and to the Holder.

         The Warrant Agent, its subsidiaries and affiliates, and any of its or
their officers or directors, may buy and hold or sell Warrants or other
securities of the Company and otherwise deal with the Company in the same manner
and to the same extent and with like effects as though it were not Warrant
Agent. Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.

         11. MODIFICATION OF AGREEMENT. The Company may from time to time
supplement or amend this Warrant in order to cure any ambiguity or to correct
any provision herein which may be erroneous, defective or inconsistent;
provided, however, that no change in the number or nature of the securities
purchasable upon the exercise of any Warrant, or the Exercise Price therefor, or
the acceleration of the Warrant Expiration Date, shall be made without the
consent in writing of the Holder, other than such changes as are specifically
prescribed by this Warrant as originally executed.

         12. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been made when
delivered or mailed first class registered or certified mail, postage prepaid as
follows: if to the Holder, at the address of such holder as shown on the
registry books maintained by the Company or the Warrant Agent, if one shall be
serving; if to the Company, at 2601 S. Bayshore Drive, Miami, Florida, 33133,
Attention: Brian Goodkind, Executive Vice President and Chief Operating Officer;
and if to the Warrant Agent, if one shall be serving, at its corporate office.

         13. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Florida, without reference to
principles of conflict of laws.




                                       8


         14. BINDING EFFECT. This Warrant shall be binding upon and inure to the
benefit of the Company, the Holder and the Warrant Agent (and their respective
successors and assigns) and the holders from time to time of Warrants. Nothing
in this Warrant is intended or shall be construed to confer upon any other
person any right, remedy or claim, in equity or at law, or to impose upon any
other person any duty, liability or obligation.

         15. TERMINATION. This Warrant shall terminate on the earlier to occur
of (i) the close of business on the Expiration Date; or (ii) the date upon which
the Warrant has been exercised in full.

         16. TRANSFER TO COMPLY WITH THE SECURITIES ACT. Notwithstanding any
other provision contained herein, this Warrant and any Warrant Stock or Other
Securities may not be sold, transferred, pledged, hypothecated or otherwise
disposed of except as follows: (a) to a person who, in the opinion of counsel to
the Company, is a person to whom this Warrant or the Warrant Stock or Other
Securities may legally be transferred without registration and without the
delivery of a current prospectus under the Securities Act with respect thereto
and then only against receipt of an agreement of such person to comply with the
provisions of this Section 6 with respect to any resale or other disposition of
such securities; or (b) to any person upon delivery of a prospectus then meeting
the requirements of the Securities Act relating to such securities and the
offering thereof for such sale or disposition, and thereafter to all successive
assignees.

         17. LEGEND. Unless the shares of Warrant Stock or Other Securities have
been registered under the Securities Act, upon exercise of any of the Warrants
and the issuance of any of the shares of Warrant Stock or Other Securities, all
certificates representing such securities shall bear on the face thereof
substantially the following legend:

                  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE `SECURITIES ACT'), AND
                  MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR
                  TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS
                  CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO
                  A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
                  ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE
                  WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER
                  COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE
                  PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE
                  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE
                  `BLUE SKY' OR SIMILAR SECURITIES LAWS."

         IN WITNESS HEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

                                         TERREMARK WORLDWIDE, INC.

                                         By:
                                            ------------------------------------
                                               Name:
                                               Title:



                                       9



                              WARRANT EXERCISE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ____ shares of Common Stock of TERREMARK WORLDWIDE, INC., a
Delaware corporation, and hereby makes payment of $____________ in payment
therefor.



                                           -------------------------------------
                                           Signature


                                           -------------------------------------
                                           Signature, if jointly held


                                           -------------------------------------
                                           Date


                       INSTRUCTIONS FOR ISSUANCE OF STOCK

(if other than to the registered holder of the within Warrant)


Name
     ---------------------------------------------------------------------------
                  (Please typewrite or print in block letters)


Address
        ------------------------------------------------------------------------


- --------------------------------------------------------------------------------


Social Security or
Taxpayer Identification Number
                               -------------------------------------------------




                                       10


                                 ASSIGNMENT FORM

FOR VALUE RECEIVED,
                    ------------------------------------------------------------

hereby sells, assigns and transfers unto

Name
     ---------------------------------------------------------------------------
                  (Please typewrite or print in block letters)

the right to purchase Common Stock of TERREMARK WORLDWIDE, INC., a Delaware
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
__________________________ Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.



DATED:  ____________, _____.





                                           -------------------------------------
                                           Signature



                                           -------------------------------------
                                           Signature, if jointly held









                                       11

EX-10.1

                                                                    Exhibit 10.1

                               NET PREMISES LEASE

                                3030 CORVIN DRIVE

                             SANTA CLARA, CALIFORNIA


                                 BY AND BETWEEN

                                    LANDLORD

                        RAINBOW PROPERTY MANAGEMENT, LLC,
                     A CALIFORNIA LIMITED LIABILITY COMPANY


                                       AND


                                     TENANT

                              COLOCONNECTION, INC.,
                              A FLORIDA CORPORATION








                                TABLE OF CONTENTS

                                                                                                           
ARTICLE 1         Term of Lease...................................................................................1

    1.1      Fixed Term...........................................................................................1
    1.2      Early Occupancy......................................................................................2
    1.3      Holdover Rent........................................................................................2
    1.4      Option to Extend Term of Lease.......................................................................2

ARTICLE 2         Rent and Taxes..................................................................................3

    2.1      Rent.................................................................................................3
    2.2      Minimum Monthly Rent.................................................................................3
    2.3      Additional Rent......................................................................................4
    2.4      Reimbursement of Certain Expenses....................................................................4
    2.5      Tenant's Personal Property Taxes.....................................................................6
    2.6      Security Deposit.....................................................................................7
    2.7      Minimum Monthly Rent During Option Period............................................................8

ARTICLE 3         Use of Leased Premises, Parking, License and Public Transportation.............................10

    3.1      Permitted Use: Compliance with Insurance, Law.......................................................10
    3.2      Waste; Nuisance.....................................................................................10
    3.3      Toxic Materials.....................................................................................11
    3.4      Quiet Enjoyment.....................................................................................14
    3.5      Parking.............................................................................................14
    3.6      Access..............................................................................................15

ARTICLE 4         Maintenance and Repair.........................................................................15

    4.1      Condition of Premises...............................................................................15
    4.2      Tenant Maintenance and Repair Obligations...........................................................15
    4.3      Landlord Maintenance and Repair Obligations.........................................................15

ARTICLE 5         Alterations, Fixtures and Signs................................................................16

    5.1      Initial Tenant Improvements.........................................................................16
    5.2      Subsequent Alterations to the Leased Premises by Tenant.............................................17
    5.3      Alterations to the Leased Premises Requiring Landlord's Consent.....................................18
    5.4      All Alterations to the Leased Premises..............................................................18
    5.5      Mechanics' Liens....................................................................................19
    5.6      Signs...............................................................................................20

ARTICLE 6         UTILITIES AND SERVICES.........................................................................20

    6.1      Utilities and Services to Leased Premises...........................................................20
    6.2      Interruption of Services............................................................................20





                                       i

                                                                                                           

ARTICLE 7         Indemnity and Exculpation Insurance............................................................20

    7.1      Indemnification and Waiver..........................................................................20
    7.2      Tenant's Insurance..................................................................................21

ARTICLE 8         Destruction....................................................................................23

    8.1      Repair of Damage to Premises by Landlord............................................................23
    8.2      Elections to Terminate..............................................................................23
    8.3      Waiver of Statutory Provisions......................................................................24

ARTICLE 9         Eminent Domain.................................................................................25

    9.1      Parties' Rights and Obligations To Be Governed by Lease.............................................25

ARTICLE 10        Assignment, Subletting and Encumbrance.........................................................25

    10.1     Prohibitions in General.............................................................................25
    10.2     Consent Not Unreasonably Withheld to Assignment or Subleasing.......................................26
    10.3     Change in Ownership Interest........................................................................26
    10.4     Assumption Agreement................................................................................27
    10.5     Monthly Bonus Value.................................................................................27
    10.6     Landlord's Right to Recapture Space.................................................................27
    10.7     Permitted Transfers.................................................................................28
    10.8     Merger/Consolidation/Reorganization.................................................................28

ARTICLE 11        Default........................................................................................29

    11.1     Default Described...................................................................................29
    11.2     Landlord's Remedies.................................................................................29
    11.3     Tenant's Right to Possession Not Terminated.........................................................29
    11.4     Termination of Tenant's Right to Possession.........................................................30
    11.5     Landlord's Right to Cure Tenant's Default...........................................................30
    11.6     Waiver of Redemption................................................................................30
    11.7     All Sums Due and Payable as Rent....................................................................31
    11.8     Landlord Default....................................................................................31

ARTICLE 12        Landlord's Entry on Premises...................................................................31

    12.1     Right of Entry......................................................................................31
    12.2     Exculpation.........................................................................................31

ARTICLE 13        Subordination; Estoppel........................................................................32

    13.1     Subordination.......................................................................................32
    13.2     Prior Lien..........................................................................................32
    13.3     Documentation.......................................................................................32
    13.4     Attornment..........................................................................................32
    13.5     Estoppel Certificates...............................................................................32
    13.6     Non-Disturbance From Landlord's Current Lender......................................................33




                                       ii

                                                                                                           
ARTICLE 14        Notice.........................................................................................33


ARTICLE 15        Waiver.........................................................................................33

    15.1     Delay or Omission...................................................................................33

ARTICLE 16        Enforcement....................................................................................34

    16.1     Choice of Law and Venue.............................................................................34
    16.2     Waiver of Trial by Jury.............................................................................34
    16.3     Attorneys' Fees.....................................................................................34

ARTICLE 17        Surrender of Possession........................................................................34

    17.1     Surrender of Possession.............................................................................34
    17.2     Failure to Surrender Possession.....................................................................35
    17.3     Free of Liens.......................................................................................35

ARTICLE 18        General Conditions.............................................................................35

    18.1     Time of Essence.....................................................................................35
    18.2     Corporate Authority.................................................................................35
    18.3     Successors..........................................................................................35
    18.4     Landlord Liability..................................................................................35
    18.5     Landlord............................................................................................35
    18.6     Force Majeure.......................................................................................36
    18.7     Security Measures...................................................................................36
    18.8     Miscellaneous.......................................................................................36
    18.9     Effect of Delivery of this Lease....................................................................36
    18.10    Brokers.............................................................................................36
    18.11    Guarantee...........................................................................................37
    18.12    Right of First Offer................................................................................37
    18.13    Leasehold Mortgage..................................................................................37
    18.14    Recordation of Memorandum of Lease..................................................................38





                                      iii







                               NET PREMISES LEASE


                                3030 CORVIN DRIVE
                             SANTA CLARA, CALIFORNIA

         By this Net Building Lease (the "Lease"). which is dated for reference
purposes only on September 13, 2000 (the "Reference Date"), Rainbow Property
Management, LLC, a California limited liability company, whose address is 18070
China Grade, Boulder Creek. California, 95006 ("Landlord") hereby leases to
Coloconnection, Inc., a Florida corporation, whose address is 3030 Corvin Drive,
Santa Clara, CA 95051 ("Tenant"), and Tenant hereby leases from Landlord, that
certain real property located in Santa Clara County, California, at 3030 Corvin
Drive, Santa Clara, California, 95051 (A.P.N. 216-33-025), and more particularly
described in Exhibit "A", which is attached hereto and incorporated herein by
reference (the "Land"), together with the appurtenances, buildings and
improvements erected or to be erected upon the Land in accordance with the terms
of this Lease, including a ore story industrial building containing
approximately forty thousand four hundred ninety-one (40,491) gross interior
square feet (the "Building"). (The Land and the Building are sometimes
collectively referred to herein as the "Leased Premises.") The Leased Premises
shall also include all right, title and interest of Landlord, if any, in and to
any land lying in the bed of any street, road or avenue, open or proposed, in
front of or adjoining the Land and in and to the easements, franchises, rights,
appendages and appurtenances belonging or appertaining to such real property.
Tenant shall lease the Leased Premises from Landlord on the terms and conditions
set forth herein including the Rules and Regulations, as they may be amended by
Landlord from time to time by Landlord, and subject to any superior liens or
encumbrances, and to all covenants, conditions, and restrictions of record with
respect thereto, and subject to all of the covenants, terms, and conditions of
this Lease. A current copy of said Rules and Regulations is attached hereto as
Exhibit "B" and incorporated herein by reference (the "Rules and Regulations").
Landlord shall not be liable in any way for failure of any party to comply with
and observe these titles and regulations. Landlord reserves the tight, at any
time, to renumber and/or redesignate the street address, suite number or unit
number of all or any portion of the Leased Premises if required by law or by the
decree of the U.S. postal service or other governmental or quasi-governmental
organization.

                                    ARTICLE 1
                                  TERM OF LEASE

         1.1 FIXED TERM. The term of this Lease shall be for a period of
approximately two hundred forty (240) months commencing upon October 1, 2000
(the "Commencement Date") and expiring on September 30, 2020 (the "Expiration
Date"), unless sooner terminated or extended as herein provided. Notwithstanding
the foregoing, if there shall be any Contingent Free Rent Period (as defined in
Section 2.2.1 below), the term of this Lease shall be extended (and the
Expiration Date postponed) an equal number of days as shall have comprised such
Contingent Free Rent Period, whereupon all references in this Lease to the
Expiration Date shall mean and refer to the final date of the extended term.





Notwithstanding any other provision in this Lease, if Landlord does not deliver
possession of the Premises to Tenant by January 5, 2001 (the "Trigger Date"),
then within five (5) days of the Trigger Date, Tenant may give Landlord written
notice of Tenant's intent to terminate this Lease.

         1.2 EARLY OCCUPANCY. If Landlord shall deliver possession of the Leased
Premises to Tenant at any time prior to the Commencement Date, Tenant shall
accept delivery thereof and shall hold possession of the Leased Premises until
the Commencement Date subject to all of the terms and conditions of this Lease,
except that Tenant's obligation to pay Minimum Monthly Rent shall not commence
until the Commencement Date.

         1.3 HOLDOVER RENT. If Tenant should hold over and continue in
possession of the Leased Premises after termination of the term of this Lease or
any renewal or extension of the term of this Lease, Tenant's continued occupancy
of the Leased Premises shall be deemed merely a tenancy from month to month at a
Minimum Monthly Rent (as defined in Section 2.1 of this Lease below) equal to
one hundred fifty percent (150%) of the final rental amount due under this Lease
for the first two (2) calendar months that Tenant fails to vacate the Leased
Premises and two hundred percent (200%) of the final rental amount due under
this Lease for every calendar month thereafter that Tenant fails to vacate the
Leased Premises (the "Holdover Rent"), subject to all the terms and conditions
of this Lease, including provisions for payment of Additional Rent. If Tenant
shall holdover and fail to surrender the Leased Premises upon the termination of
this Lease without Landlord's consent, in addition to any other liabilities to
Landlord arising therefrom, Tenant shall and does hereby agree to indemnify,
defend, and hold Landlord harmless from loss or liability resulting from such
failure including, but not limited to, claims made by any succeeding tenant
founded on such failure.

         1.4 OPTION TO EXTEND TERM OF LEASE. Provided that the original Tenant
executing this Lease (and not any assignee, sublessee or other transferee of
such original Tenant or of such original Tenant's interest in the Lease) has
occupied not less than fifty percent (50%) of the floor area of the Building at
all times during the term of this Lease, and, provided further that original
Tenant is not in default of the terms and obligations in this Lease and that
this Lease has not been terminated, Tenant shall have two (2) consecutive
options to extend the term of this Lease for additional periods of sixty (60)
months each by giving Landlord written notice of Tenant's exercise of such
options (the "Extension Option Notice(s)") at a time no earlier than twelve (12)
months prior to the initial Expiration Date of the Lease and no later than nine
(9) months prior to the initial Expiration Date hereof or no earlier than twelve
(12) months prior to the expiration date of the First Option Period (as defined
below) and no later than nine (9) months prior to the expiration date of the
First Option Period. It shall be an absolute condition precedent to the exercise
of the second option that the first option be timely and properly exercised.
Upon exercise of the first option, the term of this Lease shall be extended for
an additional period of sixty (60) months from the initial Expiration Date (the
"First Option Period"), and upon the exercise of the second option the term of
this Lease shall be extended for an additional period of sixty (60) months from
the expiration of the First Option Period (tie "Second Option Period") upon the
same terms and conditions as set forth in this Lease, except for the Minimum
Monthly Rent, which shall be determined, upon the exercise of each option,



                                       2


pursuant to terms of Section 2.7 below. Except as otherwise provided for in
Section 10.8 of this Lease, the option rights set forth in this section are
personal to the original Tenant executing the Lease and may be exercised only by
such original Tenant (and not by any assignee, sublessee or other transferee of
such original Tenant or of such original Tenant's interest in the Lease).

                                    ARTICLE 2
                                 RENT AND TAXES

         2.1 RENT. Commencing on the Commencement Date (the "Initial Rental
Date"), each month during the term of this Lease, Tenant shall pay to Landlord
minimum monthly rent (the "Minimum Monthly Rent") and additional rent (the
"Additional Rent") for the use and occupancy of the Leased Premises, determined
and adjusted in accordance with the provisions of this Lease, payable monthly in
lawful money of the United Stales, without any abatement, deduction or offset
whatsoever, and without any prior demand therefor. Rent shall be paid to
Landlord at the address specified in introductory paragraph of this Lease, or at
such other place or places as Landlord may from time to time designate by
written notice to Tenant. Payment of Minimum Monthly Rent for the first month of
the term of this Lease shall be due and payable upon execution of this Lease,
thereafter rent shall be due and payable in advance on the first day of each and
every calendar month during the term of this Lease. if Tenant's obligation to
pay rent should commence upon a day other than the first day of a calendar month
or terminate on other than the last day of a calendar month, all rentals shall
be prorated on the basis of a thirty (30) day month. Tenant agrees that Landlord
will incur additional expenses, including bookkeeping charges and processing
fees in the event that any payments required under this Lease are not timely
made. Tenant agrees that the exact nature and amount of these expenses are
difficult or impossible to ascertain at this time. Therefore, Tenant agrees
that, as reasonable damages to Landlord, and not as a penalty, any payment
required under this Lease, which is not made within five (5) days following the
due date for such payment, shall be subject to a Late charge in the amount of
six percent (6%) per annum of the amount of such delinquent payment, which late
charge shall be assessed as "Additional Rent". All past due rent, including, any
unpaid Additional Rent, shall, unless otherwise prohibited by law, accrue
interest at an interest rate equal to the lesser of the twelve percent (12%) per
annum or the maximum rate permitted by law. Unless restricted by law, payments
shall be applied first to accrued late charges, then to interest, then to
past-due rent (including, but not limited to all assessed Additional Rent, fees
and costs), and lastly to prospective rent.

         2.2 MINIMUM MONTHLY RENT. During the initial term of this Lease,
commencing on the Initial Rental Date, Tenant shall pay Minimum Monthly Rent to
Landlord as set forth in the Minimum Monthly Rent Schedule below:




                                       3


                          MINIMUM MONTHLY RENT SCHEDULE

          MONTH OF LEASE TERM                          MINIMUM MONTHLY RENT
          -------------------                          --------------------
      Initial Rental Date through last day 2nd              $55,675.13;
      consecutive full calendar month
      following Initial Rental Date:
      Months 3 through 12                                  $111,350.25
      Months 13 through 24:                                $114,690.76;
      Months 25 through 36:                                $118,131.48;
      Months 37 through 48:                                $121,675.42;
      Months 49 through 60:                                $125,325.69;
      Months 61 through 72:                                $129,085.46;
      Months 73 through 84:                                $132,958.02;
      Months 85 through 96:                                $136,946.76;
      Months 91 through 108:                               $141,055.17;
      Months 109 through 120:                              $145,286.82;
      Months 121 through 132:                              $149,645.43
      Months 133 through 144:                              $154,134.79;
      Months 145 through 156:                              $158,758.83;
      Months 157 through 168:                              $163,521.60;
      Months 169 through 180:                              $168,427.24;
      Months 181 through 192:                              $173,480.06;
      Months 193 through 204:                              $178,684.46;
      Months 205 through 216:                              $184,045.00;
      Months 217 through 228:                              $189,566.35; and
      Months 229 through Expiration Date:                  $195,253.34.

                  2.2.1 THE CONTINGENT FREE RENT PERIOD. Notwithstanding the
Minimum Monthly Rent set forth in Section 2.2 above, if, for any reason other
than Tenant's default, Landlord shall not have delivered possession of the
Leased Premises to Tenant on or before the Commencement Date, as Tenant's sole
and only remedy in connection therewith, Tenant shall not be obligated to pay
Minimum Monthly Rent during the period, if any, commencing on October 1, 2000
and continuing until the date that Landlord shall have delivered possession of
the Leased Premises to Tenant (the "Contingent Free Rent Period").

         2.3 ADDITIONAL RENT. Commencing on the Commencement Date, Tenant shall
pay to Landlord Additional Rent as and when required by the terms of this Lease,
including, as appropriate, without limitation: (i) items of Reimbursable Expense
(as defined in Section 2.4 below); (ii) the Monthly Bonus Value (Section
l0.5)(if any); and (ii) any other sums due and payable under the terms of this
Lease. If Tenant shall fail to timely pay to Landlord any Additional Rent as
when due hereunder, Landlord shall have the same remedies with respect thereto
as would be available for non-payment of Minimum Monthly Rent.

         2.4 REIMBURSEMENT OF CERTAIN EXPENSES. This Lease is a net lease and
the Minimum Monthly Rent shall be absolutely net to Landlord, so that this Lease
shall yield, net, to Landlord, the Minimum Monthly Rent during the Term, and,
except as otherwise provided for in this Lease, shall pay as Additional Rent to
Landlord all costs, expenses and obligations of every kind and nature,




                                       4


whatsoever relating to the Leased Premises which may arise and be attributable
to the ownership. use or occupancy of the Leased Premises during the Term,
including, without limitation: (i) the cost of the premiums and other charges
incurred by Landlord with respect to fire, other casualty, rent, earthquake,
flood and liability insurance and any other insurance as is deemed necessary or
advisable in the reasonable judgment of Landlord, or any other insurance
required by Landlord's lender, if any, and reasonable deductibles under such
insurance in the event a claim is made thereunder; (ii) Tax Expenses (as defined
below) (collectively, "Reimbursable Expense"). Except for items of Tax Expense
(which shall be payable as provided in Section 2.4.2 below), Tenant shall pay to
Landlord as Additional Rent hereunder within thirty (30) days following Tenant's
receipt of Landlord's invoice therefor, all items of Reimbursable Expense
incurred by Landlord through the date of the invoice. Each such invoice shall
describe the nature and amount of the item of Reimbursable Expense for which
Landlord seeks payment. Upon written request by Tenant, Landlord shall provide
Tenant with copies of the bills, invoices or other back-up materials evidencing
the Reimbursable Expense described in the invoice.

                  2.4.1 As used herein, "Tax Expenses" shall mean all federal,
state, county, or local governmental or municipal taxes, fees, charges or other
impositions of every kind and nature, whether general, special, ordinary or
extraordinary, payable by Landlord (including, without limitation, real estate
taxes, general and special assessments, transit taxes, leasehold taxes or taxes
based upon the receipt of rent, including gross receipts or sales taxes
applicable to the receipt of rent, unless required to be paid directly by
Tenant, personal property taxes imposed upon the fixtures, machinery, equipment,
apparatus, systems and equipment, appurtenances, furniture and other personal
property located on the Premise), because of the ownership, leasing and
operation of the Premises, or any portion thereof, during the term of this Lease
and any extension thereof. Tax Expenses shall include, without limitation: (i)
Any tax on the rent, right to rent or other income from the Premises or any
portion thereof, or as against the business of leasing the Premises or any
portion thereof; (ii) Any assessment. tax, fee, levy or charge in addition to,
or in substitution, partially or totally, of any assessment, tax, fee, levy or
charge previously included within the definition of real property tax, it being
acknowledged by Tenant and Landlord that Proposition 13 was adopted by the
voters of the State of California in the June 1978 election ("Proposition 13")
and that assessments, taxes, fees, levies and charges may be imposed by
governmental agencies for such services as fire protection, libraries, transit
programs, street, sidewalk and road maintenance, refuse removal and for other
governmental services formerly provided without charge to property owners or
occupants, and, in further recognition of the decrease in the level and quality
of governmental services and amenities as a result of Proposition 13; (iii) any
governmental assessments of the Premises' contribution towards a governmental
cost-sharing agreement for the purpose of augmenting or improving the quality of
services and amenities normally provided by governmental agencies; (iv) Any
assessment, tax, fee, levy, or charge allocable to or measured by the area of
the Premises or rent payable hereunder, including, without limitation, any
business or gross income tax or excise tax with respect to the receipt of such
rent, or upon or with respect to the possession, leasing, operating. management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or
any portion thereof; (v) Any assessment, tax, fee, levy or charge upon this
transaction or any document to which Tenant is a party creating or transferring
an interest or an estate in the Premises; and (vi) any real estate taxes and



                                       5


assessments imposed upon or with respect to the on the land and improvements
comprising the Premises. Any costs and expenses (including, without limitation,
reasonable attorneys' and consultants' Fees) incurred in attempting to protest,
reduce or minimize Tax Expenses shall be included in Tax Expenses in the year
such expenses are incurred. If Tax Expenses for any period during the term of
this Lease or any extension thereof are increased after payment thereof for any
reason, including, without limitation. error or reassessment by applicable
governmental or municipal authorities. Tenant shall pay to Landlord within
thirty (30) days after written notice to Tenant (containing evidence of such
increase) of such an increase in Tax Expenses and such increase shall be
included by Landlord as a Tax Expenses pursuant to the terms of this Lease.
Notwithstanding anything to the contrary herein, there shall be excluded from
Tax Expenses (a) all Tax Expenses relating to any period not within the term
(and any exercised extension term) of this Lease, and (b) all excess profits
taxes, franchise taxes. gift taxes, capital stock taxes, inheritance taxes,
estate taxes, federal and state income taxes.

                  2.4.2 Landlord shall periodically (but not more often than
twice a fiscal real property tax year) invoice to Tenant (which shall include a
copy of the real property tax bill on which the invoice is based), and Tenant
shall pay to Landlord as Additional Rent within thirty (30) days following
receipt of such invoice, the Tax Expenses owed for the period of the term
identified in such invoice.

                  2.4.3 Tenant shall have the right to contest the amount or
validity of any Tax Expense paid by Tenant pursuant to the terms of this Lease
by appropriate proceedings. If Tenant determines not to so contest any such Tax
Expense, Landlord shall have the right so to do, If Tenant shall contest the
amount or validity of any such Tax Expense, Tenant shall nevertheless promptly
pay the Tax Expense in accordance with the terms and provisions of this Lease,
and nothing herein shall imply any right on the part of Tenant to postpone or
defer such payment for any such purpose. Upon the termination of such
proceedings, Tenant shall pay the amount of the Tax Expense, or part thereof, as
finally determined to be due in such proceedings, the payment of which may have
been deferred during the prosecution of such proceedings, together with any
costs, fees, interest, penalties or other liabilities in connection therewith.
Landlord shall not be required to join in any such proceedings, Landlord shall
not unreasonably withhold its consent to joining in any such proceedings, or
permitting the same to be brought in its name, and shall execute any and all
documents reasonably required in connection therewith, provided the same shall
be approved as to both form and substance by Landlord's counsel, which approval
Landlord agrees shall not be unreasonably withheld, or delayed. Landlord shall
not be subjected to any liability for the payment of any costs or expenses in
connection with any such proceeding, including, but not limited to, Landlord's
reasonable counsel fees, and Tenant shall indemnify and save harmless Landlord
from any such costs or expenses. Tenant shall be entitled to any refund of the
Tax Expense relating to Tax Expenses paid by Tenant pursuant to the terms of
this Lease and penalties or interest thereon which shall have been paid by
Tenant, or, if' paid by Landlord, for which Landlord shall have been fully
reimbursed b Tenant.

         2.5 TENANT'S PERSONAL PROPERTY TAXES. Tenant shall pay before
delinquency all taxes, assessments, license fees, and other charges ("taxes')
that are levied and assessed against Tenant's personal property installed or
located in or on the Premises, and that become payable during the term. On
demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of
these payments. If any taxes on Tenant's personal property are levied against




                                       6


Landlord or Landlord's property, or if the assessed value of the Premises is
increased by the inclusion of a value placed on Tenant's personal property, and
if Landlord pays the taxes on any of these items or on taxes based on the
increased assessment of these items, Tenant, within thirty (30) days after
written demand on Tenant (containing proof of such taxes), shall, as Additional
Rent, reimburse Landlord for such amounts. Landlord shall have the right to pay
these taxes regardless of the validity of the levy. Failure to make such
reimbursement shall, at the sole discretion of Landlord, constitute a event of
default.

         2.6 SECURITY DEPOSIT. Upon the execution of this Lease by Tenant,
Tenant shall deposit with Landlord a security deposit in the aggregate amount of
nine hundred forty-five thousand two hundred fifty dollars and no cents
($945,250.00) to sect re the faithful performance by Tenant of each term,
covenant and condition to be performed or observed by Tenant under this Lease.
The Security Deposit shall be delivered to Landlord partially in the form of
cash in the amount of one hundred ninety-five thousand two hundred fifty dollars
and no cents ($195,250.00) (the "Cash Security Deposit") and partially in the
font of an irrevocable Letter of Credit in the face amount of seven hundred
fifty thousand dollars and no cents ($750,000.00) (the "LC Security Deposit"),
as more particularly described in Section 2.6.1 below. (The Cash Security
Deposit and the LC Security Deposit are sometimes collectively referred to
herein as the "Security Deposit".) If Tenant shall at any time fail to timely
make any payment due or fail to timely perform or observe any term, covenant and
condition on Us part to be performed or observed under this Lease, Landlord may,
without Waiving or releasing Tenant from any obligation under this Lease and
without waiving its right to treat such failure as a default hereof use, apply
or retain the whole or any part of the Security Deposit reasonably necessary to
remedy such failure of Tenant and to compensate Landlord for damage it suffers
thereby. In such event, Tenant shall, within five (5) days after written demand
by Landlord, remit to Landlord sufficient funds to restore the Security Deposit
to its original sum; Tenants failure to do so being a material breach of this
Lease. Landlord is not a trustee of the Security Deposit and may commingle it,
use it in ordinary business, transfer or assign it, or use it in any combination
of those ways. Tenant shall not be entitled to any interest on the Security
Deposit. Should Tenant comply with all of said terms, covenants and conditions,
and at the end of the term of this Lease leave the Leased Premises in the
condition required by the terms of this Lease, then said Security Deposit shall
be returned to Tenant within the statutorily prescribed period following the
expiration or termination of this Lease and surrender of the Leased Premises by
Tenant.

                  2.6.1 THE LC SECURITY DEPOSIT. The LC Security Deposit shall:
(i) be in a form reasonably acceptable to Landlord and similar in form to the
For Letter of Credit, attached hereto as Exhibit "G" and incorporated by
reference herein: (ii) provide that it shall not terminate or expire until
ninety (90) days after the last to occur of the following: (a) the expiration or
earlier termination of this Lease, or (b) surrender of possession of the Leased
Premises by Tenant in accordance with this Lease (the "Expiry Date"); (iii) be
confirmed by a bank authorized to do business in the State of California, which
(x) is a member of the Federal Reserve banking system, (y) has a teller window
for receiving cash deposits located within the County of Santa Clara,
California, and (z) is otherwise reasonably acceptable to Landlord; and (iv) be
freely assignable by Landlord without charge; and (v) permit partial draws. In
addition, the LC Security Deposit shall state on its face that is payable to
Landlord, or to Landlord's assignee, upon the presentation by Landlord and/or
Landlord's assignee to the confirming bank that Beneficiary is entitled to make
the requested draw pursuant to the terms of this Lease. From time to time



                                       7


throughout the term of this Lease, Tenant may replace and/or renew the Letter of
Credit then acting as the LC Security Deposit pursuant to this section, with
Immediately Available Funds and/or a replacement Letter of Credit, provided
that: (I) such replacement LC Security Deposit or renewal shall he delivered to
Landlord on or before the thirtieth (30th) day prior to the expiration of the
Letter of Credit then held by Landlord as the LC Security Deposit under this
section; and (ii) such replacement LC Security Deposit or renewal shall
otherwise comply with all terms and conditions of this paragraph pertaining to
the original LC Security Deposit. Failure to deliver such a replacement LC
Security Deposit and/or renewal on or before thirty (30) days prior to the
expiration of the Letter of Credit then held as the LC Security Deposit (except
after the Expiry Date) shall allow Landlord to draw on the entire Letter of
Credit. If an event of default by Tenant occurs during the term of :his Lease or
any extension thereof, Landlord may (but shall not be required to) draw on and
use or apply all or such lesser part of the Letter of Credit as Landlord deems
necessary or such lesser part of the Letter of Credit as is necessary to remedy
such default and compensate Landlord for any loss, damage, costs, or expenses
which Landlord may have suffered by reason of such an event of default. Tenant
shall then, within five (5) days of written demand of Landlord, reinstate the
Letter of Credit or obtain a replacement Letter of Credit, in each case in the
full amount of the Letter of Credit as it existed before the draw, or Tenant
will be in default of this Lease. Within sixty (60) days after the expiration or
sooner termination of this Lease, Landlord shall return the Letter of Credit
then held by it to Tenant or so much of the proceeds thereof as have not been
applied by Landlord to remedy an event of default by Tenant or to compensate
Landlord for any loss or damage which Landlord may have suffered by reason of an
event of default by Tenant. The rights of Landlord with respect to the Letter of
Credit shall be in addition to any other rights or remedies which Landlord may
possess under this Lease.

         2.7 MINIMUM MONTHLY RENT DURING OPTION PERIOD. In the event that Tenant
shall timely and properly exercise its option to extend the term of this Lease,
the Minimum Monthly Rent during the First Option Period and the Second Option
Period shall be determined as follows:

                  2.7.1 MINIMUM MONTHLY RENT DURING OPTION PERIOD. During the
initial twelve (12) months of the First Option Period and the initial twelve
(12) months of the Second Option Period, Tenant shall pay to Landlord Minimum
Monthly Rent in an amount equal to ninety-five percent (95%) of the fair market
rental value for premises of similar type, design and quality and in the
immediate `vicinity of the Leased Premises, but in no event less than one
hundred three percent (103%) of the Minimum Monthly Rent payable by Tenant
diving the period immediately prior to the First Option Period or Second Option
Period, as applicable (the "Initial Option Year Minimum Monthly Rent"). The
Initial Option Year Minimum Monthly Rent shall be determined by agreement of
Landlord and Tenant, or by appraisal, as set forth below. During the succeeding
forty-eight (48) months of the First Option Period and the succeeding
forty-eight (48) months of the Second Option Period, as applicable, Tenant shall
pay to Landlord Minimum Monthly Rent in an amount determined by adjusting the
Initial Option Year Minimum Monthly Rent for such option period in accordance
with the provisions of Section 2.7.5 of this Lease below.

                  2.7.2 DETERMINATION OF INITIAL OPTION YEAR MINIMUM MONTHLY
RENT BY AGREEMENT. The parties shall have thirty (30) days after Landlord
receives the Extension Option Notice for each option period in which to agree




                                       8


upon the Initial Option Year Minimum Monthly Rent for such option period. If the
parties agree on the Initial Option Year Minimum Monthly Rent during said thirty
(30) day period, Landlord and Tenant shall immediately execute an amendment to
this Lease stating the agreed upon Minimum Monthly Rent for the initial twelve
(12) months of the First Option Period or the Second Option Period, as
applicable.

                  2.7.3 DETERMINATION OF INITIAL OPTION YEAR MINIMUM MONTHLY
RENT BY APPRAISAL. If Landlord and Tenant are unable to agree upon the Initial
Option Year Minimum Monthly Rent within the above referenced thirty (30) day
period, ten the Initial Option Year Minimum Monthly Rent shall be determined by
appraisal as set forth in this section. Within ten (10) days after the
expiration of the above referenced thirty (30) day period, Landlord and Tenant
shall each, at their own cost and expense, appoint one real estate appraiser
with at least five (5) years full time commercial real estate appraisal
experience in the county wherein the Leased Premises are located, to appraise
the Fair Market Rental Value of the Leased Premises for the initial twelve (12)
months of the First Option Period or the Second Option Period, as applicable,
and shall give notice of such selection to the other party. The appraisers
chosen by Landlord and Tenant, respectively, shall promptly meet and attempt to
determine the Fair Market Rental Value of the Leased Premises for the initial
twelve (12) months of the First Option Period or the Second Option Period, as
applicable. If', within thirty (30) days, the two appraisers are unable to agree
upon the Fair Market Rental Value of the Leased Premises for the initial twelve
(12) months of the First Option Period or the Second Option Period, as
applicable, but the higher of the two appraisals is not more than ten percent
(10%) greater than the lower of the two appraisals, then the average of the two
appraisals shall be conclusively established as the Fair Market Rental Value,
and the Initial Option Year Minimum Monthly Rent shall be established
accordingly. If the two appraisers are unable to agree on the Initial Option
Year Minimum Monthly Rent within said thirty (30) day period, the two appraisers
shall appoint a third appraiser who shall be a real estate appraiser with at
least ten (10) years full time commercial real estate appraisal experience in
the county wherein the Leased Premises are located. If the parties are unable to
agree on a third appraiser, then either party shall have the power to apply to
the Superior Court of California in and for the County of Santa Clara to have
said Court appoint a third appraiser who meets the qualifications stated in this
section. Each of the parties shall bear one-half (1/4) of the cost of appointing
the third appraiser and of paying the third appraiser's fee. Within thirty (30)
days after the selection of the third appraiser, such third appraiser shall
appraise the fair market rental value of the Leased Premises for the initial
twelve (12) months of the First Option Period or the Second Option Period, as
applicable, and the three appraisals shall be added together and their total
divided by three (3), the resulting quotient shall be the Initial Option Year
Minimum Monthly Rent, provided, however, that, except as set forth in the next
sentence, the Initial Option Year Minimum Monthly Rent shall not be: (i) lesser
than the lower of the two original appraisals; or (ii) greater than the higher
of the two original appraisals. Notwithstanding the foregoing, in no event shall
the Initial Option Year Minimum Monthly Rent be less than one hundred three
percent (103%) of the Minimum Monthly Rent payable by Tenant under the Lease for
the period immediately prior to the initial twelve (12) months of the First
Option Period or the Second Option Period: as applicable. In determining the
fair market rental value, each appraiser shall consider the highest and best use
for the Leased Premises, subject to the restrictions on use as set forth in
Section 3.1 of the Lease.




                                       9


                  2.7.4 INTERIM MINIMUM MONTHLY RENT PAYABLE PENDING
DETERMINATION OF INITIAL OPTION YEAR MINIMUM MONTHLY RENT. If the Initial Option
Year Minimum Monthly Rent has not been determined prior to commencement of
either the First Option Period or the Second Option Period, as applicable, the
rent payable by Tenant until such determination shall be the applicable Holdover
Rent determined in accordance with Section 1.3 of this Lease above.

                  2.7.5 ADJUSTMENTS TO MINIMUM MONTHLY RENT DURING OPTION
PERIOD. The Minimum Monthly Rent payable during the First Option Period or the
Second Option Period, as applicable, shall be adjusted annually pursuant to this
section on each anniversary of the 1st day of the First Option Period or the
Second Option Period, as applicable (the "Adjustment Date(s)"). As of each
Adjustment Date, the Minimum Monthly Rent shall be increased to a sum equal to
one hundred three percent (103%) of the Minimum Monthly Rent or the Minimum
Monthly Rent, as adjusted, as the case may be, payable for the period
immediately prior to the applicable Adjustment Date. Landlord shall provide
Tenant with written notice of each such adjustment in the Minimum Monthly Rent
following Landlord's determination thereof; provided, however, that any failure
or delay on the part of Landlord in delivering such notice shall not relieve
Tenant from the obligation to pay Minimum Monthly Rent, during all periods
commencing on the relevant Adjustment Date. In the event that Landlord shall not
have delivered an adjustment notice on or before a given Adjustment Date, Tenant
shall continue to pay the Minimum Monthly Rent due for the period prior to the
relevant Adjustment Date, until Landlord shall deliver to Tenant the notice of
adjustment. Within ten (10) days following receipt of the relevant adjustment
notice, Tenant shall pay to Landlord any accrued unpaid rent for the period
commencing on the relevant Adjustment Date.

                                    ARTICLE 3
                    USE OF LEASED PREMISES, PARKING, LICENSE
                            AND PUBLIC TRANSPORTATION

         3.1 PERMITTED USE: COMPLIANCE WITH INSURANCE, LAW. Tenant shall: (i)
use the Leased Premises for a data center for collocation, general office,
research and development, marketing, sales, storage and other legal uses and for
no other purpose; (ii) not do, bring, keep or allow anything in or about the
Leased Premises that may cause a cancellation of any insurance covering the
Leased Premises; (iii) comply with any and all requirements of any insurer of
the Leased Premises; and (iv) comply at its sole cost with all laws insofar as
they relate to the condition, use, or occupancy of the Leased Premises, and any
certificate of occupancy, certificate of compliance, permit, easement,
condition, covenant or restriction covering or affecting the condition, use or
occupancy of the Leased Premises, including, without limitation, and subject to
Article S hereof, the obligation to take curative action, whether substantial or
insubstantial, to alter or maintain the Leased Premises in compliance and
conformity with all such laws.

         3.2 WASTE; NUISANCE. Tenant shall not use or occupy the Leased Premises
in any manner that may constitute, nor shall Tenant suffer or permit the
existence, maintenance, or commission of any act, omission, or condition that
may constitute at the Leased Premises waste, nuisance, or unlawful acts. Tenant
shall not do anything on the Leased Premises that will cause damage to the
Leased Premises or threaten or impair the structural strength of the Building.




                                       10


         3.3 TOXIC MATERIALS. Tenant shall not create. generate, use, store,
bring, permit, emit, dispose of. or allow to be present, in, on, under, or
about, the Leased Premises any toxic or hazardous gaseous, liquid, or solid
material or waste ("Toxic Materials"), except upon Landlords specific prior
written consent, which consent may be withheld by Landlord with or without
cause, in its sole and absolute determination, and in compliance with all
applicable laws, as more particularly set forth in this Section 3.3.

                  3.3.1 For purposes of this section, "Toxic Materials",
include, without limitation, any material or substance: (i) having
characteristics of radioactivity, ignitability, corrosivity, reactivity, or
extraction procedure toxicity; (ii) which is listed on any of the Environmental
Protection Agency's lists of hazardous wastes or which are identified in
Sections 66680 through 66685 of Title 22 of the California Administrative Code
as the same may be amended from time to time; (iii) which has been determined by
any state, federal or local governmental or public authority or agency to be
capable of posing a risk of injury to health, safety or property; (iv) which are
designated as hazardous or toxic by the city and/or county in which the Leased
Premises are located, the United States Environmental Protection Agency, the
United States Consumer Product Safety Commission, the United States Food and
Drug Administration, the California Water Resources Control Board, the Regional
Water Quality Control Board, San Francisco Bay Region, the California Air
Resources Board, CAL/OSHA Standards Board, Division of Occupational Safety and
Health, the California Department of Food and Agriculture, the California
Department of Health Services, and any federal, state, county, and/or municipal
agencies that have overlapping jurisdiction with such federal, state, county,
and municipal agencies, or any other governmental agency now or hereafter
authorized to regulate materials and substances in the environment; and/or (v)
which require remediation under federal, state, county, or municipal statutes,
ordinances, regulations or policies.

                  3.3.2 Tenant shall indemnify, defend, and hold Landlord
harmless from any and all claims, liabilities, costs or expenses incurred or
suffered by Landlord arising from the creation, generation, use, storage,
bringing, permitting, emission, disposal of or allowance to be present, of Toxic
Materials in, on, tinder, or about the Leased Premises, and whether or not
consent to the same has been granted by Landlord, unless caused by Landlord's
gross negligence or willful misconduct. Tenant's indemnification, defense, and
hold harmless obligations include, without limitation: (5) any and all claims,
liabilities, costs and/or expenses resulting from or based upon administrative,
judicial (civil or criminal) or other action, whether legal or equitable,
brought by any private or public person or entity under common law or any
federal, state, county, municipal law, statute, ordinance, or regulation,
including, without limitation, any subsequent tenant or owner of the Leased
Premises or adjacent property; (ii) any and all claims, liabilities, costs or
expenses pertaining to the cleanup or containment of Toxic Materials in, on,
under, or about the Leased Premises, the identification of the pollutants in the
Toxic Materials, the identification of the scope of any such environmental
contamination, the removal of pollutants from soils, riverbeds or aquifers, the
provision of an alternative public drinking water source, or the long term




                                       11


monitoring of ground water and surface waters; (iii) any and all costs and fees
incurred, including, without limitation, attorneys' fees and costs, in defending
such claims; and (iv) any and all costs or losses suffered by Landlord as the
result of any delay or inability to sell or lease the Leased Premises after the
expiration of the Lease, including, without limitation, compensation for any
diminution in the market value of the Leased Premises resulting from the
presence of Toxic Materials thereon. Tenant shall comply at its sole cost and
expense with all laws pertaining to such Toxic Materials. Tenant's hold
harmless, defense, and indemnity obligations hereunder shall survive the
expiration or termination of this Lease. Landlord shall indemnify, defend, and
hold Tenant harmless from any injury, loss or damage, including reasonable
attorneys' fees and costs of suit arising out of a release of Toxic Materials
which Tenant proves occurred prior to the Commencement Date, unless such
contamination results solely from the gross negligence or intentional acts of
Tenant.

                  3.3.3 Tenant shall immediately notify Landlord of any inquiry,
test, investigation or enforcement proceeding initiated by any applicable
governmental authority or other person or entity against Tenant, Landlord, or
the Leased Premises concerning the presence (or suspected presence) of any Toxic
Materials in , on, under, or about the Leased Premises. Tenant acknowledges that
Landlord, as the owner of the Leased Premises, must approve in writing any
settlement agreement negotiated by Tenant in connection with any such
investigation, proceeding, or enforcement action. Landlord shall not
unreasonably withhold any such approval.

                  3.3.4 Notwithstanding any other right of entry granted to
Landlord under this Lease, Landlord shall have the right to enter the Leased
Premises or to have consultants enter the Leased Premises throughout the term of
this Lease for the purpose of determining: (i) whether or not the Leased
Premises are in conformity with federal, state; county, and municipal statutes,
regulations, ordinances, and policies including those pertaining to the
environmental condition of the Leased Premises; (ii) whether or not Tenant is in
compliance with the provisions of this Section 3.3; and/or (iii) any or all
corrective measures required of Tenant in order to ensure the safe use, storage,
and disposal of Toxic Materials, and/or the removal thereof (except to the
extent used, stored, or disposed of by Tenant or its agents, employees,
contractors, or invitees in compliance with applicable law). Provided Landlord
has reasonable cause to believe that Toxic Materials are present in, on, or
tinder the Leased Premises, such inspections may include, but are not limited
to, entering the Leased Premises or adjacent property with drill rigs or other
machinery for the purpose of obtaining laboratory samples. Landlord shall not
undertake such inspections more than once a calendar year unless Landlord has
reasonable cause to believe that Toxic Materials are present in, on or under the
Leased Premises in violation of applicable laws or the terms of this Lease. To
the extent such inspections discover the presence, handling, storage, release,
or disposal of any Toxic Material contrary to provisions of this Lease by Tenant
or its agents, employees, contractors, or invitees, Tenant shall reimburse
Landlord for the cost of such inspections within ten (10) days after receipt of
a written statement thereof. Landlord shall use reasonable good faith efforts to
conduct such inspections in a manner that minimizes any interference with
Tenant's use of the Leased Premises. If such consultants determine that the
Leased Premises or any portion thereof (including, without limitation, sewers
and storm drains) are contaminated with Toxic Materials used, stored, disposed,
or released by Tenant or any of its agents, employees contractors, or invitees.
Tenant shall, in a timely manner, at Tenant's sole cost and expense, remove such
Toxic Materials or otherwise comply with the recommendations of such consultants




                                       12


to the reasonable satisfaction of Landlord and any applicable governmental
authorities. The rights granted to Landlord herein to inspect the Leased
Premises shall not create a duty on Landlord's part to inspect the Leased
Premises, or liability of Landlord for Tenant's use, storage, or disposal of
Toxic Materials, it being understood that Tenant shall be solely' responsible
for all liability in connection therewith.

                  3.3.5 Tenant shall surrender the Premises to Landlord upon the
expiration or earlier termination of this Lease free from any Toxic Materials,
debris, and waste that Tenant is responsible for pursuant to the terms of this
Section 13, including without limitation, any Toxic Materials that may have been
created, generated, used, stored, disposed of brought upon, or introduced on the
Premises by Tenant or its agents, employees, contractors, or invitees during
Tenants prior occupancy of the Premises pursuant to this Lease. n no event shall
detectable levels of such Toxic Materials (if any) which would operate as a
threshold for actions prescribed by law or regulation or would diminish the fair
market value of the Leased Premises were it not for the presence of such Toxic
Materials be acceptable. Tenant's obligations tinder this section shall survive
the expiration or earlier termination of this Lease.

                  3.3.6 Prior to introducing any Toxic Materials in, or, under,
or about the Leased Premises, Tenant shall provide Landlord with copies of any
and all permits and applications submitted by Tenant and/or issued by any
governmental agency concerning Tenant's use or generation of such Toxic
Materials, in, on, under, or about the Leased Premises. At Tenant's sole cost
and expense, Tenant shall implement any conditions imposed by such governmental
agency(ies) in connection with such permits and applications, as well as any
governmentally required compliance programs, and any reasonable compliance
program requested by Landlord, and Tenant shall regularly provide Landlord and
Landlord's agents with all information they may request pertaining to any such
Toxic Materials or compliance program, and Landlord shall be free to make such
inspections of the Leased Premises as it deems necessary or desirable in order
to evaluate such conditions.

                  3.3.7 If Landlord grants Tenant permission in writing in
advance to so bring, allow, use, store, permit, generate, or create, emit or
dispose of Toxic Materials in, on ,under, or about the Leased Premises, Tenant
shall provide to Landlord on an annual basis a report from a person who, to
Landlord's satisfaction, is appropriately qualified or licensed as an expert in
the field of toxic materials compliance laws, which certifies that Tenant is
complying with all applicable governmental statutes and regulations concerning
Toxic Materials, and that there have been no spills or contaminations by Tenant
at the Leased Premises that have not been fully corrected and cleaned up.

                  3.3.8 In the event of contamination by Toxic Materials at,
from, of or around the Leased Premises, the cleanup of which is the
responsibility of Tenant, Landlord may require within fifteen (15) days after
written notification from Landlord, that Tenant post a bond or other adequate
security to the benefit of Landlord, in an amount equal to Landlord's estimate
of costs for cleaning up the contamination. The posting of the bond does not
relieve Tenant from fulfilling its responsibility to clean up the contamination.
After the contamination has been cleaned up and certified, as set forth above,
the bond or other adequate security shall be returned to Tenant.

                  3.3.9 Within ten (10) days after the expiration of the term of
this Lease, at Landlord's election, Landlord and Tenant shall reasonably agree
upon and engage a third party to test for Toxic Materials contamination in, on,



                                       13


tinder, and about the Leased Premises, at a cost to be borne by Tenant. If the
parties cannot agree upon a third party to conduct such tests, Landlord shall
name a qualified environmental testing firm with at least five (5) years
experience to conduct such investigation. The results of such tests shall be
conclusively presumed to establish the presence or absence of any such Toxic
Materials contamination.

                  3.3.10 Tenant acknowledges that Tenant has been informed that
the property adjacent to the Leased Property, located at 2790-3000 Corvin Drive,
Santa Clara, CA, has recently been the subject of an environmental clean-up and
that one or more test wells are located on the Premises in connection with such
clean-up.

                  3.3.11 Landlord represents that as of the Commencement Date,
Landlord has not received notice that any Toxic Materials are present at or in
the Leased Premises the nature, concentration or condition of which violates any
applicable federal, state, or local, rule, regulation, ordinance, or statute. To
the best of Landlord's knowledge without inquiry, as of the date of execution of
this Lease: (i) no Toxic Materials from such adjacent property as described
above in Section 3.3.10 have migrated in, on, or tinder the Leased Premises; and
(ii) the Leased Premises, the Building and the Land are free front all Toxic
Materials.

                  3.3.12 Notwithstanding any other provision in this Lease,
nothing in this Lease shall obligate Tenant to remove, remediate or otherwise
respond to, or to indemnify, defend or hold harmless Landlord (or any other
person) as a result of or in connection with, or to pay to Landlord (or any
other person) as Additional Rent any costs or expenses arising out of, any Toxic
Materials that were present on or under the Premises at any time prior to the
Commencement Date.

                  3.3.13 The parties acknowledge that, per Tenant's request, and
pursuant to the terms of that letter agreement dated August 23, 2000, a copy of
which is attached hereto as Exhibit "F" and incorporated by reference herein,
Lowney Associates have been contracted to evaluate the Leased Premises' existing
subsurface conditions to establish a "base line" environmental condition of the
Leased Premises. The costs of such work shall be shared equally by Tenant and
Landlord; provided, however, that Landlord shall not be obligated to pay in
excess of five thousand dollars and no cents ($5,000.00) towards the cost of
such work and alt costs in excess of such amount shall be the sole obligation of
Tenant. Upon the completion of the work, Tenant shall provide Landlord with a
copy of any report arising from such work, if any.

         3.4 QUIET ENJOYMENT. Provided Tenant timely complies with and performs
each and every covenant, agreement, term, provision, and condition contained in
this Lease on the part of Tenant to be complied with or performed, Tenant shall
have the quiet use and enjoyment of the Leased Premises without disturbance by
Landlord, its successors and assigns, or anyone claiming by, through, or under
Landlord, subject to the covenants, agreements, terms, provisions, and
conditions of this Lease. This covenant of Landlord is in lieu of any covenant
of quiet enjoyment implied by law.

         3.5 PARKING. Subject to all applicable laws, throughout the term of
this Lease, Tenant shall have the use and enjoyment of all parking areas located



                                       14


upon the Land for the purpose of parking passenger automobiles used by the
employees, customers, contractors, and guests of Tenant (the "Parking License").

         3.6 ACCESS. During the term of the Lease, Tenant shall have twenty-four
(24) hour access to the Leased Premises, seven days a week.

                                    ARTICLE 4
                             MAINTENANCE AND REPAIR

         4.1 CONDITION OF PREMISES. Tenant: (i) has examined the Leased
Premises, is aware of their condition and acknowledges that, except as expressly
provided herein, Landlord has made no warranty or representation with respect to
same, (ii) accepts the Leased Premises and improvements thereon as-Is in their
present condition, including, without limitation, with respect to any
non-compliance of all or any portion of the Leased Premises with local
ordinances or building codes, or with the Americans With Disabilities Act, (iii)
agrees that the Leased Premises and improvements, and facilities appurtenant
thereto are. in good, clean, safe and tenantable condition as of the date of
this Lease and that this provision shall be conclusively binding on the parties
hereto, and (iv) acknowledges that Landlord is relying on such acceptance and
agreement as consideration for entering into this Lease. Notwithstanding the
foregoing, en the Commencement Date, Landlord shall deliver possession of the:
Leased Premises with all existing plumbing, air-conditioning, heating, and other
existing operating systems in good working condition.

         4.2 TENANT MAINTENANCE AND REPAIR OBLIGATIONS. Tenant, at its sole cost
and expense, shall, at all times during the term of this Lease, keep and
maintain all the Leased Premises, and all portions thereof including, without
limitation, all Property, appurtenances, equipment, and systems, in, on, under,
and about, the Leased Premises, in good order, condition and repair (which shall
include replacement), including, without limitation, al improvements,
alterations, fixtures, and all wall, window, and floor coverings located
therein, as well as all telephonic, electrical, and computer systems and
cabling. The necessity for ant. adequacy of repairs to and maintenance of such
maintenance and repair shall be measured by the standard which is appropriate
for industrial/office buildings of similar type design, size, and quality in
Santa Clara or Alameda County. Except as otherwise provided in Article 8 of this
Lease (Destruction of the Leased Premises), Tenant, at Tenant's sole cost and
expense shall repair and/or replace any portion of the Leased Premises, or the
Building, which is damaged or injured as the result of any negligent or
intentional act or failure to act on the part of Tenant, or Tenant's agents,
servants, employees, contractors, visitors, invitees, or licensees, or as the
result of any breach of Tenant's obligations tinder this Lease.

         4.3 LANDLORD MAINTENANCE AND REPAIR OBLIGATIONS. Landlord shall have no
obligation to repair or maintain all or any portion of the Leased Premises.
Tenant hereby waives all rights under the provisions of Sections 1932, 1933,
1941 and 1942 of the Civil Code of the State of California and all rights under
any law in existence during the term of this lease authorizing a tenant to make
repairs at the expense of a landlord or to terminate a ease upon the complete or



                                       15


partial destruction of the Leased Premises, or any portion thereof. In no event
shall Landlord be responsible for any consequential damages arising or alleged
to have arisen from any of the foregoing matters.

                                    ARTICLE 5
                         ALTERATIONS, FIXTURES AND SIGNS

         5.1 INITIAL TENANT IMPROVEMENTS. Subject to the requirements of this
Section 5.1, immediately following receipt of possession of the Leased Premises,
Tenant shall proceed with all due diligence, at Tenant's sole expense, to
install and configure the Leased Premises in accordance with the tenant
improvement plans and/or descriptions set forth in the Tenant Work Letter
attached hereto as Exhibit "C" and incorporated herein by reference, to install
its trade fixtures, and to perform such additional work as it may deem necessary
for the conduct of its business within the Leased Premises (collectively
referred to as "Tenant's Work"). Tenant shall construct the Tenant's Work in
four phases, each phase is more particularly described in the Work Letter as
"Phase One", "Phase Two", "Phase Three" and "Phase Pour" respectively.
Construction of Tenant's Work during each phase shall comply with all the terms
of the Tenant Work Letter and the Lease, as applicable.

                  5.1.1 TENANT IMPROVEMENT ALLOWANCE. In connection with Phase
One, Landlord shall give to Tenant a Tenant Improvement Allowance (the
"Allowance") in an amount not to exceed seven hundred fifty thousand dollars and
no cents ($750,000.00), subject to the following terms and conditions:

                           5.1.1.1 The proceeds of the Allowance shall be used
solely to pay the costs of Tenant's construction of Tenant's Work in Phase One
("Tenant's Initial Work");

                           5.1.1.2 Landlord shall disburse funds from the
Allowance to Tenant, or for Tenant's account, in the mariner described below,
provided. that all of the following conditions have been satisfied:

                                    5.1.1.2.1 Landlord receives a copy of
Tenant's budget for construction of the Tenant's Initial Work within thirty (30)
days after execution of this Lease for the proposed construction of Tenant's
Initial Work, and Landlord approves of said budget (Landlord's approval shall
not be unreasonably withheld);

                                    5.1.1.2.2 Tenant delivers to Landlord copies
of each of the following:

                                              (a)   a use permit (if required);

                                              (b)   alt required building
                                                    permits;

                                              (c)   all other permits, licenses,
and other approvals required by law to complete Tenant's construction of
Tenant's Initial Work on the Leased Premises; and




                                       16


                                          (d) a complete list of the names,
addresses, telephone numbers and contract amounts for all contractor(s),
subcontractors, vendors and/or suppliers providing materials and/or labor for
the construction of Tenant's Initial Work; and

                                    5.1.1.2.3 Within thirty (30) days after each
of the foregoing conditions specified have been satisfied by Tenant. Tenant
shall deliver to Landlord a written request for disbursement from the Allowance,
together with: (I) conies of all invoices from Tenant's contractor(s),
subcontractors, vendors and/or suppliers providing materials and/or labor for
the construction of Tenant's Initial Work; (ii) a conditional mechanic's lien
release or other lien release, in a form reasonably acceptable to Landlord, for
all work for which Tenant seeks a disbursement request; and (iii) an
unconditional mechanics' lien release or other lien release for all of the
Initial Tenant Work that has been performed thus far, if any, in a form
reasonably acceptable to Landlord. Within thirty (30) days after Landlord's
receipt of such written request for distribution, Landlord shall disburse to
Tenant the amount of such invoices, unless, within said thirty (30) day period,
Landlord shall notify Tenant of Landlord's reasonable objection(s) thereto.
Notwithstanding the foregoing, Landlord, in Landlord's sole determination, shall
have the right to deposit all or some portion of the Allowance into Tenant's
Escrow Account or into a separate construction escrow account established by
Landlord in order to facilitate payment of the construction costs upon
submission of Tenant invoices. In connection with the foregoing, prior to
commencing any Tenant's Work in any of the phases, Tenant shall purchase and
deliver to Landlord a payment and a performance bond issued by a surety
authorized to do business within the State of California in a principal amount
sufficient to ensure completion of such Tenant's Work. Tenant shall bear all
costs of construction of Tenant's Work in excess of the Allowance.

                  5.1.2 Tenant shall not have access to any of the Allowance
until after the Commencement Date of the Lease. During the first thirty days
after the Commencement Date, Landlord shall make available to Tenant a maximum
of two hundred thousand dollars and no cents (S200,000.00) of the Allowance,
subject to the terms in this Section 5.1. After the initial thirty-day period,
the balance of the Allowance shall be made available to Tenant, payable to
Tenant pursuant to the terms in this Section 5.1.

         5.2 SUBSEQUENT ALTERATIONS TO THE LEASED PREMISES BY TENANT. Except as
provided in this section, Tenant shall not make any further alterations,
improvements, or modifications to the Leased Premises, or to the Building,
without Landlord's express prior written consent, which consent shall not he
unreasonably withheld or delayed. Tenant, at its cost, shall have the right to
make, without Landlord's consent, such nonstructural alterations to the interior
of the Leased Premises, as Tenant requires in order to conduct its business
within the Leased Premises, provided such non-structural alterations
collectively do not exceed a total cost to Tenant in excess of the amount of
fifty thousand dollars and no cents ($50,000.00) in any three calendar year
period; and provided, however, that Tenant shall not begin any such alterations,
modifications, or improvements, until five (5) business days after Tenant has
notified Landlord of the date the alterations will commence. so that Landlord
can post appropriate notices of non-responsibility.





                                       17


         5.3 ALTERATIONS TO THE LEASED PREMISES REQUIRING LANDLORD'S CONSENT.
When making any alterations, improvements, or modifications to the Leased
Premises or the building thereon, which require Landlord's prior written
consent, not less than thirty (30) days prior to the date upon which Tenant
intends to commence construction of such alterations, improvements, or
modifications, Tenant shall submit to Landlord for approval reasonably detailed
final plans and working drawings of the proposed alterations, improvements, or
modifications. Landlord may impose as a condition of its consent to such
alterations, improvements, or modifications, such requirements as Landlord may
deem reasonable and desirable, including but not limited to, the requirement
that Tenant, and/or Tenant's contractor(s), post a payment and/or a completion
bond, or deposit sufficient funds to complete the project into a construction
escrow account reasonably acceptable to Landlord ("Tenant's Escrow Account"), in
order to guarantee the performance of Tenant's construction obligations
hereunder. Landlord also reserves the right to disapprove of any proposed
alterations, improvements, or modifications, which, in Landlord's sole
determination, would not maintain a consistency of design within the Building.
Landlord agrees to consent to said proposed alterations, improvements, or
modifications, or to advise Tenant in reasonable detail of its reasonable
objections thereto, within twenty-one (21) days after receipt of the proposed
final drawings and plans, in order to permit Tenant time to make any appropriate
revisions to its plans. If Landlord fails to affirmatively approve or disapprove
of the proposed alterations, improvements, or modifications within said time
period, the proposed alterations, improvements, or modifications shall be deemed
disapproved. Once said plans are approved by Landlord in writing, Tenant shall
configure and construct the Leased Premises in strict accordance with such plans
and shall make no changes without Landlord's consent.

         5.4 ALL ALTERATIONS TO THE LEASED PREMISES. In making any alterations,
improvements, or modifications to the Leased Premises, or to the Building,
including, without limitation, the construction of Tenant's Work during any of
the phases, and whether or not Landlord's prior consent is required pursuant to
this Lease, Tenant shall comply with each of the following terms and conditions,
unless specifically stated otherwise in the Lease or the Work Letter:

                  5.4.1 Tenant shall utilize only such contractor(s), materials,
mechanics and materialmen in connection with the alteration, improvement, or
modification of the Leased Premises, as shall have been approved by Landlord in
Landlord's reasonable determination.

                  5.4.2 Tenant shall pay all costs and expenses relating to the
alteration, improvement, or modification to the Leased Premises undertaken by
Tenant.

                  5.4.3 Tenant shall provide working drawings of any proposed
alterations, improvements, and/or modifications to Landlord prior to commencing
such alterations or modifications.

                  5.4.4 All alterations, improvements, and/or modifications
shall be approved by all appropriate government agencies, and all applicable
permits and authorizations shall be obtained prior to commencement of
construction of the alterations.

                  5.4.5 All alterations, improvements, and/or modifications
shall be completed by Tenant with due diligence in strict compliance with all
laws ad regulations relating to the project, including, but not limited to, the



                                       18


Americans With Disabilities Act of 1990, Pub. Law 101-336, 104 Stat. 1327, as
amended, and all related Federal, State and Local statutes and regulations
(collectively referred to as "ADA"), and in strict accordance with the plans and
specifications and working drawings.

                  5.4.6 Prior to commencing construction, Tenant will obtain,
and/or cause its architects and contractors to obtain, and verify to Landlord
that Tenant, and/or its architects and contractor(s), have obtained, such
additional insurance as shall he reasonably required by Landlord, including, but
not limited to errors and omissions coverage for all design work, workers
compensation insurance as required by law, all physical loss builders risk
insurance, including operations completed coverage, and standard endorsement CC
2010, comprehensive automobile liability insurance, and comprehensive general
liability insurance. All liability policies, except for workers compensation
insurance, shall have policy limits of not less than two million dollars and no
cents ($2,000,000.00), or such additional amount as Landlord may reasonably
require, and shall name Landlord and Landlord's employees, agents, architects,
and contractors as additional insureds. All casualty policies shall have policy
limits of not less than full replacement value, with deductibles not greater
than one thousand dollars and no cents ($1,000.00) per occurrence. The policy of
workers compensation insurance shall be in such coverage amount as is required
by law, and shall contain an endorsement waiving all rights of subrogation
against Landlord, and Landlord's employees, agents, architects, and contractors.

                  5.4.7 All alterations, improvements, modifications, and
fixtures shall utilize building standard materials.

                  5.4.8 All work shall be performed in a manner that will not
materially interfere with the quiet enjoyment of occupants of adjacent
properties.

                  5.4.9 All improvements, modifications, alterations, and/or
fixtures installed as part of the construction, shall at Landlord's election,
become the property of Landlord upon the expiration or other earlier termination
of this Lease; provided, however, that Landlord shall have the right to require
Tenant to remove the fixtures at Tenant's cost on termination of this Lease. If
Tenant is required by Landlord to remove the fixtures on termination of this
Lease, Tenant shall repair and restore any damages to the Leased Premises caused
by such removal.

         5.5 MECHANICS' LIENS. Tenant shall pay for all construction by it or
caused to be done by it on the Leased Premises as permitted by this Lease.
Tenant shall keep the Leased Premises, and the building thereon, and any other
improvements owned by Landlord, free and clear of all mechanics' and
materialmen's liens resulting from construction done by or for Tenant. Tenant
shall have the right to contest the correctness or the validity of any such lien
it immediately upon demand by Landlord, Tenant procures and records a lien
release bond issued by a corporation authorized to issue surety bonds in the
State of California in an amount equal to one and one-half (1/2) times the
amount of the claim of lien. The bond shall provide for the payment of any sum
that the claimant may recover on the claim (together with costs of suit if it
recovers in the action). Failure to obtain such a lien release bond within ten





                                       19


(10) days after notice thereof shall, in the sole discretion of Landlord,
constitute an event of default under this Lease. If Tenant fails to obtain such
a lien release bond within said ten (10) day period, Landlord may take whatever
actions Landlord deems necessary in order to obtain the release, and Tenant
shall indemnify Landlord for all costs incurred by Landlord in obtaining such
release, including, but not limited to, any attorneys' fees and costs incurred
by Landlord and/or the lien claimant.

         5.6 SIGNS. Tenant, at Tenant's sole cost, may install any signage upon
the Leased Premises that is permitted by applicable law, including without
limitation, any federal, state, local, or quasi-governmental rule, regulation.
ordinance, statute, or case law, and is not inconsistent with any Covenants,
Conditions, and Restrictions (or similar type agreement) in effect concerning
the Property. Landlord makes no representation with respect to Tenant's ability
to obtain such approval and/or to install such signage. Tenant shall remove such
signage at the Expiration Date or sooner termination of this Lease and repair
any damage to the Leased Premises caused by such removal.

                                    ARTICLE 6
                             UTILITIES AND SERVICES

         6.1 UTILITIES AND SERVICES TO LEASED PREMISES. Tenant shall contract
with and pay directly the providers of all utilities and services furnished to
the Leased Premises, including, without limitation, the following: gas,
electrical, H.V.A.C., telephone, waste removal, janitorial, sewage, and other
utilities, telecommunications and cleaning services provided to the Leased
Premises.

         6.2 INTERRUPTION OF SERVICES. Landlord shall not be liable to Tenant
for any interruption or failure of any utilities or services to the Leased
Premises, or any portion thereof, nor shall such constitute a constructive
eviction or give rise to a right of rent offset or abatement or effect the
obligations of Tenant under this Lease in any other way whatsoever where the
failure or interruption is caused by accident, breakage, repairs, strikes,
lockouts or labor disputes of any nature, Acts of God or Nature, the utility
supplier or by any other cause, similar or dissimilar, beyond the reasonable
control of Landlord or where Landlord diligently and in good faith acts to
remedy same, unless such interruption or failure was caused by Landlord's gross
negligence or willful misconduct, but Tenant shall be subrogated to any rights
Landlord may have against any supplier of services or utilities in such event.

                                    ARTICLE 7
                       INDEMNITY AND EXCULPATION INSURANCE

         7.1 INDEMNIFICATION AND WAIVER. Except when due to the gross negligence
or willful misconduct of the Landlord Parties (as defined below) and as
otherwise provided for in this Lease, Tenant hereby assumes all risk of damage
to property or injury to persons in, upon or about the Leased Premises from any
cause whatsoever (including, but not limited to, any personal injuries resulting
from a slip and fall in, upon or about the Leased Premises) and agrees that
Landlord, its partners, subpartners and their respective officers, agents,
servants, employees, and independent contractors (collectively, "Landlord
Parties") shall not be liable for, and are hereby released from any
responsibility for, any damage either to person or property or resulting from
the loss of use thereof, which damage is sustained by Tenant or by other persons
claiming through Tenant. Tenant shall indemnify, defend, protect, and hold
harmless the Landlord Parties from any and all loss, cost, damage, expense and



                                       20


liability (including without limitation court costs and reasonable attorneys'
fees) incurred in connection with or arising from any cause in, on or about the
Leased Premises (including, but not limited to, a slip and fall), any acts,
omissions or negligence of Tenant or of any person claiming by, through or under
Tenant, or of the contractors. agents, servants, employees, invitees. guests or
licensees of Tenant or any such person, in. on or about the Leased Premises, or
any portion thereof, or any breach of the terms of this Lease, either prior to,
during, or after the expiration of the term of this Lease, provided that the
terms of the foregoing indemnity shall not apply to the gross negligence or
willful misconduct of the Landlord Parties. Should Landlord be named as a
defendant in any suit brought against Tenant in connection with or arising out
of Tenant'; occupancy of the Leased Premises, Tenant shall pay to Landlord its
costs and expenses incurred in such suit, including without limitation, its
actual professional fees such as reasonable appraisers', accountants' and
attorneys' fees; provided, however, that if Tenant's and/or Landlord's insurance
carrier has acknowledged coverage for the claim, and the available insurance
proceeds are reasonably adequate to cover all of Landlord's losses, Tenant shall
not be obligated to pay any amounts in excess of the available coverage. The
provisions of this section shall survive the expiration or sooner termination of
this Lease with respect to any claims or liability arising in connection with
any event occurring prior to such expiration or termination.

         7.2 TENANT'S INSURANCE. Tenant shall maintain the following coverages
in the following amounts.

                  7.2.1 COMMERCIAL GENERAL LIABILITY INSURANCE. Covering the
insured against claims of bodily injury, personal injury and property damage
(including loss of use thereof arising out of Tenant's operations, and
contractual liabilities (covering the performance by Tenant of its indemnity
agreements) including a Broad Form endorsement covering the insuring provisions
of this Lease and the performance by Tenant of the indemnity agreements set
forth in Section 7.1 above, for limits of liability not less than:

                Bodily Injury and
                 Property Damage                  $3,000,000 each occurrence
                 Liability                        $3,000,000 annual aggregate
                 Personal Injury Liability        $3,000,000 each occurrence
                                                  $3,000,000 annual aggregate
                                                  0% insured's participation

                  7.2.2 PHYSICAL DAMAGE INSURANCE. Covering the Leased Premises,
and all portions thereof, including without limitation, (i) all office
furniture, business and trade fixtures, office equipment, free-standing cabinet
work, movable partitions, merchandise and all other items of Tenant's property
within the Leased Premises. (ii) the Building structure and improvements; (iii)
Tenant's Work; (iv) any other improvements which exist in the Leased Premises,
and (v) all other improvements, alterations and additions to the Leased
Premises. Such insurance shall be written on an "all risks" of physical loss or
damage basis, for the full replacement cost value (subject to reasonable
deductible amounts) mew without deduction for depreciation of the covered items
and in amounts that meet any cc-insurance clauses of the policies of insurance



                                       21


and shall include coverage for damage or other loss caused by fire or other
peril including, but not limited to, vandalism and malicious mischief, theft,
water damage of any type, including sprinkler leakage, bursting or stoppage of
pipes, and explosion, and providing business interruption coverage for a period
of one year.

                  7.2.3 WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY. Tenant
at Tenant's sole cost shall maintain Worker's Compensation insurance in the
amounts and as required by the State of California and Employer's Liability
insurance, or other similar insurance reasonably satisfactory to Landlord, in
amounts reasonably satisfactory to Landlord, or as otherwise required by
applicable state and local statutes and regulations.

                  7.2.4 FORM OF POLICIES. The minimum limits of policies of
insurance required of Tenant under this Lease shall in no event limit the
liability of Tenant under this Lease. Each policy of insurance required to be
carried by Tenant under this Lease (including, without limitation, all insurance
required pursuant to Section 5.4.6 above) shall (i) name Landlord, and any other
party the Landlord so specifies, as an additional insured, including Landlord's
managing agent, if any; (ii) be issued by an insurance company having a rating
of not less than A-X in Best's Insurance Guide or which is otherwise acceptable
to Landlord and licensed to do business in the State of California; (iii) be
primary insurance as to all claims thereunder and provide that any insurance
carried by Landlord is excess and is non-contributing with any insurance
requirement of Tenant; (iv) be in form and content reasonably acceptable to
Landlord; and (v) provide that said insurance shall not be canceled or coverage
changed unless thirty (30) days' prior written notice shall have been given to
Landlord and any mortgagee of Landlord. Tenant shall deliver said policy or
policies or certificates thereof to Landlord on or before the Commencement Date
and at least thirty (30) days before the expiration dates thereof. In the event
Tenant shall fail to procure such insurance, or to deliver such policies or
certificate, Landlord may, at its option, procure such policies for the account
of Tenant, and the cost thereof shall be paid to Landlord within five (5) days
after delivery to Tenant of bills therefor.

                  7.2.5 SUBROGATION. Landlord and Tenant intend that their
respective property loss risks shall be borne by reasonable insurance carriers
to the extent above provided, and Landlord and Tenant hereby agree to look
solely to, and seek recovery only from, their respective insurance carriers in
the event of a property loss to the extent that such coverage is agreed to be
provided hereunder. The parties each hereby waive all rights and claims against
each other for such losses, and waive all rights of subrogation of their
respective insurers, provided such waiver of subrogation shall not affect the
right to the insured to recover thereunder. The parties agree that their
respective insurance policies are now, or shall be, endorsed such that the
waiver of subrogation shall not affect the right of the insured to recover
thereunder, so long as no material additional premium is charged therefor.

                  7.2.6 ADDITIONAL INSURANCE OBLIGATIONS. Tenant shall carry and
maintain during the entire Lease Term, at Tenant's sole cost and expense,
increased amounts of the insurance required to be carried by Tenant pursuant to
this section and such other reasonable types of insurance coverage and in such
reasonable amounts covering the Leased Premises and Tenant's operations therein,
as may be reasonably requested by Landlord.




                                       22


                                    ARTICLE 8
                                   DESTRUCTION

         8.1 REPAIR OF DAMAGE TO PREMISES BY LANDLORD. Except as otherwise set
forth in Section 8.2 below, in the event that all or any portion of the Leased
Premises shall be damaged by fire or other casualty, this Lease shall not
terminate, and Tenant shall reconstruct the Leased Premises on the terms and
conditions set forth herein. If any such casualty shall occur, Tenant shall
promptly notify Landlord of such damage, subject to the provisions of Article 5
of this Lease, Tenant shall promptly and diligently, subject to reasonable
delays for insurance adjustment or other matters beyond Tenant's reasonable
control, and subject to all other terms of this article, restore the Leased
Premises to substantially the condition prior to the casualty, except for
modifications required by zoning and building codes and other laws or by the
holder of a mortgage on the Building and/or the Leased Premises or any other
modifications requested by Landlord, which are consistent with the character of
the Building; provided, however that Landlord shall contribute to the costs of
such reconstruction ("Landlord's Insurance Contribution") out of any insurance
proceeds actually received by Landlord as the result of such damage to the
Leased Premises (other than insurance proceeds, or any portion thereof, received
by Landlord as compensation for loss or damage to personal property or fixtures
belonging to Landlord) in an amount equal to the difference between Tenant's
total costs of reconstruction and the greater of the following ("Tenant's
Insurance Proceeds"): (a) the total amount of insurance required to be carried
by Tenant under this Lease with respect to such event of damage or destruction;
or (b) the total amount of insurance proceeds actually received by Tenant as the
result of such damage or destruction. In no event shall Landlord's Insurance
Contribution exceed the amount of insurance proceeds actually received by
Landlord as the result of such damage to the Leased Premises (other than
insurance proceeds received by Landlord as compensation for loss or damage to
personal property or fixtures belonging to Landlord). Prior to the commencement
of construction, Tenant shall submit to Landlord, for Landlord's review and
approval, all plans, specifications and working drawings relating thereto, and
Landlord shall select the contractors to perform such improvement work. Landlord
shall not be liable for any inconvenience or annoyance to Tenant or its
visitors, or injury to Tenant's business resulting in any way from such damage
or the repair thereof; provided however, that if such fire or other casualty
shall have damaged portions of the Building necessary to Tenant's occupancy
thereof and the Building is not occupied by Tenant as a result of such casualty,
then during the time and to the extent the Building is unfit for occupancy, the
Minimum Monthly Rent shall be abated, to the extent compensated by the proceeds
of rental interruption insurance payments received by Landlord, in proportion to
the ratio that the amount of rentable square feet of the Building which are
unfit for occupancy for the purposes permitted under this Lease bears to the
total rentable square feet of the Building; provided, however, that Tenant's
right to a rent abatement pursuant to the preceding sentence shall terminate as
of the date which is reasonably determined by Landlord to be the date Tenant
should have completed repairs to the Leased Premises assuming Tenant used
reasonable due diligence in connection therewith.

         8.2 ELECTIONS TO TERMINATE. In the event of damage or destruction to
the Leased Premises and/or the Building, Landlord or Tenant may terminate this
Lease only on the terms and conditions set forth in this section:




                                       23


                  8.2.1 LANDLORD'S ELECTION TO TERMINATE, Notwithstanding any
other provision of this Lease, Landlord may elect not to require Tenant to
rebuild and/or restore the Leased Premises, and to instead terminate this Lease,
by notifying Tenant in writing of such termination within sixty (60) days after
the date of discovery of the damage such notice to include a termination date
giving Tenant ninety (90) days to vacate the Leased Premises, but Landlord may
so elect only if the Building shall be damaged by fire or other casualty or
cause, whether or not the Leased Premises are affected, and one or more of the
following conditions is present: (i) in Landlord's reasonable judgment. repairs
cannot reasonably be completed within two hundred seventy (270) days after the
date of discovery of the damage (when such repairs are made promptly and
diligently, subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, and subject to all other terms of
this article, without the payment of overtime or other premiums); (ii) the
holder of any mortgage on the Building or the Entire Property or ground lessor
with respect to the Building or the Entire Property shall require that the
insurance proceeds or any portion thereof he used to retire the mortgage debt,
or shall terminate the ground lease, as the case may be; (iii) the damage is not
fully covered by Landlord's insurance policies; (iv) the damage occurs during
the last twelve (12) months of the Lease Term.

                  8.2.2 TENANT'S ELECTION TO TERMINATE. Tenant may terminate
this Lease by providing written notice thereof to Landlord within sixty (60)
days after the date of discovery of the damage, such notice to include a
termination date giving Tenant not more than sixty (60) days following such
notice in which to vacate the Leased Premises, only if all of the following are
true: (i) the damage was not caused by the negligence or intentional act of
Tenant or any related persons or entities, and their respective officers,
agents. servants, employees, and independent contractors; (ii) Tenant is not
then in default under this Lease beyond applicable cure periods; (iii) as a
result of the damage, Tenant cannot reasonably conduct business from the Leased
Premises; and (iv) in Landlord's reasonable judgment, repairs cannot reasonably
be completed within three hundred sixty-five (365) consecutive calendar days
after the date of discovery of the damage (when such repairs are made promptly
and diligently, subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, and subject to all other terms of
this article, without the payment of overtime or other premiums).

         8.3 WAIVER OF STATUTORY PROVISIONS. The provisions of this Lease,
including this article, constitute an express agreement between Landlord and
Tenant with respect to any and all damage to, or destruction of, all or any
portion of the Leased Premises, the Building, and/or the Entire Property, and
any statute or regulation of the State of California, including, without
limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with
respect to any rights or obligations concerning damage or destruction in the
absence of an express agreement between the parties, and any other statute or
regulation, now or hereafter in effect, shall have no application to this Lease
or any damage or destruction to all or any part of the Leased Premises, the
Building, and/or the Entire Property.




                                       24


                                    ARTICLE 9
                                 EMINENT DOMAIN

         9.1 PARTIES' RIGHTS AND OBLIGATIONS TO BE GOVERNED BY LEASE. In case
all of the Leased Premises, or such part thereof as shall substantially
interfere with Tenant's use and occupancy thereof, shall be taken for any public
or quasi-public purpose by any lawful power or authority by exercise of the
right of appropriation, condemnation or eminent domain, or sold to prevent such
taking, either party shall have the right to terminate this Lease effective as
of the date possession is required to be surrendered to said authority. Tenant
shall not assert any claim against Landlord or the taking authority for any
compensation because of such taking, and Landlord shall be entitled to receive
the entire amount of any award without deduction for any estate or interest of
Tenant. In the event the portion of the Leased Premises or the type of estate
taken shall not substantially interfere with the conduct of Tenant's business,
Landlord shall be entitled to the entire amount of the award without deduction
for any estate or interest of Tenant, Landlord shall accomplish all necessary
repair occasioned thereby, and a proportionate allowance shall be made to Tenant
for the rent corresponding to the time during which, and to the part of the
Leased Premises of which, Tenant shall be so deprived on account of such taking
and repair. Nothing contained in this section shall be construed to give
Landlord an interest in any award made to Tenant for the taking of personal
property and trade fixtures belonging to Tenant, and during the initial term of
this Lease only, Tenant shall retain a claim against an award in eminent domain
for an amount equal to Tenant's unamortized cost of the Tenant's Work over the
remaining initial Lease term on a straight line basis without interest. Each
party waives any statutory right in conflict with the provisions hereof
including, without limitation, rights under California Code of Civil Procedure
Section 1265.130. For purposes of this section, leasehold improvements paid for
by Tenant shall be amortized on a straight line basis, without interest. over
the entire term of this Lease. Notwithstanding anything to the contrary
contained in this section, in the event of a temporary taking of all or any
portion of the Leased Premises for a period of one hundred and eighty (180) days
or less, then this Lease shall not terminate but the Minimum Monthly Rent and
the Additional Rent shall be abated for the period of such taking in proportion
to the ratio that the amount of rentable square feet of the Building taken bears
to the total rentable square feet of the Building.

                                   ARTICLE 10
                     ASSIGNMENT, SUBLETTING AND ENCUMBRANCE

         10.1 PROHIBITIONS IN GENERAL. Tenant shall not (whether voluntarily,
involuntarily, or U' by operation of law) (i) assign, transfer, hypothecate,
pledge or encumber Tenant's interest in this Lease or in the Leased Premises,
(ii) allow all or any part of the Leased Premises to be sublet, occupied, or
used by any person other than Tenant, (iii) transfer any right appurtenant to
this Lease or the Leased Premises, (iv) mortgage or encumber the Lease (or
otherwise use the Lease as a security device) in any manner, or (v) permit any
person to assume or succeed to any interest whatsoever in this Lease without
Landlord's prior written consent in each instance, which consent may not be
unreasonably withheld. Landlord's consent to any such assignment, sublease,
hypothecation, encumbrance, or transfer (collectively "Transfer") shall be
evidenced by Landlord's signature on the Assumption Agreement provided for
below. Unless otherwise permitted under this Article 10, any Transfer without




                                       25


Landlord's consent shall, at the election of Landlord, constitute an event of
default by Tenant under this Lease and shall be voidable at Landlord's option.
Landlord's consent to any one such Transfer shall not constitute a waiver of the
provisions of this section with respect to any subsequent Transfer or a consent
to any subsequent Transfer. Landlord's consent to any one Transfer shall not
release Tenant from Tenant's obligations under this Lease. The provisions of
this section expressly apply to all heirs, successors, subtenants. assigns and
transferees of Tenant. All Transfers and proposed Transfers are subject to the
provisions of this section.

         10.2 CONSENT NOT UNREASONABLY WITHHELD TO ASSIGNMENT OR SUBLEASING.
Notwithstanding the foregoing, it shall be reasonable for Landlord to withhold
its consent to any proposed assignment or sublease of this Lease, any right or
interest in this Lease, or any right or interest in the Leased Premises or any
improvements that may now or hereafter be constructed or installed in the Leased
Premises, on any of the following grounds:

                  10.2.1 The inability of the Tenant's proposed assignee,
subtenant, encumbrancer, hypothecator, or transferee (collectively referred to
as the "Transferee") to fulfill the terms of the Lease;

                  10.2.2 The financial unsuitability of the Transferee. A
Transferee may be presumed to be financially unsuitable if, either: (a) at the
time of the proposed transfer, either (i) the net worth of the Transferee shall
be less than fifty million dollars ($50,000,000.00); and/or (ii) the difference
between the current assets and current liabilities of the Transferee shall be
less than five million dollars and no cents ($5,000,000.00); or (b) in the sole
determination of Landlord, the Transferee is less financially stable than
Tenant;

                  10.2.3 The non-suitability of the Leased Premises for the
intended use by the Transferee;

                  10.2.4 Any intended unlawful or undesirable use of :he Leased
Premises;

                  10.2.5 The need for alteration of the Leased Premises; and

                  10.2.6 The need to modify this Lease.

         10.3 CHANGE IN OWNERSHIP INTEREST. If Tenant is a corporation, limited
liability company, partnership (whether general or limited), unincorporated
association, or other form of legal entity, whose ownership interests (whether
as shareholder, member, partner, or other) are not publicly traded on a
nationally recognized securities exchange, my sale, transfer, assignment,
hypothecation, gift, or other change, which, whether directly or indirectly,
results in a different person or entity: (i) possessing in excess of twenty-five
percent (25%) of the legal or beneficial ownership of Tenant; (ii) gaining
voting and/or management control of Tenant; and/or (iii) owning, possessing,
and/or claiming a security interest in, all or substantially all of the assets
of Tenant; as well as any merger, consolidation, or reorganization involving Ten
ant (collectively "Change in Ownership Interest"), shall be deemed an assignment



                                       26


within the meaning of this section. As a condition to Landlord granting its
consent to any proposed Change of Ownership Interest relating to Tenant,
Landlord shall have the right, but not the obligation, in Landlord's sole and
absolute determination, by providing written notice thereof to Tenant, to adjust
the Minimum Monthly Rent payable under this Lease to the then applicable fair
market rent for the Leased Premises. In determining fair market rent. Landlord
shall consider the highest and best use for the Leased Premises, without regard
to any limitation upon the use of the Leased Premises specified in this Lease.

         10.4 ASSUMPTION AGREEMENT. As a condition to Landlord's consent to any
Transfer of Tenant's interest in this Lease or the Leased Premises, Tenant and
the Transferee, shall each execute a written Assumption Agreement, in a form
approved by Landlord, which Assumption Agreement shall include a provision under
which the Transferee expressly assumes all of the obligations of Tenant under
this Lease, and that the Transferee shall be, and remain, jointly and severally
liable with Tenant for the performance of all conditions, covenants, and
obligations under, this Lease commencing on the effective date of the Transfer
of Tenant's interest in this Lease. Landlord shall be entitled to recover its
reasonable costs, including, without limitation, attorneys' fees in processing
any such request for consent to transfer. Upon the occurrence of an event of
default under this Lease, Landlord shall have the right, but not the obligation,
to collect and enjoy all rents and other sums of money payable under any
sublease of any of the Leased Premises, and Tenant hereby irrevocably and
unconditionally assigns such rents and money to Landlord, which assignment may
be exercised upon and after (but not before) the occurrence of an event of
default.

         10.5 MONTHLY BONUS VALUE. It is the intention of the parties hereto
that this Lease shall confer upon Tenant only the right to use and occupy the
Leased Premises, and to exercise such other rights as are conferred upon Tenant
by this Lease, The parties agree that this Lease is not intended to have a
"Bonus Value", as defined below, nor is this Lease intended to serve as a
vehicle whereby Tenant may profit by a future Transfer of this Lease, or from
the right to use or occupy the Leased Premises as a result of any favorable
terms contained herein or any future changes in the market for leased space in
the geographical region `wherein the Leased Premises are located. Each month
following any such Transfer, Tenant shall pay to Landlord, as Additional Rent,
an amount equal to fifty percent (50%) of any Bonus Value that may attach to
this Lease during such month (the "Monthly Bonus Value"). For purposes of this
Lease, "Bonus Value" shall mean and refer to any and all amounts and/or other
consideration received by Tenant, however denominated, in excess of the rental
paid or payable by Tenant hereunder for the use and occupancy of the Leased
Premises, or any portion thereof, after amortizing the costs of subleasing on a
straight line basis, without interest, over the then remaining term of this
Lease. As used herein, "costs of subleasing" shall mean the actual amount paid
by Tenant in connection with any assignment or subletting for the following: (1)
brokerage and marketing fees; (2) legal fees; and (3) cost of sublease
improvements paid for by Tenant The amount of any Bonus Value shall be
determined on a dollars per square foot basis, by aggregating all subrents
received by Tenant and dividing such amount by the total number of square feet
of subleased space and subtracting from such amount the rent per square foot
payable by Tenant for such space.

         10.6 LANDLORD'S RIGHT TO RECAPTURE SPACE. Notwithstanding anything to
the contrary set forth in this Lease, Landlord shall have the option, by giving
written notice thereof to Tenant within sixty (60) days after Landlord's receipt
of written notice from Tenant of Tenant's intention to assign or sublease all or
any portion of Tenant's interest in the Leased Premises and/or this Lease, to

                                       27


recapture all or any portion of the Leased Premises subject to such proposed
assignment or sublease. Such recapture shall cancel and terminate this Lease
with respect to the portion of the Leased Premises so recaptured until the last
day of the term of the proposed assignment or sublease. If this Lease shall be
canceled with respect to less than the entire Premises as the result of a
recapture of such space on the part of Landlord in accordance with this section.
during the period of such recapture, the Minimum Monthly Rent payable under this
Lease shall be proportionally reduced by an amount which shall be determined by
multiplying the then applicable Minimum Monthly Rent otherwise payable under
this Lease for the use and occupancy of the Premises by a ratio, the numerator
of which is the number of rentable square feet recaptured by Landlord in
accordance with this section and the denominator of which is the number of
rentable square feet comprising the Premises prior to such recapture. Except for
the rent reduction set forth in the previous sentence, this Lease shall
thereafter continue in full force and effect with respect to the reduced area of
the Premises, and upon request of either party, the parties shall execute an
amendment to this Lease providing written confirmation of the same.

