PIPELINE USA(SM) SERVICE AGREEMENT FOR U.S. ACCOUNTS

This agreement (the "Agreement") is by and between Performance Systems
International, Inc., duly authorized and existing under the laws of the
State of New York with its main office at 510 Huntmar Park Drive, Herndon,
VA 22070 ("PSI") and the Customer (individual User of this Service) for
the provision by PSI or its subcontractors of certain computer networking
software and services as more particularly described below and is considered
executed upon the Customer's usage of the Pipeline USA software or service.

1. ACCESS AND NETWORK USAGE. PSI shall require local access (via the public
switched telephone system) to provide the Customer a link to Pipeline USA.
It is understood that PSI does not normally own or control the various cable,
telecommunications or other facilities to which it may provide access, except
those specifically identified as belonging to PSI. Arrangements for use of,
or access to, such facilities must be made with those who own or control them.
The Customer is responsible for providing, operating and maintaining the
necessary cabling and computer hardware used for this service at their site.
All local access installation and dialup costs are the responsibility of
the Customer.

PSINet access shall be offered to the Customer in accordance with the
criteria set by PSI which shall be attached hereto as Exhibit A. The Customer
shall be responsible for user/access security and network access. PSI
provides no user access security with respect to any the Customer facilities
or facilities of others. PSI will assist in network security breach detection
or identification, but shall not be liable for any inability, failure or
mistake in doing so.

2. PIPELINE USA USE. No more than one Pipeline USA connection can be used
at any time with a Pipeline USA account as paid for by the Customer and
assigned by PSI. A Pipeline USA session is defined as a connection between
a Customer's host computer and modem (or access device) and a PSI modem
(or access device) using the public switched telephone system.

3. ANNIVERSARY DATE. The service's "Anniversary Date" refers to the day in
which PSI's logs show dialup authentication of the assigned account.

4. PIPELINE USA FEES. For this service, the Customer shall commit to PSI
through their credit card the full service costs including periodic service
fees. Service Commencement is initiated on the basis of the receipt of the
validated credit card information committing to the appropriate fees. PSI
will then charge the Customer's credit card.

A. PIPELINE USA FEE SCHEDULE. The following prices represent Pipeline USA
current service costs.

Plan A: $5.00 per month for the first five hours of usage $1.50 per hour
for all additional hours (using PSI's US v.32bis and v.34 numbers)

Plan B: $19.95 per month for unlimited US v.32bis and v.34 usage each
month)

(Continuing price effective through December 31, 1996.)

B. USAGE AND NUMBERS. Usage is measured in one (1) minute increments rounded
upwards. A current list of Pipeline USA access numbers is available by sending
electronic mail to: numbers-info@psi.com.

C. NO PRORATION OF FEES. No proration of fees beyond monthly increments is
available to the Customer upon termination of this service for any reason.

5. PSI SOFTWARE.

A. OWNERSHIP. PSI retains all rights, title and interest in the Internaut
software (the "Software") it provides to the Customer and PSI shall retain
all rights, title and interest in all modifications and derivative works
thereof, and the Customer shall not take any action inconsistent with such
title and ownership.

B. INTELLECTUAL PROPERTY PROTECTION. The Customer shall not alter or remove
any printed or on-screen copyright, trade secret, proprietary and/or other
legal notices contained on or in copies of the Software.

6. WARRANTIES. Neither PSI nor its subcontractors warrant any connection to,
transmission over, nor results or use of, any network connection or
facilities provided (or failed to be provided) under this Agreement. The
Customer is responsible for assessing its own computer and transmission
network needs, and the results to be obtained therefrom. PSI makes no
warranties of any kind, whether expressed or implied, including any implied
warranty of merchantability or fitness of this service or Software for a
particular purpose. PSI provides the Software on an "as is" basis and assumes
no responsibility for any damages suffered by Customer, including, but not
limited to, loss of data from delays, nondeliveries, misdeliveries, or
service interruptions caused by PSI's own negligence or Customer's errors
and/or omissions.

