DSL TERMS & CONDITIONS
OF SERVICE

2. Service Plan. Upon signing this Agreement, NSIS may conduct a credit check. Payment is due as stated in Customer's bill. If the payment is late, NSIS will charge Customer a late payment fee of up to 1.5% per month (an 18% annual rate) on balances that remain unpaid; depending on the law that applies to this Agreement.

3. Customer Support. Customer may reach the NSIS Network Operations Center at 414-908-4638 for NSIS service and equipment support, including use of that equipment and service, and use of network access-related software installed by NSIS or its authorized representatives on Customer's computer(s) running, Windows 95, Windows 98, Windows NT 3.5.1, Service Pack 5, Windows NT 4.0, Service Pack 3 or higher, or Macintosh System 7.5.3 and later, and Macintosh OS 8.X. NSIS will monitor for any component or systems failure at its Network Operations Center and will contact Customer to arrange to effect appropriate corrective action, including the possible repair or replacement of the NSIS "modem" or NSIS Network Interface Card. NSIS personnel or its authorized representatives will install, configure, and test the repaired or replacement equipment at no charge to Customer as long as Customer has complied with its obligations regarding the NSIS equipment.

4. Installation. NSIS may need to install certain equipment and software (including perhaps a NSIS Network Interface Card) into Customer's computer system to connect Customer's users to the NSIS Network. NSIS will supply all standard components to connect Customer's users to the NSIS Network. It will be necessary for NSIS personnel or its authorized representatives (collectively, "NSIS Installers") to install certain software in Customer's users computer and possibly reconfigure some aspects of the computer system. It is possible that such activities might inadvertently result in the loss of programming important to Customer or Customer's users, and Customer hereby agrees to make appropriate arrangements to prepare backup diskettes prior to the installation, testing or service. Customer hereby agrees that neither NSIS nor NSIS Installers will be responsible for any loss of, or damage to, any information, programming, or other elements of the Customer's computer system or any breach or violation of any manufacturer's or other warranty relating to Customer's computer which may occur as a result of installation, testing or later service conducted by NSIS or NSIS Installers. There may be instances where Customer, due to building maintenance exclusivity rights, is responsible for performing all electrical or wiring work at their location. Should this situation arise, Customer is responsible for ensuring inside wiring at their location is complete prior to NSIS performing the installation for the NSIS Product. NSIS will install wiring up to the local telephone company termination point, but Customer will be responsible for any further wiring installation subject to building exclusivity issues. After order is placed, NSIS will coordinate the NSIS installation with the ILEC (Ameritech). From time to time, conditions may exist that prevent the installation of DSL into a customer's location due to adverse infrastructure conditions or other conditions beyond the reasonable control of NSIS. NSIS may propose and evaluate alternative access to approval by Customer prior to implementation. If any additional or unusual monthly or non-recurring charges are reasonably anticipated with implementations of the alternative access strategies, NSIS will inform Customer of any estimate of those costs prior to installation. If Customer decides to cancel NSIS service due to the cost of alternative access strategies, Customer shall terminate the order and will incur no charge for the NSIS installation. If alternative access strategies are not reasonably available, NSI reserves the right to cancel the NSIS order.

5. Product Acceptance. Within three (3) business days after installation of a Product at Customer premises, the installation will be confirmed by NSIS. If the installed transmission speeds are not at least equivalent to those asserted in the NSIS Order Form (speeds may or may not be equivalent to the Minimum Expected Service Availability (MESA)), Customer may decline service at the completion of the installation process or shall have a three (3) business day period (the "Acceptance Period") to use the installed Product and cancel the installed Product if Customer is not satisfied. If transmission speeds are at least equivalent to the MESA and Customer decides to cancel, Customer shall pay NSIS a Non-Acceptance Fee of $495. If Customer is satisfied with the speeds available or fails to cancel the installed Product prior to the expiration of such Acceptance Period, then the customer shall remit payments to NSIS in accordance with the agreed upon charges.

6. Term. Early Termination Charges. This Agreement lasts for the term selected by Customer. After completion of that term, the Customer will become a month-to-month Customer can end the Agreement at any time and NSIS can do the same. If Customer ends the NSIS service for any reason (except as expressly permitted in this Agreement) before the end of the term selected, Customer will be charged for an early termination fee $250.00 per end user product service affected. Notwithstanding the termination of this Agreement, the provisions set forth in Paragraph 7, 8, 9 and 10 of the Agreement will continue to govern Customer's and NSIS conduct after the end of this Agreement.