         10.7 PERMITTED TRANSFERS. Notwithstanding the foregoing, the consent of
Landlord shall not be required and Landlord shall have no right to recapture or
retake possession of the Premises in connection with any proposed assignment or
sublease, in which either of the following is true (the "Permitted Transfers"):
(i) after giving effect to such transfer, the original Tenant herein, in the
aggregate, shall be in occupancy of not less than fifty percent (50%) of the
floor area within the Building; or (ii) the proposed transfer is a true
collocation agreement, pursuant to which Tenant provides facilities and
telecommunications equipment to internet service providers and telecommunication
providers for the provision of telecommunication services to end users, provided
such internet service providers and telecommunication providers do not regularly
have personnel within the Leased Premises that is inconsistent with that which
is commercially reasonable within the collocation industry ("Colocation
Agreement"): provided that each of the following is also true: (a) Tenant is not
in default under this Lease beyond applicable cure periods; (b) the transferee
operates its business in the Leased Premises for the uses described in this
Lease and no other purpose; and (c) in no event shall any such transfer release
or relieve Tenant from any of its obligations under this Lease. Except for a
Colocation Agreements as defined above, Tenant shall provide Landlord with
written notice of any Permitted Transfer. Notwithstanding any other provision in
this section, Landlord shall not be entitled to any Bonus Value or other
consideration received by Tenant arising out of any Colocation Agreement.

         10.8 MERGER/CONSOLIDATION/REORGANIZATION. Notwithstanding anything to
the contrary contained in this Lease: (i) Tenant shall not be obligated to pay
to Landlord any Bonus Value or other consideration received by Tenant; (ii)
Landlord shall have no right to recapture or retake possession of the Leased
Premises; (iii) no "option" (including the option to extend the term of this
Lease as set forth in Section 1.4 above) or other right of original Tenant
hereunder shall terminate or otherwise be affected, and (iv) the consent of
Landlord shall not be required, with respect to any proposed assignment or
sublease of all or any portion of the Leased Premises or this Lease to any
successor of Tenant by merger, consolidation or reorganization; provided: (a)
Tenant is not in default under this Lease beyond applicable cure periods; (b)
the continuing or surviving entity shall own all or substantially all of the




                                       28


assets of Tenant and shall have a net worth which is at least equal to the
Tenant's net worth at the date of the Transfer; (c) such proposed transferee
operates the business in the Leased Premises for the use described in this Lease
and no other purpose; and (d) in no event shall any Transfer release or relieve
Tenant from any of its obligations under this Lease. Tenant shall give Landlord
written notice of any such transfer. For the purpose of this Lease, sale of
Tenant's capital stock through any public exchange or issuances for purposes of
raising financing shall not be deemed an assignment, subletting, or any other
transfer of the Lease or the Leased Premises.

                                   ARTICLE 11
                                     DEFAULT

         11.1 DEFAULT DESCRIBED. The occurrence of any of the following shall
constitute a material breach of this Lease and a default by Tenant: (i) Tenant
fails to pay Minimum Monthly Rent, `Additional Rent or any other sums as and
when due hereunder, where such failure continues for three (3) days after
written notice thereof by Landlord to Tenant; provided, however, that any such
notice shall be in lieu of, and not in addition to, any notice required under
Section 1161, et. seq. of the California Code of Civil Procedure or any
successor statute thereto or similar statute hereinafter enacted; (ii)
abandonment of the Leased Premises; (iii) assignment, encumbrance or subletting
in violation of the provisions hereof, or waste or nuisance or an act, omission
or condition prohibited hereunder at the Leased Premises or use of the Leased
Premises for an unlawful purpose or failure to perform any provision of this
Lease which cannot, after such failure, be performed; (iv) Tenant's failure to
vacate and deliver possession of the Leased Premises upon the expiration or
termination of this Lease as provided for herein; (v) any change in the use of
the Leased Premises by Tenant; (vi) failure to purchase and maintain policies of
insurance required to be carried by Tenant; or (vii) Tenant's failure to perform
timely any other provision of this Lease, which performance shall be deemed
timely, where no time period has been specified elsewhere in this Lease, if
completed within thirty (30) days, provided that if such default cannot
reasonably be cured within thirty (30) days, Tenant shall be excused from its
default of this Lease if Tenant commences to cure the default immediately upon
receipt of written notice from Landlord to do so and continuously, diligently,
and in good faith accomplishes such cure within a reasonable time thereafter.

         11.2 LANDLORD'S REMEDIES. Landlord shall have the remedies set forth in
this Lease upon any event of default by Tenant hereunder. These remedies are not
exclusive; they are cumulative in addition to any remedies now or later allowed
by law including but not limited to the unlawful detainer proceedings authorized
by Code of Civil Procedure Sections 1161, et seq., equity or agreement of the
parties.

         11.3 TENANT'S RIGHT TO POSSESSION NOT TERMINATED. Landlord has the
remedy described in California Civil Code Section 1951.4 (lessor may continue
lease in effect after lessee's breach and abandonment and recover rent as it
becomes due, if lessee has right to sublet or assign, subject only to reasonable
limitations). In connection with the foregoing. Landlord may elect to continue
this Lease in full force and effect, in which case Landlord shall have the right
to collect rent and other sums when due. During the period Tenant is in default,
Landlord may enter the Leased Premises and relet them, or any part of them, to
third parties for Tenant's account and alter or install locks and other security
devices at the Leased Premises, Tenant shall be liable immediately to Landlord



                                       29


for all reasonable costs Landlord incurs in reletting the Leased Premises.
Reletting may be for a period equal to, shorter or longer than the remaining
term of this Lease and rent received by Landlord shall he applied to (1) first,
any indebtedness from Tenant to Landlord other than rent due from Tenant; (ii)
second, all reasonable costs incurred by Landlord in reletting; (iii) third,
rent due and unpaid under this Lease. After deducting the payments referred to
in this section, any sum remaining from the rent Landlord receives from
reletting shall be held by Landlord and applied in payment of future rent and
other amounts as rent and such amounts become due tinder this Lease. In no event
shall Tenant be entitled to any excess rent received by Landlord.

         11.4 TERMINATION OF TENANT'S RIGHT TO POSSESSION. Landlord can
terminate Tenant's right to possession of the Leased Premises or this Lease or
both at any time after a default by Tenant by giving notice to Tenant of
Landlord's election to do so and such termination shall be effective on the date
set forth in such notice. Acts of maintenance, efforts to relet the Leased
Premises, or the appointment of a receiver on Landlord's initiative to protect
Landlord's interest under this Lease shall not constitute a termination of
Tenant's right to possession. No act by Landlord other than giving notice to
Tenant shall terminate this Lease. On termination of this Lease, Landlord has
the right to recover from Tenant: (i) the worth, at the time of the award, of
the unpaid rent that had been earned at the time of termination of this Lease;
(ii) the worth, at the time of the award, of the amount by which the unpaid rent
that would have been earned after the date of termination of this Lease until
the time of award exceeds the amount of the loss of rent that Tenant proves
could have been reasonably avoided; (iii) the worth, at the time of the award,
of the amount by which the unpaid rent for the balance of the term after the
time of award exceeds the amount of the loss of rent that Tenant proves could
have been reasonably avoided; (iv) any other amount, and court costs, reasonably
necessary to compensate Landlord for all detriment proximately caused by
Tenant's default, or which in the ordinary course of things would be likely to
result therefrom, including, without limitation, the unamortized portion of
brokers' fees or commissions and reasonable attorneys' fees incurred by Landlord
in connection with the negotiation and execution of the Lease with Tenant; and
(vi "the worth, at the time of the award," as used in (i) and (ii) above, is to
be computed by allowing interest at the Default Interest Rate. "The worth, at
the time of the award," as referred to in (iii) , is to be computed by
discounting the amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of the award, plus one percent (1%).

         11.5 LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT. If Tenant fails to
immediately commence and diligently and continuously prosecute to completion
performance of any of its obligations hereunder after notice by Landlord or any
governmental authority that it do so, and after expiration of the applicable
cure period, then Landlord, in addition to all other remedies available
hereunder or by law and equity, and without waiving any alternative remedies,
including the right to declare Tenant in breach and default of this Lease, may
perform the same, and in that event, Tenant shall reimburse Landlord, upon
demand, as Additional Rent, for all reasonable costs Landlord incurs in taking
steps to perform such obligations regardless of which party actually completes
the same, together with interest from the date Landlord incurs the cost until
paid at the Default Interest Rate.

         11.6 WAIVER OF REDEMPTION. Tenant hereby expressly waives any and all
rights to recover or regain possession of the Leased Premises or to reinstate or
redeem this Lease to which it may be entitled by or under any present or future



                                       30



law or decisions including without limitation, Sections 1174 and 1179 of the
California Code of Civil Procedure.

         11.7 ALL SUMS DUE AND PAYABLE AS RENT. Tenant shall also pay as
Additional Rent all sums, impositions, costs, expenses, and other payments which
Tenant in any of the provisions of this Lease assumes or agrees to pay, and, in
case of any nonpayment thereof Landlord shall have, in addition to all other
rights and remedies, all the rights and remedies provided for in this Lease or
by law in the case of nonpayment of Minimum Monthly Rent.

         11.8 LANDLORD DEFAULT. For purposes of this Lease, Landlord shall not
be deemed in default hereunder unless and until Tenant shall first deliver to
Landlord thirty (30) days' prior written notice, and Landlord shall fail to cure
said default within said thirty (30) day period, or in the event Landlord shall
reasonably requite in excess of thirty (30) days to cure said default, shall
fail to commence said cure with said thirty (30) day period, and thereafter
diligently to prosecute the same to completion. In the event that Landlord fails
to perform any of its obligations within the period described in the preceding
sentence, Tenant, upon written notice to Landlord, may perform any such
obligation of Landlord's, and Landlord shall be obligated to reimburse Tenant
for its reasonable cost of so doing, promptly upon demand from Tenant for same.

                                   ARTICLE 12
                          LANDLORD'S ENTRY ON PREMISES

         12.1 RIGHT OF ENTRY. Landlord and its authorized representatives, (to
the extent Tenant reasonably requests, Landlord and its authorized
representatives shall not enter the Leased Premises unless accompanied by an
employee or representative of Tenant) shall have the right and Tenant shall
permit them to enter the Leased Premises at all reasonable times and (with
respect to (ii) , (iii) , and (iv) below only) upon reasonable notice of at
least twenty-four (24) hours (i) to determine whether the Leased Premises are in
good condition and whether Tenant is complying with its obligations under this
Lease, (ii) to perform any services (including, if applicable, janitorial
services), do any necessary or appropriate maintenance, or make any restoration
to the Leased Premises and/or the Building that Landlord has under the Lease the
right or obligation to perform, (iii) to serve, post, or keep posted any notices
required or allowed under the provisions of this Lease, (iv) to show the Leased
Premises to prospective brokers, agents, buyers, tenants, or persons interested
in an exchange, at any time during the term, provided that, notwithstanding the
foregoing, Landlord may enter the Leased Premises at any time, unaccompanied, in
an emergency to take action to preserve be Leased Premises or the occupants of
same.

         12.2 EXCULPATION. Except to the extent of the gross negligence or
willful misconduct of Landlord or Landlord's authorized representatives,
Landlord shall not be liable in any manner for any inconvenience, disturbance,
loss of business, nuisance, or other damage arising out of Landlord's entry on
the Leased Premises as provided in this article, nor shall any such entry
constitute a constructive eviction or in any way affect Tenant's obligations
under this Lease or entitle Tenant to an abatement or reduction of rent.
Landlord shall use reasonable efforts in the exercise of its right of entry
pursuant to this article in such a manner as to minimize interference with the
conduct of Tenant's business.




                                       31


                                   ARTICLE 13
                             SUBORDINATION; ESTOPPEL

         13.1 SUBORDINATION. This Lease, at Landlord's option, shall be
subordinate to any ground lease, mortgage, deed of trust, or any other
hypothecation for security hereafter placed upon the Leased Premises and to any
and all advances made upon the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof
Notwithstanding such subordination, Tenant's right to quiet possession of the
Leased Premises shall not be disturbed so long as Tenant is not in default
hereunder.

         13.2 PRIOR LIEN. If any mortgagee, trustee or ground lessor shall elect
to have this Lease prior to the lien of its mortgage, deed of trust or ground
lease, and shall give written notice thereof to Tenant, this Lease shall be
deemed prior to such mortgage, deed of trust or ground lease, whether this Lease
is dated prior or subsequent to the date of said mortgage, deed of trust or
ground lease on the date of recording thereof.

         13.3 DOCUMENTATION. Tenant agrees to execute any documents required to
effectuate any such subordination or make this Lease prior to the lien of any
such mortgage, deed of trust or ground lease, as the case may be, and failing to
do so within 10 days after written demand, does hereby make, constitute and
irrevocably appoint Landlord as Tenant's attorney in fact and in Tenant's name,
place and stead to do so.

         13.4 ATTORNMENT. Tenant shall attorn to any purchaser at any
foreclosure sale, or to any grantee or transferee designated in any deed given
in lieu of foreclosure. Tenant shall execute the written agreement and any other
documents reasonably required by such purchaser, grantee or transferee to
accomplish the purposes of this article,

         13.5 ESTOPPEL CERTIFICATES. Tenant or Landlord, within five (5)
business days of each request by the other to do so, shall:

                  13.5.1 Execute and deliver to the other estoppel
certificate(s), (1) certifying that this Lease is unmodified and in full force
and effect or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect and the
date to which the rent and other charges are paid in advance, if any, (ii)
acknowledging that there are not, to its knowledge, any uncured defaults on the
part of the other party hereunder, or stating the nature of defaults if such
exist, and (iii) evidencing the status of the Lease, as may be required either
by a prospective or actual lender making a loan to Landlord or Tenant or a
purchaser of the Leased Premises from Landlord or successor Landlord with
respect to some other interest in the Leased Premises or Lease;

                  13.5.2 (Tenant only): Deliver to Landlord its most currently
available financial statements with an opinion of a certified public accountant,
including a balance sheet and a profit and loss statement for the most recent
prior year all prepared in accordance with generally accepted accounting
principles consistently applied.




                                       32


                  13.5.3 Either party's failure to perform timely each of its
obligations under this section shall constitute a material breach of this Lease,
entitling the other party to exercise all of its remedies for same.

         13.6 NON-DISTURBANCE FROM LANDLORD'S CURRENT LENDER. Landlord shall use
its commercially reasonable efforts to obtain a non-disturbance agreement for
Tenant from the holder of any mortgage or deed of trust that existed prior the
Commencement Date. Tenant shall pay for all costs arising out of such
non-disturbance agreement within ten (10) days of written demand by Landlord.
Tenant acknowledges and accepts that Landlord has no control over any required
processing fees arising out of such a request or the mortgagee's or holder of
the deed of trust's failure to respond to such a request, and Tenant
acknowledges that such fees may be subject to change at any time without notice
to Landlord or Tenant. In connection with the foregoing, Landlord shall not be
liable to Tenant for any costs, damages or liability arising out of any
mortgagee's or holder of the deed of trust's refusal to grant a non-disturbance
agreement.

                                   ARTICLE 14
                                     NOTICE

         Except as otherwise required by law, and as provided in the Work
Letter, any and all notices or other communications required or permitted by
this Lease r by law to be served on or given to either party hereto by the other
party hereto shall be in writing and shall be deemed duly served and given when
personally delivered to the party to whom it is directed or to any managing
employee or officer of such party, or, in lieu of such personal service, when
sent by Certified United States Mail, Return Receipt Requested, with all postage
charges thereon fully prepaid, addressed to Tenant at the Leased Premises, or to
Landlord at the address set forth in the introductory paragraph of this Lease.
Use of the mail shall extend the time in which action must be taken by five (5)
days. Either party, may change its address for purposes of this section by
giving written notice of such change to the other party in the manner provided
in this section.

                                   ARTICLE 15
                                     WAIVER

         15.1 DELAY OR OMISSION. No delay or omission in the exercise of any
right or remedy of either party hereto on any default shall impair such a right
or remedy or be construed as a waiver of any such default or of any subsequent
default. The receipt and acceptance by Landlord of rent shall not constitute a
waiver of any default known or unknown to Landlord; no payment by Tenant or
receipt by Landlord of a lesser amount than the monthly rent or other sum due
hereunder, nor any endorsement or statement on any check or any letter
accompanying any check or payment as rent or other sum due hereunder shall be
deemed an accord and satisfaction and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such rent or
other sum or pursue any other remedy provided for in this Lease or otherwise. No
act or conduct of Landlord, including, without limitation, the acceptance of the
keys to the Leased Premises, shall constitute an acceptance by Landlord of the
surrender of the Leased Premises by Tenant before the expiration of the Term.
Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.




                                       33


                                   ARTICLE 16
                                   ENFORCEMENT

         16.1 CHOICE OF LAW AND VENUE. This Lease shall be construed and
interpreted in accordance with the laws of the State of California. Any dispute
or Litigation brought to enforce or interpret the provisions of this Lease shall
be commenced in a court or other appropriate forum for the resolution of such
disputes located within the County of Santa Clara of the State of California.

         16.2 WAIVER OF TRIAL BY JURY. In the interest of saving time and
expense, Landlord and Tenant do each hereby consent to trial without a jury in
any action, proceeding or counterclaim brought by either of the parties hereto
against the other or their successors in respect of any matter arising out of or
in connection with this Lease, the relationship of Landlord and Tenant, Tenant's
use or occupancy of the Leased Premises, and/or any claim for injury or damage,
or any emergency or statutory remedy. If, as the result of a default on the part
of Tenant under this Lease, Landlord commences an action in unlawful detainer or
other summary proceeding or action to gain possession or restitution of the
Leased Premises, Tenant shall not interpose any counterclaim of any nature or
description (unless such counterclaim shall be mandatory) in any such proceeding
or action, but shall be relegated to an independent action at law.

         16.3 ATTORNEYS' FEES. In the event any action or proceeding in law or
equity or any arbitration proceeding be instituted by either party hereto for
damages or possession of the Leased Premises or both, for an alleged breach of
any obligation under this Lease to recover rent, to terminate the tenancy of
Tenant at the Leased Premises, or to enforce, protect, or establish any right or
remedy, the prevailing party (by judgment, award or settlement) in such action
or proceeding shall be entitled to recover as part of such action or proceeding
such reasonable attorneys' fees, expert witness fees, and court and/or
arbitration costs as may be fixed by the court, jury or arbitrator(s).

                                   ARTICLE 17
                             SURRENDER OF POSSESSION

         17.1 SURRENDER OF POSSESSION. Immediately upon the Expiration Date or
earlier termination of this Lease, Tenant, except as set forth in the next
sentence, shall: (i) vacate, surrender, and deliver to Landlord possession of
the Leased Premises, broom clean, with all improvements, fixtures, and equipment
therein, in good working order and in the same condition as they were in on the
Commencement Date or when installed, if later (reasonable wear and tear and
casualty damage excepted), free from all of Tenant's personal property, and free
from any toxic, hazardous, or waste materials of any nature whatsoever; and (ii)
repair all damage caused by and perform all restoration made necessary by the
removal of any alterations or Tenant's personal property. Notwithstanding the
foregoing, Landlord shall have the right to require Tenant, at Tenant's sole
cost and expense, to restore the Leased Premises to their condition on the
Commencement Date, reasonable wear and tear excepted, by providing written
notice thereof to Tenant not later than thirty (30) days after the Expiration
Date or earlier termination of this Lease.




                                       34


         17.2 FAILURE TO SURRENDER POSSESSION. If Tenant fails to surrender
possession of the Leased Premises to Landlord on expiration or earlier
termination of this Lease, Tenant shall indemnify, defend, and hold Landlord
harmless from all claims, liabilities and damages resulting from. Tenant's
failure to vacate and deliver possession of the Leased Premises, including,
without limitation, claims made by a succeeding tenant resulting from Tenant's
failure to vacate and deliver possession of the Leased Premises and rental loss
which Landlord suffers.

         17.3 FREE OF LIENS. Tenant shall vacate and deliver possession of the
Leased Premises free and clear of all liens, charges, or encumbrances thereon
resulting from any act or omission on Tenant's part and free and clear of all
violations of applicable laws of any federal, state, municipal, or other agency
or authority, and shall indemnify, defend, and hold Landlord harmless against
any and all claims, loss, liability, expense, damage, costs, and attorney's fees
arising out of Tenant's failure to do so.

                                   ARTICLE 18
                               GENERAL CONDITIONS

         18.1 TIME OF ESSENCE. Time is of the essence of each provision of this
Lease.

         18.2 CORPORATE AUTHORITY. On or prior to the date on which Tenant
executes this Lease, Tenant shall deliver to Landlord a corporate resolution
and/or an incumbency certificate in form and substance reasonably satisfactory
to Landlord authorizing Tenant to enter into this Lease and evidencing the
signatory's authority to execute this Lease on behalf of Tenant.

         18.3 SUCCESSORS. This Lease shall be binding on and inure to the
benefit of the parties and their successors, except as specifically provided in
Article 10.

         18.4 LANDLORD LIABILITY. Tenant agrees that if Landlord shall fail to
perform any covenant or obligation on its part to be performed, and as a
consequence thereof, or if on any other claim by Tenant concerning the Leased
Premises or this Lease, Tenant shall recover a money judgment against Landlord,
then such judgment shall be satisfied only out of Landlord's estate in the
Leased Premises, and Landlord shall have no personal or further liability
whatsoever with respect to any such default or judgment.

         18.5 LANDLORD. The term "Landlord" as used in this Lease, so far as the
covenants or obligations on the part of Landlord are concerned, shall be limited
to mean and include only the owner of the fee title of the Leased Premises at
the time in question, and in the event of any transfer or transfers of the title
of such fee, the Landlord herein named (and in case of any subsequent transfers
or conveyances, the then grantor) shall after tae date of such transfer or
conveyance be automatically freed and relieved of all liability with respect to
performance of any covenants or obligations on the part of the Landlord
contained in this Lease thereafter to be performed, provided. (i) that the new
owner expressly assumes such obligations in writing, and (ii) that this section
shall not apply to covenants or obligations with respect to any funds in the
hands of Landlord or the then grantor at the time of such transfer, in which
Tenant has an interest, unless the same shall be turned over or credited to the
grantee.




                                       35


         18.6 FORCE MAJEURE. Any prevention, delay, or stoppage due to strikes,
lockouts, labor disputes, acts of God or Nature, inability to obtain labor or
materials or reasonable substitutes therefor, governmental restrictions,
governmental regulations, governmental controls, judicial order, enemy or
hostile governmental action, civil commotion, fire or other casualty, and other
causes beyond the reasonable control of the party obligated to perform, shall
excuse the performance by such party for a period equal to any such prevention,
delay or stoppage, except the obligations imposed on Tenant with regard to the
obligation to pay Minimum Monthly Rent, Additional Rent, and any other charges,
and the restrictions upon use set forth in Article 3.

         18.7 SECURITY MEASURES. Tenant hereby acknowledges that Landlord does
not provide security guards or other security measures, and that Landlord has no
obligation of any nature whatsoever to provide the same, and that,
notwithstanding any other provision of this Lease, Landlord shall have no
obligation of any nature whatsoever to install, repair and/or maintain an alarm
system within the Building and/or the Leased Premises, and Landlord shall have
no responsibility for the protection and safety of Tenant, and/or Tenant's
employees, agents, and invitees, from acts of third parties.

         18.8 MISCELLANEOUS. This Lease contains all the agreements of the
parties and cannot be amended or modified except by written agreement signed b'!
the party against whom enforcement of the amendment or modification is sought.
All provisions, whether covenants or conditions, creating obligations on the
part of Tenant shall be deemed to be both covenants and conditions. The article
and section headings used in this Lease are for the purpose of convenience only;
they shall not be construed to limit or to extend the meaning of any part of
this Lease. This is a negotiated Lease. Should any provision of this Lease be
found to create an ambiguity, Tenant waives any tight it may have to construe
the ambiguity against Landlord on the basis that Landlord provided the Lease
form or the particular provision. When required by the context of this Lease,
the neuter shall include the masculine and feminine and the singular shall
include the plural. The unenforceability, invalidity, or illegality of any
provision except those requiring payment of rent or any other sum to Landlord
shall not render the other provisions unenforceable, invalid, or illegal. This
Lease may be executed in two or more identical counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

         18.9 EFFECT OF DELIVERY OF THIS LEASE. Landlord has delivered a draft
of this Lease to Tenant for Tenant's review only. The delivery hereof is not
intended to, and shall not construed to, constitute an offer from Landlord to
Tenant or the granting of an option to Tenant to lease. This Lease shall only be
effective when: (i) a copy has been duly executed by both Landlord and Tenant;
(ii) a fully executed original has been delivered to and accepted by Landlord;
and (iii) the terms and conditions of this Lease have been approved by
Landlord's Lender(s), if such approval is required by the terms of any
agreements, deeds of trust, mortgages, or other liens in effect between Landlord
and its lender(s).

         18.10 BROKERS. Landlord and Tenant each represents and warrants to the
other that, with the sole exceptions of Dave Evans and Steve Zamudio of Colliers
International, who represent both Landlord and Tenant in this transaction
("Broker"), neither party has dealt with any agent or broker in this
transaction. The parties acknowledge that Broker is not party to this Lease or a



                                       36


third. party beneficiary hereof Landlord and Tenant each further represents and
warrants to the other that it has not promised a commission, finder's fee, or
advisory fee to any party, including, but not limited to Broker, arising out of
any extension or other modification of this Lease. Except with respect to
Broker, who shall be paid a commission by Landlord pursuant to a separate Lease
Commission Agreement, each party indemnifies, defends, and holds the other
harmless from any claim for commission, finder's fee, or advisory fee arising
out of the actions of such party in this transaction.

         18.11 GUARANTEE. The duties and obligations of Tenant under the terms
of this Lease shall be guaranteed by Terremark Worldwide, Inc. a Delaware
corporation (the "Guarantor"). This Lease is contingent upon said Guarantor
executing the Net Premises Lease Guaranty in the form attached hereto as Exhibit
"D" and incorporated by reference herein

         18.12 RIGHT OF FIRST OFFER. If Landlord decides to sell all of the
Leased Premises, then Landlord shall first offer to sell the Leased Premises to
Tenant, pursuant to the terms of this Section 18.12. Tenant will have the right
to purchase the Leased Premises at the price and terms listed in Landlord's
offer to sell the Leased Premises (the "Landlord's Offer"). Tenant shall have
ten (10) days from the receipt of Landlord's Offer to accept such offer. If
Tenant accepts Landlord's Offer, Tenant shall have sixty days from the receipt
of Landlord's Offer to complete the purchase of the Leased Premises. If Tenant
does not accept Landlord's Offer within the said ten (10) day period, or fails
to complete the purchase of the Leased Premises within the said sixty (60) day
period, Landlord's Offer or the right to purchase as described above shall
terminate and Landlord shall be free to sell the Leased Premises to anyone, on
terms no less favorable than those in Landlord's Offer, without any obligation
to provide Tenant with a further right of first offer to purchase the Leased
Premises, for a period of twelve (12) months. If the Landlord shall not have
sold the Leased Premises within such twelve (12) month period, then Landlord
shall not have the right to sell the Leased Premises after such date, unless
Landlord complies with the terms and obligations just described in this section.
The rights arid obligations just described apply only to the originally named
Tenant, unless Landlord, in its sole discretion, agrees otherwise in writing.
All rights of Tenant tinder the provisions of this section shall terminate and
be of no further force or effect if during the term of the Lease, Tenant
defaults under any of the provisions of the Lease, unless Landlord, in its sole
discretion agrees otherwise in writing. Notwithstanding the foregoing. Landlord
shall be able to transfer the Leased Premises to the following without having to
first offer to sell the Leased Premises to Tenant: (i) any member of Landlord's
immediate family (for purposes of this section, "Landlord s immediate family"
shall include all spouses and children (including, natural born, adopted, and
step children), the spouses of said children, and their respective lineal
descendants); (ii) any refinancing of the Leased Premises. Land or Building;
(iii) any transfer to a subsidiary. affiliate. division or corporation
controlling, controlled by or under common control with Landlord; or (iv) to a
successor corporation related to Landlord by merger, consolidation,
nonbankruptcy reorganization, or government action.

         18.13 LEASEHOLD MORTGAGE.

                  18.13.1 TENANT'S RIGHT TO MORTGAGE LEASEHOLD. Landlord shall
not be obligated to subordinate Landlord's fee title to the Leased Premises to
any mortgage, deed of trust, or other security instrument. Tenant shall have the
right from time to time to subject the leasehold estate and any or all



                                       37


improvements to a mortgage as security for a loan or other obligation of Tenant,
provided that: (a) the mortgage and all rights acquired under it shall be
subject to each and all of the covenants, conditions and restrictions stated in
this Lease and to all rights and interests of Landlord except as otherwise
provided in this Lease; (b) Tenant shall deliver to Landlord a true copy of the
note and mortgage and other loan documents; (c) Tenant shall not then be in
default under this Lease; and (d) there shall be no personal liability imposed
on Landlord for repayment of the loan secured by said mortgage nor shall
Landlord incur any other liability in connection with the note and mortgage or
other loan documents in connection with the loan.

                  18.13.2 LIMIT ON MORTGAGEE'S LIABILITY. The leasehold
mortgagee shall not be liable to perform Tenant's obligations under this Lease
until the mortgagee acquires Tenant's rights by foreclosure. After acquiring
Tenant's rights by foreclosure, mortgagee shall be liable to perform Tenant's
obligations only until mortgagee assigns or transfers the leasehold as permitted
by this Lease. Landlord does not, however, waive its right to exercise any right
or remedy available to Landlord under this Lease, including, without limitation,
the right to terminate this Lease upon Tenant's default.

         18.14 RECORDATION OF MEMORANDUM OF LEASE. The parties shall execute a
memorandum of this Lease in form and substance mutually acceptable to the
parties and sufficient to give constructive notice of this Lease to subsequent
purchasers and mortgages in a form similar to Exhibit "E", which is attached
hereto and incorporated by reference herein, upon the condition that Tenant
shall provide Landlord with a quit claim deed to the Leased Premises with an
effective date of the earlier of the Expiration Date or the earlier termination
of this Lease.

         Executed on the Reference Date first set forth above.

LANDLORD:                                   TENANT:
Rainbow Property Management, LLC,           Coloconnection, Inc.,
a California limited liability company       a Florida corporation
/s/ DAN BURFEIND                             /s/ BRIAN K. GOODKIND
- ------------------------------------         ----------------------------------
Dan Burfeind, Manager                        By:  BRIAN K. GOODKIND
                                                -------------------------------
                                                Its: EXECUTIVE VICE PRESIDENT
                                                    ---------------------------



                                       38



Schedule of Exhibits to be Attached:
Exhibit "A":      Description of the Leased Premises
Exhibit "B":      The Rules and Regulations
Exhibit "C":      Tenant Work Letter
Exhibit "D":      Guarantee
Exhibit "E":      Memorandum of Lease
Exhibit "F":      Environmental Consulting Agreement
Exhibit "G":      Form Letter of Credit



                                       39



                                   EXHIBIT "A"

Description: The land referred to herein is situated in the State of California,
County of SANTA CLARA, CITY OF SANTA CLARA, and is described as follows:

PARCEL 1:

ALL OF PARCEL 2A, AS SHOWN UPON THAT CERTAIN PARCEL MAP ENTITLED, "BEING A
PORTION OF TRACT NO. 2791 (LOTS 2 & 3) AND A PORTION OF LOT 5 - MAP OF THE
ARQUES SUBDIVISION IN THE CITY OF SANTA CLARA, CALIFORNIA", WHICH MAP WAS FILED
FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, ON APRIL 10, 1970 IN BOOK 266 OF MAPS, PAGE 32.

PARCEL 2:

AN EASEMENT FOR LIGHT AND AIR OVER AND ACROSS THE PARCEL OF LAND HEREINAFTER
DESCRIBED TO BE USED IN COMMON WITH THE RECORD OWNER (AS SUCH OWNER SHALL EXIST
FROM TIME TO TIME) OF THE LAND ADJOINING TO THE SOUTH A STRIP OF LAND OF A
UNIFORM 30.00 FEET LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT
A POINT IN THE WESTERLY LINE OF CORVIN DRIVE AT THE INTERSECTION THEREOF WITH
THE NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A; RUNNING THENCE ALONG
SAID NORTHERLY LINE SOUTH 89(degree) 29' WEST 310 FEET. SAID EASEMENT AREA SHALL
AT ALL TIMES TO BE UNOBSTRUCTED FROM GROUND TO SKY BY THE CONSTRUCTION,
INSTALLATION, OR MAINTENANCE OF ANY BUILDING OP STRUCTURE.

SAID ABOVE EASEMENT IS CREATED BY EASEMENT AGREEMENT RECORDED MARCH 30, 1998,
INSTRUMENT 14115469, SANTA CLARA COUNTY RECORDS.

PARCEL 3:

AN EASEMENT FOR INSTALLATION AND MAINTENANCE OF STORM DRAINAGE FACILITIES OVER
AND ACROSS THE PARCEL OF LAND HEREINAFTER DESCRIBED, TO BE USED IN COMMON WITH
THE RECORD OWNER (AS SUCH OWNER SHALL EXIST FROM TIME TO TIME) OF THE LAND
ADJOINING TO THE SOUTH A STRIP OF LAND OF A UNIFORM WIDTH OF 10.00 FEET, THE
CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE
NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A: DISTANCE THEREIN SOUTH
890 29' WEST 52.50 FEET FROM THE NORTHEASTERLY CORNER THEREOF; RUNNING THENCE
FROM SAID LINE NORTH 450 EAST 14.14 FEET; THENCE NORTH 30.00 FEET AND NORTH
67(degree) 31' 24 EAST 46.41 FEET TO THE WESTERLY LINE OF CORVIN DRIVE.

SAID ABOVE EASEMENT IS CREATED BY EASEMENT AGREEMENT RECORDED MARCH 30. 1998,
INSTRUMENT 14115469, SANTA CLARA COUNTY RECORDS.




                                       40


PARCEL 4:

AN EASEMENT FOR THE PERMANENT, MUTUAL INGRESS AND EGRESS OVER A COMMON DRIVEWAY
TO SERVE BOTH PARCELS AND AS A COMMON STORM DRAINAGE AREA TO SERVE BOTH PARCELS,
DESCRIBED AS A STRIP OF LAND 25 FEET IN WIDTH AND 310 FEET IN LENGTH, THE
CENTERLINE OF SAID STRIP BEING THE LINE COMMON TO PARCEL 4A OF THAT PARCEL MAP
FILED FOR RECORD JULY 9, 1970 IN BOOK 270 OF MAPS AT PAGE 21, SANTA CLARA COUNTY
RECORDS, AND PARCEL 2A OF THAT PARCEL MAP FILED FOR RECORD APRIL 10, 1970 IN
BOOK 266 OF MAPS AT PAGE 32, SAID COUNTY RECORDS.

EXCEPTING THEREON THAT PORTION LYING WITHIN PARCEL ONE ABOVE.

ASSESSOR'S PARCEL NO.: 21 6-33-025




                                       41



                                    EXHIBIT B


                              RULES AND REGULATIONS

         The following Rules and Regulations apply to and govern Tenant's use of
the Leased Premises, the Building and the Entire Property. Capitalized terms
have the meanings given in the' Lease. of which these Rules and Regulations are
a part. Tenant is responsible for all claims arising from any violation of the
Rules and Regulations by Tenant.

         1.       No awning or other projection may be attached to the outside
                  walls of the Leased Premises or the Building, without the
                  prior written consent of Landlord, which may be withheld in
                  Landlord's sole determination. In connection with the
                  foregoing, all windows visible from the exterior of the
                  Building shall be covered by Building Standard mini-blinds
                  selected by Landlord. which shall, at all times, be in the
                  fully lowered position.

         2.       No sign, lettering, picture, notice or advertisement which is
                  visible from the exterior of the Leased Premises or the
                  Building may be installed on or in the Leased Premises without
                  Landlord's prior written consent, and then only in such
                  manner, character and style as Landlord may have approved in
                  writing.

         3.       Tenant will not obstruct sidewalks, entrances, passages,
                  corridors, vestibules, halls, or stairways in and about the
                  Building. Tenant will not place objects against glass
                  partitions or doors or windows, which would be unsightly from
                  the exterior of the Building and will promptly remove any such
                  objects upon notice from Landlord.

         4.       Tenant will not create or allow obnoxious or harmful fumes,
                  odors, smoke or other discharges which may be offensive to
                  occupants of neighboring properties, or otherwise create any
                  nuisance.

         5.       The Leased Premises shall not be used for cooking (as opposed
                  to heating of food), lodging, sleeping or for any immoral or
                  illegal purpose.

         6.       Tenant will not make excessive noises, cause disturbances or
                  vibrations or use or operate any electrical or mechanical
                  devices or other equipment that emit excessive sound or other
                  waves or disturbances or which may be offensive to occupants
                  of adjacent properties, or that may unreasonably interfere
                  with the operation of any device, equipment, computer, video,
                  radio, television broadcasting or reception from or within the
                  Building or elsewhere.

         7.       Machines and mechanical equipment belonging to Tenant, which
                  cause noise or vibration that may be transmitted to the
                  structure of the Building or to any space therein to such a
                  degree as to be objectionable, shall be placed and maintained
                  by Tenant, at Tenant's expense, on vibration eliminators or
                  other devices sufficient to eliminate noise or vibration.




                                       42


         8.       No dog or other animal or bird is allowed in the Building,
                  except for animals assisting the disabled.

         9.       Tenant will not waste electricity, water or air conditioning
                  and will ensure the most effective operation of the Building's
                  heating. air conditioning, ventilation and utility systems.
                  Tenant will not use any additional method of heating or air
                  conditioning (including without limitation fans or space
                  heaters) other than those approved in writing.

         10.      Tenant assumes full responsibility for protecting its space
                  from theft, robbery and pilferage, which includes keeping
                  valuable items locked up and doors locked and other means of
                  entry to the Leased Premises closed and secured after Building
                  Hours and at other times the Leased Premises are not in use.

         11.      Tenant will provide Landlord with a duplicate key and/or lock
                  combination in order for Landlord to be able to gain access to
                  all areas within the Leased Premises and the Building except
                  for safes and confidential files. Tenant will surrender all
                  keys to the Leased Premises and to the parking facilities and
                  shall explain to Landlord all combination locks on safest
                  cabinets and vaults.

         12.      Tenant will not bring inflammables, such as gasoline,
                  kerosene, naphtha and benzene, or explosives or any other
                  article of intrinsically dangerous nature into the Leased
                  Premises, or any portion thereof.

         13.      Tenant shall not bring any bicycles or other vehicles of any
                  kind into the Building, except for appropriate vehicles
                  necessary for assisting the disabled; provided, however. that
                  Tenant shall be allowed to bring some bicycles in the Building
                  upon Landlord's approval and subject to any reasonable rules
                  promulgated by Landlord pursuant to such request by Tenant.

         14.      If any carpeting or other flooring is installed by Tenant
                  using an adhesive, such adhesive will be an odorless,
                  releasable adhesive.

         15.      The water and wash closets, drinking fountains and other
                  plumbing fixtures will not be used for any purpose other than
                  those for which they were constructed, and no sweepings,
                  rubbish, rags, coffee grounds or other substances shall be
                  thrown therein.

         16.      Tenant will not overload any utilities serving the Leased
                  Premises.

         17.      All loading, unloading, receiving or delivery of goods,
                  supplies, furniture or other items will be made only through
                  entryway's provided for such purposes.

         18.      Landlord will in all cases have the right to specify the
                  proper position of any safe, equipment or other heavy article,
                  which shall only be used by Tenant in a manner which will not
                  interfere with or cause damage to the Leased Premises or the
                  Building. Tenant will not overload the floors or structure of
                  the Building.




                                       43


         19.      Canvassing, soliciting, and peddling in or about the Leased
                  Premises is prohibited at all times and Tenant will cooperate
                  to prevent the same.

         20.      In case of invasion. mob, riot, public excitement, or other
                  commotion, Landlord reserves the right to limit or prevent
                  access to the Building during the continuance of the same by
                  closing the doors or taking other appropriate steps. Landlord
                  will in no case be liable for damages for any error or other
                  action taken with regard to the admission to or exclusion from
                  the Building of any person at any time.

         21.      Smoking is not permitted within the Leased Premises, except in
                  the smoking areas located outside of the Building, if any, as
                  designated and redesignated in writing from time. to time by
                  Landlord, in its sole, absolute and arbitrary discretion.
                  Except as set forth in the previous sentence, Tenant shall not
                  permit smoking anywhere within the Leased Premises. Including,
                  without limitation, the Building, sidewalks. entrances.
                  passages, corridors, halls. elevators and stairways of the
                  Building, other than the smoking areas, if any, designated in
                  writing by Landlord. All smoking materials must be disposed of
                  in ashtrays or other appropriate receptacles provided for that
                  purpose.

         22.      Landlord reserves the right to exclude or expel from the
                  Building. or the Land, or any portion thereof, any person who,
                  in Landlord's judgment, appears to be intoxicated or under the
                  influence of liquor or drugs or who is in violation of any of
                  the Rules and Regulations or any applicable governmental rules
                  or regulations.

         23.      Tenant shall store all its trash and garbage in proper
                  receptacles within the Leased Premises or in other facilities
                  provided for such purpose by Landlord. Tenant shall not place
                  in any trash box or receptacle any material, which cannot be
                  disposed of in the ordinary and customary manner of trash and
                  garbage disposal. All garbage and refuse disposal shall be
                  made in accordance with directions issued from time to time by
                  Landlord. Tenant will cooperate with any recycling program in
                  place from time to time at the Building.

         24.      Tenant will not use in the Leased Premises any hand truck
                  except those equipped with rubber tires and side guards or
                  such other material-handling equipment as Landlord may
                  approve.

         25.      Tenant will not use the name of the Building in connection
                  with or in promoting or advertising the business of Tenant
                  except as Tenant's address.

         26.      Tenant will comply with all safety, fire protection and
                  evacuation procedures and regulations established by Landlord
                  or any governmental agency.

         27.      No overnight or extended term parking (over two (2) business
                  days) or storage of vehicles is permitted, unless otherwise
                  approved by Landlord.

         28.      Parking is prohibited (a) in areas not striped for parking;
                  (b) in aisles; (c) where "no parking" signs are posted; (d) on
                  ramps; (e) in cross-hatched areas; (f) in loading areas; and
                  (g) in such other areas as may be designated by Landlord.




                                       44


         29.      All responsibility for damage, loss or theft to vehicles and
                  the contents thereof is assumed by the person parking their
                  vehicle.

         30.      Tenant and/or each user of the parking areas may be required
                  to sign a parking agreement, as a condition to parking.

         31.      Landlord reserves the right to refuse parking identification
                  devices and parking rights to Tenant or any other person who
                  fails to comply with the Rules and Regulations applicable to
                  the parking areas. Any violation of such rule shall subject
                  the vehicle to removal, at such person's expense.

         32.      Tenant shall be responsible for the observance of all of the
                  Rules and Regulations by Tenant (including, without
                  limitation, all employees, agents, clients, customers,
                  invitees and guests).

         33.      Landlord may, from time to time, waive any one or more of
                  these Rules and Regulations, but no such waiver by Landlord
                  shall be construed as a continuing waiver of such Rules and
                  Regulations, nor prevent Landlord from thereafter enforcing
                  any such Rules and Regulations.

         34.      These Rules and Regulations are in addition to, and shall not
                  be construed to in any way modify or amend, in whole or in
                  part, the other terms, covenants, agreements and conditions of
                  the Lease. In the event of any conflict between these Rules
                  and Regulations and any ,express term or provision of the
                  Lease otherwise set forth in the Lease, such other express
                  term or provision shall be controlling. Landlord may amend or
                  supplement these rules from time to time in the sole
                  determination of Landlord.




                                       45



                                    EXHIBIT C


                               TENANT WORK LETTER

(TO BE ATTACHED)






                                   SCHEDULE 1


                               FLOOR PLANS SHOWING

         1. Location and type of all partitions.

         2. Location and type of all doors. Indicate hardware and provide keying
schedule.

         3. Location and type of glass partitions, windows, and doors. Indicate
framing and reference full-height partitions.

         4. Locations of telephone equipment room.

         5. Critical dimensions necessary for construction, with indication of
required clearances.

         6. Location and types of all electrical items: outlets, switches,
telephone outlets and lighting.

         7. Location and type of equipment that will require special electrical
requirements. Provide manufacturers' specifications for use and operation,
including heat output.

         8. Location, weight per square foot, and description of any heavy
equipment or filing system.

         9. Requirements for special air-conditioning or ventilation.

         10. Location and type of plumbing.

         11. Location and type of kitchen equipment.

         12. Location, type and color of floor covering, wall covering, paint
and finishes.


                                 DETAILS SHOWING

         1. All millwork with verified dimensions of all equipment to be built
in.

         2. Corridor entrance.

         3. Bracing or support of special walls, glass partitions, etc., if
desired. If not included with the plans, Tenant's engineer will design all
support or bracing required at Tenant's expense.


                             ADDITIONAL INFORMATION

         1. Provide Landlord with Title 24 energy calculations.






                                    EXHIBIT C


                               TENANT WORK LETTER


                                3030 CORVIN DRIVE
                             SANTA CLARA, CALIFORNIA

         This Tenant Work Letter is entered into with respect to that certain
NET PREMISES LEASE. of equal date herewith (the "Lease"), executed by and
between Rainbow Property Management, LLC, a California limited liability company
("Landlord") and Coloconnection, Inc., a Florida corporation ("Tenant"), to
which this Tenant Work Letter is attached as Exhibit "C" and of which this
Tenant Work Letter forms a part. This Tenant Work Letter shall set forth the
terms and conditions relating to the construction of Tenant's Work (as defined
in Section 5.1 of the Lease). This Tenant Work Letter is essentially organized
chronologically and addresses the issues of the configuration and construction
of the Tenant's Work, in sequence, as such issues will arise during the actual
configuration and construction of the Leased Premises. All capitalized terms not
otherwise defined shall have the meanings given to them in the Lease.

1.       CONDITION UPON DELIVERY BY LANDLORD. Upon the Commencement Date,
         Landlord shall deliver the Leased Premises to Tenant, and Tenant shall
         accept the Leased Premises from Landlord in its presently existing,
         "as-is" condition.

2.       TENANT WORK.

         2.1 UPGRADE OF THE BUILDING. Subject to the terms of the Lease and this
Work Letter, Tenant, at Tenant's sole cost and expense, shall install and
configure the Building as a state of the art telecommunications data center and
co-location facility (the "Upgrade"). Tenant shall cause the Upgrade of the
Building to be completed in four phases, each phase more particularly set forth
in this section below. During each phase of construction, Tenant shall comply
with all of the terms of the Lease and this Work Letter, including, without
limitation, Sections 3, 4, 5 and 6 herein, as applicable to the particular phase
of construction.

         2.2 PHASE ONE. Tenant shall commence the first phase, ("Phase One")
immediately upon receipt of possession of the Leased Premises, and diligently
prosecute all construction in Phase One to completion. During Phase One, Tenant
shall install and configure a state of the art telecommunications data center
and co-location facility, at a minimum, over approximately one fourth (1/4th) of
the interior of the Building, together the configuration and installation of
each of the following within the Building:

                  2.2.1 ARCHITECTURAL. An access floor to allow for managing the
         service requirements of complex electronic environments, together with
         underfloor cooling for network server racks and distribution of
         electrical/network wiring.

                  2.2.2 ELECTRICAL INFRASTRUCTURE. A primary electrical
         substation adequate to provide 5,000 amps of power for the facility
         from a local utility provider. A distribution system, based on
         redundant diverse distributed components consisting of demarcation
         power, power distribution units, static transfer switches,





         uninterrupted power supplies, and a utility service bus. And an
         emergency power generation system sufficient to provide power to
         operate the facility for a period of _________ continuous hours in the
         event of any interruption of service from the local utility provider,
         consisting of automatic transfer devices, emergency service bus, and
         emergency power generation in the form of diesel generators and battery
         back up for uninterrupted power supply.

                  2.2.3 PRECISION ENVIRONMENTAL CONTROL SYSTEMS. A closed loop
         heat rejection system for environmental control sufficient to maintain
         an average space temperature of 72 degrees at 50% relative humidity.
         Air filtration is accomplished by the use of both pre-filters and high
         efficiency air filters.

                  2.2.4 FIRE SUPPRESSION SYSTEM. A two-stage state-of-the-art
         fire suppression system and a pre-action dry pipe fire sprinkler system
         located above and below the raised floor.

                  2.2.5 COMPREHENSIVE SECURITY SYSTEM. A security system, which
         incorporates distributed control with central monitoring located within
         the security center, including a comprehensive state of the art
         security system, trained security personnel, and closed circuit
         television cameras, with access readers installed at all primary entry
         and egress points.

                  2.2.6 NETWORK INFRASTRUCTURE. A network infrastructure
         designed to meet the service and quality requirements of businesses
         executing telecommunications and Internet based strategies, which is
         designed for high availability, low latency, and resiliency, and
         includes two separate points of connection into the Building by
         multiple network fiber providers.

                  2.2.7 SITE IMPROVEMENTS. Removal of any above grade fuel
         tanks; Equipment leveling concrete slabs; Ramps, Access for ADA
         compliance; Underground Electrical HI-Voltage; 12 000 KVA Primary
         sub-station; Generators and associated diesel fuel storage (appx. 2-3
         1500 KW); Primary cooling systems, chillers; Cooling Tower; Perimeter
         Architectural Fencing; Parking Stall/Installation and Striping.

                  2.2.8 ROOF. Structural upgrade for HVAC; Air Handlers; and 0
         HVAC

                  2.2.9 BUILDING EXTERIOR. Seismic Bracing; upgrade Overhead
         door; replacement/upgrade Exterior doors; and ADA Required Lobby/Entry.

                  2.2.10 BUILDING INTERIOR. Toilet Cores; Lobby; and
         mechanical/electrical rooms.

                  2.2.11 TENANT WORK. Elevated Floor; Preaction Dry-Pipe Fire
         Sprinkler System; Preaction Fire System; HVAC Distribution Liebert
         Units; PDU; UPS; Electrical Distribution; Transformers; Security/Access
         Control; Lighting; Fire Sprinkler O.H.; Partitions; Ceilings; and
         Flooring.

                  2.2.12 CHATTEL ITEMS. Data Wiring; Telephone Switch; and Cable
         Tray.




                                       2


         2.3 PHASE TWO. During the second phase ("Phase Two"), Tenant shall
install and configure a state of the art telecommunications data center and
co-location facility, at a minimum, over the lesser of: (i) approximately one
fourth (1/4th) of the interior of the Building; or (ii) the portion of the
Building remaining to be Upgraded after Phase One. Tenant shall complete Phase
Two prior to the second anniversary of the Commencement Date.

         2.4 PHASE THREE. During the third phase ("Phase Three"), Tenant shall
install and configure a state of the art telecommunications data center and
co-location facility, at a minimum, over the lesser of: (i) approximately one
fourth (1/4th) of the interior of the Building; or (ii) the portion of the
Building remaining to be Upgraded after Phase Two. Tenant shall complete Phase
Three prior to the fourth anniversary of the Commencement Date.

         2.5 PHASE FOUR. During the fourth phase ("Phase Four"), Tenant shall
install and configure a state of the art telecommunications data center and
co-location facility over the remaining portion of the Building that has not
been previously Upgraded. Tenant shall complete Phase Four prior to the sixth
anniversary of the Commencement Date.

3.       CONSTRUCTION DRAWINGS.

         3.1 SELECTION OF DRAWINGS. Tenant shall retain the architect/space
planner reasonably approved by Landlord (the "Architect") to prepare the
Construction Drawings. Tenant shall retain the engineering consultants
reasonably approved by Landlord (the "Engineers") to prepare all plans and
engineering working drawings relating to the structural, mechanical, electrical,
plumbing, HVAC, life-safety, and sprinkler work for the Leased Premises. The
plans and drawings to be prepared by Architect and the Engineers hereunder shall
be known collectively as the "Construction Drawings." All Construction Drawings
shall comply with the drawing format and specifications determined by Landlord,
and shall be subject to Landlord's reasonable approval, which Construction
Drawings shall contain the information listed on Schedule 1, attached hereto.
Tenant and Architect shall verify, in the field, the dimensions and conditions
as shown on the relevant portions of the base building plans, and Tenant and
Architect shall be solely responsible for the same, and Landlord shall have no
responsibility in connection therewith. Landlord's review of the Construction
Drawings as set forth in this Section 3, shall be for its sole purpose and shall
not imply Landlord's review of the same, or obligate Landlord to review the
same, for quality, design, Code compliance or other like matters. Accordingly,
notwithstanding that any Construction Drawings are reviewed by Landlord or its
space planner, architect, engineers and consultants, and notwithstanding any
advice or assistance which may be rendered to Tenant by Landlord or Landlord's
space planner, architect, engineers, and consultants, Landlord shall have no
liability whatsoever in connection therewith and shall not be responsible for
any omissions or errors contained in the Construction Drawings, and Tenant's
waiver and indemnity set forth in Section of this Lease shall specifically
apply' to the Construction Drawings.

         3.2 FINAL SPACE PLAN. Tenant shall supply Landlord with four (4) copies
signed by Tenant of its final space plan for the Leased Premises before any
architectural working drawings or engineering drawings have been commenced. The
final space plan (the "Final Space Plan") shall include a layout and designation
of all offices, rooms and other partitioning, their intended use, and equipment
to be contained therein. Landlord may request clarification or more specific
drawings for special use items not included in the Final Space Plan. Landlord




                                       3


shall advise Tenant within seven (7) days after Landlord's receipt of the Final
Space Plan for the Leased Premises if the same is unsatisfactory or incomplete
in any respect. If Tenant is so advised, Tenant shall promptly cause the Final
Space Plan to be revised to correct any deficiencies or other matters Landlord
may reasonably require. Landlord's failure to so advise Tenant within the said
seven (7) day period shall be deemed to constitute Landlord's acceptance of the
Final Space Plan, so long as the Final Space Plans are reasonably similar to the
Construction Drawings and proposed space plans previously submitted to Landlord
by Tenant, otherwise, Landlord's failure to respond within the seven (7) day
period shall not be deemed approval by Landlord of the Final Space Plan.

         3.3 FINAL WORKING DRAWINGS. After the Final Space Plan has been
approved by Landlord, Tenant shall supply the Engineers with a complete listing
of standard and non-standard equipment and specifications, including, without
limitation, B.T.U. calculations, electrical requirements and special electrical
receptacle requirements for the Leased Premises, to enable the Engineers and the
Architect to complete the "Final Working Drawings" (as that term is defined
below) in the manner as set forth below. Upon the approval of the Final Space
Plan by Landlord and Tenant, Tenant shall promptly' cause the Architect and the
Engineers to complete the architectural and engineering drawings for the Leased
Premises, and Architect shall compile a fully coordinated set of architectural,
structural, mechanical, electrical and plumbing working drawings in a form which
is complete to allow subcontractors to bid on the work and to obtain all
applicable permits (collectively, the "Final Working Drawings") and shall submit
the same to Landlord for Landlord's approval. Tenant shall supply Landlord with
four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall
advise Tenant within seven (7) days after Landlord's receipt of the Final
Working Drawings for the Leased Premises if the same is unsatisfactory or
incomplete in any respect. If Tenant is so advised, Tenant shall immediately
revise the Final Working Drawings in accordance with such review and any
disapproval of Landlord in connection therewith. Landlord's failure' to so
advise Tenant within the said seven (7) day period shall be deemed to constitute
Landlord's acceptance of the Final Working Drawings, so long as the Final Work
Drawings are reasonably similar to the Final Space Plan and the Construction
Drawings previously submitted to Landlord by Tenant, otherwise, Landlord's
failure to respond within the seven (7) day period shall not be deemed approval
by Landlord of the Final Working Drawings.

         3.4 APPROVED WORKING DRAWINGS. The Final Working Drawings shall be
approved by Landlord (the "Approved Working Drawings") prior to the commencement
of construction of the Leased Premises by' Tenant. After approval by Landlord of
the Final Working Drawings, Tenant may submit the same to the City of Santa
Clara for all applicable building permits. Tenant hereby agrees that neither
Landlord nor Landlord's consultants shall be responsible for obtaining any
building permit or certificate of occupancy for the Leased Premises and that
obtaining the same shall be Tenant's responsibility'; provided, however, that
Landlord shall cooperate with Tenant in executing permit applications and
performing other ministerial acts reasonably necessary to enable Tenant to
obtain any such permit or certificate of occupancy. No changes, modifications or
alterations in the Approved Working Drawings may be made without the prior
written consent of Landlord, which consent may not be unreasonably withheld.




                                       4


4.       CONSTRUCTION OF THE TENANT WORK.

         4.1      TENANT'S SELECTION OF CONTRACTORS.

                  4.1.1 THE CONTRACTOR. Tenant shall retain a general contractor
         ("Contractor") reasonably approved by Landlord to construct the Tenant
         Work.

                  4.1.2 TENANT'S AGENTS. All subcontractors, laborers,
         materialmen, and suppliers used by' Tenant (such subcontractors,
         laborers, materialmen, and suppliers, and the Contractor to be known
         collectively as "Tenant's Agents") must be approved in writing by
         Landlord, which approval shall not be unreasonably withheld or delayed.
         If Landlord does not approve any of Tenant's proposed subcontractors,
         laborers, materialmen or suppliers, Tenant shall submit other proposed
         subcontractors, laborers, materialmen or suppliers for Landlord's
         written approval. Notwithstanding the foregoing, Tenant shall retain
         subcontractors designated by Landlord in connection with any
         structural, mechanical, electrical, plumbing or heating,
         air-conditioning or ventilation work to be performed in the Leased
         Premises

         4.2      CONSTRUCTION OF TENANT WORK BY TENANT'S AGENTS.

                  4.2.1 CONSTRUCTION CONTRACT: Cost Budget. Prior to Tenant's
         execution of the construction contract and general conditions with
         Contractor (the "Contract"), Tenant shall submit the Contract to
         Landlord for its approval, which approval shall not be unreasonably
         withheld or delayed. Prior to the commencement of the construction of
         the Tenant Work, and after Tenant has accepted all bids for the Tenant
         Work, Tenant shall provide Landlord with a detailed breakdown, by
         trade, of the final costs to be incurred or which have been incurred in
         connection with the design and construction of the Tenant Work to be
         performed by or at the direction of Tenant or the Contractor, which
         costs form a basis for the amount of the Contract (the "Final Costs").
         Prior to the commencement of construction of the Tenant Work, Landlord,
         at Landlord's sole election, shall require Tenant: (1) to supply
         Landlord with cash in an amount equal to the Final Costs, which amount
         shall be deposited into a construction escrow account reasonably
         acceptable to Tenant and Landlord (the "construction Deposit") and
         shall be used to fund the costs of construction in accordance with
         escrow instructions to be mutually executed by Landlord and Tenant; or
         (ii) to purchase and deliver to Landlord a payment and/or completion
         bond in amount equal to the Final Costs. If at any time, or from time
         to time, Landlord should reasonably determine that the balance of the
         Construction Deposit then remaining should be insufficient to fully
         fund the remaining costs of construction of the Tenant Work, Landlord
         shall provide written notice thereof to Tenant and Tenant shall deposit
         additional funds sufficient to ensure the completion of the Tenant
         Work.

                  4.2.2    Tenant's Agents.

                           4.2.2.1 LANDLORD'S GENERAL CONDITIONS FOR TENANT'S
AGENTS AND TENANT IMPROVEMENT WORK. Tenant's and Tenant's Agent's construction
of the Tenant Work shall comply with the following: (I) the Tenant Work shall be
constructed in strict accordance with the Approved Working Drawings; (ii)
Tenant's Agents shall submit schedules of all work relating to the Tenant's
Improvements to Contractor and Contractor shall, within five (5) business days
of receipt thereof, inform Tenant's Agents of any changes which are necessary



                                       5


thereto, and Tenant's Agents shall adhere to such corrected schedule; and (iii)
Tenant shall abide by' all rules made by Landlord's Building manager with
respect to the use of freight, loading dock and service elevators, storage of
materials, coordination of work with other contractors, if any, and any other
matter in connection with this Tenant Work Letter, including, without
limitation, the construction of the Tenant Work.

                           4.2.2.2 INDEMNITY. Tenant's indemnity of Landlord as
set forth in Section 7.1 of the Lease shall also apply with respect to any and
all costs, losses, damages, injuries and liabilities related in any way to any
act or omission of Tenant or Tenant's Agents, or anyone directly or indirectly
employed by any of them, or in connection with Tenant's non-payment of any
amount arising out of the Tenant Work and/or Tenant's disapproval of all or any
portion of any request for payment. Such indemnity by Tenant, as set forth in
Section of this Lease, shall also apply with respect to any and all costs,
losses, damages, injuries and liabilities related in any way to Landlord's
performance of any ministerial acts reasonably necessary' (i) to permit Tenant
to complete the Tenant Work, and (ii) to enable Tenant to obtain any building
permit or certificate of occupancy for the Leased Premises.

                           4.2.2.3 REQUIREMENTS OF TENANT'S AGENTS. Each of
Tenant's Agents shall guarantee to Tenant and for the benefit of Landlord that
the portion of the Tenant Work for which it is responsible shall be free from
any defects in workmanship and materials for a period of not less than one (1)
year from the date of completion thereof. Each of Tenant's Agents shall be
responsible for the replacement or repair, without additional charge, of all
work done or furnished in accordance with its contract that shall become
defective within one (1) year after the later to occur of (i) completion of the
work performed by such contractor or subcontractors and (ii) the Lease
Commencement Date. The correction of such work shall include, without additional
charge, all additional expenses and damages incurred in connection with such
removal or replacement of all or any part of the Tenant Work, and/or the Leased
Premises, or any portion thereof, that may be damaged or disturbed thereby'. All
such warranties or guarantees as to materials or workmanship of or with respect
to the Tenant Work shall be contained in the Contract or subcontract and shall
be written such that such guarantees or warranties shall inure to the benefit of
both Landlord and Tenant, as their respective interests may appear, and can be
directly enforced by either. Tenant covenants to give to Landlord any assignment
or other assurances which may be necessary to effect such right of direct
enforcement.

         4.3 GOVERNMENTAL COMPLIANCE. The Tenant Work shall comply in all
respects with the following: (i) the Code and other state, federal, city or
quasi-governmental laws, codes, ordinances and regulations, as each may apply
according to the rulings of the controlling public official, agent or other
person; (ii) applicable standards of the American Insurance Association
(formerly, the National Board of Fire Underwriters) and the National Electrical
Code; and (iii) building material manufacturer's specifications.

         4.4 INSPECTION BY LANDLORD. Landlord shall have the right to inspect
the Tenant Work at all times, provided however, that Landlord's failure to
inspect the Tenant Work shall in no event constitute a waiver of any of






                                       6


Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Work
constitute Landlord's approval of the same. Should Landlord disapprove any
portion of the Tenant Work, Landlord shall notify Tenant in writing of such
disapproval and shall specify the items disapproved. Any defects or deviations
in, and/or disapproval by Landlord of, the Tenant Work shall be rectified by
Tenant at no expense to Landlord, provided however, that in the event Landlord
determines that a defect or deviation exists or disapproves of any matter in
connection with any portion of the Tenant Work and such defect, deviation or
matter might adversely affect the mechanical, electrical, plumbing, heating,
ventilating and air-conditioning or life-safety systems of the Building, the
structure or exterior appearance of the Building or any other portion of the
Leased Premises, Landlord may take such action as Landlord deems necessary, at
Tenant's expense and without incurring any liability on Landlord's part, to
correct any such defect, deviation and/or matter, including, without limitation,
causing the cessation of performance of the construction of the Tenant Work
until such time as the defect, deviation and/or matter is corrected to
Landlord's satisfaction.

         4.5 MEETINGS. During the preparation of the Work Drawings, and the
Construction of Tenant's Work during each of the phases of construction as set
forth in Section 3 above, Tenant shall hold bi-monthly meetings at reasonable
times, with the Architect and the Contractor regarding the progress of the
preparation of Construction Drawings and the construction of the Tenant Work,
which meetings shall be held at a location designated by Landlord, and Landlord
and/or its agents shall receive prior notice of, and shall have the right to
attend, all such meetings, and, upon Landlord's request, certain of Tenant's
Agents shall attend such meetings. In addition, minutes shall be taken at all
such meetings, a copy of which minutes shall be promptly delivered to Landlord.
One such meeting each month shall include the review of Contractor's current
request for payment.

         4.6 NOTICE OF COMPLETION COPY OF RECORD SET OF PLANS. Within ten (10)
days after completion of construction of the Tenant Work, Tenant shall cause a
Notice of Completion to be recorded in the office of the Recorder of the County
of Santa Clara in accordance with Section 3093 of the Civil Code of the State of
California or any successor statute, and shall furnish a copy' thereof to
Landlord upon such recordation. If Tenant fails to do so. Landlord may execute
and tile the same on behalf of Tenant as Tenants agent for such purpose, at
Tenant's sole cost and expense. At the conclusion of construction, (i) Tenant
shall cause the Architect and Contractor (A) to update the Approved Working
Drawings as necessary to reflect all changes made to the Approved Working
Drawings during the course of construction, (B) to certify to the best of their
knowledge that the "record-set" of mylar as-built drawings are true and correct,
which certification shall survive the expiration or termination of the Lease,
and (C) to deliver to Landlord two (2) sets of copies of such, record set of
drawings within ninety (90) day's following issuance of a certificate of
occupancy for the Building, and (ii) Tenant shall deliver to Landlord a copy of
all warranties, guaranties, and operating manuals and information relating to
the improvements, equipment, and systems in the Leased Premises.

5.       MISCELLANEOUS

         5.1 TENANT'S REPRESENTATIVE. Tenant has designated ____________________
as its sole representative with respect to the matters set forth in this Tenant




                                       7


Work Letter, who shall have full authority and responsibility to act on behalf
of the Tenant as required in this Tenant Work Letter.

         5.2 LANDLORD'S REPRESENTATIVE. Landlord has designated Dan Burfeind as
its sole representatives with respect to the matters set forth in this Tenant
Work Letter, who, until further notice to Tenant, shall have full authority' and
responsibility to act on behalf of the Landlord as required in this Tenant Work
Letter.

         5.3 TIME OF THE ESSENCE IN THIS TENANT WORK LETTER. Unless otherwise
indicated, all references herein to a "number of days" shall mean and refer to
calendar days. if any item requiring approval is timely' disapproved by
Landlord, the procedure for preparation of-the document and approval thereof
shall be repeated until the document is approved by Landlord.

         5.4 TENANT'S LEASE DEFAULT. Notwithstanding any provision to the
contrary contained in the Lease, if an event of default as described in either
the Lease or this Tenant Work Letter shall occur at any time prior to
Substantial Completion of the Tenant Work, then in addition to all other rights
and remedies granted to Landlord pursuant to the Lease, (i) Landlord may cause
Contractor to cease the construction of the Leased Premises (in which case,
Tenant shall be responsible for any delay in the substantial completion of the
Leased Premises caused by such work stoppage), and (ii) all other obligations of
Landlord under the terms of this Tenant Work Letter shall be forgiven until such
time as such default is cured pursuant to the terms of this Lease (in which
case, Tenant shall be responsible for any' delay in the substantial completion
of the Leased Premises caused by such inaction by Landlord).

         5.5 HAZARDOUS MATERIALS. If the construction of the Tenant Work or
Tenant's move into the Leased Premises will involve the use of or disturb
hazardous materials or substances existing in the Leased Premises, Tenant shall
comply with Landlord's rules and regulations concerning such hazardous materials
or substances.



                                       8


6.       NOTICES. For the purposes of this Work Letter only, and except as
         otherwise required by law, any and all notices or other communications
         required or permitted by this Lease or by law to be served on or given
         to either party' hereto by the other party hereto shall be in writing
         and shall be deemed duly served and given when personally delivered and
         received by the party to whom it is directed or to any managing
         employee or officer of such party, or, in lieu of such personal
         service, when sent by' Certified United States Mail, Return Receipt
         Requested, with all postage charges thereof fully prepaid, addressed to
         Tenant at the Leased Premises, or to Landlord at the address set forth
         in the introductory paragraph of the Lease and when received by such
         party. Either party, may change its address for purposes of this
         section by giving written notice of such change to the other party in
         the manner provided in this section.

         Executed on the date first set forth above.

LANDLORD:                               TENANT:


Rainbow Property Management, LLC,       Coloconnection, Inc., a Florida
a California limited                    corporation
liability company

- ---------------------------------       -------------------------------------
Dan Burfeind, Manager                   By:
                                          -----------------------------------
                                        Its:
                                          -----------------------------------


- ---------------------------------       -------------------------------------
Dianne G. Burfeind, Manager             By:
                                          -----------------------------------
                                        Its:
                                          -----------------------------------




                                       9



                                   EXHIBIT "D"


                           NET PREMISES LEASE GUARANTY

         By this Net Premises Lease Guaranty (the "Guaranty"), dated August_
2000 the undersigned Terremark Worldwide, Inc., a Delaware corporation, or its
successor(s) or assign(s), whose address is 3030 Corvin Drive, Santa Clara, CA
95051 does hereby endorse, guaranty, and promise to pay to Rainbow Property'
Management. LLC, a California limited liability company, whose address is 1 8Q70
China Grade, Boulder Creek. CA 95006 ("Landlord"), or its successor(s) or
assign(s), any and all sums which may become due and payable to Landlord by
Coloconnection, Inc., a Florida corporation, whose address is 3030 Corvin Drive,
Santa Clara, California, 95113 ("Tenant"), under the terms of that certain Net
Premises Lease dated September 13, 2000, by and between Tenant and Landlord,
including any renewals, extensions, or modifications thereof (the "Lease"),
relating to that certain real property located in the City and County of Santa
Clara, California, at 3030 Corvin Drive, and the improvements thereon consisting
of a one story industrial building containing approximately' forty. thousand
four hundred ninety-one (40,491) square feet, as more particularly described in
the Lease ,(the "Leased Premises"). A copy of the Lease is attached hereto as
Exhibit "A" and incorporated herein by reference. In addition, Guarantor hereby
endorses, guarantees, and promises to Landlord to fully and timely perform any
and all non-monetary obligations of Tenant under the Lease. This guaranty is
given as a material inducement to Landlord to enter into the Lease with Tenant.

         Guarantor hereby irrevocably appoints Tenant as Guarantor's sole agent
for the purpose of amending or modifying the Lease in any manner. The aforesaid
agency agreement is coupled with an interest and is irrevocable. This Guaranty
is a continuing guaranty enforceable with respect to any such amendment or
modification of the Lease.

         If any party fails to perform its obligations under this Guaranty or if
a dispute arises concerning the meaning or interpretation of any provision of
this Guaranty, the defaulting party, or the party not prevailing in such
dispute, as the case may be, shall pay any and all costs and expenses incurred
by' the other party in enforcing or establishing its rights hereunder,
including, without limitation, court costs and attorneys' fees. The obligations
of Guarantor hereunder are independent of the obligations of Tenant. One or more
separate action(s) may, at Landlord's option, be brought and prosecuted against
Guarantor, whether or not Landlord has utilized any security deposit or rental
deposit posted by Tenant under the Lease, whether or not any action has been
first or is subsequently brought against Tenant, whether or not Tenant is joined
in any such action, and whether or not Guarantor may have been joined in any
action or proceeding commenced by Landlord against Tenant arising out of, in
connection with, or based upon the Lease.

         Guarantor hereby waives any right to assert or plead at any time any
surety or other defenses in the nature thereof, including, without limitation,
the provisions of California Civil Code Section 2845 or any' other similar,
related or successor provision of law. In addition, Guarantor hereby waives any
rights to (a) require Landlord to proceed against or exhaust any entity' or
pursue any other remedy in Landlord's power whatsoever; or (b) require Landlord
to proceed against or exhaust any security held from Tenant or Guarantor.
Guarantor further waives any defense arising by reason of any disability of



                                       1


Tenant. Except as otherwise provided in the Lease, Guarantor waives all demands
and notices to Tenant and to Guarantor, including, without limitation, demands
for payment or performance, and notices of nonperformance or nonpayment. Any act
of Landlord, or its successors or assignors, consisting of a waiver of any of
the terms or conditions of the Lease, or the giving of any consent to any matter
or thing relating to the Lease, or the granting of any indulgences or extensions
of time to Tenant, may be done without notice to Guarantor, and without
releasing Guarantor from any obligations hereunder. The obligations of Guarantor
hereunder shall not be discharged, diminished or released by reason of any
amendment or modification to the Lease.

         The liability of Guarantor hereunder shall in no way be affected by (a)
the release or discharge of Tenant in any creditors' receivership, bankruptcy or
other proceeding; (b) the impairment, limitation or modification of the
liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for
the enforcement of Tenant's liability' under the Lease resulting from the
operation of any present or future provision of the Bankruptcy' Code or any
successor statute; (c) Landlord's receipt, application or release of any
security given for Tenant's performance and observance of Tenant's obligations;
(d) the rejection or disaffirmance of the Lease in any such proceedings; (e) the
assignment or transfer of the Lease or subletting of the rental premises by'
Tenant; (f) the assignment or transfer of the Lease or this Guaranty by
Landlord; or (g) the exercise by Landlord of any of its rights or remedies
reserved under the Lease or by law. The obligations of Guarantor hereunder shall
be joint and several.

         This Guaranty shall be deemed to be made under, and shall be governed
by, the laws of the State of California in all respects, including matters of
construction, validity, and performance, and its terms and provisions may not be
waived, altered, modified, or amended except in writing duly signed by Landlord
and Guarantor. Any dispute or litigation brought to enforce or interpret the
provisions of this Guaranty shall be commenced in a court or other appropriate
forum for the resolution of such disputes located within the County of Santa
Clara of the State of California.

         Guarantor represents and warrant to Landlord that the execution of this
Guaranty is given freely and voluntarily, in consideration of Landlord entering
into the Lease with Tenant. This Guaranty may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         In the case of any obligation of Tenant arising under the Lease to
execute and deliver estoppel certificates and deliver financial statements, as
therein provided. Guarantor shall also do and provide the same.

         This Guaranty shall expire the later of: (I) ninety (90) days after the
expiration of the Lease term, as extended by the Option; or (ii) ninety (90)
days after Tenant vacates the Leased Premises; provided however, this Guaranty
shall remain in full effect as to those provisions in the Lease that survive the
expiration or termination of the Lease.




                                       2


         Executed on the date first above written.

                                    GUARANTOR


                                    Terremark Worldwide, Inc.,
                                    a Delaware corporation
                                    By:
                                       ----------------------------------------
                                    Its:
                                         --------------------------------------



                                       3



                                    EXHIBIT E

Recording Requested By and
When Recorded Mail to:

- ------------------------

- ------------------------

- ------------------------

- -------------------------------------------------------------------------------

                               MEMORANDUM OF LEASE

         This Memorandum of Lease ("Memorandum") is executed as of the day of
September, 2000, between Rainbow Property Management, LLC, a California limited
liability company ("Landlord") and Coloconnection, Inc., a Florida corporation
("Tenant"), and is as follows:

         1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord that certain real property in the City and County of
Santa Clara, State of California more particularly described in Exhibit A which
is attached hereto (the "Premises") on the terms and conditions set forth in a
certain Net Premises Lease dated for reference purposes only September 13, 2000
(the "Lease"), the provisions of which are hereby incorporated into this
Memorandum by this reference. The Premises includes, without limitation, rights
now or hereafter appurtenant to the Premises and any' and all improvements now
or hereafter located thereon.

         2. LEASE TERM. The term of the Lease shall commence October 1, 2000,
and shall expire on September 30, 2020, except that Tenant has two (2) options
to extend the term of the Lease for additional terms of 60 months each, unless
sooner terminated by Landlord or Tenant pursuant to the terms of the Lease.

         3. RIGHT OF FIRST OFFER TO PURCHASE. Landlord hereby grants to Tenant
the right of first offer to purchase the Premises, on all of the terms arid
conditions stated herein and in the Lease.

         5. FURTHER INFORMATION. Any' party who wishes to obtain further
information concerning the Lease may contact:
__________________________________________

         6. BINDING EFFECT. Provisions of the Lease to be performed by Landlord
or Tenant, whether to be performed on the Premises or in any other location, and
whether affirmative or negative in nature, are intended to and shall inure to
the benefit of and bind Landlord and Tenant, respectively, and their respective
heirs, administrators, executors, successors, and assigns at any time.

         7. PURPOSE OF MEMORANDUM. This Memorandum is prepared for the purpose
of recordation. and it in no way modifies the provisions of the Lease referred
to above.

         Executed as of the date first set forth above.



                                       1



LANDLORD:                                 TENANT:


Rainbow Property Management, LLC,         Coloconnection, Inc., a Florida
a California limited                      corporation
liability company

- ---------------------------------         ------------------------------------
Dan Burfeind, Manager                     By:
                                            ----------------------------------
                                          Its:
                                            ----------------------------------


- ---------------------------------         ------------------------------------
Dianne G. Burfeind, Manager               By:
                                            ----------------------------------
                                          Its:
                                            ----------------------------------

STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF SANTA CLARA      )


         On ___________ before me, ____________, Notary Public, personally
appeared ___________________ personally' known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity' upon
behalf of which the person(s) acted, executed the instrument.

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)



STATE OF FLORIDA           )
                           ) ss:
COUNTY OF MIAMI DADE       )

         On ______________ before me, ____________, Notary Public, personally
appeared _____________________ personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity' upon
behalf of which the person(s) acted, executed the instrument

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)



                                       2


STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF SANTA CLARA      )

         On ___________ before me, ____________, Notary Public, personally
appeared ___________________ personally' known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity' upon
behalf of which the person(s) acted, executed the instrument.

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)


STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF SANTA CLARA      )

         On ___________ before me, ____________, Notary Public, personally
appeared ___________________ personally' known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity' upon
behalf of which the person(s) acted, executed the instrument.

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)



                                       3



                                    EXHIBIT A


                             DESCRIPTION OF PREMISES

Description: The land referred to herein is situated in the State of California,
County of SANTA CLARA, CITY OF SANTA CLARA, and is described as follows:

PARCEL 1:

ALL OF PARCEL 2A, AS SHOWN UPON THAT CERTAIN PARCEL MAP ENTITLED, "BEING A
PORTION OF TRACT NO. 2791 (LOTS 2 & 3) AND A PORTION OF LOT 5 - MAP OF THE
ARQUES SUBDIVISION IN THE CITY OF SANTA CLARA, CALIFORNIA", WHICH MAP WAS FILED
FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA `CLARA, STATE OF
CALIFORNIA, ON APRIL 10, 1970 IN BOOK 266 OF MAPS, PAGE 32.

PARCEL 2:

AN EASEMENT FOR LIGHT AND AIR OVER AND ACROSS THE PARCEL OF LAND HEREINAFTER
DESCRIBED TO BE USED IN COMMON WITH THE RECORD OWNER (AS SUCH OWNER SHALL EXIST
FROM TIME TO TIME) OF THE LAND ADJOINING TO THE SOUTH A STRIP OF LAND OF A
UNIFORM 30.00 FEET LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT
A POINT IN THE WESTERLY LINE OF CORVIN DRIVE AT THE INTERSECTION THEREOF WITH
THE NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A; RUNNING THENCE ALONG
SAID NORTHERLY LINE SOUTH 890 29' WEST 310 FEET. SAID EASEMENT AREA SHALL AT ALL
TIMES TO BE UNOBSTRUCTED FROM GROUND TO SKY BY THE CONSTRUCTION, INSTALLATION,
OR MAINTENANCE OF ANY BUILDING OR STRUCTURE. SAID ABOVE EASEMENT IS CREATED BY
EASEMENT AGREEMENT RECORDED MARCH 30, 1998, INSTRUMENT 14115469, SANTA CLARA
COUNTY RECORDS.

PARCEL 3:

AN EASEMENT FOR INSTALLATION AND MAINTENANCE OF STORM DRAINAGE FACILITIES OVER
AND ACROSS THE PARCEL OF LAND HEREINAFTER DESCRIBED, TO BE USED IN COMMON WITH
THE RECORD OWNER (AS SUCH OWNER SHALL EXIST FROM TIME TO TIME) OF THE LAND
ADJOINING TO THE SOUTH A STRIP OF LAND OF A UNIFORM WIDTH OF 10.00 FEET, THE
CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE
NORTHERLY LINE OF THE HEREINBEFORE DESCRIBED PARCEL 2A: DISTANCE THEREIN SOUTH
89(degree) 29' WEST 52.50 FEET FROM THE NORTHEASTERLY CORNER THEREOF; RUNNING
THENCE FROM SAID LINE NORTH 450 EAST 14.14 FEET; THENCE NORTH 30.00 FEET AND
NORTH 670 31' 24" EAST 46.41 FEET TO THE WESTERLY LINE OF CORVIN DRIVE.

SAID ABOVE EASEMENT IS CREATED BY EASEMENT AGREEMENT RECORDED MARCH 30, 1998,
INSTRUMENT 141 15469, SANTA CLARA COUNTY RECORDS.



                                       1



PARCEL 4:

AN EASEMENT FOR THE PERMANENT, MUTUAL INGRESS AND EGRESS OVER A COMMON DRIVEWAY
TO SERVE BOTH PARCELS AND AS A COMMON STORM DRAINAGE AREA TO SERVE BOTH PARCELS,
DESCRIBED AS A STRIP OF LAND 25 FEET IN WIDTH AND 310 FEET IN LENGTH, THE
CENTERLINE OF SAID STRIP BEING THE LINE COMMON TO PARCEL 4A OF THAT PARCEL MAP
FILED FOR RECORD JULY 9, 1970 IN BOOK 270 OF MAPS AT PAGE 21, SANTA CLARA COUNTY
RECORDS, AND PARCEL 2A OF THAT PARCEL MAP FILED FOR RECORD APRIL 10, 1970 IN
BOOK 266 OF MAPS AT PAGE 32, SAID COUNTY RECORDS.

EXCEPTING THEREON THAT PORTION LYING WITHIN PARCEL ONE ABOVE.

ASSESSOR'S PARCEL NO.: 21 6-33-025



                                       2



                                    EXHIBIT E

Recording Requested By and.
When Recorded Mail to:

- ----------------------------

- ----------------------------

- ----------------------------


- -------------------------------------------------------------------------------

                               MEMORANDUM OF LEASE

         This Memorandum of Lease ("Memorandum") is executed as of the ____ day
of September, 2000, between Rainbow Property Management, LLC, a California
limited liability company ("Landlord") and Coloconnection, Inc., a Florida
corporation ("tenant"), and is as follows:

         1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord that certain real property in the City and County of
Santa Clara, State of California more particularly described in Exhibit A which
is attached hereto (the "Premises") on the terms and conditions set forth in a
certain Net Premises Lease dated for reference purposes only September 13, 2000
(the "Lease"), the provisions of which are hereby incorporated into this
Memorandum by this reference. The Premises includes, without limitation, rights
now or hereafter appurtenant to the Premises and any and all improvements now or
hereafter located thereon.

         2. LEASE TERM. The term of the Lease shall commence October 1. 2000,
and shall expire on September 30, 2020, except that Tenant has two (2) options
to extend the term of the Lease for additional terms of 60 months each, unless
sooner terminated by Landlord or Tenant pursuant to the terms of the Lease.

         3. RIGHT OF FIRST OFFER TO PURCHASE. Landlord hereby grants to Tenant
the right of first offer to purchase the Premises, on all of the terms arid
conditions stated herein and in the Lease.

         4. FURTHER INFORMATION. Any party who wishes to obtain further
information concerning the Lease may contact: _____________________

         5. BINDING EFFECT. Provisions of the Lease to be performed by Landlord
or Tenant, whether to be performed on the Premises or in any other location, and
whether affirmative or negative in nature, are intended to arid shall inure to
the benefit of and bind Landlord and Tenant, respectively, and their respective
heirs, administrators, executors, successors, and assigns at any time.

         6. PURPOSE OF MEMORANDUM. This Memorandum is prepared for the purpose
of recordation and it in no way modifies the provisions of the Lease referred to
above.




                                       1


         Executed as of the date first set forth above.

LANDLORD:                                    TENANT:


Rainbow Property Management, LLC,            Coloconnection, Inc., a Florida
a California limited                         corporation
liability company

- -----------------------------                ----------------------------------
Dan Burfeind, Manager                        By:
                                                -------------------------------
                                             Its:
                                                -------------------------------


- -----------------------------                ----------------------------------
Dianne G. Burfeind, Manager                  By:
                                                -------------------------------
                                             Its:
                                                -------------------------------




                                       2



STATE OF CALIFORNIA       )
                          ) ss:
COUNTY OF SANTA CLARA     )

         On ___________ before me, ____________, Notary Public, personally
appeared ___________________ personally' known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity' upon
behalf of which the person(s) acted, executed the instrument.

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)



STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF SANTA CLARA      )

         On ___________ before me, ____________, Notary Public, personally
appeared ___________________ personally' known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity' upon
behalf of which the person(s) acted, executed the instrument.

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)



                                       3



STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF SANTA CLARA      )

         On ___________ before me, ____________, Notary Public, personally
appeared ___________________ personally' known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity' upon
behalf of which the person(s) acted, executed the instrument.

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)



STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF SANTA CLARA      )

         On ___________ before me, ____________, Notary Public, personally
appeared ___________________ personally' known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity' upon
behalf of which the person(s) acted, executed the instrument.

         WITNESS my' hand and official seal.

- -----------------------------------
Notary Public           (Seal)






                                       4



                                   EXHIBIT "F"


Mr. Alex Johnson
Don L. Beck Associates
10050 North Foothill Boulevard
Cupertino, California 95014
                                                          August 23, 2000 P10313

         RE:      Agreement for Environmental Consulting Services
                  3030 Corvin Drive
                  Santa Clara, California





Dear Mr. Johnson:

Thank you for requesting our agreement for investigative services at the 3030
Corvin Drive facility. This document will serve as our agreement to work
together.

THE PROJECT

It is our understanding that Your client plans to lease the 3030 Corvin Drive
facility and, that under conditions of the lease, they will be responsible only
for contaminants they generate at the site. This investigation is designed o
evaluate existing subsurface conditions at the facility so that your client has
a "baseline" prior to occupying the facility. The site is bordered by Kifer Road
to the south, Copper Road. to the west, Central Expressway to the north, and
Corvin Road to the east.

LOCAL EXPERIENCE

Since 1969, Lowney Associates has provided geotechnical and environmental
services for more than 5,000 projects. We have prepared this agreement based on
our previous work in the area, our site visit and discussions with you.

PROJECT TEAM

Our team consists of Stason I Foster, Principal in Charge, and Douglas T. Young,
Project Manager. We are prepared to begin the following scope of work.


                              --------------------
                                 Recent Awards
                                  1999 APWA
                                  1998 C2ELSQG
                                  1995 CELSOC
                                  1994 CFLcOC
                              --------------------

SCOPE OF SERVICES

We propose the following scope of work to evaluate soil and ground water quality
near the facility by 1) reviewing available environmental records from sites
near the facility, 2) collecting a water sample from an existing on-site
monitoring well (MW-12), and 3) analyzing soil and ground water samples from a
boring drilled in the vicinity of the proposed aboveground fuel storage area.

DOCUMENT REVIEW

We will review case histories that are on record at the Santa Clara Valley Water
District (SCVWDI) for facilities that are adjacent to and either up- or
cross-gradient to the Site. Review of these facility records may assist in
refining the analytical resting program for the site.



                                       2


                               ------------------
                          SOIL SAMPLING HELPS DOCUMENT
                        BASELINE CONDITIONS AND POSSIBLE
                            SOURCES OF CONTAMINATION
                               ------------------



FIELD INVESTIGATION

We plan to drill one soil boring in the proposed fuel storage area to obtain
baseline chemical data from soil and ground water samples.

Pre-Field Activities: Prior to beginning work, we will contact Underground
Service Alert (USA) to attempt to locate public underground utilities in the
area of our exploratory boring. Please note that USA will not mark private
utility locations. We will need you to mark any private utilities at the site or
provide us with utility plans prior to on-site drilling. We recommend using a
private utility locator to help reduce the risk of damaging underground
utilities during drilling, especially on sites where little information is
available regarding existing underground utilities. We are nor. responsible for
damage to underground structures.

Subsurface Explorations Our field engineer or scientist will direct a subsurface
exploratory program, supervise, log, and sample one exploratory boring to a
depth of approximately 25 feet. Ground water is anticipated to be at a depth of
between 20 and 25 feet.

The subsurface investigation will be performed using a limited access rig
equipped with Direct Push Technology equipment. The boring will be advanced by
hydraulically driving a 2-inch diameter by 4-foot-long open sampler with an
interior clear acetate sample liner. After being driven to a depth of 4 feet,
the sampler will be retracted to the surface. The soils sampled at approximately
5-foot intervals will be Jogged using the Unified Soil Classification System
(ASTM D-2487). Soil vapors from each sample will be monitored with an organic
vapor meter (OVM). The soil will he placed in a Ziploc(TM) hag for several
minutes; the bag then will be pierced with the OVM probe in order to record the
organic vapor levels present.

Soil samples for laboratory analysis will be collected in acetate liners. The
ends of the liners will be covered in Teflon film, fitted with plastic end caps,
taped, and labeled with a unique identification number. The samples then will be
placed in an ice-chilled cooler and transported to a state-certified analytical
laboratory with chain of custody documentation.



                                       3





                               ------------------
                           GROUND WATER SAMPLING HELPS
                         IDENTIFY IF ON-SITE SOURCES OF
                             CONTAMINATION MAY EXIST
                               ------------------




GROUND WATER SAMPLING

Ground water will be collected through the direct push drive rods using a small
diameter bailer and placed in appropriate sample bottles labeled with a unique
identification number. The samples then will be placed in an ice-chilled cooler
and transposed to a state-certified analytical laboratory with chain of custody
documentation.

Sampling of Monitoring Welt MW-12: Ground .Water from the monitoring well MW-12
will be sampled in general accordance with EPA guidelines. A Teflon bailer or
submersible pump will be used to purge a minimum of three well casing volumes of
water from the well. After purging, the volume, pH, temperature, and
conductivity measurements will be recorded. In general, these measurements
stabilize (consecutive readings within 10 percent) after three to four well
volumes. If, alter the third well volume, the pH and conductivity have not
stabilized, additional well volumes will be removed until these measurements do
stabilize. if the yield is low and the well pumped dry, the well will be allowed
to recharge to the 50 percent level before sampling.




                                       4


Ground water samples will be collected using a Teflon hailer and placed in
appropriate sample bottles labeled with a unique identification number. The
samples then will be placed in an ice-chilled cooler and transported to a
state-certified analytical laboratory with chain of custody documentation.

SAMPLING EQUIPMENT DECONTAMINATION

All sampling equipment will be thoroughly cleaned with an aqueous solution of
tri-sodium phosphate and distilled water or steam cleaned

Soil Cuttings, Steam Cleaning rinsate, and purged Ground Water Soil cuttings,
steam cleaning rinsate, and purged ground water will be stored on-site in EPA
approved drums. Our costs do not include handling or disposal of this material.
After receipt of the analytical results, we could provide a cost estimate for
disposal of these materials. If this is desired by you, please notify us.

LABORATORY ANALYSES

Four soil samples and two ground water samples will be analyzed at a state
certified laboratory for total petroleum hydrocarbons in the diesel range
(TPHd)(EPA Test Method 8015/8020), and volatile organic compounds (VOCs) (EPA
Test Method 8240). All analyses will be performed on a standard one-week
laboratory response time.


                             ----------------------
                           IF THE SITE IS "CLEAN," WE
                        DOCUMENT COMPLIANCE; IF PROBLEMS
                            EXIST, WE HELP YOU WEIGHT
                           BUSINESS DECISIONS AGAINST
                            ENVIRONMENTAL LIABILITIES
                             ----------------------


REPORT

We will prepare a soil and ground water letter evaluation report presenting the
results of our investigation and summarizing our conclusions and
recommendations. Our conclusions and recommendations will be based on readily
available information, observations of existing conditions, and our
interpretation of the analytical data. The report will include a site plan
showing sampling locations and copies of permits and laboratory data sheets.