7. NO WARRANTY ON RELATED HARDWARE OR SOFTWARE PRODUCTS. PSI makes no
warranty with respect to any software or hardware used or provided by PSI
from other manufacturers or distributors in connection with this service.
Any patent, trademark, trade secret or warranty infringements, whether actual
or alleged, are the direct responsibility of the manufacturer of said
hardware or software product. PSI assumes no responsibility for any actions
or liabilities arising from the possession or use of these software or
hardware products.

8. LIMITATION OF LIABILITY. Neither party shall be liable to the other for
any loss, damage, liability, claim or expense arising out of or in relation
to this Agreement or the provision of the service or Software, however caused,
whether grounded in contract, tort (including negligence) or theory of strict
liability. In no event shall either party be liable for any loss of data or
profits through use of the Software or service, or for any special,
incidental, indirect or consequential damages arising out of or in relation
to this Agreement.

9. TERM/EXTENSION/TERMINATION. This Agreement shall extend from the initial
Anniversary date for one month and shall continue month-by-month based upon
the Customer's use of the service. The Customer shall remain responsible for
all relevant fees for any service used. Relevant fees refers to the published
price of the Pipeline USA service. Customer is responsible to notify PSI of
any changes in their name, address, credit card information, etc. Termination
of the Pipeline USA service will only be accepted in writing thirty (30)
days in advance.

PSI can terminate this account at will for any reason it solely determines.
The Customer specifically waives the right to sue or ability to subrogate
those rights for any losses. If PSI terminates the account, PSI will refund
any unused portion of the service (which, in this case, will be prorated per
day).

10. NOTICES. All notices given by Customer or required under this Agreement
shall be in writing and addressed to PSI at P.O. Box 485, Herndon, VA 22070,
or faxed to 1.703.904.4200, Attn.: Pipeline USA Account Administration. No
other termination mechanisms are acceptable.

11. ACCESS TO OTHER NETWORKS. Use of other networks may sometimes require
approval of the respective network authorities and use will be subject to
any acceptable usage policies such networks establish.

12. SERVICE USAGE REGULATION. This service may only be used for lawful
purposes. Materials and/or transmission in violation of any local, state,
Federal or international regulation(s) is prohibited. This includes, but is
not limited to, copyrighted material, threatening or obscene material, or
material protected by trade secret. Customer agrees to indemnify and hold
harmless PSI from any claims resulting from the Customer's use of this
service which damages the Customer or any third party.

13. SERVICE USAGE AUTHORIZATION. All services to be provided by the Customer
either in part or in total through PSINet are appropriate subject to relevant
Federal and State and International regulations. If these same services are
offered through other networks, PSI accepts no responsibility for their
authorization. PSI, or other relevant authorities may determine inappropriate
usage of this service and the service may be revoked at PSI's discretion.

14. NO ASSIGNMENT. The Customer shall not sell, transfer, or assign this
Agreement without the prior written consent of PSI. Any act in derogation
of the foregoing shall be null and void; provided, however, that any such
assignment shall not relieve the Customer of their obligations under this
Agreement.

15. SEVERABILITY. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of
this Agreement will remain in full force and effect.

16. ENTIRE AGREEMENT. This Agreement represents the complete agreement and
understanding of the parties with respect to the subject matter herein,
and supersedes any other agreement or understanding, written or oral.

EXHIBIT A: PSINET (SM) ACCEPTABLE USE POLICY

These statements represent a guide to the acceptable use of PSI facilities.
PSI recognizes as acceptable all forms of data communications across its
network, except where Federally subsidized facilities of transport (such
as national backbones like NSFNET) may require limitations, or
State/Federal/International law prohibits. In those cases, use of the network
should adhere to the general principle of advancing science and education
through interexchange of information among research and educational
institutions except where specific policy statements exist (see example,
Exhibit B). In cases where data communications are addressed to recipients
outside of the PSI supplied network and are carried over other regional
networks or the Internet, PSI users are advised that acceptable use policies
of those other networks apply and may, in fact, limit use.

If PSI is informed by Federal/State/International authorities of inappropriate
or illegal use of PSI facilities and/or other networks these determinations
will be binding on the Customer.

Pipeline USA Service Terms - 5/31/95