7. Use of Services; Rights to Restrict, Interrupt or End Service of this Agreement. NSIS is providing products and services solely for Customer's personal or internal business use as an end user and Customer will be solely responsible for the content of any transmissions over the NSIS Network from Customer's premise location. Customer agrees not to (a) attempt to gain unauthorized access to any other system or network, or (b) interfere or disrupt other End Users, Network Operations or Network equipment of NSIS or any of its affiliates. Customer also agrees not to (1) propagate computer viruses or other harmful code or data or (2) impersonate any person using forged headers or other identifying information (provided, however that the use of anonymous remailers and nicknames is allowed). Customer hereby warrants that it will not infringe the copyright, trademark, or other intellectual property rights of any other person or entity through the use of the NSIS Network or services and that Customer will not use the NSIS Network or services to defame, harass cause an invasion of privacy or otherwise violate the right of any person or entity, or violate any local, state, federal, or international statute, regulation or treaty. Customer agrees to comply with all governmental rules and regulations applicable to the export or transfer of regulated technical data or software and to maintain or improve NSIS service or the NSIS Network or to prevent fraud or other business reasons. NSIS can restrict, interrupt or modify Customer's service without notice and will promptly seek to resolve any situation or condition that has caused an interruption in service to the extent that the fault involves the NSIS Network or its equipment. NSIS CAN RESTRICT OR END CUSTOMER'S SERVICE OR THIS AGREEMENBT WITHOUR NOTICE if Customer: (a) carries past due balances; (b) makes materially false statements to NSIS; (c) interferes with NSIS customer service or any other business operations; (d) becomes insolvent or goes bankrupt; (e) breaches any part of this Agreement; (f) misuses service or knows of service being misused by anyone for unlawful activity or (g) otherwise uses the service in an inappropriate manner.

8. Mutual Waivers and Limitations of Liability. Customer acknowledges NSIS' maximum liability to Customer (including but not limited to fraud, misrepresentation, breach of contract, personal injury, negligence, or products liability) is limited to a refund or rebate of charges Customer has paid or is owed to NSIS. NSIS agrees Customer's maximum liability to NSIS (including but not limited to fraud, misrepresentation, breach of contract, personal injury, negligence, or products liability) is limited to charges Customer owes NSIS, any actual damages Customer causes to NSIS business or property and any damages collected from NSIS by a third party arising out of Customer's use of NSIS products or services. Neither Customer nor NSIS can recover (a) punitive damages; (b) treble, consequential, indirect, or special damages (including lost profits); or (c) attorney's fees. Customer and NSIS agree not to make, and to waive to the fullest extent allowed by law, any claim for damages other than direct, compensatory damages as limited above. Customer and NSIS also agree not to make, and to waive to the fullest extent allowed by law, any claim for equitable relief, other than to protect any patents, copyrights, trademarks, or other trade secrets or proprietary information, or to prevent abusive, fraudulent or illegal use of NSIS products or service. Customer agrees to indemnify NSIS for any claims by third parties against NSIS arising out of Customer's use of NSIS products or service. NSIS is not liable to Customer for interrupted service or problems caused by or contributed to (i) by Customer; (ii) by any third party; (iii) by network congestion, atmospheric conditions or other things NSIS doesn't control; or (iv) by any act of God or natural disaster.

9. Independent Arbitration. Instead of suing in court, Customer and NSIS agree to arbitrate disputes arising out of or related to this or prior Agreements in arbitration and administered by the American Arbitration Association ("AAA") under arbitration rules applicable to the parties industry. Customer and NSIS also waive rights to participate in class actions. If for some reason these arbitration requirements don't apply, Company and NSIS each waive, to the fullest extend to allow by law, any trial by jury. A judge will hear and decide any dispute instead; and no matter what else this Agreement says, it doesn't apply to or affect the rights in a certified class action of a member or a certified class who receives this Agreement after his class has been certified, or the rights in an action of a named plaintiff who first receives this Agreement while his actions are pending, although it does apply to other actions, controversies, or claims involving such persons.

10. NSIS Rights. All products and services NSIS provides are subject to its business policies, practices, and procedures, which NSIS can change at any time at Rhythms' sole discretion, without notice to Customer. NSIS CAN ALSO CHANGE THE TERMS OF THIS AGREEMENT AT ANY TIME AFTER THE EXPIRATION OF THE INITIAL TERM BY PROVIDING WRITTEN NOTICE PRIOR TO THE TIME THE CHANGES WOULD GO INTO EFFECT. The changes will apply to Customer after the date Customer receives notice.

11. About this Agreement. NSIS may assign all or part of this Agreement without notice and Customer agrees to comply with the terms of any such assignment as instructed by NSIS. (Assignment will release NSIS from all liability for the rights and duties involved.) Customer may not assign any part of this Agreement or any of the Customer's rights or duties without NSIS prior written consent. All written notices are considered delivered to Customer when mailed to the billing address we have on file for Customer at the time, or to NSI when mailed to: NetStream Internet Services, 7044 S. 13th St., Oak Creek, WI 53154. Customer represents that it has the legal capacity to agree to this Agreement. This Agreement is not for the benefit of any third party except NSIS affiliates and predecessors and successors in interest. The laws of the State of Wisconsin govern this Agreement. By signing this Agreement, Customer is representing that all the information it has provided is true and accurate. A copy or a fax of this Agreement and Customer signature is the same as an original.