                                       5


FEES AND TERMS

We will perform the above tasks for the fixed fees presented in Table 1, per the
attached terms and conditions. Percent complete invoices will be issued on a
monthly basis. Any requested contract changes will need to he approved in
writing before we can proceed. The project cost is based on reported conditions
at the site to date. Should any significant factor be encountered other than as
represented at the time of this proposal, such as difficulty in accessing the
Site with our drilling equipment or deeper than anticipated ground water levels,
we reserve the right to adjust our fees in a reasonable manner.

TABLE 1. FIXED FEES FOR ENVIRONMENTAL SERVICES

Document Review ...................................................   $  792
Pre-Field Activities ..............................................      396
Subsurface Exploration ............................................    1,628
Monitoring Well MW-12 Sampling ....................................      560
Laboratory Costs ..................................................    1,395
Office Coordination, Data Intrepretation, and Report Preparation ..      806
     TOTAL ........................................................   $5,577
  Optional Task
Utility Locator ...................................................   $  650



ADDITIONAL SERVICES

Additional services requested by you that are not outlined in this agreement,
such as attendance at project meetings and preparation Of draft reports, will be
charged on a time and expense basis. Please let us know if you would like us to
provide an estimate for any additional services, such as a geotechnical
investigation.



                                       6


SCHEDULE

We are prepared to begin work within one week of receiving your authorization to
proceed. Scheduling and performance of field work will take approximately two
weeks to complete. All laboratory analyses will be performed on a standard
one-week laboratory response time. After receipt of the laboratory results,
review of the data and completion of our report will take approximately two
addition-al weeks. We will strive to keep you informed of significant project
developments and to he available to answer your inquiries.

AUTHORIZATION

Please acknowledge your receipt of and agreement with the terms contained in
this agreement by signing below and returning one signed original to us. As soon
as we receive a signed agreement, we will begin work.

Thank you for choosing us to assist you with this project. If you have any
questions, please call and we will be glad to discuss them with you.

Very truly yours,                     Agreement accepted by:

LOWNEY ASSOCIATES                     DON L. BECK AND ASSOCIATES


Douglas T. Young, R.G.                -----------------------------------------
Senior Environmental Geologist        Signature                     Date
                                      -----------------------------------------
                                      Please Print Name and Title



                                       7



                        TERMS AND CONDITIONS OF AGREEMENT

1.       AGREEMENT

         Lowney's services are defined by and limited to (1) those services (the
"Work") described in the attached proposal, which is incorporated by this
reference and these Terms and Conditions of Agreement ("Terms and Conditions").
Together, the proposal and Terms and Conditions form our Agreement. This
Agreement represents the parties' entire agreement and supersedes all prior
negotiations, representations, or agreements, either written or oral. The
Agreement can only be ended by a written instrument signed by both the Client
and Lowney. Failure to immediately enforce any provision in this Agreement shall
not constitute a waiver of right to enforce that provision or any other
provision.

2.       MISCELLANEOUS CHARGES

         Expenses and other similar project-related costs are billed at cost
plus eighteen and one-half (181/2%) percent. Telephone costs, computer usage
charges, and computerized control of project charges will be additionally billed
at five (5%) percent of the total project charge. Reproduction charges will be
billed at twenty-five cents ($.25) per page plus the technical assistant's time
billed at their hourly rate. Fax transmissions will be charged at fifty cents
($0.50) per sheet. Fixed fee services will be ______________ for the agreed
fixed fee sum.

3.       TERMS OF PAYMENT

         The Client's obligation to pay for the Work is in no way dependent upon
the Client's ability to obtain financing or dependent upon the Client's
successful completion of the project. Payment for Work and expenses shall be due
and payable upon receipt of Lowney's statement. To be recognized, any dispute
over charges must be claimed in writing within thirty (30) days of the billing
date. Disputes or questions about a statement shall not be cause for withholding
payment of remaining ___________ due. Amounts unpaid thirty (30) days after the
issue date of Lowney's statement shall be assessed a service charge of one (1%)
percent per month on balances outstanding to compensate Lowney for the cost and
burden of administering the account and collecting fees owed. Should any legal
proceeding be commenced between the parties to this Agreement seeking to enforce
any of its provisions, including, but not limited to, fee provisions, the
prevailing party in such a proceeding shall be entitled to, in addition to such
other relief as may be granted, a reasonable sum of attorneys' fees and other
costs. For purposes of this provision, "prevailing party" shall include a party
which dismisses an action for recovery hereunder in exchange for payment of the
sum allegedly due, performance of covenants allegedly breached, in consideration
substantially equal to the relief sought in the action or proceeding. Lowney may
at its option withhold delivery of reports and other data pending receipt of
payment for all Work rendered and shall have no liability to the Client for
delay or damage caused because of such withholding.

4.       INSURANCE

         Lowney, its officers, employees, and agents (hereinafter referred to as
"Lowney") are protected by Worker's Compensation Insurance (and/or Employer's
Liability Insurance), by Commercial General Liability Insurance for bodily
injury and property damage, and by Professional Liability Insurance (including



                                       8


Contractor's Pollution Liability Insurance), and will furnish certificates
thereof upon request. Client specifically agrees that Lowney will not be
responsible for property damage from any cause, including fire and explosion,
beyond the amounts actually paid by Lowney's insurance carriers under Lowney's
available insurance.

5.       LIMITATIONS

         5.1 Client recognizes the inherent risks connected with construction
activities, geotechnical investigations, environmental investigations, and
assessments. Client also recognizes that actual conditions at the site may vary
from those observed by Lowney when performing the Work. Client specifically
acknowledges and agrees that the interpretations and recommendations of Lowney
are based on information actually reviewed and conditions actually observed by
Lowney. Lowney shall not be responsible for the validity or accuracy of data
collected by others or interpretations made by others.

         5.2 The Client agrees to defend and indemnify Lowney from any and all
claims, damages, costs and losses (including attorneys' fees and costs) arising
out of or in any way related to the Work or the performance or non-performance
of obligations under this Agreement except when the Claim arises from the sole
negligence of Lowney where the claim arises from the willful, wanton, or
reckless conduct of Lowney.

         5.3 In performing its professional services, Lowney will strive to use
that degree of care and skill ordinarily exercised, under similar circumstances,
by members of its profession practicing in the same or similar locality and
under the same standard of care. No warranty, expressed or implied, is made or
intended by Lowney by the proposal for consulting services, the contract between
Lowney and Client, or by furnishing oral or written reports of the findings made
to the Client or any other person.

         5.4 This paragraph limits Lowney's liability -- READ IT CAREFULLY. The
Client understands and acknowledges that the Work poses certain risks to both
Lowney and the Client. Client further acknowledges and agrees that the amount of
risk that Lowney accepts by this Agreement is commensurate with the amount of
compensation received under this Agreement for the Work. Lowney's fee for the
Work is based on and reflects Client's agreement to limit Lowney's liability as
described below. Client specifically acknowledges and agrees that but for this
promise to limit Lowney's liability, Lowney's fee would be significantly higher
to accommodate Lowney for the risks ____________ by the Work and entering this
Agreement. Client acknowledges its right to discuss this provision with legal
counsel and negotiate with Lowney regarding this provision and the proposed fee.
In reliance on the foregoing and in consideration for the fee proposed, Client
specifically acknowledges and agrees that, to the fullest extent permitted by
law, Lowney's total liability for any and all injuries, claims, liabilities,
losses, costs, expenses, or damages whatsoever including, without limitation,
attorneys' fees and legal costs (hereinafter "Claims") to Client and any third
party arising out of or in any way related to the Work or this Agreement from
any cause or ____________ including, but not limited to, Lowney's negligence,
errors, omissions, or breach of contract or any duty, is limited to and shall
not exceed $50,000 or the amount of Lowney's fee, whichever is greater (Option
1) except when the Claim arises from the sole negligence of Lowney or where the



                                       9


Claim arises from the willful, wanton, or reckless conduct of Lowney. In
consideration of an additional fee of four (4%) percent of Lowney's total Work
fee or $400, whichever is greater, Lowney will raise the limitation of liability
up to the amount actually paid by Lowney's insurance carriers for the Claims
under Lowney's available insurance coverage (Limitation Increase) if and only if
Client makes its written request for the Limitation Increase before the
commencement of the Work and Client and Lowney each initial and date this
paragraph 5.4 below (Option 2) except when the Claim arises from the sole
negligence of Lowney or where the Claim arises from the willful, wanton, or
reckless conduct of Lowney.

LIMITATION INCREASE: IT IS AGREED THAT LIMITATION OF LIABILITY INCREASED TO
ACTUAL AMOUNT OF PROCEEDS PAID BY LOWNEY'S INSURANCE CARRIERS IN EXCHANGE FOR
ADDITIONAL FEE OF FOUR (4%) PERCENT OF TOTAL CHARGE OR $400, WHICHEVER IS
GREATER.


- --------------           ----               --------------               ----
Client Initial           Date               Lowney Initial               Date


         5.5 Client agrees on its behalf and on behalf of Client's officers,
directors, partners, principals, agents, employees, successors, representatives
and assignees (collectively referred to as the "Client Group") that in no event
shall any action or proceeding be brought against Lowney by Client or Client
Group for any claim or cause of action arising from or in any way related to the
Work or this agreement unless such action or proceeding is commenced within
three (3) years from the Date of Completion of Work provided by Lowney under
this Agreement. Client and Client Group agree and acknowledge that the
limitations period set froth herein supersedes, replaces, and supplants any and
all limitation periods which would otherwise apply including, but not limited
to, those appearing in the California Code of Civil Procedure. The Date of
Completion shall be the date of the final invoice for the Work performed under
this Agreement.

         5.6 If Client requests that Lowney's work product be relied upon by a
third party, including, but not limited to, a lender, Client specifically agrees
to provide the third party with a copy of these terms and conditions and Client
agrees to limit Lowney's total liability to Client and any third party as
described in paragraph 5.4 above, and Client agrees to defend and indemnify
Lowney from any and all third party claims, damages, costs, and losses arising
out of or in any way related to the Work or the performance or non-performance
of obligations under this Agreement except when the Claim arises from the sole
negligence of Lowney or where the Claim arises from the willful, wanton, or
reckless conduct of Lowney. Any third party which accepts Lowney's work product
does so under the strict understanding that the third party is bound by all
provisions in these Terms and Conditions including, but not limited to, the
provisions of paragraphs 5.4 and 5.5 above, and this paragraph 5.6. Every
report, recommendation, finding or conclusion issued by Lowney shall be subject
to the limitations stated therein.

6.       SCOPE AND EXECUTION OF SERVICES

         6.1 Lowney will serve the Client by providing professional counsel and
technical advise based on information furnished by the Client. The Client will
make available to Lowney all known information regarding existing and proposed
conditions of the site, including the location of all underground utilities and
installations, and will immediately transmit any new information that becomes
available or any change in plans. When hazardous materials are known, assumed or
suspected to exist at a site, Lowney may be required by law to take appropriate
precautions to protect the health and safety of its personnel. Client hereby




                                       10


warrants that if it knows or has any reason to assume or suspect that hazardous
materials may exist at the project site, Client will immediately inform Lowney
and warrants that Client has done its best to inform Lowney of the known or
suspected hazardous materials' type, quantity, and location. Client and Lowney
agree that Lowney shall not be responsible for any claims, damages, costs or
losses arising from or in any way related to conditions not actually encountered
during the course of Lowney's work and Lowney shall not have any liability or
responsibility for losses resulting from inaccurate or incomplete information
supplied by Client, and Client agrees to defend and indemnify Lowney against
claims, damages, costs or losses arising from or in any way related to
conditions not actually encountered during the course of Lowney's work and
Lowney shall not have any liability or responsibility for losses resulting from
inaccurate or incomplete information supplied by Client, and Client agrees to
defend and indemnify Lowney against claims, damages, costs or losses arising
therefrom. Lowney shall not be liable for failing to discover any condition the
discovery of which would reasonably require the performance of services not
authorized by Client.

         6.2 Lowney will diligently proceed with its services and will submit
its report in a timely manner, but it is expressly agreed and understood by
Client that Lowney shall not be held responsible for delays occasioned by
factors beyond its control, nor by factors which could not reasonably have been
foreseen at the time of the execution of the Agreement between the parties.
Lowney will not be responsible for any damages, consequential or otherwise,
caused by delays in the completion of the Work. Lowney makes no warranties
regarding time of completion of the Work. In the event that the Work is
interrupted or delayed due to causes beyond Lowney's control including, but not
limited to, acts of God, war, riot, insurrection, inclement weather, fire acts
of third parties or governmental bodies, or matters within the control of
Client), Lowney shall be paid compensation for labor, equipment, and other costs
Lowney incurs in order to perform the Work for the Client's benefit during the
interruption or delay.

         6.3 The individual or individuals who contract with Lowney on behalf of
the Client warrant that they are duly authorized agents of the Client and are
empowered to so contract.

         6.4 Unless otherwise agreed in writing, the Client shall be entitled to
two copies of each report prepared by Lowney.

         6.5 In the event that Lowney submits a proposal including these Terms
and Conditions of Agreement, to provide professional services and the Client
authorizes the Work by means of a purchase order or other writing
("Confirmation"), it is expressly agreed that these Terms and Conditions shall
apply, and any terms, condition, or provisions appearing in the Confirmation are
void and inapplicable except to the extent the Confirmation authorizes the Work
and binds Client to this Agreement.

7.       SITE SAFETY

         7.1 Lowney shall not be responsible for construction means, methods,
techniques, sequences, or procedures, or for safety precautions and programs in
connection with the job or the work of any contractor, subcontractor, or their



                                       11


agents or employees, or any other person performing work or services on the job
or at the site.

8.       TERMINATION

         8.1 Either party may terminate this Agreement by giving the other party
seven (7) days' written notice. Notice shall be effective as of the date of
deposit in the U.S. Mail of the written notice, properly addressed to the person
to be notified. In the event that the Client requests termination of the
services prior to completion of Work, Lowney reserves the right to complete such
analyses and records as may be necessary to place its files in order and, where
considered necessary to protect its professional reputation, to complete a
report on the services performed to date. A termination charge of 10 percent of
the total contract amount in addition to all costs incurred to the date of Work
stoppage may be made at the discretion of Lowney.

9.       OWNERSHIP OF DOCUMENTS

         9.1 All reports, boring logs, field data, field notes, laboratory test
data, calculations, estimates and other documents prepared by Lowney, as
instruments of Work, shall remain the property of Lowney. Client agrees that all
reports and other services furnished to the Client or its agents, that are not
paid for, will be immediately returned upon demand and will not be used by the
Client for any purpose whatsoever. Client warrants that Lowney, in order to
perform its Work under this Agreement, has the unrestricted license and right to
use any information provided to Lowney by the Client or others.

10.      RIGHT OF ENTRY

         10.1 The Client will provide for right of entry of Lowney personnel and
all necessary equipment, in order to complete the Work. While Lowney will take
all reasonable precautions to minimize any damage to the property including
underground utilities, it is acknowledged and agreed by Client that in the
normal course of the Work some damage may occur, the correction of which is not
part of this Agreement. Accordingly, Client shall waive any claim against Lowney
and agree to defend and indemnify Lowney from any claims arising from entering
or working on the site which is the subject of the Work.

11.      MONITORING OF CONSTRUCTION

         The Client hereby acknowledges and understands that unanticipated or
changed conditions may be encountered during construction. Further, there is a
substantial risk to both the Client and to Lowney if Lowney is not engaged to
provide complete services, including but not limited to, construction
observation services. Such risks include the increased likelihood of
misinterpretation of Lowney's findings and conclusions, and error in
implementing recommendations by Lowney. Therefore, if the Client fails to retain
Lowney to provide complete services, the Client agrees to defend and indemnify
Lowney against any and all claims, damages, costs and losses arising out of or
in any way related to the Work or arising out of implementing or interpreting
Lowney's work product except when the Claim arises from the sole negligence of
Lowney or where the Claim arises from the willful, wanton, or reckless conduct
of Lowney.




                                       12


12.      DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS

         12.1 Hazardous materials or other toxic substances may exist at a site
where there is no reason known to Client to believe they could or should be
present. Lowney and Client agree that the discovery of unanticipated potentially
hazardous materials constitutes a changed condition mandating a renegotiation of
the scope of Work or termination of Work. Lowney and client also agree that the
discovery of unanticipated potentially hazardous materials may make it necessary
for Lowney to take immediate measures to protect public health, safety, and the
environment. Lowney agrees to notify Client as soon as practically possible
should unanticipated hazardous materials be encountered. Client encourages
Lowney to take any or all measures that in Lowney's professional opinion are
justified to preserve and protect the health and safety of Lowney's personnel,
the public, and the environment, and Client agrees to compensate Lowney for the
cost of such services. Further, the Client agrees to defend and indemnify Lowney
from any and all claims, damages, costs, and losses arising out of or in any way
related to subsurface sampling, including, but not limited to, claims, damages,
costs and losses arising from cross-contamination except when the Claim arises
from the sole negligence of Lowney or where the Claim arises from the willful,
wanton, or reckless conduct of Lowney.

13.      CONTAMINATION OF A WATER-BEARING ZONE

         13.1 Subsurface sampling may result in unavoidable contamination of
certain subsurface areas, as when a probe or boring is advanced or drilled
through a contaminated area, into a clean soil or a water-bearing zone. Because
of the risks posed by such Work, and because subsurface sampling is often a
necessary part of Lowney's Work, the Client hereby agrees to waive all claims
against Lowney that in any way arise out of subsurface sampling, including
claims relating to cross-contamination.

14.      DISPOSAL OF SAMPLES AND DRILL CUTTINGS

         14.1 Lowney shall hold samples collected during the performance of its
Work no longer than 45 calendar days after issuance of any document that
includes data obtained from them unless Client advises in writing otherwise:
drill cuttings will be left on site. In the event that soil, rock, water or
drill cuttings, and/or other samples or material are contaminated or are
suspected to contain hazardous materials or other toxic substances hazardous or
detrimental to public health, safety, or the environment as defined by federal,
state or local statutes, regulations or ordinances, Lowney will, after
completion of testing, notify the Client of same in order for the Client to
arrange for the disposal of samples and materials. The Client recognizes and
agrees that Lowney at no time assumes title to said samples and/or materials.
The Client, not Lowney, remains ultimately responsible for selecting the
disposal or treatment facility to which such samples and/or materials are to be
delivered. The Client agrees to pay all costs associated with any storage,
transport, and disposal of samples and materials, and to defend and indemnify
Lowney from any and all claims arising out of or in any way related to the
storage, transport, and disposal of asbestos, hazardous or toxic substances, or
pollutants, including but not limited to, any samples and/or materials.




                                       13


15.      MISCELLANEOUS PROVISIONS

         15.1 The term "indemnify" shall mean indemnify, defend, and hold
harmless from and against any and all claims, liabilities, suits, demands,
losses, costs and expenses including, but not limited to, reasonable attorneys'
fees and all legal expenses and fees incurred on appeal, and all interest
thereon ("claims"), accruing or resulting to any and all persons, firms, or any
other legal entities, on account of any damages or losses to property or
persons, including death, or economic losses, arising out of the item, manner,
action or inaction specified in the specific provision.

         15.2 This Agreement shall be governed by California law. The venue for
any legal action brought pursuant to this Agreement shall be located within the
County of Santa Clara, State of California.

         15.3 Nothing contained in this Agreement shall create a contractual
relationship with or cause of action in favor of a third party against either
the Client or Lowney.

         15.4 The Client and Lowney, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the other party to
this Agreement and to the partners, successors, assigns and legal
representatives of such other party with respect to all covenants of this
Agreement. Client shall not assign this Agreement or any right or cause of
action hereunder without the written consent of Lowney.

         15.5 Unless specified otherwise by Lowney, this quotation shall not
remain in effect after thirty (30) days of the proposal date.

         15.6 Lowney maintains a General Engineering A license (No. 682286) and
Hazardous Substances Removal and Remedial Actions Certification with the State
of California which are regulated by the Contractors State License Board. Any
questions concerning a contractor may be referred to the Registrar, Contractors
State License Board, P.O. Box 26000, Sacramento, California 95826.

         15.7 Client agrees that Lowney may use and publish Client's name and a
general description of Lowney's services with respect to the project in
describing Lowney's experience and qualification to other clients or prospective
clients.

         15.8 Client acknowledges and agrees that it has received and reviewed
these Terms and Conditions and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply to the
interpretation of this Agreement.





                                       14



                                   EXHIBIT "G"

                            FORM OF LETTER OF CREDIT

                              ---------------------

                              ---------------------

                              ---------------------

                              ---------------------

                             Contact Phones:
                                            --------

                          IRREVOCABLE LETTER OF CREDIT

__________, 2000               Our irrevocable Letter of Credit:
                               No.
                                   ---------------------------------------
Beneficiary:                   Applicant:
- ---------------------          -------------------------------------------
- ---------------------
- ---------------------          Amount:  Exactly USD $_____ (_______ Dollars)
                               Final Date of Expiration:
                                                         ------------------



         We (the "Bank") hereby issue our irrevocable Letter of Credit No.
_______________ in Beneficiary's favor for the account of the above-referenced
Applicant, in the aggregate amount of exactly USD $________________

         This Letter of Credit is available with us at our above office by
presentation of your draft drawn on us at sight bearing the clause: "Drawn under
No. ______________ [INSERT NAME OF BANK] Letter of Credit No. _____________"and
accompanied by the following:

         1. Beneficiary's signed certification purportedly signed by an
authorized officer or agent stating:

                  (A) "Such amount is due to the Beneficiary as landlord tinder
the terms and conditions of that certain lease agreement dated __________, 2000
for premises known as the
_____________________________________________________________________________;
or

                  (B) "The Bank has notified us that this Letter of Credit will
not be extended beyond the current expiration date of this Letter of Credit and
Applicant has not delivered to Beneficiary at least thirty (30) days prior to
the current expiration of this Letter of Credit a replacement Letter of Credit
satisfactory to Beneficiary."

         2. The original of this Letter of Credit.

         Special conditions:



                                       1

                                   EXHIBIT "G"


         Partial draws under this Letter of Credit are permitted.
Notwithstanding anything to the contrary contained herein, this Letter of Credit
shall expire permanently without renewal on _______ __, ____.

         This Letter of Credit shall be automatically extended for an additional
period of one (1) year, Without amendment, from the present or each future
expiration date but in any event not beyond ________________ which shall be the
final expiration date of this Letter of Credit, unless, at least thirty (30)
days prior to the then current expiration date we notify you by registered
mail/overnight courier service at the above address that this Letter of Credit
will not be extended beyond the current expiration date.

         We hereby agree with you that all drafts drawn under and in compliance
with the terms of this Letter of Credit will be duly honored upon presentation
to us of the documents described in Paragraph 1 above on or before the
expiration date of this Letter of Credit, without inquiry as to the accuracy
thereof and regardless of whether Applicant disputes the content of any such
documents or certifications.

         This Letter of Credit may only be transferred in its entirety by the
issuing bank upon our receipt of the attached Exhibit "A" duly completed and
executed by the beneficiary and accompanied by the original letter of credit and
all amendment(s), if any. All transfer fees shall be charged to Applicant.

         Except so far as otherwise expressly stated, this documentary credit is
subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision,
International Chamber Of Commerce Publication No. 500.

- -----------------------------------

By:
   --------------------------------
         Authorized signature


Please direct any correspondence including drawing or inquiry quoting our
reference number to the above referenced address.

                      This document consists of two pages.




                                       2



                                   EXHIBIT "A"

DATE:

TO:

         RE:

GENTLEMEN:

FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

(NAME OF TRANSFEREE)
(ADDRESS)

ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF
CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS
TRANSFER.

BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF
CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS
AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS,
WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR
HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.

THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.

SINCERELY,

- -----------------------------------------------
             (BENEFICIARY NAME)

- -----------------------------------------------
          SIGNATURE OF BENEFICIARY

- -----------------------------------------------
          SIGNATURE AUTHENTICATED

- -----------------------------------------------
               (NAME OF BANK)

- -----------------------------------------------
            AUTHORIZED SIGNATURE

EX-10.2

                                                                    Exhibit 10.2

                          BASIC LEASE INFORMATION RIDER
                 T-REX TECHNOLOGY CENTER OF THE AMERICAS @ MIAMI

        The terms of this Basic Lease Information Rider ("Rider") contain
fundamental information relating to the Lease, many of the principal economic
terms, the commencement dates, and related obligations. The Rider and the Lease
are, by this reference, hereby incorporated into one another. Terms defined
herein apply both fox the purpose of this Rider and the Lease. Capitalized terms
that are defined in the Lease have the same meaning when used in this Rider, In
the event of any conflict between the terms of the Rider and the terms of the
Lease, the terms of the Rider shall control.

         1.       Lease Date:       October 16, 2000 ("Effective Date").

         2.       Landlord:         Technology Center of the Americas LLC, a
                                    Delaware limited liability company.

         3.       Tenant:           NAP of the Americas, Inc., a Florida
                                    corporation.

         4.       Building:         The Building is a building to be built and
                                    consisting of the improvements to the real
                                    property described and depicted on Exhibit
                                    A. The address of the Building is 50
                                    Northeast Ninth Street, Miami, Florida
                                    33132.

         5.       PREMISES:

         A. The Premises is located on the second floor of the Building and is
shown on Exhibit B-1 attached to the Lease. In addition to Tenant's right to use
and occupy the Premises, Tenant shall be entitled to use and occupy, for the
placement of its Ancillary Equipment, the Tenant's Equipment Area. For purpose
of this Rider and the Lease, the term "Ancillary Equipment" includes, but is not
limited to, Tenant's back- up generator and related fuel storage tanks,
antennas, dry coolers and related heating, ventilation and air conditioning
("HVAC") systems and equipment, fiber optic cable, conduits, horizontal and
vertical shafts; electrical and power vaults, power lines from the main entry
point into the Building, power lines from Tenant's back-up generator, and
related systems and equipment. For the purpose of this Rider and the Lease, the
term "Tenant's Equipment Area" means the risers, equipment pods, platforms
and/or structurally supported roof areas identified and allocated for Tenant on
Exhibit B-2 attached to the Lease.

         B. Tenant shall have access to the Premises and to Tenant's Equipment
Area twenty-four (24) hours per day, seven (7) days per week. Tenant shall
obtain, in advance and at its own cost, all permits and approvals required from
any municipal or governmental authority necessary for it to use and occupy
Tenant's Equipment Area for Tenant's intended purposes and to install Tenant's
Ancillary Equipment. Landlord's prior written approval, not to be unreasonably
withheld, shall be obtained with respect to the specific equipment Tenant
desires to place in Tenant's Equipment Area. Tenant acknowledges that Landlord
may have reserved certain risers, pads, roof locations, and similar areas of the
Building for lease to tenants who have in excess of building standard need for
such areas.

         6. RENTABLE AREA: The Rentable Area of the Premises is 149,184 square
feet on the second floor of the Building. The Rentable Area consists of (i) the
rentable square footage of the Premises for either full floor or partial floor
tenants (as appropriate), increased by (ii) a common equipment core factor (the
"Equipment Core Factor") of 1.24. The Equipment Core Factor has been computed by
Landlord's architect and takes into account the areas of the Building (of which
Tenant's Equipment Area is a pad) made available to tenants of the Building for
the location of their Ancillary Equipment. At Landlord's or Tenant's request,
the floor area of the Premises shall be remeasured by Landlord's architect after
possession of the Premises is delivered to Tenant (but before the Rent
Commencement Date), and to the extent the floor area ]S revised as a result of
such remeasurement, the rentals and other charges set forth herein shall be
equitably and proportionately adjusted (and the parties shall execute a written
lease amendment to confirm the changes, if any).






         7. PROPORTIONATE SHARE: Tenant's Proportionate Share is a fraction,
stated in decimal terms, the numerator of which is the Rentable Area of the
Premises and the denominator of which is 745,922. Tenant's Proportionate Share
is agreed to be twenty percent (20.00%) (unless Tenant occupies additional
space, in which event Tenant's Proportionate Share shall be recomputed, by using
the increased Rentable Area as the numerator and 745,922 as the denominator).

         8. LEASE COMMENCEMENT DATE AND DELIVERY DATE: It is understood and
agreed that, notwithstanding the fact that the Lease Commencement Date and the
Delivery Date shall be the same date, which shall be the date of substantial
completion of Landlord's Work as described in Exhibit C to the Lease, this Lease
shall be effective on the Effective Date. It is understood and agreed that in
the event that Tenant is authorized to have access to the Premises prior to the
Delivery Date all of the terms and conditions of this Lease, except for the
obligation to pay Base Rent and, if applicable, Additional Rent, shall commence
in accordance with paragraph 9 below, the terms and conditions of this Lease
shall then be in effect.

         9. RENT COMMENCEMENT DATE: The Rent Commencement Date is ninety (90)
days following the Delivery Date. The Rent Commencement Date is the date on
which the Base Rent and the Additional Rent shall commence being paid by Tenant.

         10. EXPIRATION DATE: The last day of the month which is twenty (20)
years after the Rent Commencement Date, subject to the terms contained in
Section.

         11. LEASE TERM: From the Lease Commencement Date to the Expiration
Date, unless extended or sooner terminated in accordance with the Lease.

         12. RENEWAL OPTIONS:

         A. Landlord grants to Tenant two (2) options to extend the Lease Term
for an additional period of five (5) years each ("Renewal Term"), under the
terms and conditions hereinafter set forth. Tenant may only validly exercise the
aforesaid options to extend if: (a) the Lease is in fill force and effect at the
time of the exercise of said option, and the Tenant is not in default of the
Lease at such time and at the time that the extension of the Term would take
effect; (b) Tenant shall be in possession of the entire Premises, except to the
extent that a different party is properly in possession of all or any part of
the Premises pursuant to the terms of the Lease, and (c) Tenant shall have
exercised the option to extend by delivering a notice (the "Notice") in writing
to the Landlord not later than twelve (12) months prior to the expiration of the
then-current Lease Term. Failure to exercise the first option shall result in
the automatic termination of the second option.

         B. The Base Rent for each Renewal Term shall be the then-effective
"Market Rent" as determined in accordance with this section, but in no event
shall such Market Rent be less than the Base Rent in effect at the conclusion of
the prior Term. "Market Rent", including escalations for successive years, shall
be determined by Landlord in its reasonable judgment. Landlord's determination
shall be based upon then-current and projected rents in the Building, adjusted
for any special conditions applicable to such space and lease;, for location,
length of term, amounts of space and other factors that Landlord deems relevant
in computing rents for space in the Building, including adjustments for
anticipated inflation. Landlord shall determine the Base Rent for the first year
of any Renewal Term on a price per square foot basis ("Renewal Term Rental
Rate"). The Renewal Term Rental Rate shall then be multiplied by the Rentable
Area. Thereafter, the first year Base Rent for the Renewal Term will be annually
adjusted (on the anniversary date of the beginning of the Renewal Term) by three
percent (3.0%) compounded annually. Landlord shall provide Tenant in writing
with its determination of the then-effective Market Rent within thirty (30) days
after receipt of the Notice. Landlord and Tenant shall negotiate in good faith
to agree upon such Market Rent; provided, however, that if Tenant is not
satisfied with Landlord's determination of Market Rent, Tenant may, prior to the
day nine (9) months before the Expiration Date for the then current Lease Term
either (i) withdraw the Notice, or (ii) submit the determination of Market Rent
to Binding Arbitration pursuant to the provisions of paragraph 12C of this
Rider. The election of (i) or (ii) shall be in writing.

         C. If Tenant elects Binding Arbitration to determine the Market Rent,
then with such election Tenant shall identify an independent real estate



                                       2


appraiser licensed in Miami, Dade County, Florida, with at least ten (10) years
experience in telecommunications leasing and appraising in the central downtown
business district. Landlord shall, within fifteen (15) days, select a similarly
experienced appraiser, and the TWO promptly shall select a third appraiser with
similar qualifications. The appraisers shall be instructed to determine within
thirty (30) days the Market Rent for the Premises as of the beginning of the
Renewal Term in question, assuming (1) the Premises are delivered to a tenant in
their "as-is" condition, but with all of Tenant's equipment removed (it being
agreed that for this purpose Tenant's equipment shall not include light
fixtures, HVAC systems and equipment and fire suppression system and equipment,
which shall be deemed to remain in the Premises). The average of the two brokers
who are closest together in rental rate shall be deemed to be the Market Rent.
The Market Rent so established shall be subject to Three percent (3.0%) annual
increases, and in no event shall it be less than the Base Rent then in effect
for the Premises increased by three percent (2.0%). All other economic and other
terms of this Rider (including, by way of example only, the Additional Rent
provisions) and of the Lease shall remain in fill force and effect Ewing any
Renewal Term. Landlord and Tenant independently shall pay the appraiser they
select and shall share equally the cost of the third appraiser.

         13. BASE RENT: Beginning on the Rent Commencement Dale (it being
understood that the table shown below reflects Base Rent for twenty (20) years
from the Rent Commencement Date and which Base Rent begins at $16.00 per
Rentable Square Foot and escalates at the rate of 3% compounded annually through
the Term, and additionally increased by $1.50 per Rentable Square Foot after the
fifth, tenth and fifteen years of the Term), Tenant shall pay the Base Rent
described below, p]us applicable sales taxes and applicable local taxes




     YEAR              RENT/SF                ANNUAL BASE RENT              MONTHLY BASE RENT
     ----              -------                ----------------              -----------------
                                                                     
      1               $  16.00               $   2,386,944.00                 $  198,912.00
      2               $  16.48               $   2,458,552.32                 $  204,879.36
      3               $  16.97               $   2,532,308.89                 $  211,025.74
      4               $  17.48               $   2,608,278.16                 $  217,356.51
      5               $  18.01               $   2,686,526.50                 $  223,877.21
      6               $  20.05               $   2,990,898.30                 $  249,241.52
      7               $  20.65               $   3,080,625.24                 $  256,718.77
      8               $  21.27               $   3,173,044.00                 $  264,420.33
      9               $  21.91               $   3,268,235.32                 $  272,352.94
      10              $  22.56               $   3,366,282.38                 $  280,523.53
      11              $  24.74               $   3,691,046.85                 $  307,587.24
      12              $  25.48               $   3,801,778.26                 $  316,814.85
      13              $  26.25               $   3,915,831.61                 $  326,319.30
      14              $  27.04               $   4,033,306.56                 $  336,108.88
      15              $  27.85               $   4,154,305.75                 $  346,192.15
      16              $  30.18               $   4,502,710.92                 $  375,225.91
      17              $  31.09               $   4,637,792.25                 $  386,482.69
      18              $  32.02               $   4,776,926.02                 $  398,077.17
      19              $  32.98               $   4,920,233.80                 $  410,019.48
      20              $  33.97               $   5,067,840.81                 $  422,320.07



         14. ADDITIONAL RENT: Additional Rent consists of Tenant's Proportionate
Share of the sum of Operating Charges, the Real Estate Taxes and any other
expenses passed through to Tenant under the Lease, as more filly set forth in
Article 5 of the Lease.

         15. OPERATING CHARGES: As described in Article 5 of the Lease.

         16. REAL ESTATE TAXES: As described in Article S of the Lease.

         17. SECURITY DEPOSIT PAID: No security deposit shall be required to be
paid hereunder.

         18. USE OF PREMISES: The installation, operation, and maintenance of
telecommunications equipment and transmission facilities, including, but not
limited to, a local and long distance switch, node, customer co-location, public
and private peering and related equipment, together with general offices and
other uses normally related thereto and permitted by law.

         19. PARKING SPACES: Tenant may lease up to its proportionate share of
one hundred ten (110) parking spaces within the Building at the then-prevailing
market rate for covered parking spaces within the central business district of
Miami, Florida, and up to fifty (50) additional off-site, uncovered parking



                                       3


spaces on an unreserved basis at a location to be designated by Landlord within
one thousand (1000) feet of the Building at the then-prevailing market rate for
parking spaces. Notwithstanding the foregoing, Landlord shall have the right,
upon thirty (30) days' written notice to Tenant, to recapture up to five (5) of
Tenant's parking spaces, if, in Landlord's reasonable discretion, Landlord
elects to use such spaces for tenant equipment areas; provided, however, that
Landlord shall recapture parking spaces proportionately from all tenants based
substantially on their leaseable floor area in the Building.

         20.      TENANT'S ADDRESS FOR NOTICES:

                  NAP of the Americas, Inc.
                  2601 South Bayshore Drive, Suite 900
                  Miami, FL 33133
                  Attn:  Brian Goodkind

         21.      TENANT'S REPRESENTATIVE FOR BUILD-OUT:

                  NAP of the Americas, Inc.
                  2601 South Bayshore Drive, Suite 900
                  Miami, FL 33133
                  Attn:  Greg Lopez, Project Manager

         22.      TENANT'S APPROVED CONTRACTOR:

                  Terremark Technology Contractors, Inc.
                  2601 South Bayshore Drive, Suite 900
                  Miami, FL 33133
                  Attn:  Ed Jacobsen, President

         23. BROKER(S): Landlord recognizes Telecom Routing Exchange Developers,
Inc., as the brokers in connection with this transaction, and they shall be
compensated pursuant to a separate letter agreement.

         24. TENANT ACCESS FOR TENANT WORK: Tenant shall be &anted access to the
Premises for the purpose of performing its Tenant Work commencing on the
Delivery Date; provided, that in no event may Tenant commence any Tenant Work
until Tenant has received Landlord's written approval of all of Tenant's plans
and specifications for such work, the approval of Tenant's proposed contractor,
and of the location of Tenant's Equipment within the Tenant's Equipment Area,
which approval shall not be unreasonably withheld or delayed. Tenant shall pay a
reasonable market rate fee to Landlord for its review of Tenant plans and
supervision of Tenant's proposed construction.

         25. EQUIPMENT TESTING: Tenant shall test and otherwise "exercise" its
redundant HVAC and power equipment and facilities on a regular periodic basis,
although such testing shall be in accordance with reasonable rules and
regulations established by Landlord from time-to-time in its discretion for the
purpose of reducing the inconvenience to other tenants of the Building, as well
as synchronize the timing of exercising all equipment of all tenants in the
Building.

         26. MANAGEMENT. The Building shall be professionally managed for
Landlord by a management company (which may be affiliated with Landlord)
selected by Landlord.

         27. CORPORATE GUARANTY. Terremark Worldwide, Inc. has executed a
corporate Guaranty of Lease, winch is attached to the Lease and made a part
thereof as Exhibit F.

         28. TENANT EXECUTION AND DELIVERY. Notwithstanding anything to the
contrary herein or in the Lease, Tenant expressly covenants and agrees that the
execution and delivery of this Rider and the tease by Tenant constitutes an
offer by Tenant to lease the Premises on the terms and conditions stated in the
Rider and Lease, and that Tenant may not withdraw this offer to lease unless
Landlord fails to execute arid deliver fully executed counterparts of the Rider
and Lease on or before 5:00 pm (EST), Friday, October 27, 2000.




                                       4


         29. COVENANTS. Landlord covenants that, except for its p re-existing
lease to Global Crossing Telecommunications, Inc., it shall not lease any space
within the Building to the following entities which are "NAP'" providers: PAIX,
InterNAP, GlobalNAP, Teleplace, or any existing or planned "MIX's", "NAP's" or
"MAE's". The parties further agree and acknowledge that Tenant shall have the
exclusive right to provide a general building cross-connection point for
telecommunications services within the Building, also known as a "meet me room".
The rates charged by the Tenant to tenants in the Building for connection to the
cross-connection point (meet me room) shall not exceed the current market rates
("Current Market Rates") in effect for such services from time to time. The
existing market rates ("Existing Rates") for each individual connection to the
cross-connection point (meet me room) are as follows: T1/El - $50/$75 per
connection; DS3 - $200 per connection; OC-3 - $295 per connection. The Existing
Rates shall not be subject to adjustment in accordance with changes in the
Current Market Rates for a period of one (1) year from the date of this Lease.
Thereafter, the Existing Rates shall be adjusted in accordance with changes in
the Current Market Rates then in effect. In no event shall this general building
cross-connection point preclude other tenants in the Building from using the
riser space within the Building to service their own conduit or to interconnect
with others who are co-locating in such tenant's space.

         30. TENANT IMPROVEMENTS. Tenant covenants and agrees to spend at least
$266.67 per square foot of Rentable Area for tenant improvements (which for
these purposes shall be deemed to include all hard and soft costs paid for
tenant improvements and for equipment, and shall also include all fees and
expenses paid by the tenant to consultant;, including fees and expenses paid to
Telcordia, but excluding fees paid to Terremark Worldwide, Inc., T-Rex Miami,
LLC or their respective Affiliates) within 18 months after the earlier of the
Rent Commencement Date of this Lease or the substantial completion of the
Building ("Completion Date"). In the event that such improvements are not
completed on or before the Completion Date, such failure shall constitute a
default by Tenant under this Lease. In order to evidence completion of such
improvements and the expenditure of the sums set forth above, Tenant shall
deliver substantiation of such expenditures to Landlord-within thirty (30) days
of the expiration of the 18 month period described above. Any objections to such
substantiation shall be given by Landlord to Tenant in writing and Tenant shall
have thirty (30) days from its receipt of such notice to provide Landlord with
evidence of compliance.

         31. MODIFICATIONS TO LEASE. The parties hereby acknowledge that
Sections 6.1(d) and 12.1 of the Lease are hereby deleted and of no further force
and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Basic Lease
Information Rider on this ____ day of October, 2000, intending that it be, and
the same hereby is, incorporated into and made a part of the T-Rex Technology
Center of the Americas @ Miami Lease.

                     (Executions continue on following page)




                                       5



Attest:                Tenant:

[ILLEGIBLE]            NAP of the Americas, Inc., a Florida corporation
- -------------------

[ILLEGIBLE]            By:      /s/ BRAIN K. GOODKIND
- -------------------       --------------------------------------------------
                                Name:  Brian K. Goodkind
                                Title:  Senior Vice President


                       Landlord:

[ILLEGIBLE]            Technology  Center of the  Americas,  LLC, a Delaware
- -------------------    limited liability company

[ILLEGIBLE]            By:      /s/ MICHAEL KATZ
- -------------------       -----------------------------------------
                       Vice President of Telecom Routing Exchange Developers,
                       Inc., its Manager




                                       6



                     T-REX TECHNOLOGY CENTER OF THE AMERICAS
                                     @MIAMI
                     LEASE AGREEMENT - - STANDARD PROVISIONS

         THIS LEASE AGREEMENT ("Lease") is dated as of the 16th day of October,
2000, by and between Technology Center of the Americas LLC, a Delaware limited
liability company ("Landlord"), and NAP of the Americas, Inc., a Florida
corporation ("Tenant").


                                    ARTICLE 1
                 INCORPORATION OF BASIC LEASE INFORMATION RIDER\

         1.1 The Basic Lease Information Rider ("Rider") attached hereto, and
all of the defined terms contained therein, are incorporated herein by reference
and made a part hereof.


                                    ARTICLE 2
                                    PREMISES

         2.1 (a) Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Premises, for the term and upon the conditions and covenants set
forth herein. The Premises are outlined on EXHIBIT B-I, which is attached hereto
for locational purposes only and by this reference made a part hereof.

                  (b) In addition to the occupancy of the Premises, Tenant and
         its officers, employees, agents, customers and invitees also shall have
         the right to i he non-exclusive use of public parking areas (as
         distinguished from parking areas or portions hereof that are
         specifically licensed to tenants of the building from time-to-time
         during the Term hereof), walkways, landscaped areas, driveways and
         sidewalks within the Building that are designated by Landlord from time
         to time as areas for the common use of all tenants (the "Common
         Areas"). Landlord agrees to make the Common Areas continuously
         available to Tenant for the non-exclusive use by Tenant, other tenants
         and the their respective officers, employees, agents, customers and
         invitees during the Lease Term and any extension thereof, except when
         portions of the Common Areas temporarily may be unavailable for use by
         reason of repair work then being underway thereon and as a result of
         the temporary use of such Common Areas by Landlord and other tenants
         and their respective contractors while they are engaged in the
         construction and/or renovation of other areas of the Building. Landlord
         shall have the right from time to time temporarily to close the Common
         Areas to prevent the acquisition of public rights thereon. Landlord
         shall, as part of Operating Charges, operate and maintain the Common
         Areas during the Lease Term and any extensions thereof in good order
         and repair in accordance with the standards of comparable Buildings in
         the area in which the Premises are located.


                                    ARTICLE 3
                                      TERM

         3.1 The Lease Term shall be as set forth on the Rider and stall
continue for the period set forth thereon. The Lease Team shall also include any
renewal or extension of the term of this Lease as described in the Rider.

         3.2 The Rent Commencement Date shall be the date set forth in the
Rider.

         3.3 "Lease Year" shall mean a period of twelve (12) consecutive months,
the first such Lease Year to commence on the Lease Commencement Date; provided,
however, that if the Lease Commencement Date is not the first day of a month,
then the first Lease Year shall commence on the Lease Commencement Date and
shall continue for tie balance of the month in which the Lease Commencement Date
occurs and for a period of twelve (12) consecutive months thereafter. Each
succeeding Lease Year shall be a period of twelve (12) consecutive months
commencing immediately upon the expiration of the prior Lease Year.








                                    ARTICLE 4
                                    BASE RENT

         4.1 Commencing on the Rent Commencement Date and luring each Lease Year
of the Lease Term, Tenant shall pay the Base Rent specified in the Rider
attached hereto and made a part hereof. The Base Rent shall be due and payable
in equal monthly installments, without notice, demand, setoff or deduction, in
advance on the first day of each month during each Lease Year.

         4.2 All sums payable by Tenant under this Lease shall be paid to
Landlord in legal tender of the United States by wire transfer (in accordance
with wire transfer instructions contained on SCHEDULE 4.2 attached hereto and
made a part hereof, as same may be amended from time-to-time in accordance with
the notice provisions of this Lease) or by check drawn on a U.S. bank (subject
to collection), at the address to which notices to Landlord are to be given or
to such other party or such other address as Landlord may designate in writing.
Landlord's acceptance of rent after it shall have become due and payable shall
not excuse a delay upon any subsequent occasion or constitute a waiver of any of
Landlord's rights. If Tenant elects to pay by wire transfer, Tenant shall bear
the full risk of receipt of hinds by 2:00 pm on the date due at Landlord's
depository bank. In the event that Landlord's lender imposes special collection
and bank account procedures on Landlord as a condition of Landlord's financing,
Tenant agrees to cooperate frilly with Landlord in assisting Landlord in
complying with such requirements and such modified terms shall be deemed to be
made a part hereof.


                                    ARTICLE 5
                              OPERATING CHARGES AND
                                REAL ESTATE TAXES

         5.1 (a) Tenant shall also pay as additional rent ("Additional Rent"):
(i) Tenant's Proportionate Share of the Operating Charges (as defined in Section
5.1(b)) incurred during each calendar year falling entirely or partly within the
Lease Term and (ii) Tenant's Proportionate Share of the amount of Real Estate
Taxes (as defined in Section 5.1(c)) incurred during each calendar year falling
entirely or partly within the Lease Term. Tenant's Proportionate Share has been
set forth on the Rider. In the event the number of square feet comprising the
Premises increases or decreases, respectively, pursuant to any provision of this
Lease or of the Rider, or in the event the number of square feet of rentable
area in the Building increases or decreases, Tenant's Proportionate Share shall
increase or decrease accordingly. Total Rentable Space for the Building may
change from time to time. Therefore, if and when same occurs, Tenant's
Proportionate Share will be appropriately adjusted and Landlord will provide
Tenant with a written statement describing the adjustment.

                  (b) Operating Charges shall mean all costs and expenses
         incurred by the Landlord in the operation of the Building, including
         without limitation, those items set forth on SCHEDULE 5.1(B) attached
         hereto and made a part hereof.

                  (c) Real Estate Taxes shall mean (1) all real estate taxes,
         vault and/or public. space rentals (including general and special
         assessments, if any), which are imposed upon Landlord or assessed
         against the Building and/or the land upon which the Building is located
         (the "Land"), (2) any other present or future taxes or governmental
         charges that are imposed upon Landlord or assessed against the Building
         and/or the Land which are in the nature of or in substitution for real
         estate taxes, including any tax levied on or measured by the rents
         payable by tenants of the Building, and (3) expenses (including
         reasonable attorneys', consultants' and appraisers' fees) incurred in
         reviewing, protesting or seeking a reduction of Real Estate Taxes. Real
         Estate Taxes will not include capital stock, succession, transfer,
         franchise, gift, estate or inheritance taxes imposed on Landlord.

         5.2 (a) Tenant shall make estimated monthly payments to Landlord on
account of the Operating Charges and Real Estate Taxes that are expected 10 be
incurred during each calendar year. From time to time, Landlord will submit a
statement to Tenant setting forth Landlord's reasonable estimate of such charges
and the amount of Tenant's Proportionate Share thereof Tenant shall pay to
Landlord on the first day of each month following receipt of such statement,
until Tenant's receipt of the succeeding annual statement, an amount equal to
one-twelfth (1/12) of such share (estimated on an annual basis).




                                       2


                  (b) Within one hundred twenty (120) days following the end of
         each calendar year, Landlord shall submit a statement showing (1)
         Tenant's Proportionate Share of the actual amount of Operating Charges
         and Real Estate Taxes actually incurred during the preceding calendar
         year, and (2) the aggregate amount of Tenant's estimated payments
         during such year. If such statement indicates that the aggregate amount
         of such estimated payments exceeds Tenant s actual liability, then
         Tenant shall deduct the net overpayment from its next monthly
         payment(s) of estimated Operating Charges and Real Estate Taxes. If
         such statement indicates that Tenant's actual liability exceeds the
         aggregate amount of such estimated payments, then Tenant shall pay the
         amount of such excess within thirty (30) days of Tenant's receipt of
         such notice of excess due. Such statement of Operating Charges and Real
         Estate Taxes shall become binding and conclusive if not contested by
         Tenant within sixty (60) days after it is rendered.

         Notwithstanding anything to the contrary in the Lease, within sixty
(60) days of Tenant's receipt of Landlord's statement, in the event any dispute
arises between Landlord and Tenant as to Operating Charges and/or Real Estate
Taxes, Tenant shall have the right, upon reasonable notice, to inspect and
photocopy, if desired, Landlord's records concerning the Operating Charges
and/or Real Estate Taxes of :he Building. If, after such inspection, Tenant
continues to dispute Operating Charges and/or Real Estate Taxes, Tenant shall be
entitled, within such sixty (60) day period, to retain an independent accountant
or accountancy firm that has a specialty in auditing operating expenses to
conduct an audit. The results of any such audit shall be completed not later
than one hundred twenty days (120) days after Tenant's receipt of Landlord's
statement. If as to any specific issue it is determined that Tenant has been
overcharged, then Tenant shall receive a credit against the next month's
required payment of Operating Charges in the amount of such overcharge. If the
audit reveals that Tenant was undercharged, then, within thirty (30) days after
:he results of such audit are made available to Tenant, Tenant shall reimburse
Landlord for the amount of such undercharge. Tenant shall pay the cost of any
audits requested by Tenant, unless any audit reveals that Landlord's
determination of the Operating Charges and/or Real Estate Taxes was in error by
more than five percent (5%), in which case Landlord shall pay the cost of such
audit. Landlord shall be required to maintain records of the Operating Charges
and Real Estate Taxes for the three-year period following each Operating Charges
statement. To the extent either party owes any amount to the other, and such
obligation arises at the end of the Term, such amount shall be paid in its
entirety within thirty (30) days following the completion of the audit process.

                  (c) If the Lease Term commences or expires on a day other than
         the first day or the last day of a calendar year, respectively, then
         Tenant's liability for Tenant's Proportionate Share of Operating
         Charges and Real Estate Taxes incurred during; such calendar year shall
         be equitably apportioned on a pro-rata basis.


                                    ARTICLE 6
                                 USE OF PREMISES

         6.1 (a) Tenant may use, occupy and operate the Premises in accordance
with the use clause set forth in the Rider. Tenant agrees at all times during
the Lease Term and any extensions thereof to comply with all applicable laws
affecting the use of the Premises.

                  (b) Tenant acknowledges and agrees that the precise location
         of equipment and cable outside of the Premises and within horizontal
         and vertical) shafts, risers and pathways within the Building, to the
         Building or between and among floors, both at the commencement of
         Tenant's occupancy and as same may be modified, expanded or adjusted
         from time-to-time after initial occupancy, shall be in conformity with
         plans and specification which have been approved in writing in advance
         by the Landlord, in Landlord's sole discretion, and shall otherwise be
         in accordance with Building Rules and Regulations attached as Exhibit
         E. With respect to the location of equipment and cable within the
         Premises, Landlord shall waive the right to review and approve such
         initial placement and any relocation thereof, with such approval not to
         be unreasonably withheld or delayed.

                  (c) Tenant shall not use the Premises for any unlawful purpose
         or in any manner that will constitute waste, nuisance or unreasonable
         annoyance to Landlord or any other tenant of the Building, or in any
         manner that will increase the number of parking spaces required for the
         Building at full occupancy or otherwise as required by law. Except as



                                       3


         otherwise provided in this Lease, Tenant shall not generate, use,
         store, or dispose of any materials posing a health or environmental
         hazard in or about the Building, nor use or occupy be Premises in any
         manner which may result in an increase in Landlord's insurance premium
         payable in respect of the Building. Tenant shall comply with and
         conform to all present and future laws, ordinances, regulations and
         orders of all applicable governmental or quasi-governmental authorities
         having jurisdiction over the Premises, including those concerning the
         use, occupancy and condition of the Premises and all machinery,
         equipment and furnishings therein. The party installing the initial
         leasehold improvements described in Exhibit D hereto shall obtain the
         initial certificate of occupancy for the Premises. Any amended or
         substitute certificate of occupancy necessitated by Tenant's particular
         use of the Premises or any Alterations made by Tenant in the Premises
         shall be obtained by Tenant at Tenant's sole expense. (The foregoing
         sentence shall not be construed as to constitute the consent of the
         Landlord for any Alterations of the Premises.) Use of the Premises is
         subject to all covenants, conditions and restrictions of record.

                  (d) Landlord agrees that Tenant may provide its
         telecommunications services, with no service restrictions in the
         Building for providing such services, through its fiber optic or other
         telecommunications network to other tenants or occupants in the Complex
         or Tenant's customers or vendors, provided that no other Building
         services or services of other telecommunications providers will be
         materially and adversely affected thereby. In the event that Landlord
         shall provide a "meet point room" in the Building (which meet point
         room, if provided, shall be in a location designated by Landlord),
         Tenant, at its option, may interconnect with other tenants or occupants
         of the Building or Tenant's customer or vendors though such a Building
         meet point room. If Tenant elects to utilize such meet point room,
         Tenant shall reimburse Landlord, within thirty (30) days of Landlord's
         demand, for Tenant's proportionate share (based on Tenant's share of
         the space available and utilized by Tenant for use in the meet point
         room) of Landlord's reasonable actual out-of-pocket expenses for
         developing, building, operating and maintaining the Building's meet
         point room to the extent not theretofore recovered by Landlord.
         Landlord shall have the right at any time to relocate such meet point
         room at Landlord's expense, in which event Landlord shall reimburse
         Tenant for Tenant's reasonable expenses incurred in connection with
         relocating its equipment to the relocated meet point room. Prior to the
         discontinuance of any existing meet point room in the Building in
         connection with such a relocation, Landlord shall have constructed a
         new meet point room and Tenant shall have had a reasonable opportunity
         to interconnect therein with the other tenants or occupants of the
         Building to which Tenant is providing its telecommunications services
         and with other telecommunications carriers. In addition, Landlord may
         at any time discontinue the use of any meet point room provided that,
         prior to such discontinuance, Tenant shall have had reasonable notice
         and opportunity to connect directly to other tenants of the Building to
         which it is providing its telecommunications services and to other
         telecommunications carriers, in which event Landlord shall reimburse
         Tenant for Tenant's reasonable expenses incurred in connection with
         such direct connections. Further, such "meet me" room shall have direct
         access to the interconnect! fiber termination point within the Tenant's
         Premises at the public or private peering point, and such connection
         shall be at no charge to Landlord throughout the Term, including any
         Renewal Term.

         6.2 Tenant shall pay, within thirty (30) days of notice thereof, but in
any event before delinquency, any business, rent or other taxes or fees that are
now or hereafter levied, assessed or imposed upon Tenant's use or occupancy of
the Premises, the conduct of Tenant's business in the Premises or Tenant's
equipment, fixtures, furnishings, inventory or personal property. If any such
tax or fee is enacted or altered so that such tax or fee is levied against
Landlord or so that Landlord is responsible for collection or payment thereof,
then Tenant shall pay to Landlord as Additional Rent the amount of such tax or
fee within thirty (30) days of its having been assessed, but in no event in a
fashion as to constitute a delinquency in the payment of such taxes, fees or
assessments. Tenant shall also promptly pay any sales tax and/or other local tax
now or hereafter in existence that is imposed. Any sales tax on rent shall be
paid by Tenant to Landlord simultaneously with the monthly payment of Base Rent.
Any such tax obligation shall be deemed Additional Rent.




                                       4


         6.3 (a) Except as otherwise provided in this Lease, Tenant shall not
cause or permit any Hazardous Materials to be generated, used, released, stored
or disposed of in or about the Building. At the expiration or earlier
termination of this Lease, Tenant shall surrender the Premises to Landlord free
of Hazardous Materials and in compliance with all Environmental Laws. "Hazardous
Materials" means (a) asbestos and any asbestos containing material and any
substance that is then defined or listed in, or otherwise classified pursuant
to, any Environmental Law or any other applicable Law as a "hazardous
substance," "hazardous material," "hazardous waste," "infectious waste," "toxic
substance," "toxic pollutant" or any other formulation intended to define, list,
or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or
Toxicity Characteristic Leaching Procedure (TCLP) toxicity, (b) any petroleum
and drilling fluids, produced waters, and other wastes associated with the
exploration, development or production of crude oil, natural gas, or geothermal
resources, and (c) any petroleum product, polychlorinated biphenyls, urea
formaldehyde, radon gas, radioactive material (including any source, special
nuclear, or by-product material), medical waste, chlorofluorocarbon, lead or
lead-based product, and any other substance whose presence could be detrimental
to the Building or the Land or hazardous to health or the environment.
"Environmental Law" means any present and future Law and any amendments (whether
common law, statute, rule, order, regulation or otherwise), permits and other
requirements or guidelines of governmental authorities applicable to the
Building or the Land and relating to the environment and environmental
conditions or t0 any Hazardous Material (including, without limitation, CERCLA,
42 U.S.C.ss. 9601 ET SEQ., the Resource Conservation and Recovery Act of 1976,
42 U.S.C.ss. 6901 ET SEQ., the Hazardous Materials Transportation Act, 49
U.S.C.ss. 1801 ET SEQ., the Federal Water Pollution Control Act 33 U.S.C.ss.
1251 ET SEQ., the clean Air Act, 33 U.S.C.ss. 7401 ET SEQ., the Toxic Substances
Control Act, 15 U.S.C.ss. 2601 ET SEQ., the Safe Drinking Water Act, 42
U.S.C.ss. 300f ET SEQ., the Emergency Planning and Community Right-To-Know Act,
42 U.S.C.ss. 1101 ET SEQ., the Occupational Safety and Health Act, 29 U.S.C.ss.
651 ET SEQ., and any so-called "Super Fund" or "Super Lien" law, any Law
requiring the filing of reports and notices relating to hazardous substances,
environmental laws administered by the Environmental Protection Agency, and any
similar state and local Laws, all amendments thereto and all regulations,
orders, decisions, and decrees now or hereafter promulgated thereunder
concerning the environment, industrial hygiene or public health or safety).

                  (b) Notwithstanding any termination of this Lease, Tenant
         shall indemnify and hold Landlord, its employees and agents, and, if
         applicable, Landlord's prime landlord under any ground lease to which
         Landlord is a party, and Landlord's lender(s), harmless from and
         against any damage, injury, loss, liability, charge, demand or claim
         based on or arising out of the presence or removal of or failure to
         remove, Hazardous Materials generated, used, released, stored or
         disposed of by Tenant or any Invitee in or about the Building, whether
         before or after Lease Commencement Date. In addition, Tenant shall give
         Landlord immediate verbal and follow-up written notice of any actual or
         threatened Environmental Default, which Environmental Default Tenant
         shall cure at the sole expense of the `tenant in accordance with all
         Environmental Laws and to the satisfaction of Landlord and only after
         Tenant has obtained Landlord's prior written consent. An "Environmental
         Default" means any of the following by Tenant or any Invitee: a
         violation of an Environmental Law; a release, spill or discharge of a
         Hazardous Material on or from the Premises, the Land or the Building;
         an environmental condition requiring responsive action; or an emergency
         environmental condition. Upon any Environmental Default, in addition to
         all other rights available to Landlord under this Lease, at law or in
         equity, Landlord shall have the right, but not the obligation, to
         immediately enter the Premises, to supervise and approve any actions
         taken by Tenant to address the Environmental Default, and, if Tenant
         fails to immediately address same to Landlord's satisfaction, to
         perform, at Tenant's sole cost and expense, any lawful action necessary
         to address same. This provision will survive the termination or
         expiration of this Lease, and any renewals, extensions or expansions
         thereof

                  (c) Landlord represents and warrants that the Building is
         being constructed so as to be free of Hazardous Materials, except for
         those Hazardous Materials to be used in the operation of, or to be
         stored in, the Building in connection with the lawful occupancy and use
         of the Building for the purposes for which it is intended, with
         Landlord having obtained the necessary governmental approvals for the
         Hazardous Materials for which Landlord may be responsible.





                                       5


                                    ARTICLE 7
                            ASSIGNMENT AND SUBLETTING

         7.1 Except as provided below, Tenant will not sell, assign, transfer,
mortgage or otherwise encumber this Lease or sublet, rent or permit occupancy or
use of the Premises or any part thereof by others, without obtaining the prior
written consent of Landlord, nor shall any assignment or transfer of this Lease
or the right of occupancy hereunder be effectuated by operation of law or
otherwise without the prior written consent of Landlord, which consent may be
granted, withheld or conditioned in the sole and absolute discretion of the
Landlord. Any such assignment, subletting or occupancy without the prior written
consent of Landlord shall constitute an Event of Default, or, at the election of
the Landlord, shall be void. Tenant shall pay all reasonable expenses (including
attorney's fees) incurred by Landlord in connection with Tenant's request for
Landlord to give its consent to any assignment, subletting or occupancy.

         7.2 Provided, that Tenant shall not be in default of this Lease, and
that Tenant shall not have engaged in acts or omissions which with the lapse of
time would constitute a default of this Lease, any transfer, by operation of law
or otherwise, of Tenant's interest in this Lease (in whole or in pad), or of a
fifty percent (50%) or greater interest in Tenant (whether stock, partnership
interest or otherwise), or any mortgaging or encumbering of any interest in
Tenant, shall be deemed an assignment of this Lease within the meaning of this
Article 7. The issuance of shares of stock to other than the existing
shareholders is deemed to be a transfer of that stock for the purposes of this
Article 7. If there has been a previous transfer of less than a fifty percent
(50%) interest in Tenant, then any other transfer of an interest in Tenant
which, when added to the total percentage interest previously transferred,
totals a transfer of greater than a fifty percent (50%) interest in Tenant shall
be deemed an assignment of Tenant's interest in this Lease within the meaning of
this Article 7. Tenant shall be obligated to notify Landlord when a transfer of
fifty percent (50%) or greater interest in Tenant is proposed. The provisions of
this Section 7.2 shall not apply to the sale of shares by persons other than
those deemed "insiders" within the meaning of the Securities Exchange Act of
1934, as amended, where such sale is effected through any recognized exchange or
through the "over-the-counter market."

         7.3 If Landlord shall validly decline to give its consent to any
proposed assignment or sublease, or if Landlord shall exercise any of its rights
under this Article 7, Tenant shall indemnify, defend and hold harmless Landlord
against and from any and all loss, liability, damages, costs and expenses
(including reasonable attorneys' fees) resulting in connection with any claim
relating to the proposed assignment or sublease that may I e made against
Landlord by the proposed assignee or sublessee or by any brokers or other
persons, including, without limitation, claims for a commission or similar
compensation in connection with the proposed assignment or sublease.

         7.4 In the event that (i) Landlord fails to exercise any of its options
under this Article 7 and (ii) Tenant fails to execute and deliver the assignment
or sublease to which Landlord consented within forty-five (45) days after the
giving of such consent then, Tenant shall again comply with all of the
provisions and conditions of this Article 7 before assigning its interest in
this Lease or subletting any portion of the Premises.

         7.5 The consent by Landlord to an assignment or to a subletting shall
not relieve Tenant from obtaining the express consent in writing of Landlord b
any further assignment or subletting. If Tenant's interest in this Lease is
assigned, or if the Premises or any pad thereof is sublet or occupied by anyone
other than Tenant, Landlord may collect rent from the assignee, subtenant or
occupant and apply the net amount collected to the Rent payable hereunder, but
no such assignment, subletting, occupancy or collection shall be deemed a waiver
of the provisions of this Article 7 or of any default hereunder or the
acceptance of the assignee, subtenant or occupant as Tenant, or a release of
Tenant from the further observance or performance by Tenant of all covenants,
conditions, terms and provisions on the part of Tenant to be performed or
observed.

         7.6 Notwithstanding anything to the contrary in this section, Tenant,
without Landlord's consent may, (a) assign this Lease to any party into which
Tenant is merged, consolidated or reorganized, or to which all or substantially
all of Tenant's assets are transferred or sold, provided: (x) Landlord shall
receive a copy of the executed transfer document promptly after execution, (y)
Tenant or its successors by merger shall remain liable under this Lease, and (z)
the transferee shall expressly assume Tenant's obligations under this Lease; and
(b) upon prior written notice to Landlord, sublease the Premises to Tenant's
affiliates. For purposes of this Lease, an affiliate of Tenant is a corporation,




                                       6


partnership, limited liability company, or other entity that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the Tenant. The term "control" (including the
terms "controlled by" and "under common control with") means the possession,
direct or indirect, of the power to direct, or cause the direction of, the
management and policies of Tenant, whether through the ownership of voting
securities, by contract, or otherwise. Tenant shall give Landlord written notice
(containing the information described above) of and such sublease to Tenant's
affiliates.

         7.7 In the event of an attempted subletting or assignment 10 an
unaffiliated third party, Tenant shall submit a request for consent thereto to
Landlord. If Landlord, in its reasonable discretion elects to deny the request
for consent to assignment, Landlord shall have the right to recapture the
Premises, or that portion of the Premises sought to be subleased, by providing
Tenant written notice of intent to recapture, within thirty (30) days of
Landlord's receipt of a request by Tenant for consent to assignment to an
unaffiliated third party of this permitted assignment If Landlord consents to
such an assignment or sublease, Tenant agrees that Landlord and Tenant shall
equally share in any amount of rent received in excess of the then-effective
Base Rent, after deduction of Landlord's expenses in connection with the
assignment or sublease.

         7.8 A permitted co-location under this Lease shall not constitute an
assignment or sublease within the meaning of this paragraph. Among other things
otherwise described in this Lease, for there to be a permitted co-location, at
all times during the Term, Tenant shall provide Landlord with its then-currently
effective Co-location License Agreement for its Customers for Landlord's review
and approval, which shall not be unreasonably withheld or delayed. Said license
will not afford licensee any interest in the tenancy granted hereby and will
preclude occupancy beyond the Term hereof the mere denomination of a license as
a "sublease" shall not defeat the terms hereof; provided, that the substance of
the relationship established thereby is that of a licensee and not a subtenant.


                                    ARTICLE 8
                             MAINTENANCE AND REPAIRS

         8.1 Tenant shall keep and maintain the Premises and Tenant's Equipment
Area, and all fixtures and equipment located therein, in clean, safe and
sanitary condition, shall take good care thereof and make all repairs thereto,
and shall suffer no waste or injury thereto. At the expiration or earlier
termination of the Lease Term, Tenant shall surrender the Premises, and Tenant's
Equipment Area, in the same order and condition in which they were on the Lease
Commencement Date, ordinary wear and tear and unavoidable damage by the elements
excepted. Except as otherwise provided in Article 18, all injury, breakage and
damage to the Premises and to any other part of the Building or the Land caused
by any act or omission of Tenant or of any invitee, agent, employee, subtenant,
assignee, contractor, client, family member, licensee, customer or guest of
Tenant (collectively, "Invitees"), including any act or omission in connection
with the installation and/or removal of any of Tenant's furniture, fixtures and
equipment, shall be repaired by and at Tenant's expense, except that Landlord
shall have the right at Landlord's option to make any such repair and to charge
Tenant for all costs and expenses incurred in connection therewith.

         8.2 Landlord shall keep and maintain in good order and repair the
base-building structure and systems, including the root exterior walls,
elevators, electrical, plumbing and common area HVAC systems (which excludes
such elevator, electrical, plumbing and HVAC systems to the extent same are
located within or exclusively service the Tenant's Premises or the premises of
other tenants only, in which event same shall be governed by Section 8.1 above),
and the ground floor lobby and other common areas and facilities of the
Building.


                                    ARTICLE 9
                   INITIAL TENANT IMPROVEMENTS AND ALTERATIONS

         9.1 The original improvement of the Premises, and Tenant's Equipment
Area by Tenant shall be accomplished in accordance with EXHIBIT D. Landlord is
under no obligation to make, or to permit Tenant or Tenant's contractors to
make, any structural or other alterations, decorations, additions, improvements




                                       7


or other changes (collectively "Alterations") in or to the Premises and Tenant's
Equipment Area except as set forth in Exhibit D or otherwise expressly provided
in this Lease. Prior to the commencement by Tenant of the construction of any
original improvements, Tenant shall obtain and deliver to Landlord written,
unconditional waivers of mechanics' and materialmen's liens against the Complex
from all proposed contractors, subcontractors, laborers and suppliers in
connection with such original improvements, in form and content reasonably
satisfactory to Landlord.

         9.2 Tenant shall not make or permit anyone for whom Tenant is
responsible to make any Alterations in or to the Premises, Tenant's Equipment
Area or the Building, without Landlord's prior written consent. The criteria for
such consent shall be determined by the nature of the Alteration and whether
same shall have an impact upon the structural integrity of the Building or a
Building system of general use, or shall have an impact on a tenant other than
the Tenant, in which event, the consent or approval of the Landlord may be
granted, conditioned or withheld in the sole and absolute discretion of the
Landlord. If the two impacts described in the preceding sentence are NOT
factors, in the reasonable judgment of Landlord, then the consent or approval of
the Landlord to an Alteration shall not be unreasonably withheld, conditioned or
delayed. My authorized and approved Alteration made by Tenant shall be made: (a)
in a good, workmanlike, first-class and prompt manner; (b) using new materials
only; (c) by an experienced, reputable contractor, approved in advance by the
Landlord in its reasonable discretion or expressly identified on the Rider, and
constructed in accordance with plans and specifications approved in writing by
Landlord; (d) in accordance with all applicable legal requirements and
requirements of any insurance company insuring the Building or portion thereof,
(e) after having obtained any required consent of the holder of any Mortgage (as
defined in Section 22.1); (f) after Tenant has obtained public liability and
worker's compensation insurance policies approved in writing by Landlord; and
(g) after Tenant has obtained and delivered to Landlord written, unconditional
waivers of mechanics' and materialmen's liens against the Premises and the
Building from all proposed contractors, subcontractors, laborers and material
suppliers for all work and materials in connection with such Alteration. Any
such Alteration shall be performed in a manner consistent with the Building
Rules and Regulations as same may be promulgated from time-to-time by the
Landlord.

         9.3 In the event of an approved Alteration after the initial build-out
of Tenant's Premises, Tenant agrees that Tenant shall reimburse Landlord for its
actual costs of plan review, construction monitoring and oversight by Landlord.
Said reimbursement shall be due within thirty (30) days of Tenant's receipt of
Landlord's statement therefore, and shall be considered Additional Rent.

         9.4 If, notwithstanding the foregoing, any mechanic's or materialman's
lien (or a petition to establish such lien) is filed in connection with any
Alteration, then such lien (or petition) shall be discharged by Tenant at
Tenant's expense within twenty (20) days thereafter by the payment thereof or
the filing of a bond in a form acceptable to Landlord. If Tenant shall fail to
discharge any such mechanic's or materialman's lien, Landlord may, at its
option, discharge such lien and treat the cost thereof (including attorneys'
fees incurred in connection therewith) as additional rent payable with the next
monthly installment of Base Rent falling due; it being expressly agreed that
such discharge by Landlord shall not be deemed to waive or release the default
of Tenant in not discharging such lien. If Landlord gives its consent to the
making of any Alteration, then such consent shall not be deemed to constitute
Landlord's consent to subject its interest in the Premises, the Building or the
Land to any mechanic's or materialman's lien which may be filed in connection
therewith.

         9.5 Consent to an Alteration shall not constitute consent or
authorization by the Landlord to the placement of financing by the Tenant
relating to the Alterations that purports to create any security interest in the
Building or that purports to subordinate this Lease to any such financing, and
any such effort or agreement by Tenant shall constitute an Event of Default.

         9.6 Tenant acknowledges and agrees that, during the construction of
initial improvements, any subsequent Alterations and thereafter dining the
operation of the Building, Landlord has authority to coordinate access to
loading areas, freight elevators, the roof, shafts, space and other areas of the
Building, and that Landlord has authority to adopt reasonable rules and
regulations pertaining to same, and to approve such Tenant access. Tenant will
also cause its Contractor(s) to coordinate their use of and access to the
foregoing with Landlord's Base Building Contractor, which will have authority to
approve such access; during construction.





                                       8



                                   ARTICLE 10
                                      SIGNS

         10.1 Landlord will list Tenant's name in the common area Building
directory, if any, and provide Building standard signage on one suite entry door
at Tenant's expense. No other sign, advertisement or notice referring to Tenant
shall be painted, affixed or otherwise displayed on any part of the exterior or
interior of the Building; provided, however, that Tenant may install signs in
the interior of the Premises that are not visible from the exterior of the
Premises. Tenant shall not display any decoration, fitting or other item visible
from tie exterior of the Premises without Landlord's prior approval. If any sign
or item visible from the exterior of the Premises is displayed without
Landlord's approval, then Landlord shall have the tight to remove such item at
Tenant's expense or to require Tenant to do the same.

         10.2 To the extent that Tenant wishes to erect an exterior sign, it may
do so only with the prior written consent of the Landlord, which consent may be
granted, conditioned or withheld in the sole and absolute discretion of
Landlord. If approved, Landlord will establish an annual fee for the value of
such signage rights and Tenant shall also pay the cost of erection of such
signage and such erection shall be treated as an Alteration. Tenant must submit
plans of such signage for review of size, location, color, lighting, weight,
method of attachment and other relevant structural and aesthetic considerations.
Any such approved sign shall be further subject to the relevant requirements of
the City and County for zoning and other legal compliance. This signage right is
non-exclusive, although Tenant shall be entitled to use up to twenty percent
(20%) of the amount of building signage permitted by Landlord and allowed by
applicable building and zoning codes, rules and regulations.


                                   ARTICLE 11
                               TENANT'S EQUIPMENT

         11.1 Tenant may, from time to time during the Term or any extension
hereof, install, maintain, replace, repair, expand, construct and operate in or
upon the Premises and Tenant's Equipment Area and remove therefrom such trade
fixtures and equipment as it may deem necessary or appropriate to its business
operations; provided, any &mage which may be caused to the Premises by the
installation or removal of any of Tenant's trade fixtures or equipment shall be
repaired by Tenant at its expense forthwith. Landlord may impose reasonable
rules and regulations concerning the location, weight and timing and method of
installation of trade fixtures or equipment, whether installed in the Premises
or in Tenant' s Equipment Area.

         11.2 Tenant covenants and agrees that, if directed by the Landlord at
its sole discretion, Tenant shall remove, at Tenant's sole risk and expense, all
fixtures and improvements to the Premises and to the Tenant's Equipment Area
upon the expiration of the Lease Term. If so requested by the Landlord, Tenant
shall restore the Premises and Tenant's Equipment Area to their original
condition, normal wear and tear, and approved structural changes excepted.
Tenant shall also exercise extraordinary care in removing such fixtures and
improvements so as to eliminate damage to the Building, the premises and
property of other tenants and the inconvenience to the operation of the Building
and its tenants.


                                   ARTICLE 12
                                SECURITY DEPOSIT

[Intentionally Deleted]


                                   ARTICLE 13
                              ACCESS AND INSPECTION

         13.1 Tenant shall permit Landlord and its designees to enter the
Premises, without charge therefore and without diminution of the rent payable by
Tenant, to inspect the Premises, to make such alterations and repairs as
Landlord may deem necessary, or to exhibit the Premises to prospective tenants
during the last two hundred seventy (270) days of the Lease Term. Tenant shall
at all times during its occupancy of the Premises provide Landlord duplicates of
the keys to the doors and other points of entry to the Premises. In connection
with any such entry, Landlord shall make reasonable efforts to minimize the
disruption to Tenant's use of the Premises and shall conform to Tenant's




                                       9


reasonable security requirements. Except in an emergency, Landlord shall give
Tenant reasonable prior notice (which shall be in writing, except in an
emergency) of any entry into the Premises pursuant to this Section.


                                   ARTICLE 14
                                    INSURANCE

         14.1 Tenant will not conduct or permit to be conducted any activity, or
place any equipment in or about the Premises or the Building, which will, in any
way, invalidate the insurance coverage in effect or increase the cost of
insurance on or for the Building; and if any invalidation of coverage or
increase in the cost of insurance is stated by any insurance company or by the
applicable Insurance Rating Bureau to be due to any activity or equipment of
Tenant in or about the Premises or the Building, such statement shall be
conclusive evidence that same is due to such activity or equipment and, as a
result thereof, Tenant shall be liable for same and shall reimburse Landlord
therefore upon demand and any such sum shall be considered Additional Rent
payable with the monthly installment of Rent next becoming due.

         14.2 Tenant, at Tenant's expense, shall carry and keep in full force
and effect at all times during the Lease Term for the protection of Tenant,
Landlord and any other persons designated by Landlord pursuant to Section 14.4
hereof commercial general liability insurance including contractual liability
coverage with a combined single limit of at least Three Million Dollars
($3,000,000.00) for each occurrence of bodily or personal injury, death or
property damage and Tenant shall deliver to Landlord a copy of said policy or,
at Landlord's option, a binder or certificate showing the same to be in full
force and effect. It is understood and agreed that liability coverage provided
for hereunder shall extend beyond the Premises to portions of the common area of
the Building used from time to time by Tenant, its agents, employees,
contractors, invitees, licensees, customers, clients, family members and guests,
and, further, shall include contractual liability coverage insuring the
INDEMNITY provisions of this Lease. Notwithstanding the foregoing, during the
construction of the initial improvements, Tenant shall carry such policy with
coverage limitations of at least Five Million Dollars ($5,000,000.00).

         14.3 Tenant, at Tenant's expense, shall further carry a policy of "all
risk" insurance covering all of Tenant's personal property and improvements in
the Premises for not less than the full insurable cost and replacement cost of
such personal property and improvements without reduction for depreciation. All
proceeds of such insurance shall be used solely to restore, repair or replace
the Tenant's personal property and improvements.

         14.4 Said commercial general liability and "all risk" insurance
policies and any other insurance policies carried by Tenant with respect to the
Premises and/or any common areas accessible to Tenant shall (i) be issued in
form acceptable to Landlord by good and solvent insurance companies qualified to
do business in the jurisdiction in which the Building is located and otherwise
reasonably satisfactory to Landlord, (ii) designate as additional named
insureds, besides Tenant as named insured, Landlord, Landlord's managing agent,
Landlord's lender(s) as may exist from time to time, and any other person from
time to tine designated in writing by notice from Landlord to Tenant, (iii) be
written as primary policy coverage and not contributing with or in excess of any
coverage which Landlord may carry, (iv) provide for thirty (30) days prior
written notice to Landlord of any cancellation or other expiration or material
modification of such policy or any defaults thereunder, and (v) contain an
express waiver of any right of subrogation by the insurance company against
Landlord. Neither the issuance of any insurance policy required hereunder nor
the minimum limits specified herein with respect to Tenant's insurance coverage
shall be deemed to limit or restrict in any way Tenant's liability arising under
or out of this Lease.

         14.5 Tenant shall obtain such additional amounts of insurance and
additional types of coverage as Landlord may reasonably request from time to
time. If Tenant fails to comply with any of the insurance requirements of this
Lease, Landlord may obtain such insurance and keep the same in effect, and
Tenant shall pay Landlord as Additional Rent THE premium cost thereof with the
next installment of Rent otherwise due.

         14.6 Notwithstanding anything to the contrary contained hi this Lease,
Landlord and Tenant and all parties claiming under them, to the extent covered
by insurance (or to the extent such party would have been covered by insurance
had such party maintained the insurance required by the terms hereof to be
maintained by such party), each hereby waives any and all rights of recovery,
claim, action and liability against the other, its agents, officers or employees




                                       10


for any loss or damage that may occur to the Building and Premises, or any
improvements thereto, and any personal property owned by them therein, by reason
of fire, the elements or any other cause(s) which could be covered by "all risk"
property insurance, regardless of cause or origin, including negligence of the
other party hereto.


                                   ARTICLE 15
                             SERVICES AND UTILITIES

         15.1 Landlord shall provide the following services and utilities in a
manner consistent with the standards for quality followed in comparable
facilities in the jurisdiction in which the Building is located:

                           (i) Electrical service to operate the common areas of
          the Building, and electrical capacity to a point of connection at the
          Building in accordance with the provisions of Exhibit C.

                           (ii) HVAC for the common areas of the Building during
          normal hours of operation of the Building as set forth in Section 15.3
          below.

                           (iii) Hot and cold water for drinking, lavatory and
          toilet purposes at those points of supply provided for nonexclusive
          general use of other tenants at the Building, and supplies for such
          lavatory and toilet purposes.

                           (iv) Operatorless passenger elevator service 24 hours
          per days, 365 days per year, and freight elevator service (subject to
          scheduling by Landlord) in common with Landlord and other tenants and
          their contractors, agents and visitors; provided, however, that
          Landlord shall have the right to remove elevators from service as they
          are required for moving freight or for servicing and/or maintaining
          the elevators and/or the Building.

                           (v) Access to the Premises and the Building 24 hours
          per day, 365 days a year, subject to reasonable security regulations
          (such as providing identification to Building security personnel)
          imposed by Landlord.

                           (vi) Replacement of all Building standard lighting
         tubes and bulbs, if any, located in common areas.

         15.2 Landlord agrees to operate and maintain the Building in accordance
with the standards for quality followed by other comparable facilities in the
jurisdiction in which the Building is located and to provide building security
personnel, equipment, procedures and systems in the Building similar to other
such comparable facilities. Landlord reserves the fight to interrupt, curtail or
suspend the services required to be furnished by Landlord under this Article 15
when the necessity therefore arises by reason of accident, emergency, mechanical
breakdown, or when required by any Law, or for any other cause beyond the
reasonable control of Landlord. Landlord shall use reasonable efforts to
complete all repairs or other work so that Tenant's inconvenience resulting
therefrom may be for as short a period of time as circumstances will permit.

         15.3 Landlord will furnish all services and utilities required by this
Lease only during the normal hours of operation of the Building, unless
otherwise specified herein, in a manner consistent with industry standards for
comparable buildings in the jurisdiction in which the Building is located. The
normal hours of operation of the Building are twenty four (24) hours a day,
seven days a week. It is understood and agreed that Landlord shall not be liable
for failure to furnish, or for delay, suspension or reduction in furnishing, any
of the utilities, services or other manner of thing required to be furnished by
Landlord hereunder, if such failure to furnish or delay, suspension or reduction
in furnishing same is caused by breakdown, maintenance, repairs, strikes,
scarcity of labor or materials, acts of God, Landlord's compliance with
governmental regulation or legislation or judicial or administrative orders or
from any other cause whatsoever; provided, however, that Landlord shall, in the
event of a breakdown, use reasonable diligence to repair all equipment owned by
Landlord and all building standard equipment furnished by Landlord which is
required to provide such utilities and services.





                                       11


         15.4 Landlord agrees to provide and maintain an electronically
controlled access system for the common areas of the Building during the Lease
Term ("Electronic Access System"); shall have a manned entrance to the Building,
operated twenty four (24) hours a day, three hundred sixty five (365) days a
year ("Manned Entrance"); provided, however, that no representation or warranty
with respect to the adequacy, completeness or integrity of the Electronic Access
System or the Manned Entrance is made by Landlord, and except for losses
attributable to Landlord's gross negligence the risk that any such system or
entrance may not be effective, or may malfunction, or be circumvented by a
criminal, La assumed by Tenant with respect to Tenant's property and interest,
and Tenant shall obtain insurance coverage to the extent Tenant desires
protection against such criminal acts and other losses. The Electronic Access
System shall provide access control at all entrances to the building. Landlord
reserves the right to modify, supplement or revise the access system at any time
in its sole judgment. Said access system is not intended to serve as security
for the Premises or otherwise for individual tenant-occupied spaces or suites.

         15.5 Tenant shall have the right to provide and maintain a security
system within the Premises in accordance with plans and specifications approved
by the Landlord in accordance with the Tenant Work approval process or, in the
event that such system is installed after completion of the Tenant Work, in
accordance with the approval of Alterations under Article 9 above.


                                   ARTICLE 16
                              LIABILITY OF LANDLORD

         16.1 Landlord, its employees and agents shall not be liable to Tenant,
any Invitee or any other person or entity for any damage (including indirect and
consequential damage), injury, loss or claim (including claims for the
interruption of or loss to business) based on or arising out of any cause
whatsoever (except as otherwise provided in this Section), including without
limitation the following: repair to any portion of the Premises or the Building;
interruption in the use of the Premises or any equipment therein; any accident
or damage resulting from any use or operation (by Landlord, Tenant or any other
person or entity) of elevators or heating, cooling, electrical, sewerage or
plumbing equipment or apparatus; termination of this Lease by reason of. damage
to the Premises or the Building; fire, robbery, theft, vandalism, mysterious
disappearance or any other casualty; actions of any other tenant of the Building
or of any other person or entity; failure or inability of Landlord to furnish
any utility or service specified in this Lease; and leakage in any part of the
Premises or the Building, or from water, rain, ice or snow that may leak into,
or flow from, any part of the Premises or the Building, or from drains, pipes or
plumbing fixtures in the Premises or the Building. Any property stored or placed
by Tenant or Invitees in or about the Premises or the Building shall be at the
sole risk of Tenant, and Landlord shall not in any manner be held responsible
therefore. If any employee of Landlord receives any package or article delivered
for Tenant, then such employee shall be acting as Tenant's agent for such
purpose and not as Landlord's agent. For purposes of this Article, the term
"Building" shall be deemed to include the Land. Notwithstanding the foregoing
provisions of this Section, Landlord shall not be released from liability, if
any, to Tenant for any damage caused by Landlord's willful misconduct or gross
negligence, to the extent such damage is not covered by insurance carried by
Tenant or required to be carried by Tenant.

         16.2 Tenant shall indemnify and hold Landlord, its employees and agents
harmless from and against all costs, damages, claims, liabilities and expenses
(including attorneys' fees) suffered by or claimed against Landlord, directly or
indirectly, based on or arising out of (a) Tenant's use and occupancy of the
Premises or the business conducted by Tenant therein, (b) any act or omission of
Tenant or any Invitee, (c) any breach of Tenant's obligations under this Lease,
including failure to surrender the Premises upon the expiration or earlier
termination of the Term, or (d) any entry by Tenant or any invitee upon the Land
prior to the Lease Commencement Date.

         16.3 If any landlord hereunder transfers the Building or such
landlord's interest therein, then such landlord shall not be liable for any
obligation or liability based on or arising out of any event or condition
occurring on or after the date of such transfer. Within fifteen (15) days after
any such transferee's request, Tenant shall attorn to such transferee and
execute, acknowledge and deliver any requisite or appropriate document submitted
to Tenant confirming such attornment.





                                       12


         16.4 Tenant shall not have the right to offset or deduct the amount
allegedly owed to Tenant pursuant to any claim against Landlord from any rent or
other sum payable to Landlord. Tenants sole remedy for recovering upon such
claim shall be to institute an independent action against Landlord.

         16.5 Notwithstanding anything to the contrary contained herein, if
Tenant or any Invitee is awarded a money judgment against Landlord, then
recourse for satisfaction of such judgment shall be limited to execution against
Landlord's estate and interest in the Building. No other asset of Landlord, any
member or partner of Landlord or any other person or entity shall be available
to satisfy, or be subject to, such judgment, nor shall any such member, partner,
person or entity be held to have personal liability for satisfaction of any
claim or judgment against Landlord or any member or partner of Landlord.

         16.6 Notwithstanding anything to the contrary contained in this Lease,
if any provision of this Lease expressly or impliedly obligates Landlord not to
unreasonably withhold its consent or approval, an action for declaratory
judgment or specific performance will be Tenant's sole right and remedy in any
dispute as to whether Landlord has breached such obligation.

         16.7 Landlord shall not be liable in any manner to Tenant, its agents,
employees, invitees or visitors for any injury or damage to Tenant, Tenants
agents, employees, invitees or visitors, or their property, caused by the
criminal or intentional misconduct of third parties or of Tenant, Tenant's
employees, agents, invitees or visitors. All claims against Landlord for any
such damage or injury are hereby expressly waived by Tenant, and Tenant hereby
agrees to hold harmless and indemnify Landlord from all such damages and the
expense of defending all claims made by Tenant's employees, agents, invitees, or
visitors arising out of such acts.


                                   ARTICLE 17
                                      RULES

         17.1 Tenant and its Invitees shall at all times abide by and observe
the rules set forth in EXHIBIT E. Tenant and its Invitees shall also abide by
and observe any other rule that Landlord may reasonably promulgate from
time-to-time for the operation and maintenance of the Building, provided that
notice thereof is given and such rule is not inconsistent with the provisions of
this Lease. Except for Landlord's obligation to enforce the rules in a
non-discriminatory manner, nothing contained in this Lease shall be construed as
imposing upon Landlord any duty to enforce such rules or any condition or
covenant contained in any other lease against any other tenant, and Landlord
shall not be liable to Tenant for the violation of such rules or regulations by
any other tenant or its invitees.


                                   ARTICLE 18
                              DAMAGE OR DESTRUCTION

         18.1 If the Premises or the Building are totally or partially damaged
or destroyed, thereby rendering the Premises totally or partially inaccessible
or unusable, then Landlord shall diligently repair and restore the Premises and
the Building to substantially the same condition they were in prior to such
damage or destruction; provided, however, that if in Landlord's reasonable
judgment such repair and restoration cannot be completed within one hundred
eighty (180) days after the adjustment of the loss in connection with such
damage or destruction, then Landlord shall have the right, at its sole option,
to terminate this Lease by giving written notice of termination within
forty-five (45) days after the occurrence of such. damage or destruction.

         18.2 If Landlord determines, in its reasonable judgment, that the
repairs and restoration cannot be substantially completed within one hundred
eighty (130) days after the date of adjustment of the loss in connection with
such damage or destruction, Landlord shall promptly notify Tenant of such
determination. For a period of thirty (30) days after receipt of such
determination, Tenant shall have the right to terminate this Lease by providing
written notice to Landlord. If Tenant does not elect to terminate this Lease
within such thirty (30) day period, and provided that Landlord has not elected
to terminate this Lease, Landlord shall proceed to repair and restore the
Premises and the Building. Notwithstanding the foregoing, Tenant shall not have
the right to terminate this Lease if the act or omission of Tenant or any of its
invitees shall have caused the damage or destruction.





                                       13


         18.3 If this Lease is terminated pursuant to Section 18.1 or 18.2
above, then all rent shall be apportioned (based on the portion of the Premises
which is usable after such damage or destruction) and paid to the date of
termination. If this Lease is not terminated as a result of such damage or
destruction, then until such repair and restoration of the Premises are
substantially complete, Tenant shall be required to pay the Base Rent and
additional rent only for the portion of the Premises that is usable while such
repair and restoration are being made. Landlord shall bear the expenses of
repairing and restoring the Premises and the Building; provided, however, that
Landlord shall not be required to repair or restore any Alteration previously
made by Tenant or any of Tenant's trade fixtures, furnishings, equipment or
personal property; and provided further that if such damage or destruction was
caused by the act or omission of Tenant or any Invitee, then Tenant shall pay
the amount by which such expenses exceed the insurance proceeds, if any,
actually received by Landlord on account of such damage or destruction.

         18.4 Notwithstanding anything herein to the contrary, Landlord shall
not be obligated to restore the Premises or the Building and shall have the
right to terminate this Lease if (a) the holder of any Mortgage fails or refuses
to make insurance proceeds available for such repair and restoration, (ii)
zoning or other applicable laws or regulations do not permit such repair and.
restoration, or (c) the cost of repairing and restoring the Building would
exceed fifty percent (50%) of the replacement value of the Building, whether or
not the Premises are damaged or destroyed, provided the leases of all other
tenants in the Building are similarly terminated.

         18.5 Notwithstanding the foregoing Sections of this Article 18,
Landlord shall not be obligated to restore the Tenant Work which was a part of
the work required to be performed under EXHIBIT D attached hereto. Rather, the
restoration of such Tenant Work shall be the sole expense and responsibility of
Tenant.


                                   ARTICLE 19
                                  CONDEMNATION

         19.1 If one-third or more of the Premises or occupancy thereof shall be
permanently taken or condemned by any governmental or quasi-governmental
authority for any public or quasi-public use or purpose or sold under threat of
such a taking or condemnation (collectively, "condemned'), then this Lease shall
terminate on the date title thereto vests in such authority and rent shall be
apportioned as of such date. If less than one-third of the Premises or occupancy
thereof is condemned, then this Lease shall continue in force and effect as to
the part of the Premises not condemned, except that as of the date title vests
in such authority Tenant shall not be required to pay the Base Rent and
additional rent with respect to the part of the Premises condemned.

         19.2 All awards, damages and other compensation paid by such authority
on account of such condemnation shall belong to Landlord, and Tenant assigns to
Landlord all rights to such awards, damages and compensation. Tenant shall not
make any claim against Landlord or the authority for any portion of such award,
damages or compensation attributable to damage to the Premises, value of the
unexpired portion of the Lease Term, loss of profits or goodwill, leasehold
improvements or severance damages. Nothing contained herein, however, shall
prevent Tenant from pursuing a separate claim against the authority for the
value of furnishings and trade fixtures installed in the Premises at Tenant's
expense and for relocation expenses, provided that such claim shall in no way
diminish the award, damages or compensation payable to or recoverable by
Landlord in connection with such condemnation.


                                   ARTICLE 20
                                     DEFAULT

         20.1 Each of the following shall constitute an Event of Default: (a)
Tenant's failure to make any payment of the Base Rent, Additional Rent or other
sum on or before such payments due date, provided that, on up to two (2)
occasions in any twelve (12) month period, there shall exist no Event of Default
unless Tenant shall have been given written notice of such failure and shall not
have made the payment within five (5) days following the giving of such notice;
(b) Tenant's violation or failure to perform or observe any other covenant or
condition within twenty (20) days after notice thereof from Landlord; (c)
Tenant's vacation or abandonment of the Premises; (d) an Event of Bankruptcy as
specified in Article 21 with respect to Tenant, any general partner or member or
managing member of Tenant (a "General Partner") or any Guarantor; or (e)
Tenant's dissolution or liquidation. 11 prior to the commencement of the Lease
Term, Tenant notifies Landlord of or otherwise unequivocally demonstrates an
intention to repudiate this Lease, Landlord may, at its option, consider such




                                       14


anticipatory repudiation an Event of Default. In addition to any other remedies
available to it hereunder or at law or in equity, Landlord may retain all rent
paid upon execution of the Lease and the security deposit, if any, to be applied
to damages of Landlord incurred as a result of such repudiation, including
without limitation attorneys' fees, brokerage fees, costs of reletting, and loss
of rent. Tenant shall pay in full for all tenant improvements constructed or
installed within the demised premises to the date of the breach, and for
materials ordered at its request for the Premises.
         20.2 If there shall be an Event of Default, including an Event of
Default prior to the Rent Commencement Date, then Landlord shall have the right,
at its stole option, to terminate this Lease. In addition, with or without
terminating this Lease, Landlord may re-enter, terminate Tenant's right of
possession and take possession of the Premises. The provisions of this Article
shall operate as a notice to quit, any other notice to quit or of Landlord's
intention to re-enter the Premises being hereby expressly waived. If necessary,
Landlord may proceed to recover possession of the Premises under and by virtue
of the laws of the jurisdiction in which the Building is located, or by such
other proceedings, including re-entry and possession, as may be applicable. If
Landlord elects to terminate this Lease and/or elects to terminate Tenant's
right of possession, then everything contained in this Lease to be done and
performed by Landlord shall cease, without prejudice, however, to Landlord's
right to recover from Tenant all rent and other sums accrued through the later
of termination or Landlord's recovery of possession. Whether or not this Lease
and/or Tenant's right of possession is terminated, Landlord may, but shall not
be obligated to, relet the Premises or any part thereof alone or together with
other premises, for such rent and upon such terms and conditions (which may
include concessions or free rent and alterations of the Premises) as Landlord,
in its sole discretion, may determine, but Landlord shall not be liable for, nor
shall Tenant's obligations be diminished by reason of, Landlord's failure to
relet the Premises or collect any rent due upon such reletting. Whether or not
this Lease is terminated, Tenant nevertheless shall remain liable for any Base
Rent, Additional Rent or damages which may be due or sustained prior to such
default, all costs, fees and expenses (including without limitation reasonable
attorneys' fees, brokerage fees and expenses incurred in placing the Premises in
first-class rentable condition) incurred by Landlord in pursuit of its remedies
and in renting the Premises to others from time to time. Tenant shall also be
liable for additional damages which at Landlord's election shall be either:

                  (a) an amount equal to the Base Rent and Additional Rent which
         would have become due during the remainder of the Lease Term, less the
         amount of rental, if any, which Landlord receives during such period
         from others to whom the Premises may be rented (other than any
         additional rent payable as a result of any failure of such other person
         to perform any of its obligations), which damages shall be computed and
         payable in monthly installments, in advance, on the first day of each
         calendar month following Tenant's default and continuing until the date
         on which the Lease Term would have expired but for Tenant's default.
         Separate suits may be brought to collect any such damages for any
         month(s), and such suits shall not in any manner prejudice Landlord's
         right to collect any such damages for any subsequent month(s), or
         Landlord may defer any such suit until after the expiration of the
         Lease Term, n which event the cause of action shall be deemed not to
         have accrued until the expiration of the Lease Term; or

                  (b) an amount equal to the present value (as of the date of
         the termination of this Lease) of the difference between (i) the Base
         Rent and Additional Rent which would have become due during the
         remainder of the Lease Term, aid (ii) the fair market rental value of
         the Premises for the same period, which damages shall be payable to
         Landlord in one lump sum on demand. For purpose of this Section,
         present value shall be computed by discounting at a rate equal to one
         (I) whole percentage point above the discount rate then in effect at
         the Federal Reserve Bank of New York (or, if such rate is not
         reasonably available, such substitute rate as Landlord reasonably shall
         select).

         Tenant waives any right of redemption, re-entry or restoration of the
operation of this Lease under any present or future law, including any such
right which Tenant would otherwise have if Tenant shall be dispossessed for any
cause.

         20.3 Landlord's rights and remedies set forth in this Lease are
cumulative and in addition to Landlord's other rights and remedies at law or in
equity, including those available as a result of any anticipatory breach of this
Lease. Landlord's exercise of any such right or remedy shall not prevent the




                                       15


concurrent or subsequent exercise of any other right or remedy. Landlord's delay
or failure to exercise or enforce any of Landlord's rights or remedies or
Tenant's obligations shall not constitute a waiver of any such rights, remedies
or obligations. Landlord shall not be deemed to have waived any default unless
such waiver expressly is set forth in an instrument signed by Landlord. If
Landlord waives in writing any default, then such waiver shall not be construed
as a waiver of any covenant or condition set forth in this Lease except as to
the specific circumstances described in such written waiver. Neither Tenant's
payment of a lesser amount than the sum due hereunder nor Tenant's endorsement
or statement on any check or letter accompanying such payment shall be deemed an
accord and satisfaction, and Landlord may accept the same without prejudice to
Landlord's right to recover the balance of such sum or to pursue any other
remedy available to Landlord. Landlord's re-entry and acceptance of keys shall
not be considered an acceptance of a surrender of this Lease.

         20.4 If more than one natural person and/or entity shall execute this
Lease as Tenant, then the liability of each such person or entity shall be joint
and several. Similarly, if Tenant is a general partnership or other entity the
partners or members of which are subject to personal liability, then the
liability of each such partner or member shall be joint and several.

         20.5 If Tenant fails to make any payment to any third party or to do
any act herein required to be made or done by Tenant, then Landlord may, but
shall not be required to, make such payment or do such act. Landlord's taking
such action shall not be considered a cure of such failure by Tenant or prevent
Landlord from pursuing any remedy to which it is otherwise entitled in
connection with such failure. If Landlord elects to make such payment or do such
act, then all expenses incurred, plus interest thereon at a rate per annum (the
"Default Rate") which is five (5) whole percentage points higher than the prime
rate published from time to time in the Money Rates section of The Wall Street
Journal (or, if such rate is not reasonably available, such substitute rate as
Landlord reasonably shall select), from the date incurred to the date of payment
thereof by Tenant, shall constitute additional rent.

         20.6 If Tenant fails to make any payment of the Base Rent, Additional
Rent or any other sum payable to Landlord within five (5) days after the date
such payment is due and payable, then Tenant shall pay a late charge of five
percent (5%) of the amount of such payment. In addition, such payment and such
late fee shall bear interest at the Default Rate from the date such payment was
due to the date of payment thereof.


                                   ARTICLE 21
                                   BANKRUPTCY

         21.1 The following shall be Events of Bankruptcy under this Lease: (a)
Tenant's, a Guarantor's, a General Partner's, or a Managing Member's becoming
insolvent, as that term is defined in Title 11 of the United States Code (the
"Bankruptcy Code"), or under the insolvency laws of any state (the "Insolvency
Laws"); (b) appointment of a receiver or custodian for any property of Tenant, a
Guarantor, a General Partner or a Managing Member, or the institution of a
foreclosure or attachment action upon any property of Tenant, a Guarantor, a
General Partner; or a Managing Member (c) filing of a voluntary petition by
Tenant, a Guarantor, a General Partner or a Managing Member under the provisions
of the Bankruptcy Code or Insolvency Laws; (d) filing of an involuntary petition
against Tenant, a Guarantor, a General Partner or a Managing Member as the
subject debtor under the Bankruptcy Code or Insolvency Laws, which either (i) is
not dismissed within thirty (30) days of filing, or (ii) results in the issuance
of an order for relief against the debtor; or (e) Tenant's, a Guarantor's, a
General Partners or a Managing Member's making or consenting to an assignment
for the benefit of creditors or a composition of creditors.

         21.2 (a) Upon occurrence of an Event of Bankruptcy, Landlord shall have
all rights and remedies available pursuant to Article 20; provided, however,
that while a case in which Tenant is the subject debtor under the Bankruptcy
Code is pending, Landlord shall not exercise its rights and remedies pursuant to
Article 20 so long as (i) the Bankruptcy Code prohibits the exercise of such
rights and remedies, and (ii) Tenant or its trustee in Bankruptcy ("Trustee") is
in compliance with the provisions of Section 21.2(b).

                  (b) If Tenant becomes the subject debtor in a ease pending
         under the Bankruptcy Code, then Landlord's right to terminate this
         Lease pursuant to Section 21.2(a) shall be subject, to the extent




                                       16


         required by the Bankruptcy Code, to any rights of Trustee to assume or
         assign this Lease pursuant to the Bankruptcy Code. Trustee shall not
         have the right to assume or assign this Lease unless Trustee promptly
         (1) cures all defaults under this Lease, (2) compensates Landlord for
         monetary damages incurred as a result of such defaults, (3) provides
         adequate assurance of future performance on the part of Tenant as
         debtor in possession or of the assignee of Tenant, and (4) complies
         with all other requirements of the Bankruptcy Code. This Lease may be
         terminated in accordance with Section 21.2(a) if the foregoing criteria
         for assumption or assignment are not met, or if Tenant, Trustee or such
         assignee defaults under this Lease after such assumption or assignment.
         Adequate assurance of future performance, as used in this Section
         21.2(b), shall mean that all of the following minimum criteria must be
         met: (A) Tenant's gross receipts in the ordinary course of business
         during the thirty (20) day period immediately preceding the initiation
         of the case under the Bankruptcy Code must be greater than two (2)
         times the next monthly installment of the Base Rent and additional
         rent; (B) both the average and median of Tenant's monthly gross
         receipts in the ordinary course of business during the six (6) month
         period immediately preceding the initiation of the case under the
         Bankruptcy Code must be greater than two (2) times the next monthly
         installment of the Base Rent and additional rent; (C) Tenant must pay
         its estimated pro rata share of the cost of all services performed or
         provided by Landlord (whether directly or through agents or contractors
         and whether or not previously included as part of the Base Rent) in
         advance of the performance or provision of such services; (D) Trustee
         must agree that Tenant's business shall be conducted in a first-class
         manner, and that no liquidating sale, auction or other non-first-class
         business operation shall be conducted in the Premises; (E) Trustee must
         agree that the use of the Premises as stated in this Lease shall remain
         unchanged and that no prohibited use shall be permitted; (F) `Trustee
         must agree that the assumption or assignment of this Lease shall not
         violate or affect the rights of other tenants in the Building; (G)
         Trustee must pay to Landlord at the time the next monthly installment
         of the Base Rent is due, in addition to such installment, an amount
         equal to the monthly installments of the Base Rent and additional rent
         due for the next six (6) months thereafter, such amount to be held as a
         security deposit; and (H) all assurances of future performance
         specified in the Bankruptcy Code must be provided.


                                   ARTICLE 22
                                  SUBORDINATION

         22.1 This Lease is subject and subordinate to the lien, previsions,
operation and effect of all mortgages, deeds of trust, ground leases or other
security instruments which may now or hereafter encumber the Building or the
Land (collectively "Mortgages"), to all funds and indebtedness intended to be
secured thereby, and to all renewals, extensions, modifications, recastings or
refinancings thereof The holder of any Mortgage to which this Lease is
subordinate shall have the right (subject to any required approval of the
holders of any superior Mortgage) at any time to declare this Lease to be
superior to the lien, provisions, operation and effect of such Mortgage and
Tenant shall execute, acknowledge and deliver all documents required by such
holder in confirmation thereof.

         22.2 In confirmation of the foregoing subordination, Tenant shall at
Landlord's request, but in no event later than five (5) business days following
a request therefore, execute and deliver any requisite or appropriate document.
Tenant waives the provisions of any statute or rule of law now or hereafter in
effect which may give or purport to give Tenant any right to terminate or
otherwise adversely affect this Lease or Tenant's obligations in the event any
such foreclosure proceeding is prosecuted or completed or in the event the Land,
the Building or Landlord's interest therein is sold at a foreclosure sale or by
deed Li lieu of foreclosure. If this Lease is not extinguished upon such sale or
by the purchaser following such sale, then, at the request of such purchaser,
Tenant shall attorn to such purchaser and shall recognize such purchaser as the
landlord under this Lease. Upon such attornment such purchaser shall not be (a)
bound by any payment of the Base Rent or additional rent more than one (1) month
in advance, (b) bound by any amendment of this Lease made without the consent of
the holder of each Mortgage existing as of the date of such amendment, (c)
liable for damages for any breach, act or omission of any prior landlord, or (d)
subject to any offsets or defenses which Tenant might have against any prior
landlord; provided, however, that after succeeding to Landlord's interest, such




                                       17


purchaser shall perform in accordance with the terms of this Lease all
obligations of Landlord arising after the date such purchaser acquires title to
the Building. Within fifteen (15) days after the request of such purchaser,
Tenant shall execute, acknowledge and deliver any requisite or appropriate
document submitted to Tenant confirming such attornment.

         22.3 (a) After Tenant receives notice from any person, firm or other
entity that it holds a Mortgage on the Building or the Land, no notice from
Tenant to Landlord alleging any default by Landlord shall be effective unless
and until a copy of the same is given to such holder, provided that Tenant shall
have been furnished with the name and address of such holder. Any such holder
shall have thirty (30) days after its receipt of notice from Tenant of a default
by Landlord under this Lease to cure such default before Tenant may exercise any
remedy hereunder. The curing of any of Landlord's defaults by such holder shall
be treated as performance by Landlord.

                  (b) In the event that any lender providing construction,
         interim or permanent financing or any refinancing for the Building
         requires, as a condition of such financing, that modifications to this
         Lease be obtained, and provided that such modifications (i) are
         reasonable; (ii) do not adversely affect in a material manner Tenant's
         use of the Premises as herein permitted; and (iii) do not increase the
         rent and other sums to be paid by Tenant hereunder, Landlord may submit
         to Tenant a written amendment to this Lease incorporating such required
         changes, and Tenant hereby covenants and agrees to execute, acknowledge
         and deliver such amendment to Landlord within fifteen (15) days of
         Tenant's receipt thereof.


                                   ARTICLE 23
                                  HOLDING OVER

         23.1 If Tenant does not immediately surrender the Premises upon the
expiration or earlier termination of the Lease Term, then Tenant shall become a
tenant by the month and the rent shall be increased to equal the greater of (a)
fair market rent for the Premises, or (b) double the Base Rent, additional rent
and other sums that would have been payable pursuant to the provisions of this
Lease if the Lease Term had continued during such holdover period. Such rent
shall be computed on a monthly basis and shall be payable on the first day of
such holdover period and the first day of each calendar month thereafter during
such holdover period until the Premises have been vacated. Landlord's acceptance
of such rent shall not constitute consent by Landlord to tenant's holdover
possession and shall not in any manner adversely affect Landlords other rights
and remedies, including Landlord's right to evict Tenant and to recover damages.


                                   ARTICLE 24
                              COVENANTS OF LANDLORD

         24.1 Landlord covenants that it has the right to enter into this tease
and that if Tenant shall perform timely all of its obligations hereunder, then
subject to the provisions of thus Lease Tenant shall during the Lease Tern
peaceably and quietly occupy aid enjoy the fill possession of the Premises
without hindrance by Landlord or any party claiming through or under Landlord.

         24.2 Landlord reserves the following rights: (a) to change the street
address and name of the Building; (b) to change the arrangement and location of
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
or other public parts of the Building; (c) to erect, use and maintain pipes and
conduits in and through the Premises; and (d) to grant to anyone the exclusive
right to conduct any particular business in the Building act inconsistent with
Tenant's permitted use of the Premises. Landlord shall also have the right to
construct a building on the property owned by Landlord adjacent to the Building
and to install connections and/or passageway's linking the Building to such
neighboring building. Landlord may exercise any or all of the foregoing rights
without being deemed to be guilty of an eviction, actual or constructive, or a
disturbance of Tenant's business or use or occupancy of the Premises. In
addition, Landlord reserves for itself the exclusive use of all portions of the
roof of the Building, except those portions of the roof specifically designated
Tenant's Equipment Area.


                                   ARTICLE 25
                                     PARKING

         25.1 During the Lease Term, Tenant shall have the right to use the
parking spaces as described in the Rider. Tenant shall not sell, assign or
permit anyone other than Tenant's personnel to use any of the aforesaid parking
spaces, except in conjunction with a permitted assignment of this Lease or a




                                       18


permitted sublease of the Premises. Tenant and its personnel shall comply with
all reasonable rules and regulations promulgated by Landlord or Landlord's
parking area manager for the orderly functioning of the Building's parking
areas.


                                   ARTICLE 26
                               GENERAL PROVISIONS

         26.1 Tenant acknowledges that neither Landlord nor any broker, agent or
employee of Landlord has made any representations or promises with respect to
:he Premises or the Building except as herein expressly set forth, and no right,
privilege, easement or license is being acquired by Tenant except as herein
expressly set forth.

         26.2 Nothing contained in this Lease shall be construed as creating a
partnership or joint venture between Landlord and Tenant or to create any other
relationship other than that of landlord and tenant.

         26.3 Landlord and Tenant each warrant to the other that in connection
with this Lease neither has employed or dealt with any broker, agent or finder,
other than the Broker(s) identified in the Rider. Landlord acknowledges that it
shall pay any commission or fee due to the Broker(s), pursuant to the terms of
the Rider or, if existent, a separate written agreement. Tenant shall indemnify
and hold Landlord harmless from and against any claim for brokerage or other
commissions asserted by any broker, agent or finder employed by Tenant or with
whom Tenant has dealt, other than the Broker(s).

         26.4 (a) At any time and from time to time upon not less than fifteen
(15) days prior written notice, Tenant and each subtenant or assignee of Tenant
or occupant of the Premises shall execute, acknowledge and deliver to Landlord
and/or any other person or entity designated by Landlord, an estoppel
certificate: (a) certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that this Lease is in full force
and effect as modified and stating the modifications); (b) stating the dates to
which the rent and any other charges have been paid; (c) stating whether or not,
to the best knowledge of Tenant, Landlord is in default in the performance of
any obligation of Landlord contained in this Lease, and if so, specifying the
nature of such default; (d) stating the address to which notices are to be sent;
(e) subject to the terms of the Subordination, Non-Disturbance and Attornment
Agreement, confirming that this Lease is subject and subordinate to all
Mortgages encumbering the Building or the Land; and (1) certifying to such other
matters as Landlord may reasonably request. Any such statement may be relied
upon by any owner of the Building or the Land, any prospective purchaser of the
Building or the Land, or any holder or prospective holder of a Mortgage. Tenant
acknowledges that time is of the essence to the delivery of such statements and
that Tenant's delay, failure or refusal to deliver such statements may cause
substantial damages resulting from, for example, delays in obtaining financing
secured by the Building. Tenant shall be liable for all such damages. Upon
request, but not more frequently than annually, Tenant agrees to furnish
Landlord with current financial statements for Tenant and any Guarantor.

                  (b) In the event of a Permitted Assignment, if required by the
         approved assignee, and if the facts support the statements contained
         therein, Landlord will deliver a statement to assignee in form
         satisfactory to Landlord, that Tenant is not, as of the date of the
         assignment, in default under this Lease.

         26.5 Landlord, Tenant all Guarantors and all General Partners or
Managing Members of Tenant, if any, waive trial by jury in any action,
proceeding, claim or counterclaim brought in connection with any matter arising
out of or in any way connected with this Lease, the landlord-tenant
relationship, Tenant's use or occupancy of the Premises or any claim of injury
or damage. Tenant consents to service of process and any pleading relating to
any such action at the location identified in Section 21 of the Rider. Landlord,
Tenant, all Guarantors and all General Partners or Managing Members waive any
objection to the venue of any action filed in any court situated in the
jurisdiction in which the Building is located and waive any right under the
doctrine of forum NON CONVENIENS or otherwise, to transfer any such action filed
in any such court to any other court.

         26.6 All notices or other required communications hereunder shall be in
writing and shall be deemed duly given when delivered in person (with receipt
therefore), or when sent by Express Mail or overnight courier service (provided
a receipt will be obtained) or by certified or registered mail, return receipt
requested, postage prepaid, to the following addresses: (i) if to Landlord, care




                                       19


of T-Rex Property Management Services do Terremark Management Services, Inc.,
2601 South Bayshore Drive, Ninth Floor, Coconut Grove, Florida 33133, with a
copy to L. Mark Winston, Esquire, Preminger & Glazer, 5301 Wisconsin Avenue
N.W., Suite 740, Washington, D.C., 20015; (ii) if to Tenant, at the Tenant
Address for Notices identified in paragraph 21 of the Rider. Either party may
change its address for the giving of notices by notice given in accordance with
this Section. If Landlord or the holier of any Mortgage notifies Tenant that a
copy of each notice to Landlord shall be sent to such holder at a specified
address, then Tenant shall send (in the manner specified in this Section and it
the same time such notice is sent to Landlord) a copy of each such notice to
such holder, and no such notice shall be considered duly sent unless such copy
is so sent to such holder.

         26.7 Each provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law. If any provision of this Lease or the
application thereof to any person or circumstance shall to any extent be invalid
or unenforceable, then such provision shall be deemed to be replaced by the
valid and enforceable provision most substantively similar to such invalid or
unenforceable provision, and the remainder of this Lease and the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable shall not be affected thereby.

         26.8 Feminine, masculine or neuter pronouns shall be substituted for
those of another form, and the plural or singular shall be substituted for the
other number, in any place in which the context may require such substitution.

         26.9 The provisions of this Lease shall be binding upon and inure to
the benefit of the parties and each of their respective representatives,
successors and assigns, subject to the provisions herein restricting assignment
or subletting.

         26.10 This Lease contains the entire agreement of the parties hereto
and supersedes all prior agreements, negotiations, letters of intent, proposals,
representations, warranties, understandings and discussions between the parties
hereto. Any representation, inducement, warranty, understanding or agreement
that is not contained in this Lease shall be of no force or effect. This Lease
may be modified or changed in any manner only by an instrument duly signed by
both parties.

         26.11 This Lease shall be governed by and construed in accordance with
the laws of the jurisdiction in which the Building is located.

         26.12 Article and section headings are used for convenience and shall
not be considered when construing this Lease.

         26.13 The submission of an unsigned copy of this document to Tenant
shall not constitute an offer or option to lease the Premises. This Lease shall
become effective and binding only upon execution and delivery by both Landlord
and Tenant.

         26.14    Time is of the essence of each provision of this Lease.

         26.15 This Lease may be executed in multiple counterparts, each of
which shall be deemed an original and all of which together constitute one and
the same document.

         26.16 This Lease shall not be recorded. Landlord and Tenant agree to
execute, in recordable form, a short-form memorandum of this Lease, provided
that such memorandum shall not contain any of the specific rental terms set
forth herein. Such memorandum may be recorded in the land records of the
jurisdiction in which the Building is located at Tenant's cost.

         26.17 Except as otherwise provided in this Lease, any Additional Rent
or other sum owed by Tenant to Landlord, and any cost, expense, damage or
liability incurred by Landlord for which Tenant is liable, shall be considered
Additional Rent payable pursuant to this Lease and paid by Tenant no later than
ten (10) days after the date Landlord notifies Tenant of the amount thereof.

         26.18 Tenant's liabilities existing as of the expiration or earlier
termination of the Lease Term shall survive such expiration or earlier
termination. Similarly, Landlord's obligation to refund to Tenant the excess, if
any, of the amount of Tenant's estimated payments on account of increases in




                                       20


Operating Charges and Real Estate Taxes for the last calendar year falling
wholly or partly within the Lease Term over Tenant's actual liability therefore
shall survive the expiration or earlier termination of the Lease Term.

         26.19 If Landlord is in any way delayed or prevented from performing
any of its obligations under this Lease due to fire, act of God, governmental
act or failure to act, strike, labor dispute, inability to procure materials or
any other cause beyond Landlord's reasonable control (whether similar or
dissimilar to the foregoing events), then the time for performance of such
obligation shall be excused for the period of such delay or prevention and
extended for a period equal to the period of such delay or prevention. If Tenant
is in any way delayed or prevented from performing any of its non-monetary
obligations under this Lease due to fire, acto of God, governmental act or
failure to act, strike, labor dispute, inability to procure materials or any
other cause beyond Landlord's reasonable control (whether similar or dissimilar
to the foregoing events), then the time for performance of such obligation shall
be excused for the period of such delay or prevention and extended for a period
equal to the period of such delay or prevention; provided, that such extension
of the period of performance shall not excuse Tenant from any monetary
obligation, including, but not limited to, the payment of Base rent or
Additional Rent.

         26.20 The person executing and delivering this Lease on Tenant's behalf
warrants that such person is duly authorized to so act. Simultaneously with the
execution of this Lease, Tenant shall deliver to Landlord certified copies of
any corporate resolution or partnership consent necessary to evidence the due
execution of this Lease on Tenants behalf.

         26.21 This Lease includes and incorporates the Rider and all Exhibits
attached hereto.

         26.22 This Lease shall, for purposes of applicable law, be deemed a
deed of lease executed under seal.

         26.23 In the event that it is necessary for either party to resort to
judicial relief to enforce or vindicate their rights under this Lease, then the
substantially prevailing party shall be entitled, in addition to any other
relief or remedy to which said party shall be entitled, to an award of
reasonable attorney's fees and costs of litigation.


                          [signature on following page]




                                       21



         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, under
seal, as of the day and year first above written.


WITNESS:                LANDLORD:
                        Technology Center of the Americas, LLC
                        a Delaware limited liability company
[ILLEGIBLE]
- -------------------

[ILLEGIBLE]             By:      /s/ MICHAEL KATZ
- -------------------        --------------------------------------------------
                        Name:    MICHAEL KATZ
                             ------------------------------------------------
                        Title:   VICE PRESIDENT OF TELECOM ROUTING  EXCHANGE
                              -----------------------------------------------
                        DEVELOPERS, INC., ITS MANAGER
                        -----------------------------


WITNESS/ATTEST:         TENANT:
                        NAP o the Americas, Inc.,
                        a Florida corporation
[ILLEGIBLE]
- -------------------

[ILLEGIBLE]             By:      /s/ BRAIN GOODKIND
- -------------------        --------------------------------------------------
                        Name:    BRIAN GOODKIND
                             ------------------------------------------------
                        Title:   SENIOR VICE PRESIDENT
                              -----------------------------------------------





                                       22





                                    EXHIBIT A
                                  THE BUILDING

Lots 1 through 20, inclusive, in Block 38 North, City of Miami, according to the
Plat thereof recorded in Plat Book B, at page 41, of the Public Records of
Miami-Dade County, Florida.

[diagram of the building]





                                       23



                                   EXHIBIT A-1
                                  PARKING AREAS


[diagram of the parking areas]





                                       24



                                   EXHIBIT B-1
                                  THE PREMISES




[diagram of the premises]




                                       25



                                    EXHIBIT C
                        WORK AGREEMENT - LANDLORD'S WORK

         This Exhibit is attached to and made a part of that certain Lease
Agreement dated the ____ day of ____________, 2000 (the "Lease"), by and between
Technology Center of the Americas LLC, a Delaware limited liability company
("Landlord") and NAP of the Americas, Inc., a Florida corporation ("Tenant").

         1. Landlord shall construct the Building on the Property in accordance
with the Plans and Specifications that will be developed by Landlord. The word
"Property" shall mean and include the Building and the land on which Building is
constructed. The Building will be constructed of a precast concrete exterior,
hung on steel reinforced poured concrete slabs, set on 36" by 28" concrete
beams, connecting to 30" square columns, with 30' by 40' column spacing. The
Building will be constructed according to Category F-2 Industrial Standard for
Florida and the Category 5 Storm Code for FEMA State of Emergency. The
structural components of the Building mechanical and electrical systems and
equipment that serve the Premises (but which do not comprise Tenant Work,
Ancillary Equipment, or Alterations by Tenant), shall be in compliance with all
applicable building laws, codes and municipal ordinances. Landlord will
construct the Building on the Property free of impermissible Hazardous Materials
and in compliance with Environmental Laws. Landlord will design and construct
the entranceway and access to the Building and to the Premises as reasonably
required so that they shall be in compliance with the requirements of the
Americans With Disabilities Act as it applies to Tenant's proposed use.

         2. LANDLORD'S WORK. The following is the work to be performed by
Landlord at Landlord's sole expense, and at no additional charge to Tenant,
unless its pro rata share of Tenant's Equipment Area is exceeded (and bracketed
notes in each item provide reference to the related items on Exhibit D
pertaining to Tenant's Work:

                  2.1      ELECTRICAL SERVICE. Pursuant to the Master
                           Utilization Plan being prepared for the Property,
                           Florida Power & Light Company ("FP&L") shall
                           construct two (2) underground 13.2 volt electrical
                           feeds from two (2) separate substations to two (2)
                           FP&L vaults adjacent to the Building. There will be
                           one vault on each of the east and west sides of the
                           Building. From each vault, Landlord will extend the
                           13.2 volt power to main switch gear on the first
                           floor of the Building. Further, Landlord will install
                           conduit and electrical cable within vertical risers
                           from the switch gear to the roof of the Building, as
                           well as to a power panel on each floor. Such power
                           shall be inactive until Tenant connects such
                           electrical cable to its own switch gear and
                           transformers at Tenant's responsibility and expense.
                           Tenant shall provide transformer and switchgear
                           protection to stepdown the 13.2 volt power to 480
                           volts and to distribute said power throughout its
                           Premises. Tenant shall be provided its pro rata share
                           of available permanent power as follows: 10,000 amps
                           of permanent power is to be operational in October of
                           2001; and, thereafter, 90,000 amps of permanent power
                           will be provided in phases or increments of 10000
                           amps each over the succeeding nine (9) month period.
                           Tenant shall obtain and pay for its entire supply of
                           electrical power directly from the public utility,
                           with such service to include direct metering and
                           billing of utilization. Landlord shall identify the
                           point of connection within the electrical
                           distribution system in accordance with the Master
                           Plan of Utilization for the Building. Tenant also
                           shall be responsible for obtaining and paying for any
                           equipment (e.g., network transformers, network
                           protectors, step-down transformers, etc.) necessary
                           to satisfy its own or a public utility's requirements
                           for the requested service.

                  2.2      UTILITIES DURING CONSTRUCTION. Landlord will provide
                           temporary power to an FP&L vault by the Delivery
                           Date. The temporary power will consist of 2000 amps
                           of 480 volt power per floor. Additionally, Landlord
                           will provide water and sewer service during Tenant's
                           construction of the Premises. The cost of temporary
                           utilities shall be borne by Tenant.




                                       26




                  2.3      ROOF. Landlord will install a roof consisting of
                           concrete over insulation, over membrane, over
                           concrete and will be built to withstand a Category 5
                           Hurricane and to bear the loads of Tenant's Equipment
                           Areas as approved by Landlord.

                  2.4      RISER OR CHASEWAY SPACE. Landlord will build riser
                           space from the ground level to the roof of the
                           Building in accordance with the plans and
                           specifications and Landlord's Master Utilization
                           Plan, and Tenant may use its pro rata allocation of
                           such riser space. Specifically, there will be eight
                           (8) risers for fiber conduit; eight (8) risers for
                           wet or dry cooling pipes; eight (8) electrical shafts
                           for power, power controls and back-up power
                           connections; four (4) risers for domestic water and
                           condensation drains; and, two (2) risers for common
                           exhaust, with eleven (11) exhaust lines in each
                           riser. [See Section 2D of Exhibit D.]

                  2.5      CONTROLLED ACCESS. Landlord will install central
                           access monitoring by audio and visual card access at
                           Building entrances, service areas and parking
                           facilities. Such system will monitor all access
                           points, fire safety system and fuel containment
                           areas. [See Section 2H of Exhibit D.]

                  2.6      STANDPIPE. Landlord will provide standpipe access to
                           the Premises for Tenant's tie-in with sufficient
                           pressure, based on Tenant's approved plans, for
                           Tenant's anticipated fire suppression system and
                           equipment. Landlord will stub out six stand pipes to
                           each floor in each of the six stair towers in the
                           Building.

                  2.7      FUEL VAULTS AND TANKS. Landlord will build two (2)
                           main fuel vaults on the ground level. Each vault will
                           contain three (3) fuel pods (or sub-vaults). Each
                           sub-vault shall contain two (2), 15,000 gallon tanks.
                           These fuels tanks are designed to provide fuel
                           storage to the Tenant's primary fuel supply at each
                           generator location. Landlord will provide fuel pumps
                           in each sub-vault and will monitor connections of all
                           fuel tanks so as to be able to determine actual
                           tenant consumption of such fuel from these fuel
                           tanks.

                  2.8      GENERATOR LOCATION. Landlord will build two (2)
                           generator vaults per floor, each of which are sized
                           for two (2), two (2) Meg gensets with 1,500 gallon
                           belly tanks each, including containment and flush
                           stations for each vault. All columns and floors in
                           every corner of the Building and the roof are
                           designed to carry loads for gensets and tanks,
                           subject to Landlord approval, which shall not be
                           unreasonably withheld or delayed. [See Section 2B of
                           Exhibit D.]

                  2.9      FIBER CONDUITS. Landlord will install two (2) duct
                           banks at the ground on opposite sides of the
                           Building, each with the capacity to receive fiber
                           from two (2) compass directions and each with
                           thirty-six (36), four (4) inch conduits from the
                           vault through fiber risers to connections on each
                           floor. A total of one hundred forty four (144), four
                           (4) inch conduits will beo available for primary and
                           redundant connection to the Building and for pro rata
                           tenant utilization. [See Section 2D of Exhibit D.]

                  2.10     GROUNDING INSTALLATION. Landlord will build two (2)
                           grounding rooms per floor for the use of grounding
                           tenants' telecommunications equipment (DC power), as
                           well as of grounding the Building (AC power).
                           Landlord will install a screen wall on the roof to
                           screen Tenant Equipment Areas and to withstand
                           Category 5 Hurricanes. This screenwall shall be
                           available to Tenant for the purpose of attaching GPS
                           antennas. See, also, Section 2(C) of Exhibit D to
                           this Lease. [See Section 2C of Exhibit D.]

                  2.11     LIGHTENING PROTECTION. Landlord will install a copper
                           ring on the roof and in the ground around the
                           Building for lightening protection.




                                       27


                  2.12     FLOOR LOADS. Landlord will construct all floors of
                           the Building at a base live load capacity of 180
                           pounds per square foot ("PPSF"). Additionally, corner
                           bays of each floor supporting generator vaults and
                           columns will be constructed at a live load capacity
                           of 250 PPSF. All columns will be constructed at a
                           live load capacity of 350 PPSF.

                  2.13     LOUVERS. Landlord will install full-sized louvers on
                           exteriors of each generator vault on each floor for
                           fresh air intake.

                  2.14     WINDOWS. The Building will be constructed without
                           exterior windows.

                  2.15     PARKING. Landlord will build a one level structured
                           parking facility on the ground level of the Building
                           to provide a 127 space parking capacity, including
                           handicapped spaces.

                  2.16     BUILDING ELEVATION. Telecommunications space will be
                           constructed at an elevation two (2) feet above the
                           highest flood level projected by FEMA for a Category
                           5 Hurricane. The site is located in category "X"
                           within Miami, Dade County (out of the 500 year flood
                           plain).

                  2.17     ELEVATORS. Landlord will install one freight elevator
                           sized at 10' by 10' by 14', with a 12,000 pound
                           freight capacity, which will operate between the
                           ground floor and the roof (inclusive). Additionally,
                           Building will contain two (2), 3,500 pound capacity
                           passenger elevators. Passenger elevators will be used
                           as freight or service elevators during the base
                           building construction and, thereafter, in Landlord's
                           discretion.

                  2.18     LOADING DOCK. Landlord will install a three (3) dock
                           platform. Each dock will have a load leveler
                           providing up to 20,000 pounds of capacity.

                  2.19     CHILLED WATER CAPACITY. Landlord has been advised by
                           FP&L that FP&L will make available chilled water
                           plant capacity to Building. Landlord will stub
                           connections to in the heat exchange room on each
                           floor. FP&L has advised Landlord that FP&L will
                           provide 7,000 tons of capacity in the aggregate for
                           permanent or back-up cooling for the Building.

                  2.20     BATHROOMS. Landlord will build one (1) men's room and
                           one (1) women's room per floor, which will include
                           two (2) toilets per bath room. Bath rooms will meet
                           ADA requirements. Additionally, Landlord will build
                           six (6) "unisex" bathrooms per floor located at each
                           stair tower, with one (1) toilet per unisex bath
                           room. [See Section 2K of Exhibit D.]

         3. Notwithstanding anything to the contrary in the Lease, Landlord
hereby warrants to Tenant that (a) the Building, and (b) the Premises, to the
extent constructed by Landlord or Landlord's contractor, and to the extent
designed by Landlord or Landlord's designer, shall be constructed and designed
in a good and workmanlike manner and in full compliance with all governmental
regulations, ordinances, and laws existing at the time of the issuance of the
building permits therefore ("Applicable Laws"), and, to the extent designed and
constructed by Landlord shall be suitable for the permitted uses provided in the
Lease.




                                       28



                                    EXHIBIT D
                         WORK AGREEMENT - TENANT'S WORK

         1.       GENERAL CONSIDERATIONS.

                  a) Tenant acknowledges that all improvements to the Premises
and related installations desired by Tenant shall be made strictly in accordance
with the terms of this Lease and at Tenant's sole cost and expense. All of
Tenant's Work shall be in compliance with an F-2 construction type within the
meaning of and in accordance with the currently effective South Florida Building
Code. Landlord's only obligation with respect to the improvement of the Premises
is set forth and listed in the Rider, the Lease and Exhibit C above. All of
Tenant's Work, and the installation of any of Tenant's Equipment, shall be in
compliance with all applicable laws, codes and regulations of any federal, state
and local government or agency having jurisdiction thereof.

                  b) All improvements desired to be performed by Tenant, and
approved by Landlord in accordance with the terms of this Lease, are hereinafter
referred to as "Tenant's Work". All such improvements shall be installed by
Tenant at its sole risk and expense. Tenant's contractor must coordinate all of
its work with the Landlord's designated base building contractor or construction
manager ("CM") and shall work in cooperation with said CM (subject to the
reasonable rules and regulations imposed by the CM) so as to coordinate the use
of and access to the Property and Building common areas, the loading facilities,
freight elevators, risers, etc. throughout the development and alteration of the
Property, Building and the Premises.

                  c) Notwithstanding anything to the contrary in the Rider and
the Lease, Tenant shall submit all plans and specifications for construction of
improvements and installation of equipment and materials, and for any riser or
chaseway space, to the Landlord and CM for review, comments and approval in
conformity with the Rider and Lease. Given the extraordinary complexity of the
inter-relationship between the needs of the various tenants of the Complex, and
Landlord's wish to accommodate the needs of all tenants to the extent reasonably
possible as they relate to the initial construction and alteration of their
respective premises, and as it relates to affording each of them utility
capacity and access to Tenant's Equipment Areas, Tenant has a duty to consult
with Landlord and CM and to afford them adequate opportunity to coordinate work
and installations so as to ensure that no conflict arises between or among
tenants.

         2. TENANT'S REQUIREMENTS AND EQUIPMENT. In connection with Tenant's
build-out of its initial improvements within the Premises and Tenant's intended
use of its Premises, Landlord hereby grants Tenant the following rights with
respect to the following technical requirements and installations of equipment
(collectively, "Tenant's Equipment") pursuant and subject to the terms of this
Lease, including but not limited to the conditions set forth in this Exhibit D;
provided, however, that in each case (i) Tenant shall be responsible for
installing, maintaining and repairing Tenant's Equipment and for restoring the
Premises, the Building and the Property, as applicable, upon installation or
removal. At Landlord's option, Tenant must restore to normal condition and must
remove all lines within conduits, risers and chaseways at Tenant's expense, as
applicable, at Tenant's sole cost and expense; (ii) the Tenant's Equipment shall
be located in the designated portion of Tenant's Equipment Area as approved by
Landlord; (iii) the Tenant's Equipment shall be installed, maintained and
repaired by qualified engineers, contractors and technicians and shall at all
times comply with all applicable laws; and (iv) there shall be no additional
rent or charge imposed on Tenant as a result of any Tenant's Equipment, except
to the extent that said installation now or in the future occupies more than the
allocated portion of the Tenant's Equipment Area within the meaning of the
Lease. All of the Tenant's Equipment shall be and remain the property of Tenant
and shall be for Tenant's exclusive use. Landlord acknowledges that all of
Tenant's Equipment is integral to Tenant's business operations and that Tenant
would not be entering into this Lease in the absence of these provisions.
Subject to the reasonable regulation thereof by Landlord, Tenant shall have
access to those portions of the Building and Property containing the Tenant's
Equipment 24 hours per day/7 days a week. Subject to the Landlord's prior review
and approval of tenant's plans and specifications in accordance with this Lease:

                  A. HVAC/MECHANICAL. Landlord hereby grants to Tenant the right
to install, operate, maintain, repair and replace Tenant's HVAC system with
related chillers, wiring, piping, conduits, vents and equipment. Such equipment




                                       29


(collectively the "Cooling Equipment") will beo located on the roof of the
Building in the designated Tenant's Equipment Area thereon, installed to the
reasonable design standard of Landlord.

                  B. GENERATORS. Tenant shall be permitted to install, operate,
maintain, repair and replace, with like-kind equipment, four (4), 2000 kw/480
volt diesel generators to be located in the generator vault location described
in Section 2.8 of Exhibit C above and in Tenant's Equipment Area inside of the
Building in a location designated by Landlord, as shown in Exhibit B-2, together
with related wiring, piping, conduits, vents and equipment, including eight
4-inch conduits, the location of which is also to be approved by Landlord. In
connection with such generator, Tenant shall also have the right to place up to
a 1,500 gallon fuel storage tank in the base of each generator in a belly tank
configuration, in accordance with all local rules, laws and regulations. Tenant
shall have the right to test the generator once per week at a time agreed to by
Landlord in its reasonable discretion. Generator shall be equipped with
silencers and attenuator systems, sufficient to maintain sound levels at or
below a rating of 65 dba measured within thirty (30) feet of each generator.

                  C. GROUNDING INSTALLATION. As noted on Exhibit C above,
Landlord shall build, install, operate, maintain, repair and replace the
grounding installation for the Building and Property. Tenant acknowledges that
the construction of this system shall be a cost that will be passed through to
the tenants based on their respective Proportionate Share. The cost of
operating, maintaining, repairing, upgrading and replacing the installation
shall be considered an Operating Charge and shall also be passed through to the
tenants based on their respective Proportionate Share. Subject to Landlord's
review and approval of the plans and specifications thereof to ensure, among
other things, the integration of same into the Building and Property grounding
system, Tenant shall have the right to install, operate, maintain, repair and
replace a system within the Premises for the proper grounding of the
telecommunications equipment which shall connect same to the Building and
Property grounding system in a manner approved by Landlord, with such approval
not to be unreasonably withheld or delayed. Tenant will connect to the
lightening protection system in a manner approved by landlord in Landlord's
reasonable discretion, and at the sole cost of Tenant.

                  D. CONDUIT/ACCESS/RISER SPACE. Tenant shall submit its
specifications of all equipment and the size, number and type of conduits for
any and all connections from its Premises to Tenant's Equipment Areas in the
Building to Landlord for its review and approval, which shall not be
unreasonably withheld or delayed. All such plans, specifications and
installations shall comply with Landlord's Master Utilization Plan and conform
to the requirements of installations made in Sections 2.4 and 2.9 of Exhibit C
above.

                  E. LIFE SAFETY. Tenant may install a fire suppression system
(or similar system that may be appropriate) independent of the Building systems.
Tenant shall also have the right to modify any sprinkler systems to a dry pipe,
double pre-action system. Any such modification shall be in strict compliance
with all codes and after approval by Landlord and coordination with CM. The cost
of any such modification shall be borne by Tenant. The monitoring aspects of
fire suppression and security systems are also subject to the prior review and
approval of Landlord's insurance carrier, which approval shall not be
unreasonably withheld or delayed. The installation of any life safety system or
equipment within the Premises shall be performed in a manner that enables it to
be appropriately integrated into the life safety system for the Building and
Property, and such integration shall be subject to Landlord's approval. Tenant
shall provide audio and visual fire safety within the Premises at its expense
that is compatible with and connected to Landlord's fire safety system for the
Building and Property, and Tenant shall be obligated to notify Landlord in event
of emergency.

                  F. ANTENNA: Tenant may install, at its sole cost and expense,
a supporting antenna. Any installation shall be subject to Landlord's approval
of the size, design, location, height, installation and appearance, such
approval to not be unreasonably withheld or delayed.

                  G. REPLACEMENT. Subject to Landlord's prior review and
approval, which shall not be unreasonably withheld or delayed, Tenant shall have
the right to replace any or all of its equipment, including generators,
batteries, GPS systems, HVAC, etc., with like kind equipment, at any time during
the term of the Lease. Tenant shall promptly repair any damage to the Building
or the Property caused by such replacement at Tenant's sole risk and expense.





                                       30


                  H. SECURITY. Subject to Section 2.5 of Exhibit C above, and
upon Landlord's review and approval, Tenant shall have the right to install a
specialized "card-key" security system, palm readers, retinal scanners, and
video telephones to govern access to the Premises or certain portions thereof as
designated by Tenant. Landlord agrees that Tenant shall have the right to
install such a system at Tenant's sole cost and expense.

                  I. FUEL CONNECTIONS. Tenant is required to install at its
expense all fuel lines from the header on its floor in the fuel riser to its
fuel pump, then to its generator.

                  J. DEMISING WALLS. Tenant is required to install at its
expense fire- rated demising walls at a fire rating for all common area
corridors as required by code, and subject to the prior review and approval of
Landlord, which shall not be unreasonably withheld or delayed.

                  K. BATHROOMS. Tenant may install additional bathrooms at its
expense upon Landlord's review and approval.

                  L. FIBER. Tenant is required to install at its expense all
fiber lines and conduits from Landlord's main fiber duct banks on the ground
level to its Premises and other approved areas or to all Tenant Equipment Areas
as reasonably approved by Landlord.

         3. OTHER MATTERS.

                  A. Subject to the review and approval of plans and
specifications by Landlord, and subject to other applicable provisions of this
Lease, Tenant, at Tenant's expense, may bring fiber optic cables to the Premises
from any existing or future telecommunications provider which has or will have
fiber in the Building, whether located in the Main Point of Entry(s)
("MPOE(s)"), main building telecommunications room(s), or other authorized
locations within the Building.

                  B. Subject to other applicable provisions of this Lease, and
upon the approval of Tenant's plans and specifications by Landlord, Tenant may,
at its sole cost and expense, or at the sole cost and expense of the fiber
provider, bring additional fiber from telecommunications fiber providers,
whether currently serving the Building or not, into the Building to provide
fiber to the Premises. The construction of such additional fiber may include the
removal and replacement of. curbing, pavement, and sidewalks at Tenant's or
fiber provider's expense; provided, that (i) Tenant and its contractors comply
with all applicable laws and regulations and obtain all permits at Tenant's
expense, (ii) any damage or destruction to curbing, pavement, sidewalks and
other portions or elements of the Building or the Property (including the
premises of any other tenant of the Building) shall be forthwith repaired or
replaced, as applicable, at the sole cost of Tenant (and such obligation shall
be considered Additional Rent); and (iii) the work to be performed is
coordinated with Landlord's CM, and the identity of any contractor or
subcontractor performing work, and any security by such contractor(s) is
approved in advance in writing by Landlord. Tenant and Tenant's contractor shall
also comply in all respects with Article 9 of the Standard Provisions of the
Lease.

         4. FLOOR LOADS: Tenant may not exceed permitted floor loads without the
prior written approval of Landlord, which approval may be granted, conditioned
or denied in the sole and absolute discretion of Landlord.

         5. LOADING DOCKS, FREIGHT ELEVATOR USE DURING CONSTRUCTION: Tenant
shall coordinate its construction activities and deliveries with Landlord's CM
so as to ensure that its use and scheduling of freight elevators and other
facilities is compatible with Landlord's reasonable requirements and those of
other tenants. Landlord shall review and respond to Tenant requests for review
of plans and specifications of structural matters within thirty (30) business
days of their submission to Landlord's CM. Landlord shall review and respond to
tenant requests for review of plans and specifications of non-structural matters
within fifteen (15) business days of their submission to Landlord's CM.





                                       31



                                    EXHIBIT E
                              RULES AND REGULATIONS

         This Exhibit is attached to and made a part of that certain Lease
Agreement dated as of the ____ day of October 2000 (the "Lease"), by and between
T-Rex Technology Center of the Americas LLC, a Delaware limited liability
company ("Landlord") and NAP of the Americas. Inc., a Florida corporation
("Tenant").

         The following Rules and Regulations have been formulated for the safety
and well-being of all tenants of the Building and to ensure compliance with all
municipal said other requirements. Strict adherence to these Rules and
Regulations is necessary to guarantee that each and every tenant will enjoy a
safe and unannoyed occupancy in the Building in accordance with the Lease. Any
continuing violation of these Rules and Regulations by Tenant, after notice from
Landlord, shall be deemed to be an Event of Default under the Lease.

         Landlord may, upon request by any tenant, waive the compliance by such
tenant to any of these Rules and Regulations, provided that (i) no waiver shall
be effective unless signed by Landlord or Landlord's authorized agent, (ii) any
such waiver shall not relieve such tenant from the obligation to comply with
such Rule and Regulation in the future unless expressly consented to by
Landlord, (iii) no waiver granted to any tenant shall relieve any other tenant
from the obligation of complying with the Rules and Regulations unless such
other tenant has received a similar waiver in writing from Landlord, and (iv)
any such waiver by Landlord shall not relieve Tenant from any obligation or
liability of Tenant to Landlord pursuant to the Lease for any loss or damage
occasioned as a result of Tenant's failure to comply with any such Rule or
Regulation.

         1.       The sidewalks, entrances, passages, courts, elevators,
                  vestibules, stairways, corridors, halls and other parts of the
                  Building not occupied by any tenant shall not be obstructed or
                  encumbered by any tenant or used for any purpose other than
                  ingress and egress to and from the Premises, and if the
                  Premises are situated on the ground floor of the Building,
                  then Tenant shall, at its own expense, keep the sidewalks and
                  curbs directly in front of the Premises clean and free from
                  ice and snow. Landlord shall have the right to control and
                  operate the public portions of the Building and the facilities
                  furnished for common use of the tenants in such manner as
                  Landlord deems best for the benefit of the tenants generally.
                  No tenant shall permit the visit to the Premises of persons in
                  such numbers or under such conditions as to interfere with the
                  use and enjoyment by other tenants of the entrances,
                  corridors, elevators and other public portions or facilities
                  of the Building.

         2.       No awnings or other projections shall be attached to any wall
                  of the Building without the prior written consent of Landlord.
                  No drapes, blinds, shades or screens shall be attached to or
                  hung in, or used in connection with, any window or door of the
                  Premises, without the prior written consent of Landlord. Such
                  awnings, projections, curtains, blinds, shades, screens or
                  other fixtures must be of a quality, type, design and color,
                  and attached in the manner, approved by Landlord.

         3.       No showcases or other articles shall be put in front of or
                  affixed to any part of the exterior of the Building, nor
                  placed in the halls, corridors or vestibules without the prior
                  written consent of Landlord.

         4.       The water and wash closets and other plumbing fixtures shall
                  not be used for any purposes other than those for which they
                  were constructed, and no sweepings, rubbish, rags, chemicals,
                  paints, cleaning fluids or other substances shall be thrown
                  therein. All damages resulting from any misuse of the fixtures
                  shall be borne by the tenant who, or whose servants,
                  employees, agents, visitors or licensees, shall have caused
                  the same.

         5.       There shall be no marking, painting, drilling into or in any
                  way defacing the Building or any part of the Premises visible
                  from public areas of the Building. Tenant shall not construct,
                  maintain, use or operate within the Premises any electrical
                  device, wiring or apparatus in connection with a loud speaker




                                       32


                  system or other sound system, except as reasonably required
                  for its communication system and approved prior to the
                  installation thereof by Landlord. No such loudspeaker or sound
                  system shall be constructed, maintained, used or operated
                  outside of the Premises.

         6.       No bicycles, vehicles, animals, birds or pets of any kind
                  shall be brought into or kept in or about the Premises, and no
                  cooking (except for hot-plate or microwave cooking by Tenant's
                  employees for their own consumption, the equipment for and
                  location of which are first approved by Landlord) shall be
                  done or permitted by any tenant on the Premises. No tenant
                  shall cause or permit any unusual or objectionable odors to be
                  produced upon or to permeate from the Premises.

         7.       The use of the Premises by each tenant was approved by
                  Landlord prior to execution of the Lease and such use may not
                  be changed from the Permitted Use without the prior approval
                  of Landlord. No space in the Building shall be used for
                  manufacturing of goods for sale in the ordinary course of
                  business, for the storage of merchandise for sale in the
                  ordinary course of business or for the sale at auction of
                  merchandise, goods or property of any kind.

         8.       No tenant shall make any unseemly or disturbing noises or
                  disturb or interfere with occupants of the Building or
                  neighboring buildings or Premises or those having business
                  with them whether by the use of any musical instrument, radio,
                  talking machine, unmusical noise, whistling, singing or in any
                  other way. No tenant shall throw anything out of the doors or
                  windows or down the corridors or stairs.

         9.       No flammable, combustible or explosive fluid, chemical,
                  asbestos or other hazardous substance or any other material
                  harmful to tenants of the Building shall be brought, installed
                  in or kept upon the Premises. No space heaters, fans or
                  individual air conditioning units may be used in the Premises.
                  Any electrical or extension cords deemed to be a fire hazard
                  by Landlord in Landlord's sole discretion shall be removed.

         10.      No additional locks or bolts of any kind shall be placed upon
                  any of the doors or windows by any tenant nor shall any
                  changes be made in existing locks or the mechanism thereof.
                  The doors leading to the corridors or main halls shall be kept
                  closed at all times except as they may be used for ingress or
                  egress. Each tenant shall, upon the termination of its
                  tenancy, restore to the Landlord all keys of stores, offices,
                  storage and toilet rooms either furnished to, or otherwise
                  procured by, such tenant, and in the event of the loss of any
                  keys so furnished, such tenant shall pay to Landlord the cost
                  thereof.





                                       33



                                    EXHIBIT E
                                GUARANTY OF LEASE

         THIS GUARANTY made as of this ___ day of October, Terremark Worldwide,
Inc. ("Guarantor") in favor of Technology Center of the Americas, LLC, a
Delaware limited liability company ("Landlord").

                                 R E C I T A L S

         A.       NAP of the Americas, Inc. ("Tenant") is desirous of entering
                  into that certain lease of even date herewith with Landlord
                  relating to certain premises known as 149,184 square feet of
                  space located on the second floor of the T-Rex Technology
                  Center of the Americas -- Miami, which Lease is herein
                  referred to as the "Lease").

         B.       Guarantor has requested that Landlord enter into the Lease.

         C.       Landlord has declined to enter into the Lease unless Guarantor
                  guarantees the Lease.

         NOW, THEREFORE, to induce Landlord to enter into the Lease, Guarantor
hereby agrees as follows:

         1. UNCONDITIONAL GUARANTY. Guarantor unconditionally guarantees to
Landlord and the successors and assigns of Landlord the full and punctual
payment, performance and observance by Tenant of all of the terms, covenants and
conditions in the Lease to be kept, performed or observed by Tenant. 1f at any
time, Tenant shall default in the performance or observance of any of the terms,
covenants or conditions in the Lease to be kept, performed or observed by
Tenant, including, without limitation, the payment of any rent or other charge,
Guarantor will keep, perform and observe the same, as the case may be, in place
and stead of Tenant. It is understood and agreed that the use of the word
"Lease" herein shall include the Basic Lease Information Rider ("Rider"), all
exhibits, and all schedules attached to the Lease.

         2. WAIVER OF NOTICE; NO RELEASE OF LIABILITY. Any act of Landlord or
the successors or assigns of Landlord consisting of the giving of any consent to
any manner or thing relating to the Lease, or the granting of any indulgences or
extensions of time to Tenant, may be done without any notice to Guarantor and
without releasing or diminishing the obligations of Guarantor hereunder. The
obligations of Guarantor hereunder shall not be released or diminished by
Landlord's receipt, application or release of security given for the performance
and observance of covenants and conditions in the Lease to be performed or
observed by Tenant, or by any modifications of the Lease. The liability of
Guarantor hereunder shall in no way be affected by (a) the release or discharge
of Tenant in any creditors, receivership, bankruptcy or other proceedings, (b)
the impairment, limitation or modification of the liability of Tenant or the
estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's
liability under the Lease resulting from the operation of any present or future
provision of the Federal Bankruptcy Code or other statute or from the decision
in any court; (c) the rejection or disaffirmance of the Lease in any such
proceedings; (d) the assignment or transfer of the Lease by Tenant; (e) any
disability or other defense of Tenant; (f) the cessation from any cause
whatsoever of the liability of Tenant; or (g) the exercise by Landlord of any
rights or remedies reserved to Landlord under the Lese, provided or permitted by
law or by reason of any termination of the Lease.

         3. JOINDER: STATUTE OF LIMITATIONS. Guarantor agrees that it may be
joined in any action against Tenant in connection with the obligations of Tenant
under the Lease as covered by this Guaranty and recovery may be had against
Guarantor in any such action or Landlord may enforce the obligations of
Guarantor hereunder without first taking any action whatsoever against Tenant or
its successors and assigns, or pursue any other remedy or apply any security it
may hold, and Guarantor hereby waives all rights to assert or plead at any time
any statute of limitations as relating to the Lease, the obligations of
Guarantor hereunder and any and all surety or other defenses in the nature
thereof.

         4. LIMITATION OF CLAIMS; SUBORDINATION. Until all of the covenants and
conditions in the Lease on Tenant's part to be performed and observed are fully
performed and observed, Guarantor:




                                       34


                  (a) shall have no right of subrogation against Tenant by
reason of any payments or acts of performance by Guarantor, in compliance with
the obligations of Guarantor hereunder;

                  (b) waives any right to enforce any remedy which Guarantor now
or hereafter shall have against Tenant by reason of any one or more payments or
acts of performance in compliance with the obligations of Guarantor hereunder;
and (c) subordinates any liability or indebtedness of Tenant now or hereafter
held by Guarantor to the obligations of Tenant to Landlord under the Lease.

         5. DE FACTO TENANT. In the event this Guaranty shall be held
ineffective or unenforceable by any court of competent jurisdiction, or in the
event of any limitation of liability of Guarantor herein other than as expressly
provided herein, then Guarantor shall be deemed to be a tenant under the Lease
with the same force and effect as if Guarantor were expressly named as a joint
and several tenant therein with respect to the obligations of Tenant thereunder
hereby guaranteed.

         6. AMENDMENT OR ASSIGNMENT OF LEASE. The provisions of the Lease may be
changed, modified, amended or waived by agreement between Landlord and Tenant at
any time, or by course of conduct, without the consent of and without notice to
Guarantor. This Guaranty shall guarantee the performance of the Lease as so
changed, modified, amended or waived. Any assignment of the Lease (as permitted
by the Lease) shall not affect this Guaranty and if Landlord disposes of its
interest in the Lease, "Landlord", as used in this Guaranty, shall mean
Landlord's successors and assigns.

         7. DEFENSES OF TENANT. Guarantor waives any defense by reason of any
legal or other disability of Tenant and any other party to the Lease, and
further waives any other defense based on the termination of Tenant's liability
for any cause, as well as any presentments, or notices ofo acceptance of this
Guaranty, and further waives all notices of the existence, creation, or
incurring of new or additional obligations.

         8. NO WAIVER BY LANDLORD. No delay on the part of Landlord in
exercising any right hereunder or under the Lease shall operate as a waiver of
such right or of any other right of Landlord under the Lease or hereunder, nor
shall any delay, omission or waiver on any one or more occasions be deemed a bar
to or a waiver of the same or any other right on any other future occasion.

         9. JOINT AND SEVERAL LIABILITY. If there is more than one undersigned
Guarantor, the term "Guarantor", as used herein, shall include all of such
undersigned and each and every provision of this Guaranty shall be binding on
each and every one of the undersigned and they shall be jointly and severally
liable hereunder and Landlord shall have the right to join one or all of them in
any proceeding or to proceed against them in any order.

         10. WHOLE AGREEMENT. This instrument constitutes the entire agreement
between Landlord and Guarantor with respect to the subject matter hereof;
superseding all prior oral or written agreements or understandings with respect
hereto and may not be changed, modified, discharged or terminated orally or in
any manner other than by an agreement in writing signed by Guarantor and
Landlord.

         11. APPLICABLE LAW. This Guaranty shall be governed by and construed in
accordance with the laws of the State in which the Premises are located.

         12. GUARANTOR'S SUCCESSORS. Guarantor's obligations under this Guaranty
shall be binding on the successors, heirs and assigns of Guarantor. Guarantor
shall not be released by any assignment or delegation by it of its obligations
hereunder.

         13. ATTORNEYS' FEES. If Landlord is required to enforce Guarantor's
obligations hereunder by legal proceedings, Guarantor shall pay to Landlord all
costs incurred, including without limitation, reasonable attorneys, fees.

         14. CAPTIONS. The paragraph headings appearing herein are for purposes
of identification and reference only and shall not be used in interpreting this
Guaranty.




                                       35


         15. INTERPRETATION; SEVERABILITY. It is agreed that if any provision of
this Guaranty or the application of any provision to any person or any
circumstance shall be determined to be invalid or unenforceable, such
determination shall not affect any other provisions of this Guaranty or the
application of such provision to any other person or circumstance, all of which
other provisions shall remain in full force and effect. It is the intention of
the parties hereto that if any provision of this Guaranty is capable of two
constructions one of which would render the provision valid, the provision shall
have the meaning which renders it valid.

         16. EXTENSIONS AND RENEWALS. This Guaranty shall apply to the Lease,
any extension or renewal thereof and to any holdover term following the term
granted in the Lease or any extension or renewal thereof.

         17. ACKNOWLEDGMENT; ENFORCEABILITY. GUARANTOR REPRESENTS AND WARRANTS
TO LANDLORD THAT GUARANTOR HAS READ THIS GUARANTY AND UNDERSTANDS THE CONTENT
HEREOF AND THAT THIS GUARANTY IS ENFORCEABLE AGAINST GUARANTOR IN ACCORDANCE
WITH ITS TERMS.

         18. FINANCIAL STATEMENTS. Tenant shall provide current audited
financial statements for the Guarantor to Landlord with the delivery of the
Lease, as well as upon the request of Landlord from time to time during the term
of the Lease.

         IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day
and year first above written.

WITNESSES                        GUARANTOR

                                 TERREMARK WORLDWIDE, INC.

- -----------------------------    ----------------------------------------------

- -----------------------------





                                       36



                                  SCHEDULE 4.2
                           WIRE TRANSFER INSTRUCTIONS

WIRING INSTRUCTION TO OCEAN BANK:

NAP of the Americas, Inc.
2601 S. Bayshore Drive, PH1B
Coconut Grove, Fl 33133
Account No. 101292854-05

Ocean Bank
780 NW 42 Avenue
Miami, Florida 33126
ABA ff06601 1392






                                 SCHEDULE 5.1(b)
                           TENANT'S OPERATING CHARGES

         Operating Charges shall mean all costs and expenses incurred by
Landlord in the ownership and operation of the Building, including all of the
following: (1) electricity, gas, water, sewer and other utility charges with
respect to the operation of common areas of the Building; (2) premiums and other
charges for insurance (including, but not limited to, property insurance, rent
loss insurance and liability insurance); (3) all market rate management fees
incurred in the management of the Building; (4) all costs incurred in connection
with service and maintenance contracts; (5) maintenance and repair expenses and
supplies; (6) amortization (calculated over the useful life of the improvement,
with interest at Landlord's cost of funds or (if the improvement is not
financed) at the prime rate reported in The Wall Street Journal) for capital
expenditures which have been approved by Tenant or which are made by Landlord
for the purpose of complying with legal or insurance requirements or that are
intended to result in a net decrease in Operating Charges (hereinafter referred
to as "Qualified Capital Expenditures"); (7) salaries, wages, benefits and other
expenses of Building personnel; (8) legal fees (except as excluded below),
administrative expenses, and accounting, architectural and other professional
fees and expenses; (9) costs of any service not provided to the Building on the
Lease Commencement Date but thereafter provided by Landlord in the prudent
management of the Building; (10) charges for concierge, security, janitorial,
char and cleaning services and supplies furnished to the Building; (11) costs
associated with the provision or operation of any common facilities and service
amenities; (12) the cost of maintaining management, engineering and/or
maintenance offices in the Building (including the fair market rental value of
the space devoted to such uses); (13) any business, professional and
occupational license tax paid by Landlord with respect to the Building; (14) any
personal property tax payable with respect to Landlord's property located at the
Building that is used in connection with the maintenance, repair, or operation
of the Building; and (15) any other expense incurred by Landlord in maintaining,
repairing or operating the Building and related property. Operating Charges
shall not include the following:

(i)      Principal payments or interest payments on any mortgage, other debt
         costs and ground rent payments on any ground lease.

(ii)     Leasing commissions paid by Landlord.

(iii)    Cost of repair or other work occasioned by fire, windstorm or other
         casualty, or by condemnation, to the extent reimbursed by insurance
         proceeds or condemnation award, and any other costs of items for which
         Landlord receives reimbursement from a third party.

(iv)     Costs incurred due to renovating, decorating, redecorating or otherwise
         improving space for tenants in the Building.

(v)      Costs of correcting latent defects (not standard repairs) during the
         initial warranty period after construction. All repairs and
         replacements resulting from ordinary wear and tear, use, fire,
         casualty, vandalism and other matters shall not be deemed to be latent
         construction defects.

(vi)     Landlord's costs of electricity and other services sold to particular
         tenants which services are not standard for the Building and for which
         Landlord is entitled to reimbursement by such particular tenants.

(vii)    Depreciation and amortization of the Building or any fixtures or
         improvements therein.

(viii)   Expenses in connection with services or other benefits of a type which
         are not standard for the Building and which are not available to Tenant
         without specific charge therefore, but which are provided to another
         tenant or occupant and for which such other tenant or occupant is
         specifically charged by Landlord.

(ix)     Costs, penalties, fines and associated legal expenses incurred due to
         violation by Landlord or any tenant in the Building of the terms of any
         applicable federal, state or local government laws, codes or similar
         regulations that would not have been incurred but for any such
         violations by Landlord, it being intended that each party shall be
         responsible for costs resulting from its own violation of such laws,
         codes and regulations as the same shall pertain to the Building.






         Notwithstanding the foregoing, interest or penalties incurred in
         connection with assessments or taxes which are reasonably contested by
         Landlord shall be included as an acceptable Operating Charge.

(x)      Costs of Landlord's general overhead and general administrative
         expenses (individual, partnership or corporate, as the case may be),
         which costs would not be chargeable to operating expenses of the
         Building in accordance with generally accepted accounting principles,
         consistently applied.

(xi)     Any compensation paid to clerks, attendants or other persons in
         commercial concessions (such as snack bar or restaurant), if any,
         operated by Landlord.

(xii)    All items and services for which Tenant or any other building tenant
         specifically reimburses Landlord.

(xiii)   Legal fees in connection with leasing, tenant disputes or enforcement
         of leases.

(xiv)    Capital expenditures, except Qualified Capita] Expenditures.

(xv)     Costs of overtime HVAC service whether provided to the Tenant or any
         other tenant of the Building.

(xvi)    Costs of repairing, replacing or otherwise correcting defects
         (including latent defects) in or inadequacies of (but not the costs of
         ordinary and customary repair for normal wear and tear) the initial
         design or construction of the Building.

(xvii)   Allowances, concessions, permits, licenses, inspections and other costs
         and expenses incurred in completing, fixturing, renovating or otherwise
         improving, decorating or redecorating space for tenants (including
         Tenant), prospective tenants or other occupants of the Building, or
         vacant leasable space in the Building, or constructing or finishing
         demising walls and public corridors with respect to any such space.

(xviii)  Any amount specifically required to be paid by Landlord to Tenant under
         this Lease, and any cost or expense (A) which is due to Landlord's
         negligence or willful misconduct, (B) which is incurred pursuant to any
         Landlord indemnification and/or hold harmless provision, or (C) which
         is a result of any breach of this Lease or any other lease for space in
         the Building.

(xix)    Costs incurred in connection with the sale, financing, refinancing,
         mortgaging, selling or change of ownership of the Land or Building.

(xx)     Costs, fines, interest, penalties, legal fees or costs of litigation
         incurred due to the late payments of utility bills and other costs of
         operating the Building incurred by Landlord's failure to make such
         payments when due.

(xxi)    All amounts which would otherwise be included in Operating Charges
         which are paid to any affiliate or subsidiary of Landlord, or any
         representative, employee or agent of same, to the extent the costs of
         such services exceed the competitive rates for similar services of
         comparable quality rendered by persons or entities of similar skill,
         competence and experience. It is hereby acknowledged by Tenant that the
         management fee in the amount of 5% of gross rentals to be paid to an
         affiliate of Landlord is a competitive, market rate fee.

(xxii)   Increased insurance premiums caused by Landlord's or any other tenant's
         hazardous acts.

(xxiii)  Moving expense costs of tenants of the Building.

(xxiv)   Advertising, public relations and promotional costs associated with the
         promotion or leasing of the Building, and costs of signs in or on the
         Building identifying the owners of the Building or any tenant of the
         Building.

(xxv)    Costs incurred to correct violations by Landlord of any law,
         regulation, rule, order or ordinance which was in effect as of the
         Lease Commencement Date.

(xxvi)   Non-cash items, such as interest on capital invested, bad debt losses,
         rent losses and reserves for such losses.




                                       2


(xxvii)  Electric power costs for which any tenant directly contracts with the
         local public service company.

In the event a single expenditure pays for the provision of a good or service to
both the Building and any neighboring building owned by Landlord, then Operating
Charges of the Building shall include only the portion of such payment that is
equitably allocable to the Building, as reasonably determined by Landlord.






                                       3

EX-10.3

                                                                    Exhibit 10.3

TELCORDIA
TECHNOLOGIES
|
 --------------------------
Performance from Experience


                                          PROFESSIONAL SERVICES MASTER AGREEMENT
                                                  CONTRACT NO.. 20000822JS113827

- --------------------------------------------------------------------------------

This Agreement, effective as of August 9, 2000, is between NAP of the Americas,
Inc., ("NAPA"), a Florida corporation and a wholly owned subsidiary of Terremark
Worldwide, Inc. ("Terremark"), having an office at 2601 S. Bayshore Drive, 9th
Floor, Coconut Grove, Florida 33133 and Telcordia Technologies, Inc.
("Telcordia"), a Delaware corporation, having an office at 445 South Street,
Morristown, New Jersey 07960-6438. Notwithstanding anything to the contrary in
this agreement, Terremark, along with its majority owned subsidiaries, shall
guarantee all of the terms and conditions of this agreement on behalf of NAP of
the Americas, Inc. Notwithstanding the foregoing, the Parties agree that the
terms and conditions of the financing structure ("Financing Agreement"),
currently under negotiation between the Parties, shall replace and supercede the
Billing terms and conditions under Section 2.2 of this Master Agreement as
governing and controlling each Work Statement retroactively from the effective
date of the Master Agreement. The Parties further acknowledge and agree that the
Financing Agreement will address any necessary adjustment in terms, including
price, required for such application, and shall be mutually agreed to by the
Parties.

I. DESCRIPTION OF PROFESSIONAL SERVICES

Telcordia shall provide to NAPA the Professional Services ("Services") related
to the NAP of the Americas Miami, which will be described in individual Work
Statements under this Agreement in the form of Exhibit A. A detailed description
of the work, schedules, deliverables, fees and payment schedule will be included
in each Work Statement. NAPA must authorize the Services by executing the Work
Statement and returning it to Telcordia's Administrative Contact.

II. NAPA AND TELCORDIA ADMINISTRATIVE CONTACTS

Brian K. Goodkind                             Beth Morgan
Executive Vice President &                    Director
Chief Operating Officer

Terremark Worldwide, Inc.
2601 S. Bayshore Drive                        Telcordia Technologies, Inc.
9th Floor                                     1200 Brickell Avenue
Coconut Grove, FL  33133                      Suite 1200
Tel. No. 305-856-3200                         Miami, FL  33149
                                              Tel. No. 305-372-7970



           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
       This document and the confidential information it contains shall be
   distributed, routed or made available solely to authorized persons having
             a need to know within Telcordia and NAPA, except with
                        written permission of Telcordia.





              Fax No. 305-856-0252       Fax No. 305-349-2030

In consideration of the mutual obligations assumed under this Agreement,
Telcordia and NAPA agree to the Terms and Conditions attached to this Agreement
and represent that this Agreement is executed by duly authorized representatives
as of the dates below.

AGREED BY:
NAP OF THE AMERICAS, INC.                  TELCORDIA TECHNOLOGIES, INC.

By:         /s/ BRIAN K. GOODKIND          By:       /s/ THELINA E. ANDERSEN
           ----------------------------              --------------------------
Name:       BRIAN K. GOODKIND              Name:     THELINA E. ANDERSEN
           ----------------------------              --------------------------
Title:     VICE PRESIDENT                  Title:    SENIOR CONTRACT MANAGER
           ----------------------------              --------------------------
Date:      9-1-00                          Date:     9-1-00
           ----------------------------              --------------------------



               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
                 See confidentiality restrictions on title page.


                                                                          Page 2



                        CONFIDENTIAL - RESTRICTED ACCESS

                              TERMS AND CONDITIONS




1. DEFINITIONS

1.1 "BUSINESS DAY" means an eight hour day during normal business hours.

1.2 "CONFIDENTIAL INFORMATION" means information of a party to this Agreement
which is provided or disclosed to the other and is marked as confidential or
proprietary. If the information is initially disclosed orally then (1) it must
be designated as confidential or proprietary at the time of the initial
disclosure and (2) within twenty (20) days after disclosure, the information
must be reduced to writing and marked as confidential or proprietary. No
information of the disclosing party will be considered Confidential Information
to the extent the information:

         a)is in the public domain through no fault of the recipient either
         before or after disclosure; or

         b)is in the possession of the recipient prior to the disclosure, or
         thereafter is independently developed by recipient's employees or
         consultants who have had no prior access to the information; or

         c)is rightfully received from a third party without breach of any
         obligation of confidence.

1.3 "DELIVERABLE" means any written summary of results or any other written
data, information or materials provided to NAPA including data, comments and
conclusions pertaining to the Professional Services performed under this
Agreement.

1.4 "YEAR 2000 COMPUTER PROBLEM" means the inability of any hardware, software,
firmware, middleware, or microchip to record, store, process, recognize,
calculate, and display calendar dates falling on or after January 1, 2000, in
the same manner, and with the same functionality, that it records, stores,
processes, recognizes, calculates, and displays calendar dates falling on or
before December 31, 1999.

2. FEES AND PAYMENTS

2.1 FEES AND EXPENSES. NAPA shall pay Telcordia for the Professional Services
either a fixed quote price or a time and materials fee based upon the documented
hours worked and the current fee schedule. NAPA shall also reimburse Telcordia
for all reasonable, documented, out-of-pocket expenses incurred in connection
with the Services, including travel, lodging, meals and telephone costs.
Telcordia reserves the right to limit Services to no more than ten (10) hours
within a 24-hour period. In connection with all Work Statements under this
Master Agreement, NAPA shall be entitled to the same fees and "preferred
pricing" guaranty it was given in paragraph 5(b) of Work Statement No. 0001.

2.2 BILLING. For Services provided under a fixed quote price, Telcordia shall
submit bills to NAPA according to the schedule described in each Work Statement.
For Services provided under a time and materials fee, Telcordia shall submit
monthly bills to NAPA for Services rendered during the prior month and expenses
incurred. NAPA shall pay billed amounts within thirty (30) days of the date of
the bill.

2.3 PAYMENTS. Payments to Telcordia must be in United States dollars and may be
either:

       a)wire transferred to:

       Chase Manhattan Bank
       New York, New York
       ABA #021000021 (for all wires, ACH & EFT
       Account #323145663
       Attention:  Account Officer
       Telcordia Technologies, Inc.
       Telcordia Contract No. ___________, or



               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
                 See confidentiality restrictions on title page.


                                                                          Page 3



                        CONFIDENTIAL - RESTRICTED ACCESS



       a)mailed to:

   Telcordia Technologies, Inc.
   Church Street Station
   Post Office Box 06334
   New York, NY 10249-63 34
   Attention:  Account Officer
   Telcordia Contract No. ____________

2.4 OVERDUE PAYMENTS. Overdue payments are subject to a late payment charge,
calculated and compounded monthly, and calculated at an annual rate of either
(1) one percent (1%) over the lowest prime rate available in New York City, as
published in The Wall Street Journal on the first Monday (or the next bank
business day) following the payment due date; or (2) 12 percent (12%), whichever
shall be higher. If the amount of the late payment charge exceeds the maximum
permitted by law, the charge will be reduced to that maximum amount.

2.5 TAXES. NAPA shall pay or reimburse Telcordia for all sales or use taxes,
duties, or levies imposed by any authority, government or government agency
(other than those levied on Telcordia's net income) in connection with this
Agreement. If Telcordia is required to collect a tax to be paid by NAPA, NAPA
shall pay this tax on demand. If NAPA fails to pay these taxes, duties or
levies, NAPA shall pay all reasonable expenses incurred by Telcordia, including
reasonable attorney's fees, to collect such taxes, duties or levies.

3. CONFIDENTIAL INFORMATION

3.1 USE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed by NAPA
to Telcordia in connection with the Professional Services conducted under this
Agreement will be used by Telcordia only for the performance of the Professional
Services described in the Work Statement and Confidential Information disclosed
by Telcordia to NAPA will be used by NAPA solely for its own internal purposes,
unless otherwise expressly provided in this Agreement.

3.2 DISCLOSURE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed
under this Agreement by one party to the other will be protected by the
recipient from further disclosure, publication, and dissemination to the same
degree and using the same care and discretion as the recipient applies to
protect its own confidential or proprietary information from undesired
disclosure, publication and dissemination. Except as set forth in the following
paragraph, neither party will disclose the other's Confidential Information to
any affiliate or other third party, without prior written consent from the other
party. If Confidential Information is required by law, regulation, or court
order to be disclosed, the recipient must first notify the disclosing party and
permit the disclosing party to seek an appropriate protective order.

3.3 DISCLOSURE TO EMPLOYEES AND CONSULTANTS. Confidential Information disclosed
under this Agreement may be disclosed to a receiving party's employees
(including contract employees) or consultants who participate in the Services if
the employees and consultants have been made aware of their responsibilities
under this Agreement and the consultants (including contract employees) have
signed a statement agreeing to be bound by the terms of this Agreement with
respect to confidentiality.

3.4 MISUSE OF CONFIDENTIAL INFORMATION. Either party's failure to fulfill the
obligations and conditions with respect to any use, disclosure, publication,
release, or dissemination to any third person of the other party's Confidential
Information or breach of any restrictions or obligations of any licenses granted
by the other party, constitutes a material breach of this Agreement. In that
event the aggrieved party may, at its option and in addition to any other
remedies that it may have, terminate this Agreement, its obligations and any
rights or licenses granted upon thirty (30) days written notice to the other


               TELCORDIA AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
                 See confidentiality restrictions on title page.


                                                                          Page 4



                        CONFIDENTIAL - RESTRICTED ACCESS

party. In addition to any other remedies it may have, the aggrieved party has
the right to demand the immediate return of all copies of Confidential
Information provided to the other party under this Agreement. The parties
recognize that disclosure of Confidential Information in violation of this
Agreement will result in irreparable harm. Each party shall have the right to
injunctive relief in the event of a disclosure in violation of this Agreement.

4. ALLOCATION OF INTELLECTUAL PROPERTY AND GRANT OF LICENSES

4.1 LICENSE TO USE THE DELIVERABLES. Subject to the restrictions set forth
below, Telcordia grants to NAPA a personal, nontransferable, nonexclusive
license to use and copy the Deliverable for NAPA internal business purposes.
This license shall include a license to use any Telcordia newly-created
Invention, Work of Authorship or other intellectual property to the extent
necessary for NAPA to meet the purposes set forth in this Agreement or in an
applicable Work Statement. This license shall further include the right to
provide copies of the Deliverable to consultants, contractors or suppliers who
are hired to carry out recommendations within the Deliverable as long as such
consultant, contractor or supplier is subject to an agreement requiring
confidentiality of the Deliverable, and which limits the use of the Deliverable
by the consultant, contractor or supplier to providing services to NAPA. NAPA
shall include a Telcordia copyright notice on all copies of Deliverables. The
services and any Deliverables are not "work for hire."

4.2 OWNERSHIP OF NEWLY-CREATED INTELLECTUAL PROPERTY. Any patentable or
unpatentable discoveries, ideas, including methods, techniques, know-how,
concepts, or products ("Invention"); or any works fixed in any medium of
expression, including copyright and mask work rights ("Works of Authorship"); or
any other intellectual property created by Telcordia during the course of the
Services shall be the sole and exclusive property of Telcordia. Any Inventions,
Works of Authorship or other intellectual property created jointly by Telcordia
and NAPA during the course of the Services shall be the joint property of
Telcordia and NAPA, each party having full licensing rights with no obligation
of accounting to the other party.

4.3 NO RIGHTS BY IMPLICATION. Except as set forth above, no direct or indirect
ownership interest or license rights in Inventions, Works of Authorship or other
intellectual property including software or patents are granted or created by
implication in this Agreement. Any grant of an ownership interest or license
rights in an Invention, Work of Authorship or other intellectual property
including software or patents must be negotiated in a separate agreement.
Telcordia will use reasonable efforts to inform NAPA of any Telcordia owned
Inventions, Works of Authorship or other intellectual property that Telcordia
believes may be necessary for NAPA to use the Deliverable or to meet the
purposes set forth in this Agreement or in an applicable Work Statement.

4.4 SIMILAR WORK FOR OTHER CUSTOMERS. Telcordia may perform the same or similar
services for others, including providing the same or similar conclusions and
recommendations provided that NAPA Confidential Information is not disclosed.

5. NAPA'S RESPONSIBILITIES

5.1 ACCESS. NAPA is responsible for providing Telcordia with access to NAPA's
premises, employees, documentation or other information needed to perform the
Services.

5.2 CUSTOMER REQUIREMENTS. NAPA acknowledges it has independently determined
that the Services and Deliverables requested in any Work Statement to this
Agreement meet its requirements.

5.3 OBJECTIVES AND RESULTS. Services and Deliverables provided by Telcordia
under any Work Statement to this Agreement are provided to assist NAPA; however,
NAPA, not Telcordia, will be responsible for determining objectives and
obtaining desired results.

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5.4 YEAR 2000 SERVICES OR RESULTS. UNLESS SPECIFICALLY DESCRIBED IN A WORK
STATEMENT UNDER THIS AGREEMENT (AND SEPARATELY IDENTIFIED AS "YEAR 2000 SERVICES
OR RESULTS"), TELCORDIA'S SERVICES (AND THE DELIVERABLES, IF ANY, PROVIDED BY
TELCORDIA HEREUNDER) WILL NOT INCLUDE ANY YEAR 2000 ANALYSES, ASSESSMENT,
REMEDIATION, TESTING OR OTHER SERVICES OR DELIVERABLES RELATED TO THE YEAR 2000
COMPUTER PROBLEM (AS DEFINED IN SECTION 1.4) NOR DOES TELCORDIA MAKE ANY
REPRESENTATION OR WARRANTY THAT THE SERVICES OR DELIVERABLES, IF ANY, PROVIDED
HEREUNDER WILL NECESSARILY RESULT IN YEAR 2000 COMPLIANCE, READINESS OR
FUNCTIONALITY OF ANY OF THE CUSTOMER'S NETWORK, SYSTEMS, HARDWARE, SOFTWARE,
MIDDLEWARE OR EMBEDDED SYSTEMS, THE ISSUE OF SUCH COMPLIANCE, READINESS OR
FUNCTIONALITY BEING OUTSIDE THE SCOPE OF THIS AGREEMENT UNLESS SPECIFICALLY
PROVIDED, AS NOTED ABOVE, IN A WORK STATEMENT.

5.5 ADDITIONAL RESPONSIBILITIES. Any additional NAPA responsibilities will be
described in the applicable Work Statement.

6. REPRESENTATIONS AND WARRANTIES

6.1 RIGHT TO PROVIDE INFORMATION. NAPA represents and warrants to Telcordia that
it has the right to provide the information, specifications and data that it has
or will provide to Telcordia in order for Telcordia to complete the Services and
to create the Deliverables identified hereunder. NAPA further represents and
warrants that possession and use of that information, specifications and data by
Telcordia under the terms and conditions of this Agreement will not constitute
an infringement upon any patent, copyright, trade secret, or other intellectual
property right of any third party.

6.2 EMPLOYEE AND CONSULTANT AGREEMENTS. Each party represents and warrants to
the other that it shall have obtained, prior to the commencement of the
Professional Services, appropriate agreements with its employees and consultants
who may participate in the Services sufficient to enable it to comply with the
terms of this Agreement.

7. WARRANTY AND DISCLAIMER OF WARRANTIES

7.1 LIMITED WARRANTY. Notwithstanding Section 8.1, Telcordia warrants that the
Services provided under this Agreement shall be performed with that degree of
skill and judgment normally exercised by recognized professional firms
performing services of the same or substantially similar nature. In the event of
any breach of the foregoing warranty, provided NAPA has delivered to Telcordia
timely notice of such breach as hereinafter required, Telcordia shall, at its
own expense, in its discretion either: (1) reperform the non-conforming Services
and correct the non-conforming Deliverables to conform to this standard; or (2)
refund to NAPA that portion of the amounts received by Telcordia attributable to
the nonconforming Services and/or Deliverables. No warranty claim shall be
effective unless NAPA has delivered to Telcordia written notice specifying in
detail the non-conformities within thirty (30) days after performance of the
non-conforming Services or tender of the non-conforming Deliverables. The remedy
set forth in this Section 7.1 is the sole and exclusive remedy for breach of the
foregoing warranty.

8. LIMITATION OF LIABILITY

8.1 LIMITED LIABILITY. Telcordia has no liability to NAPA, exceeding that
specified in the following paragraph, in contract (including warranty and
indemnity), or in tort, strict liability or otherwise with respect to any
written or oral statement, information, comment or conclusion made by or on
behalf of Telcordia or otherwise in connection with the Services provided under
this Agreement including, but not limited to, any materials or any other


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                        CONFIDENTIAL - RESTRICTED ACCESS

information or Deliverable prepared and/or made available to NAPA under the
terms of this Agreement. Further, neither party shall be liable to the other
party for any indirect, special or consequential damages suffered as a result of
any statement, comment, conclusion, or performance or nonperformance under each
Work Statement, even if advised of the possibility of damage or loss.

8.2 LIABILITY NOT TO EXCEED AMOUNTS PAID. Telcordia's liability, if any, to NAPA
or to any third party for claimed loss or damage under each Work Statement shall
not exceed the amount actually paid by NAPA to Telcordia under the applicable
Work Statement.

9. GENERAL

9.1 PUBLICITY. Notwithstanding anything herein to the contrary, each party is
prohibited from using in advertising, publicity, promotion, marketing, or other
similar activity, any name, trade name, trademark, or other designation
including any abbreviation, contraction or simulation of the other without the
prior, express, written permission of the other.

9.2 HIRING OF EMPLOYEES. During the term of this Agreement and for a period of
two (2) years after any expiration or termination of this Agreement, neither
party shall employ or solicit for employment, directly or indirectly, any
employee of the other party directly involved in the Services described in the
Work Statement, unless the other party has either terminated the employment of
the employee, granted written permission for the employment, or it has been more
than one year since the employee was last employed by the other party.
Advertisements in newspapers and trade publications by either party do not
constitute solicitation.

9.3 ASSIGNMENT. Neither party shall assign, in whole or in part, this Agreement,
any Work Statement or any license, rights or obligations granted, to any other
person or entity, without the prior written consent of the other party, which
consent may not be unreasonably withheld.

9.4 WAIVER. The failure of either party at any time to enforce any of the
provisions of this Agreement or any right under this Agreement, or to exercise
any option provided, will in no way be construed to be a waiver of the
provisions, rights, or options, or in any way to affect the validity of this
Agreement. The failure of either party to exercise any rights or options under
the terms or conditions of this Agreement shall not preclude or prejudice the
exercising of the same or any other right under this Agreement.

9.5 NON-COMPLIANCE FOR CAUSE BEYOND CONTROL. Neither party shall be liable to
the other for non-compliance with any provision of this Agreement if the
non-compliance resulted directly from any cause beyond the reasonable control of
the party. However, this provision shall not apply to any payments due to
Telcordia under this Agreement.

9.6 CHOICE OF LAW. This Agreement must be construed and enforced according to
the laws of the State of New Jersey without regard to those laws relating to
conflict of laws and NAPA agrees to be subject to the jurisdiction of the courts
in the State of New Jersey if a suit is commenced in connection with this
Agreement.

9.7 SEVERABILITY. If any provision or portion of a provision of this Agreement
is held invalid or unenforceable, the remainder of the Agreement shall not be
affected, and the remaining terms will continue in effect and be binding on the
parties, provided that such holding of invalidity or unenforceability does not
materially affect the essence of the Agreement.

9.8 NOTICE. Any notice or other written communication required or permitted to
be given by a party under this Agreement must be addressed to the attention of
the other party's Administrative Contact as identified in this Agreement or in
any Work Statement and will be deemed delivered: (1) five business days after
the notice has been mailed by certified mail, if applicable, or (2) the next
business day after receipted delivery to a recognized overnight courier.


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9.9 COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws.
If Telcordia requires any government licenses or approvals to proceed with the
Services, Telcordia will provide NAPA with prior notice of the requirement and
an estimate of any resulting increase in the price of the Services.

9.10 SURVIVAL. The Terms and Conditions of this Agreement regarding
confidentiality, payment, warranties, liability and all others that by their
sense and context are intended to survive the execution, delivery, performance,
termination or expiration of this Agreement survive and continue in effect.

9.11 SCOPE CHANGE. The parties may mutually agree to modify or make changes to
any Work Statement as necessary. Scope changes will be detailed in individual
Scope Change Control Forms under this Agreement in the form of Exhibit B. Scope
Change Control Forms must be signed by authorized representatives of each party.

10. INTERNATIONAL TERMS AND CONDITIONS

The following terms and conditions shall apply to Services performed outside of
the United States in addition to the terms and conditions contained herein.

10.1 NAPA'S REEXPORT OBLIGATIONS

       10.1.1 Reexport of Technical Data. NAPA acknowledges that any commodities
       and/or technical data provided under this Agreement shall be subject to
       the Export Administration Regulations ("the EAR") administered by the
       U.S. Commerce Department http://www.bxa.doc.gov (The Bureau of Export
       Administration home page) and that any export or reexport thereof must be
       in compliance with the EAR. NAPA agrees that it shall not export or
       reexport, directly or indirectly, either during the term of this
       Agreement or after its expiration, any commodities and/or technical data
       (or direct products thereof) provided under this Agreement in any form to
       destinations in Country Groups D:1 or E:2, as specified in Supplement No.
       1 to Part 740 of the EAR, and as modified from time to time by the U.S.
       Department of Commerce, or to destinations that are otherwise controlled
       or embargoed under U.S. law.

       10.1.2 GOVERNMENTAL APPROVALS AND CONSENTS. This Agreement is subject to
       the receipt of any approvals and/or consents required by United States
       and foreign government agencies and authorities, including but not
       limited to the export control laws and regulations of the United States,
       as may be required for the consummation of the transactions contemplated
       by this Agreement. Telcordia shall have no liability to NAPA for failure
       to deliver any product or service under this Agreement as a result of the
       refusal of United States or foreign governmental agencies to issue any
       necessary approvals and consents for the export of any such product or
       service.

10.2 EXPORT CONTROL. Telcordia shall notify NAPA of any restricted technology
that may be controlled for export purposes. Any technology provided by Telcordia
that is controlled for export purposes, may require prior approval by the
appropriate U.S. Government agency, either the U.S. Department of State (DOS) or
the U.S. Department of Commerce (DOC). Should this technology provided by
Telcordia be export controlled, NAPA will be bound by U.S. export statutes and
regulations and shall comply with all export control requirements. NAPA and/or
Telcordia shall have full responsibility for any required export licenses.

10.3 IMMIGRATION AND ENTRY REQUIREMENTS. NAPA shall obtain and supply Telcordia
with all necessary licenses, permits, authorizations, and passes, including but
not limited to professional visit passes and/or employment passes issued by the
national immigration agency under the national immigration law of the local
country and other clearances, in a timely manner to support performance under
this Agreement. Telcordia performance is contingent upon the foregoing, and in
the event that NAPA is unable to obtain and supply such to Telcordia in a timely


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manner, or that any of such are later withdrawn, the Telcordia performance
schedule, and any other necessary terms of this Agreement shall be equitably
adjusted.

10.4 ENGLISH LANGUAGE. Unless otherwise stated in a Work Statement to this
Agreement, Telcordia shall provide all Reports and other Deliverables in the
English language.

10.5 TAXES. Fees payable under this Agreement are exclusive of taxes. NAPA shall
pay or reimburse Telcordia for all value added, income, withholding, sales or
use taxes, customs or import duties, or levies imposed by any authority,
government or government agency in connection with this Agreement, other than
taxes imposed by the United States.

       10.5.1 If Telcordia, its subcontractors, and/or their respective
       employees are required to pay any non-United States taxes in connection
       with this Agreement, including those listed above, the fees under this
       Agreement shall be correspondingly increased.

       10.5.2 If, after the effective date of this Agreement or any applicable
       Work Statement hereto, there are changes or developments which may result
       in an increase in any non-United States taxes, and/or any new non-United
       States taxes or assessments are levied by a government other than the
       United States, or if the methods of administering or the rates of any
       such taxes or assessments are changed, and such new taxes, assessments or
       changes result in an increased potential non-United States tax liability
       for Telcordia, its subcontractors, and/or their respective employees
       under this Agreement, the fees under this Agreement shall be
       correspondingly increased.

       10.5.3 If either party fails to pay any fees under this Agreement, or any
       taxes, duties, levies or assessments, such party shall pay all reasonable
       expenses incurred by the other party, in collecting these sums, including
       reasonable attorney's fees, interest and penalties.

       10.5.4 NAPA shall provide to Telcordia a summary of all amounts withheld
       during the year no later than ten business days after December 31 of each
       year, addressed to Telcordia, International Collections, 3 Corporate
       Place, Room 2E-327, Piscataway, NJ 08854 USA.

       10.5.5 Telcordia shall provide NAPA with a statement regarding any income
       or withholding tax for which NAPA will be responsible for in any given
       country, as specified in each Work Statement, prior to rendering any
       Services in such country.

10.6 FOREIGN CORRUPT PRACTICES ACT. Both parties shall at all times comply with
applicable laws to the business and operations of Telcordia and NAPA, its
subsidiaries and affiliates, including, without limitation, the United States
Foreign Corrupt Practices Act of 1977, as amended. Any notice received from any
governmental or regulatory authority or other person alleging any violation of
any such applicable law shall be promptly provided to the other party.

11. ENTIRE AGREEMENT

This is the entire Agreement between the parties about its subject. It
incorporates and supersedes all written and oral communications about its
subject. It may only be changed or supplemented by a written amendment signed by
the authorized representatives of the parties. Each Work Statement executed
shall be considered part of this Agreement and the terms of each control in the
event of any inconsistency with the terms of this Agreement.

                           END OF TERMS AND CONDITIONS


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                                                                          Page 9


                                                                       EXHIBIT A


                        CONFIDENTIAL - RESTRICTED ACCESS



TELCORDIA
TECHNOLOGIES
|
 --------------------------
Performance from Experience



                                          PROFESSIONAL SERVICES MASTER AGREEMENT
                                                       CONTRACT NO. [##########]
- -------------------------------------------------------------------------------

This Work Statement is under the Professional Services Master Agreement dated
__________ and is between _________________ ("Customer") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following
Professional Services under the Terms and Conditions of the Agreement and any
additional terms contained in this Work Statement.

1.       SCOPE OF SERVICES

2.       DESCRIPTION OF SERVICES

         Telcordia shall provide the following services:

3.       NO YEAR 2000 SERVICES

4.       CUSTOMER RESPONSIBILITIES

5.       FEES AND PAYMENTS

6.       DELIVERABLES

7.       SCHEDULE OF SERVICES

8.       LOCATION OF SERVICES

9.       TELCORDIA'S CONTACT(S)

10.      CUSTOMER'S CONTACT(S)

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:
NAP OF THE AMERICAS, INC.            TELCORDIA TECHNOLOGIES, INC.

By:                                  By:
           ---------------------               ---------------------------------
Name:                                Name:
           ---------------------               ---------------------------------
Title:                               Title:    CONTRACT MANAGER
           ---------------------               ---------------------------------
Date:                                Date:
           ---------------------               ---------------------------------


           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
       This document and the confidential information it contains shall be
   distributed, routed or made available solely to authorized persons having
             a need to know within Telcordia and NAPA, except with
                        written permission of Telcordia.

                                                                         Page 10



                        CONFIDENTIAL - RESTRICTED ACCESS


                            SCOPE CHANGE CONTROL FORM


This Scope Change No. _______ ("Scope Change") amends the Work Statement,
Contract No. ______________, ("Work Statement") between NAP of the Americas,
Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc.
("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective
as of this _____________ day of ________, 20__ ("Scope Change"). This Scope
Change incorporates all the terms and conditions of the Work Statement and
Agreement except as may be otherwise modified herein for the limited purpose set
forth herein.

1.       Title of Scope Change:

2.       Date of Scope Change:

3.       Originator of Scope Change:

4.       Reason for the Scope Change:

5.       Details of the Scope Change (including any specifications):

6.       Implementation timetable of the Scope Change:

7.       Additional fees or refund, if any, of the Scope Change:

8.       Impact of the Scope Change on other aspects of the Schedule, including
         but not limited to, the overall payment schedule, contractual
         provisions, and Deliverable schedules.

9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.

AGREED BY:
NAP OF THE AMERICAS, INC.                TELCORDIA TECHNOLOGIES, INC.

By:                                      By:
           ---------------------------             ----------------------------
Name:                                    Name:
           ---------------------------             ----------------------------
Title:                                   Title:
           ---------------------------             ----------------------------
Date:                                    Date:
           ---------------------------             ----------------------------



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                                                                         Page 11



             AMENDMENT TO THE PROFESSIONAL SERVICES MASTER AGREEMENT
                      BETWEEN NAP OF THE AMERICAS, INC. AND
                          TELCORDIA TECHNOLOGIES, INC.


This amendment to the Professional Services Master Agreement, executed on
September 1, 2000, between NAP of the Americas, Inc. ("NAPA"), a wholly owned
subsidiary of Terremark Worldwide, Inc. and Telcordia Technologies, Inc.
("Telcordia") ("Agreement") (Contract No. 20000822JS113827) shall amend the
Agreement as follows:

1.       THE PREAMBLE OF THE AGREEMENT ON PAGE 1 SHALL BE MODIFIED TO DELETE THE
         LAST TWO SENTENCES WHICH READ AS FOLLOWS:

"Notwithstanding the foregoing, the Parties agree that the terms and conditions
of the financing structure ("Financing Agreement"), currently under negotiation
between the Parties, shall replace and supercede the Billing Terms and
conditions under Section 2.2 of this Master Agreement as governing and
controlling each Work Statement retroactively from the effective date of the
Master Agreement. The Parties further acknowledge and agree that the Financing
Agreement will address any necessary adjustment in terms, including price,
required for such application, and shall be mutually agreed to by the Parties."

2.       UNDER SECTION 2.1 FEES AND EXPENSES, THE LAST SENTENCE SHALL BE DELETED
         AND REPLACED WITH THE FOLLOWING:

"From the date of execution of this Agreement, all labor provided by Telcordia
on a time and materials basis, shall be reimbursed on an hourly basis, based on
the actual hours incurred multiplied by the hourly rates for engineering and
consulting services as set forth on page 4 of WS 001 executed on September 1,
2000 (the "Rates"), which Rates are represented by Telcordia to be the lowest or
equal to the lowest rates charged to any Telcordia non-governmental customer for
consulting and engineering services ("Preferred Pricing"). The Rates will not be
increased before January 1, 2002, even if Telcordia increases its Preferred
Pricing rates to other customers. On or after January 1, 2002. NAPA shall be
charged the then prevailing Preferred Pricing (i.e., Preferred Pricing which
takes into account rate increases to other non-governmental customers between
the time of the execution of this Amendment and January 1, 2002).
Notwithstanding the Preferred Pricing guaranty set for herein, NAPA acknowledges
that the Preferred Pricing model does not take into account services for which
Telcordia does not charge or for which it charges rates substantially and
significantly lower than the Rates because the services are being rendered for
certain customers in connection with and related to purchases of Telcordia
provided and/or third party software and/or hardware bundled with ancillary
services.

For any value added services related to the operation of the NAP provided by
Telcordia beyond basic NAP services, Telcordia shall provide pricing as good as
or better than other non-governmental customers which are (1) similarly situated
to NAP of the Americas. Inc. (2) for similar types of services, solutions and
products, and (3) for similar volume or usages.

3.       UNDER SECTION 2.2 BILLING, THE LAST SENTENCE SHALL BE MODIFIED TO
         REPLACE THIRTY (30) DAYS WITH FORTY FIVE (45) DAYS.

4.       SECTION 9 GENERAL, SHALL BE AMENDED TO ADD THE FOLLOWING AFTER SECTION
         9.11:

"9.12 TERMINATION FOR CAUSE.

Either party shall have the right, without prejudice to its other rights or
remedies, to terminate the Agreement or any Work Statement under this Agreement
upon written notice to the other party as provided below, if the other party:

         (a) is in material breach of any of its material obligations under this
Agreement or the affected Work Statement and either the breach is incapable of
remedy or the breaching party has failed to remedy such breach or failed to
commence steps to remedy such breach within the thirty (30) calendar day period
after receiving written notice, which describes the breach in reasonable detail,
requiring it to remedy such breach; or

         (b) assigns its assets, or a substantial part of its assets for the
benefit of its creditors, or admits in writing its inability to pay debts as
they mature, or a trustee or receiver is appointed for a substantial part of its
assets, or a bankruptcy proceeding is instituted against the other party which
is acquiesced in and is not dismissed within sixty (60) calendar days, or
results in an adjudication of bankruptcy."

"9.13 TERMINATION FOR CONVENIENCE.

NAPA shall have the right to terminate any Work Statement for convenience on not
less than thirty (30) calendar days prior written notice to Telcordia. Upon
Telcordia's receipt of notice of termination for convenience from NAPA,
Telcordia and NAPA shall meet to determine the extent of the Services and
Deliverables to be provided prior to the effective date of termination. In the
event the parties fail to agree to the extent of the Services and Deliverables
to be provided prior to the effective date of termination, Telcordia shall take
all commercially reasonable steps to wind-down the work in progress by the
effective date of such termination based on Telcordia's reasonable and good
faith understanding of the work NAPA would like to continue during such
wind-down period. Upon such termination, NAPA shall pay to Telcordia the
following: (i) fees for Services rendered and Deliverables provided by Telcordia
as of the effective date of termination; (ii) long-term operating and/or capital
fees incurred by Telcordia, prior to the effective date of termination, provided
that such fees were authorized by NAPA in the affected Work Statement(s) or
otherwise approved in writing and to the extent such fees have not been
previously recovered from NAPA by Telcordia; (iii) packaging, shipping and
similar costs of any equipment or materials required to be returned by Telcordia
to NAPA or Third Party vendors; (iv) vendor and subcontractor termination fees
that have been incurred in accordance with vendor contracts and other reasonable
and customary vendor and subcontractor termination fees provided that such fees
were authorized by NAPA in the affected Work Statement(s) or otherwise approved
in writing; and (v) such other reasonable expenses as may be agreed to by the
parties in writing. Effective upon such termination for convenience, Telcordia
shall have no further obligations or liability of any kind with respect to any
Deliverables or Services provided prior to termination under the terminated Work
Statement all of which shall be deemed provided on an "as is basis, except that
those Deliverables which have been accepted and paid for prior to termination or
upon termination under this Section shall be entitled to the applicable
warranties provided for such Deliverables set forth in this Agreement.

                                       2

Telcordia may not terminate this Agreement or any Work Statement under this
Agreement, except as provided in this Section 9, or as otherwise agreed upon in
a specific Work Statement."

This amendment shall be effective when signed by the last party and shall
continue until the termination of the Agreement. All of the terms and conditions
of the Agreement, shall remain in full force and effect. This amendment is
incorporated by reference into the Agreement. Each party represents that this
amendment has been signed by their duly authorized representatives.


AGREED BY:


NAP OF THE AMERICAS, INC.                    TELCORDIA TECHNOLOGIES, INC.
TERREMARK WORLDWIDE INC.


By:      /s/ Brian K. Goodkind               By:     /s/ Thelina E. Andersen
   -------------------------------------        --------------------------------
Name:    Brian K. Goodkind                      Name:    Thelina E. Andersen
Title:   Executive Vice President               Title:   Senior Contract Manager
         & Chief Operating Officer
Date:  9-25-00                                  Date:   9-25-00
       ---------------------------------                ------------------


                                       3





                            SCOPE CHANGE CONTROL FORM


This Scope Change No. 2 ("Scope Change') amends the Master Agreement, as
previously amended, Contract No. 20000822JS113827, ("Agreement") between NAP of
the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide,
Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is
effective as of this 30th day of June, 2000 ("Scope Change"). This Scope Change
incorporates all the terms and conditions of the Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: NAPA Payments

         2.       Date of Scope Change: June 30 , 2001

         3.       Originator of Scope Change:             Max Figueroa

         4.       Reason for the Scope  Change:  The parties have agreed to
                  modify billing and payment terms to accommodate new Work
                  Statements.

         5.       Details of the Scope Change (including any specifications): NA

         6.       Implementation timetable of the Scope Change:

The Telcordia Program Office shall provide NAPA with an updated report for
actual outstanding unpaid calculated amounts ("Outstanding Amounts Report") on a
bi-monthly basis (twice per month) which will include the actual fees and
expenses incurred by NAPA for Work Statements executed before May 31, 2001, and
after May 31, 2001. The Telcordia Program Office has also generated a projected
NAPA expense obligation report ("Projected Expense Report") which includes the
estimated fees and expenses for Work Statements executed through May 31, 2001,
including Work Statements 1 through 10 (Attachment A). The parties agree that
the amounts detailed in the Outstanding Amounts Report, Attachment B, shall not
exceed the dollar amounts listed for the corresponding period in the Projected
Expense Report, Attachment A, and that NAPA shall provide payments to Telcordia
to reduce the amounts in the Outstanding Amounts Report to be less than or equal
to the corresponding amounts in Attachment A as described in this amendment.
Based on the Outstanding Amounts Report, Telcordia shall indicate to NAPA when
an additional payment is due, if any, and provide NAPA with written notice
regarding the amount of any necessary payments. NAPA shall pay any amounts
exceeding those listed in the Projected Expense Report (Attachment A) down to a
value equal to or less than the value for the corresponding period. Such payment
will be applied to the oldest outstanding invoice due by NAPA to Telcordia. If
there is a discrepancy between the actual invoice amount and calculated amount
provided to NAPA by the Program Office, the discrepancy will be reconciled in
the next Outstanding Amounts Report.

It is expected that any Telcordia request for an additional payment will be a
payment for a portion of the total outstanding calculated amount due to
Telcordia. NAPA shall pay the amount detailed in the notice via wire transfer
within three (3) business days of receipt of such notice. If NAPA fails to pay
the amount stated in the notice in full within three (3) business days after
receipt or otherwise is in arrears on other payments due to Telcordia, Telcordia
reserves the right to immediately stop work on any Work Statements executed
after May 31, 2001 with no further obligation to NAPA to continue or complete
such Work Statements. Notwithstanding anything stated above, NAPA is required to
continue to make regular payments on all invoices in


accordance with the terms of the Master Agreement, as amended. In addition, all
future Work Statements executed between the parties will be paid in accordance
with the terms of the Master Agreement, as amended,(as were WS 1 through WS 10),
except that all WS will be subject to the terms of this agreement.

         7.       Additional fees or refund, if any, of the Scope Change: NA

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules: NA

         9.       Other Comments:               NA

The parties to this Scope Change agree to the terms of the Agreement, as amended
and further represent that this Scope Change is executed by their respective
authorized representatives in accordance with each parties' established
corporate policy. The parties to this Scope Change further agree that any terms
and conditions of the Agreement, as amended and not modified hereby shall remain
unchanged and in full force and effect.

AGREED BY:
NAP OF THE AMERICAS, INC.                    TELCORDIA TECHNOLOGIES, INC.


By:      /s/ Brian K. Goodkind               By:    /s/ Thelina E. Andersen
   ---------------------------------------         -----------------------------
Name:       Brian K. Goodkind                    Name:  Thelina E. Andersen
Title:      Executive Vice President & COO       Title:  Senior Contract Manager
Date:                                            Date:      7-16-01
      ------------------------------------             -------------------------


                                       2



                                  ATTACHMENT A


                            PROJECTED EXPENSE REPORT
                       FOR SIGNED WORK STATEMENTS #1 - #10


                        (Information as of May 31, 2001)




- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                                                                                                        OUTSTANDING BALANCE
                                                                                                        (Estimates based on
                                                     INVOICE AND INTEREST                             payment terms of net 45
     INVOICE DATE              PAYMENT DATE                AMOUNT              PAYMENT AMOUNT             plus 30 day cure)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                                                                                       
      Invoiced on
        10/4/00                                           $294,495                                        $294,495 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        11/3/00                                           $889,070                                       $1,183,565 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        12/14/00                                          $603,118                                       $1,786,683 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                 12/20/00                                         $294,495               $1,492,188 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         1/4/01                                          $1,005,698                                      $2,497,886 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  1/17/01                                         $889,070               $1,608,816 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         2/8/01                                          $1,079,394                                      $2,688,210 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  2/27/01                                         $603,118               $2,085,092 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         3/5/01                                            $47,126                                       $2,037,966 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        3/15/01                                            $36,691                                       $2,074,658 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
        3/20/01                                           $723,336                                       $2,797,993 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  3/20/01                                        $1,005,698              $1,886,548 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         4/4/01                                          $1,357,666                                      $3,244,214 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                              Payment made on
                                  5/1/01                                         $1,079,394              $2,164,819 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
      Invoiced on
         5/5/01                                          $1,232,186                                      $3,397,006 Actual
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 5/29/01                                        $807,153            $2,589,853 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 6/4/01                                         $1,442,083                                   $4,031,936 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------



                                       3





- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                                                                                                        OUTSTANDING BALANCE
                                                                                                        (Estimates based on
                                                     INVOICE AND INTEREST                             payment terms of net 45
     INVOICE DATE              PAYMENT DATE                AMOUNT              PAYMENT AMOUNT             plus 30 day cure)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                                                                                       
                             Payment Expected
                                on 6/18/01                                       $1,357,666           $2,674,270 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 7/5/01                                         $1,856,127                                   $4,530,397 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 7/18/01                                       $1,232,186           $3,298,211 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 8/3/01                                         $1,334,365                                   $4,632,576 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 8/20/01                                       $1,442,083           $3,190,493 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 9/4/01                                          $786,881                                    $3,977,374 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 9/18/01                                       $1,856,127           $2,121,247 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 10/4/01                                         $566,869                                    $2,688,116 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 10/17/01                                      $1,334,365           $1,353,751 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 11/5/01                                         $566,869                                    $1,920,620 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 11/19/01                                       $786,881            $1,133,739 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 12/4/01                                         $227,219                                    $1,360,958 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 12/18/01                                       $566,869             $794,089 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
    Invoice Expected
       on 1/4/02                                          $227,219                                    $1,021,308 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 1/21/02                                        $566,869             $454,439 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 2/18/02                                        $227,219              $227,219 Projected
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------
                             Payment Expected
                                on 3/20/02                                        $227,219                $0 (Projected)
- ------------------------- ------------------------ ------------------------ ---------------------- ------------------------------



                                       4








              INTEGRATED SOLUTION MANAGEMENT FOR THE NAP OF THE AMERICAS - MIAMI
                                                         WORK STATEMENT NO. 0001

- --------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"),
a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and
Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1.       SCOPE OF SERVICES


Telcordia shall provide the necessary integrated solution management services
("Services") to support NAPA's NAP of the Americas Miami project from inception
through full operations. These integrated solution management services include
planning, scheduling, resourcing and controlling all aspects of the project
during the interim and permanent build-out, deployment and ongoing operations of
the NAP of the Americas - Miami infrastructure. Telcordia shall be using the
services of its parent company, Science Applications International Corporation,
Inc. ("SAIC"). In the balance of this document, Telcordia shall be understood to
mean activities performed by either SAIC, Telcordia, or both.


Telcordia shall provide Services to implement an Integrated Solution Management
Office consisting of the following:

o        Integrated Solution Management Services (project planning, scheduling
         and resourcing)
o        Risk Management
o        Change Management
o        Quality Assurance
o        Project Organization and Staffing
o        Project Control
o        Project Communications
o        Business Process (end-to-end) Validation and Testing

Each of these activities will be a unique task with pre-defined Deliverables.
Deliverables for each task will be reviewed and accepted by NAPA prior to the
completion of subsequent tasks. A project kickoff meeting with NAPA management
will initiate the project, and a project completion meeting will terminate the
project.

2.       DESCRIPTION OF SERVICES


Telcordia shall establish an Integrated Solution Management Office for NAPA's
NAP of the Americas -Miami. The tasks associated with this WS are described as
follows.


1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND SCHEDULING)

A baseline project plan (scheduled tasks with required resources) will be
developed to manage the integrated project based on the business and system
requirements of the NAP of the Americas operations description. All affected
functional work groups will participate in defining the work breakdown
structure, negotiating schedule and resource commitments and agreeing to the
plan.




                                       1


2: RISK MANAGEMENT

Telcordia shall provide a risk management methodology, which will include a plan
for identification and analysis of risk items, mitigation strategies for those
risks (including insurance options), and contingency plans for any unmitigated
risks.


3: CHANGE MANAGEMENT

Telcordia shall provide a change management methodology which will include a
plan for managing, controlling and reporting (a) changes to the project plan
which do not require changes to any WS and (1,) changes to the project plan
which represent a change in scope. These changes to WS scope will be managed
under the change control process, in accordance with Section 9.11 of the Master
Agreement.

Telcordia shall also provide configuration management control of all project
documentation, including baseline and version control.


4: QUALITY ASSURANCE

Telcordia shall provide independent design reviews of key technical Deliverables
to manage technical requirements. Telcordia shall also provide a design review
of the NAP of the Americas business model to confirm that it meets the business
requirements of the NAP of the Americas. If business requirements are not met,
Telcordia shall work with the respective principals toward the corrective action
of such requirements. These design reviews will cover technical quality,
responsiveness to NAP of the Americas requirements and consistency across the
program. In addition, all project documentation and Deliverables will be
reviewed for quality and inform respective principles of any changes required.


5: PROJECT ORGANIZATION AND STAFFING

Telcordia shall provide coordination of staffing plans for all WSs. This
includes the required staff qualifications, timing and recommendations to NAPA
regarding use of its staffing resources where advisable and economical.


6: PROJECT CONTROL

Telcordia shall track the project's progress against approved project plans.
Team will work with principals to take corrective action as necessary to
maintain conformance to the plan. Any changes to the plan will be implemented
via the change control process.


7: PROJECT COMMUNICATIONS PLAN

Telcordia shall develop a project communication plan to establish a full set of
communications processes (meetings and written) to enable adequate interaction
with NAPA personnel, vendors and the full project team, consisting of Telcordia
and NAPA team members. This communications plan will include escalation
procedures for Telcordia and NAPA to resolve issues as required.

As part of the communications plan, Telcordia shall conduct weekly status
meetings with NAPA, addressing progress, corrective actions required and action
item tracking. Monthly status reports will be developed and delivered to NAPA
(electronic and hard copy) for the duration of this WS in support of this status
reporting.




                                       2



8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING

Telcordia shall design, develop and run an end-to-end validation and test of the
overall NAP of the Americas solution, to include the full business process flow,
from order receipt and entry through service provision and billing. This will
cover the major business functions and flows developed for the project. If the
end-to-end validation and testing requirements are not met, Telcordia shall work
with the respective principals toward the corrective action of such validation
and testing.


3.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.


4.       NAPA RESPONSIBILITIES

a) NAPA shall provide Telcordia with a single point of contact empowered to make
decisions related to the Services within one (1) week of contract execution.

b) NAPA shall review Deliverable documents submitted by Telcordia in draft form
and notify Telcordia in writing within ten (10) business days of any
deficiencies in the draft Deliverable document in sufficient detail to enable
Telcordia to make any necessary changes and submit to NAPA in final form. If
NAPA does not respond within ten (10) business days the Deliverable will be
deemed accepted.

c) NAPA shall provide appropriate facilities at NAPA's sole expense for
Telcordia's use at the NAPA site, for the sole purpose of providing NAPA the
Services identified in this WS, for the duration of the Services to be provided
under this WS, including but not limited to, work space, desk, telephones with
outside long distance line, workstation/PC with logins and communications links
to NAPA's network, and access to all necessary systems, buildings and NAPA
personnel. Where practical and at no additional direct cost to Telcordia,
Telcordia facilities will be used from time to time.

d) NAPA shall schedule, arrange, and organize any necessary meetings with NAPA
personnel, as required within a reasonable timeframe.

e) NAPA shall make timely decisions regarding project issues and changes.


Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.

5.       FEES AND PAYMENTS


NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

(a) ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee for
the Services will be approximately US$4,600,000.00 ("Estimated Fee"), excluding
out of pocket expenses and materials. The Estimated Fee is non-binding on
Telcordia, Telcordia shall notify NAPA when it reaches eighty-five percent (85%)



                                       3


of the Estimated Fee. Telcordia shall obtain prior written approval to exceed
the Estimated Fee in the aggregate (fees plus reimbursable expenses). Telcordia
reserves the right to suspend the performance of Services hereunder and toll the
term of this WS until NAPA approves in writing a revised Estimated Fee, if any.

(b)      BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:


         1)       LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below, which rates are represented by Telcordia to
                  be the lowest or equal to the lowest rates charged to any
                  Telcordia customer for consulting and engineering services
                  ("Preferred Pricing"). The rates set forth below will not be
                  increased before January 1, 2002, even if Telcordia increases
                  its Preferred Pricing model. On or after January 1, 2002, NAPA
                  shall be charged the then prevailing Preferred Pricing. The
                  table below is an inclusive rate table and not all job
                  categories will be used in this WS.



                  ------------------------------ -------------------------------------- ---------------------
                  ROLE                           NAP OF THE AMERICAS ROLES              RATE
                  ------------------------------ -------------------------------------- ---------------------
                                                                                  
                  GOVERNANCE                     VP-General Manager                     $315
                  ------------------------------ -------------------------------------- ---------------------
                                                 Program Manager                        $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Project Manager                        $180
                  ------------------------------ -------------------------------------- ---------------------
                                                 Project Controller                     $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Principal                              $315
                  ------------------------------ -------------------------------------- ---------------------
                  CONSULTING                     Principal Consultant                   $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Senior Consultant                      $180
                  ------------------------------ -------------------------------------- ---------------------
                                                 Consultant                             $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Principal                              $315
                  ------------------------------ -------------------------------------- ---------------------
                  ENGINEERING                    Principal Engineer                     $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Senior Engineer                        $180
                  ------------------------------ -------------------------------------- ---------------------
                                                 Engineer                               $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Principal                              $315
                  ------------------------------ -------------------------------------- ---------------------
                  OPERATIONS                     Operations Manager                     $242
                  ------------------------------ -------------------------------------- ---------------------
                                                 Systems Administrator                  $144
                  ------------------------------ -------------------------------------- ---------------------
                                                 Senior Technician                      $120
                  ------------------------------ -------------------------------------- ---------------------
                                                 Technician                             $95
                  ------------------------------ -------------------------------------- ---------------------
                                                 Junior Technician                      $70
                  ------------------------------ -------------------------------------- ---------------------
                                                 Customer Care Representative           $70
                  ------------------------------ -------------------------------------- ---------------------
                                                 Provisioning Specialist                $95
                  ------------------------------ -------------------------------------- ---------------------
                                                 Billing Specialist                     $70
                  ------------------------------ -------------------------------------- ---------------------
                  SUPPORT                        Administration Specialist              $60
                  ------------------------------ -------------------------------------- ---------------------



         2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services.
                  Telcordia shall bill NAPA for these out of pocket expenses at
                  cost on a monthly basis.


Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.

6.       DELIVERABLES


Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format where applicable or as mutually
agreed by the parties.



                                       4


DELIVERABLE 1: INTEGRATED SOLUTION MANAGEMENT SERVICES (PROJECT PLANNING AND
SCHEDULING)

o        Provide a baseline project plan
o        Provide updated performance to project plan

DELIVERABLE 2: RISK MANAGEMENT

o        Provide a risk management plan
o        Provide an updated risk mitigation and contingency implementation
         status

DELIVERABLE 3: CHANGE MANAGEMENT

o        Provide a change management plan
o        Provide an updated change control status
o        Provide a document / configuration management database

DELIVERABLE 4: QUALITY ASSURANCE

o        Conduct network architecture and OSSIBSS design reviews
o        Conduct business model design review
o        Conduct documentation & deliverable quality reviews

DELIVERABLE 5: PROJECT ORGANIZATION AND STAFFING

o        Provide staffing in accordance with WS staffing requirements
o        Conduct weekly status meetings and provide monthly status reports
o        Provide a mutually agreed upon resource plan for the following calendar
         year by September 30th of each year.

DELIVERABLE 6: PROJECT CONTROL

o        Conduct weekly status meetings and provide monthly status reports to
         address progress to plan, changes and corrective actions

DELIVERABLE 7: PROJECT COMMUNICATIONS PLAN

o        Provide a project communications plan
o        Coordinate meetings and provide written reports in accordance with plan
o        Conduct weekly status meetings
o        Provide weekly status meeting minutes/action item tracking
o        Provide monthly status reports

DELIVERABLE 8: BUSINESS PROCESS (END-TO-END) VALIDATION AND TESTING

o        Provide a business processes validation and test plan
o        Provide business processes validation and test report

7.       SCHEDULE OF SERVICES


The term of this WS is August 9, 2000 through December 31, 2001. Thereafter, the
parties agree to an automatic annual renewal unless otherwise agreed upon in
writing.


                                       5


Services will commence upon execution of this WS on the agreed upon worksite in
Miami, and will be in force for the work performance period. The following
schedule is provided for information and planning purposes only until such time
as a detailed project schedule is developed and agreed upon in writing by
Telcordia and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.




     -------------------------------- ----------------------------------------------- -------------------------
             MILESTONE NAME           MILESTONE DESCRIPTION                                ESTIMATED DATE
     -------------------------------- ----------------------------------------------- -------------------------
                                                                                
     Project Kickoff Meeting          Project kickoff meeting will be held between    Within two weeks of
                                      the project managers, project staff, and NAPA   WS execution
                                      management. Attendance of the executive
                                      sponsor is necessary. The project scope,
                                      timeline, Deliverables, and responsibilities
                                      will be reviewed.
     -------------------------------- ----------------------------------------------- -------------------------
     Baseline project plan            Telcordia will work with NAPA to jointly        TBD
                                      develop an integrated baseline project plan
     -------------------------------- ----------------------------------------------- -------------------------
     Project Communications           Telcordia will develop an integrated project    TBD
     Plan                             communications plan
     -------------------------------- ----------------------------------------------- -------------------------
     Weekly status meetings           Telcordia will establish and run weekly status  Weekly
                                      meetings with NAPA, addressing progress,
                                      corrective actions required and action item
                                      tracking.
     -------------------------------- ----------------------------------------------- -------------------------
     Monthly status reports           Telcordia will develop and deliver monthly      Monthly
                                      status reports to NAPA.
     -------------------------------- ----------------------------------------------- -------------------------
     Risk management plan             Telcordia will develop an integrated risk       TBD
                                      management plan
     -------------------------------- ----------------------------------------------- -------------------------
     Change management plan           Telcordia will develop a comprehensive          TBD
                                      change management plan
     -------------------------------- ----------------------------------------------- -------------------------
     Network architecture             Telcordia will conduct a network architecture   TBD
     design reviews                   design review
     -------------------------------- ----------------------------------------------- -------------------------
     OSSIBSS design reviews           Telcordia will conduct an OSSIBSS design        TBD
                                      review
     -------------------------------- ----------------------------------------------- -------------------------
     Business model design            Telcordia will conduct a business model         TBD
     review                           design review
     -------------------------------- ----------------------------------------------- -------------------------
     Business process                 Telcordia will develop a business process       TBD
     validation and test plan         validation and test plan
     -------------------------------- ----------------------------------------------- -------------------------
     Business process                 Telcordia will develop a business process       TBD
     validation and test report       validation and test plan
     -------------------------------- ----------------------------------------------- -------------------------


8.       LOCATION OF SERVICES


Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.




                                       6



9.       TELCORDIA CONTACTS



         TECHNICAL CONTACT                                    ADMINISTRATIVE CONTACT
         -----------------                                    ----------------------
                                                                         
         Beth Morgan                                          Beth Morgan
         Director, Professional Services                      Director, Professional Services
         1200 Brickell Avenue, Suite 1200                     1200 Brickell Avenue, Suite 1200
         Miami, FL 33131                                      Miami, FL 33131
         Telephone:        305-372-7970                       Telephone:        305-372-7970
         Fax:              305-349-2030                       Fax:              305-349-2030
         Email:            mmorgan1@telcordia.com             Email:            mmorgan1@telcordia.com


10.      OTHER TERMS AND CONDITIONS

Acceptance of Services shall be deemed to have occurred upon having performed
such Services.


The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

 AGREED BY:                                    TELCORDIA TECHNOLOGIES, INC.
 NAP OF THE AMERICAS, INC.


 By:      /s/ BRIAN K. GOODKIND                By: /s/ THELINA E. ANDERSEN
          --------------------------------        -----------------------
 Name:    Brian K. Goodkind                    Name:    Thelina E. Andersen
 Title:   Vice President                       Title:   Senior Contract Manager
 Date:    9-1-00                               Date:    9/1/00





                                       7


Telcordia
Technologies
|------------------------
PERFORMANCE FROM EXPERIENCE

               INTERIM PLAN, DESIGN AND BUILD OF THE NAP OF THE AMERICAS - MIAMI
                                                         WORK STATEMENT NO. 0002

- -------------------------------------------------------------------------------
This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"),
a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and
Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1.       SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with the planning, design, and installation of an Internet Network
Access Point ("NAP") network called the NAP of the Americas Miami at an interim
location in Miami ("Interim NAP"). Telcordia shall architect, design and deploy
the Interim NAP as described in this WS. Telcordia shall also design, establish
and operate a temporary Network Operations Center ("NOC") for the Interim NAP.
For establishment and operation of the NOC, Telcordia shall be utilizing the
services of its parent company, Science Applications International Corporation,
Inc. ("SAIC").In the balance of this document, Telcordia shall be understood to
mean activities performed by either Telcordia, SAIC, or both.

Telcordia shall provide the following Professional Services ("Services") to
NAPA:

         o        Plan, design, develop and deploy a prototype network
                  architecture at Telcordia laboratories in Red Bank, NJ to
                  support the initial testing of the Interim NAP network;

         o        Plan, design, develop and deploy the Interim NAP network and
                  operations environment, including the design and layout of the
                  co-location space in the Interim NAP;

         o        Design standard public and private peering arrangements that
                  can be used to enable customers to exchange traffic in the
                  private and/or public peering areas of the NAP;

         o        Install, configure and test of the Network being deployed in
                  the Interim NAP.

2.       DESCRIPTION OF SERVICES

Interim NAP Network Architecture, Design and Deployment Support

Telcordia shall perform the following activities:



     TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS

This document and the confidential information it contains shall be distributed,
touted or made available solely to authorized persons having a need to know
within Telcordia and Terremark, except with written permission of Telcordia.





                        CONFIDENTIAL - RESTRICTED ACCESS

A.       PROTOTYPE NETWORK ARCHITECTURE & DESIGN

         o        Develop an Initial Network Architecture and Design Plan for
                  the Interim NAP. Telcordia shall provide a written report that
                  documents the network architecture to be deployed in the
                  Interim NAP. This document will include high-level network
                  architecture guidelines as well as a detailed Interim NAP
                  network design covering specific network equipment required in
                  the Interim NAP locations. The network architecture design
                  will include a technical description of the services to be
                  provided, including a description of how private and public
                  peering functions will be supported, aspects of Internet
                  Protocol ("IF") routing connectivity including the IP address
                  plan, routing protocol selection, route arbitration and route
                  server functionality, security aspects and other specific
                  features to be provided in the Interim NAP. The Initial
                  Network Architecture and Design will also include a design for
                  the space to be used for collocation applications in the
                  Interim NAP facility.

         o        Telcordia shall develop an Initial Network Operations
                  Architecture Plan to perform the necessary operations and
                  business management functions for the Interim NAP. This
                  document will include high-level network operations
                  architecture guidelines for the operations functions that will
                  be performed in the Interim NAP location.

         o        Telcordia shall develop Standard Public and Private Peering
                  Arrangements that will be used as the basis for the operation
                  of the NAP. The peering agreements shall describe how NAP
                  customers can connect to the public and/or private peering
                  area and the services that they will expect from the Interim
                  NAP.

         o        Telcordia shall install and configure the prototype network
                  and operations environment at its laboratory facilities in Red
                  Bank, New Jersey.

         o        Telcordia shall develop a Prototype Test Plan to test the
                  prototype network. The Prototype Test Plan shall include the
                  processes to be used to verify that the prototype network (i)
                  provides all the functionality required to support the basic
                  services to be provided by the network as specified in the
                  Initial Network Architecture and Design Plan, (ii) provides
                  all the operations functionality specified in the Initial
                  Network Operations Architecture as specified in the Initial
                  Network Operations Architecture Plan, (iii) performs according
                  to the performance requirements described in the detailed
                  service descriptions for the services intended to be offered
                  in the Interim NAP.

         o        Telcordia shall execute the Prototype Test Plan and provide a
                  written report indicating the results of the tests and
                  Telcordia' s recommendations to address any deficiencies found
                  during testing.

B.       DESIGN AND DEPLOYMENT OF THE INTERIM NAP

Telcordia shall provide the following activities:




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         o        Develop a Final Network Architecture and Design Plan for the
                  Interim NAP. Telcordia shall provide a written report that
                  documents the network architecture to be deployed in the
                  Interim NAP. This document will include high-level network
                  architecture guidelines as well as a detailed Interim NAP
                  Network Design covering specific network equipment required in
                  the Interim NAP location. The network architecture design will
                  include a technical description of the services to be
                  provided, including a description of how private and public
                  peering functions will be supported, aspects of I? routing
                  connectivity including the IP address plan, routing protocol
                  selection, route arbitration and route server functionality,
                  security aspects and other specific features to be provided in
                  the Interim NAP. The Final Network Architecture and Design
                  will also include a design for the space to be used for
                  co-location applications in the Interim NAP facility.

         o        Telcordia shall update the Standard Public and Private Peering
                  Arrangements that will be used as the basis for the operation
                  of the Interim NAP. The peering arrangements shall describe
                  how NAP customers can connect to the private and/or public
                  area and the services that they will expect from the Interim
                  NAP.

         o        Telcordia shall develop a Network Operations Architecture Plan
                  to perform the necessary operations and business management
                  functions for the Interim NAP. This document will include
                  high-level network operations architecture guidelines as well
                  as detailed Interim NAP Network Operations processes covering
                  specific operations functions that will be performed in the
                  Interim NAP location.

         o        Telcordia shall provide in writing a Network Integration Test
                  Plan to test the Interim NAP network. The Network Integration
                  Test Plan shall include the processes to be used to verify
                  that the Interim NAP network (i) provides the functionality
                  required to support the basic services to be provided by the
                  network as specified in the Final Network Architecture and
                  Design Plan, (ii) provides the operations functionality
                  specified in the Final Network Operations Architecture Plan,
                  (iii) performs according to the performance requirements
                  described in the detailed service descriptions for the
                  services intended to be offered in the Interim NAP.

         o        Telcordia shall execute the Network Integration Test Plan and
                  provide a written report indicating the results of the tests
                  and Telcordia' s recommendations to address any deficiencies
                  found during testing.

         o        Telcordia shall provide a Configuration Guidelines document
                  for the Interim NAP that documents the steps required to
                  install and configure network equipment. Telcordia shall
                  develop a configuration process based on the requirements of
                  each network element and refer to equipment vendor
                  installation manuals, where available, for details of the
                  specific configuration steps for each network element.

3.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the


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Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.

4.       NAPA RESPONSIBILITIES

(a)      NAPA shall provide Telcordia with a single point of contact empowered
         to make decisions related to the Services within one (1) week of
         contract execution.

(b)      By September 15, 2000, NAPA must identify and make final decisions on
         the contractual arrangement under which NAP customers will lease
         co-location space within the Interim NAP facility including:

         o        Business rules surrounding denial and restoration of service
                  to NAPA's co-location customers;

         o        Detailed service definitions, including billing arrangements,
                  pricing and discount arrangements;

         o        Products and service portfolios NAPA shall offer its
                  customers.

(c)      NAPA must provide:

         o        Assure access as required by Telcordia to facility preparation
                  schedules;

         o        Agreed to commitment dates from the owner of the interim
                  facility including commitments related to improvements that
                  may be necessary to the facility;

         o        Access to NAPA personnel to assist in defining billing,
                  network and service operations;

         o        An interim facility with suitable facility infrastructure
                  (e.g., with adequate power, environmental conditions, and
                  security) as determined jointly by NAPA and Telcordia;

         o        Procedures for escalation of network and customer problems to
                  appropriate NAPA personnel.

(d)      NAPA shall review any Deliverable document submitted by Telcordia in
         draft form and notify Telcordia in writing within ten (10) business
         days of any deficiencies in the draft Deliverable document in
         sufficient detail to enable Telcordia to make any necessary changes and
         submit to NAPA in final form or notify Telcordia of a delay in the
         document review. If a response is not received on the draft Deliverable
         within ten (10) business days, the Deliverable will be deemed accepted
         by NAPA.



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(e)      NAPA shall review and approve proposed Bill of Materials contained in
         Deliverable 1 of WS 0004, Equipment Lease for NAP, before Telcordia
         shall order the necessary Third Party Hardware and Software.

(f)      NAPA shall provide appropriate facilities at NAPA's sole expense for
         Telcordia's use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the duration of the
         Services to be provided under this WS, including but not limited to,
         work space, desk, telephones with outside long distance line,
         workstationlPC with logins and communications links to NAPA's network,
         and access to all necessary systems, buildings and NAPA personnel.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.

5.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

(a)      ESTIMATED AMOUNTS: Telcordia estimates that the fee for the Services
         will be approximately Three Million Dollars (US$3,000,000) ("Estimated
         Fee"), excluding out of pocket expenses and materials. The Estimated
         Fee is non-binding on Telcordia, Telcordia shall notify NAPA when it
         reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall
         obtain prior written approval to exceed the Estimated Fee in the
         aggregate (fees plus reimbursable expenses). Telcordia reserves the
         right to suspend the performance of Services hereunder and toll the
         term of this WS until NAPA approves in writing a revised Estimated Fee,
         if any.

(b)      BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:

         1.       LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below, which rates are represented by Telcordia to
                  be the lowest or equal to the lowest rates charged to any
                  Telcordia customer for consulting and engineering services
                  ("Preferred Pricing"). The rates set forth below will not be
                  increased before January 1, 2002, even if Telcordia increases
                  its Preferred Pricing model. On or after January 1, 2002, NAPA
                  shall be charged the then prevailing Preferred Pricing. The
                  table below is an inclusive rate table and not all job
                  categories will be used in this WS.




                                                       NAP OF THE AMERICAS
                              ROLE                            ROLES                              RATE
                 ------------------------------     -------------------------               --------------
                                                                                           
                  Engineering                               Principal                            $315
                                                       Principal Engineer                        $242
                                                         Senior Engineer                         $180
                                                            Engineer                             $144


         2.       OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited



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                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services
                  and contracted services provided by Third Party Hardware and
                  Software manufacturers, resellers or integrators. Telcordia
                  shall bill NAPA for these out of pocket expenses at cost on a
                  monthly basis.

Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.

6.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties.

DELIVERABLE 1: INITIAL NETWORK ARCHITECTURE AND DESIGN

         o        One (1) written document describing the recommended network
                  architecture and design for the Interim NAP. This deliverable
                  will describe the architecture and design of the prototype
                  network that Telcordia shall deploy at its laboratory
                  facilities in Red Bank, NJ. This document will include
                  high-level network architecture guidelines as well as detailed
                  a Interim NAP Network Design covering specific network
                  equipment required in the Interim NAP locations. The network
                  architecture design will include aspects of IP routing
                  connectivity including the IP address plan, routing protocol
                  selection and specific features to be provided in the Interim
                  NAP. The Initial Network Architecture and Design will also
                  include a design for the space to be used for co-location
                  applications in the Interim NAP facility.

DELIVERABLE 2: STANDARD PUBLIC PEERING ARRANGEMENTS

One (1) written document providing a technical description of the standard
public peering arrangements that will be offered as part of the set of basic
services to be supported by the NAP. The public peering arrangements shall
describe how NAP customers can connect to the public peering area and the
services that they will expect from the Interim NAP.

DELIVERABLE 3: STANDARD PRIVATE PEERING ARRANGEMENTS

One (1) written document providing a technical description of the standard
private peering arrangements that will be offered as part of the set of basic
services to be supported by the NAP. The private peering arrangements shall
describe how NAP customers can connect to the private peering area and the
services that they will expect from the Interim NAP.

DELIVERABLE 4: TEST PLAN FOR PROTOTYPE NETWORK

One (1) written prototype test plan that shall include the processes to be used
to verify that the prototype network (i) provides all the functionality required
to support the basic services to be provided by the network, (ii) provides all
the operations functionality specified in the initial network operations
architecture, (iii) performs according to the performance requirements described
in the detailed service descriptions for the services intended to be offered in
the Interim NAP.



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DELIVERABLE 5: TEST RESULTS AND RECOMMENDATIONS

One (1) written report indicating the results of the execution of the prototype
test plan and Telcordia's recommendations to address any deficiencies found
during testing.

DELIVERABLE 6: FINAL NETWORK ARCHITECTURE AND DESIGN PLAN FOR INTERIM NAP

         o        One (1) written report that documents the network architecture
                  to be deployed in the Interim NAP. This document will include
                  high-level network architecture guidelines as well as detailed
                  Interim NAP Network Design covering specific network equipment
                  required in the Interim NAP locations. The network
                  architecture plan shall incorporate the lessons learned in the
                  testing of the prototype network. The network architecture
                  design will include aspects of IP routing connectivity
                  including the IF address plan, routing protocol selection and
                  specific features to be provided in the Interim NAP. The
                  Initial Network Architecture and Design will also include a
                  design for the space to be used for co-location applications
                  in the Interim NAP facility.

DELIVERABLE 7: UPDATED STANDARD PUBLIC PEERING ARRANGEMENTS

One (1) written update of the Standard Public Peering Arrangements that will be
used as the basis for the operation of the Interim NAP. The Standard Public
Peering Arrangements shall describe how NAP customers can connect to the public
peering area and the services that they will expect from the Interim NAP.

DELIVERABLE 8: UPDATED STANDARD PRIVATE PEERING ARRANGEMENTS

One (1) written update of the Standard Private Peering Arrangements that will be
used as the basis for the operation of the Interim NAP. The Standard Private
Peering Arrangements shall describe how NAP customers can connect to the private
peering area and the services that they will expect from the Interim NAP.

DELIVERABLE 9: NETWORK INTEGRATION TEST PLAN

One (1) written document describing the Network Integration Test Plan to be used
to test the Interim NAP network. The Network Integration Test Plan shall include
the processes to be used to verify that the Interim NAP network (i) provides the
functionality required to support the basic services to be provided by the
network, (ii) provides the operations functionality specified in the initial
network operations architecture, (iii) performs according to the performance
requirements described in the detailed service descriptions for the services
intended to be offered in the Interim NAP.

DELIVERABLE 10: NETWORK INTEGRATION TEST RESULTS

One (1) written document describing the results of the Network Integration Test
Plan. This Deliverable shall indicate the results of the network integration
test and Telcordia's recommendations to address any deficiencies found during
testing.




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DELIVERABLE 11: CONFIGURATION GUIDELINES DOCUMENT

One (1) written document for the Interim NAP that documents the steps required
to install and configure network equipment. Telcordia shall develop a
configuration process based on the requirements of each network element and
refer to equipment vendor installation manuals, where available, for details of
the specific configuration steps for each network element.

DELIVERABLE 12: INITIAL NETWORK OPERATIONS PLAN

One (1) written document describing an initial Network Operations Architecture
Plan to perform the necessary network operations functions for the Network
Operations Center at Interim NAP. This document will include high-level network
operations architecture guidelines as well as detailed Interim NAP Network
Operations methods and procedures covering specific operations functions that
will be performed in the Interim NAP locations.

DELIVERABLE 13: FINAL NETWORK OPERATIONS PLAN

One (1) written document describing a Final Network Operations Architecture Plan
to perform the necessary network operations functions for the Network Operations
Center at the Interim NAP. This document will include high-level network
operations architecture guidelines as well as detailed Interim NAP Network
Operations methods and procedures covering specific operations functions that
will be performed in the Interim NAP locations.

7. SCHEDULE OF SERVICES

The term of this WS is August 9, 2000 through July 31, 2001.

The following schedule is provided for information and planning purposes only
until such time as a detailed project schedule is developed and agreed upon in
writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree
to work cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.



                                            MILESTONE                                         ESTIMATED DATE *
                                            ---------                                         ----------------
                                                                                       
1.         Execution of WS                                                                   September 1, 2000
2.         Telcordia delivers Initial Network Architecture and Design                        September 8, 2000
3.         Telcordia delivers Standard Public and Private Peering Arrangements               September 15, 2000
4.         Telcordia completes installation and configuration of the prototype network
           and operations environment                                                        September 29, 2000
5.         Telcordia delivers Test Plan for Prototype Network                                September 22, 2000
6.         Telcordia delivers test Plan for Prototype Network                                September 22, 2000



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                                            MILESTONE                                         ESTIMATED DATE *
                                            ---------                                         ----------------
                                                                                       
7.         Telcordia delivers Final Network Architecture and Design Plan for Interim
           NAP                                                                               September 29, 2000
8.         Telcordia delivers updated Standard Public and Private Peering Arrangements       October 6, 2000
9.         Telcordia delivers Network Integration Test Plan                                  October 13, 2000
10.        Telcordia completes installation and configuration of the Interim NAP
           network and operations environment                                                October 20, 2000
11.        Interim NAP network and operations environment ready for network
           integration test                                                                  October 27, 2000
12.        Telcordia delivers Network Integration Test Results                               November 10, 2000
13.        Interim NAP network and operations center is ready for service                    November 20, 2000


- ----------------------
* Estimated dates may vary and may be dependant upon input by NAPA.

8. LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.

9. TELCORDIA CONTACTS

TECHNICAL CONTACT
Richard Nici
Director, Broadband Networking and eBusiness
331 Newman Springs Rd.
Red Bank, NJ 07701
Telephone: 732-758-5447
Fax: 732-7584177
Email: rnici@telcordia.com

ADMINISTRATIVE CONTACT
Max Figueroa
General Manager, Broadband Networking and eBusiness
331 Newman Springs Rd.
Red Bank, NJ 07701
Telephone: 732-758-2218
Fax: 732-758-4177
Email: mfiguero@telcordia.com

10.      OTHER TERMS AND CONDITIONS

(a)      Acceptance of Services

Acceptance of Services shall be deemed to have occurred upon having performed
such Services.





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The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:

NAP OF THE AMERICAS, INC.                  TELCORDIA TECHNOLOGIES, INC.

By:    /s/ Brian K. Goodkind            By:    /s/ Thelina Andersen
       ---------------------                   --------------------------------

Name:  Brian K. Goodkind                Name:  Thelina Andersen
Title: Vice President                   Title: Senior Contract Manager
Date:  9-1-00                           Date:  9-1-00





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             INTERIM DEPLOYMENT AND OPERATION OF THE NAP OF THE AMERICAS - MIAMI
                                                         WORK STATEMENT NO. 0003

- --------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Master Agreement dated as of
August 9, 2000 ("Master Agreement") between NAP of the Americas, mc, a wholly
owned subsidiary of Terrernark Worldwide, Inc. ("Terremark") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services
under the terms and conditions of the Master Agreement and any additional terms
contained in this WS.


1.       SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with operation of an Internet Network Access Point ("NAP") network
called the NAP of the Americas Miami at an interim location in Miami ("Interim
NAP"). For operation of the Network Operation Center ("NOC"), Telcordia shall be
using the services of its parent company, Science Applications International
Corporation, Inc. ("SAIC"). As described in this WS, SAIC shall provide the
Services necessary to set up a data center in SAIC facilities in San Diego,
California ("Data Center"). In the balance of this document, Telcordia shall be
understood to mean activities performed by either SAIC, Telcordia, or both.

a)       Telcordia shall provide Professional Services to NAPA to define
         operation processes for service negotiation, service activation,
         service assurance, and billing for the Interim NAP. These processes
         shall be designed to support the following basic services offerings:

         o        Basic Public Peering Services, including providing a
                  connection to the NAP network supporting public peering and
                  route arbitration services;

         o        Basic Private Peering Services, including providing a direct
                  connection between NAP customers through a cross-connect
                  switch;

         o        Basic Co-location Services, including the rental of space in
                  the NAP. Telcordia shall administer contractual arrangements
                  on behalf of NAPA. NAPA shall own the co-location space and
                  shall own the contractual arrangements regarding the leasing
                  of space in the facility;

         o        Equipment Monitoring includes the monitoring of the health of
                  the equipment in the NAP, equipment remotely connected to the
                  NAP facility, and circuits connected to the NAP. This
                  monitoring will detect equipment failures and troubles, notify
                  the customer of such troubles and provide services to resolve
                  the problem.

         o        Management services for customer equipment and facilities

                  o        1)  Service level monitoring for private peering;

                  o        2)  Internet access;

                  o        3)  Per port firewalls;

                  o        4)  Server health monitoring;

                  o        5)  Device level monitoring, and;

                  o        6)  Custom solutions involving premise wiring.





b)       Telcordia shall provide the following operational support:

         o        Maintenance of operational preparedness of personnel through
                  on-going training;

         o        Test and acceptance of hardware, software, and methods and
                  procedures ("M&Ps") relative to conformance to operational
                  requirements, including end-to-end testing;

         o        Conform to vendor warranty specific requirements as identified
                  in the M&Ps, and;

         o        Develop non-network security provisions and related M&Ps.


2.       DESCRIPTION OF SERVICES

2.1      INTERIM NAP SERVICE OPERATIONS

For each service defined in section 1(a) that will be deployed in the Interim
NAP, Telcordia shall develop operation functions, process flows and M&Ps for
service negotiation, service activation, service assurance and network creation
for the Interim NOC.

2.2      OPERATIONS SUPPORT

Using the Interim Network and Service Operations M&Ps, Telcordia shall provide
the following operations support services throughout the term of this WS:

         o        Perform routine systems maintenance functions (e.g., data
                  backups, archiving, report generation, and other related
                  activities);

         o        Develop and maintain a comprehensive Oracle data base for
                  network inventory, including hardware, software, software
                  configurations, circuits, hot standby equipment, operational
                  personnel contacts, vendor identifications, vendor warranty
                  data elements, and vendor contacts for providing logical and
                  physical network drill-down displays in support of operational
                  functions;

         o        Disaster recovery will include off-site storage of critical
                  software/backup databases, and does not include any off-site
                  Interim NAP backup computer hardware or software to provide
                  continued operations because no such backup system is
                  anticipated;

         o        Maintenance and administration of the equipment included in
                  the Interim NAP;

         o        Assist NAPA with configuration management and vendor
                  management of NAPA network/NOC Third Party Hardware/Third
                  Party Software elements, and;

         o        Develop NOC M&Ps for backup and restoration, problem
                  escalation and notification, account creation, and upgrade
                  procedures.

2.3      SETUP OF INTERIM BILLING PROCESS IN DATA CENTER

Telcordia shall develop M&Ps and implement the setup of billing processes as
follows:

         o        One discount level;

         o        Invoice creation and mailing;

         o        Integration of billing functions with NAPA' s accounting
                  system;




                                       2


         o        Billing to be based on port speed parameters;

         o        Billing for private peering to be optionally provided;

         o        Customer throughput measurements to be collected and reported;

         o        Flat rate payment plans for customer billing with support of
                  discounting either at the package level or invoice level, and;

         o        Reports to be provided on the web.

2.4      SETUP OF CUSTOMER CARE IN DATA CENTER

Telcordia shall develop M&Ps and implement the setup of Customer Care procedures
for customer contacts as follows:

         o        Sales ordering and sales support

         o        Sales and marketing

         o        Trouble ticketing

         o        Billing related communications

2.5      SETUP OF NETWORK OPERATIONS CENTER IN THE DATA CENTER

Telcordia shall develop M&Ps and implement the setup of the following NOC
functions:

         o        Service negotiation

         o        Service activation and provisioning

         o        Service assurance

         o        Customer service activation for customer database additions,
                  deletions and modifications.

         o        Monitoring of all elements connected to the NAP

         o        Trouble recognition, resolution, and escalation

         o        Monitoring and management of private servers and elements as
                  optionally requested

2.6      JOINTLY DEVELOP PROCEDURES WITH NAPA

Telcordia shall perform the following joint developments with NAPA for operation
of the Interim NOC:

         o        Establish procedures to support the resolution of network and
                  service problems;

         o        Develop business rules addressing NAPA' s denial and
                  restoration of service to its customers;

         o        Identify services offered to NAPA' s carriers and internet
                  service providers (ISPs);

         o        Identify methods and procedures for service negotiation with
                  external carriers and ISPs, and;

         o        Develop integration procedures with NAPA accounting systems.


                                       3


3.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance, of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.


4.       NAPA RESPONSIBILITIES

a)       NAPA shall provide Telcordia with a single point of contact empowered
         to make decisions related to the Services within one (1) week of
         contract execution.

b)       NAPA must identify and make final decisions on the contractual
         arrangement under which NAP customers will lease co-location space with
         input from Telcordia, within the Interim NAP facility including:

         o        Business rules surrounding denial and restoration of service
                  to NAPA' s co-location customers;

         o        Detailed service definitions, including billing arrangements,
                  pricing and discount arrangements;

         o        Products and service portfolios NAPA shall offer its
                  customers, and;

         o        Accounting file interfaces for integrating with NAPA systems.

c)       Further, throughout the term of this WS, NAPA must provide:

         o        Assure access as required by Telcordia to facility preparation
                  schedules;

         o        Agreement to commitment dates from the owner of the interim
                  facility including commitments related to improvements that
                  may be necessary to the facility;

         o        Access to NAPA personnel to assist in defining billing,
                  network and service operations, including the integration with
                  NAPA accounting systems;

         o        An interim facility with suitable facility infrastructure
                  (e.g., power, HVAC, fire suppression, and security) as
                  determined jointly by NAPA and Telcordia, and;

         o        Procedures for escalation of network and customer problems to
                  appropriate NAPA personnel.

d)       NAPA shall provide appropriate facilities at NAPA' s sole expense for
         Telcordia' s use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the term of this WS,
         including but not limited to, work space, desk, telephones with outside
         long distance line. workstation/PC with logins and comrriunications
         links to NAPA's network, and access to all necessary systems, buildings
         and NAPA personnel. Where practical and at no additional direct cost to
         Telcordia, Telcordia facilities will be used from time to time.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.




                                       4


5.       ASSUMPTIONS

In addition to any assumptions specified in the Sections above, Telcordia has
based its estimates for the performance of the Services on the following
assumptions. Changes to these assumptions may change Telcordia's estimates of
the performance of Services, and such changes will be managed in accordance with
Section 9.11 the Master Agreement.

         o        For the term of this WS, Telcordia requires 24 hour, 7 day a
                  week access to the interim facility, inclusive of holidays;

         o        For the term of this WS, Operations support coverage for NOC
                  operations, help desk and Call Center will be provided seven
                  (7) days per week, twenty four (24) hours per day, inclusive
                  of holidays;

         o        Back-office business systems support ("BSS") will be provided
                  twelve (12) hours per day, five (5) days per week, exclusive
                  of holidays;

         o        Operations support systems ("OSS") and BSS system components
                  will not be integrated during the term of this WS;

         o        The number of customers in the Interim NAP is expected to be
                  no greater than fifteen (25) customers;

         o        A Port is defined as a physical connection to an Interim NAP
                  edge device or comparable equipment;

         o        Forty-five (45) trouble calls per port per year at the Call
                  Center are anticipated;

         o        Staffing levels of the Call Center is based on the following:

                  o        50% of the calls will be resolved by the Call Center
                           personnel;

                  o        20% of the calls will be referred to the sales
                           organization;

                  o        10% of the calls will be referred to the OSS help
                           desk in the Data Center, and;

                  o        20% of the calls will be referred to the BSS help
                           desk in the Data Center;

         o        All calls into the Call Center are assumed to be voice only
                  (no fax/email calls);

         o        Call Center will provide services for ordering, trouble
                  ticketing, sales & marketing, and billing;

         o        Call Center services will not provide interactive voice
                  response, and;

         o        Redundant NOC facilities are not provided in the interim
                  system.

         o        The processes developed for the Interim NAP shall be
                  transferable to the permanent NAP.


6.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services on a time and materials basis.

         (a)      ESTIMATED AMOUNTS: Telcordia estimates that the Time and
                  Material fee for the Services will be approximately
                  US$4,100,000.00, ("Estimated Fee"), excluding out of pocket
                  expenses and materials. The Estimated Fee is non-binding on
                  Telcordia, Telcordia shall notify NAPA when it reaches



                                       5


                  eighty-five percent (85%) of the Estimated Fee. Telcordia
                  shall obtain prior written approval to exceed the Estimated
                  Fee in the aggregate (fees plus reimbursable expenses).
                  Telcordia reserves the right to suspend the performance of
                  Services hereunder and toll the term of this WS until NAPA
                  approves in writing a revised Estimated Fee, if any.

         (b)      BILLING: NAPA shall pay Telcordia for the Services on the
                  following basis:

                  1)       LABOR: All labor shall be reimbursed on an hourly
                           basis, based on the actual hours incurred multiplied
                           by the hourly rates as set forth below, which rates
                           are represented by Telcordia to be the lowest or
                           equal to the lowest rates charged to any Telcordia
                           customer for consulting and engineering services
                           ("Preferred Pricing"). The rates set forth below will
                           not be increased before January 1, 2002, even if
                           Telcordia increases its Preferred Pricing model. On
                           or after January 1, 2002, NAPA shall be charged the
                           then prevailing Preferred Pricing. The table below is
                           an inclusive rate table and not all job categories
                           will be used in this WS.




                                                     NAP OF THE AMERICAS
                  -------------------------------------------------------------------------------------------
                  ROLE                        NAP OF THE AMERICAS ROLES                      RATE
                  --------------------------- ----------------------------------- ---------------------------
                                                                                     
                  GOVERNANCE                  VP-General Manager                             $315
                  --------------------------- ----------------------------------- ---------------------------
                                              Program Manager                                $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Project Manager                                $180
                  --------------------------- ----------------------------------- ---------------------------
                                              Project Controller                             $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Principal                                      $315
                  --------------------------- ----------------------------------- ---------------------------
                  CONSULTING                  Principal Consultant                           $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Senior Consultant                              $180
                  --------------------------- ----------------------------------- ---------------------------
                                              Consultant                                     $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Principal                                      $315
                  --------------------------- ----------------------------------- ---------------------------
                  ENGINEERING                 Principal Engineer                             $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Senior Engineer                                $180
                  --------------------------- ----------------------------------- ---------------------------
                                              Engineer                                       $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Principal                                      $315
                  --------------------------- ----------------------------------- ---------------------------
                  OPERATIONS                  Operations Manager                             $242
                  --------------------------- ----------------------------------- ---------------------------
                                              Systems Administrator                          $144
                  --------------------------- ----------------------------------- ---------------------------
                                              Senior Technician                              $120
                  --------------------------- ----------------------------------- ---------------------------
                                              Technician                                     $95
                  --------------------------- ----------------------------------- ---------------------------
                                              Junior Technician                              $70
                  --------------------------- ----------------------------------- ---------------------------
                                              Customer Care Representative                   $70
                  --------------------------- ----------------------------------- ---------------------------
                                              Provisioning Specialist                        $95
                  --------------------------- ----------------------------------- ---------------------------
                                              Billing Specialist                             $70
                  --------------------------- ----------------------------------- ---------------------------
                  SUPPORT                     Administration Specialist                      $60
                  --------------------------- ----------------------------------- ---------------------------



                  2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall
                           reimburse Telcordia for all reasonable out-of-pocket
                           expenses incurred in connection with the Services,
                           including, but not limited to, travel, lodging,
                           meals, telephone, all materials purchased by
                           Telcordia exclusively for use in performing the
                           Services Telcordia shall bill NAPA for these out of
                           pocket expenses at cost on a monthly basis.



                                       6


Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement.


7.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties.

DELIVERABLE 1: INITIAL NETWORK OPERATIONS PLAN

One (1) written document describing an initial network operations architecture
plan to perform the necessary operations and business management functions for
the Interim NAP. This document will include high-level network operations
architecture guidelines as well as detailed Interim NAP Network Operations
processes covering specific operations functions that will be performed in the
Interim NAP locations.

DELIVERABLE 2: CUSTOMER CARE METHODS AND PROCEDURES

The M&Ps for customer care will be provided via detailed, written documentation
and will include the following items: service negotiation procedures, service
activation procedures, service assurance procedures and network creation
procedures.

DELIVERABLE 3: BILLING M&PS

The M&Ps for billing will include the production and mailing of monthly invoices
based on information collected regularly from the operation.

DELIVERABLE 4: NETWORK OPERATIONS REPORTS

One (1) monthly written document for each of the following documentation for the
operations support activities:

         o        Configuration status accounting reports, with a list of each
                  item in the network and its status, in an electronic format;

         o        Throughput reports for loading analysis, and;

         o        Downtime reports.

DELIVERABLE 5: NOC M&PS

One (1) written document describing the NOC methods and procedures for backup
and restoration of key data, trouble and failure escalation and notification as
well as account creation and account maintenance.





                                       7




8.       SCHEDULE OF SERVICES

The term of this WS is August 9, 2000 through August 1, 2001.

This WS will commence upon the execution of both parties at the agreed upon
worksite in Miami, and will be in force for the work performance period or as
mutually agreed upon by the parties in writing. The following schedule is
provided for information and planning purposes only until such time as a
detailed project schedule is developed and agreed upon in writing by Telcordia
and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.



                --------------------------------------------- ----------------------------------------
                           MILESTONE DESCRIPTION                          ESTIMATED DATE
                --------------------------------------------- ----------------------------------------
                                                            
                Initial Operations Plan                       Sept. 19, 2000
                --------------------------------------------- ----------------------------------------
                Customer Care M&Ps                            Sept. 30, 200
                --------------------------------------------- ----------------------------------------
                Billing M&Ps                                  Nov. 30, 2000
                --------------------------------------------- ----------------------------------------
                Network Operations Reports                    Monthly beginning Feb. 1, 2001
                --------------------------------------------- ----------------------------------------
                NOC M&Ps                                      Nov. 30, 2000
                --------------------------------------------- ----------------------------------------
                Commencement of Interim NAP                   January 1, 2001
                --------------------------------------------- ----------------------------------------


9.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
letcorcila shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.


10.      TELCORDIA CONTACTS




         TECHNICAL CONTACT                                    ADMINISTRATIVE CONTACT
         -----------------                                    ----------------------
                                                                         
         Gary D. Schilling                                    Beth Morgan
         SAIC                                                 Director, Professional Services
         10260 Campus Pt. Drive, M/S E2-B                     1200 Brickell Avenue, Suite 1200
         San Diego, CA 92121                                  Miami, FL 33131
         Telephone:        858-826-9889                       Telephone:        305-372-7970
         Fax:              858-826-9339                       Fax:              305-349-2030
         Email:            gary.d.shilling@saic.com           Email:            mmorgan1@telcordia.com




11.      OTHER TERMS AND CONDITIONS

a)       ACCEPTANCE OF SERVICES

Acceptance of Professional Services shall be deemed to have occurred upon having
performed such Services.




                                       8



The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

         AGREED BY:                          TELCORDIA TECHNOLOGIES, INC.
         NAP OF THE AMERICAS, INC.
         By:   /s/ BRAIN K. GOODKIND         By:  /s/ THELINA E. ANDERSEN
               -----------------------          --------------------------
         Name:    Brian K. Goodkind          Name:    Thelina E. Andersen
         Title:   Vice President             Title:   Senior Contract Manager
         Date:    9-1-00                     Date:    9/1/00




                                       9

Technologies
Performance from Experience

                                          HARDWARE AND SOFTWARE RENTAL AGREEMENT
                             AND PROCUREMENT SUPPORT FOR THE NAP OF THE AMERICAS
                                                         WORK STATEMENT NO. 0004
                                                             CONTRACT NO. 0NAP04

- -------------------------------------------------------------------------------


This Work Statement ("WS") is issued under the Master Agreement, as amended
dated September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide
the following Services under the terms and conditions of the Master Agreement,
as amended and any additional terms contained in this WS.

1.       DEFINITIONS

(a) "HARDWARE" means any item of equipment described in this WS to be provided
by Telcordia to NAPA for the fees as set forth herein.

(b) "SOFTWARE" means any software described in this WS to be provided by
Telcordia to NAPA for the fees as set forth herein.

(c) "TELCORDIA PROVIDED HARDWARE AND SOFTWARE" means any hardware and software
provided by Telcordia to support the operation of the Interim NAP. Telcordia
Provided Hardware and Software shall include all components necessary to support
and operate up to fifty (50) peering connections into the Interim NAP. Any
Hardware or Software required to support expansion beyond fifty (50) peering
connections will be provided by NAPA at its sole expense. The Telcordia Provided
Hardware and Software is intended to support the initial operations of the
Interim NAP and includes equipment previously owned by Telcordia as well as
equipment purchased by Telcordia that will be provided to NAPA for a monthly
rental fee as part of this WS. The Telcordia Provided Hardware and Software is
not inclusive of all of the Hardware and Software required to support the
Interim NAP if the volume exceeds fifty (50) peering connections.

2. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide NAPA with services associated
with NAPA's procurement of Hardware and Software ("Services") to be used in the
operation of an Internet Network Access Point ("NAP") called the NAP of the
Americas. The NAP of the Americas will initially be in operation at an interim
facility in Miami ("Interim NAP"). Subsequently, the operation of the NAP of the
Americas will move to its permanent location at the Technology Center of the
Americas in Miami ("Permanent NAP").

a) Interim NAP






For the Interim NAP, Telcordia shall provide the following Services:

      o  Telcordia shall provide the Telcordia Provided Hardware and Software
         and recommend any additional Hardware and Software that should be
         procured for of the Interim NAP if the peering volume exceeds fifty
         (50) ports. Initial deployment of the Interim NAP is estimated to occur
         approximately in December 2000. Telcordia shall be responsible for the
         cost of the Telcordia Provided Hardware and Software maintenance
         contracts.

      o  Telcordia shall provide Telcordia Provided Hardware and Software
         components necessary for operation of the Interim NAP for up to fifty
         (50) peering connections. Any Hardware and Software required to support
         expansion beyond fifty (50) peering connections will be provided by
         NAPA at its sole expense.

      o  Telcordia shall provide two (2) Quarterly Bill of Materials that will
         describe Telcordia's recommended list of Hardware and Software
         necessary for the operation of the Interim NAP during the first and
         second quarters of 2001 if the peering volume in the Interim NAP so
         requires.

b)       Permanent NAP

For the Permanent NAP, Telcordia shall provide the following Services:

      o  Telcordia shall recommend and identify the Hardware and Software
         necessary for deployment in the Permanent NAP in a Quarterly Bill of
         Materials. The Hardware and Software Components will be justified based
         upon a mutually agreed upon set of business metrics including
         forecasted service volumes and provisioning guidelines. Once the
         Quarterly Bill of Materials has been agreed to by NAPA, NAPA shall be
         responsible for purchasing the Hardware and Software.

      o  Telcordia will assist NAPA in managing the procurement, delivery,
         installation and commissioning process for the Hardware and Software
         contained in the Quarterly Bill of Materials.

      o  Telcordia will assist NAPA in managing Hardware and Software vendor
         support contracts and arrange for vendor support and maintenance
         services. NAPA is responsible for the cost of Hardware and Software
         maintenance contracts from manufacturers as part of the procurement
         process for the Hardware and Software.

3.       DESCRIPTION OF SERVICES

Telcordia shall perform the following activities:

As described in WS 0002, Telcordia shall deploy the network and operations
environment for the NAP of the Americas in an interim facility which has been
designated by NAPA with Telcordia's assistance.



                                       2


To support the deployment of the Interim NAP, Telcordia shall provide the
following Services:

      -- Telcordia shall provide Telcordia Provided Hardware and Software. The
         initial deployment of the Interim NAP is estimated to occur in December
         2000 and contain approximately fifty (50) peering connections. Any
         Hardware and Software required to support expansion beyond fifty (50)
         peering connections will be provided by NAPA at its sole expense.

      -- Telcordia shall ship, at NAPA's expense, Telcordia Provided Hardware
         and Software to the Interim NAP site in Miami, Florida.

      -- Telcordia shall provide, for the monthly rental fee set forth below,
         the Telcordia Provided Hardware and Software for NAPAs use in the
         Interim NAP. At the end of the rental period, Telcordia shall ship, at
         NAPAs expense, Telcordia Provided Hardware and Software to Telcordia's
         facilities in New Jersey.

      -- To support the operation of the Interim NAP beyond the Telcordia
         Provided Hardware and Software, which will support up to fifty (50)
         peering connections, Telcordia shall provide a Quarterly Bill of
         Materials which will contain Telcordia's proposed Hardware and Software
         requirements for the operation of the Interim NAP. It is estimated that
         two (2) Bill of Materials will be provided by Telcordia for the
         operation of the Interim NAP, one (1) Initial Bill of Materials to
         support the operation of the Interim NAP during the first quarter of
         2001 and one (1) Quarterly Bill of Materials to support the operation
         of the Interim NAP during the second quarter of 200l. [

      -- Telcordia shall coordinate with the equipment vendors regarding the
         delivery schedule the accuracy of Hardware and Software shipments.

      -- Telcordia shall arrange for the necessary support from the selected
         Hardware and Software manufacturers to support the installation,
         configuration, troubleshooting and upgrading of the NAP network. NAPA
         is responsible for the cost of support services from the vendors as
         part of the procurement process, which support is expected to be paid
         for by NAPA as part of the procurement of Hardware and Software, except
         for those support services associated with Telcordia Provided Hardware
         and Software, which are Telcordia's responsibility.

      o  To support the operation of the Permanent NAP, Telcordia shall provide
         the following Services:

      -- Telcordia shall provide a Quarterly Bill of Materials describing the
         Hardware and Software that Telcordia recommends for deployment in the
         Permanent NAP during the three (3) month term of the Quarterly Bill of
         Materials. The Quarterly Bill of Materials shall be substantially in
         the form illustrated in Exhibit A and should include information such
         as the justification for the expected Hardware and Software



                                       3


         requirements, an identification of the Hardware and Software components
         recommended by Telcordia and an estimate of Telcordia' s price of the
         proposed Hardware and Software components, which shall be no more than
         15% above Telcordia's cost. It is estimated that the justification of
         the proposed Hardware and Software components will be based upon a set
         of business metrics jointly developed and agreed upon by Telcordia and
         NAPA. An example of such business metrics is the forecasted customer
         volume expected in the Permanent NAP during the three (3) month term of
         the Quarterly Bill of Materials.

      -- Telcordia shall assist with the coordination of the equipment vendors
         regarding the delivery schedule the accuracy of Hardware and Software
         shipments.

      -- Telcordia shall assist with the arrangement of the necessary support
         from the selected Hardware and Software manufacturers to support the
         installation, configuration, troubleshooting and upgrading of the NAP
         network. NAPA is responsible for arranging for support services from
         the vendors as part of the procurement process.

4.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, the scope of the Services and Deliverables,
if any, to be provided by Telcordia hereunder does not include any work relating
to the Year 2000 Computer Problem, as defined in SECTION 1.4 of the Master
Agreement, as amended, including, but not limited to, any Year 2000 analyses,
assessment, remediation, testing or any other Services or Deliverables related
to the Year 2000 Computer Problem.

5.       NAPA'S RESPONSIBILITIES

a)       NAPA shall accept the Telcordia Provided Hardware and Software upon its
         delivery. NAPA shall be responsible for any Hardware and Software
         required to support an expansion beyond fifty (50) peering connections
         in the Interim NAP at its sole expense.

b)       NAPA shall review and approve any Quarterly Bill of Materials. NAPA
         acknowledges that timely approval of the Quarterly Bill of Materials is
         necessary for Telcordia to comply with the Schedule of Services in this
         and/or related Work Statements. NAPA shall review and approve the
         Quarterly Bill of Materials within five (5) business days of the
         submission of the Quarterly Bill of Materials by Telcordia. NAPA
         acknowledges that delays in its review and approval of the Quarterly
         Bill of Materials can result in schedule delays and/or additional fees,
         if any, on the Services that Telcordia is committed to provide as part
         of this WS or other WSs associated with the Permanent NAP.

c)       NAPA shall provide appropriate facilities at NAPA' s sole expense for
         Telcordia's use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the duration of the
         Services to be provided under this WS, including but not limited to,
         work space, desk, telephones with outside long distance line,
         workstation/PC with logins and communications links to NAPA's network



                                       4


         and the internet, and prompt access to all necessary systems, buildings
         and NAPA personnel. Where practical and at no additional direct cost to
         Telcordia, Telcordia facilities will be used from time to time.

d)       Upon its approval of the Quarterly Bill of Materials, NAPA shall
         procure such Hardware and Software identified in the Quarterly Bill of
         Materials (or substantial equivalent, as jointly determined and agreed
         upon by NAPA and Telcordia, to that so listed). NAPA will review and
         approve the Quarterly Bill of Materials within five (5) business days
         of the delivery of the Quarterly Bill of Materials by Telcordia. NAPA
         acknowledges that delays in its ordering of the Hardware and Software
         components included in the approved Quarterly Bill of Materials can
         result in schedule delays of the Services that Telcordia is committed
         to provide as part of this WS or other WSs associated with the
         Permanent NAP or additional fees, if any.

e)       NAPA shall pay for the cost of support services from Hardware and
         Software vendors as part of the procurement process.

6.       FEES AND PAYMENTS

NAPA shall pay Telcordia on the basis of (i) a time and materials estimate for
the Services, and (ii) a monthly rental fee for the Telcordia Provided Hardware
and Software as described below. The fees will be calculated as follows:

a)       ESTIMATED FEES: NAPA shall pay Telcordia the following fees:

         1)       ESTIMATED AMOUNTS: Telcordia estimates that the time &
                  materials fee for the Services set forth in SECTION 3 will be
                  approximately Two Hundred Eighty Two Thousand Dollars
                  ($282,000), excluding out of pocket expenses and materials.
                  This estimate is not binding. Telcordia shall notify NAPA when
                  it reaches eighty-five percent (85%) of the Estimated Fee.
                  Telcordia shall obtain prior written approval to exceed the
                  Estimated. Telcordia reserves the right to suspend the
                  performance of Services hereunder and toll the term of this WS
                  until NAPA approves in writing a revised Estimated Fee, if
                  any.

         2)       TELCORDIA PROVIDED HARDWARE AND SOFTWARE RENTAL FEE AMOUNTS:
                  The monthly rental fee for the Telcordia Provided Hardware and
                  Software is Thirty Six Thousand Three Hundred Thirty Three
                  Dollars (US$36,333). This fee is only relevant to Telcordia
                  Provided Hardware and Software. During the operation of the
                  Interim NAP, the Telcordia Provided Hardware and Software
                  shall be available to NAPA at a monthly rental fee of Thirty
                  Six Thousand Three Hundred Thirty Three Dollars (US$36,333).
                  NAPA shall have the right to use the Telcordia Provided
                  Hardware and Software from the date of delivery until the
                  operation of the Interim NAP is terminated, not to exceed a
                  twelve (12) month period, or unless otherwise terminated
                  earlier pursuant to the terms of this WS or by operation of
                  law.



                                       5


b)       BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:

         1)       LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below. The rates below represent Preferred Pricing
                  rates as defined in Section 2 of the Master Agreement, as
                  amended.



                  ----------------------- ------------------------------------ -----------------
                           ROLE                NAP OF THE AMERICAS ROLES             RATE
                  ----------------------- ------------------------------------ -----------------
                                                                               
                       ENGINEERING                     Principal                     $315
                  ----------------------- ------------------------------------ -----------------
                                                  Principal Engineer                 $242
                  ----------------------- ------------------------------------ -----------------
                                                    Senior Engineer                  $180
                  ----------------------- ------------------------------------ -----------------
                                                       Engineer                      $144
                  ----------------------- ------------------------------------ -----------------


         2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, shipping and handling
                  for Telcordia Provided Hardware and Software to and from
                  Telcordia Facilities in New Jersey and contracted services
                  provided by Hardware and Software manufacturers, resellers or
                  integrators. Telcordia shall bill NAPA for these out of pocket
                  expenses at cost on a monthly basis.

         3)       RENTAL FEES: NAPA shall pay Telcordia for the monthly rental
                  fees described in SECTION 6.A.2). Telcordia will bill NAPA for
                  rental fees on a monthly basis.

7.       DELIVERABLES

Telcordia shall provide the following Deliverables:

DELIVERABLE 1:  INITIAL BILL OF MATERIALS FOR THE NAP

One (1) written document in electronic form, describing the Telcordia Provided
Hardware and Software and any additional Hardware and Software components
necessary, if any, that Telcordia proposes for the initial deployment of the
Interim NAP, which deployment is estimated to occur in December 2000.

DELIVERABLE 2: QUARTERLY BILL OF MATERIALS FOR THE NAP

One (1) written document in electronic form, delivered quarterly, describing the
Hardware and Software components that Telcordia proposes to support the
operation of the Permanent NAP for the three (3) month term of the Bill of
Materials. The Quarterly Bill of Materials shall be substantially in the form
illustrated in Exhibit A and should include information such as the
justification for the expected Hardware and Software requirements, an
identification of the Hardware and Software components proposed by Telcordia, an



                                       6


estimate of the cost to Telcordia of the proposed Hardware and Software
components and an estimate of the cost to NAPA for the proposed Hardware and
Software components. It is estimated that the justification of the proposed
Hardware and Software components will be based upon a set of business metrics
jointly developed and agreed upon by Telcordia and NAPA. An example of such
business metrics is the forecasted customer volume expected in the Permanent NAP
during the three (3) month term of the Quarterly Bill of Materials.

8.       SCHEDULE OF SERVICES

Services will begin upon execution of this WS and will be completed on or about
December 30, 2001, or as the parties may mutually agreed to in writing.
Telcordia shall rent to NAPA the Telcordia Provided Hardware and Software
beginning November 1, 2000 and ending upon the termination of operation of the
Interim NAP, not to exceed a twelve (12) month period, or unless otherwise
terminated earlier pursuant to the terms of this WS or by operation of law.

9.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide the Services at its Miami and New Jersey facilities, and
at NAPA' s facilities in Miami.

10.      CONTACTS



             TELCORDIA TECHNICAL CONTACT                         TELCORDIA ADMINISTRATIVE CONTACT
             ---------------------------                         --------------------------------
                                                                    
Richard Nici                                           Max Figueroa
Director, Broadband Networking and e-Business          General Manager
331 Newman Springs Rd.                                 Broadband Networking and e-Business
Red Bank, NJ 07701                                     331 Newman Springs Rd.
Telephone:        732-758-5447                         Red Bank, NJ 07701
Fax:              732-758-4177                         Telephone:        732-758-2218
Email:            rnici @telcordia.com                 Fax:              732-758-4177
                                                       Email:            mfiguero @ telcordia.com


               NAPA TECHNICAL CONTACT                              NAPA ADMINISTRATIVE CONTACT


Telephone:                                            Telephone:
Fax:                                                  Fax:
Email:                                                Email:


11.      OTHER TERMS AND CONDITIONS

a)       ACCEPTANCE

Acceptance of Services shall be deemed to have occurred upon having performed
such Services.



                                       7


b)       RIGHT TO USE HARDWARE AND SOFTWARE

Telcordia Provided Hardware and Software (including associated maintenance)
provided by Telcordia under the Right to Use method (i.e., Telcordia retains
title to the Hardware but renders the use of such Hardware for NAPA support on a
monthly basis) shall be paid on a monthly basis as described in SECTION 6. The
Software provided by Telcordia will be bundled with Telcordia Provided Hardware.

The estimated amounts provided in SECTION 6 are based on the Telcordia Provided
Hardware and Software, which shall be identified in the Initial Bill of
Materials.

c)       PURCHASE MONEY SECURITY INTEREST

NAPA grants Telcordia a purchase-money security interest in the Telcordia
Provided Hardware and Software to secure NAPA's payment and performance.
Notwithstanding anything herein to the contrary, Telcordia may file a copy of
this Agreement and the applicable Work Statement at any time as a financing
statement for that purpose. NAPA shall execute any instruments or documents that
Telcordia reasonably deems appropriate to protect its security interest in such
Hardware and Software (and proceeds thereof). NAPA warrants that it has not
granted and until the foregoing security interest is released will not grant any
other security interest in such Telcordia Provided Hardware and Software. NAPA
agrees to execute and deliver to Telcordia any necessary financing statements
necessary to document the foregoing security interest. NAPA shall keep such
Telcordia Provided Hardware and Software at the original installation location,
except with written consent from Telcordia and shall not remove same until the
security interest has been released. The Parties agree that Telcordia Provided
Hardware and Software is and shall remain at all times personal property,
regardless of whether it has become or may become attached or affixed to realty.
In the event that NAPA defaults in its obligation to pay the rental fees, or any
other breach by NAPA hereunder, Telcordia shall have all rights and remedies of
a secured creditor upon default in accordance with the governing law as set
forth in Section 9.6 of the Master Agreement, as amended.

d)       OWNERSHIP

Title to all Telcordia Provided Hardware and Software under the Right to Use
method defined in Section 11(b) of this WS, excluding any items furnished by
NAPA, shall remain with Telcordia at all times, except that NAPA, at its option,
may give written notice to Telcordia that it elects to purchase such Telcordia
Provided Hardware and Software utilized to provide the right to use services.
Risk of loss and damage with respect to such Telcordia Provided Hardware and
Software shall pass to NAPA upon shipment and shall return to Telcordia upon
return shipment to Telcordia. In the event that NAPA elects to purchase
Telcordia Provided Hardware and Software, Telcordia shall, within thirty (30)
days of receiving such written notice, provide NAPA with a purchase price for



                                       8


the Telcordia Provided Hardware and Software, which purchase price will be
substantially based on the fair market value. After payment in full is received
by Telcordia for the items that NAPA has elected to purchase, Telcordia will
ship such items, if necessary, at NAPA's expense, to a location designated by
NAPA, no later than thirty (30) calendar days after payment has been received.
Title to such Telcordia Provided Hardware shall pass to NAPA upon receipt of the
items so purchased. Title to the Software shall at all times remain with the
publisher of such Software.

e)       TERMINATION

         1)       This WS may be terminated in accordance with Section 10 of the
                  Master Agreement, as amended.

         2)       Within thirty (30) days of NAPA' s request, Telcordia shall
                  provide a fixed quote for all Telcordia Provided Hardware and
                  Software. NAPA shall have the option of purchasing such
                  Telcordia Provided Hardware and Software at a price specified
                  by Telcordia. For items that NAPA chooses to purchase from
                  Telcordia, upon payment in full of the purchase price,
                  Telcordia, if necessary, will ship such Telcordia Provided
                  Hardware and Software to a location designated by NAPA in
                  Miami, at NAPA' s expense, no later than thirty (30) calendar
                  days after payment has been received. Title to such Telcordia
                  Provided Hardware shall pass to NAPA upon full payment and
                  NAPA's receipt of the items so purchased. Title to the
                  Software shall at all times remain with the publisher of such
                  Software.

f)       WARRANTY AND ADDITIONAL TERMS

Without limitation in any way under SECTION 7 of the Master Agreement, as
amended, or any other Work Statement related to the NAP of the Americas-Miami
project, the following warranties and additional terms shall also apply to this
WS:

         1)       HARDWARE AND SOFTWARE: NAPA further acknowledges that
                  Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
                  REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND
                  WHATSOEVER WITH RESPECT TO THE HARDWARE OR SOFTWARE ACQUIRED
                  BY NAPA OR PROVIDED BY TELCORDIA FOR USE BY NAPA UNDER THIS
                  WS, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
                  DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE
                  MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR ANY
                  PARTICULAR PURPOSE; (3) as to the quality or capacity of the
                  Hardware or Software, the materials in the Hardware or
                  Software, or workmanship in the Hardware or Software; (4) as
                  to any latent defects in the Hardware or Software; (5) as to
                  any patent infringement; and (6) as to the compliance of the
                  Hardware or Software with any requirements of any law, rule,
                  specification, or contract pertaining thereto.

         2)       SOURCE. With regard to Hardware and Software not provided by
                  Telcordia, NAPA acknowledges that NAPA has selected both (a)
                  the Hardware and Software listed in the Quarterly Bill of



                                       9


                  Materials; and (b) if applicable, the supplier named in the
                  Quarterly Bill of Materials from whom the Hardware and
                  Software is to be procured by NAPA. In this respect, NAPA
                  acknowledges that Telcordia is not the manufacturer of the
                  Hardware or publisher of the Software nor the agent of such
                  manufacturer or publisher.

         3)       PROBLEMS WITH HARDWARE OR SOFTWARE. If the Hardware or
                  Software is not properly installed, does not operate as
                  represented or warranted by the manufacturer, publisher or the
                  supplier or is unsatisfactory for any reason, NAPA shall make
                  a claim on account thereof solely against the supplier,
                  publisher or manufacturer and shall, nevertheless, pay
                  Telcordia all fees payable hereunder. As between NAPA and
                  Telcordia, and only in those instances where the manufacturer,
                  publisher or supplier has provided any maintenance agreement,
                  warranty or guaranty of any nature whatsoever applicable to
                  the Hardware or Software, Telcordia hereby assigns to NAPA
                  whatever assignable interest Telcordia may have in such
                  maintenance agreement, warranty or guaranty. The aforesaid
                  assignment shall not in any way be deemed to limit, negate, or
                  otherwise affect the disclaimer of warranties contained in the
                  preceding paragraphs, and Telcordia shall not incur any duties
                  arising out of any manufacturer's, supplier's or publisher's
                  warranties or guarantees, except as otherwise expressly set
                  forth herein. Further, Telcordia shall not incur any liability
                  whatsoever arising out of any breach of any manufacturer's,
                  supplier's or publisher's warranties or guarantees applicable
                  to the Hardware or Software.

         4)       DELIVERY AND INSPECTION. NAPA will accept the Telcordia
                  Provided Hardware and Software provided by Telcordia upon its
                  delivery to the Interim NAP.

         5)       REPAIRS; USE; ALTERATIONS. Telcordia, at Telcordia's expense,
                  shall keep the Telcordia Provided Hardware and Software in
                  good working condition and shall repair and furnish all labor,
                  parts, mechanisms, and devices required therefor. If at any
                  time Telcordia is not longer providing the labor and/or
                  services for operating the NAP, NAPA shall use such Telcordia
                  Provided Hardware and Software in a careful and lawful manner,
                  nor shall NAPA make any alterations, additions, or
                  improvements to such Telcordia Provided Hardware and Software
                  without Telcordia's prior written consent. All additions,
                  repairs, replacement parts, accessories, or improvements made
                  to such Telcordia Provided Hardware and Software, if removed
                  by any third party other than Telcordia, shall not be removed
                  without Telcordia's prior written consent.

         6)       LOSS OR DAMAGE. NAPA shall bear the entire risk of loss,
                  theft, destruction, or damage of the Hardware provided by
                  Telcordia or any portion thereof from any cause whatsoever. If
                  any such Hardware is totally destroyed, the liability of NAPA



                                       10


                  to pay rent therefor may be discharged by paying Telcordia all
                  the rent due and to become due thereon, less the net amount of
                  the recovery, if any, actually received by Telcordia from
                  insurance or otherwise for such loss or damage. Except as
                  provided in the preceding sentence, the total or partial
                  destruction of any such Hardware, or total or partial loss of
                  use or possession thereof by NAPA, shall not release or
                  relieve NAPA from the duty to pay the usage fees herein
                  provided. Telcordia shall not be obligated to undertake, by
                  litigation or otherwise, the collection of any claim against
                  any person for loss or damage of such Hardware.

         7)       INSURANCE. NAPA shall, at NAPA'S own expense, insure the
                  Hardware provided by Telcordia at all times against all
                  hazards as requested by Telcordia, including but not limited
                  to theft, fire, flood or other catastrophe, and extended
                  coverage insurance, and such policies shall be payable to
                  Telcordia as Telcordia's interest may appear. This insurance
                  shall be reasonably satisfactory to Telcordia as to form,
                  amount, and insurer, and shall provide for at least ten (10)
                  days written notice of cancellation to Telcordia. Such
                  insurance policies or certificates thereof shall be delivered
                  by NAPA to Telcordia before Telcordia will be required to
                  deliver such Hardware and Software to NAPA. In addition, NAPA
                  shall, at NAPA's own expense, carry occurrence-type public
                  liability insurance with respect to such Hardware and the use
                  thereof in such amounts and with such insurers as are
                  reasonably satisfactory to Telcordia, and such insurance
                  policies or certificates thereof shall also name Telcordia as
                  an insured and loss payee thereunder.

         8)       NAPA'S TAX AND LIEN OBLIGATION. NAPA shall keep the Hardware
                  provided by Telcordia free and clear of all levies, liens, and
                  encumbrances. NAPA shall, in the manner directed by Telcordia:
                  (a) make and file all declarations and returns in connection
                  with all charges and taxes (local, state, and federal), which
                  may now or hereafter be imposed upon or measured by the
                  ownership, leasing, rental, sale, purchase, possession, or use
                  of such Hardware, excluding, however, all taxes on or measured
                  by Telcordia's net income; and (b) pay all such charges and
                  taxes. In the event that Telcordia shall elect to make and
                  file any or all declarations and returns in connection with
                  such charges and taxes to pay them, then NAPA shall reimburse
                  Telcordia, upon demand of Telcordia, for any and all such
                  charges and taxes applicable to such Hardware herein provided
                  by Telcordia to NAPA.

         9)       ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith
                  acceptance of a tax exemption certificate does not represent
                  an assurance that the State will also accept the certificate
                  as valid at the time of audit review. NAPA is responsible for
                  any future audit adjustment if the certificate is not
                  accepted. NAPA agrees to reimburse Telcordia for the amount of
                  audit adjustment and the aggregate of tax, interest, and
                  penalty, if a certificate is subsequently denied.




                                       11


         10).     TELCORDIA'S PERFORMANCE OF NAPA'S OBLIGATIONS. If NAPA fails
                  to duly and properly perform any of its obligations under this
                  WS with respect to the Hardware provided by Telcordia,
                  Telcordia may (at Telcordia's option) perform any act or make
                  any payment which Telcordia deems necessary for the
                  maintenance and preservation of such Hardware and Telcordia's
                  title thereto, including payment for satisfaction of liens,
                  repairs, taxes, levies, and insurance, and all sums so paid or
                  incurred by Telcordia, together with interest, and any
                  reasonable legal fees incurred by Telcordia in connection
                  therewith, shall be additional rent under this WS and payable
                  by NAPA to Telcordia on demand. The performance of any act or
                  payment by Telcordia as aforesaid shall not be deemed a waiver
                  or release of any obligation or default on the part of NAPA.

         11)      INDEMNITY. Except for the negligence or willful misconduct of
                  Telcordia related to the Services provided in this section
                  and/or any other related Work Statement, (i) NAPA assumes the
                  risk of liability arising from or pertaining to the
                  possession, operation, or use of the Hardware provided by
                  Telcordia; and (ii) NAPA hereby agrees to defend, indemnify
                  and hold Telcordia harmless from and against any and all
                  claims, costs, expenses, damages, and liabilities arising from
                  or pertaining to the use, possession, or operation of such
                  Hardware.

         12)      TELCORDIA'S CONSENT TO OFFSET. Without Telcordia's prior
                  written consent, NAPA shall not (a) assign, transfer, pledge,
                  hypothecate, or otherwise dispose of this WS, the Hardware
                  provided by Telcordia, or any interest therein; or (b) sublet
                  or lend such Hardware or permit it to be used by anyone other
                  than NAPA or NAPA's employees.

         13)      TELCORDIA'S ASSIGNMENT. Telcordia may assign this WS and/or
                  mortgage the Hardware provided by Telcordia, in whole or in
                  part, without notice to NAPA, however, if NAPA is given notice
                  of such assignment, NAPA agrees to acknowledge receipt thereof
                  in writing. Each such assignee and/or mortgagee shall have all
                  of the rights, but none of the obligations of Telcordia under
                  this WS. NAPA shall not assert against assignee and/or
                  mortgagee any defense, counterclaim, or offset that NAPA may
                  have against Telcordia. Notwithstanding any such assignment,
                  Telcordia warrants that NAPA shall quietly enjoy use of such
                  Hardware subject to the terms and conditions of this WS.
                  Subject to the foregoing, this WS inures to the benefit of and
                  is binding upon the heirs, legatees, personal representatives,
                  successors, and assigns of the parties hereto.

         14)      DEFAULT. If NAPA fails to pay when due any rental payment or
                  other amount required herein to be paid by NAPA, or if NAPA
                  makes an assignment for the benefit of creditors, whether
                  voluntary or involuntary, or if NAPA shall make a bulk
                  transfer of any of NAPA'S assets, or if NAPA discontinues
                  NAPA's normal business operation for a period of ten (10) days
                  or more, or if a petition is filed by or against NAPA under
                  the bankruptcy laws of the United States, Telcordia shall have



                                       12


                  the right to exercise any one or more of the following
                  remedies in order to protect the interest and reasonably
                  expected profits and bargains of Telcordia:

                  A.       Telcordia may recover from NAPA all rental payments
                           and other amounts then due and as they shall
                           thereafter become due hereunder;

                  B.       Telcordia may take possession of any or all items of
                           the Telcordia Provided Hardware and Software,
                           wherever these items may be located, without demand
                           or notice, without any court order or other process
                           of law, and without liability to NAPA for any damages
                           occasioned by such taking or possession, and in
                           removing all such Hardware, Telcordia may, if
                           permitted by law, use any of NAPA's licenses in
                           respect to all such Hardware (any such taking or
                           possession shall not constitute a termination of this
                           WS);

                  C.       Telcordia may recover from NAPA, with respect to any
                           and all items of such Hardware and Software that had
                           been used and maintained as provided in this WS,
                           provided, however, that upon repossession or
                           surrender of such Hardware and Software, Telcordia
                           shall sell, lease, or otherwise dispose of such
                           Hardware in a commercially reasonable manner with or
                           without notice, on public or private bid, at
                           Telcordia's place of business as indicated in this
                           WS, or at such other place as Telcordia shall
                           determine, and apply the net proceeds thereof (after
                           deducting all expenses, including attorneys fees,
                           incurred in connection therewith) to the sum of
                           monies due to Telcordia hereunder.

                  D.       Telcordia may pursue any other remedy at law or in
                           equity.

         15)      OTHER DEFAULTS. If NAPA fails to perform any of the provisions
                  under this WS or any other agreement with Telcordia, or if
                  NAPA makes a bulk transfer of furniture, furnishings,
                  fixtures, or other equipment or inventory, Telcordia shall
                  have the right to exercise any remedy available at law or in
                  equity, including but not limited to seeking damages or
                  specific performance {and/or} obtaining an injunction.

         16)      CUMULATIVE RIGHTS. No rights or remedy herein conferred upon
                  or reserved to Telcordia is exclusive of any right or remedy
                  herein or by law or equity provided or permitted, but each
                  shall be cumulative of every other right or remedy given
                  hereunder or now or hereafter existing at law or in equity or
                  by statute or otherwise, and may be enforced concurrently
                  therewith or from time to time, but Telcordia shall not be



                                       13


                  entitled to recover a greater amount in damages than Telcordia
                  could have gained by receipt of NAPA's full, timely, and
                  complete performance of NAPA's obligations pursuant to the
                  terms of this WS plus accrued expenses and interest.

The parties to this WS agree to the terms of the Master Agreement, as amended
and this WS and further represent that this WS is executed by duly authorized
representatives as of the dates below.

AGREED BY:                              TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.

By:    /s/ Brian K. Goodkind             By: /s/ Thelina E. Andersen
       ------------------------------       --------------------------------
Name:    Brian K. Goodkind              Name:     Thelina E. Andersen
         ----------------------------        --------------------------------

Title:   Executive Vice President and    Title:    Senior Contract Manager
         Chief Operating OFficer
        -----------------------------         -------------------------------
Date:                                   Date:   10-2-00
         ----------------------------         -------------------------------

By signing below, Terremark Worldwide, Inc. ("Terremark"), represents and
warrants that it is the parent and principal shareholder of NAPA, and
acknowledges and agrees that (i) in the event of any default by NAPA, Terremark
automatically ratifies and confirms this WS and assumes any and all obligations
and liabilities of NAPA hereunder; and (ii) Terremark will defend indemnify and
hold Telcordia harmless from and against any and all claims, causes of action,
settlements, loss, damages and costs arising from or relating to, directly or
indirectly, any act or omission of NAPA. Terremark further acknowledges and
agrees that Terremark's foregoing assumption of NAPA's obligations and
indemnification of Telcordia shall (i) be in addition to, and shall not serve or
operate to foreclose Telcordia from asserting, any and all rights and remedies
Telcordia may have against NAPA at law or in equity; and (ii) permit Telcordia
to seek to enforce any such rights or remedies against Terremark.

RATIFIED, CONFIRMED AND AGREED BY:
TERREMARK WORLD WIDE, INC.

By:  /s/ Brian K. Goodkind
    ---------------------------------
Name:    Brian K. Goodkind
    ---------------------------------

Title: Executive Vice President & COO
    ---------------------------------
Date:
    ---------------------------------




                                       14




                                                                       EXHIBIT A

                       SAMPLE QUARTERLY BILL OF MATERIALS




- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
Quantity      Product              Product Description         Estimated     Manufacturer's List  Estimated Price to NAPA
              Number                                         Telcordia Cost         Price
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
                                                                                             
    3     Foundry BigIron     4 Slot Layer 2/3 switch with         $                  $                      $
               4000          RSP and 4-port Gigabit Ethernet
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3    Foundry B4P155-MM    4-port Packet over SONET OC3         $                  $                      $
                                     interface card.
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3       Foundry B&G       8-port Gigabit Interface Card        $                  $                      $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3      Foundry B24E     24-Port 10/100 TX Interface Card       $                  $                      $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    3      Foundry RSP3          Redundant Power Supply            $                  $                      $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    4     Foundry NI800-4    NetIron 800 with RSP and 4-port       $                  $                      $
          Gigabit Ethernet   Interface Card
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    6       Foundry B&G       8-port Gigabit Ethernet Card         $                  $                      $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    4      Foundry B24E     24-port 10/100 TX Interface Card       $                  $                      $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    6      Foundry RSP3          Redundant Power Supply            $                  $                      $
- -------- ------------------ -------------------------------- --------------- -------------------- -------------------------
    4       Foundry NI8           NI8 Maintenance Cards            $                  $                      $
- ------------------------------------------------------------ --------------- -------------------- -------------------------
          Total                                                    $                  $                      $
- ------------------------------------------------------------ --------------- -------------------- -------------------------

- ---------------------------------------------------------------------------------------------------------------------------
                                                CAPITAL PROGRAM JUSTIFICATION
- ---------------------------------------------------------------------------------------------------------------------------
NOTE: Justification of the capital program is intended to be based on business metrics to be developed jointly by Telcordia
and NAPA. The specific business metrics and their associated values would be included in this table.
- ---------------------------------------------------------------------------------------------------------------------------


                        CONFIDENTIAL - RESTRICTED ACCESS



TELCORDIA TECHNOLOGIES
|
 -----------------------
 Performance from Experience




                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 0NAP04-1 ("Scope Change") amends the Work Statement,
Contract No. 0NAP04, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 12
day of April, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Rate Table Amendment

         2.       Date of Scope Change: April 12, 2001

         3.       Originator of Scope Change: Max Figueroa

         4.       Reason for the Scope Change: Add rate for Associate Engineer

         5.       Details of the Scope Change (including any specifications):
                  The rate table under Section FEES AND PAYMENTS shall be
                  amended to add a role of Associate Engineer at a rate of
                  $l20/hour.

         6.       Implementation timetable of the Scope Change: Upon execution
                  of this Change Order.

         7.       Additional fees or refund, if any, of the Scope Change: N/A

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules: N/A

         9.       Other Comments: N/A

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective authorized representatives in accordance with each parties'
established corporate policy. The parties to this Scope Change further agree
that any terms of the Agreement or Work Statement modified or amended by this
Scope Change shall be applicable only for the limited purposes of this Scope
Change, and any terms and conditions of the Agreement or Work Statement not
modified hereby shall remain unchanged and in full force and effect.


AGREED BY:

NAP OF THE AMERICAS INC.                    TELCORDIA TECHNOLOGIES, INC.


By:        /s/ BRIAN K. GOODKIND            By:        /s/ THELINA E. ANDERSEN
               ------------------------               -------------------------
Name:      BRIAN K. GOODKIND                Name:      THELINA E. ANDERSEN
           ----------------------------                ------------------------
Title:     CHIEF OPERATING OFFICER          Title:     SENIOR CONTRACT MANAGER
           ----------------------------                ------------------------
Date:      4/13/01                          Date:      4/13/01
           ----------------------------                -----------------------



           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
       This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having a need
                    to know within Telcordia and NAPA, except
                      with written permission of Telcordia.



                                                             MARKET STRATEGY AND
                          BUSINESS OPERATIONS DESIGN FOR THE NAP OF THE AMERICAS
                                                         WORK STATEMENT NO. 0005

- -------------------------------------------------------------------------------


This Work Statement ("WS") is issued under the Master Agreement dated November
16, 2000 ("Master Agreement") between NAP of the Americas, Inc. ("NAPA"), a
wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark") and Telcordia
Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Services
under the terms and conditions of the Master Agreement and any additional terms
contained in this WS.

SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with developing the Market Strategy and Business Operations Design
("Services") which will establish and manage the NAP of the Americas in Miami.
In the balance of this document, "Telcordia" shall be understood to mean
activities performed by either Telcordia or its parent company, SAIC, or both.

This WS will outline the Services Telcordia shall provide related to the market
strategy and business operations involved in the formation of the NAPA. These
Services shall include:

o        Market Strategy and Services Development

o        Tactical Marketing Development

o        Process Development

o        Financial Modeling

1.       DESCRIPTION OF SERVICES

Telcordia shall perform the following activities:

A.       MARKET STRATEGY AND SERVICES DEVELOPMENT

In order to begin offering basic services to the customers of the NAP of the
Americas ("NAP Customers"), assumptions have been made as to the initial core
services that would meet NAP Customers' needs. The following core services have
been identified and will be offered initially. In support of this planning
assumption, market strategy and additional service definition work will be
undertaken, as outlined herein.

The core basic services that will initially be offered to NAP Customers are:

o        Basic Public Peering Services which provides a connection to the NAP
         network supporting public peering and route arbitration services.





o        Basic Private Peering Services which provides a connection between NAP
         Customers.

o        Basic Collocation Services which provides for the rental of space
         within the NAP facility.

o        Equipment Monitoring which provides for the monitoring of the customer
         equipment in the co-location space.

Building on these core services, the business analysis work proposed herein for
the NAP of the Americas will provide recommendations on services, features and
pricing. Leveraging market research, Telcordia and Terremark will jointly
identify value added services which are most likely to meet the needs of the NAP
of the Americas. These services will be rank ordered and evaluated in
conjunction with Terremark. Potential prices, mix of services and services
partners will be determined on an as needed basis. The Deliverables from this
part of the project consist of an analysis of demand, pricing and competitors,
resulting in a short-term market strategy.

Telcordia shall define and evaluate two (2) to three (3) alternative service
models (wholesale, retail or a combination of wholesale/retail) for the
Permanent NAP, with the goal of optimizing the balance among several key
variables, for example, the value proposition for potential customers and the
pros and cons of providing different services either directly by the NAP or
indirectly, through partnerships, alliances or resale arrangements. The analysis
shall consist of:

o        With concurrence of Terremark, analysis of up to five (5) potential
         customer types in order to identify their preferred service needs and
         the service characteristics that present an attractive value
         proposition for them. The customer types will consist of global and
         regional carriers, Internet service providers ("ISPs"), and possibly
         intermediaries such as web hosting and application hosting companies or
         enterprise customers.

o        Analysis of service offerings that are available today from up to ten
         (10) competitors. In addition, the analysis will include future
         services that may be expected in the future based on competitors'
         current announcements about their investments and their business
         partnerships/alliances.

o        Identification and analysis of services to be offered at the NAP with a
         time line and cost benefit analysis taking account of the
         infrastructure and software systems required to support these services.

o        A composite analysis of services mapped to customer segments taking
         account of competitors' behavior.

o        Value added service descriptions for NAP Services.

Telcordia shall assist in developing a market strategy for a set of primary and
ancillary services that may be provided directly at the NAP, remotely, or that
may be provided to intermediaries for their customers. This aspect of this WS
will be to develop primary and ancillary services that will potentially be
offered at the Interim NAP and those offered at the Permanent NAP.

Telcordia shall perform the following activities, organized in two phases:



                                       2


PHASE 1: SHORT-TERM MARKET STRATEGY FOR THE CORE/PRIMARY SERVICES

o        Identify the primary connectivity services and estimate the traffic
         levels necessary for the NAP to get started.

o        Create an analytical framework for the market strategy with NAP
         services defined at different levels of functionality from simple
         interconnection to all the state-of-the-art capabilities and features
         needed to attract multiple backbone providers to combine their public
         and private peering at NAP of the Americas.

o        Develop the dimensions of the competition the NAP of the Americas faces
         from other players.

o        Create preliminary value propositions for the different types of
         potential NAP of the Americas customers, such as carriers & service
         providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs). This
         will involve a mapping of potential customers to the services they
         value and analysis of benefits of NAP of the Americas relative to their
         current suppliers.

o        Create a mapping from potential clients to likely traffic levels for
         attracting "anchor tenants" and other tenants.

PHASE 2: MID-TERM MARKET STRATEGY

It is assumed that a carrier-neutral strategy for NAP of the Americas will be
adopted to create an infrastructure that will enable the NAP Miami users to
provide different value-added services, such as web hosting, caching, content
delivery, storage, voice over IP, etc., to their customers. Careful
consideration will be given to the NAPA to ensure that it is complimentary to
and not unnecessarily competitive with its customer base.

The mid-term market strategy analysis will include an evaluation of potential
services, functionality and competitor's services and models. The preliminary
analysis of value propositions from Phase 1 will be completed in Phase 2 to
determine the additional services and functionality needed for NAP of the
Americas to attract different types of potential customers considering the
opportunities to leverage early commitments of the customer base and the key
risk factors. This work will consider business models for neutral services that
can be provided directly to tenants of the NAP, such as, share hands, network
security, network back up and storage, web hosting, caching, performance
monitoring and reporting, etc. The work activities will be as follows:

o        Validate the belief that interconnection at NAP of the Americas can
         generate significant savings in transport cost for regional carriers
         and ISPs. Identify functionality requirements of web
         hosting/co-location companies.

o        Identify functionality requirement for enterprise customers.




                                       3


o        Identify additional functionality such as higher levels of reliability,
         security, scalability and customer care required for NAP of the
         Americas to differentiate itself from interconnection service providers
         like Equinix. InterNAP, Savvis, SDFC and Colo.com.

o        Analyze value-added services for example, caching, security, storage
         and disaster recovery services.

o        Analyze the content delivery service business and incentives required
         to attract Hispanic-focused ISPs to the NAP of the Americas.

o        Analyze new service offerings announced by competitors on an on-going
         basis.

o        Analyze likely future offerings based on competitors' announcements
         about their investments and their business partnerships/alliances.

o        Identify managed services and third-party providers that can deploy in
         partnership or reseller arrangements with Terremark.

o        Develop recommendations regarding business partnerships/revenue-sharing
         arrangements with Best-of-Breed players for the NAP of the Americas to
         differentiate its value-added service offerings.

o        Review the capabilities of the supporting NAP of the Americas
         operations infrastructure and network operations center to determine if
         these internal support mechanisms could be leveraged to provide
         external value added services. For example, on going monitoring
         services for third party equipment.

B.       TACTICAL MARKETING DEVELOPMENT

Telcordia shall assist NAP of the Americas with their marketing efforts in
supplying on-going technical resources that will be available to the sales force
to assist with market development, product planning, presentation preparation,
customer meetings, customer inquiries and technical sales support for the
duration of this work statement.

C.       PROCESS DEVELOPMENT

Telcordia shall develop and document process flows for the Marketing and Sales
Process and shall coordinate interface points with the processes being handled
via the BSS/OSS Service Bureau in San Diego. These interface points will be
designed and documented to facilitate flow-through of customer orders throughout
all of the critical business processes at a high level (service activation and
provisioning, service assurance and maintenance and customer care and billing).
It is assumed that these critical processes will be managed at the BSS/OSS
Service Bureau in San Diego.

Telcordia process consultants shall also work with appropriate NAPA staff to
review and approve all of the processes that will be utilized at the BSS/OSS
Service Bureau in San Diego. Telcordia process consultants shall also evaluate
the documented processes and identify any business processes that may not be



                                       4


fully developed and/or adequately documented. Telcordia shall produce a report
of these gaps and develop a plan to close any process gaps identified. Telcordia
shall implement this plan to close any identified process gaps.

D.       FINANCIAL MODELING

Telcordia, in conjunction with the Market Strategy consultants, shall conduct
analyses to determine the expected cash flow for NAPA. Inputs to the financial
analysis are described below. The result will be a financial analysis
encompassing discounted cash flow, expected payback period and rate of return
for the given strategic direction over a three to five year planning period.

1.       Revenue Projections: Telcordia shall work with NAPA to develop
         projections for the potential revenues associated with each service
         identified by the Market Strategy group. Market strategy, service
         portfolio and other economic factors will be used as input to these
         revenue projections.

2.       Investment Projections: Telcordia shall work with NAPA or other
         appropriate resources to determine the investments required to support
         the services.

3.       Expense Projections: Telcordia will work with NAPA or other appropriate
         resources to develop the network and operational expenses that can be
         expected in support of these services.

4.       Sensitivity Analysis: Telcordia shall develop a sensitivity analysis to
         assess the critical factors driving the value of the opportunity and
         impacts of uncertainties.

2.       NO YEAR 2000 SERVICES

By mutual agreement of the parties, other than as provided for in Section 5.4,
Third Party Year 2000 Compliance of the Master Agreement, the scope of the
Services and Deliverables, if any, to be provided by Telcordia hereunder does
not include any work relating to the Year 2000 Computer Problem, as defined in
Section 1.4 of the Master Agreement, including, but not limited to, any Year
2000 analyses, assessment, remediation, testing or any other Services or
Deliverables related to the Year 2000 Computer Problem.

3.       NAPA RESPONSIBILITIES

a)       NAPA shall provide Telcordia with a single point of contact empowered
         to make decisions related to the Services within one (1) week of
         contract execution.

b)       NAPA shall provide appropriate facilities at NAPA's sole expense for
         Telcordia's use at the NAPA site, for the sole purpose of providing
         NAPA the Services identified in this WS, for the term of this WS,
         including but not limited to, work space, desk, telephones with outside
         long distance line, workstation/PC with logins and communications links
         to NAPA's network, and access to all necessary systems, buildings and
         NAPA personnel. Where practical and at no additional direct cost to
         Telcordia, Telcordia facilities will be used from time to time.



                                       5


Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.

4.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

a)       ESTIMATED AMOUNTS: Telcordia estimates that the Time and Material fee
         for the Services will be approximately US$1,700,000 ("Estimated Fee"),
         excluding out of pocket expenses and materials. The Estimated Fee is
         non-binding on Telcordia; Telcordia shall notify NAPA when it reaches
         eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain
         prior written approval to exceed the Estimated Fee in the aggregate
         (fees plus reimbursable expenses). Telcordia reserves the right to
         suspend the performance of Services hereunder and toll the term of this
         WS until NAPA approves in writing a revised Estimated Fee, if any.

b)       BILLING: NAPA shall pay Telcordia for the Services on the following
         basis:

           1)     LABOR: All labor shall be reimbursed on an hourly basis, based
                  on the actual hours incurred multiplied by the hourly rates as
                  set forth below. The rates below represent Preferred Pricing
                  rates as defined in Section 2 of the Master Agreement, as
                  amended. The table below is an inclusive rate table and not
                  all job categories will be used in this WS.


                                       6





                               NAP of the Americas
- ---------------------------------------- --------------------------------------------- ---------------
ROLE                                     NAP OF THE AMERICAS ROLES                     RATE
- ---------------------------------------- --------------------------------------------- ---------------
                                                                                         
Governance                               VP-General Manager                                 $315
- ---------------------------------------- --------------------------------------------- ---------------
                                         Program Manager                                    $242
- ---------------------------------------- --------------------------------------------- ---------------
                                         Project Manager                                    $180
- ---------------------------------------- --------------------------------------------- ---------------
                                         Project Controller                                 $144
- ---------------------------------------- --------------------------------------------- ---------------
                                         Principal                                          $315
- ---------------------------------------- --------------------------------------------- ---------------
Consulting                               Principal Consultant                               $242
- ---------------------------------------- --------------------------------------------- ---------------
                                         Senior Consultant                                  $180
- ---------------------------------------- --------------------------------------------- ---------------
                                         Consultant                                         $144
- ---------------------------------------- --------------------------------------------- ---------------
                                         Principal                                          $315
- ---------------------------------------- --------------------------------------------- ---------------
                                         Engineering Principal Engineer                     $242
- ---------------------------------------- --------------------------------------------- ---------------
                                         Senior Engineer                                    $180
- ---------------------------------------- --------------------------------------------- ---------------
                                         Engineer                                           $144
- ---------------------------------------- --------------------------------------------- ---------------
                                         Principal                                          $315
- ---------------------------------------- --------------------------------------------- ---------------
Operations                               Operations Manager                                 $242
- ---------------------------------------- --------------------------------------------- ---------------
                                         Systems Administrator                              $144
- ---------------------------------------- --------------------------------------------- ---------------
                                         Senior Technician                                  $120
- ---------------------------------------- --------------------------------------------- ---------------
                                         Technician                                         $95
- ---------------------------------------- --------------------------------------------- ---------------
                                         Junior Technician                                  $70
- ---------------------------------------- --------------------------------------------- ---------------
                                         Customer Care Representative                       $70
- ---------------------------------------- --------------------------------------------- ---------------
                                         Provisioning Specialist                            $95
- ---------------------------------------- --------------------------------------------- ---------------
                                         Billing Specialist                                 $70
- ---------------------------------------- --------------------------------------------- ---------------
Support                                  Administration Specialist                          $60
- ---------------------------------------- --------------------------------------------- ---------------


           2)     Other Direct Costs and Materials: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services.
                  Telcordia shall bill NAPA for these out of pocket expenses at
                  cost on a monthly basis.

Telcordia shall bill NAPA on a monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.

5.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall provide
written Deliverables in Microsoft Word(R) format or as mutually agreed by the
parties:

DELIVERABLE 1: SHORT-TERM MARKET STRATEGY FOR CORE PRIMARY SERVICES

o    Report on preliminary value propositions for the different types of
     potential NAP of the Americas customers, such as carriers & service
     providers (IXCs, ISPs, CLECs, web-hosting companies and ASPs,). This will
     involve a mapping of potential customers to the services they value and
     analysis of benefits of NAP of the Americas relative to their current
     suppliers.



                                       7


DELIVERABLE 2: MID-TERM MARKET STRATEGY

o    On-going analysis of new service offerings announced by competitors and
     identification of additional functionality such as higher levels of
     reliability, security, scalability and customer care required for the NAPA
     to differentiate itself from others. These analyses will lead to a report
     with recommendations regarding potential partnerships or arrangements with
     best of breed players for NAPA to differentiate its value added service
     offerings. Telcordia will provide an interim report by January 31, 2001
     focused on simpler services which could be more quickly deployed by the NAP
     of the Americas.

DELIVERABLE 3: PROCESS DEVELOPMENT

o    Assist in the design and documentation of the Marketing and Sales Process
     for NAPA in Microsoft PowerPoint(R)or Visio(R)format

o    Design and document interface points to the processes under development at
     the BSS/OSS Service Bureau in San Diego

o    Identify and document any processes that may not be fully developed and
     documented and produce a report of these gaps

o    Develop a plan to close any process gaps identified

o    Implement the plan to close any identified process gaps

DELIVERABLE 4: FINANCIAL MODELING

o    A financial analysis report in Microsoft PowerPoint(R) including Revenue
     Projections, Investment Projections, Expense Projections, and a Sensitivity
     Analysis

6.       SCHEDULE OF SERVICES

The term of this WS is September 1, 2000 through December 31, 2001.

This WS will commence upon the execution of both parties at the agreed upon
worksite in Miami, and will be in force for the work performance period or as
mutually agreed upon by the parties in writing. The following schedule is
provided for information and planning purposes only until such time as a
detailed project schedule is developed and agreed upon in writing by Telcordia
and NAPA ("Definitive Project Schedule"). The parties agree to work
cooperatively and in good faith toward developing the Definitive Project
Schedule within two (2) weeks of execution of this WS. All project milestones
and their dependencies will be reflected in the Definitive Project Schedule.



                                       8





- ------------------------------------------------------------------------- --------------------------------------------
                         MILESTONE DESCRIPTION                                          ESTIMATED DATE
- ------------------------------------------------------------------------- --------------------------------------------
                                                                               
MARKET STRATEGY MILESTONES
- ------------------------------------------------------------------------- --------------------------------------------
Short-term Market Strategy                                                January 5, 2001
- ------------------------------------------------------------------------- --------------------------------------------
Mid-term Market Strategy                                                  On-going for term of this WS Interim
                                                                          report - January 31, 2001
- ------------------------------------------------------------------------- --------------------------------------------
TACTICAL MARKETING DEVELOPMENT                                            On-going for term of this WS
- ------------------------------------------------------------------------- --------------------------------------------
BUSINESS PROCESS MILESTONES
- ------------------------------------------------------------------------- --------------------------------------------
Design and document the Marketing and Sales Process for NAPA              November 17, 2000
- ------------------------------------------------------------------------- --------------------------------------------
Design and document interface points to BSS/OSS Service Bureau in San     December 1, 2000
Diego
- ------------------------------------------------------------------------- --------------------------------------------
Complete Gap Analysis                                                     December 1, 2000
- ------------------------------------------------------------------------- --------------------------------------------
Plan to close Process Gaps developed                                      December 8, 2000
- ------------------------------------------------------------------------- --------------------------------------------
Plan to close Process Gaps implemented                                    December 29, 2000
- ------------------------------------------------------------------------- --------------------------------------------
FINANCIAL ANALYSIS MILESTONE
- ------------------------------------------------------------------------- --------------------------------------------
Financial Analysis Report                                                 On-going for term of this WS
- ------------------------------------------------------------------------- --------------------------------------------


7.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.

8.       TELCORDIA CONTACTS




                  TECHNICAL CONTACT                                    ADMINISTRATIVE CONTACT
                  -----------------                                    ----------------------

                                                                         

Janice Dahiquist                                        Beth Morgan
Sr. Consultant., Professional Services                  Director, Professional Services
1200 Brickell Avenue, Suite 1200                        1200 Brickell Avenue, Suite 1200
Miami, FL 33131                                         Miami, FL 33131
Telephone:      305-372-7974                            Telephone:        305-372-7970
Fax:            305-349-2030                            Fax:              305-349-2030
Email:          jdahlqui@ telcordia.com                 Email:            Mmorganl@telcorclia.com



9.       TERREMARK CONTACTS

                  ADMINISTRATIVE CONTACT
Brian Goodkind
Executive Vice President & Chief Operating Officer
Terremark Worldwide, Inc.
2601 S. Bayshore Drive, 9th Floor
Coconut Grove, Florida  33133
Telephone:        305-860-7829
Fax:              305-856-0252
Email:            bgoodkind@terremark.com




                                       9


10.      OTHER TERMS AND CONDITIONS

a)   Acceptance of Services

     Acceptance of Services shall be deemed to have occurred upon having
performed such Services.

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.


AGREED BY:                              TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.

By:      /s/ BRIAN K. GOODKIND          By:    /s/ THELINA E. ANDERSEN
         ---------------------------            -----------------------------

Name:    BRIAN K. GOODKIND              Name:     THELINA E. ANDERSEN
         ---------------------------            -----------------------------

Title:   Executive Vice President &     Title:    Senior Contract Manager
         Chief Operating Officer
         ---------------------------            -----------------------------
Date:    11-16-00                        Date:   11-29-00
         ---------------------------            -----------------------------


                                       10

                       CONFIDENTIAL -- RESTRICTED ACCESS

Telcordia
Technologies
|------------------------
PERFORMANCE FROM EXPERIENCE


                                     BSS/OSS OPERATIONAL SUPPORT FOR INTERIM NAP
                                                         WORK STATEMENT NO. 0006
                                                             CONTRACT NO. 1NAP06

- -------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Master Agreement, as amended
dated August 9, 2000 ("Master Agreement") between NAP of the Americas, Inc.,
(`~NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement ("MA")
and any additional terms contained in this WS.

1. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services and
Service Bureau Services associated with operation of an Internet Network Access
Point ("NAP") network called the NAP of' the Americas Miami at an interim
location in Miami ("Interim NAP"). For operation of the Network Operations
Center ("NOC"), Telcordia shall be using the services of its parent company,
Science Applications International Corporation, Inc. ("SAIC"). As described in
this WS, SAIC shall provide the Services necessary to set up a pre-defined suite
of Business Support Systems / Operations Support Systems ("BSS/OSS")
applications to operate in the data center in SAIC facilities in San Diego,
California ("Data Center") to support the NAP of the Americas business
specifications, during the period of time the Interim NAP is functioning. In the
balance of this document, "Telcordia" shall be understood to mean activities
performed by either SAIC, Telcordia, or both.

Telcordia shall provide Professional Services in support of the following
service offerings to carriers by NAP of the Americas:

         o  Public peering

         o  Private peering

         o  Co-location

         o  Equipment

         o  Management services for customer equipment and facilities

         o  Service level monitoring for private peering


                       CONFIDENTIAL -- RESTRICTED ACCESS

         o  Internet access

         o  Per port firewalls

         o  Server health monitoring

         o  Device level monitoring

         o  Custom solutions involving premise wiring

Telcordia shall provide the following services from the San Diego Data Center:

         o  Interface to Billing -- provided by BSS;

         o  Call Center -- provided by BSS, and;

         o  Network Operations Center -- provided by OSS.

Telcordia shall also provide the development, deployment and operation of the
security system for the interim NAP.

2.       DESCRIPTION OF SERVICES

         2.1.     BILLING (RAPIDAPPS(TM)SERVICE BUREAU)

                  o        Telcordia shall gather the following information on
                           an ongoing basis during the term of this WS as NAP
                           services are activated for NAPA customers:

                           o    Customer profiles, as contained in service
                                orders or via the call center;

                           o    Service activation dates; and

                           o    Other service data, as required.

         2.2.     CALL CENTER (RAPIDAPPS(TM)SERVICE BUREAU)

                  The call center shall provide the first level of customer
                  contact for the following communications as prescribed by the
                  M&Ps developed in WS-0003:

                  o        Sales orders -- shall be directed to the NOC;

                  o        Sales & marketing contacts -- shall be directed to
                           Telcordia or NAPA sales and marketing offices, as
                           directed by NAPA;

                  o        Trouble reports -- shall be directed to the NOC, and;


                                       2

                       CONFIDENTIAL -- RESTRICTED ACCESS

                  o        Billing questions -- Shall be directed to Terremark.

                  Incoming calls shall be processed by automated call
                  distribution ("ACD") equipment and manned twenty-four (24)
                  hours per day seven (7) days per week, inclusive of holidays,
                  along with operator support.

         2.3.     NETWORK OPERATIONS CENTER (RAPIDAPPS(TM)SERVICE BUREAU)

                  The NOC shall provide the following services as prescribed by
                  the M&Ps developed in WS-0003:

                  o        Interim NAP equipment monitoring -- The NOC shall
                           monitor equipment of the Interim NAP to identify
                           problems, initiating corrective action as required.
                           This includes all equipment directly connected to the
                           NAP, including customer owned equipment. For customer
                           equipment directly monitored by the customer's
                           management control center, the customer

                  o        must relay the equipment status to the NOC in order
                           for the NOC to be able to recognize and diagnose any
                           problem with any equipment or circuit connected to
                           the NAP.

                  o        Customer co-located equipment monitoring -- The NOC
                           shall optionally monitor customer equipment located
                           in the Interim NAP facility not directly connected to
                           the NAP but engaged in private peering connections at
                           an additional cost to NAPA. This equipment must be
                           configured in accordance with the requirements of the
                           service description for co-located equipment. This is
                           an optional service the customer can request to be
                           performed; an additional fee will be charged for this
                           service. If problems are detected by the NOC,
                           corrective action shall be initiated as required.

                  o        Customer remotely located equipment monitoring -- The
                           NOC shall optionally monitor customer equipment not
                           located in the Interim NAP facility and engaged in
                           private peering connections within the Interim NAP
                           facility at an additional cost to NAPA. This
                           equipment must be configured in accordance with the
                           requirements of the service descriptions. This is an
                           optional service the customer can request to be
                           performed, an additional fee will be charged for this
                           service. If problems are detected by the NOC,
                           corrective action shall be initiated as required.

                  o        Order processing -- The NOC shall process orders for
                           public peering and private peering as prescribed by
                           the M&Ps developed in WS-0003, including new orders,
                           changed orders, and service cancellations. This
                           process includes the following actions:

                           o        Develop customer and network databases
                                    associated with the order;

                                       3

                       CONFIDENTIAL -- RESTRICTED ACCESS

                           o        Schedule all functions associated with the
                                    new order;

                           o        Initiate equipment and circuit procurements
                                    as required;

                           o        Allocate Interim NAP equipment and circuit
                                    resources as required;

                           o        Initiate on site Interim NAP operational
                                    work,

                           o        Provision equipment as required;

                           o        Conduct service assurance;

                           o        Communicate and coordinate service turn on
                                    with the customer, and;

                           o        Communicate necessary information to the BSS
                                    for billing actions requested.

                  o        Interim NAP Maintenance - The NOC shall perform
                           normal maintenance on the Interim NAP infrastructure,
                           to include testing of all changes and upgrades.

         2.4.     INFORMATION SECURITY (TIME & MATERIAL SERVICES)

                  Telcordia shall refine and confirm M&Ps and implement security
                  provisions not covered by internal NAP security provisions and
                  physical security as follows:

                  STAGE 1 - PLAN

                           Network Security Monitoring Strategic Planning --
                           Telcordia shall provide planning in the area of
                           Security Operations Center and Technical Call Center
                           Support. This planning shall include: strategic
                           security planning, security monitoring (e.g.,
                           firewall management, VPN Services, intrusion
                           detection).

                  STAGE 2 - DESIGN

                           Network Security Monitoring Architecture Support --
                           Telcordia shall provide architecture support in the
                           area of Security Operations Center and Technical Call
                           Center Support. This support shall include: network
                           security monitoring (e.g., access control, firewall
                           management, VPN Services, intrusion detection),
                           network security architecture and pre-operational
                           testing. Telcordia may provide support in the
                           development of software as needed to implement
                           security-relevant applications, specialized operating
                           system modification, smart card integration, etc. as
                           directed. This architecture support shall include
                           interface/integration with other network and
                           operational elements, such. as the Foundry security
                           layer services.



                                       4



                       CONFIDENTIAL -- RESTRICTED ACCESS

                           NETWORK SECURITY MONITORING PROCESS AND PROCEDURES --
                           Telcordia shall provide support in the development
                           and review/evaluation of network security monitoring
                           policies and procedures as necessary. Telcordia shall
                           support the development of Security Test Plans, which
                           shall describe the types, scope, objectives,
                           schedule, and test criteria. Telcordia shall also
                           produce security test reports, detailing the results,
                           architectural impacts and recommendations for future
                           development and/or follow-on testing.

                           SECURITY POLICY/PROCEDURES DEVELOPMENT/ANALYSIS
                           (INCLUDING DISASTER RECOVERY OF BUSINESS CONTINUITY
                           PLANNING) -- Telcordia shall provide support in the
                           development and review/evaluation of security
                           policies and procedures, Disaster Recovery
                           Planning/Business Continuity.

                  STAGE 3 - DEPLOY

                           INITIAL SECURITY TRAINING/PREPAREDNESS OF PERSONNEL
                           -- Telcordia shall support information technology
                           security awareness and deliver site-specific
                           preparedness training in the areas of prevention,
                           reporting, mitigation, and escalation. A broad-based
                           tailored program shall be provided on site for
                           operating staff personnel.

                           INFORMATION SECURITY ASSESSMENTS -- Telcordia shall
                           provide a comprehensive independent information
                           security assessment (ISA) including internal and
                           external network penetration testing, on-site
                           facilities assessment, staff interviews, review of
                           existing policies and procedures and operational
                           environment. This includes an initial assessment at
                           the initiation of operations and a follow-up
                           assessment at the 4-6 month point of operations, as
                           appropriate.

                           DISASTER RECOVERY/BUSINESS CONTINUITY TESTING -
                           Telcordia shall create operational procedures and
                           processes associated with Disaster Recovery/Business
                           Continuity and shall perform testing and evaluation
                           of their completeness.

                           FIREWALL CONFIGURATION/INSTALLATION/TESTING -
                           Telcordia shall configure, at the Managed Network
                           Service Center ("MNSC"), a Firewall containing a
                           tailored customer configuration policy. Telcordia
                           shall install the Firewall at the Interim NAP
                           facility and execute acceptance testing for
                           transition to remote monitoring at the MNSC. Firewall
                           configuration/installation testing is a per firewall
                           requirement and is based on client specific
                           requirements. Any colocation customer firewall
                           configuration/installation/testing will be performed
                           for an additional fee.

                                       5

                       CONFIDENTIAL -- RESTRICTED ACCESS

3.       DELETED

4.       NAPA RESPONSIBILITIES

NAPA's responsibility is to provide operational interface support to the billing
operations conducted by the BSS.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA.

5.       ASSUMPTIONS

In addition to any assumptions specified in the Sections above, Telcordia has
based its estimates for the performance of the Services on the following
assumptions. Changes to these assumptions may change Telcordia's estimates of
the performance of Services, and such changes shall be managed in accordance
with Section 13 of the Master Agreement, as amended.

         o        For the term of this WS, Telcordia requires 24 hour, 7 day a
                  week unescorted access to the interim facility, inclusive of
                  holidays;

         o        For the term of this WS, Operations support coverage for NOC
                  operations, help desk and Call Center shall be provided seven
                  (7) days per week, twenty four (24) hours per day, inclusive
                  of holidays;

         o        Back-office business systems support (BSS) shall be provided
                  twelve (12) hours per day, five (5) days per week, exclusive
                  of holidays;

         o        Operations support systems (OSS) and BSS system components
                  shall not be integrated during the term of this WS;

         o        Service Center support is on a partial basis during December
                  2000, as this month represents the period of integration
                  testing and controlled customer introduction. Full service
                  center support as described in this WS is provided for the
                  period January -- June 2001. Service Center support is on a
                  partial basis during July 2001, as this month represents the
                  period of transition of services from the Interim NAP to the
                  Permanent NAP.

         o        The number of customers in the Interim NAP is expected to be
                  no greater than fifty (50) customers;

         o        The number of monitored network elements shall not exceed
                  fifty (50);

         o        A Port is defined as a physical connection to an Interim NAP
                  edge device or comparable equipment;

         o        No more than an average of forty-five (45) trouble calls per
                  port per year at the Call Center are anticipated;



                                       6

                       CONFIDENTIAL -- RESTRICTED ACCESS


         o        All calls into the Call Center are assumed to be voice only
                  (no fax/email calls);

         o        Call Center shall provide ACD for ordering, trouble ticketing,
                  sales & marketing, and billing;

         o        Call Center services shall not provide interactive voice
                  response, and;

         o        Redundant NOC facilities are not provided in the interim
                  system, outside of those facilities located in the interim
                  facility itself.

o             Security monitoring includes NAP only. Firewall and intrusion
              detection setup and monitoring for collocation customers is not
              included in this WS and will be billed on a volume basis.

6.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services on a time and materials and fee for
service basis as follows:

         1)       ESTIMATED AMOUNTS: Telcordia estimates that the Time and
                  Material fee for the Services detailed in Section 2.4 of this
                  WS shall be approximately $520,000, excluding out of pocket
                  expenses and materials. This estimate is not binding.
                  Telcordia shall notify NAPA when it reaches eighty-five
                  percent (85%) of the Estimated Fee. Telcordia shall obtain
                  prior written approval to exceed the Estimated Fee. Telcordia
                  reserves the right to suspend the performance of Services
                  hereunder and toll the term of this WS until NAPA approves in
                  writing a revised Estimated Fee, if any.

         2)       FIXED FEE: The fixed fee for Rapid Apps(TM) Service Bureau
                  operations detailed in Sections 2.1, 2.2 and 2.3 of this WS
                  shall total $340,000. Service Center fees are based on the
                  assumptions in Section 5 of this WS for the projected activity
                  in the interim NAP facility. The total Service Center fees for
                  the duration of this WS are $340,000. This is a fixed price.
                  This pricing is based on not exceeding the projected activity
                  assumptions of paragraph 5. If ramp up and operations volume
                  exceeds the projected activity assumptions of paragraph 5, we
                  will revisit the fixed fee for Service Bureau operations.




                                       7


                       CONFIDENTIAL -- RESTRICTED ACCESS



         3)       BILLING: NAPA shall pay Telcordia for the Services on the
                  following bases:

                  a.       Fixed Fee Services: Telcordia shall invoice NAPA for
                           the fixed fee services detailed in Sections 2.1, 2.2,
                           and 2.3 of this WS in accordance with the following
                           schedule:

                               December 2000                 $      30,000
                               January 2001                  $      46,670
                               February 2001                 $      46,666
                               March 2001                    $      46,666
                               April 2001                    $      46,666
                               May 2001                      $      46,666
                               June 2001                     $      46,666
                               July 2001                     $      30,000

                               TOTAL                         $     340,000

                  b.       Time and Materials Services: Telcordia shall invoice
                           NAPA for the Time and Materials services detailed in
                           Section 2.4 of this WS in accordance with the
                           following provisions:

                           A)       LABOR: All labor shall be reimbursed on an
                                    hourly basis, based on the actual hours
                                    incurred multiplied by the hourly rates as
                                    set forth below. The rates below represent
                                    Preferred Pricing rates as defined in
                                    Section 2 of the Master Agreement, as
                                    amended.

                               NAP OF THE AMERICAS



                  ------------------------------ ------------------------------------ ---------------------------
                              ROLE                    NAP OF THE AMERICAS ROLES                  RATE
                  ------------------------------ ------------------------------------ ---------------------------
                                                                                     
                  GOVERNANCE                     VP-General Manager                              $315
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Program Manager                                 $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Project Manager                                 $180
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Project Controller                              $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Principal                                       $315
                  ------------------------------ ------------------------------------ ---------------------------

                  ------------------------------ ------------------------------------ ---------------------------
                  CONSULTING                     Principal Consultant                            $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Senior Consultant                               $180
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Consultant                                      $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Principal                                       $315
                  ------------------------------ ------------------------------------ ---------------------------

                  ------------------------------ ------------------------------------ ---------------------------
                  ENGINEERING                    Principal Engineer                              $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Senior Engineer                                 $180
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Engineer                                        $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Principal                                       $315
                  ------------------------------ ------------------------------------ ---------------------------


                                       8

                       CONFIDENTIAL -- RESTRICTED ACCESS



                  ------------------------------ ------------------------------------ ---------------------------
                              ROLE                    NAP OF THE AMERICAS ROLES                  RATE
                  ------------------------------ ------------------------------------ ---------------------------
                                                                                     
                  ------------------------------ ------------------------------------ ---------------------------
                  OPERATIONS                     Operations Manager                              $242
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Systems Administrator                           $144
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Senior Technician                               $120
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Technician                                       $95
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Junior Technician                                $70
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Customer Care Representative                     $70
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Provisioning Specialist                          $95
                  ------------------------------ ------------------------------------ ---------------------------
                                                 Billing Specialist                               $70
                  ------------------------------ ------------------------------------ ---------------------------

                  ------------------------------ ------------------------------------ ---------------------------
                  SUPPORT                        Administration Specialist                        $60
                  ------------------------------ ------------------------------------ ---------------------------


                  OTHER DIRECT COSTS AND MATERIALS: NAPA shall reimburse
                  Telcordia for all reasonable out-of-pocket expenses incurred
                  in connection with the Services, including, but not limited
                  to, travel, lodging, meals, telephone, all materials purchased
                  by Telcordia exclusively for use in performing the Services.
                  Telcordia shall bill NAPA for these out of pocket expenses at
                  cost on a monthly basis.

Telcordia shall bill NAPA on a monthly basis as specified in section 2.2 of the
Master Agreement.

7. DELIVERABLES

Telcordia shall provide the following Deliverables:

DELIVERABLE 1: BILLING PROCESSING

Billing services as prescribed in the M&Ps developed in WS-0003 shall be
provided throughout the term of this WS. In delivering this service, Remedy
shall be actively employed.

DELIVERABLE 2: CUSTOMER CARE

Customer care services as prescribed in the M&Ps developed in WS-0003 shall be
provided throughout the term of this WS. In delivering this service, Remedy and
Visionael shall be actively employed.

DELIVERABLE 3: NETWORK OPERATIONS CENTER

Network operations services as prescribed in the M&Ps developed in WS-0003, the
RapidApps NOC Concept of Operations, and the Telcordia Network Management
Architecture shall be provided throughout the term of this WS. In delivering
this service, HP OpenView, NetCool, Remedy and Visionael shall be actively
employed.

                                       9

                       CONFIDENTIAL -- RESTRICTED ACCESS



DELIVERABLE 4: INFORMATION SECURITY PLAN- STAGE 1

Development of the Network Security Monitoring Strategic Plan. Telcordia will
provide a formalized delivery plan/schedule as well as the actual document.

DELIVERABLE 5: INFORMATION SECURITY DESIGN- STAGE 2

Development of the Network Security Monitoring Architecture Document. Telcordia
will provide a formalized delivery plan/schedule as well as the actual document.

Development of Network Security Monitoring Process and Procedures. Telcordia
will provide a formalized delivery plan/schedule as well as the actual document.

Development of formalized Security Policy/Procedures. Telcordia will provide a
formalized delivery plan/schedule as well as the actual document.

DELIVERABLE 6: INFORMATION SECURITY DEPLOYMENT- STAGE 3

Development of the Initial Security Training/Preparedness program. Telcordia
will provide a formalized delivery plan/schedule as well as the course results.

Development of an Information Security Assessment Report and Briefing. Telcordia
will provide a formalized delivery plan/schedule as well as the actual,
documented findings/recommendations.

Development of a Disaster Recovery/Business Continuity Plan. This includes the
development and execution of the Security Test Plan, we will provide a
formalized delivery plan/schedule as well as the test plan, test results, and
recommendations.

Development and execution of the Certification and Accreditation activity.
Telcordia will provide a formalized delivery plan/schedule as well as the
Certification test plan, test results, and recommendations

8. SCHEDULE OF SERVICES

The term of this WS is December 1, 2000 through July 31, 2001.

This Work Statement shall commence upon the execution of both parties at the
agreed upon worksite in Miami, and shall be in force for the work performance
period. The following schedule is provided for information and planning purposes
only until such time as a detailed project schedule is developed and agreed upon
in writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties
agree to work cooperatively toward developing the Definitive Project Schedule
within 2 weeks of the date this WS is executed by both Parties. All project
milestones and their dependencies shall be reflected in the Definitive Project
Schedule.


                                       10

                       CONFIDENTIAL -- RESTRICTED ACCESS


The anticipated schedule for the project includes the following tasks:



         ----------------------- ------------------------------------------------ -----------------------------------
                TASK NO.                        TASK DESCRIPTION                            ESTIMATED DATE
         ----------------------- ------------------------------------------------ -----------------------------------
                                                                             
                   1             Customer Care                                    Commence 12/1/00
         ----------------------- ------------------------------------------------ -----------------------------------
                   2             Billing                                          Commence 12/1/00
         ----------------------- ------------------------------------------------ -----------------------------------
                   3             Network Operations Center                        Commence 12/1/00
         ----------------------- ------------------------------------------------ -----------------------------------
                   4             Deliver Information security plan-Stage 1        November 1, 2000
         ----------------------- ------------------------------------------------ -----------------------------------
                   5             Deliver Information security design-Stage 2      December 1, 2000
         ----------------------- ------------------------------------------------ -----------------------------------
                   6             Deliver Information security deployment-Stage 3  December 20, 2000
         ----------------------- ------------------------------------------------ -----------------------------------


9. LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide the Services at Telcordia facilities or NAPA facilities
in Miami, Florida.

10. TELCORDIA CONTACTS




                      TECHNICAL CONTACT                                              ADMINISTRATIVE CONTACT
                      -----------------                                              ----------------------
                                                                                                    
Gary Shilling                                                  Beth Morgan
SAIC                                                           Director, Professional Services
10260 Campus Point Drive,                                      1200 Brickell Avenue, Suite 1200
MS-E2B                                                         Miami, FL 33131
San Diego, CA 92121                                            Telephone:                           305-372-7970
Telephone:                         858-826-9889                Fax:                                 305-349-2030
Fax:                               858-826-9339                Email:                               Mmorgan1@telcordia.com
Email:                             Gary.d.shilling@saic.com



11. OTHER TERMS AND CONDITIONS

         a)       ACCEPTANCE

         Acceptance of Services shall be deemed to have occurred upon having
performed such Services.



                                       11


                       CONFIDENTIAL -- RESTRICTED ACCESS

The parties to this Work Statement agree to the terms of the Master Agreement
and this Work Statement and further represent that this Work Statement is
executed by duly authorized representatives as of the dates below.

NAP OF THE AMERICAS INC.                         TELCORDIA TECHNOLOGIES, INC.

By: /s/ Brian K. Goodkind                        By: /s/ Thelina Andersen
   ------------------------------------          -----------------------------

Name: Brian K. Goodkind                          Name: Thelina Andersen
     ---------------------------------                -------------------------

Title: Executive Vice President and COO          Title: Contract Manager
     -----------------------------------                -----------------------

Date:                                            Date: 1-31-01
      ----------------------------------              -------------------------









                                       12

                                      PLAN, DESIGN AND BUILD OF THE PNAP NETWORK
                                                         WORK STATEMENT NO. 0010

- -------------------------------------------------------------------------------


This Work Statement ("WS") is issued under the Professional Services Master
Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on
September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with the planning, design, and installation of a permanent Internet
Network Access Point ("PNAP") network at the Technology Center of the Americas
("TECOTA") location in Miami. Telcordia shall architect, design and deploy the
PNAP as described in this WS. Telcordia shall also design, and deploy a primary
on-site Network Operations Center ("NOC") for the PNAP. Backup network
operations activities will be accomplished at an off-site location and covered
in a separate WS. All operational activities will be covered in a separate Work
Statement. In the balance of this document, references to Telcordia activities
shall be understood to mean activities performed by either Telcordia, SAIC, or
both.

Telcordia shall provide the following Professional Services ("Services") to
NAPA:

         o        Update the existing design of the NAP, plan and develop a
                  prototype network architecture at Telcordia laboratories in
                  Red Bank, NJ to support the initial testing of the NAP
                  network;

         o        Update the existing design for the NAP network and operations
                  environment and deploy an operations environment that is
                  suitable for the PNAP;

         o        Configure and test of the NAP network for a limited number of
                  initial customers.

2. DESCRIPTION OF SERVICES

PNAP Network Architecture, Design and Deployment Support

Telcordia shall perform the following activities:

         (a)      NAP ARCHITECTURE: Telcordia shall update a network
                  architecture for the PNAP. This architecture will allow for
                  the extension of services from the Interim NAP site to the
                  PNAP site. The architecture will also support a higher traffic
                  volume than is currently available with any of the four








                  competitive Tier 1 NAPs. This architecture will determine how
                  advanced services will be supported, (e.g., optical routing).
                  In addition, the architecture will support the ability to
                  provide services off-site in order to allow a simple expansion
                  to other nearby locations. The network architecture will
                  include a technical description of how private and public
                  peering functions will be supported, aspects of Internet
                  Protocol ("IP") routing connectivity including the IP address
                  plan and other capabilities of the PNAP.

         (b)      EQUIPMENT SELECTION: Telcordia shall evaluate the existing
                  network equipment products for use in the PNAP. If Telcordia
                  determines that there are some technical issues with vendor
                  equipment that cannot be resolved with the vendor
                  documentation, Telcordia shall conduct a technical comparison
                  and assess the functionality of each product. The technical
                  comparison will involve Telcordia testing equipment from
                  multiple vendors, and providing a technical comparison of
                  their features and performance. Based on this technical
                  information, and non-technical information such as pricing and
                  availability, Telcordia shall recommend and NAPA shall select
                  the appropriate equipment for the PNAP.

         (c)      NAP DESIGN: Telcordia shall develop a network design for the
                  PNAP. This design shall include the description of the
                  specific equipment to be used in the PNAP, and how this
                  equipment is interconnected to customer equipment and the
                  network management equipment. The design shall be sufficient
                  to support the initial number of customers specified in the
                  PNAP financial model. The design will also include the
                  capability to expand the NAP to support the maximum number of
                  customers specified in the financial model.

         (d)      NETWORK MANAGEMENT ARCHITECTURE: Telcordia shall develop a
                  network management architecture that will describe how the
                  PNAP can be managed. This will include support for a primary
                  Network Operations Center ("NOC") that is co-located with the
                  PNA.P ("Miami NOC") and a backup off-site NOC. It will also
                  support mechanisms for managing the Interim NAP equipment.

                  o        Definition of roles of Primary and Second NOCs for
                           PNAP to achieve objectives of cost containment and
                           monitoring levels.

                  o        Agreement on Levels of Monitoring for NAP and
                           Co-location space (one level or tiered).

                  o        Level of Automation for Each of the Five Network
                           Management Areas (Fault, Configuration, Accounting,
                           Performance, and Security - FCAPS).

                  o        Identification of Systems/Vendors for each FCAPS
                           area.

                  o        Reusing the appropriate systems from the Interim NAP
                           implementation, and the identification of systems
                           that need to be developed.

                  o        Concurrence on phased rollout for each area under
                           FCAPS



                                       2


                  o        Preliminary Systems Integration and Instrumentation.

         (e)      METHODS & PROCEDURES: Telcordia shall develop several methods
                  and procedures for the PNAP. These methods and procedures will
                  be designed to be used in the PNAP and will include:
                  provisioning a new customer, troubleshooting the Miami NOC and
                  the collection and storage of network information.

                  o        Goal will be to reuse as many of the M&P developed
                           for the Interim NAP as possible.

                  o        Assumption is that staff currently on Interim NAP
                           will move to the PNAP (i.e., skill set will be
                           comparable).

                  o        M&Ps will be available electronically on operator
                           consoles.

                  o        M&Ps will be electronically linked to particular
                           activities in FCAPS (e.g., an alarm presented under
                           Fault Management on an operator screen will cause a
                           pop-up of the relevant M&P (this is a target
                           capability and will not be delivered at the beginning
                           of General Availability).

         (f)      NETWORK MANAGEMENT DESIGN: Telcordia shall develop a design
                  for the Miami NOC-based network management system. This design
                  will include the hardware and software required to implement
                  the features described in the network management architecture.
                  It will not include the design of the off-site NOC.

                  o        As per the NM architecture in item d above, the
                           design of the NM systems will use world class
                           hardware and software and be integrated and initially
                           system tested at the Telcordia Red Bank location.
                           Possible software solutions include: platforms from
                           Computer Associates, Action Request System (i.e.,
                           Remedy for Trouble Ticketing), Tivoli, HP OpenView,
                           and NetCool.

                  o        Final instrumentation of the NM systems will occur at
                           the PNAP.

                  o        Following instrumentation, operator training will
                           commence, followed by an Operational Readiness Test
                           (ORT).

         (g)      TEST PLAN: Telcordia shall develop a PNAP Test Plan for the
                  NAP network. The Test Plan shall include the processes to be
                  used to verify that the PNAP network (i) provides the features
                  specified in the Network Architecture, (ii) can be managed as
                  specified in the network management plan.

         (h)      NAP DEPLOYMENT: Telcordia shall deploy the PNAP network as
                  described in the PNAP design document in the Miami TECOTA
                  facility. The purchase or financing of the equipment used in
                  the PNAP network is beyond the scope of this WS.



                                       3


         (i)      NOC DEPLOYMENT: Telcordia shall deploy a Miami NOC as
                  described in the network management design document. The
                  purchase or financing of the equipment used in this NOC is
                  beyond the scope of this WS.

         (j)      TESTING: Telcordia shall execute the Test Plan and provide a
                  written report indicating the results of the tests and
                  Telcordia's recommendations to address any deficiencies found
                  during testing.

         (k)      PHYSICAL DESIGN SUPPORT: Telcordia shall provide on-demand
                  professional services support for the design of the PNAP
                  facilities. This support can include: cabling specifications
                  for NAP and location space, particulate filtration
                  requirements, security assessment, electrical power
                  requirements, patch-panel specifications and management
                  process, etc. This WS pricing assumes up to ninety (90) hours
                  of on-demand consulting support during the term of this work
                  statement. NAPA is under no obligation to use the Physical
                  Design services listed in this paragraph.

         (l)      PROJECT MANAGEMENT: Telcordia shall provide project management
                  services in this WS. Telcordia shall also provide status
                  reports and on-demand information to NAPA in a mutually agreed
                  manner. Pricing of this WS assumes NAPA will require project
                  management support that is proportional to the support
                  provided under WS2.

3.       NAPA RESPONSIBILITIES

         (a)      Monty Bannerman shall be the single point of contact empowered
                  to make decisions related to the Services Within one (1) week
                  of contract execution.

         (b)      By FEBRUARY 1, 2001, NAPA must identify and make final
                  decisions on the contractual arrangement under which NAP
                  customers will lease co-location space within the PNAP
                  facility including:

                  o        Business rules surrounding denial and restoration of
                           service to NAPA's co-location customers;

                  o        Detailed service definitions, including billing
                           arrangements, pricing and discount arrangements;

                  o        Products and service portfolios NAPA shall offer its
                           customers.

                  o        The key sizing elements of the PNAP financial model
                           that are needed to complete the design of the PNAP.

         (c)      NAPA shall provide:

                  o        Access as required by Telcordia to facility
                           preparation schedules;



                                       4


                  o        Agreed to commitment dates from the manager of the
                           TECOTA facility including commitments related to
                           improvements that may be necessary to the facility;

                  o        Access to NAPA personnel to assist in defining
                           billing, network and service operations;

                  o        A TECOTA facility with suitable infrastructure e.g.,
                           with adequate power, environmental conditions, and
                           security) as determined and agreed to jointly by NAPA
                           and Telcordia;

                  o        Procedures for escalation of network and customer
                           problems to appropriate NAPA personnel.

                  o        The purchase or lease agreements for acquiring the
                           NAP and NOC equipment for deployment in the TECOTA
                           facility.

         (d)      NAPA shall review any Deliverable document submitted by
                  Telcordia in draft form and notify Telcordia in writing within
                  ten (10) business days of any deficiencies in the draft
                  Deliverable document in sufficient detail to enable Telcordia
                  to make any necessary changes and submit to NAPA in final form
                  or notify Telcordia of a delay in the document review. If a
                  response is not received on the draft Deliverable within ten
                  (10) business days, the Deliverable will be deemed accepted by
                  NAPA.

         (e)      NAPA shall provide appropriate facilities at NAPA's sole
                  expense for Telcordia's use at the NAPA site, for the sole
                  purpose of providing NAPA the Services identified in this WS,
                  for the duration of the Services to be provided under this WS,
                  including but not limited to, work space, desk, telephones
                  with outside long distance line, workstation/PC with logins
                  and communications links to NAPA's network, and access to all
                  necessary systems, buildings and NAPA personnel.

Failure to perform any of the above NAPA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.

4.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

         (a)      ESTIMATED AMOUNTS: Telcordia estimates that the fee for the
                  Services will be approximately Four Million, Eight Hundred
                  Thousand Dollars (US$4,800,000) ("Estimated Fee"), excluding
                  out of pocket expenses and materials. The Estimated Fee is
                  non-binding on Telcordia, Telcordia shall notify NAPA when it
                  reaches eighty-five percent (85%) of the Estimated Fee.
                  Telcordia shall obtain prior written approval to exceed the



                                       5


                  Estimated Fee in the aggregate (fees plus reimbursable
                  expenses). Telcordia reserves the right to suspend the
                  performance of Services hereunder and toll the term of this WS
                  until NAPA approves in writing a revised Estimated Fee, if
                  any.

         (b)      BILLING: NAPA shall pay Telcordia for the Services on the
                  following basis:

                  1)       LABOR: All labor shall be reimbursed on an hourly
                           basis, based on the actual hours incurred multiplied
                           by the hourly rates as set forth below. The rates
                           below represent Preferred Pricing rates as defined in
                           Section 2 of the Master Agreement, as amended.



                               ------------------ -------------------------------------- ----------------
                                     ROLE               NAP OF THE AMERICAS ROLES             RATE
                               ------------------ -------------------------------------- ----------------
                                                                                        
                                  Engineering                   Principal                     $315
                               ------------------ -------------------------------------- ----------------
                                  Engineering                   Principal                     $242
                               ------------------ -------------------------------------- ----------------
                                  Engineering                Senior Engineer                  $180
                               ------------------ -------------------------------------- ----------------
                                  Engineering                   Engineer                      $144
                               ------------------ -------------------------------------- ----------------
                                  Engineering              Associate Engineer                 $120
                               ------------------ -------------------------------------- ----------------
                                  Engineering                  Technician                      $95
                               ------------------ -------------------------------------- ----------------
                                  Engineering               Junior Technician                  $70
                               ------------------ -------------------------------------- ----------------


                  2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall
                           reimburse Telcordia for all reasonable out-of-pocket
                           expenses incurred in connection with the Services,
                           including, but not limited to, travel, lodging,
                           meals, telephone, all materials purchased by
                           Telcordia exclusively for use in performing the
                           Services and contracted services provided by Third
                           Party Hardware and Software manufacturers, resellers
                           or integrators. Telcordia shall bill NAPA for these
                           out of pocket expenses at cost on a monthly basis.
                           Telcordia shall notify NAPA in advance of contracting
                           with third parties for services to complete this WS.

Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.

5.       DELIVERABLES

Telcordia shall provide the following Deliverables. Telcordia shall also provide
written Deliverables in Adobe Acrobat(R) format and in Microsoft Office format.

         (a)      DELIVERABLE 1: NAP ARCHITECTURE: Telcordia shall deliver an
                  architecture document and an associated presentation that
                  describes the PNAP architecture.

         (b)      DELIVERABLE 2: EQUIPMENT SELECTION: Results of the equipment
                  selection shall be included in the PNAP design document.



                                       6


         (c)      DELIVERABLE 3: NAP DESIGN: Telcordia shall deliver a document
                  that describes the design of the PNAP.

         (d)      DELIVERABLE 4: NM ARCHITECTURE: Telcordia shall deliver an
                  architecture document and an associated presentation that
                  describes the PNA.P network management architecture.

         (e)      DELIVERABLE 5: METHODS AND PROCEDURES: Telcordia shall deliver
                  documentation for each set of methods and procedures that are
                  developed. The nature of the documentation and the number of
                  methods and procedures will be decided by mutual consent of
                  NAPA and Telcordia.

         (f)      DELIVERABLE 6: NM DESIGN: Telcordia shall deliver a document
                  that describes the design of the Miami NOC.

         (g)      DELIVERABLE 7: TEST PLAN: Telcordia shall deliver a test plan
                  document that will be used to execute the testing of the PNAP.

         (h)      DELIVERABLE 8: NAP DEPLOYMENT: Telcordia shall deliver a
                  tested NAP to the TECOTA facility that meets the design
                  specified in the NAP design document The purchase or financing
                  of the equipment used in this NAP will be covered in a
                  separate WS.

         (i)      DELIVERABLE 9: NOC DEPLOYMENT: Telcordia shall deliver a
                  tested NOC to the TECOTA facility that meets the design
                  specified in the NOC design document. The purchase or
                  financing of the equipment used in this NOC will be covered in
                  a separate WS.

         (j)      DELIVERABLE 10: TESTING: Telcordia shall deliver a written
                  report indicating the results of the tests and Telcordia's
                  recommendations to address any deficiencies found during
                  testing.

         (k)      DELIVERABLE 11: PHYSICAL DESIGN SUPPORT: Specific deliverables
                  and reports shall be defined by mutual agreement of both NAPA
                  and Telcordia.

         (l)      DELIVERABLE 12: PROJECT MANAGEMENT: Telcordia shall also
                  provide status reports and on-demand information to NAPA in a
                  mutually agreed manner.

6.       SCHEDULE OF SERVICES

The term of this WS is January 12, 2001 through December 31, 2001.

The following schedule is provided for information and planning purposes only
until such time as a detailed project schedule is developed and agreed upon in
writing by Telcordia and NAPA ("Definitive Project Schedule"). The parties agree
to work cooperatively and in good faith toward developing the Definitive Project



                                       7


Schedule within two (2) weeks of execution of this WS. AU project milestones and
their dependencies will be reflected in the Definitive Project Schedule.



========= ====================================================================== =====================================
                                        MILESTONE                                          ESTIMATED DATE*
========= ====================================================================== =====================================
                                                                            
1.        Execution of WS                                                        January 16, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
2.        Start of Work                                                          January 25, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
3.        Preliminary NAP and NM Architecture for Review                         February 23, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
4.        NAP Network Architecture                                               March 9, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
5.        Network Management Architecture                                        March 9, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
6.        Equipment Selection                                                    March 23, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
7.        NAP Network Design Working Draft                                       April 16, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
8.        Methods and Procedures Working Draft Complete                          May 31, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
9.        NAP Test Plan Complete                                                 May 1, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
10.       NAP Equipment Deployed in TECOTA                                       May 18, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
11.       Initial NOC Equipment Deployed in TECOTA                               May 18, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
12.       NAP and Initial NOC Integration Test Complete                          May 30, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
13.       Miami NOC Staff Training Complete                                      June 15, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
14.       Finalize NAP Design                                                    June 15, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
15.       Operational Readiness Test                                             June 22, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
16.       Finalize Initial Methods and Procedures                                June 29, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
17.       Start Controlled Introduction                                          June 30, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
18.       Finalize Complete Set of Methods and Procedure                         July 20, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
19.       NAP arid Final NOC Integration Test Complete                           August 31, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------
- --------- ---------------------------------------------------------------------- -------------------------------------
20.       Start General Availability                                             August 31, 2001
- --------- ---------------------------------------------------------------------- -------------------------------------

*Estimated dates may vary and may be dependent upon input by NAPA.


7.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.

8.       TELCORDIA CONTACTS



          TECHNICAL CONTACT                                        ADMINISTRATIVE CONTACT
          -----------------                                        ----------------------
                                                                          
Richard Nici                                               Max Figueroa
Director, Broadband Networking and e-Business              General Manager, Broadband Networking and e-Business
331 Newman Springs Rd.                                     331 Newman Springs Rd.
Red Bank, NJ 07701                                         Red Bank, NJ 07701
Telephone:        732-758-5447                             Telephone:        732-758-2218
Fax:              732-758-4177                             Fax:              732-758-4177
Email:            rnici @telcordia.com                     Email:            mfiguero @ telcordia.com


                                       8


9.       OTHER TERMS AND CONDITIONS

         (a)      Acceptance of Services

         Acceptance of Services shall be deemed to have occurred upon having
performed such Services.

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:                                  TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.

By:    /s/ Brian K. Goodkind               By:       /s/ Thelina E. Andersen
       ----------------------------------      ------------------------------

Name:    Brian K. Goodkind                  Name:     Thelina E. Andersen
         --------------------------------             -------------------

Title:   Executive Vice President & COO     Title:    Senior Contract Manager
         --------------------------------             -----------------------

Date:                                       Date:
         --------------------------------



                                       9

                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 1NAP10-1 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 27TH
day of March, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.


         1.       Title of Scope Change: Resale of Hardware for Permanent NAP in
                  Miami.


         2.       Date of Scope Change: March 28, 2001


         3.       Originator of Scope Change: Max Figueroa


         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase hardware in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.


         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o        Upon NAPA' s written approval of the quote for
                           hardware, and associated support contracts, contained
                           in Attachment A "Hardware", NAPA will issue a
                           Purchase Order to Telcordia for the full amount of
                           the hardware. Telcordia shall then order and take
                           delivery of such Hardware.

                  o        Upon completion of the development of the solution
                           using the Hardware as described in Work Statement
                           1NAP10, Telcordia shall ship, at NAPA's expense
                           including insurance coverage, the Hardware to a
                           secure location designated by NAPA in Miami. All
                           equipment will be considered accepted by NAPA upon
                           delivery to its designated destination.

                  o        In no event shall Telcordia have any liability in
                           connection with shipment, nor shall the carrier be
                           deemed to be an agent of Telcordia. Telcordia shall
                           not be liable for damage or penalty for delay in
                           delivery or for failure to give notice of any delay.


         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for Hardware by March 30, 2001.


         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Hardware on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Hardware
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $508,055.13 ("Advance Payment")
                  in advance of Telcordia's issuance of a purchase order for the
                  Hardware.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Hardware within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to Sun Microsystems, Inc. ("Sun"), which




                  is the Telcordia price per Attachment A ("Vendor Payment") for
                  the equipment within the same thirty (30) day period,
                  Telcordia will return to NAPA the Vendor Payment either as a
                  cash payment or a credit to the oldest outstanding invoice.
                  The form of return payment will be either a check or a credit
                  to NAPA, at NAPA's option, subject to the following: (1) If
                  NAPA has an outstanding debit balance with Telcordia, the
                  credit and/or check shall be reduced by the amount of the
                  debit balance and the debit balance will be satisfied first;
                  and (2) Telcordia shall retain the difference between the
                  Advance Payment and Vendor Payment in consideration for
                  Telcordia purchasing Hardware for resale to NAPA. Telcordia
                  shall also provide the Leasing Company with an assignment
                  letter assigning full right and title to the Hardware
                  purchased in satisfaction of all Telcordia obligations under
                  this agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

The following additional terms apply to the resale of hardware as described in
this change order.

                  o        TRANSFER OF TITLE: After payment in full is received
                           by Telcordia for the Hardware, Telcordia will ship
                           such items, at NAPA's expense including insurance
                           coverage, to a location designated by NAPA, no later
                           than thirty (30) calendar days after payment has been
                           received. Title to such Hardware obtained by
                           Telcordia for resale to NAPA shall pass to NAPA upon
                           receipt of the items so purchased.

                  o        HARDWARE AND SOFTWARE: NAPA further acknowledges that
                           Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY
                           WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR
                           IMPLIED, OR ANY KIND WHATSOEVER WITH RESPECT TO THE
                           HARDWARE ACQUIRED BY NAPA UNDER THIS CHANGE ORDER,
                           INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
                           DESIGN, OR CONDITION OF THE HARDWARE; (2) AS TO THE
                           MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR
                           ANY PARTICULAR PURPOSE; (3) as to the quality or
                           capacity of the Hardware , the materials in the
                           Hardware ,or workmanship in the Hardware; (4) as to
                           any latent defects in the Hardware; (5) as to any
                           patent infringement; and (6) as to the compliance of
                           the Hardware with any requirements of any law, rule,
                           specification, or contract pertaining thereto.

                  o        PROBLEMS WITH HARDWARE. If the Hardware is not
                           properly installed, does not operate as represented
                           or warranted by the manufacturer, publisher or the
                           supplier, NAPA shall make a claim on account thereof
                           solely against the supplier, publisher or
                           manufacturer and shall, nevertheless, pay Telcordia
                           all fees payable hereunder. As between NAPA and
                           Telcordia, and only in those instances where the
                           manufacturer, publisher or supplier has provided any
                           maintenance agreement, warranty or guaranty of any
                           nature whatsoever applicable to the Hardware,
                           Telcordia hereby assigns to NAPA whatever assignable



                                                                          Page 2



                           interest Telcordia may have in such maintenance
                           agreement, warranty or guaranty. The aforesaid
                           assignment shall not in any way be deemed to limit,
                           negate, or otherwise affect the disclaimer of
                           warranties contained in the preceding paragraphs.
                           Telcordia shall not incur any duties arising out of
                           any manufacturer's, supplier's or publisher's
                           warranties or guarantees, except as otherwise
                           expressly set forth herein. Further, Telcordia shall
                           not incur any liability whatsoever arising out of any
                           claims by NAPA or breach of any manufacturer's,
                           supplier's or publisher's warranties or guarantees
                           applicable to the Hardware.

                  o        DELIVERY AND INSPECTION. NAPA will accept the
                           Hardware provided by Telcordia upon its delivery to
                           the Permanent NAP.

                  o        LOSS OR DAMAGE. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided by Telcordia, NAPA shall bear the entire
                           risk of loss, theft, destruction, or damage of the
                           Hardware provided by Telcordia or any portion thereof
                           from any cause whatsoever. The total or partial
                           destruction of any such Hardware, or total or partial
                           loss of use or possession thereof by NAPA, shall not
                           release or relieve NAPA from the duty to pay the fees
                           herein provided. Telcordia shall not be obligated to
                           undertake, by litigation or otherwise, the collection
                           of any claim against any person for loss or damage of
                           such Hardware.

                  o        ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's
                           good faith acceptance of a tax exemption certificate
                           does not represent an assurance that the State will
                           also accept the certificate as valid at the time of
                           audit review. NAPA is responsible for any future
                           audit adjustment if the certificate is not accepted.
                           NAPA agrees to reimburse Telcordia for the amount of
                           audit adjustment and the aggregate of tax, interest,
                           and penalty, if a certificate is subsequently denied.

                  o        INDEMNITY. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided in this section and/or any other related
                           Work Statement, (i) NAPA assumes the risk of
                           liability arising from or pertaining to the
                           possession, operation, or use of the Hardware; and
                           (ii) NAPA hereby agrees to defend, indemnify and hold
                           Telcordia harmless from and against any and all
                           claims, costs, expenses, damages, and liabilities
                           arising from or pertaining to the use, possession, or
                           operation of such Hardware.


         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.


AGREED BY:                                TELCORDIA TECHNOLOGIES, INC.
NAP OF THE AMERICAS, INC.
By:      /s/ BRIAN K. GOODKIND            By: /s/ THELINA E. ANDERSEN
         ------------------------            -----------------------------
Name:    Brian K. Goodkind                Name:    Thelina E. Andersen
Title:   C.O.O. & V.P.                    Title:   Senior Contract Manager
Date:    4-13-01                          Date:    4/13/01








                                                                          Page 3





- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
         SUN (1ST ORDER) HARDWARE QUOTE
- ---------------------------------------------------- --------------- ------------ --------------------------------------------
                                                                      
1.0 ES400 (quote no. WTSP-ML-4200057-B)        1                     $254,027.57  E4500 Server
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.1 E4503-RR1                                  1         $30,650.00   $22,589.05  Rack-Ready Sun Enterprise 4500 Server
                                                                                  chassis with side panels removed and
                                                                                  rack-mount rail kit included, one DVD10,
                                                                                  one Power/Cooling Module, Solaris Server
                                                                                  License. (Standard Product Configuration
                                                                                  when Standard Configuration Rules
                                                                                  Followed; For 72-inch StorEdge Cabinets).
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.2 2602A-P83                                  3         $56,000.00  $125,142.60  EXX00 CPU/Memory Board, two 400-MHz/8-MB
                                                                                  UItraSPARC Modules, one 2-GB Memory
                                                                                  option, available as factory-configured
                                                                                  option for EXX00 servers. OEM Ready - 03/00
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.3 2632A-PP-A                                 1         $12,800.00    $9,433.60  Two EXX00 PCI I/o Boards. Each Board has
                                                                                  two empty 66 Mhz short PCI slots, on-board
                                                                                  10/100 Mbit Fast Ethernet and Fast/Wide
                                                                                  SCSI, two 5.0 volt riser cards
                                                                                  pre-installed, incl. 2 additional 3.3 volt
                                                                                  riser cards Factory installed option, One
                                                                                  Power Cooling Module.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.4 2612A                                      1          $6,500.00    $4,790.50  EXX00 Sbus I/O Board w/three empty Sbus
                                                                                  slots, two empty 100 MB/sec FC-AL sockets,
                                                                                  one 10/100 MB/sec Ethernet (Twisted pair
                                                                                  or MII) Interface. OEM ready - 5/98
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.5 1065A                                      1          $1,295.00      $954.42  Sbus Ultra Differential F/W Intelligent
                                                                                  SCSI Host Adapter.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.6 1049A                                      1          $1,995.00    $1,470.32  Quad FastEthernet 2.0 Sbus Card (QFE)
                                                                                  supports Sun Trunking 1.0 software
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.7 X311L                                      1                                  Localized Power Cord Kit North
                                                                                  American/Asian
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.8 SOLXS-080B9AY9                             1            $100.00       $73.70  Solaris 8 Standard, Latest Release
                                                                                  English-Only Media Kit
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------



                                                                          Page 4





- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                                                                      

1.9 NS-XDSKD130-36GAC                          1          $2,495.00    $2,277.94  Rackable thin storage 1U high,
                                                                                  rackmount-ready disk pack with 2x18GB,
                                                                                  l0Krpm hot-swap drives U1traSCSI SE to
                                                                                  host, AC powered 19" fixed mount included.
                                                                                  19" rail mount (t1 mount) available
                                                                                  separately (standard configuration)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.10 95A                                       2          $1,800.00    $2,653.20  Enterprise Power/Cooling Module, 300W
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.11 XT3AES-RS-22-655                          1        $105,150.00   $77,495.55  655GB Sun StorEdge T3Es, includes 2xT3
                                                                                  arrays configured in 1 partner group,
                                                                                  preconfigured as two RAID 5 LUN's (8+1),
                                                                                  18x36.4GB 10K RPM FC-AL drives, 2xl5 meter
                                                                                  fibre optic cables, 2 Unit Interconnect
                                                                                  cables, installed in a 72" StorEdge
                                                                                  Expansion cabinet, fans and door included,
                                                                                  two 8 port FC switches with 5 GBIC's each,
                                                                                  2 year Sun Spectrum Gold Warranty
                                                                                  included, SRS Ready, Standard Configuration
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.12 6799A                                     2          $2,000.00    $2,948.00  PCI Single FC Network Adapter 100MB/s with
                                                                                  optical interface
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.13VVMT3-311-9999                             1                                  VERITAS Volume Manager 3.1.1 on
                                                                                  Solaris, for T3, License for
                                                                                  Desktop, Workgroup &
                                                                                  Departmental Server Class,
                                                                                  Media Kit & Documentation
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.14 SCMMS-210-R99R                            1                                  Component Manager 2.1 Media Kit and
                                                                                  Documentation L10N local language version
                                                                                  featuring English, French, Japanese,
                                                                                  Korean, Simplified Chinese and Traditional
                                                                                  Chinese.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.15 X3858A                                    2                                  U.S./Canada power cord for
                                                                                  StorEdge expansion cabinet
                                                                                  (NEMA L6-30P plug)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------



                                                                          Page 5




- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                                                                      

1.16 X9660A                                    1            $100.00       $73.70  1 RU Air Baffle for 72" StorEdge Rack
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.17 SERVER-INSTALL                            1          $2,250.00    $2,475.00  ServerStart installation service for Sun
                                                                                  workgroup and Enterprise servers (exluding
                                                                                  E10000)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
1.18 ARRAY-INST-BASE                           1          $1,500.00    $1,650.00  Sun StorEdge ArrayStart installation
                                                                                  service Base Charge. ArrayStart Base
                                                                                  Charge plus Per-GB Charge provides
                                                                                  hardware and software installation and
                                                                                  configuration of Sun StoreEdge Arrays.
- ------------------------------------------- ------------------------------------- --------------------------------------------
SUBTOTAL FOR LINES 1.0 - 1.18                                        $245,027.57
- ------------------------------------------- ------------------------------------- --------------------------------------------
2.0 ES4000                                     1                                  ES4500 Server
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.1 ES503-RR1                                  1         $30,650.00   $22,589.05  Rack-Ready Sun Enterprise 4500
                                                                                  Server chassis with side panels
                                                                                  removed and rack-mount rail kit
                                                                                  included, one DVD10, one
                                                                                  Power/Cooling Module, Solaris
                                                                                  Server License. (Standard
                                                                                  Product Configuration when
                                                                                  Standard Configuration Rules
                                                                                  Followed; For 72-inch StorEdge
                                                                                  Cabinets).
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.2 2602A-P83                                  3         $56,000.00  $125,142.60  EXX00 CPU/Memory Board, two 400-
                                                                                  MHz/8-MB UItraSPARC Modules, one 2-GB
                                                                                  Memory option, available as
                                                                                  factory-configured option for EXX00
                                                                                  servers.
                                                                                  OEM Ready - 03/00
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.3 2632A-PP-A                                 1         $12,800.00    $9,433.60  Two EXX00 PCI I/O Boards. Each Board has
                                                                                  two empty 66 Mhz short PCI slots, on-board
                                                                                  10/100 Mbit Fast Ethernet and Fast/Wide
                                                                                  SCSI, two 5.0 volt riser cards
                                                                                  pre-installed, mci. 2 additional 3.3 volt
                                                                                  riser cards Factory installed option, One
                                                                                  Power Cooling Module.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------



                                                                          Page 6




- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                                                                      
2.4 2612A                                      1          $6,500.00    $4,790.50  EXX00 Sbus I/O Board w/three empty Sbus
                                                                                  slots, two empty 100 MB/sec FC-AL sockets,
                                                                                  one 10/100 MB/sec Ethernet (Twisted pair
                                                                                  or Mu) Interface. OEM ready - 5/98
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.5 1065A                                      1          $1,295.00      $954.42  Sbus Ultra Differential F/W Intelligent
                                                                                  SCSI Host Adapter.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.6 1049A                                      1          $1,995.00    $1,470.32  Quad FastEthernet 2.0 Sbus Card (QFE)
                                                                                  supports Sun Trunking 1.0 software
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.7 X311L                                      1                                  Localized Power Cord Kit North
                                                                                  American/Asian
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.8 SOLZS-080B9AY9                             1            $100.00       $73.70  Solaris 8 Standard, Latest Release
                                                                                  English-Only Media Kit
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.9 NS-XDSKD130-36GAC                          1          $2,495.00    $2,277.94  Rackable thin storage lU high,
                                                                                  rackmourtt-ready disk pack with 2x18GB,
                                                                                  l0Krpm hot-swap drives U1traSCSI SE to
                                                                                  host, AC powered 19" fixed mount included.
                                                                                  19" rail mount (t1 mount) available
                                                                                  separately (standard configuration)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.10 954A                                      2          $1,800.00    $2,653.20  Enterprise Power/Cooling Module, 300W
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.11 XT3AS-RS-22-655                           1        $105,150.00   $77,495.55  655GB Sun StorEdge T3Es, includes 2xT3
                                                                                  arrays configured in 1 partner group,
                                                                                  preconfigured as two RAID 5 LUN's (8+1),
                                                                                  18x36.4GB 10K RPM FC-AL drives, 2x15 meter
                                                                                  fibre optic cables, 2 Unit Interconnect
                                                                                  cables, installed in a 72" StorEdge
                                                                                  Expansion cabinet, fans and door included,
                                                                                  two 8 port FC switches with 5 GEIC's each,
                                                                                  2 year Sun Spectrum Gold Warranty
                                                                                  included, SRS Ready, Standard Configuration
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.12 6799A                                     2          $2,000.00    $2,948.00  PCI Single FC Network Adapter 100MB/s with
                                                                                  optical interface
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------


                                                                          Page 7







- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                        ITEM AND                     UNIT PRICE       TERREMARK
                     PRODUCT NUMBER         QUALITY   PRODUCT           PRICE                       DESCRIPTION
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
                                                                      
2.13 VVMT3-311-9999                            1                                  VERITAS Volume Manager 3.1.1 on
                                                                                  Solaris, for T3, License for Desktop,
                                                                                  Workgroup & Departmental Server Class,
                                                                                  Media Kit & Documentation
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.14 SCMMS-210-R99R                            1                                  Component Manager 2.1 Media Kit and
                                                                                  Documentation L10N local language version
                                                                                  featuring English, French, Japanese,
                                                                                  Korean, Simplified Chinese and Traditional
                                                                                  Chinese.
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.15 X3858A                                    2                                  U.S./Canada power cord for StorEdge
                                                                                  expansion cabinet (NEMA L6-30P plug)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.16 X9660A                                    1            $100.00       $73.70  1 RU Air Baffle for 72" StorEdge Rack
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.17 SERVER-INSTALL                            1          $2,250.00    $2,475.00  ServerStart installation service for Sun
                                                                                  workgroup and Enterprise servers (exluding
                                                                                  E10000)
- ------------------------------------------- -------- --------------- ------------ --------------------------------------------
2.18 ARRAY-INST-BASE                           1          $1,500.00    $1,650.00  Sun StorEdge ArrayStart installation
                                                                                  service Base Charge. ArrayStart Base
                                                                                  Charge plus Per-GB Charge provides
                                                                                  hardware and software installation and
                                                                                  configuration of Sun StoreEdge Arrays.
- ------------------------------------------- ------------------------------------- --------------------------------------------
SUBTOTAL FOR LINES 2.0 - 2.18                                        $245,027.57
- ------------------------------------------- ------------------------------------- --------------------------------------------
          SUN (1ST ORDER) HARDWARE QUOTE                             $508,055.13
- ---------------------------------------------------- --------------- ------------ --------------------------------------------




                                                                          Page 8


                        CONFIDENTIAL -- RESTRICTED ACCESS

TELCORDIA(TM)
TECHNOLOGIES
PERFORMANCE FROM EXPERIENCE


                            SCOPE CHANGE CONTROL FORM

THIS Scope Change No. 1NAP10-2 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13
day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Resale of Software for Permanent NAP in
                  Miami.

         2.       Date of Scope Change: April 13, 2001.

         3.       Originator of Scope Change: Max Figueroa.

         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase software ("Software") and the associated professional
                  services provided by the designated software vendors outlined
                  in Attachment A, in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.

         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o        Upon NAPA's approval of the quote for Software, and
                           associated support contracts, contained in Attachment
                           A, NAPA will issue a Purchase Order to Telcordia for
                           the full amount of the Software. Telcordia shall then
                           order and take delivery of such Software.

                  o        Upon completion of the development of the solution
                           using the Software as described in Work Statement
                           1NAP10, Telcordia shall ship, at NAPA's expense
                           including insurance coverage, the Software to a
                           secure location designated by NAPA in Miami. All
                           equipment and integrated Software will be considered
                           accepted by NAPA upon delivery to its designated
                           destination.

                  o        In no event shall Telcordia have any liability in
                           connection with shipment, nor shall the carrier be
                           deemed to be an agent of Telcordia. Telcordia shall
                           not be liable for damage or penalty for delay in
                           delivery or for failure to give notice of any delay.



                                       1

                        CONFIDENTIAL -- RESTRICTED ACCESS

         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for the Software by April 13, 2001.

         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Software on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Software,
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $418,820.39 ("Advance Payment")
                  in advance of Telcordia's issuance of a purchase order for the
                  Software.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Software within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to each of the vendors, Veritas and
                  Aperture, as listed in Attachment A ("Vendor Payment") for the
                  Software within the same thirty (30) day period, Telcordia
                  will return to NAPA the Vendor Payment either as. a cash
                  payment or as a credit to the oldest outstanding invoice. The
                  form of return payment will be either a check or a credit to
                  NAPA, at NAPA's option, subject to the following: (1) If NAPA
                  has an outstanding debit balance with Telcordia, the credit
                  and/or check shall be reduced by the amount of the debit
                  balance and the debit balance will be satisfied first; and (2)
                  Telcordia shall retain the difference between the Advance
                  Payment and Vendor Payment in consideration for Telcordia
                  purchasing Software for resale to NAPA. Telcordia shall also
                  provide the Leasing Company with an assignment letter
                  assigning full right and title to the Software purchased in
                  satisfaction of all Telcordia obligations under this
                  agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

                  The following additional terms apply to the resale of Software
                  as described in this change order.

                  o        SOFTWARE LICENSES: After payment in full is received
                           by Telcordia for the Software, Telcordia will accept
                           delivery and install the Software. Telcordia will
                           ship such Software, at NAPA's expense including
                           insurance coverage, to a location designated by NAPA,
                           in accordance with the schedule in Contract No.
                           1NAP10. Software Licenses obtained by Telcordia for
                           NAPA under this Change Order will be passed through
                           directly to NAPA. The Software License Agreements in
                           Attachments C and D shall be executed directly
                           between NAPA and each Software vendor. Ownership of
                           the Software shall remain at all times with the
                           publisher of such Software.




                                       2

                        CONFIDENTIAL -- RESTRICTED ACCESS



                  o        SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT Telcordia
                           HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
                           REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY
                           KIND WHATSOEVER WITH RESPECT TO THE SOFTWARE ACQUIRED
                           BY NAPA UNDER THIS CHANGE ORDER, INCLUDING BUT NOT
                           LIMITED TO: (1) AS TO THE FITNESS, DESIGN, OR
                           CONDITION OF THE SOFTWARE; (2) AS TO THE
                           MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR
                           ANY PARTICULAR PURPOSE; (3) as to the quality or
                           capacity of the Software; (4) as to any latent
                           defects in the Software; (5) as to any patent
                           infringement; and (6) as to the compliance of the
                           Software with any requirements of any law, rule,
                           specification, or contract pertaining thereto.

                  o        PROBLEMS WITH SOFTWARE. If the Software is not
                           properly installed, does not operate as represented
                           or warranted by the manufacturer, publisher or the
                           supplier, NAPA shall make a claim on account thereof
                           solely against the supplier, publisher or
                           manufacturer and shall, nevertheless, pay Telcordia
                           all fees payable hereunder. As between NAPA and
                           Telcordia, and only in those instances where the
                           manufacturer, publisher or supplier has provided any
                           maintenance agreement, warranty or guaranty of any
                           nature whatsoever applicable to the Software,
                           Telcordia hereby assigns to NAPA whatever assignable
                           interest Telcordia may have in such maintenance
                           agreement, warranty or guaranty. The aforesaid
                           assignment shall not in any way be deemed to limit,
                           negate, or otherwise affect the disclaimer of
                           warranties contained in the preceding paragraphs.
                           Telcordia shall not incur any duties arising out of
                           any manufacturer's, supplier's or publisher's
                           warranties or guarantees, except as otherwise
                           expressly set forth herein. Further, Telcordia shall
                           not incur any liability whatsoever arising out of any
                           claims by NAPA or breach of any manufacturer's,
                           supplier's or publisher's warranties or guarantees
                           applicable to the Software.

                  o        DELIVERY AND INSPECTION. NAPA will accept the
                           Software provided by Telcordia upon its delivery to
                           the Permanent NAP.

                  o        LOSS OR DAMAGE. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided by Telcordia, NAPA shall bear the entire
                           risk of loss, theft, destruction, or damage of the
                           Software provided by Telcordia or any portion thereof
                           from any cause whatsoever. The total or partial
                           destruction of any such Software, or total or partial
                           loss of use or possession thereof by NAPA, shall not
                           release or relieve NAPA from the duty to pay the fees
                           herein provided. Telcordia shall not be obligated to
                           undertake, by litigation or otherwise, the collection
                           of any claim against any person for loss or damage of
                           such Software.

                  o        ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's
                           good faith acceptance of a tax exemption certificate
                           does not represent an assurance that the State will
                           also accept the certificate as valid at the time of




                                       3

                        CONFIDENTIAL -- RESTRICTED ACCESS

                           audit review. NAPA is responsible for any future
                           audit adjustment if the certificate is not accepted.
                           NAPA agrees to reimburse Telcordia for the amount of
                           audit adjustment and the aggregate of tax, interest,
                           and penalty, if a certificate is subsequently denied.

                  o        INDEMNITY. Except for the negligence or willful
                           misconduct of Telcordia related to the Services
                           provided in this section and/or any other related
                           Work Statement, (i) NAPA assumes the risk of
                           liability arising from or pertaining to the
                           possession, operation, or use of the Software; and
                           (ii) NAPA hereby agrees to defend, indemnify and hold
                           Telcordia harmless from and against any and all
                           claims, costs, expenses, damages, and liabilities
                           arising from or pertaining to the use, possession, or
                           operation of such Software.

         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.

AGREED BY:
NAP OF THE AMERICAS INC.                    TELCORDIA TECHNOLOGIES, INC.


By: /s/ BRIAN K. GOODKIND                   By: /s/ THELINA ANDERSEN
    ---------------------------------           -------------------------------
Name: BRIAN K. GOODKIND                     Name: THELINA ANDERSEN
      -------------------------------             -----------------------------
Title: COO & EXECUTIVE VICE PRESIDENT       Title: SENIOR CONTRACT MANAGER
       ------------------------------              ----------------------------
Date: 4-13-01                               Date: 4-23-01
      -------------------------------             -----------------------------



                                       4

                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A



- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                                       
VERITAS SOFTWARE PRODUCTION QUOTE

                 SL-ORV1-1500-2                       2      $30,300            $  49,995       ORACLE CLUSTER 2 NODES E4500
                                                                                                VERITAS Oracle Database
                                                                                                Edition HA
                                                                                                Contains Foundation Suite
                                                                                                (Volume Manager, File System),
                                                                                                DataBase Edition for Oracle
                                                                                                (Enables increased
                                                                                                performance/management for
                                                                                                Oracle) and Cluster Server
                 PS-ORV1-1500-2                       2               $  6,969  $  13,032       VERITAS Oracle Database Edition
                                                                                                HA 7x24 support
                   900-001185                         1      $   200            $     200       Media and Docs

                 SL-FST1-1500-1                       4      $ 5,095            $  16,814       E220R Servers
                                                                                                VERITAS Foundation Suite Contains
                                                                                                Volume Manager and File System
                 PS-FST1-1500-1                       4               $  1,171  $   4,380       VERITAS Foundation Suite 7x24
                                                                                                Support
                   900-001193                         2      $   150            $     330       Media Docs
                  SL-VMW2-0000                        2      $ 1,695            $   2,797       WIN2K SERVERS
                                                                                                Volume Manager Win2K, 1 CPU
                  PS-VMW2-0000                        2               $    389  $     727       Volume Manager Win2K, 1 CPU, 7x24
                                                                                                Support
                  SL-VMW2-0001                        2      $   695            $   1,147       Volume Manager Win2K Additional 1
                                                                                                CPU License
                  PS-VMW2-0001                        2               $    159  $     297       Volume Manager Win2K Additional 1
                                                                                                CPU 7x24 Support
                   900-001153                         2      $    50            $     110       Media and Docs


                                       5

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                                  ATTACHMENT A



- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                                       

                 SL-NDSE-0000-2                       1      $13,000  $  9,750  $  10,725       BACKUP SOLUTION FOR PRODUCTION
                                                                                                ENVIRONMENT
                                                                                                NetBackup DataCenter Media Server
                                                                                                E4500
                                                                                                Allows for direct and attached
                                                                                                management of DLT tape drives
                 PS-NDSE-0010-2                       1      $ 2,990  $  2,542  $   2,796       NetBackup DataCenter Media
                                                                                                Server for E4500 7x24 Support
                 SL-NDOR-0001-2                       2      $11,200  $  8,400  $  18,480       NetBackup DataCenter Oracle BLI
                                                                                                Agent
                                                                                                Enables Block Level
                                                                                                Incremental Backups for faster
                                                                                                recovery of Oracle
                 PS-NDOR-0001-2                       2               $  2,576  $   4,817       NetBackup DataCenter Oracle BLI
                                                                                                Agent 7x24 Support
                 SL-NDSE-0000-1                       1      $10,000  $  7,500  $   8,250       Netbackup DataCenter Master
                                                                                                Server E220
                 PS-NDSE-0000-1                       1               $  2,300  $   2,151       NetBackup DataCenter Master
                                                                                                Server for E220 7x24 Support
                 SL-NDCL-0000-2                       4      $   800  $    600  $   2,640       NetBackup DataCenter Clients E220
                 PS-NDCL-0000-2                       4               $    144  $     539       NetBackup DataCenter Clients E220
                                                                                                7x24 Support
                 SL-NDCL-0001-2                       2      $   800  $    600  $   1,320       NetBackup DataCenter Clients Win2k
                 PS-NDCL-0001-2                       2               $    184  $     344       NetBackup DataCenter Clients
                                                                                                Win2k 7x24 Support
                  SL-NDTL-0000                        4      $ 3,000  $  2,250  $   9,900       NetBackup Library Hosted Drive
                                                                                                License per tape drive
                  PS-NDTL-0000                        4               $    690  $   2,581       NetBackup Library Hosted Drive
                                                                                                7x24 Support
                   900-001134                         1      $   200            $     200       Media and Docs
                   900-001135                         1      $   200            $     200       Media and Docs Win2K

       VERITAS SOFTWARE PRODUCTION TOTAL                                        $ 154,830.39



                                       6


                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A


- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                                       
         VERITAS PROFESSIONAL SERVICES

                  CS-NBS1-9900                        1      $12,000            $  10,200       NetBackup Services Requested
                                                                                                NetBackup ProLaunch Service
                                                                                                Initial installation of Master
                                                                                                and Media Servers, Run books and
                                                                                                custom configuration of backup
                                                                                                schedules and retention periods
                  CS-NBUD-9900                        3      $ 1,000            $   2,550       Each Add NBU Database or App. Ext.
                                                                                                Installation of Oracle Agents for
                                                                                                online backup of Oracle and BLIB
                                                                                                installations
                  CS-NBV1-9900                        1      $20,000            $  17,000       Netbackup Vault Extension
                                                                                                ProLaunch
                                                                                                Installation of automated
                                                                                                vaulting component of NBU and
                                                                                                duplication scripts
                  CS-NBVM-9900                        1               $  2,000  $   3,400       NetBackup Vault Extension Yearly
                                                                                                Support (Standard)
                  CS-EDH1-1500                        2      $15,400            $  26,180       UNIX VCS Services Requested
                                                                                                Database Edition/HA ProLaunch
                                                                                                Includes installation of
                                                                                                Foundation Suite, DataBase
                                                                                                Edition for Oracle, VCS for 2
                                                                                                nodes
                  CS-FOU1-1500                        1      $ 9,600            $   8,160       Foundation Suite ProLaunch
                                                                                                Installation of Foundation Suite
                                                                                                for E220 servers
                  CS-VCEA-9900                        2      $ 1,000            $   1,700       Each VCS Enterprise Agent (Per
                                                                                                Instance) Installation of Oracle
                                                                                                Agent for VCS
                  CS-CSC1-9900                        2      $ 5,000            $   8,500       VCS Custom Agent Dev. (1st app.
                                                                                                Instance) Scripting and
                                                                                                installation of custom agents for
                                                                                                Remedy and HP VPM





                                       7


                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A


- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                        UNIT
               ITEM AND                                    UNIT PRICE  PRICE     TERREMARK
             PRODUCT NUMBER                       QUANTITY  PRODUCT   SUPPORT      PRICE               DESCRIPTION
- ------------------------------------------------- -------- ---------- --------- --------------- -----------------------------------
                                                                                       

                  CS-CSC2-9900                        2      $ 1,000            $   1,700       VCS Custom Agent Imp. (add.
                                                                                                instances) Custom agent
                                                                                                installation on additional nodes
                  CS-VNSC-5000                        4      $   500            $   1,700       NT Services Requested Volume
                                                                                                Manager Implementation for NT
                  CS-ENE1-9900                        1      $10,000            $   8,500       Additional Services Requested
                                                                                                Event Notification Extension
                                                                                                Base Package
                                                                                                Event notification scripting for
                                                                                                master and media servers
                                                                                                reporting into a single console
                                                                                                for SNMP management
                  CS-ENB1-9900                        1      $ 2,000            $   1,700       Event Notification Extension For
                                                                                                NetBackup (1st NetBackup Master
                                                                                                Server)
                  CS-ENEM-9900                        1               $  2,000  $   1,700       Event Notification Extension
                                                                                                Yearly Support (Standard) -
                                                                                                20% Of Total List Price Of
                                                                                                Software Components

      VERITAS PROFESSIONAL SERVICES TOTAL                                       $  92,990

            VERITAS PRODUCTION TOTAL                                            $ 247,820.39




                                       8

                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A



- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
               ITEM AND                            UNIT PRICE   UNIT PRICE    TERREMARK
             PRODUCT NUMBER               QUANTITY  PRODUCT      SUPPORT         PRICE               DESCRIPTION
- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
                                                                                  
       APERTURE PRODUCTION SOFTWARE QUOTE

                                              5      $ 6,000.00               $  33,000.00    Contains the full complement of
                                                                                              all Aperture features including
                                                                                              drawing, database and reporting
                                                                                              functions. The Client License is
                                                                                              sued by those in charge of
                                                                                              designing, installing and
                                                                                              managing the system, as well as
                                                                                              those who need full read/write
                                                                                              access such as personnel who
                                                                                              change, modify or update drawings.
           Aperture ReadOnly Clients         10      $   500.00               $   5,500.00    Supports users who need to view
                                                                                              drawings, data, and run reports.
                                                                                              Reports may be standardized or Ad
                                                                                              Hoc queries. Users of this
                                                                                              version may not edit any data or
                                                                                              drawings.
        Technology Documentation Module       1      $10,000.00               $  11,000.00    Contains Pre-formatted Database
                                                                                              tables and Reports to allow the
                                                                                              user to begin immediately working
                                                                                              with Aperture from our Sample
                                                                                              project. Database and Reports can
                                                                                              be customized to fit your needs.
                Aperture Server               1      $15,000.00               $  16,500.00    Allows multiple users on the
                                                                                              system, password security, and
                                                                                              increased performance.
           SmartPictures WebPublisher         1      $15,000.00               $  16,500.00    Allows you to post your project
                                                                                              to your Internet/Intranet for
                                                                                              unlimited communication and
                                                                                              viewing capability.
        Symbol Support, Product Upgrades,  No Cost                             No Cost        All Aperture customers receive
                    & Tech Support                                                            complete access to our Technical
                                                                                              Support Dept. You are also




                                       9


                        CONFIDENTIAL -- RESTRICTED ACCESS

                                  ATTACHMENT A



- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
               ITEM AND                            UNIT PRICE   UNIT PRICE    TERREMARK
             PRODUCT NUMBER               QUANTITY  PRODUCT      SUPPORT         PRICE               DESCRIPTION
- ----------------------------------------- -------- ------------ ----------- ----------------- -----------------------------------
                                                                                  


                                                                                              entitled to any upgrades of our
                                                                                              software and creation of
                                                                                              additional symbols at no
                                                                                              additional cost.

       APERTURE PRODUCTION SOFTWARE TOTAL                                     $  82,500.00

             Professional Services            1      $72,000.00               $  72,000.00    Includes Initial Project Build,
                                                                                              Database Customization, Link to
                                                                                              HP OpenView, and Remedy.

            Aperture 4-Day Workshop           1      $12,500.00               $  12,500.00    Four-Day Customized Training
                                                                                              workshop for up to ten students.

       Two Day Training Workshop in Miami     1      $ 4,000.00               $   4,000.00    Two-Day Customized Training
                                                                                              workshop in Miami for end user
                                                                                              functionality.
        TOTAL FOR PROFESSIONAL SERVICES                                       $  88,500.00

           APERTURE PRODUCTION TOTAL                                          $ 171,000.00

                                                                TOTAL         $ 418,820.39



                                       10



                        CONFIDENTIAL -- RESTRICTED ACCESS

                ATTACHMENT B - VERITAS SOFTWARE LICENSE AGREEMENT





                                       11

                        CONFIDENTIAL -- RESTRICTED ACCESS


                        SHRINKWRAP END USER LICENSE TERMS



1.       LICENSE GRANT. Subject to the terms set forth in this Agreement, you
         may use the enclosed computer product ("Software Product"), including
         the enclosed object code version of the software ("Software") and all
         associated software documentation furnished with this package on the
         number of computer systems for which you have paid the applicable fees
         solely for your internal business purposes in the country in which the
         Software Product was furnished to you. You may make a reasonable number
         of copies of the Software for backup purposes, provided that you
         reproduce all copyright and other proprietary notices that are on the
         original copy of the Software. The Software Product is licensed, not
         sold, to you for use only upon the terms of this Agreement, and VERITAS
         and/or its suppliers reserve all rights not expressly granted to you.
         You own the media on which the Software is recorded, but VERITAS and/or
         its suppliers retain ownership of the Software itself.

2.       RESTRICTED USE. You may not use, copy, or modify the Software Product,
         or any copy thereof, in whole or in part, except as expressly provided
         in this Agreement. You may not copy the documentation accompanying the
         Software without VERITAS' express written consent. You may not rent,
         resell for profit, sublicense, lease or otherwise transfer the Software
         Product. You may not reverse engineer, decompile, or disassemble the
         Software Product.

3.       MAINTENANCE. You may acquire maintenance, training and installation,
         and consulting services ("Services") from VERITAS under this Agreement
         and the applicable VERITAS policy in effect at the time the services
         are ordered.

4.       LIMITED WARRANTY; DISCLAIMER. VERITAS warrants to you (the original
         Licensee) for ninety (90) days ("the Warranty Period"), from the date
         of delivery to you of the Software Product, as evidenced by a copy of
         your license purchase receipt, that the Software Product shall be in
         operable condition as described in the documentation provided with the
         Software, and that the media upon which the Software Product is
         furnished to you will be free from defects in material and workmanship
         under normal use. VERITAS does not warrant that the Software Product
         will function without error or interruptions. In the event that the
         Software Product fails to conform to such warranty, VERITAS' sole and
         exclusive liability hereunder to you shall be the repair or replacement
         of the non-conforming Software Product or a refund of the Software
         Product's purchase price only when you return the Software Product to
         VERITAS' authorized dealer with the receipt within the warranty period.
         FOR WARRANTY ASSISTANCE, YOU MAY RETURN THE SOFTWARE PRODUCT TO THE
         RESELLER FROM WHICH YOU PURCHASED THIS LICENSE.

         EXCEPT AS WARRANTED ABOVE, THIS SOFTWARE PRODUCT IS PROVIDED ON AN "AS
         IS" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO
         ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE AND WARRANTIES OF NON-INFRINGEMENT.



                                       12

                        CONFIDENTIAL -- RESTRICTED ACCESS

5.       SERVICE WARRANTY. VERITAS warrants that its services will be of a
         professional quality conforming to generally accepted industry
         standards for a period of thirty (30) days from completion of the
         services. For services not performed as warranted in the preceding
         sentence VERITAS will, at its discretion, either perform the services
         again or refund the relevant fees paid for such deficient services.
         This is your exclusive remedy and VERITAS' sole liability arising in
         connection with this service warranty.

6.       NO OTHER WARRANTIES. The agents, employees, distributors, and dealers
         of VERITAS are not authorized to make modifications to these warranties
         nor are additional warranties binding on VERITAS. Accordingly,
         additional statements such as dealer advertising or presentations,
         whether oral or written, do not constitute warranties by VERITAS and
         should not be relied upon as warranties of VERITAS. THE WARRANTIES SET
         FORTH IN SECTIONS 4 AND 5 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
         WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND VERITAS EXPRESSLY DISCLAIMS
         ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES
         OF NON-INFRINGEMENT.

         SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
         ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED
         WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF
         DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL
         RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

7.       TERMINATION. This License is effective until terminated and terminates
         without notice from VERITAS if you fail to comply with any of its
         provisions. Upon termination you shall promptly destroy the Software
         Product and all copies or portions thereof, and within ten (10) days
         certify in writing to VERITAS that all copies have been destroyed.

8.       LIMITATION OF LIABILITY. IN NO EVENT SHALL VERITAS OR ITS SUPPLIERS BE
         LIABLE TO YOU OR ANY PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
         CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
         LOSS OF CUSTOMERS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, COMPUTER
         FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS
         INCLUDING COVER AND RELIANCE, EVEN IF VERITAS, ITS RESELLERS, SUPPLIERS
         OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
         VERITAS' TOTAL LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR
         OTHERWISE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE
         PRODUCT.

         VERITAS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SOFTWARE PRODUCT
         ALTERED, MODIFIED, OR CONVERTED, OR FOR DAMAGES RESULTING FROM
         ACCIDENT, ABUSE, OR MISAPPLICATION, OR FOR PROBLEMS DUE TO THE
         MALFUNCTION OF EQUIPMENT OR SOFTWARE NOT SUPPLIED BY VERITAS. THESE
         LIMITATION OF LIABILITY ARE REFLECTED IN THE PRICE OF THE SOFTWARE
         LICENSE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL



                                       13

                        CONFIDENTIAL -- RESTRICTED ACCESS

         PURPOSE OF ANY LIMITED REMEDY. THE ALLOCATION OF RISKS AND LIMITATIONS
         OF LIABILITY AND DAMAGES ARE DELIBERATE AND THE CONSIDERATION WAS
         DETERMINED ACCORDINGLY.

9.       INDEMNITY. You agree to indemnify, defend and hold VERITAS and its
         Suppliers harmless against any claims, lawsuits or damages by persons
         or entities with whom you have used the Software Product.

10.      U.S. GOVERNMENT RESTRICTED RIGHTS. This Software Product is provided
         with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S.
         Government is subject to restrictions as set forth in this Agreement
         and as provided in FAR 52.227-19, FAR 12.212(a), FAR 52.227-14 (ALT
         III), DFAR 252.227-7013(C)(1)(ii) (Oct. 1998), or DFARS 227.7202-1(a)
         and 227.7202-3(a)(1995), as applicable. VERITAS Software Global
         Corporation, 1600 Plymouth Street, Mountain View, California 94043.

11.      COMPLIANCE WITH LAW. Each party agrees to comply with all applicable
         laws, rules, and regulations in connection with its activities under
         this Agreement. Without limiting the foregoing, you acknowledge that
         the Software Product, including documentation and other technical data,
         is subject to export controls imposed by the U.S. Export Administration
         Act of 1979, as amended (the "Act"), and the regulations promulgated
         thereunder. You will not export or reexport (directly or indirectly)
         the Software Product or other technical data therefor without complying
         with the Act and the regulations thereunder.

12.      GENERAL. You agree to pay any tax assessed to this Software Product,
         other than VERITAS' net income or franchise tax. The parties disclaim
         the application of the United Nations Convention on the International
         Sale of Goods. This Agreement will be governed by the laws of the State
         of California, without regard to or application of conflicts of law
         rules or principles. The prevailing party in any litigation arising out
         of this Agreement will be entitled to recover, in addition to any other
         relief awarded or granted, its reasonable costs and expenses, including
         attorney's fees incurred in the proceedings. This Agreement may not be
         assigned without VERITAS' prior written consent, and any attempt to do
         so without such consent is void, If any provision of this Agreement is
         held to be unenforceable, it will be enforced to the maximum extent
         permissible, and the remaining provisions will remain in full force.
         This Agreement is the complete and exclusive statement of the agreement
         between us which supersedes any proposal or prior agreement, oral or
         written, and any other communications between us in relation to the
         subject matter of this Agreement.

         YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND
         AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

         THE SOFTWARE PRODUCT IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND
         INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS
         SUBJECT TO CIVIL AND CRIMINAL PENALTIES.


                                       14

                        CONFIDENTIAL -- RESTRICTED ACCESS



               ATTACHMENT C - APERTURE SOFTWARE LICENSE AGREEMENT





                                       15

                        CONFIDENTIAL -- RESTRICTED ACCESS

APERTURE(TM)

- -------------------------------------------------------------------------------


                  APERTURE TECHNOLOGIES, INC. SOFTWARE LICENSE

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE installing this software. By
installing this software, you agree to become bound by the terms of this
license. IF YOU DO NOT AGREE TO TI-IE TERMS OF THIS LICENSE, DO NOT USE THE
SOFTWARE ANT) PROMPTLY RETURN THE PACKAGE TO APERTURE TECHNOLOGIES, INC. WITHIN
THIRTY (30) DAYS FOR A FULL REFUND. "Client Software" refers to Aperture
Professional, Data Entry and ReadOnly. "Server Software" refers to Aperture
Server and Aperture SmartPictures Server. "Application Software" refers to a
specific project, module, interface, or script supplied by APERTURE
TECHNOLOGIES, INC. "Aperture Software" refers to any or all of Client Software,
Server Software, and/or Application Software. "Aperture Project" is defined as a
named, connected set of drawings and data. The enclosed Aperture Software is
licensed, not sold, to you by APERTURE TECHNOLOGIES, INC., for use only under
the following terms. APERTURE TECHNOLOGIES, INC. reserves any rights not
expressly granted to you. You own the media on which Aperture Software is
recorded, but APERTURE TECHNOLOGIES, INC. retains ownership of all copies of
Aperture Software itself.

1.       LICENSE. This License allows you to:

         (a)      Install and/or use the Client Software only on the number of
                  computers for which the appropriate license fees have been
                  paid. License fees must be paid for the total number of
                  computers using the Client Software (as opposed to the number
                  of computers using such software concurrently).

         (b)      Install and use the Server Software only on the number of
                  servers for which the appropriate license fees have been paid.
                  Each licensed computer server may be accessed by multiple
                  licensed Client Software users (including via the internet).

         (c)      Install and use Application Software for which a license has
                  been purchased in accordance with subparagraphs 1(a) and 1(b),
                  or in a single Aperture Project (if so provided in the
                  applicable purchase order accepted by Aperture).

         (d)      Use the Documentation in connection with all permitted uses of
                  the Aperture Software.

         (e)      Make one copy of the Aperture Software and Documentation for
                  backup/archival purposes. You may also make additional copies
                  of the Aperture Software for use in a test environment solely
                  to perform Year 2000 compliance testing.

2.       RESTRICTIONS. Your use of the Aperture Software is subject to the
         following restrictions:

         (a)      You may use the Aperture Software only for your own internal
                  business purposes. Without limiting the generality of the
                  foregoing, you may NOT, without the written consent of




                                       16


                  Aperture, offer or provide services to third parties (with or
                  without charge) utilizing the Aperture Software or use the
                  Aperture Software for electronic commerce or other public
                  access via the internet.

         (b)      The Aperture Software contains trade secrets and may be used
                  only in object code form. You may not decompile, reverse
                  engineer, disassemble or otherwise reduce the Aperture
                  Software to source code form, modify, adapt or translate the
                  Aperture Software, or create derivative works based thereon.
                  You may not disclose the Aperture Software and Documentation
                  to any third party (other than to your employees and
                  consultants for use as permitted by this license).

         (c)      You may not copy the Aperture Software or Documentation except
                  as expressly provided herein.

3.       TERMINATION. This License is effective until terminated. This License
         will terminate immediately without notice from APERTURE TECHNOLOGIES,
         INC. if you fail to comply with any of its provisions. Upon termination
         you must destroy the Aperture Software and all copies thereof, and you
         may terminate this License at any time by doing so.

4.       EXPORT ASSURANCES. You agree that neither the Aperture Software nor any
         direct product thereof will be transferred or exported for sale,
         directly or indirectly, into any country other than the USA and Canada.
         The Application Software may be accessed through a network by an
         end-user organization in any of their locations outside the USA and
         Canada.

5.       WARRANTY DISCLAIMER, LIMITATION OF REMEDIES AND DAMAGES. THIS APERTURE
         SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS ARE LICENSED "AS IS."
         IN NO EVENT WILL APERTURE TECHNOLOGIES, INC., OR ITS DEVELOPERS,
         DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE TO YOU FOR ANY
         CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR
         LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
         INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO
         USE THE APERTURE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS EVEN IF
         APERTURE TECHNOLOGIES, INC. OR AN AUTHORIZED APERTURE TECHNOLOGIES,
         INC. REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
         DAMAGES.

APERTURE TECHNOLOGIES, INC.'s liability to you for actual damages for any cause
whatsoever, and regardless of the form of the action, will be limited to the
greater of $500 or the money paid for the Aperture Software that caused the
damages.

6.       GENERAL. If you are a U.S. Government end-user, this license of the
         Aperture Software conveys only "RESTRICTED RIGHTS", and its use,
         disclosure and duplication are subject to Federal Acquisition
         Regulations, 52.227-7013(c)(1)(ii). This License will be construed
         under the laws of the state of Connecticut, except for that body of law
         dealing with conflicts of law, if obtained in the U.S., or the laws of
         jurisdiction where obtained if obtained outside the U.S. If any
         provision of the License is held by a court of competent jurisdiction
         to be contrary to law, that provision will be enforced to the maximum
         extent permissible, and the remaining provisions of this License will
         remain in full force and effect.



                                       17

                        CONFIDENTIAL - RESTRICTED ACCESS

TELCORDIA
TECHNOLOGIES
- ---------------------------
Performance from Experience


                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 1NAP10-3 ("Scope Change") amends the Work Statement,
Contract No. 1NAP10, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 17
day of April, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Resale of Hardware for Permanent NAP in
                  Miami.

         2.       Date of Scope Change: April 17, 2001

         3.       Originator of Scope Change: Max Figueroa

         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase hardware in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.

         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o  Upon NAPA's written approval of the quote for hardware, and
                     associated support contracts, contained in Attachment A
                     (Hardware), NAPA will issue a Purchase Order to Telcordia
                     for the full amount of the hardware. Telcordia shall then
                     order and take delivery of such Hardware.

                  o  Upon completion of the development of the solution using
                     the Hardware as described in Work Statement 1NAP10,
                     Telcordia shall ship, at NAPA's expense including insurance
                     coverage, the Hardware to a secure location designated by
                     NAPA in Miami. All equipment will be considered accepted by
                     NAPA upon delivery to its designated destination.

                  o  In no event shall Telcordia have any liability in
                     connection with shipment, nor shall the carrier be deemed
                     to be an agent of Telcordia. Telcordia shall not be liable
                     for damage or penalty for delay in delivery or for failure
                     to give notice of any delay.




           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
   routed or made available solely to authorized persons having a need to know
    within Telcordia and NAPA, except with written permission of Telcordia.



                        CONFIDENTIAL - RESTRICTED ACCESS


         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for Hardware by April 20, 2001.

         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Hardware on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Hardware
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $275,520.53 ("Advance Payment")
                  via bank wire transfer in advance of Telcordia's issuance of a
                  purchase order for the Hardware.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Hardware within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to each of the vendors listed in
                  Attachment A ("Vendor Payment") for the equipment within the
                  same thirty (30) day period, Telcordia will return to NAPA the
                  Vendor Payment either as a cash payment or as a credit to the
                  oldest outstanding Telcordia invoice generated for NAPA. The
                  form of return payment will be either a check or a credit to
                  NAPA, at NAPA's option, subject to the following: (1) If NAPA
                  has an outstanding debit balance with Telcordia, the credit
                  and/or check shall be reduced by the amount of the debit
                  balance and the debit balance will be satisfied first; and (2)
                  Telcordia shall retain the difference between the Advance
                  Payment and Vendor Payment in consideration for Telcordia
                  purchasing Hardware for resale to NAPA. Telcordia shall also
                  provide the Leasing Company with an assignment letter
                  assigning full right and title to the Hardware purchased in
                  satisfaction of all Telcordia obligations under this
                  agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

The following additional terms apply to the resale of hardware as described in
this change order.

                  o  TRANSFER OF TITLE: After payment in full is received by
                     Telcordia for the Hardware, Telcordia will ship such items,
                     at NAPA' s expense including insurance coverage, to a
                     location designated by NAPA, in accordance with the
                     schedule in Contract No. 1NAP10. Title to such Hardware
                     obtained by Telcordia for resale to NAPA shall pass to NAPA
                     upon receipt of the items so purchased.

                  o  HARDWARE AND SOFTWARE: NAPA further acknowledges that
                     Telcordia HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTY OR
                     REPRESENTATION, EITHER EXPRESSED OR IMPLIED, OR ANY KIND
                     WHATSOEVER WITH RESPECT TO THE HARDWARE ACQUIRED BY NAPA
                     UNDER THIS CHANGE ORDER, INCLUDING BUT NOT LIMITED TO: (1)


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                     AS TO THE FITNESS. DESIGN, OR CONDITION OF THE HARDWARE;
                     (2) AS TO THE MERCHANTABILITY OF THE HARDWARE OR ITS
                     Fitness FOR ANY PARTICULAR PURPOSE; (3) as to the quality
                     or capacity of the Hardware , the materials in the
                     Hardware, or workmanship in the Hardware; (4) as to any
                     latent defects in the Hardware; (5) as to any patent
                     infringement; and (6) as to the compliance of the Hardware
                     with any requirements of any law, rule, specification, or
                     contract pertaining thereto.

                  o  PROBLEMS WITH HARDWARE. If the Hardware is not properly
                     installed, does not operate as represented or warranted by
                     the manufacturer, publisher or the supplier, NAPA shall
                     make a claim on account thereof solely against the
                     supplier, publisher or manufacturer and shall,
                     nevertheless, pay Telcordia all fees payable hereunder. As
                     between NAPA and Telcordia, and only in those instances
                     where the manufacturer, publisher or supplier has provided
                     any maintenance agreement, warranty or guaranty of any
                     nature whatsoever applicable to the Hardware, Telcordia
                     hereby assigns to NAPA whatever assignable interest
                     Telcordia may have in such maintenance agreement, warranty
                     or guaranty. The aforesaid assignment shall not in any way
                     be deemed to limit, negate, or otherwise affect the
                     disclaimer of warranties contained in the preceding
                     paragraphs. Telcordia shall not incur any duties arising
                     out of any manufacturer's, supplier's or publisher's
                     warranties or guarantees, except as otherwise expressly set
                     forth herein. Further, Telcordia shall not incur any
                     liability whatsoever arising out of any claims by NAPA or
                     breach of any manufacturer's, supplier's or publisher's
                     warranties or guarantees applicable to the Hardware.

                  o  DELIVERY AND INSPECTION. NAPA will accept the Hardware
                     provided by Telcordia upon its delivery to the Permanent
                     NAP.

                  o  LOSS OR DAMAGE. Except for the negligence or willful
                     misconduct of Telcordia related to the Services provided by
                     Telcordia, NAPA shall bear the entire risk of loss, theft,
                     destruction, or damage of the Hardware provided by
                     Telcordia or any portion thereof from any cause whatsoever.
                     The total or partial destruction of any such Hardware, or
                     total or partial loss of use or possession thereof by NAPA,
                     shall not release or relieve NAPA from the duty to pay the
                     fees herein provided. Telcordia shall not be obligated to
                     undertake, by litigation or otherwise, the collection of
                     any claim against any person for loss or damage of such
                     Hardware.

                  o  ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good
                     faith acceptance of a tax exemption certificate does not
                     represent an assurance that the State will also accept the
                     certificate as valid at the time of audit review. NAPA is
                     responsible for any future audit adjustment if the
                     certificate is not accepted. NAPA agrees to reimburse
                     Telcordia for the amount of audit adjustment and the
                     aggregate of tax, interest, and penalty, if a certificate
                     is subsequently denied.

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                  o  INDEMNITY. Except for the negligence or willful misconduct
                     of Telcordia related to the Services provided in this
                     section and/or any other related Work Statement, (i) NAPA
                     assumes the risk of liability arising from or pertaining to
                     the possession, operation, or use of the Hardware; and (ii)
                     NAPA hereby agrees to defend, indemnify and hold Telcordia
                     harmless from and against any and all claims, costs,
                     expenses, damages, and liabilities arising from or
                     pertaining to the use, possession, or operation of such
                     Hardware.

         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.


AGREED BY:

NAP OF THE AMERICAS INC.                      TELCORDIA TECHNOLOGIES, INC.


By:    /s/ Brian K. Goodkind                  By:    /s/ Thelina Andersen
       ----------------------------------            --------------------
Name:  Brian K. Goodkind                      Name:  Thelina Andersen
       ----------------------------------            ----------------
Title: EVP & COO                              Title: Senior Contract Manager
       ----------------------------------            -----------------------
Date:  4/18/01                                Date:  5/4/01
       ----------------------------------            ------



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                                  ATTACHMENT A


- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
DELL HARDWARE QUOTE
Base Unit:                 2                                    Dell PowerEdge 6450, 700MHz/1M Cache, PIIIX, Redundant Power
                                                                Supplies (220-0662)

Processor:                                                      Dell PowerEdge 64X0, 700MHz, 1 MBSecond Processor, Factory Install
                                                                (311-0831)

Memory:                                                         1GB RAM, 4 X 256MB Registered DIMMs, for Dell PowerEdge 6400/6450,
                                                                Factory Install (311-4110)

Keyboard:                                                       QuietKey Keyboard, 104 Key, Gray, 6 Pin, Factory Install (310-4100)

Monitor:                                                        Monitor Option-None (320-0058)

Floppy Disk Drive:                                              1.44MB, 3.5", Floppy Drive, for Dell PowerEdge Servers, Factory
                                                                Install (340-6209)

Operating System:                                               No Operating System, For Dell PowerEdge Servers, Windows 2000
                                                                Factory Install (420-5100)

Mouse:                                                          Mouse Option None (310-0024)

NIC:                                                            INTEL DUAL-PRT, 4.0, Network Card, Dell PowerEdge (430-4938)

CD-ROM or DVD-ROM Drive:                                        CD, 680M, IDE, Internal, No Controller/No Cables, 24X, Black,
                                                                Factory Install (313-3618)

Documentation Diskette:                                         Electronic Documentation on CD (310-0438)

Controller Option:                                              FC-HBA Adapter, Copper, Single, 2200/66, for Dell Power Vault,
                                                                Factory Install (340-7360)



           TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
                        CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
   routed or made available solely to authorized persons having a need to know
    within Telcordia and NAPA, except with written permission of Telcordia.


                                                                          Page 5






                        CONFIDENTIAL - RESTRICTED ACCESS



- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
Option 1:                                                       Hard Drive Config, MS, Hard Drive Increasing (1 X 4 Mode), for
                                                                Dell Power Edge 64XX, Factory Install (340-9512)

Option 2:                                                       Rack, Rapid-Rail, 4U, for Dell Servers, Factory Install (310-0512)

Service:                                                        Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site
                                                                Response Initial Year (900-2840)

Extended Service:                                               Type 2 Contract - Same Day 4-Hour 7x24 Parts & Labor On-Site
                                                                Response 2YR Extended (900-2842)

Installation:                                                   On-Site Installation Declined (900-9997)

Misc.:                                                          18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400,
                                                                6350 (340-8808)

Misc.:                                                          18 GB, 10000RPM, 1.0 IN, U3, Hard Drive, for Dell PowerEdge 6400,
                                                                6350 (340-8808)

Subtotal for Servers                               $23,859.00




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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
Base Unit (Chasis)          1                                   Dell Power Vault 51F, Base (220-9658)

                                                                No Operating System for Dell Power Vault Servers
                                                                (420-3019)

                                                                Rail Kit, for Dell Power Vault 51F, Factory Install
                                                                (310-3583)

                                                                Type 2 Contract - Same Day 4-Hour 7x24 Parts &
                                                                Labor On-Site Response Initial Year (900-2470)

                                                                4-Hour/7x24 Parts and Labor On-Site Service, 2 Year
                                                                Extended, Wang (900-2572)

                                                                On-Site Installation Declined (900-9997)
                                                                Power Supply, 110W, Dual, for Dell Power Vault 51F,
                                                                Factory Install (310-3581)

                                                                hssdc/db-9, 30awg Cable for Dell Power Vault 650F,
                                                                Factory Install (310-0192)
                                                                -Quantity 4

                                                                HSSDC/HSSDC, 24 AWG, 6 Meter, Cable Dell Power
                                                                Vault, 50F, Factory Install (310-0336)
                                                                -Quantity 4


Subtotal for Chasis                                 $12,659.90





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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
Base Unit (RAID Disks)      1                                  Dell Power Vault 660F (220-0997)
                                                               512MB Dual Inline Memory Module, for Dell Power
                                                               Vault 660F (311-1177)

                                                               512MB Dual Inline Memory Module, for Dell Power
                                                               Vault 660F (311-1177)

                                                               Hard Drive, 18GB, Fiber Channel 1", 10K RPM, Power
                                                               Vault 224, 7 Pack (340-3365)

                                                               Controller, Power Vault 660F, 2 Raid, 2 LS (340-3369)

                                                               Troubleshooting Guide for Power Vault 660F
                                                               (310-0833)

                                                               Type 2 Contract - Same Day 4-Hour 7x24 Parts &
                                                               Labor On-Site Response Initial Year (900-2090)

                                                               4-Hour/7x24 Parts and Labor On-Site Service, 2 Year
                                                               Extended, Wang (900-2572)

                                                               Power Vault Advanced Software and Configuration
                                                               Support, Unlimited Resolution, Expires in 1 Year
                                                               (Level II) (900-5084)

                                                               On-Site Installation Declined (900-9997)
                                                               Worldwide Name Enhancement Service ((900-9976)
Subtotal for RAID Disk                             $23,897.50

Tax and Shipping total                              $1,876.07

DELL HARDWARE TOTAL                                $62,292.47



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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
CISCO HARDWARE QUOTE

1.0 CISC02621               2         $3,095.00     $4,017.31      Dual 10/100 Ethernet Router with 2 WIC Slots & 1 NM Slot

2.0 CAB-AC                  2           N/C            NC          Power Cord, 110V

3.0 S26CHL-12106            2         $2,400.00     $3,115.20      Cisco 2600 Series IOS IP/FW/IDS PLUS IPSEC 56

4.0 MEM2600-32U64D          2         $1,900.00     $2,466.20      32- to 64-MB DRAM Factory Upgrade for the Cisco 2600 Series

5.0 MEM2620-8U32FS          2         $1,500.00     $1,947.00      8 to 32MB Flash SIMM Upgrade for the Cisco 262x only

6.0 CON-OSP-26XX            2           $784.00     $1,293.60      OSP Svc, 2600 Series, Ethernet Modular Router w/IOS IP s/w

CISCO HARDWARE TOTAL                               $12,839.31




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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
DATUM HARDWARE QUOTE

1.0 SSU-2000                2         $23,693.00   $52,124.60      SSU-2000 - Main Shelf, Stratum 2E Rb Clock,
                                                                   Communications Module, GPS Input Module, Input
                                                                   DS1 Module, (2)-20 Output DS1 Modules, Stratum 3E
                                                                   Clock Module, (2)-Antenna Kit 100' to 400'

DATUM HARDWARE TOTAL                               $52,124.60




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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
TELAMON HARDWARE
 QUOTE

#TAC / Telalert
 Complete Engine            1         $10,000.00   $11,000.00      Provides complete notification via e-mail, pagers, two-way
                                                                   pagers, voice and interactive voice response (IVR),
                                                                   loud speakers and electronic signboards. Includes one
                                                                   TelAlert Complete server software license, ten client
                                                                   connection licenses, one paging port, two internet ports,
                                                                   one TelAlert Engine connection license, one TelAlert
                                                                   Engine (hardware unit) with battery backup, internal
                                                                   modem, local speaker, and cable set and one single line
                                                                   paging connect software license.

TELAMON HARDWARE
  TOTAL                                            $11,000.00



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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
SUN (2ND ORDER)
 HARDWARE QUOTE

1.0 E220 (quote no.
  WTSP-ML-420081-A)         2         $10,000.00   $40,247.94      E220R Servers

1.1 A34-ULD1-1GGB1          1         $13,189.00   $12,041.56      Enterprise 220R Server, On 450MHz Ultra SPARC-II
                                                                   processor, 4MB E-cache, 1GB memory, two 36GB
                                                                   10,000rpm 1-inch high internal Ultra SCSI, internal
                                                                   DVD, Solaris server license, one power supply, 10/100
                                                                   Ethernet (Standard Configuration)

1.2 X1195A                  1          $5,500.00    $5,021.50      Ultra SPARC-II 450MHz processor module with 4MB cache

1.3 1033A                   1            $695.00      $512.22      10/100 Base Fast Ethernet PCI Adapter 2.0 w/MII Sun
                                                                   Fast Ethernet 2.0 PCI is a 10/100 Ethernet Network
                                                                   interface card supporting the 33 Mhz PCI interface
                                                                   standard. The Sun Fast Ethernet 2.0 PCI also offers a
                                                                   MII interface to support external peripheral devices.
                                                                   Factory installed option.

1.4 SOLZS-080B9AY9          1            $100.00       $73.00      Solaris 8 Standard, Latest Release English-Only Media Kit.

1.5 X311L                   1                                      Localized Power Cord Kit North American/Asian

1.6 SERVER-INSTALL          1          $2,250.00    $2,475.00      Server Start installation service for Sun workgroup and
                                                                   Enterprise servers (excluding E10000)



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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
2.0 SG-XARY030A             1         $7,500.00     $5,527.50      72-Inch StorEdge Expansion Rack w/2 power
                                                                   sequencers and cables. The StoreEdge Expansion Rack
                                                                   is intended for a variety of Storage products including
                                                                   the A1000/D1000, A3000, A5000, and tape products.
                                                                   The rack is 24" wide and 72" tall. This rack will include
                                                                   power sequencers and power cables.

3.0 X3858A                  2                                      U.S./Canada power cord for StorEdge Expansion cabinet
                                                                   (NEMA L6-30P plug)

Subtotal for
  lines 1.0 - 3.0                                  $45,775.44

4.0 E220                    1                      $34,458.99      E220R Server with L40 Tape

4.1 A34-ULD1-1GGB1          2        $14,445.00    $26,376.57      Enterprise 220R Server, one 450MHz Ultra SPARC-II
                                                                   processor, 4MB E-cache, 1GB memory, two 36GB
                                                                   10,000rpm 1-inch high internal Ultra SCSI, internal
                                                                   DVD, Solaris server license, one power supply, 10-/100
                                                                   Ethernet (Standard Configuration)

4.2 X1195A                  1         $5,500.00     $5,021.50      Ultra SPARC-II 450MHz processor module with 4MB cache

4.3 1033A                   1           $695.00       $512.22      10/100 Base Fast Ethernet PCI Adapter 2.0 s/MII Sun
                                                                   FastEthernet 2.0 PCI is a 10/100 Ethernet Network
                                                                   interface card supporting the 33 Mhz PCI interface
                                                                   standard. The Sun Fst Ethernet 2.0 PCI also offers
                                                                   a MII interface to support external peripheral devices.
                                                                   Factory installed option.



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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
4.4 SOLZS-080B9AY9          1          $100.00       $73.70      Solaris 8 Standard, Latest Release English-Only Media Kit.

4.5 X311L                   1                                    Localized Power Cord Kit North American/Asian

4.6 SERVER-INSTALL          1        $2,250.00    $2,475.00      Server Start installation service for Sun workgroup and
                                                                 Enterprise servers (excluding E10000)

5.0 SG-XLIBDLT82R-L40       1       $40,000.00   $29,480.00      40 Cartridge rackmount tape library with 2x2 DLT8000 drives

6.0 SG-XTAPDLT8000-L20      2        $9,000.00   $13,266.00      Additional tape drive for the L20 library family

7.0 X6541A                  1        $1,440.00    $1,061.28      Dual channel differential Ultra-SCSI host adapter, PCI;
                                                                 includes 2m SCSI cables

8.0 SG-XARY030A             1        $7,500.00    $5,527.50      72-inch StorEdge Expansion Rack w/2 power
                                                                 sequencers and cables. The StoreEdge Expansion Rack
                                                                 is intended for a variety of Storage products including
                                                                 the A1000/D1000, A3000, A5000 and tape products.
                                                                 The rack is 24" wide and 72" tall.  This rack will include
                                                                 power sequencers and power cables.

9.0 X3858A                  2                                    U.S. / Canada power cord for StorEdge expansion
                                                                 cabinet (NEMA L6-30P plug)

Subtotal for lines
  1.0 - 9.0                                      $83,793.77




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- -----------------------------------------------------------------------------------------------------------------------------------
       ITEM AND                       UNIT PRICE    TERREMARK
    PRODUCT NUMBER       QUANTITY      PRODUCT        PRICE                          DESCRIPTION
- ---------------------    --------     ----------    ---------  --------------------------------------------------------------------
                                                   
1.0 A21                     2                       $7,694.50    Ultra 5 Workstations

1.1 A21UJC1Z9P-C256CY       1         $2,895.00     $2,643.14    Sun Ultra 5, Model 400, 1x400-MHz Ultra SPARC-III,
                                                                 2-MB L2 cache, 256-MB DRAM, Onboard PGx24
                                                                 Graphics, 2-GB 7200 rpm EIDE Internal disk, 48x
                                                                 CD-ROM, 1.44-MB floppy, No Country Kit, Solaris 7,
                                                                 11/99 and solaris 8, 01/00, installed (standard
                                                                 configuration).

                            1         $1,250.00     $1,141.25    21-inch Color monitor, 19.8" v.a. 0.24mm dot pitch
                                                                 aperture grille, 30-121kHz, WW agency compliance, 2m
                                                                 DB13W3 captive video cable and HD15-pin connector
                                                                 Sun unique ID, logo and color TCO 99, 10-language
                                                                 users guide standard/Korean versions.

1.2 X7136A                  1                                    North American UNIX, European UNIX, UNIX
                                                                 Universal, Type 6 kit with Sun interface

1.3 X3515A                  1            $45.00        $41.09    BAE VIDEO CONNECTOR

1.4 X471A

Subtotal for lines
  1.0 - 1.40                                        $7,694.94

SUN (2ND ORDER)
  HARDWARE TOTAL                                  $137,264.15

TOTAL                                             $275,520.53



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                        Confidential - Restricted Access


                            SCOPE CHANGE CONTROL FORM

This Scope Change No. 1NAPIO-4 ("Scope Change") amends the Work Statement,
Contract No. 1NAPIO, ("Work Statement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"),
and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this 13
day of APRIL, 2001 ("Scope Change"). This Scope Change incorporates all the
terms and conditions of the Work Statement and Agreement except as may be
otherwise modified herein for the limited purpose set forth herein.

         1.       Title of Scope Change: Resale of Software for Permanent NAP in
                  Miami.

         2.       Date of Scope Change:  April 13, 2001

         3.       Originator of Scope Change:  Max Figueroa

         4.       Reason for the Scope Change: NAPA has requested that Telcordia
                  purchase software ("Software") and the associated professional
                  services provided by the designated software vendors outlined
                  in Attachment A, in support of the development of a Network
                  Operations Center (NOC) at the Permanent NAP facility in
                  Miami.

         5.       Details of the Scope Change (including any specifications):
                  Telcordia shall perform the following services:

                  o        Upon NAPA's approval of the quote for Software, and
                           associated support contracts, contained in Attachment
                           A , NAPA will issue a Purchase Order to Telcordia for
                           the full amount of the Software. Telcordia shall then
                           order and take delivery of such Software.

                  o        Upon completion of the development of the solution
                           using the Software as described in Work Statement
                           1NAP1O, Telcordia shall ship, at NAPA's expense
                           including insurance coverage, the Software to a
                           secure location designated by NAPA in Miami. All
                           equipment and integrated Software will be considered
                           accepted by NAPA upon delivery to its designated
                           destination.

                  o        In no event shall Telcordia have any liability in
                           connection with shipment, nor shall the carrier be
                           deemed to be an agent of Telcordia. Telcordia shall
                           not be liable for damage or penalty for delay in
                           delivery or for failure to give notice of any delay.

         6.       Implementation timetable of the Scope Change: Telcordia shall
                  place orders for the Software by April 25, 2001.



 Telcordia Technologies, Inc. and NAP of the Americas, Inc. - Restricted Access
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   distributed, routed or made available solely to authorized persons having
             a need to know within Telcordia and NAPA, except with
                        written permission of Telcordia.




                        Confidential - Restricted Access


         7.       Additional fees or refund, if any, of the Scope Change: NAPA
                  shall pay Telcordia for the Software on the basis of a fixed
                  price. Telcordia shall invoice NAPA for the entire amount due
                  upon signature of this change order by both parties. Telcordia
                  understands that NAPA is pursuing financing for the Software,
                  but that such financing will not be completed before Telcordia
                  issues the purchase order. As a result, NAPA agrees to pay
                  Telcordia the full amount of $277,352.14 ("Advance Payment")
                  in advance of Telcordia's issuance of a purchase order for the
                  Software.

                  If NAPA is successful in closing financing with a leasing
                  company ("Leasing Company") for the Software within thirty
                  (30) days of the signature of this Change Order, and Telcordia
                  receives written evidence from such Leasing Company that
                  payment has been made to each of the vendors, as listed in
                  Attachment A ("Vendor Payment") for the Software within the
                  same thirty (30) day period, Telcordia will return to NAPA the
                  Vendor Payment either as a cash payment or as a credit to the
                  oldest outstanding Telcordia invoice generated for NAPA. The
                  form of return payment will be either a check or a credit to
                  NAPA, at NAPA's option, subject to the following: (1) If NAPA
                  has an outstanding debit balance with Telcordia, the credit
                  and/or check shall be reduced by the amount of the debit
                  balance and the debit balance will be satisfied first; and (2)
                  Telcordia shall retain the difference between the Advance
                  Payment and Vendor Payment in consideration for Telcordia
                  purchasing Software for resale to NAPA. Telcordia shall also
                  provide the Leasing Company with an assignment letter
                  assigning full right and title to the Software purchased in
                  satisfaction of all Telcordia obligations under this
                  agreement.

         8.       Impact of the Scope Change on other aspects of the Schedule,
                  including but not limited to, the overall payment schedule,
                  contractual provisions, and Deliverable schedules:

The following additional terms apply to the resale of Software as described in
this change order.

         o        SOFTWARE LICENSES: After payment in full is received by
                  Telcordia for the Software, Telcordia will accept delivery and
                  install the Software. Telcordia will ship such Software, at
                  NAPA's expense including insurance coverage, to a location
                  designated by NAPA, in accordance with the schedule in
                  Contract No. 1NAP10. NAPA agrees to pay Telcordia the
                  licensing fees for the Third Party Software in accordance with
                  Section 7 above. In addition, NAPA agrees to be bound by the
                  licensing terms and conditions accompanying the Third Party
                  Software, whether in the form of "shrink wrap licenses" as
                  part of the documentation or "click accept" licenses
                  incorporated as part of the Third Party Software. Ownership of
                  the Software shall remain at all times with the publisher of
                  such Software.




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                        Confidential - Restricted Access

         o        SOFTWARE: NAPA FURTHER ACKNOWLEDGES THAT TELCORDIA HAS NOT
                  MADE, AND DOES NOT MAKE, ANY WARRANTY OR REPRESENTATION,
                  EITHER EXPRESSED OR IMPLIED, OR ANY KIND WHATSOEVER WITH
                  RESPECT TO THE SOFTWARE ACQUIRED BY NAPA UNDER THIS CHANGE
                  ORDER, INCLUDING BUT NOT LIMITED TO: (1) AS TO THE FITNESS,
                  DESIGN, OR CONDITION OF THE SOFTWARE; (2) AS TO THE
                  MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR ANY
                  PARTICULAR PURPOSE; (3) as to the quality or capacity of the
                  Software; (4) as to any latent defects in the Software; (5) as
                  to any patent infringement; and (6) as to the compliance of
                  the Software with any requirements of any law, rule,
                  specification, or contract pertaining thereto.

         o        PROBLEMS WITH SOFTWARE. If the Software is not properly
                  installed, does not operate as represented or warranted by the
                  manufacturer, publisher or the supplier, NAPA shall make a
                  claim on account thereof solely against the supplier,
                  publisher or manufacturer and shall, nevertheless, pay
                  Telcordia all fees payable hereunder. As between NAPA and
                  Telcordia, and only in those instances where the manufacturer,
                  publisher or supplier has provided any maintenance agreement,
                  warranty or guaranty of any nature whatsoever applicable to
                  the Software, Telcordia hereby assigns to NAPA whatever
                  assignable interest Telcordia may have in such maintenance
                  agreement, warranty or guaranty. The aforesaid assignment
                  shall not in any way be deemed to limit, negate, or otherwise
                  affect the disclaimer of warranties contained in the preceding
                  paragraphs. Telcordia shall not incur any duties arising out
                  of any manufacturer's, supplier's or publisher's warranties or
                  guarantees, except as otherwise expressly set forth herein.
                  Further, Telcordia shall not incur any liability whatsoever
                  arising out of any claims by NAPA or breach of any
                  manufacturer's, supplier's or publisher's warranties or
                  guarantees applicable to the Software.

         o        DELIVERY AND INSPECTION. NAPA will accept the Software
                  provided by Telcordia upon its delivery to the Permanent NAP.

         o        LOSS OR DAMAGE. Except for the negligence or willful
                  misconduct of Telcordia related to the Services provided by
                  Telcordia, NAPA shall bear the entire risk of loss, theft,
                  destruction, or damage of the Software provided by Telcordia
                  or any portion thereof from any cause whatsoever. The total or
                  partial destruction of any such Software, or total or partial
                  loss of use or possession thereof by NAPA, shall not release
                  or relieve NAPA from the duty to pay the fees herein provided.
                  Telcordia shall not be obligated to undertake, by litigation
                  or otherwise, the collection of any claim against any person
                  for loss or damage of such Software.


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                        Confidential - Restricted Access

         o        ULTIMATE TAX AND LIEN RESPONSIBILITY. Telcordia's good faith
                  acceptance of a tax exemption certificate does not represent
                  an assurance that the State will also accept the certificate
                  as valid at the time of audit review. NAPA is responsible for
                  any future audit adjustment if the certificate is not
                  accepted. NAPA agrees to reimburse Telcordia for the amount of
                  audit adjustment and the aggregate of tax, interest, and
                  penalty, if a certificate is subsequently denied.

         o        INDEMNITY. Except for the negligence or willful misconduct of
                  Telcordia related to the Services provided in this section
                  and/or any other related Work Statement, (i) NAPA assumes the
                  risk of liability arising from or pertaining to the
                  possession, operation, or use of the Software; and (ii) NAPA
                  hereby agrees to defend, indemnify and hold Telcordia harmless
                  from and against any and all claims, costs, expenses, damages,
                  and liabilities arising from or pertaining to the use,
                  possession, or operation of such Software.

         9.       Other Comments:

The parties to this Scope Change agree to the terms of the Agreement and the
Work Statement, and further represent that this Scope Change is executed by
their respective Program Managers as of the dates below, subject to final
approval by the parties respective authorized representatives in accordance with
each parties' established corporate policy. The parties to this Scope Change
further agree that any terms of the Agreement or Work Statement modified or
amended by this Scope Change shall be applicable only for the limited purposes
of this Scope Change, and any terms and conditions of the Agreement or Work
Statement not modified hereby shall remain unchanged and in full force and
effect.

AGREED BY:
NAP OF THE AMERICAS, INC.                  TELCORDIA TECHNOLOGIES, INC.


By:  /s/ BRIAN K. GOODKIND                 By:  /s/ CAROL D. GUERRIER
   ------------------------------------       ---------------------------------
Name:    BRIAN K. GOODKIND                 Name:    CAROL D. GUERRIER
     ----------------------------------         -------------------------------
Title:   EXECUTIVE VICE PRESIDENT & COO    Title:   ASSOCIATE CONTRACT MANAGER
      ---------------------------------          ------------------------------
Date:    5-16-01                           Date:    5-21-01
     ----------------------------------         -------------------------------




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                                       4



                        Confidential - Restricted Access


                                  ATTACHMENT A



- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        ITEM AND                                       UNIT PRICE              TERREMARK
     PRODUCT NUMBER             QUANTITY                PRODUCT                  PRICE               DESCRIPTION
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                
HP SOFTWARE PRODUCTION QUOTE

          1.0                       1                    $121,028.00     $86,535.02 VantagePoint Manager (main)
          3.0                       2                     $29,742.00     $42,531.06 Network Node Manager
          4.0                       1                      $8,741.00     $6,249.82 Custom Views (main)
          6.0                       1                     $26,346.00     $18,901.74 VantagePoint Remedy SPI (main)
          8.0                       1                      $9,811.00     $7,014.87 Oracle SPI (main)
         10.0                       4                      $2,616.00     $7,481.76 Tier 1 Agent
         11.0                       2                      $1,741.00     $2,489.63 Tier 0 Agent


HP SOFTWARE PRODUCTION TOTAL                                  $171,203.89






- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        ITEM AND                                       UNIT PRICE              TERREMARK
     PRODUCT NUMBER             QUANTITY                PRODUCT                  PRICE               DESCRIPTION
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------

                                                                
FUNK SOFTWARE PRODUCTION QUOTE
1.0 SBUC2-V225                      1                      $9,500.00     $10,450.00 Steel Belted Radius Enterprise
                                                                         Edition for Solaris 2 Pack includes 1 year
                                                                         service _________________.


FUNK SOFTWARE PRODUCTION TOTAL                                $10,450.00



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                                       5



                        Confidential - Restricted Access






- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        ITEM AND                                       UNIT PRICE              TERREMARK
     PRODUCT NUMBER             QUANTITY                PRODUCT                  PRICE               DESCRIPTION
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                             
ORACLE SOFTWARE PRODUCTION QUOTE

          1.0                       2                        $620.00     $954.80 SQL*Plus - Named User Multi Server
          2.0                      15                        $200.00     $2,310.00 Oracle Database Standard Edition
                                                                         - Name User Multi Server
          3.0                       1                        $296.80     $228.54 Initial 1 Year Product Support -
                                                                         Annual Technical Support
          4.0                       1                         $39.95     $43.95 Oracle(R)Database 8i Release 3
                                                                         (8.1.7) CD
          5.0                       1                        $636.00     $489.72 UPDATE SUBSCRIPTION SERVICE FEE


ORACLE PRODUCTION  TOTAL                             $4,027.00

















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                                       6



                         OPERATIONS DESIGN AND DOCUMENTATION FOR THE NAP NETWORK
                                                         WORK STATEMENT NO. 0017
                                                             CONTRACT NO. 1NAP17

- --------------------------------------------------------------------------------

This Work Statement ("WS") is issued under the Professional Services Master
Agreement Contract No. 20000822JS113827 dated September 1, 2000, amended on
September 29, 2000 ("Master Agreement") between NAP of the Americas, Inc.
("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark")
and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the
following Services under the terms and conditions of the Master Agreement and
any additional terms contained in this WS.

1. SCOPE OF SERVICES

As described in this WS, Telcordia shall provide Professional Services
associated with the documentation of policies and process flows necessary to
operate the permanent Internet Network Access Point ("NAP") network at the
Technology Center of the Americas ("TECOTA") location in Miami. Telcordia shall
work with NAPA to design the policies, processes, procedures and tasks for the
operation of the NAP peering infrastructure, the Network Operations Center (NOC)
systems and the general data center operations that are needed to run a NAP of
this size.

2. DESCRIPTION OF SERVICES

Telcordia shall design and document the following items for NAPA. The items may
include one or more of the following:

POLICY:           Description of the corporate directive(s) for a specific
                  business function, why it is important and who has management
                  responsibility for the function.

PROCESS:          High-level flow charts and text descriptions that show what
                  needs to get done and who does it, to accomplish a specific
                  function consistent with business policy.

PROCEDURE:        Atomic level description of how to do a specific task that
                  when done according to the process flow results in the
                  completion of an activity consistent with business policy. We
                  also refer to these as Methods and Procedures.

COACHING:         On site tutoring or coaching of students on the proper
                  application of policies, processes or procedures.

Telcordia shall develop the design and documentation for the following
management areas:

         a)       PERFORMANCE MANAGEMENT: Policy/process/procedures for trouble
                  reporting within NAPA and to customers. Generation of reports
                  on: installation intervals, customer trouble resolution



     TELCORDIA TECHNOLOGIES, INC. AND NAPA CONFIDENTIAL - RESTRICTED ACCESS
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     distributed, routed or made Available solely to the authorized persons
                having a need to know within Telcordia and NAPA,
                  Except with written permission of Telcordia.



                        CONFIDENTIAL - RESTRICTED ACCESS
                                 Final Issue v2

                  intervals, etc. (Note, systems for collecting this information
                  is covered under WS1O). Trouble escalation procedures that
                  involve customers and NAPA.


         b)       CHANGE MANAGEMENT: Policy/process/procedures for handling
                  building inventory. Type of information to record, reconciling
                  database with physical inventory, etc. (Note, the inventory
                  software system is being developed under WS1O) Naming and
                  nomenclature for inventoried items. Change control board
                  policy/process/procedures for system upgrades, backups, etc.
                  Data retention policies (e.g., off-site storage, etc.)
                  Evaluation of possible ISO certifications for the NAP.
                  Policy/process/procedure for managing documents.
                  Communications plans and decimation of key learnings.

         c)       CUSTOMER MANAGEMENT: Service activation
                  policies/process/procedures for going from sales of services,
                  to creation of a service order, to alerting customer of the
                  service status. (Note, the actual provisioning of the service
                  is covered under WS 10). This includes coordination of
                  customer equipment deliveries to the NAPA facility.
                  Definitions of policies/process/procedures for managing
                  customer requests and inquiries for existing customers.
                  Service de-activation policies/process/procedures. Customer
                  service acceptance/certification policies/procedures.
                  Policies/process/procedures to handle customer inquiries,
                  opening trouble tickets and to determine status of customer
                  problem resolution.

         d)       SYSTEMS MANAGEMENT: Policies/process/procedures for system
                  administrators that have the responsibilities to manage the
                  NOC servers and database servers. Management of employee
                  desktop systems, employee email, time reporting, voucher
                  systems, etc. Software change control
                  policy/process/procedures. This work will also develop a
                  manual that describes the day to day activities of NOC
                  personnel, and will also include a glossary and definition of
                  terms that are needed by NOC personnel.

         e)       TECHNICAL WEB SITE: Policies/process/procedures for the
                  information to be included in the technical web site. Split of
                  technical information by: globally available information,
                  information for NAP customers only, specific customer
                  information and information for NAPA only. Security systems
                  for the Web site. Definition of self-help web sites that allow
                  customer to initiate or change existing services. Marketing
                  and sales web sites are specifically not included in this WS.
                  This work does not include web site design.

         f)       PHYSICAL AND NETWORK SECURITY MANAGEMENT: Access control
                  procedures. Definition of daily and long-term network security
                  analysis for the physical systems on the second floor of the
                  TECOTA building. Configuration management of the logical
                  network security including access lists and Policy for
                  allowing access to various systems. Specifically not included
                  in this WS are: security audits, periodic reviews and
                  recommendations from those periodic reviews.



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                                 Final Issue v2

         g)       HUMAN RESOURCES: Definition of staff roles and
                  responsibilities; job titles; example tasks for each title;
                  job requirements and advertisements are included. Training
                  policy including: new-hire training, certification policies,
                  etc. are included. Specifically not included in this WS are
                  worker grade and salary levels; promotion criteria, career
                  path migration.

3.       NAPA RESPONSIBILITIES

         a)       Todd Gale shall be the single point of contact empowered to
                  make decisions related to the Services.

         b)       NAPA shall provide:

                  o        Access to NAPA personnel to assist in defining
                           billing, network and service operations;

                  o        Access to existing policies and procedures that will
                           be used as a basis for the Services.

         c)       NAPA shall review any Deliverable document submitted by
                  Telcordia in draft form and notify Telcordia in writing within
                  ten (10) business days of any deficiencies in the draft
                  Deliverable document in sufficient detail to enable Telcordia
                  to make any necessary changes and submit to NAPA in final form
                  or notify Telcordia of a delay in the document review. If a
                  response is not received on the draft Deliverable within ten
                  (10) business days, the Deliverable will be deemed accepted by
                  NAPA.

Failure to perform any of the above NA.PA responsibilities may cause schedule
delays or may result in additional costs to NAPA. Where practical and at no
additional direct cost to Telcordia, Telcordia facilities will be used from time
to time.

4.       FEES AND PAYMENTS

NAPA shall pay Telcordia for the Services provided in this WS on a time and
materials basis.

         a)       ESTIMATED AMOUNTS: Telcordia estimates that the fee for the
                  Services will be approximately Eight Hundred Thousand Dollars
                  (US$800,000) ("Estimated Fee"), excluding out of pocket
                  expenses and materials. The Estimated Fee is non-binding on
                  Telcordia, Telcordia shall notify NAPA when it reaches
                  eighty-five percent (85%) of the Estimated Fee. Telcordia
                  shall obtain prior written approval to exceed the Estimated
                  Fee in the aggregate (fees plus reimbursable expenses).
                  Telcordia reserves the right to suspend the performance of
                  Services hereunder and toll the term of this WS until NAPA
                  approves in writing a revised Estimated Fee, if any.

         b)       BILLING: NAPA shall pay Telcordia for the Services on the
                  following basis:


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                                 Final Issue v2

                  1)       LABOR: All labor shall be reimbursed on an hourly
                           basis, based on the actual hours incurred multiplied
                           by the hourly rates as set forth below. The rates
                           below represent Preferred Pricing rates as defined in
                           Section 2 of the Master Agreement, as amended.

                          ------------- ------------------------- -------
                              ROLE      NAP OF THE AMERICAS ROLES  RATE
                          ------------- ------------------------- -------
                           Engineering          Principal          $315
                          ------------- ------------------------- -------
                           Engineering      Principal Engineer     $242
                          ------------- ------------------------- -------
                           Engineering       Senior Engineer       $180
                          ------------- ------------------------- -------
                           Engineering           Engineer          $144
                          ------------- ------------------------- -------
                           Engineering      Associate Engineer     $120
                          ------------- ------------------------- -------
                           Engineering          Technician          $95
                          ------------- ------------------------- -------
                           Engineering      Junior Technician       $70
                          ------------- ------------------------- -------


                  2)       OTHER DIRECT COSTS AND MATERIALS: NAPA shall
                           reimburse Telcordia for all reasonable out-of-pocket
                           expenses incurred in connection with the Services,
                           including, but not limited to, travel, lodging,
                           meals, telephone, all materials purchased by
                           Telcordia exclusively for use in performing the
                           Services and contracted services provided by Third
                           Party Hardware and Software manufacturers, resellers
                           or integrators. Telcordia shall bill NAPA for these
                           out of pocket expenses at cost on a monthly basis.
                           Telcordia shall notify NAPA in advance of contracting
                           with third parties for services to complete this WS.

Telcordia shall bill NAPA on monthly basis as specified in Section 2.2 of the
Master Agreement, as amended.

5.       DELIVERABLES

Telcordia shall also provide written Deliverables in Adobe Acrobat(R) format and
in Microsoft Office format. During the course of this WS, individual
deliverables will be defined by mutual agreement by Telcordia and NAPA.

6.       SCHEDULE OF SERVICES

 The term of this WS is April 9, 2001 through March 31, 2002.

During the course of this WS, individual deliverables will be scheduled for
completion by mutual agreement by Telcordia and NAPA.

7.       LOCATION OF SERVICES

Unless otherwise specified and agreed to in writing by NAPA and Telcordia,
Telcordia shall provide Services at Telcordia facilities or NAPA facilities
within the continental United States.



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                                 Final Issue v2


8.       TELCORDIA CONTACTS




                     TECHNICAL CONTACT                                        ADMINISTRATIVE CONTACT
                     -----------------                                        ----------------------
                                                                           
Richard Nici                                                 Max Figueroa
Director, Broadband Networking and e-Business                General Manager, Broadband Networking e-Business
331 Newman Springs Rd.                                       331 Newman Springs Rd.
Red Bank, NJ  07701                                          Red Bank, NJ  07701
Telephone:        732-758-5447                               Telephone:        732-758-2218
Fax:              732-758-4177                               Fax:              732-758-4177
Email:            mici@telcordia.com                         Email:            mfiguero@telcordia.com


9.       OTHER TERMS AND CONDITIONS

         a)       ACCEPTANCE OF SERVICES

         Acceptance of Services shall be deemed to have occurred upon having
performed such Services.

The parties to this Work Statement agree to the terms of the Professional
Services Master Agreement and this Work Statement and further represent that
this Work Statement is executed by duly authorized representatives as of the
dates below.

AGREED BY:
NAP OF THE AMERICAS, INC.              TELCORDIA TECHNOLOGIES, INC.


By: /s/ BRIAN K. GOODKIND              By:  /s/ JOEL M. GOLDSTEIN
   -----------------------------------      -----------------------------------
Name:  BRIAN K. GOODKIND               Name:    JOEL M. GOLDSTEIN
     ---------------------------------        ---------------------------------
Title: EXECUTIVE VICE PRESIDENT & COO  Title:   DIRECTOR, CONTRACT MANAGEMENT
      --------------------------------         --------------------------------
Date:  6-5-01                          Date:    6-11-01
     ---------------------------------        ---------------------------------







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                                                                          Page 5

EX-10.4

                                                                    EXHIBIT 10.4

                                [TERREMARK LOGO]


Job No: 432                                        6358 Manor Lane
Cost Code: 16-001                               Miami, Florida 33143
                                       Tel (305) 662-1973-- Fax (305)662-1973


THIS AGREEMENT, made and entered into this 1st day of November, 2000 by and
between TERREMARK TECHNOLOGY CONTRACTORS INC., a Florida Corporation,
(hereinafter called TERREMARK), NAP OF THE AMERICAS, INC., a Florida corporation
(hereinafter called OWNER) TERREMARK WORLDWIDE INC., a Delaware corporation
(hereinafter called WORDLWIDE) and:

                Cupertino Electric, Inc., a Delaware corporation
                            1132 North Seventh Street
                               San Jose, CA 95112
                               Tel: (408) 808-8000
                               Fax: (408) 279-4605
                                 Jim Medefesser

Witnesseth, that the subcontractor and TERREMARK agree as follows:



ARTICLE I DESCRIPTION OF WORK

         1.1 The Subcontractor shall and will provide and install (as
applicable) all design services labor materials, tools, supplies, equipment,
service, supervision, administration and all things necessary, with workmanship
to be of the highest and best quality for the job known as NAP of the Americas
Inc. located at the 2nd floor of that certain building known as "Technology
Center of the America" at 50 NE 9th Street (see legal description attached) in
strict accordance with all codes and regulations of all governmental agencies
having jurisdiction and attached exhibits.

         1.2 Plans are furnished by Peter Notari, AIA as listed in exhibit "I".

         1.3 The Work consists of the design/build work and as reflected in that
certain Electrical Scope Schedule dated June 14, 2001 and referenced as
Electrical work 16-001, attached as Exhibit A-1 hereto.



ARTICLE II TIME OF COMPLETION

         2.1 The Subcontractor shall complete the several portions and the whole
of the Work included in this Contract at or before the times or times
hereinafter stated: June 30, 2001




PURSUANT TO TERREMARK'S SCHEDULE, A COPY WHICH IS ATTACHED AS EXHIBIT "K"

         2.2 Should the subcontractor in any way cause delay to the progress of
the Work so as to cause any damage to Terremark or any damages for which
Terremark shall become liable, the Subcontractor shall compensate Terremark
therefore; provided that such damage shall have been caused by Subcontractor's
acts or omissions and subject to the force majure provisions of Section 4.1, and
subject to Section 2.3 below.

         2.3 The Subcontractor and Terremark shall mutually agree on a progress
schedule that will enable Terremark to complete the project within the number of
days specified in the Owner/Contractor agreement. Should the Subcontractor delay
the progress of the job, he shall be responsible for liquidated damages (as set
forth on the Owner/Contractor agreement). Subcontractor shall be liable for
liquidated damages only if actual liquidated damages are assessed (see attached
Exhibit "H"). Subcontractor shall only be liable for Terremark's liquidated
damages to the extent that Subcontractor's delay has contributed to such
damages, and only in proportion to the delay cause by Subcontractor in relation
to delays caused by Subcontractor in relation to delays caused by all other
parties. Terremark acknowledges that as of the date of this Agreement,
Subcontractor has caused no delay to Terremark.

         2.4 The current schedule is attached as Exhibit A-1. No change shall be
made to this schedule without Subcontractor's consent.

         2.5 The following conditions will constitute a delay to the progress:

                  1.       If Subcontractor fails to begin and continue the Work
                           on the specific day that the current progress
                           schedule dictates, or

                  2.       If Subcontractor, in Terremark's opinion, falls
                           behind in the schedule due to, lack of competent
                           personnel, lack of materials, lack of, subcontractor
                           cooperation, etc.

         2.6 Terremark may immediately assess liquidated damages and withhold
same from subcontractor monthly draw. If liquidated damages are assessed by
Owner against Terremark due to a delay caused by subcontractor, Terremark shall
have the right to assess subcontractor for the liquidated damages assessed
against it by Owner. If no liquidated damages are assessed, all monies withheld
will be immediately' refunded to the subcontractor, less any additional general
condition costs and/or direct costs of other trades incurred by Terremark due
delay.

         2.7 Terremark if it deems necessary, may direct the Subcontractor to
work overtime. If so instructed by Terremark, Subcontractor will work said
overtime, and provided that the Subcontractor is not in default in any of the
provision herein, Terremark will pay the Subcontractor for the actual premium on
wages paid, at rates which have been approved by Terremark, plus taxes imposed
by law on such wage premiums when required to be paid by the Subcontractor.

         2.8 If however, the Subcontractor delays the progress of the Work, the
Subcontractor shall at its own cost and expense, work such overtime as may be
necessary to avoid delay in the completion of the building.


                                    2 of 14



ARTICLE III CONTRACT CONSIDERATION

         3.1 The sum to be paid by Terremark to the Subcontractor for the Work
included in this Contract shall be: Twenty-four Million Eight Hundred Thirty Two
Thousand Three Hundred Thirty Six and No/100 Dollars ( S 24,832,336.00 ) in
current funds, subject to additions and deductions as herein provided, which
sums shall include all permits, fees, inspection costs and/or taxes required by
any division of Federal, State or local government. This is a fixed price
contract with a Contract Price of $24,832,336 including all Change Orders issued
to date. The Schedule of Values shall be used solely in aid of determining
progress payments.

See EXHIBIT "B" ("schedule of values") attached hereto and made a part hereof by
this reference.

         3.2 The Contract Consideration stated herein to be paid to the
Subcontractor by Terremark includes all Municipal, State, County and Federal
taxes imposed by law and based upon labor performed, materials furnished or
services rendered, including, but not limited to, payroll taxes, sales taxes,
use taxes levied or assessed against the Owner, or the Contractor, or the
Subcontractor arising out of either the acquisition by the Subcontractor or by
any of its subcontractors of materials, equipment, or any other kind of personal
property, or the furnishing of labor and/or services in connection with the
Work. Where the law requires any such tax to be stated and charged separately,
the total of all items included within the Work and the added tax shall not
exceed the Contract Consideration state herein.

         3.3 On or before the 20th day of each month the Subcontractor shall
submit to Terremark, in the form required by Terremark, a written requisition
for payment (Exhibits A & B) showing the proportionate value of the Work
installed to that date. The amount of said requisition, as approved by Terremark
and the Architect, shall be due the Subcontractor on or before the 75th day
after receipt of invoice). There shall be no retention under this Agreement.
Progress payments shall be based upon percentage of completion, using the
Schedule of Values as a guideline. Past due payments shall bear interest at 10%
per annum from the due date.

         Each Application for Payment shall be based on the most recent schedule
of values submitted by the Contractor in accordance with the Contract Documents.
The schedule of values shall be prepared in such form and supported by such data
to substantiate its accuracy as the Owner may require. This schedule, unless
objected to by the Owner, shall be used as a basis for reviewing the
Contractor's Applications for Payment.

         Applications for Payment shall show the percentage of completion of
each portion of the Work as of the end of the period covered by the Application
for Payment. The percentage of completion shall be the percentage of that
portion of the Work which has actually been completed, or (2) the percentage
obtained by dividing (a) the expense that has actually been completed.



                                    3 of 14


         3.4 No payment will be processed until all required submittals have
been made by subcontractor and accepted by owner or architect.

         3.5 Terremark reserves the right to advance the dates of any payment
(including the final payment) under this Contract if, in its sole judgment, it
becomes desirable to do so.

         3.6 Subcontractor shall furnish, along with last progress draw request,
all necessary warranties, product data, manuals, as-built drawings, and other
closeout documents as required in the specifications.

         3.7 The final payment shall be made after the completion of the Work
covered by this Contract and acceptance thereof by Terremark and the Architect,
provided all Plans and Specifications have been returned to Terremark by the
Subcontractor and also provided the Subcontractor has given to Terremark
satisfactory evidence that the premises are free from all liens or other claims
chargeable to the premises or the said Subcontractor. Terremark and
Subcontractor agree to cooperate in good faith for such final payment and
assurances.

         3.8 Prior to final payment, the Subcontractor shall execute and deliver
to Terremark, a form satisfactory to Terremark, holding Terremark and the Owner
free and harmless from all liens or payment claims arising out of or in
connection with this Contract and shall execute and deliver to Terremark
affidavit that all laborers, sub-subcontractors and material men dealing with
the Subcontractor have been paid in full. Subcontractor shall furnish Terremark
with all equipment and material warranties, or will be paid in full upon final
payment.

         3.9 If at any time there shall be evidence of any lien or claim for
which, if established, Terremark or Owner of said premises might become liable,
and which is chargeable to the Subcontractor and/or when damage shall be caused
by this Subcontractor to other work, Terremark shall have the right to retain
out of any payment then due, or thereafter to become due, an amount sufficient
to completely indemnify itself and the Owner for any loss or damage, including
legal fees and disbursements, which either may sustain in discharging such lien
or claim. Notwithstanding the above, withhold right and any right of Terremark
for indemnity shall apply only if Terremark has made timely payment under this
Agreement for the work for which the lien or claim has been made.

         3.10 Should there prove to be any such claim after all payments are
made, the Subcontractor shall refund to Terremark all monies that Terremark or
the Owner shall pay in discharging such lien on or claim against such premises
and al expenses incurred in connection therewith.

         3.11 No payment made under this contract shall be conclusive evidence
of the performance of this Contract, either wholly or in part, and no payment
including final payment shall be construed as acceptance of defective work or
improper materials, nor shall entrance and use by the Owner constitute
acceptance of the Work hereunder of any part thereof.



                                    4 of 14


ARTICLE IV EXTENSION OF TIME

         4.1 Should the Subcontractor be delayed in the prosecution or
completion of the Work by the act, neglect or default of Terremark or of any
person employed by Terremark upon the Project, or by any damage caused by a
force majeure event or by an event not within Subcontractor's reasonable
control, fire or other casualty or by combined action of the workmen, in no way
caused by or resulting from default or collusion on the part of the
Subcontractor, or any extraordinary conditions arising out of war government
regulations, then the time herein fixed for the completion of the Work shall be
extended for a period of time equivalent to the time lost by reason of any or
all causes aforesaid, which extended period shall be determined and fixed by
Architect, but no such allowance shall be made unless a claim therefore is
presented in writing to Terremark within three (3) business days after
commencement of such delay. In addition to the causes listed as excusable delays
in Section 4.1, Subcontractor shall also be excused from delay to the extent
such delays may be caused by Owner, and any of Owner's consultants or agents,
and/or by other contractors and subcontractors on the Project. Subcontractor
shall also be excused from delays caused by fires, strikes, weather, Acts of
God, and other events beyond the reasonable control of Subcontractor.



ARTICLE V FREIGHT CHARGES & SHIPMENTS

         5.1 The Subcontractor in making or ordering shipments shall not consign
nor have consigned materials in the name of Terremark. Terremark shall not make
payments for charges on shipments made by or to Subcontractor except at its
option, in which case the Subcontractor shall reimburse Terremark for such
expense, plus a service charge of twenty-five percent (25%) of the amount so
paid.

         5.2 Terremark shall have the right to designate the carrier or railroad
over which all materials required for the Work shall be shipped provided that
the Subcontractor's cost is not increased thereby.



ARTICLE VI SPECS & GENERAL CONDITIONS

         6.1 The Subcontractor assumes for the portion of the Work covered by
this Contract, all obligations placed upon Terremark in the General Contract,
the Plans, Specifications and General Conditions mentioned in Article I which
Contract, Plans, Specifications and General Conditions are hereby made a part
hereof. These documents are available at all reasonable times at the offices of
Terremark for examination by the Subcontractor.

         6.2 The dimensions given on the Plans and in the Specifications are
approximate only and the Subcontractor shall take such measurements as will
insure the proper matching and fitting of the Work covered by this Contract with
contiguous work.

         6.3 The Subcontractor shall prepare and submit to Terremark such shop
drawings as may be required for the complete detailing of the Work. Approval by
Terremark and or the Architect will not relieve the Subcontractor of its



                                    5 of 14


obligation to perform the Work in strict accordance with the Plans and or
Specifications or the proper matching and fitting of the Work with contiguous
work.

         6.4 Should the proper and accurate performance of the Work included in
this Contract depend upon the proper and accurate performance of other work not
included in this Contract, the Subcontractor shall use all necessary means to
discover any defects in such other work and shall report the said defects in
writing to Terremark before proceeding with the Work, and shall allow Terremark
a reasonable time to remedy such defects.



ARTICLE VII INTERPRETATION OF PLANS & SPECS

         7.1 The Work included in this Contract is to be done under the
direction and to the satisfaction of both the Architect and Terremark.
Subcontractor will obtain from Terremark such additional information and Plans
as may be prepared by the Architect to further describe the Work to be performed
by the Subcontractor and the Subcontractor shall conform to and abide by same
insofar as they are consistent with the purpose and intent of the Plans and
Specification referred to in Article I. Terremark shall reserve the right, from
time to time, whether the Work or any part thereof shall or shall not have been
completed to make changes, additions and/or omissions in the Work as it may deem
necessary, upon written order to the Subcontractor. No such changes, however,
shall be made in the Work, except upon written order of Terremark.



ARTICLE VIII CHANGE ORDERS, ADDITIONS & DEDUCTIONS

         8.1 No alterations except as provided in Articles VI and VII hereof
shall be made in the Work covered by this Contract except upon written order of
Terremark, and when so made the value of the Work to be added or omitted shall
be stated in said order, and the amount added to or deducted from the Contract
price. Should the parties hereto be unable to agree as to the value of such work
to be added or omitted, the Subcontractor shall proceed under the written order
of Terremark, from which order the stated value of the work shall be omitted,
and the determination of the value of the Work shall be referred to the
Architect whose decision shall be binding upon both parties hereto. Change
orders must be submitted and approved by Terremark prior to requesting payment
for same. Subcontractor agrees to cooperate to its fullest in pricing any and
all change orders which are requested by the general contractor. It is hereby
understood that change orders are normal part of most projects and it is crucial
to process change orders in a timely fashion. Additionally, the costs of change
orders should be in line with the pricing of the original project. Should the
subcontractor not respond in accordance with the above mentioned requisites, the
contractor, at his discretion may proceed and prepare the change order on a time
and materials basis.

Additionally, the subcontractor will be expected to implement the change order
for the amount that the general contractor has established.

Payment for said change order would be in accordance with all payments as
outlined in this agreement.




                                    6 of 14


Change orders, for changes in the scope of the Work, will be issued on a fixed
price basis upon mutually agreeable terms.



ARTICLE IX INSPECTIONS/DEFECTIVE WORK

         9.1 The Subcontractor shall provide sufficient, safe, and proper
facilities at all times, for the inspection of the Work by Terremark, the
Architect or their authorized representatives in the field, at shops, or at any
other place where materials required thereunder are in the course of
preparation, manufacture, treatment, or storage. The Subcontractor shall, within
twenty-four hours after receiving written notice from Terremark to that effect,
proceed to take down all portions of the Work, and remove from the premises all
material, whether worked or unworked, which the Architect or Terremark shall
condemn as unsound or improper, or as in any way failing to conform to the Plans
and Specifications and the Subcontractor at is own cost and expense shall make
good all work damaged or destroyed thereby and replace all materials removed
with proper materials.



ARTICLE X FAILURE TO PROSECUTE

         10.1 Should the Subcontractor at any time refuse or neglect to supply a
sufficiency of skilled workmen or materials of the proper quality and quantity,
or fail in any respect to prosecute the Work with promptness and diligence, or
cause by any action or omission the stoppage or delay of or interference with
the Work of Terremark or of any other subcontractors on the building, or fail in
performance of any of the agreements on its part contained herein, or become
bankrupt or insolvent or go into liquidation either voluntarily or under an
order of a court of competent jurisdiction or make a general assignment for the
benefit of creditors or otherwise acknowledge insolvency, Terremark shall be at
liberty, after 72 hours written notice to the Subcontractor, mailed or delivered
to the last known address of the later, to provide through itself or through
others, any such labor or materials, and to deduct the cost thereof from any
money due to, and thereafter to become due to, the Subcontractor for said Work
and to enter on the premises and take possession, for the purpose of completing
the Work included in this Contract, of all materials, tools, equipment and
appliances thereon, and to employ any other person or persons to finish the
Work, and to provide materials, tools, equipment and appliances thereon, and to
employ any other person or persons to finish the Work, and to provide materials
therefore, the Subcontractor hereby assigns, transfers and sets over unto
Terremark all said materials, tools, equipment and appliances. In case of such
termination of the employment of the Subcontractor, the said Subcontractor shall
not be entitled to receive any further payment under this Contract until said
Work shall be wholly finished, at which time, if the unpaid balance of the
amount to be paid by Terremark to the Subcontractor exceeds the expense incurred
by Terremark in finishing the Work, such excess shall be paid by Terremark to
the Subcontractor. The expense incurred by Terremark shall include the cost of
furnishing all materials and labor utilized in of finishing the Work, and any
damages incurred through the default of the Subcontractor. Terremark's right to
take over the Project under this paragraph shall apply only if Subcontractor
fails to diligently cure any default in the prosecution of its works which
default is not remedied within 30 days of receipt by Subcontractor of written
notice of such default by Terremark.




                                    7 of 14


         10.2 In connection with any litigation or arbitration arising out of
this Agreement, the prevailing party shall be entitled to recover from the other
party said prevailing party's reasonable attorney's fees and costs, including
attorney's fees and costs for any appellate proceedings.



ARTICLE XI LOSS OR DAMAGE TO WORK

         11.1 Terremark shall not be responsible for loss or damage to the Work
included in this Contract, until after final acceptance of the Work by the
Architect and itself nor shall it be responsible for loss or damage to
materials, tools, or appliances of the Subcontractor used or to be used in its
construction however caused. Owner shall be responsible to Subcontractor for
carrying builder's risk insurance sufficient to cover the replacement cost of
all the Work. Subcontractor shall be provided with evidence of such insurance
upon request.

         11.2 The total value of the property described above as the insurable
hereunder and as shown on the approved monthly requisition provided for in
Article III, plus the total value of similar property delivered during the month
but not included in the aforesaid requisition, as reported by the Subcontractor
to Terremark for insurance purposes only, shall determine the total value of the
Subcontractor's work, materials and equipment to be insured.

         11.3 The maximum liability to the Subcontractor under this insurance
shall be for not more than that proportion of any loss which the last reported
value of the insured property bore to the actual value of said property at the
time of such last report, and in no event for more than the actual loss.

         11.4 In the event of a loss insured hereunder, the Subcontractor shall
be bound by any adjustment which shall be made between Terremark and/or the
Owner and the insurance company or companies. Loss, if any, shall be made
payable to Terremark and/or the Owner, as their interest may appear, for the
account of whom it may concern.



ARTICLE XII CLEANING

         12.1 The Subcontractor shall clean and remove from contiguous work any
dirt which was caused by the execution of the Work included in this Contract and
the Subcontractor shall clean up and remove from the premises all debris caused
by the execution of the Work included in this Contract daily. Should the
Subcontractor fail to remove its debris daily, Terremark will remove it and
charge the cost to the Subcontractor.



ARTICLE XIII LAWS & PERMITS

         13.1 The Subcontractor shall obtain and pay for all necessary permits
and licenses pertaining to the Work and shall comply with all Federal, State and
Municipal Laws, ordinances, rules and regulations and with the requirements of
the Board of Fire Underwriters, whether provided for by the said Plans,
Specifications and General Conditions, or not so provided for, without
additional charge or expenses to Terremark, and shall be responsible for any and
all corrections of any violations thereof in the Work included in this Contract.
The Subcontractor shall indemnify and save harmless Terremark from any and all
loss, expense, damage or injury caused or occasioned directly or indirectly by



                                    8 of 14


its failure to comply with the provisions of the said laws, ordinances, rules
regulations and requirements, and shall at any time upon final demand, furnish
to Terremark an affidavit showing such compliance on its part. Subcontractor
shall have all construction documents related to the work signed and sealed by a
Licensed Florida Registered Engineer.



ARTICLE XIV LABOR TO BE EMPLOYED

         14.1 The Subcontractor shall not employ men or means which may cause
strikes, work stoppage or any disturbances by workmen employed by the
Subcontractor, Terremark or other contractors or subcontractors in any Work
which is the subject of this Contract or related to or in connection with the
location hereinbefore mentioned.

The Subcontractor agrees that all disputes as to jurisdiction of trades arising
on the job shall be adjusted in accordance with any plan for the settlement of
jurisdictional disputes which may be in effect either nationally or in the
locality in which the Work is being done, provided that this Agreement shall not
be in violation or conflict with any provisions. In the event of Subcontractor's
breach of the foregoing, Terremark shall be at liberty, after three days written
notice mailed or delivered to the last known address of the Subcontractor, to
terminate this Contract or any part thereof or the employment of the
Subcontractor for the said Work and Terremark may, for the purpose of completing
the Work, enter upon the premises and take possession, in the same manner and
upon the same conditions as are described in Article X.



ARTICLE XV GOVERNMENT TAXES

         15.1 The Subcontractor, for the Contract Price herein provided, hereby
accepts and assumes exclusive liability for, and shall hold Terremark harmless
against the payment of:

                  1.       All contributions, taxes or premiums which may be
                           payable under the Unemployment Insurance Law of any
                           State or under the Federal Social Security Act,
                           measured upon the payroll of employees, by whomsoever
                           employed, engaged in the performance of the Work
                           included in this Contract.

                  2.       All sales, use or other taxes levied or assessed
                           against the Owner, Terremark or the Subcontractor
                           arising out of the Work, including but not limited to
                           taxes on any kind of building materials, supplies or
                           equipment.



ARTICLE XVI PATENTS

         16.1 The Subcontractor hereby agrees to indemnify, protect and hold
harmless Terremark and/or the Owner form loss or damage and to reimburse
Terremark and/or the Owner for any expense, including legal fees and
disbursements, to which Terremark and/or the Owner may be put because of



                                    9 of 14


litigation on account of infringement or alleged infringement of any letters
patent or patent rights by reason of the Work or materials used by the
Subcontractor.



ARTICLE XVII ASSIGNMENT OR TRANSFER

         17.1 Neither this Contract nor the monies to become due hereunder shall
be assignable without the consent of Terremark and any assignment without such
consent in writing shall vest no right of action in the assignee against
Terremark. Subcontract shall not sublet the whole or any part of this
Subcontract without prior written Consent from Terremark.



ARTICLE XVIII GUARANTEE

         18.1 Unless a longer period is provided in the Specifications, or
General Conditions, the Subcontractor shall repair at its own expense and at the
convenience of the Owner immediately, any defect in workmanship or materials
discovered within one year from the date of the acceptance of the Work included
in this Contract.

         18.2 The Subcontractor hereby guarantees the Work to the full extent of
the provisions of the Plans, Specifications and General Conditions.

         18.3 In any event the Subcontractor shall pay for all damage to the
building resulting from defects in the Work and all expenses necessary to
remove, replace and/or repair the Work and any other work which may be damaged
in removing or repairing the Work.



ARTICLE XIX ACCIDENT PREVENTION

         19.1 The Subcontractor agrees that the prevention of accidents to
workmen engaged in the Work under this Agreement is the responsibility of the
Subcontractor. The Subcontractor agrees to comply with all laws, regulations and
codes concerning safety standards established during the progress of the Work
which Terremark deems unsafe until corrective measures, satisfactory to
Terremark, have been taken, and further agrees to make no claim for damages
growing out of such stoppages. Should the Subcontractor neglect to adopt such
corrective measures, Terremark may perform them and deduct the cost from
payments due or to become due the Subcontractor. Failure on the part of
Terremark to stop unsafe practices shall in no way, relieve the Subcontractor of
its responsibility. Refer to Exhibit "L" Safety Rules for Employees.

         19.2 Subcontractor will take all measures necessary to protect all of
their work and/or that work either stored or installed by another trade whether
adjacent or not to subcontractor's work, from any damages which may occur,
whether incidental or not. Should subcontractor damage or cause damage to any
such work, it shall be held responsible under Provision XXII of this agreement.


                                    10 of 14



ARTICLE XX BOND

         20.1 If required the Subcontractor shall furnish Terremark a payment
and performance bond in the amount of $ N/A guaranteeing the faithful
performance of the provisions of this Contract, the form and contents of such
bond and surety therein satisfactory to Terremark. The said parties for
themselves, their heirs, executors, administrators, successors and assigns, do
hereby agree to the full performance of the covenants herein contained.



ARTICLE XXI           INSURANCE

         21.1 Before commencing the work, the Subcontractor shall procure and
maintain, at is own expense, until completion and final acceptance of the work,
at least the following insurance:

LIABILITY INSURANCE

                  1.       Worker's Compensation and Employer's Liability
                           Insurance in accordance with the laws of the State in
                           which the work is situated and including coverage for
                           Federal Acts where applicable. We request $
                           1,000,000.00 or higher coverage on any hazardous
                           operations (such as cranes etc.)

                  2.       Contractor's Public Liability Insurance (including
                           Contractors' Protective Liability Insurance if the
                           Subcontractor sublets to another any portion of the
                           work under this Contract) and automobile Liability
                           with the following minimum coverage (indicated by the
                           X on the appropriate line) and limits schedule
                           herein:



- ---------------------------------------------- -----------------------------------------------------------------------
TYPE OF INSURANCE                              LIMITS OF LIABILITY IN THOUSANDS
- ---------------------------------------------- -----------------------------------------------------------------------
                                                                                                
              GENERAL LIABILITY                EACH OCCURRENCE                                           AGGREGATE
              -----------------                ---------------                                           ---------
o        Comprehensive Form                    Bodily Injury                     $500,000.00             $500,000.00
o        Premises-- Operations
o        Explosion & Collapse Hazard           Property Damage                   $500,000.00             $500,000.00
o        Underground Hazard

o        Products/Completed Operation          Bodily Injury &                   $500,000.00             $500,000.00
         Hazard                                Property Damage
o        Contractual Insurance                 Combined
o        Broad Form Property Damage
o        Independent Contractors


o        Personal Injury                       Personal Injury
                                               Bodily Injury
                                               (each person)                     $500,000.00             $500,000.00



                                    11 of 14






- ---------------------------------------------- -----------------------------------------------------------------------
TYPE OF INSURANCE                              LIMITS OF LIABILITY IN THOUSANDS
- ---------------------------------------------- -----------------------------------------------------------------------
                                                                                                
         AUTOMOBILE LIABILITY
         --------------------
o        Comprehensive Form
o        Owned                                 Bodily Injury(each
                                               occurrence)                       $500,000.00             $500,000.00
o        Hired
o        Non-Owned                             Property Damage                   $500,000.00
                                               Bodily Injury &
                                               Property
         ERROR & OMISSIONS                    $2,000,000.00
         -----------------


Before commencing the work, the Subcontractor shall furnish a certificate from
all insurance carriers showing the above insurance is in force, stating policy
numbers, dates of expiration, and limits of liability thereunder, and further
providing that the insurance will not be cancelled or changed prior to at least
(30) days after written notice of such cancellation or change has been mailed to
Terremark.

         If the Subcontractor fails to procure and maintain such Insurance
Terremark shall have the right to procure and maintain the said insurance for
and in the name of the Subcontractor and the Subcontractor shall pay the cost
thereof and shall furnish all necessary information to make effective and
maintain such insurance.



ARTICLE XXII LITIGATION & ATTORNEY'S FEES

         Unless otherwise specified in this contract, any disputes arising out
of or as a result of this contract will be governed by the laws of the State of
Florida. The prevailing party in any litigation arising out of or as a result of
this contract is entitled to be paid for all reasonable attorney's fees and
court costs by the losing party.

         Terremark assumes the risk of loss to any equipment delivered by
Subcontractor from the date of delivery. Until the Contract Consideration is
paid in full, Terremark will maintain adequate insurance against fire, theft or
other loss for the equipment's full insurable value with Subcontractor named as
loss payee. Title in the equipment will pass on full payment of the Contract
Consideration. Terremark will be responsible for any personal property taxes
assessed on any portion of the equipment. Subcontractor reserves and Terremark
grants Subcontractor a security interest in the equipment in the amount of up to
the Contract Consideration. If requested by Subcontractor, Terremark will
execute a standard form financing statement (UCC-1). Terremark appoints
Subcontractor as its agent to sign and file a financing statement to perfect
Subcontractor's security interest. Upon payment in full, Subcontractor will
promptly file to remove such interest.


                                    12 of 14



ARTICLE XXIII

         23.1 This Agreement with its Addendum and Exhibits supercedes and
replaces all prior negotiations, agreements, and contract proposals between the
parties.

         23.2 Worldwide and Owner are direct parties to this Agreement, and are
co-liable jointly with Terremark to Subcontractor for all obligations under this
Agreement, it being recognized that the services, labor and material provided by
Subcontractor will bestow substantial benefit on each of said parties. The
obligations of Owner and Worldwide are direct, and not as sureties or
guarantors. All actions taken by or on behalf of Terremark, Worldwide, and Owner
in connection with this Agreement shall be made by Terremark, and binding on
Worldwide and Owner.

         23.3 Owner and Worldwide approve the form of this Agreement as being in
compliance with the General Contract, or waive any variances there from, and
agree to be bound by the terms of this Agreement.




                                    13 of 14



         IN WITNESS WHEREOF the parties of these presents have hereto set their
hand and seals, as of the day and year first above written. You will please
return a fully executed copy of this Contract for our records.

Signed in the presence of:             TERREMARK TECHNOLOGY CONTRACTORS INC.


[ILLEGIBLE]                            BY:      /s/ MICHAEL KATZ
- -------------------------------                 -------------------------------
                                       TITLE:   VICE PRESIDENT
                                                 -----------------------------
                                       DATE:     6-25-2001
                                                 -----------------------------


                                       SUBCONTRACTOR
                                       CUPERTINO ELECTRIC


Signed in the presence of:             PRINT:    JOHN BONCHER
                                                 -----------------------------
                                       BY:       /s/ JOHN BONCHER
                                                 -----------------------------
[ILLEGIBLE]                            TITLE:    BRANCH MANAGER
- -------------------------------                  -----------------------------
                                       DATE:     7-5-2001
                                                 -----------------------------


                                       TERREMARK WORLDWIDE INC.


Signed in the presence of:             PRINT:    BRIAN K. GOODKIND
                                                 -----------------------------
                                       BY:       /s/ JOHN BONCHER
                                                 -----------------------------
[ILLEGIBLE]                            TITLE:    EXECUTIVE VICE PRESIDENT
- -------------------------------                  -----------------------------
                                       DATE:     JUNE 25, 2001
                                                 -----------------------------


                                       OWNER
                                       NAP OF THE AMERICAS, INC.


Signed in the presence of:             PRINT:    MONTGOMERY BANNERMAN
                                                 -----------------------------
                                       BY:       /s/ MONTGOMERY BANNERMAN
                                                 -----------------------------
[ILLEGIBLE]                            TITLE:    VICE PRESIDENT
- -------------------------------                  -----------------------------
                                       DATE:     JUNE 25, 2001
                                                 -----------------------------




                                    14 of 14

EX-10.5

                                                                    Exhibit 10.5

                                [TERREMARK LOGO]


Job No: 432                                        6358 Manor Lane
Cost Code: 15-500                               Miami, Florida 33143
                                       Tel (305) 662-1973-- Fax (305)662-1973


THIS AGREEMENT, made and entered into this 28th day of December, 2000 by and
between TERREMARK TECHNOLOGY CONTRACTORS INC., a Florida Corporation,
(hereinafter called TERREMARK) and:

                              Kinetic Systems, Inc.
                              Santa Clara Division
                              33225 Western Avenue
                              Union City, CA 94587
                               Tel: (650)675-6000
                               Fax: (650)675-6180
                                   Craig Kirk

Witnesseth, that the subcontractor and TERREMARK agree as follows:



ARTICLE I DESCRIPTION OF WORK

         1.1 The Subcontractor shall and will provide and install (as
applicable) all design services labor materials, tools, supplies, equipment,
service, supervision, administration and all things necessary, with workmanship
to be of the highest and best quality for the job known as NAP of the Americas
Inc. located at the 2nd floor of that certain building known as "Technology
Center of the America" at 50 NE 9th Street (see legal description attached) in
strict accordance with all codes and regulations of all governmental agencies
having jurisdiction and attached exhibits.

         1.2 Plans are furnished by Peter Notari, MA as listed in exhibit "I".

         1.3 The Work is defined as the complete installation and design of see
subcontractor's proposal and letter of intent attached (Exhibit "A")



ARTICLE II TIME OF COMPLETION

         2.1 The Subcontractor shall complete the several portions and the whole
of the Work included in this Contract at or before the times or times
hereinafter stated: June 15, 2001




    PURSUANT TO TERREMARK'S SCHEDULE, A COPY WHICH IS ATTACHED AS EXHIBIT "K"

         2.2 Should the subcontractor in any way cause delay to the progress of
the Work so as to cause any damage to Terremark or any damages for which
Terremark shall become liable, the Subcontractor shall compensate Terremark
therefore. Notwithstanding the foregoing, Subcontractor shall not be liable for
loss of use of services or existing property, loss of profits, loss of product
or business interruption any special, indirect, incidental. consequential
damages arising from, or relating to, Subcontractor's breach therefore.

         2.3 The Subcontractor and Terremark shall mutually agree on a progress
schedule that will enable Terremark to complete the project within the number of
days specified in the Owner/Contractor agreement. Should the Subcontractor delay
the progress of the job, he shall be responsible for liquidated damages (as set
forth on the Owner/Contractor agreement). Subcontractor shall be liable for
liquidated damages only if actual liquidated damages are assessed (see attached
Exhibit "H").

         2.4 Updated schedules may be provided from time to time to the
subcontractor. It is the Subcontractor's responsibility to secure an updated
schedule and abide by it. Subcontractor will not be required to accelerate
progress from his original work schedule, unless subcontractor so agrees to the
acceleration.

         2.5 The following conditions will constitute a delay to the progress:

                  1.       If Subcontractor fails to begin and continue the Work
                           on the specific day that the current progress
                           schedule dictates, or

                  2.       If Subcontractor, in Terremark's opinion, falls
                           behind in the schedule due to, lack of competent
                           personnel, lack of materials, lack of, subcontractor
                           cooperation, etc.

         2.6 Terremark may immediately assess liquidated damages and withhold
same from subcontractor monthly draw. If liquidated damages are assessed by
Owner against Terremark due to a delay caused by subcontractor, Terremark shall
have the right to assess subcontractor for the liquidated damages assessed
against it by Owner. If no liquidated damages are assessed, all monies withheld
will be immediately' refunded to the subcontractor, less any additional general
condition costs and/or direct costs of other trades incurred by Terremark due
delay.

         2.7 Terremark if it deems necessary, may direct the Subcontractor to
work overtime. If so instructed by Terremark, Subcontractor will work said
overtime, and provided that the Subcontractor is not in default in any of the
provision herein, Terremark will pay the Subcontractor for the actual premium on
wages paid, at rates which have been approved by Terremark, plus taxes imposed
by law on such wage premiums when required to be paid by the Subcontractor.

         2.8 If however, the Subcontractor delays the progress of the Work, the
Subcontractor shall at its own cost and expense, work such overtime as may be
necessary to avoid delay in the completion of the building.


                                       2

ARTICLE III CONTRACT CONSIDERATION

         3.1 The sum to be paid by Terremark to the Subcontractor for the Work
included in this Contract shall be: ( S 4,237,000.00 ) in current funds, subject
to additions and deductions as herein provided, which sums shall include all
permits, fees, inspection costs and/or taxes required by any division of
Federal, State or local government.

See EXHIBIT "B" ("schedule of values") attached hereto and made a part hereof by
this reference.

         3.2 The Contract Consideration stated herein to be paid to the
Subcontractor by Terremark includes all Municipal, State, County and Federal
taxes imposed by law and based upon labor performed, materials furnished or
services rendered, including, but not limited to, payroll taxes, sales taxes,
use taxes levied or assessed against the Owner, or the Contractor, or the
Subcontractor arising out of either the acquisition by the Subcontractor or by
any of its subcontractors of materials, equipment, or any other kind of personal
property, or the furnishing of labor and/or services in connection with the
Work. Where the law requires any such tax to be stated and charged separately,
the total of all items included within the Work and the added tax shall not
exceed the Contract Consideration state herein.

         3.3 The parties hereto specifically agree that a condition precedent to
all payments to be made by Terremark to Subcontractor, including the final
payment, is the payment of corresponding sums to Terremark by the Owner of the
job for which Terremark is General Contractor.

         3.4 On or before the 20"' day of each month the Subcontractor shall
submit to Terremark, in the form required by Terremark, a written requisition
for payment (Exhibits A & B) showing the proportionate value of the Work
installed to that date, from which shall be deducted a reserve often percent
(10%) of the total value of the work completed and stored to date; and all other
charges for material or service furnished by Terremark to the Subcontractor. The
balance of the amount of said requisition, as approved by Terremark and the
Architect, shall be due the Subcontractor on or about the 30th day of the
succeeding month (Payment is predicated upon receipt of payment from Owner).

         The Contractor shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management under this
Contract, and the accounting and control systems shall be satisfactory to the
Owner. The Owner and the Owners' accountants shall be afforded access to, and
shall be permitted to audit and copy, the Contractor's records, books,
correspondence, instructions, drawings, receipts, subcontracts, purchase orders,
vouchers, memoranda and other data relating to this Contract, and the Contractor
shall preserve these for a period of one (1) year after final payment, or for
such lancer period as may be required by law.

         With each Application for Payment, the contractor shall submit
payrolls, petty cash accounts, receipted invoices or invoices with check
vouchers attached, and any other evidence required by the owner or Architect to
demonstrate that cash disbursements already made by the contractor on account of
the cost of the Work equal or exceed (1) progress payments already received b
the Contractor less that portion of those payments attributable to the
Contractor's fee.

                                       3

         Each Application for Payment shall be based on the most recent schedule
of values submitted by the Contractor in accordance with the Contract Documents.
The schedule of values shall allocate the entire Guaranteed Maximum Price among
the various portions of the Work, except that the Con tractor's Fee shall be
shown as a single separate item. The schedule of values shall be prepared in
such form and supported by such data to substantiate its accuracy as the Owner
may require. This schedule, unless objected to by the Owner, shall be used as a
basis for reviewing the Contractor's Applications for Payment.

         Applications for Payment shall show the percentage of completion of
each portion of the Work as of the end of the period covered by the Application
for Payment. The percentage of completion shall be the lesser off!) the
percentage of that portion of the Work which has actually been completed, or (2)
the percentage obtained by dividing (a) the expense that has actually been
incurred by the Contractor on account of that portion of the Work for which the
Contractor has made or intends to make actual payment prior to the next
Application for Payment by (b) the share of the Guaranteed Maximum Price
allocated to that portion of the Work in the schedule of Values.

         3.5 No payment will be processed until all required submittals have
been made by subcontractor and accepted by owner or architect.

         3.6 Terremark reserves the right to advance the dates of any payment
(including the final payment) under this Contract if, in its sole judgment, it
becomes desirable to do so.

         3.7 Subcontractor shall furnish, along with last progress draw request,
all necessary warranties, product data, manuals, as-built drawings, and other
closeout documents as required in the specifications.

         3.8 The final payment shall be made after the completion of the Work
covered by this Contract and acceptance thereof by Terremark and the Architect,
provided all Plans and Specifications have been returned to Terremark by the
Subcontractor and also provided the Subcontractor has given to Terremark
satisfactory evidence that the premises are free from all liens or other claims
chargeable to the premises or the said Subcontractor.

         3.9 Prior to final payment, the Subcontractor shall execute and deliver
to Terremark, a Conditional Waiver of Liens in a form satisfactory to Terremark,
which provides for a General Release upon full payment Subcontractor shall
furnish Terremark with all equipment and material warranties.

         3.10 If at any time there shall be evidence of any lien or claim for
which, if established, Terremark or Owner of said premises might become liable,
and which is chargeable to the Subcontractor and/or when damage shall be caused
by this Subcontractor to other work, Terremark shall have the right to retain
out of any payment then due, or thereafter to become due, an amount sufficient
to completely indemnify itself and the Owner for any loss or damage, including
legal fees and disbursements, which either may sustain in discharging such lien
or claim.

         3.11 Should there prove to be any such claim after all payments are
made, the Subcontractor shall refund to Terremark all monies that Terremark or



                                       4


the Owner shall pay in discharging such lien on or claim against such premises
and al expenses incurred in connection therewith.

         3.12 No payment made under this contract shall be conclusive evidence
of the performance of this Contract, either wholly or in part, and no payment
including final payment shall be construed as acceptance of defective work or
improper materials, nor shall entrance and use by the Owner constitute
acceptance of the Work hereunder of any part thereof.


ARTICLE IV EXTENSION OF TIME

         4.1 Should the Subcontractor be delayed in the prosecution or
completion of the Work by the act, neglect or default of Terremark or of any
person employed by Terremark upon the Project, or by any damage caused by a
force majeure event or by an event not within Subcontractor's reasonable
control, fire or other casualty or by combined action of the workmen, in no way
caused by or resulting from default or collusion on the part of the
Subcontractor, or any extraordinary conditions arising out of war government
regulations, then the time herein fixed for the completion of the Work shall be
extended for a period of time equivalent to the time lost by reason of any or
all causes aforesaid, which extended period shall be determined and fixed by
Architect, but no such allowance shall be made unless a claim therefore is
presented in writing to Terremark within forty-eight hours of commencement of
such delay. Such extensions of time shall release and discharge Terremark of and
from any claims which the Subcontractor may have on account of any of the
aforesaid causes of delay. Further, in the event of a delay caused by any act or
omission of Terremark or the Owner. Subcontractor shall be entitled to an
adjustment of its contract price to cover the additional cost incurred or labor
material and reasonable overhead and profit.


ARTICLE V FREIGHT CHARGES & SHIPMENTS

         5.1 The Subcontractor in making or ordering shipments shall not consign
nor have consigned materials in the name of Terremark. Terremark shall not make
payments for charges on shipments made by or to Subcontractor except at its
option, in which case the Subcontractor shall reimburse Terremark for such
expense, plus a service charge of twenty-five percent (25%) of the amount so
paid.

         5.2 Terremark shall have the right to designate the carrier or railroad
over which all materials required for the Work shall be shipped provided that
the Subcontractor's cost is not increased thereby.


ARTICLE VI SPECS & GENERAL CONDITIONS

         6.1 The Subcontractor assumes for the portion of the Work covered by
this Contract, all obligations placed upon Terremark in the General Contract,
the Plans, Specifications and General Conditions mentioned in Article I which
Contract, Plans, Specifications and General Conditions are hereby made a part
hereof. These documents are available at all reasonable times at the offices of
Terremark for examination by the Subcontractor.



                                       5


         6.2 The dimensions given on the Plans and in the Specifications are
approximate only and the Subcontractor shall take such measurements as will
insure the proper matching and fitting of the Work covered by this Contract with
contiguous work.

         6.3 The Subcontractor shall prepare and submit to Terremark such shop
drawings as may be required for the complete detailing of the Work. Approval by
Terremark and or the Architect will not relieve the Subcontractor of its
obligation to perform the Work in strict accordance with the Plans and or
Specifications or the proper matching and fitting of the Work with contiguous
work.

         6.4 Should the proper and accurate performance of the Work included in
this Contract depend upon the proper and accurate performance of other work not
included in this Contract, the Subcontractor shall use all necessary means to
discover any defects in such other work and shall report the said defects in
writing to Terremark before proceeding with the Work, and shall allow Terremark
a reasonable time to remedy such defects.


ARTICLE VII INTERPRETATION OF PLANS & SPECS

         7.1 The Work included in this Contract is to be done under the
direction and to the satisfaction of both the Design Build Engineer and
Terremark, and the decision of the said Architect as to the true construction
and meaning of the Plans and Specifications shall be final. Subcontractor will
obtain from Terremark such additional information and Plans as may be prepared
by the Architect to further describe the Work to be performed by the
Subcontractor and the Subcontractor shall conform to and abide by same insofar
as they are consistent with the purpose and intent of the Plans and
Specification referred to in Article I. Terremark shall reserve the right, from
time to time, whether the Work or any part thereof shall or shall not have been
completed to make changes, additions and/or omissions in the Work as it may deem
necessary, upon written order to the Subcontractor. No such changes, however,
shall be made in the Work, except upon written order of Terremark.


ARTICLE VIII CHANGE ORDERS, ADDITIONS & DEDUCTIONS

         8.1 No alterations except as provided in Articles VI and VII hereof
shall be made in the Work covered by this Contract except upon written order of
Terremark, and when so made the value of the Work to be added or omitted shall
be stated in said order, and the amount added to or deducted from the Contract
price. Should the parties hereto be unable to agree as to the value of such work
to be added or omitted, the Subcontractor shall proceed under the written order
of Terremark, from which order the stated value of the work shall be omitted,
and the determination of the value of the Work shall be referred to the
Architect whose decision shall be binding upon both parties hereto. Change
orders must be submitted and approved by Terremark prior to requesting payment
for same. Subcontractor agrees to cooperate to its fullest in pricing any and
all change orders which are requested by the general contractor. It is hereby
understood that change orders are normal part of most projects and it is crucial
to process change orders in a timely fashion. Additionally, the costs of change
orders should be in line with the pricing of the original project. Should the



                                       6


subcontractor not respond in accordance with the above mentioned requisites, the
contractor, at his discretion may proceed and prepare the change order using his
data base for pricing purposes and charge the subcontractor for his time spent
in preparing the change order.

Additionally, the subcontractor will be expected to implement the change order
for the amount that the general contractor has established.

Payment for said change order would be in accordance with all payments as
outlined in this agreement.



ARTICLE IX INSPECTIONS/DEFECTIVE WORK

         9.1 The Subcontractor shall provide sufficient, safe, and proper
facilities at all times, for the inspection of the Work by Terremark, the
Architect or their authorized representatives in the field, at shops, or at any
other place where materials required thereunder are in the course of
preparation, manufacture, treatment, or storage. The Subcontractor shall, within
twenty-four hours after receiving written notice from Terremark to that effect,
proceed to take down all portions of the Work, and remove from the premises all
material, whether worked or unworked, which the Architect or Terremark shall
condemn as unsound or improper, or as in any way failing to conform to the Plans
and Specifications and the Subcontractor at is own cost and expense shall make
good all work damaged or destroyed thereby and replace all materials removed
with proper materials.



ARTICLE X FAILURE TO PROSECUTE

         10.1 Should the Subcontractor at any time refuse or neglect to supply a
sufficiency of skilled workmen or materials of the proper quality and quantity,
or fail in any respect to prosecute the Work with promptness and diligence, or
cause by any action or omission the stoppage or delay of or interference with
the Work of Terremark or of any other subcontractors on the building, or fail in
performance of any of the agreements on its part contained herein, or become
bankrupt or insolvent or go into liquidation either voluntarily or under an
order of a court of competent jurisdiction or make a general assignment for the
benefit of creditors or otherwise acknowledge insolvency, Terremark shall be at
liberty, after 72 hours written notice to the Subcontractor, mailed or delivered
to the last known address of the later, to provide through itself or through
others, any such labor or materials, and to deduct the cost thereof from any
money due to, and thereafter to become due to, the Subcontractor for said Work
and to enter on the premises and take possession, for the purpose of completing
the Work included in this Contract, of all materials, tools, equipment and
appliances thereon, and to employ any other person or persons to finish the
Work, and to provide materials, tools, equipment and appliances thereon, and to
employ any other person or persons to finish the Work, and to provide materials
therefore, the Subcontractor hereby assigns, transfers and sets over unto
Terremark all said materials, tools, equipment and appliances. In case of such
termination of the employment of the Subcontractor, the said Subcontractor shall
not be entitled to receive any further payment under this Contract until said
Work shall be wholly finished, at which time, if the unpaid balance of the
amount to be paid by Terremark to the Subcontractor exceeds the expense incurred



                                       7


by Terremark in finishing the Work, such excess shall be paid by Terremark to
the Subcontractor. The expense incurred by Terremark shall include the cost of
furnishing all materials and labor utilized in of finishing the Work, and any
damages incurred through the default of the Subcontractor.

         10.2 In connection with any litigation or arbitration arising out of
this Agreement, the prevailing party shall be entitled to recover from the other
party said prevailing party's reasonable attorney's fees and costs, including
attorney's fees and costs for any appellate proceedings.



ARTICLE XI LOSS OR DAMAGE TO WORK

         11.1 Terremark shall not be responsible for loss or damage to the Work
included in this Contract, until after final acceptance of the Work by the
Architect and itself nor shall it be responsible for loss or damage to
materials, tools, or appliances of the Subcontractor used or to be used in its
construction however caused.

         11.2 The total value of the property described above as the insurable
hereunder and as shown on the approved monthly requisition provided for in
Article III, plus the total value of similar property delivered during the month
but not included in the aforesaid requisition, as reported by the Subcontractor
to Terremark for insurance purposes only, shall determine the total value of the
Subcontractor's work, materials and equipment to be insured.

         11.3 The maximum liability to the Subcontractor under this insurance
shall be for not more than that proportion of any loss which the last reported
value of the insured property bore to the actual value of said property at the
time of such last report, and in no event for more than the actual loss.

         11.4 In the event of a loss insured hereunder, the Subcontractor shall
be bound by any adjustment which shall be made between Terremark and/or the
Owner and the insurance company or companies. Loss, if any, shall be made
payable to Terremark and/or the Owner, as their interest may appear, for the
account of whom it may concern.



ARTICLE XII CLEANING

         12.1 The Subcontractor shall clean and remove from contiguous work any
dirt which was caused by the execution of the Work included in this Contract and
the Subcontractor shall clean up and remove from the premises all debris caused
by the execution of the Work included in this Contract daily. Should the
Subcontractor fail to remove its debris daily, Terremark will remove it and
charge the cost to the Subcontractor.



ARTICLE XIII LAWS & PERMITS

         13.1 The Subcontractor shall obtain and pay for all necessary permits
and licenses pertaining to the Work and shall comply with all Federal, State and
Municipal Laws, ordinances, rules and regulations and with the requirements of
the Board of Fire Underwriters, whether provided for by the said Plans,
Specifications and General Conditions, or not so provided for, without
additional charge or expenses to Terremark, and shall be responsible for any and




                                       8


all corrections of any violations thereof in the Work included in this Contract.
The Subcontractor shall indemnify and save harmless Terremark from any and all
loss, expense, damage or injury caused or occasioned directly or indirectly by
its failure to comply with the provisions of the said laws, ordinances, rules
regulations and requirements, and shall at any time upon final demand, furnish
to Terremark an affidavit showing such compliance on its part. Subcontractor
shall have all construction documents related to the work signed and sealed by a
Licensed Florida Registered Engineer.



ARTICLE XIV LABOR TO BE EMPLOYED

         14.1 The Subcontractor shall not employ men or means which may cause
strikes, work stoppage or any disturbances by workmen employed by the
Subcontractor, Terremark or other contractors or subcontractors in any Work
which is the subject of this Contract or related to or in connection with the
location hereinbefore mentioned.

The Subcontractor agrees that all disputes as to jurisdiction of trades arising
on the job shall be adjusted in accordance with any plan for the settlement of
jurisdictional disputes which may be in effect either nationally or in the
locality in which the Work is being done, provided that this Agreement shall not
be in violation or conflict with any provisions. In the event of Subcontractor's
breach of the foregoing, Terremark shall be at liberty, after three days written
notice mailed or delivered to the last known address of the Subcontractor, to
terminate this Contract or any part thereof or the employment of the
Subcontractor for the said Work and Terremark may, for the purpose of completing
the Work, enter upon the premises and take possession, in the same manner and
upon the same conditions as are described in Article X.



ARTICLE XV GOVERNMENT TAXES

         15.1 The Subcontractor, for the Contract Price herein provided, hereby
accepts and assumes exclusive liability for, and shall hold Terremark harmless
against the payment of:

                  1.       All contributions, taxes or premiums which may be
                           payable under the Unemployment Insurance Law of any
                           State or under the Federal Social Security Act,
                           measured upon the payroll of employees, by whomsoever
                           employed, engaged in the performance of the Work
                           included in this Contract.

                  2.       All sales, use or other taxes levied or assessed
                           against the Owner, Terremark or the Subcontractor
                           arising out of the Work, including but not limited to
                           taxes on any kind of building materials, supplies or
                           equipment.



ARTICLE XVI PATENTS

         16.1 The Subcontractor hereby agrees to indemnify, protect and hold
harmless Terremark and/or the Owner form loss or damage and to reimburse
Terremark and/or the Owner for any expense, including legal fees and



                                       9


disbursements, to which Terremark and/or the Owner may be put because of
litigation on account of infringement or alleged infringement of any letters
patent or patent rights by reason of the Work or materials used by the
Subcontractor. However, this provision shall not apply to items specifically
required by this Agreement, the Contract Documents, the Owner or Terremark.



ARTICLE XVII ASSIGNMENT OR TRANSFER

         17.1 Neither this Contract nor the monies to become due hereunder shall
be assignable without the consent of Terremark and any assignment without such
consent in writing shall vest no right of action in the assignee against
Terremark. Subcontract shall not sublet the whole or any part of this
Subcontract without prior written Consent from Terremark.



ARTICLE XVIII TERMINATION OF CONTRACT

         18.1 Terremark shall have the right at any time to cancel this Contract
and require the Subcontractor to cease work thereon, in which case Terremark
shall indemnify the Subcontractor against any damages directly resulting from
such cancellation, except that the Subcontractor shall not entitled to
prospective profits on work unperformed and/or material unfurnished.



ARTICLE XIX GUARANTEE

         19.1 Unless a longer period is provided in the Specifications, or
General Conditions, the Subcontractor shall repair at its own expense and at the
convenience of the Owner immediately, any defect in workmanship or materials
discovered within one year from the date of the acceptance of the Work included
in this Contract.

         19.2 The Subcontractor hereby guarantees the Work to the full extent of
the provisions of the Plans, Specifications and General Conditions.

         19.3 In any event the Subcontractor shall pay for all damage to the
building resulting from defects in the Work and all expenses necessary to
remove, replace and/or repair the Work and any other work which may be damaged
in removing or repairing the Work.

         19.4 Notwithstanding anything in this Agreement to the contrary, the
warranties set forth herein are exclusive, and Subcontractor expressly disclaims
all other warranties, whether written or implied or statutory. including but not
limited to, any warranties of merchantability and fitness for a particular
purpose, with respect to the equipment and materials provided hereunder.
Subcontractor shall not be liable for any special, indirect, incidental or
consequential damages arising from, or relating to this limited warranty or its
breach.



                                       10


ARTICLE XX ACCIDENT PREVENTION

         20.1 The Subcontractor agrees that the prevention of accidents to
workmen engaged in the Work under this Agreement is the responsibility of the
Subcontractor. The Subcontractor agrees to comply with all laws, regulations and
codes concerning safety standards established during the progress of the Work
which Terremark deems unsafe until corrective measures, satisfactory to
Terremark, have been taken, and further agrees to make no claim for damages
growing out of such stoppages. Should the Subcontractor neglect to adopt such
corrective measures, Terremark may perform them and deduct the cost from
payments due or to become due the Subcontractor. Failure on the part of
Terremark to stop unsafe practices shall in no way, relieve the Subcontractor of
its responsibility.

         20.2 Subcontractor will take all measures necessary to protect all of
their work and/or that work either stored or installed by another trade whether
adjacent or not to subcontractor's work, from any damages which may occur,
whether incidental or not. Should subcontractor damage or cause damage to any
such work, it shall be held responsible under this agreement.



ARTICLE XXI LIABILITY FOR DAMAGE & PERSONAL INJURY

         21.1 Subcontractor agrees to indemnity and hold harmless Terremark and
its agents against claims, damages, bodily injury, or property damage arising
out of the Subcontractor's work and to the extent caused by any negligent act or
omission of the Subcontractor, its a cents. and its employees. Notwithstanding
the foregoing, Subcontractor shall not be liable for loss of use of services, or
existing property, loss of profits, loss of product or business interruption any
special, indirect, incidental, liquidated or consequential damages arising from,
or relating to Subcontractor's breach thereof.



ARTICLE XXII BOND

         22.1 If required the Subcontractor shall furnish Terremark a payment
and performance bond in the amount of $ N/A guaranteeing the faithful
performance of the provisions of this Contract, the form and contents of such
bond and surety therein satisfactory to Terremark. The said parties for
themselves, their heirs, executors, administrators, successors and assigns, do
hereby agree to the full performance of the covenants herein contained.



ARTICLE XXIII INSURANCE

         23.1 Before commencing the work, the Subcontractor shall procure and
maintain, at is own expense, until completion and final acceptance of the work,
at least the following insurance:

LIABILITY INSURANCE

                  1.       Worker's Compensation and Employer's Liability
                           Insurance in accordance with the laws of the State in
                           which the work is situated and including coverage for
                           Federal Acts where applicable. We request


                                       11


                           $1,000,000.00 or higher coverage on any hazardous
                           operations (such as cranes etc.)

                  2.       Contractor's Public Liability Insurance (including
                           Contractors' Protective Liability Insurance if the
                           Subcontractor sublets to another any portion of the
                           work under this Contract) and automobile Liability
                           with the following minimum coverage (indicated by the
                           X on the appropriate line) and limits schedule
                           herein:



- ---------------------------------------------- -----------------------------------------------------------------------
TYPE OF INSURANCE                              LIMITS OF LIABILITY IN THOUSANDS
- ---------------------------------------------- -----------------------------------------------------------------------

           GENERAL LIABILITY                   EACH OCCURRENCE                                            AGGREGATE
           -----------------                   ---------------                                            ---------
                                                                                                
o        Comprehensive Form                    Bodily Injury                     $500,000.00             $500,000.00
o        Premises--Operations
o        Explosion & Collapse Hazard           Property Damage                   $500,000.00             $500,000.00
o        Underground Hazard

o        Products/Completed Operation          Bodily Injury &                   $500,000.00             $500,000.00
         Hazard                                Property Damage
o        Contractual Insurance                 Combined
o        Broad Form Property Damage
o        Independent Contractors

o        Personal Injury                       PERSONAL INJURY
                                               Bodily Injury
                                               (each person)                     $500,000.00             $500,000.00
AUTOMOBILE LIABILITY
o        Comprehensive Form
o        Owned                                 Bodily Injury(each
                                               occurrence)                       $500,000.00             $500,000.00
o        Hired
o        Non-Owned                             Property Damage                   $500,000.00
                                               Bodily Injury &
                                               Property
ERROR & OMISSIONS                              $5,000,000.00


Before commencing the work, the Subcontractor shall furnish a certificate from
all insurance carriers showing the above insurance is in force, stating policy
numbers, dates of expiration, and limits of liability thereunder, and further
providing that the insurance will not be cancelled or changed prior to at least
(30) days after written notice of such cancellation or change has been mailed to
Terremark.

         If the Subcontractor fails to procure and maintain such Insurance
Terremark shall have the right to procure and maintain the said insurance for



                                       12


and in the name of the Subcontractor and the Subcontractor shall pay the cost
thereof and shall furnish all necessary information to make effective and
maintain such insurance.



ARTICLE XXIV          LITIGATION & ATTORNEY'S FEES

         Unless otherwise specified in this contract, any disputes arising out
of or as a result of this contract will be governed by the laws of the State of
Florida. The prevailing party in any litigation arising out of or as a result of
this contract is entitled to be paid for all reasonable attorney's fees and
court costs by the losing party.

IN WITNESS WHEREOF the parties of these presents have hereto set their hand and
seals, as of the day and year first above written. You will please return a
fully executed copy of this Contract for our records.

Signed in the presence of:             TERREMARK TECHNOLOGY CONTRACTORS INC.


[ILLEGIBLE]                            By:  [ILLEGIBLE]
- --------------------------------           ------------------------------------
                                       Title:  Senior Vice President
                                       Date: 2-22-2001


                                  SUBCONTRACTOR
                                  KINETIC SYSTEMS, INC.

Signed in the presence of:             PRINT: Michael R. Cables
                                              ---------------------------------
                                       BY:       /s/ Michael R. Cables
                                                 ------------------------------
[ILLEGIBLE]                            TITLE: Senior Vice President
- --------------------------------              ---------------------------------
                                       DATE:     2-19-2001
                                            -----------------------------------



                                       13



                                   EXHIBIT "C"
                AFFIDAVIT OF SUBCONTRACTOR, VENDORS AND SUPPLIERS

I (Name, Title And Company Name)______________________________________________
Located at ( Address)__________________________________________________________
hereby certify that, under and by virtue of the Contractor/Subcontractor
agreement dated the _______day of____, 2001, between (Company) Kinetic Systems,
Inc. and TERREMARK TECHNOLOGY CONTRACTORS INC. on the building project known as:

(Project Name) NAP OF THE AMERICAS, INC. the following list of subcontractors,
material men, vendors and suppliers is the complete and accurate list of those
entities or individuals that will be providing goodies or services by or through
my company, for the aforementioned project.

Respectfully submitted this ______ day of _________,200__.

By: ____________________________
         Name and Title

Sworn to and subscribed before me at __________________________________________
Florida, County of ______________ this __________day of _________, 200 ________

My Commission Expires:

                                                 ------------------------------
                                                 Notary Public
                                                 State of Florida at Large


- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
          NAME                   ADDRESS                 PHONE             TYPE OF MATERIAL            AMOUNT
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                                        

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- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------







                                   EXHIBIT "D"
                        SUBCONTRACTOR'S PAYMENT AFFIDAVIT

STATE OF FLORIDA
                                    SS:
COUNTY OF

Before me, (Name and Title),
____________________________________________________, the undersigned authority,
personally appeared, who after being duly sworn, deposes and says:

He/She is the (Job Title) _____________________ of (Company) __________________
hereinafter call " Subcontractor"

As much, he is familiar with the transactions and occurrences between him and
his suppliers for materials, labor and services provided for construction at
(Project)

This affidavit is given to induce payment from the Contractor to the
Subcontractor.

LIENOR has paid all laborers, materialmen, subcontractors, suppliers, vendors
and all other potential lienors of any kind in full for labor, services and
materials furnished and performed at the request of LIENOR for the above
mentioned construction except the following:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


Dated this ______day of ____________,200__

By: ___________________________________
          Name and Job Title.

Sworn to and subscribed before me at ______________________________ Florida,
County of ___________________________________ this ______________day of
____________, 200__

My Commission Expires:
                                                    ---------------------------
                                                    Notary Public
                                                    State of Florida at Large





                                   EXHIBIT "E"
                                START WORK ORDER

         This Start Work Order when properly executed constitutes an integral
part of this Contract and authorizes work to begin on the building listed below.
The total contract and addenda's are in force on the individual building/project
shown below:

You are hereby authorized to commence work, under the Contractor/Subcontractor
agreement dated the ______day of -between (Company Name) KINETIC SYSTEMS,
INC.___ and TERREMARK TECHNOLOGY CONTRACTORS INC. on the following building
project.

NAP Of the Americas, Inc.                Amount: $ 4,237,000.00
- -----------------------------------
Project Name
                                         TERREMARK TECHNOLOGY CONTRACTORS INC.

                                         BY:
                                            ----------------------------------


                                         -------------------------------------
                                         (Company Name)


                                         BY:
                                            ----------------------------------
                                                   (Name and Title)





                                   EXHIBIT "F"
                                SUBSTRATE LETTER

DATE:

TO:      KINETIC SYSTEMS, INC.
         ---------------------
         (Company Name)

REF.:    NAP of the Americas. Inc.
         (Project Name)

Gentlemen:

         In order to eliminate the possibility of substandard work by you, we
are advising you to examine all substrate conditions prior to the starting and
continuing of your work. Particular attention should be paid to the plumb and
level of surfaces the accuracy of openings, and proper surface finishes.

         If you start and continue your work, we will consider this as your
acceptance of substrate conditions, and will expect your work to be done in a
proper and workmanlike manner.

TERREMARK TECHNOLOGY CONTRACTORS INC.





                                   EXHIBIT "G"
                      TO CONTRACTOR/SUBCONTRACTOR AGREEMENT

SUBCONTRACTOR SHALL SUBMIT THE FOLLOWING:

1.       CERTIFICATE OF INSURANCE

         Subcontractor's Certificate of Insurance showing proper coverage
         (liability and workmen's compensation) showing TERREMARK TECHNOLOGY
         CONTRACTORS INC. as ADDITIONAL INSURED FOR LIABILITY on said project,
         and our project name must be furnished in the name of TERREMARK
         TECHNOLOGY CONTRACTORS INC., at the time of signing contract with
         Terremark.

2.       SCHEDULE OF VALUES

         Subcontractor must furnish with the execution of contract with
         Terremark, a schedule of values, (Exhibit "B") acceptable to Terremark,
         showing a complete breakdown of all aspects of the scope of work
         covered under your contract with Terremark with dollar amounts.

3.       AFFIDAVIT

         Subcontractor must submit Affidavit of Subcontractors vendors and/or
         Suppliers (Exhibit "C"). This affidavit must be completed, notarized
         and returned to Terremark's office before first requisition or billing.

4.       BUILDER'S RISK INSURANCE

         The Owner will provide the required Builder's Risk Coverage and
         Subcontractor is responsible for any and all deductibles for this
         coverage on a per occurrence basis.

5.       SUBCONTRACTOR INVOICING

         All draw requisitions are to be submitted by the 25"' day of each month
         and delivered to the Contractor's main office. Any draw requisitions
         received after the 10"' day of the month will not be processed for that
         months draw.

         Prior to the Subcontractor making out the draw request, the
         Subcontractor is required to discuss with the Contractor's Project
         Manager percentage of completion and projected percentage of
         completion.

         All draw requisitions must be filled out and signed on Contractor's
         draw request form (Exhibit "A") Prior to any payments, subcontractor
         shall submit:

         1.       A fully executed release of lien, current through last day of
                  requested payment period.

         2.       ALL releases of lien for "outside" materials, and labor, fully
                  executed and current through last day of requested payment
                  period.

         3.       Fully executed affidavit (Exhibit "D")

         4.       Updated schedule of values (Exhibit "B")




6.       SPECIAL REQUIREMENTS

         Subcontractor will not allow himself or anyone of his employees to
         bring on the job site any form of drugs or alcohol or come on to the
         site under the influence of drugs or alcohol. If a Subcontractor or
         anyone of its employees violates this clause a $ 500.00 fine will be
         imposed per incident and deducted from the Contract amount. And/or at
         the Contractor or Contractor's representatives option, the person or
         persons violating this clause will be ejected from the job site.

7.       JOB MEETINGS

         Subcontractor shall make himself or his on-site Project Superintendent
         readily available Monday-Friday, 7:00 am -- 3:30 pm excluding all
         holidays, for the purpose of:

         a.       Periodic project meetings. NOTE: At this times, there may be
                  multi-trade inspection/meetings.

         b.       Inspecting Subcontractors scope of work.

         c.       Coordinating the Work with the work of all other trades.

         If the Subcontractor violates this clause, a $ 200.00 fine will be
         imposed per incident and deducted from the Contract amount.

         Work is to be done in accordance with SFBC, OSHA, Safety and Health
         Standards (2207-1985), and all latest revisions and addenda's by OSHA,
         also any or all governing authorities / regulations. Any cost to do so
         to be paid by Subcontractor.

8.       ONSITE MOBILIZATION

         Site construction or storage trailer to be approved by Terremark.

9.       NOTICE TO OWNER

         Any notice to Owner received shall be handled in one of the following
         manners:

         a.       A joint check shall be issued to Subcontractor and noticing
                  material or labor supplier

         b.       At time of issuance of check, noticer must supply release of
                  lien.

10.      PAYMENT SCHEDULE

         Payment shall be made as detailed on the contract Documents. The
         schedule is for informational purposes only and "Start Work Order"
         issued, SEE EXHIBIT "E", is the ultimate controlling instrument to
         complete the Contract Documents.

11.      ADDITIONAL WORK BY SUBCONTRACTOR

         a.       Subcontractor shall supply at his own cost, if required,
                  temporary power, lighting and water.

         b.       Back fill of all disturbed earth by Subcontractor must be
                  restored to original condition.


                                       2



         c.       All material and equipment supplied by Subcontractor must be
                  previously approved by Contractor before usage.

         d.       Materials and equipment shall be kept in a clean and orderly
                  condition at all times while the job is in progress.

         e.       Subcontractor shall supply and install all "backing" needed to
                  perform his scope of work.

12.      ORAL MODIFICATION

         Of agreement of the Contract Documents shall no force or effect.

13.      INSPECTIONS

         It shall be the duty of the Subcontractor to arrange for any
         inspections necessary for the scope of work with the Local Building
         Department and to have an authorized representative of such
         Subcontractor at the jobsite at time set for such inspections, have the
         equipment required for the inspector to perform such inspections and to
         notify the General Contractor of the date and time of said inspections.

14.      LATE DELIVERY DAMAGES

         In the event Subcontractor does not deliver materials in a timely
         fashion pursuant to Terremark's schedule, subcontractor will be
         assessed liquidated damages for construction delays as a result of
         Subcontractor's failure to adhere to Terremark's schedule provided to
         Subcontractor.

15.      LISTS OF PLANS

         SEE EXHIBIT J

         I HEREBY CERTIFY that I have been furnished a copy of the whole plans
         and specifications in their entirety for my review.

         FURTHER, I HEREBY CERTIFY that I have read the said Specifications
         and/or Plans, understand them and will incorporate the requirements
         therein contained into the scope of work outlined in this contract.

         FURTHER, I HEREBY CERTIFY that I have visited the site at which the
         work will be performed and familiarized myself with all conditions that
         could in any way affect the performance of the work included in this
         contract.

         Addenda (if any) accepted by _______________ by:_____________________
                                       Company Name




                                       3



                                   EXHIBIT "H"

THE CONTRACTOR MAY NOT ASSIGN ITS RIGHTS UNDER THIS CONTRACT

1.       CHANGE ORDERS.

         (a)      No changes in the Work shall be made by the Contractor except
                  pursuant to written change order. With each request for a
                  change order, the Contractor will submit worksheets and
                  detailed breakdowns showing the number of units and unit
                  costs. Change orders will not result in additional time or an
                  extension of time unless (i) the change order specifies the
                  amount of the extension of time with detailed backup and (ii)
                  the change order affects the construction schedule and: (iii)
                  the Owner accepts the request for Change Order in writing.

         (b)      Any claims for "extra work" performed by the Contractor must
                  be evidenced by prior written approval from the Owner and the
                  Architect. The Owner shall not be responsible for the payment
                  of any "extra work" performed by the Contractor where said
                  prior written approval has not been obtained or in the event
                  said additional work is requested by the respective tenants of
                  the site under construction. Any additional work to be
                  performed at the request of the tenants will require the
                  approval of the Owner and shall be treated either as a Change
                  Order or, with the Owner's approval, by separate agreement
                  with the tenant.

2.       All testing services required by the Work or in the Bid Documents shall
         be by the Owner. Contractor shall be responsible for coordination,
         ordering, and timing of required testing services. Contractor shall be
         responsible for the cost of any additional tests or re-testing
         resulting from mistakes or deficiencies in the Contractor's Work.

3.       OWNER'S REPRESENTATIVES. One or more representatives of the Owner shall
         be allowed but not required to be on the site at all times, although
         this shall not release the Contractor of any of its responsibilities.

4.       OVERTIME WORK. If, in order to expedite completion on the Work, the
         Owner, for reasons other than default by the Contractor, requires the
         Contractor to work overtime, the Contractor agrees to work such
         overtime and the Owner shall pay the Contractor therefore only the
         Contractor's extra labor cost over the rate for regular time during the
         period of such overtime, including additional insurance and taxes
         incurred by the Contractor with respect thereto plus the Contractor's
         fee and lost efficiency costs if overtime becomes continual. Time slips
         covering such overtime must be submitted to the Owner for approval.
         However, if the Contractor has delayed the progress of the Work, as
         evidenced by a failure to comply with the critical path schedule agreed
         to by the parties, then the Contractor, if requested by the Owner or
         the Architect, shall employ such overtime labor as shall insure that
         the Work will be completed in accordance with Contract Article 3 and as
         may be necessary to keep abreast of the general progress of such other
         job site work, and in either such event the cost of such overtime shall
         be done entirely by the Contractor and there shall be no Contractor fee
         associated therewith.





5.       WARRANTIES. All guarantees and warranties of material and workmanship
         in favor of the Contractor shall be assigned to the Owner on or before
         completion of the Work. The Work shall not be considered complete
         unless and until at Work requiring inspection by governmental
         authorities has been duly inspected and given final, unconditional
         approvals by such authorities and by the applicable board of fire
         underwriters. If the Certificate of Substantial Completion indicates
         that certain portions of the Work is substantially completed, there
         shall be retained from the final payment 100% of the estimate of the
         cost of the Work to be completed, as reasonably assessed by the
         Architect; such retainage shall be payable upon the Architect's
         certificate that all such uncompleted work has been completed.
         Contractor and its subcontractors must warranty all work for no less
         than one year from date of Substantial Completion. Warranties for all
         HVAC equipment must be for a period of no less than five (5) years on
         parts, five (5) years on labor or greater based on Manufacturers
         Warranty. Warranties for all roofing system and materials must cover a
         period of no less than ten (10) years. Should the Owner decide to sell
         the property all warranties must be transferable/assignable for the
         duration of the warranty period. Contractor shall provide two (2)
         copies of all warranties at the time of Substantial Completion.

6.       NOTICES. For all purposes of the Contract, the addresses of the parties
         shall be as follows (until changed by written notice given in
         accordance herewith):

Contractor:                   Terremark Technology Contractors, Inc.
                              6348 Manor Lane
                              Miami, Florida 33143
                              Tel: (305)662-1973
                              Fax: (305)665-3018
                              Vinson P. Richter-- Senior Vice President

Owner:                        NAP of the Americas
                              2601 S. Bayshore Drive, 9th Floor
                              Coconut Grove, Florida 33133
                              Tel: (305)856-3200
                              Fax: (305)856-8190
                              Greg Lopez


Notices, consents, approvals and other communications shall be effective only if
given by registered or certified mail, return receipt requested, overnight
delivery, hand delivery or facsimile. All correspondence from the Contractor to
the Architect, and from the Architect to the Contractor shall be simultaneously
copied to the Owner.

7.       LIQUIDATED DAMAGES. The Contractor acknowledges that (a) its agreement
         to commence and complete the Work in accordance with Article (2) of the
         Contract for Construction is a material inducement for the Owner to
         enter into Contract, and (b) if the Work is not completed in accordance
         with said Article, the Owner will thereby suffer substantial monetary
         loss. The Contractor will be allowed a ten (10) day grace period beyond
         the Contract Time prior to commencement of Liquidated Damages. The
         Contractor thus agrees that if Substantial Completion (as defined in
         Article 41 of this addendum) shall not be obtained within 180 days from


                                       2



         the date of Commencement hereof; the Contractor shall daily pay to the
         Owner the sum of $1,000.00 for each full or partial day beyond the 180
         days after the Date of Commencement (subject to delays for force
         majeure, or time extensions pursuant to the Contract Documents) in
         which Substantial Completion has not occurred. Any sums required to be
         paid to the Owner pursuant to this Article may, at the Owner's option,
         be deducted from any payment otherwise required to be made to the
         Contractor. It is specifically acknowledged and agreed that the
         provisions of this Article do not constitute a penalty but are, rather,
         intended to compensate the Owner for the monetary loss which it will
         suffer if the Work is not completed as and when required by Article 2
         of the Contract for Construction (AlA A 107-1997 (Revised)).

8.       JURISDICTION: VENUE: LAWS: The Contract shall be deemed to have been
         made in the State of Florida and shall be construed in accordance with
         the laws of the state. All actions or proceedings relating, directly or
         indirectly, to the Contract shall be instituted and conducted only in
         Dade County, Florida. The Contractor hereby submits to the jurisdiction
         of any state or federal court located within such county.

9.       COMPLIANCE WITH LAWS. The Contractor agrees to perform the Work in
         accordance with all applicable governmental requirements.

10.      CORRECTIVE WORK. Following substantial completion of the Work, any
         corrective Work done by or for the Contractor shall be performed at
         times other than the regular business hours of the Owner and the
         Owner's tenants unless agreed to by Owner or Owner's tenant.

11.      SUBCONTRACTS: Contractor shall furnish to Owner a list of the
         substantial subcontractors and their qualifications, and Owner shall
         have a right of reasonable approval of such subcontractors. In the
         event Owner vetoes any subcontractor, if the replacement
         subcontractor's bid is higher, the difference will be added to the
         Contract Sum.

12.      ATTORNEYS' FEES. In the event of any litigation or arbitration between
         the Owner and the Contractor concerning the enforcement of any of the
         terms or conditions of the Contract Documents, the prevailing party
         shall be entitled to recover from the other party all costs and
         reasonable attorneys' and legal assistants' fees incurred in regard
         thereto, through all (if any) appeals and in bankruptcy.

13.      CHANGE ORDERS.

         (a)      CONTRACTOR'S FEE. For change orders resulting from scope
                  changes directed and ordered by the Owner, the Contractor will
                  be entitled to the following fee structure:

                        Work performed be Contractor 15%

         Work performed by subcontractors exclusive of mechanical work 5%

         Work performed by mechanical trades 5%



                                       3



         (b)      SUBCONTRACTOR MARKUP. The maximum subcontractor markup for
                  change and profit, is as follows.

                  8% For their work

                  8% For any other work, materials and supplies

14.      COMPLIANCE WITH PLANS. After final Drawings and Specifications are
         completed and building permits issued, the Contractor will build the
         Project in accordance with the Drawings and Specifications.
         Notwithstanding anything to the contrary in the Contract Documents, any
         gaps in the Drawings and Specifications or matters which were not shown
         on the Drawings and Specifications, which Contractor knew were
         necessary to complete the Project, shall not be the subject of a change
         order and shall not increase the Contract Sum unless same were the
         result of additions to the Drawings and Specifications require to
         obtain building permits or governmental approval of the Project.

15.      TITLE TO EQUIPMENT MACHINERY. Title to all equipment and materials
         shall pass to Owner upon payment therefor, and Contractor shall prepare
         and execute all documents necessary to effect and perfect such transfer
         of title.

16.      OWNER WITHHOLDING PAYMENTS. In addition to the Owner's right to
         withhold from payments as provided in the Contract Documents, Owner
         shall be entitled to withhold a reasonable amount from payments to
         protect its interests hereunder if any one or more of the following
         conditions exits.

         (a)      Contractor is in default of any of its obligations hereunder
                  or otherwise is in default under any of the Contract Document;
                  or

         (b)      Any part of such payment is attributable to Work which is
                  defective or not performed in accordance with the Drawings and
                  Specifications; provided, however, such payment shall be made
                  as to the part thereof attribute to Work is performed in
                  accordance with the Drawing and Specifications and is not
                  defective.




                                       4



                                    EXHIBIT A





January 4, 2001

Edward Jacobsen
Terremark
2601 S. Bayshore Drive, 9th Floor
Coconut Grove, Fl. 33133

Reference:                   Nap of the Americas-- Data Center Miami, Florida
                             HVAC, GMP#3
                             120,300 ft(2) 2nd Floor
                             Shell Plans dated 12i7/00 for permit
                             Design criteria 10/30/00
Dear Ed:

We are pleased to provide a Design/Build Proposal for the project referenced
above. Our Proposal includes all labor, materials, equipment, supervision and
permits associated with the HVAC Scope of Work for the tenant improvement work
at the 2nd Floor. Based on 60-watts/sq. ft. Heat Load.

OUR PROPOSAL SPECIFICALLY INCLUDES:

1.       (45) 40 Ton computer room AHU units with seismic stands

2.       NEBB Certified Air Balance Air[Water far TI work by KMS

3.       Start-up, One Year Warranty, system commissioning by RMS

4.       Vibration Isolation-- 2"

5.       Insulation Pipe/Duct

6.       Ductwork per SMACNA standards for make up air

7.       Containment trays for units/pipe

8.       Dampers -- Fire/Smoke at Shafts -- No Wiring

9.       5 Year Warranty on Parts/Labor

10.      Rigging

11.      Generator Exhaust

12.      Engineering Drawings for HVAC/Plumbing

13.      (4) 400 Ton air cooled chillers at roof

                                       1

                                    EXHIBIT A

14.      Chilled Water Piping Type L under 2' welded sch 10304 SS over 3"

15.      Ventilation as required by Title 24 for TI space

16.      Condensate Piping to receptors by shell contractor

17.      Smoke Detectors--AC UNITS and FD/SD ONLY, no wiring, no alarms, etc.

18.      Leak detection for HVAC

19.      Make up water for humidifiers

20.      (5) CHWP's at roof on skids

21.      10" Chilled Water Risers

22.      DUG Controls Andover or Robert Shaw or equal

23.      Rooftop cooling tar back up system 1,600 tons (see item `14)

24.      Field supervision project management

25.      Louvers for TI work

26.      Grills, diffusers, heat pumps for common 2nd Floor area.

EXCLUSIONS:

1.       Overtime

2.       Electrical and Starters except when provided as a part of the packaged
         equipment

3.       Paint

4.       Lighting Controls

5.       Framing

6.       Temporary Services (power, water, lights, exhaust, heating, cooling)

7.       Roof Screens

8.       Structural Calculations or Work

9.       Liquidated Damages, Consequential damages

10.      Fire Alarm Wiring (Smoke Detectors for Remote FD/SD!AIl FD/SD Wiring)

11.      Roofing, Cut/Patch

                                       2

                                    EXHIBIT A

12.      Sleepers

13.      Leveling of curbs, sheet rock lining at bottom of curb

14.      Concrete work

15.      Fire Sprinklers, all fire protection, pre action systems etc.

16.      Restroom Cores, plumbing, HVAC

17.      Use Fees

18.      Debris Boxes

19.      CO Detection System

20.      Parking Fees for Staff

21.      Storm Systems, Site Work

22.      Gas/Water Meters

23.      Freight Elevator! Use Fees

24.      Filter Changes

25.      Shell HVAC/Plumbing

26.      Diesel Fuel oil system

27.      Garage exhaust

28.      Perf. panels at raised floor

29.      30" Chilled water to building by FPL

30.      HX and piping by FPL

31.      Disposal or remediation of hazardous materials

Based on the aforementioned we offer the GMP Pricing

Al.HVAC FOR THE SUM OF (incl. 100K design fee) $4,324,000.00
A2.Add for Bond Fee                                                        .8%
Schedule: Design 11/1-12/1 for permits
Construction: Start 1/2/01-6/15/01
A3.Lease option for major mechanical equipment
(Alt Proposal) outside of KSI Contract
A4.Deduct for 12" carbon steel CHW mains                            ($87,000.00)



                                       3


                                    EXHIBIT A


AS.Overtime allowance recommended at                            $100,000.00 and
Terms:   Net 30, 10% Retention.
         Quote Valid for 60 days.

ATTACHMENTS:

Fee Schedule

Please feel tree to give me a call should you have any questions, I can be
reached at (650) 675-6182, Fax (650) 615-5186.

Sincerely,

Craig Kirk
VP Operations
Northern California
cc: Job file



                                       4


                                    EXHIBIT A

                             [TERREMARK LETTERHEAD]

Saturday, November 15, 2000
Mr. Craig Kirk
Kinetics Mechanical Service
2805 Mission College
Santa Clara, CA 95054

         RE:      APPROVAL LETTER NO. AL-002 REV X 2
                  TerreNAP

Dear Mr. Kirk,

We are pleased to inform you that we intend on awarding a subcontract agreement
to Kinetics for the HVAC Design/Build scope and the plumbing design only on the
project. The value of this subcontract is:

- -        Design fee for the HVAC and plumbing of one hundred thousand dollars
         ($100,000.00). Signed and sealed permit plans to be provided in
         accordance with the attached schedule.

- -        "Not to exceed" GMP cost for the HVAC scope of the work is four million
         five hundred seventy-three thousand eight hundred thirty-eight dollars.

Attached please find the following exhibits:

- -        Proposal from Kinetics "Exhibit A" dated 10/30/00 with Revised GMP Cost
         Analysis dated 11-3-00

- -        Scope of work "Exhibit B"

- -        Project schedule labeled "Exhibit C

- -        Sample union labor rates from Local 725 Miami "Exhibit D"

Additional Terms and Conditions:

- -        Kinetics to provide a detailed line item breakdown, with multiple bids
         from all sub-subcontractors and supply men for non self-performed work,
         of all costs associated with the project for the purpose of determining
         the GMP, on or before 21 days from issuance of ______________ plans

- -        Upon acceptance of the GMP by the owner, any savings will inure 75% to
         the owner and 25% to subcontractor



                                       5


- -        All payments are to be net 45 days with no penalty or interest until
         the 60th day.

- - Any and all overtime and premiums required to meet the project schedule is
included.

- - Permit plans are required by November 30, 2000.

- -        Project completion is to be achieved on or before June 30, 2000 with a
         penalty/incentive clause to be agreed upon within 21 days.

- -        No binding contract will exist or be inferred until a complete written
         agreement has been negotiated and executed (__________________________)
         except that we understand Kinetics will begin design work based upon
         this letter and we agree to pay for all such work as stated above.




                                       6



                                    EXHIBIT A


October 30, 2000

Edward Jacobsen
Terremark
2601 S. Bayshore Drive, 9th Floor
Coconut Grove, FL 33133

         Re:      Nap of the Americas -- Data Center Miami, Florida
                  HVAC -- Budget 1
                  120,000 ft2 2nd Floor
                  Shell Plans dated 7/31/00 permit
                  Design criteria 10/30/00

Dear Ed:

We are pleased to provide a Design/Build Proposal for the project referenced
above. Our Proposal includes all labor, materials, equipment, supervision and
permits associated with the HVAC Scope of Work for the tenant improvements work
at the 2nd Floor. Based on 60-watts/sq. ft. Heat Load.

OUR PROPOSAL SPECIFICALLY INCLUDES:

1.       (65) 26 Ton computer room units with seismic stands

2.       NEBB Certified Air Balance Air/Water for TI work

3.       Start-up, One Year Warranty, system commissioning

4.       Vibration Isolation

5.       Insulation Pipe/Duet

6.       Ductwork per SMACNA standards for make up air

7.       Containment trays for units/pipe

8.       Dampers -- Fire/Smoke at Shafts -- No Wiring

9.       1 Year Warranty on Parts/Labor

10.      Rigging

11.      Generator Exhaust

12.      Engineering Drawings for HVAC/Plumbing

13.      (4) 400 Ton air cooled chillers at roof

14.      Chilled Water Piping Type L under 2" welded sch 10304 SS over 3"

                                       7

                                    EXHIBIT A

15.      ventilation as required by Title 24 for T space

16.      Condensate Piping to receptors by shell contractor

17.      Smoke Detectors-- AC UNITS and FD/SD ONLY, no wiring, no alarms, etc.

18.      Leak detection for HVAC.




                                       8



                                    EXHIBIT A


                                  COST ANALYSIS
                                November 3, 2000

I.       MONTY'S--DATA (10-15 Sites)

         a.       Average Mechanical                   =    $73/sq.ft. (Tier 1)
                  Seattle, San Jose, Phoenix, Texas

         b.       Miami                                =    Tier 2 city
                  Approximately 10% less from Tier 1   =    .9 x $473/sq. ft.
                                                       =    $65-66/sq.ft

         c.       120,310 sq. ft. @ $65                =    $7.8 mil

II.      COMPARISON FROM THERMAL/GREG-- GROSS CHECK

         a.       4200/tons 1600 tons                  =    $6.7 mil
         b.       Add stainless steel pipe             =    250k
         c.       Engineering                          =    100k
         d.       CM of HVAC                           =    50k
         e.       KSI union vs. non-union              =    670k
         f.       KSI site staff/supervision           =    200k

- -------------------------------------------------------------------------------

         Total                                         =    $7.9 mil

III.     KSI-PROPOSES

         a.       8 million GMP (based on fees and labor rates) 15%

         b.       all savings to Terremark Worldwide Inc.

         c.       Lease option (approximately 2.5 million)



                                       9

                    SAFETY GUIDE FOR SUBCONTRACTORS EMPLOYEES

Terremark Technology Contractors, Inc.'s commitment to Safety is total.
Management, Supervisors, and the individuals who comprise the work force of the
organization have a primary responsibility to effectively build each Project in
accordance with the Highest Safety and Health Standards.

It is the objective of Terremark Technology Contractors, Inc. to establish and
maintain a Safe, Healthy, Drug Free, Working Environment for ALL EMPLOYEES.

Employees of Subcontractors, Suppliers, and other third parties, while on
Company Property and in the performance of their work, shall comply with all
Safety and Health Regulations established by Local, State and Federal Agencies
and all Safety Rules and Policies established by Terremark Technology
Contractors, Inc. Any such employee found in violation of Safety Rules or
Policies will be removed from Company Property and barred from working on any
Terremark Technology Contractors, Inc. Project.

A.       EACH SUBCONTRACTOR, WHILE WORKING ON THIS PROJECT SHALL APPOINT A
         COMPETENT PERSON. 1926.32(f) Competent Person means one who is capable
         of identifying existing and predicable hazards in the surroundings or
         working conditions which are unsanitary, hazardous, or dangerous to
         employees, and who has authorization to take prompt corrective measures
         to eliminate them.) The Subcontractor will appoint a Safety
         Representative who can be a Superintendent or a Foreman whose safety
         responsibilities shall be as follows:

         1.       Instruct workers under his supervision in Safe Work Practices
                  and Work Methods at the time workers are given Work
                  Assignments.

         2.       Take immediate action to correct Unsafe Practices and/or
                  Conditions when discovered.

         3.       Supply and Enforce the use of Proper Personal Protective
                  Equipment and Suitable Tools for his workers.

         4.       Attend Supervisory Safety Meetings scheduled by Terremark
                  Technology Contractors, Inc.

         5.       Conduct Weekly "Tool Box" Meetings with his workers to:

                  a.       Discuss observed Unsafe Work Practices and
                           conditions.

                  b.       Review the accident experience of his crew and
                           discuss correction of the accident causes.

         6.       Post Terremark Technology Contractors, Inc. Work Rules on
                  Project bulletin board.

         7.       Immediately notify Terremark Technology Contractors, Inc. of
                  any existing hazardous condition(s) that the workers under his
                  supervision may be exposed to that the Subcontractor:



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                  a.       Did not create.

                  b.       Does not have the responsibility or the authority to
                           have the hazard corrected.

                  c.       Does not have the ability to correct or remove the
                           hazard.

         8.       Complete Terremark Technology Contractor's, Inc.
                  Multi-employer Work Site Notice of Hazardous Condition.

B.       FIRST AID AND MEDICAL TREATMENT.

         Subcontractor Shall:

         1.       Designate an employee who has a valid certificate in first
                  aid. training to render first aid at the Job Site.

         2.       Provide a first aid kit to be maintained at each Job Site in a
                  weatherproof container with individual sealed packages for
                  each type of item. The contents of the First Aid Kit shall be
                  checked at least weekly to ensure that the expended items are
                  replaced.

         3.       Provide a vehicle for prompt transportation of an injured
                  employee to a physician or hospital.

         4.       In the event of an accident resulting in an injury:

                  a.       See that prompt First Aid is administered to injured
                           employee(s).

                  b.       Make a complete investigation of the accident to
                           determine the facts necessary to take corrective
                           action to prevent a recurrence.

                  c.       Forward a copy of the Accident Investigation Report
                           to Terremark Technology Contractors, Inc.'s Project
                           Manager which shall to include all State, Insurance
                           and Medical Reports.

The Subcontractors' Safety Representative/Foreman shall review with their
workers the Project "Safety Rules for Employees" prior to commencing Work on the
Project and/or at the time of hire.


                           SAFETY RULES FOR EMPLOYEES

All Employees have a Safety Responsibility to themselves and to the fellow
workers around them. These Safety Rules apply to all employees on all Jobs.
Special additional Rules may be established by your Superintendent or Foreman.

         1.       REPORT UNSAFE CONDITIONS OR UNSAFE ACTS to your Foreman for
                  correction.

2.                REPORT ALL INJURIES REGARDLESS OF HOW SLIGHT TO YOUR FOREMAN.
                  The Superintendent must be notified before any employee sees a
                  doctor concerning a Job related injury except in an extreme
                  emergency.

         3.       HORSEPLAY on the Job is prohibited.



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         4.       HARD HATS shall be worn by EVERYONE on the Job at All times
                  except when otherwise instructed by the Superintendent.

         5.       SAFETY SHOES are encouraged. Sturdy, Heavy-duty Work Shoes are
                  required. Canvas and loafer type shoes are NOT to be worn.

         6.       WORK GLOVES shall be worn when handling rough edge or abrasive
                  material when the work subjects hands to lacerations,
                  puncturing or burns. Other hand protection may be designated
                  by the Job Superintendent or Foreman.

         7.       SAFETY GOGGLES shall be worn when sledging, hammering and
                  sawing on metal or concrete, chipping, welding, burning,
                  cutting, minding, working in dusty places, handling of acids,
                  peening, cleaning walls or other operations where eye injuries
                  may result. (NEVER WATCH WELDING WITHOUT PROPER EYE
                  PROTECTION.)

         8.       Ear Protection in the form of ear muffs or approved ear plugs
                  will be worn on all high-noise level jobs as directed. Cotton
                  or waste will not be used as ear plugs.

         9.       employees working around moving equipment are required to wear
                  safe clothing. Employees are also cautioned about the danger
                  of loose clothing, rings, bracelets and jewelry around moving
                  equipment. SHIRTS ARE TO BE WORN BY ALL EMPLOYEES AT ALL
                  TIMES. Shorts are prohibited.

         10.      USE OF GASOLINE IS PROHIBITED FOR CLEANING equipment or tools
                  or for starting fires. Small quantities of gasoline may be
                  transported only in approved safety containers. Gasoline
                  engines must be shut off when refueling.

         11.      UNSAFE TOOLS, defective or frayed electrical cords and
                  unguarded machinery should be reported to your foreman.

         12.      "NO SMOKING" rules MUST be observed in posted areas.

         13.      TAMPERING with or unauthorized removal of FIRE EXTINGUISHERS
                  from assigned locations is prohibited.

         14.      RIDING OF ANY CONSTRUCTION EQUIPMENT EXCEPT BY OPERATOR or
                  maintenance personnel is prohibited. This includes the
                  material hoists.

         15.      GETTING ON OR OFF A VEHICLE OR EQUIPMENT WHILE IN MOTION IS
                  PROHIBITED.

         16.      The OPERATION OF ANY COMPANY EQUIPMENT WITHOUT PROPER
                  AUTHORIZATION IS PROHIBITED.

         17.      SEAT BELTS shall be worn in all moving vehicles when so
                  equipped.

         18.      Cranes, Backhoes or other EQUIPMENT WITH BOOMS MUST BE
                  OPERATED WITH CAUTION AROUND POWER LINES. Consult your foreman
                  for safe operation procedures.


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         19.      No employee shall operate any machinery, equipment or tool
                  unless he has been properly instructed in its use and is
                  thoroughly familiar with all details of its operation.

         20.      No employee shall work under lifted loads. EQUIPMENT OPERATORS
                  SHALL AVOID CARRYING LOADS OVER EMPLOYEES.

         21.      Defective or unsecured ladders should be reported to your
                  foreman.

         22.      Do not go up or down a ladder without the free use of both
                  hands. If material or tools have to be handled, use a rope to
                  lift or lower them. Always face ladder at the landing. Never
                  use a step ladder as a straight ladder. Never stand on the top
                  step of a step ladder.

         23.      ALL MACHINE GUARDS shall be kept in place while machinery is
                  in operation. Tampering with Machine Guards is prohibited and
                  any removal requires the. prior approval of a responsible
                  supervisor. All Guards are to be promptly replaced after the
                  repair work that necessitated the removal has been completed.

         24.      HAND TOOLS SHALL NOT BE USED FOR ANY OTHER PURPOSE THAN THAT
                  INTENDED. All damaged tools or worn parts should be reported
                  to the Foreman for replacement or repair.

         25.      TOOLS AND OTHER OBJECTS SHOULD NOT BE LEFT ON SCAFFOLDS,
                  LADDERS OR OVERHEAD WORKING SURFACES.

         26.      ELECTRIC POWER OPERATED TOOLS SHALL BE PROPERLY GROUNDED
                  before being put into operation.

         27.      KNOW THE CORRECT WAY TO LIFT HEAVY OBJECTS and get help if
                  needed. (Secure footing, firm grip, back straight, lift with
                  legs.)

         28.      ACETYLENE, OXYGEN OR OTHER GAS CYLINDERS ARE TO BE STORED IN
                  UPRIGHT POSITION, secured by tying or blocking into position.

         29.      NO EMPLOYEE SHALL REMOVE A COVER OR ALTER A TEMPORARY
                  GUARDRAIL, HANDRAIL OR FLOOR OPENING COVER without specific
                  authority.

         30.      EMPLOYEES are not permitted to use or possess any intoxicants
                  or drugs on Company Property or to be under the influence of
                  any intoxicants or drugs while on the job. ANY EMPLOYEE FOUND
                  INTOXICATED OR UNDER THE INFLUENCE OF DRUGS WHILE ON DUTY
                  SHALL BE TERMINATED IMMEDIATELY.

         31.      TOOLS, EQUIPMENT, MACHINERY AND WORK AREAS ARE TO BE
                  MAINTAINED IN A CLEAN AND SAFE MANNER.

         32.      NAILS ARE TO BE IMMEDIATELY REMOVED FROM DISASSEMBLED LUMBER
                  as the lumber is disassembled.



                                    4 of 10


         33.      NO EMPLOYEE SHALL WORK ON SCAFFOLDING HIGHER THAN TEN FEET
                  WITHOUT PROPER GUARD RAILS, TOE BOARDS AND PROPER FLOORING
                  except when proper precautions, such as lifelines with
                  harnesses, barricades, etc., have otherwise been made.
                  Scaffold platforms should be at least forty-eight inches (48")
                  wide when possible. All scaffolding is to be cross braced on
                  both sides at every stage. All scaffold structure and brace
                  members are to be straight and without defects.

         34.      UNSTABLE OBJECTS such as barrels, boxes, loose bricks or
                  concrete blocks SHALL NOT BE USED TO SUPPORT SCAFFOLDING OR
                  PLANKS.

         35.      EXPLOSIVES AND DETONATORS ARE TO BE HANDLED BY AUTHORIZED
                  EMPLOYEES. Special precautions are necessary and only
                  experienced personnel are to be utilized.

         36.      GOOD HOUSEKEEPING practices ARE REQUIRED OF ALL EMPLOYEES.

         37.      COMMON SENSE, HEALTH AND SANITATION RULES MUST BE OBSERVED for
                  the welfare and consideration of other employees.

         38.      GLASS BOTTLES ARE NOT PERMITTED on the job site.

         39.      ALL EMPLOYEES ARE REQUIRED TO REMAIN ON THE SITE DURING
                  WORKING HOURS. No employees are permitted to leave the Site
                  except to pursue company business.

         40.      ANY QUESTIONS REGARDING SAFETY OR SAFETY EQUIPMENT SHOULD BE
                  DIRECTED TO SUPERVISION.

         41.      WILLFUL VIOLATION of these or other Safety Rules of the
                  Project will be CAUSE FOR DISMISSAL.




                                    5 of 10



                     TERREMARK TECHNOLOGY CONTRACTORS. INC.

                                     POLICY
                            ILLEGAL DRUGS, SUBSTANCES
                              AND PROHIBITED ITEMS

To help insure a safe, Healthy, Efficient and Productive working Environment,
Terremark Technology Contractors, Inc., has adopted a policy to prohibit the
use, possession, sale, distribution, concealment and transportation of any
prohibited item and substance on Company Property as defined in the attached
Drug, Alcohol and Other Prohibited items Policy. The Policy enforcement program
involves reasonable searches of all persons, their personal effects, including
vehicles, while working or present on Company Property. These searches may
include the use of scent-trained dogs and taking of urine and/or blood samples
for drug testing and analysis.

A copy of said Policy is attached and sets forth "Company Premises" and "Company
Property". Items and substances which are prohibited and are covered by said
Policy, penalties for violation of said Policy, involvement of law enforcement
authorities, and the responsibilities of your employees while on Company
Property.

As a Subcontractor/Supplier Employer, you will be immediately notified of
refusal by any of your employees to consent to a search or an urine and/or blood
screening test, or to cooperate fully with this Policy. Should any of your
employees be found in violation of this Policy, they will be subject to
immediate removal from Company property. Violation of this Policy by your
employees may also cause cancellation of the Contract between the Company, and
may result in your losing the right to do business with the Company.

Attached is a Subcontractor/Supplier Employee Acknowledgement Form to be signed
and returned by all Employees. Subcontractors/Suppliers are to control this
item. You should inform your employees that this Policy is in effect. New
employees should be informed of this Policy at time of hire.

POLICY

In order to assist in maintaining a Safe, Healthy Working Environment for all
Employees, to protect Company Property and assets, and to insure efficient
operations, Company has established a policy regarding illegal drugs, substances
and prohibited items.

COMPANY PROPERTY/PREMISES

For purposes of this Policy, the terms "Company Property" or "Company Premises"
are used in their broadest sense and include all property, facilities, land,
offices, living quarters, buildings, structures, fixtures, installations,
trailers, equipment, boats, vessels, barges, aircraft, automobiles, trucks, all
other vehicles, and parking areas, whether owned, leased, used or under the
control and scope of Company Employment.



                                    6 of 10


PROHIBITED ITEMS

The use of, possession, promotion or sale of the following items or substances
are strictly prohibited and are grounds for dismissal:

         1.       Illegal Drugs and/or Controlled Substances

         2.       Unauthorized Alcoholic Beverages

         3.       Firearms, Weapons, Explosives and Munitions

         4.       Unauthorized Prescription Drugs

PRESCRIPTION DRUGS MAY BE TAKEN UNDER THE FOLLOWING CONDITIONS:

         1.       Employees must inform their Supervisor immediately upon
                  arrival at the Project Site and prior to using Prescribed
                  Drugs on the job.

         2.       Each Vial shall be in the Employee's Name.

         3.       Each Prescription shall be no older than one (1) year of the
                  date issued.

The company reserves the right to have its Company Physician determine if a
Prescription Drug or Medication produces hazardous effects and may restrict the
use of the Prescribed Drug or Medication accordingly. This may also include
restricting the Employee's Work Activity.

SEARCHES AND INSPECTIONS

Terremark Technology Contractors, Inc., reserves the right, at all times, to
have Company Supervisors or authorized Search and Inspection Specialists conduct
searches and inspections of employees, Subcontractors' employees, otheir person,
clothing, vehicle, tool boxes and possessions, for the purpose of possessions,
use, or concealment of any of the items and/or substances prohibited by this
Policy.

The Company Supervisor has the right to conduct on-the-spot- search and
inspection of employees and their personal effects as described above if he has
a "Reasonable Suspicion" that employees are in direct violation of any part of
this Policy.

All searches and inspections conducted by outside authorized specialists will be
in the presence of Company Supervision.

Searches, inspections and testing may be conducted from time to time without
prior announcement. Searches will be performed with concern for personal privacy
of each employee.

No employee search, urine drug screen or inspection will be conducted without
written consent; however, employees who refuse to submit to a search, urine drug
screen, blood or plasma sampling, inspection, or is found in possession, use or
transportation of any illegal substance, contraband, company property, or any of
the above mentioned drugs and unauthorized items, will be considered in
violation of this Policy.



                                    7 of 10


Illegal substances, drugs, and unauthorized items discovered through searches
and inspections may result in the proper law enforcement authorities being
advised in this regard.

TESTING

Urine drug screen test or blood and plasma tests shall be conducted under the
following circumstances:

         1.       Pre-employment examinations

         2.       Compliance with Contractual Agreements

         3.       When an employee's Supervisor has a reasonable suspicion* that
                  an employee is intoxicated, using or under the influence** of
                  drugs and alcohol

         4.       Part of an overall search and inspection of an employee's or
                  other person's work area or location of employment (announced
                  or unannounced)

         5.       Whenever an employee has caused, contributed to, or has been
                  involved in an accident or near miss while at work.

PENALTIES FOR VIOLATING POLICY

Any employee found using, possessing, selling, distributing, concealing or
transporting any of these items or substances prohibited by this Policy or who
refuses to submit to a search, urine and/or blood analysis, or other detection
procedure will be considered in violation of this Policy, will be removed from
Company Property and will be discharged from employment.

Any employee who, as a result of drug testing and screening, is found to have
detectable levels or identifiable trace quantities of a Prohibited Drug or
Substance in his or her system, regardless of when or where the Drug or
Substance entered that person" system, will be considered in violation of this
Policy, and will be removed from Company Property, and will be discharged from
employment.

All Subcontractor and Supplier Personnel and other third parties on Company
Property will be subject to this Policy. Any such individual found in violation
of this Policy, or who refuses to submit to a research, urine and/or blood
analysis, or other detection procedure will be considered in violation of this
policy, and will be removed from the Company Property. Violation of this Policy
by Subcontractor or Supplier losing the right to do business with the Company.

FOR THE PURPOSES OF THIS POLICY:

* "Reasonable Suspicion" is a belief based on objective and articulable facts
sufficient to lead a prudent Supervisor to suspect that the employee, or other
person, is using a Prohibited Drug, Alcohol or Substance.

** "Under the Influence" is the presence of an illegal or Prohibited Drug,
Alcohol, or Substance found in the body fluids at levels of detection above the
lowest cut-off level as established by the analytical methods used by the



                                    8 of 10


testing laboratory. Also, it means that the employee, or other individual, is
affected by a Drug, Alcohol or Prohibited Substance, either singularly or in
combination, in any detectable manner. The symptoms of influence are not
confined to those consistent with misbehavior, nor to obvious impairment of
physical or mental ability, such as slurred speech or difficulty in maintaining
balance.

                        OSHA 1926.59 HAZARD COMMUNICATION

The OSHA Hazard Communication Standard requires each employer (Note: each
Contractor/Subcontractor is considered an employer) to:

         1.       Develop, implement and maintain a written Hazard Communication
                  Program for each Work Site. The Written Program must include a
                  Chemical Inventory List and establish the methods to provide
                  information to their employees on the following:

                  a.       Labels and Forms of Warning

                  b.       Employee Information and Training

                  c.       Hazards associated with Non-routine Tasks

                  d.       Material Safety Data Sheets (MSDS)

                  e.       The Requirements of the Hazard Communication Program

         2.       Multi-employer Workplaces:

                  a.       Establish a method to communicate with other
                           employers to provide the other employers with a copy
                           of their Material Safety Data Sheets.

In order to assist you in complying with the OSHA 1926.59 Hazard Communication
Standard, please be advised sample programs may be obtained from the following:

         1.       The Associated General Contractors (AGC)

         2.       The Associated Building Contractors (ABC)

         3.       The American Subcontractors Association

         4.       Any OSHA Area Office

Please be advised that Terremark Technology Contractors, Inc. has a Hazard
Communication Program which meets the OSHA 1926.59 Hazard Communication
Standard, and is available for your review and maintained at the Job Site by
Terremark Technology Contractors, Inc. Project Safety Representative.

IN ORDER TO FURTHER ASSIST YOU IN COMPLYING WITH THE 1926.59 HAZARD
COMMUNICATION STANDARD, PLEASE FORWARD COPIES OF THE MSDS FOR EACH HAZARDOUS
CHEMICAL IN YOUR USE TO TERREMARK TECHNOLOGY CONTRACTORS, INC. PROJECT SAFETY
REPRESENTATIVE TO ESTABLISH A DIRECTORY FOR EACH HAZARDOUS CHEMICAL THAT THE
OTHER EMPLOYER(S) EMPLOYEE(S) MAY BE EXPOSED TO WHILE WORKING ON THIS PROJECT.




                                    9 of 10



         To:
                  ------------------------------------------------


  ACKNOWLEDGMENT OF SAFETY POLICY ON DRUGS. ALCOHOL AND OTHER PROHIBITED ITEMS

         1.       I am familiar with the Safety Guidelines for my trade.

         2.       I have received, read and understand the Terremark Technology
                  Contractors, Inc.'s Safety Policy on Drugs, Alcohol and
                  Prohibited items.

         3.       I have been advised and understand that failure to comply with
                  Safety Regulations of Federal, State and Local Government and
                  the Terremark Technology Contractors Inc.'s policy on Drugs,
                  Alcohol and Prohibited items could result in dismissal from
                  this Project. Any willful or deliberate violation of Safety
                  Regulations or Company Policies will be automatic dismissal
                  from this Project.

         4.       I understand all of the Requirements asked of me and was given
                  an opportunity to ask any questions.

I understand that Terremark Technology Contractors, Inc.'s intent in
establishing rigid Safety Regulations and a Safety Policy on Drugs, Alcohol and
other Prohibited Items is necessary to ensure s Safe, Healthy and Productive
work environment for employees and others on Company Property, to protect
Company Property and assets, to assure efficient operations, and is in no way
meant to be used in a discriminatory capacity. I further indicate by my
signature below that I fully understand all that is expected of me with regard
to Safety and agree to abide by all of Terremark Technology Contractor's Inc.'s
Policies and all other applicable Safety Rules while on this Project.

A machine copy of this Authorization and Release shall have the same force and
effect as the original.

- -----------------------------                       ---------------------------
Signature                                           Witness

- -----------------------------                       ---------------------------
Printed Name                                        Date



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