AGENCY, GUARANTEE AND SECURITY AGREEMENT

TABLE OF CONTENTS

It is a condition precedent to the effectiveness of the Purchase Agreement that the Company and the Investors shall have entered into this Agreement and that the Investors shall have appointed the Agent in connection with the pledge of assets by the Grantors to secure the obligations of the Company owing to the Investors under and in respect of the Notes.

It is condition precedent to the effectiveness of the Purchase Agreement and this Agreement that the Investors and Agent enter into a Subordination Agreement (the “ Subordination Agreement ”) with Laurus Master Fund, Ltd (“ Laurus ”) in the form attached hereto as Exhibit D , and that this Agreement be subject to the terms of the Subordination Agreement.

The Grantors will derive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the other Operative Documents (as hereinafter defined).

NOW, THEREFORE, in consideration of the premises and in order to induce the Agent and the Investors to enter into the Purchase Agreement and for other good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties agree as follows:

1.    Definitions.   Terms defined in the Purchase Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Purchase Agreement. Further, unless otherwise defined in this Agreement or in the Purchase Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 of the UCC (as defined below). “ UCC ” means the Uniform Commercial Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For

purposes of this definition, the term “ control ” (including the terms “ controlling ”, “ controlled by ” and “ under common control with ”) of a Person means the possession, direct or indirect, of the power to vote 20% or more of the Voting Interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise.

“ Certificates ” means all certificates, instruments and other documents now or hereafter representing or evidencing any Pledged Securities or Pledged Limited Liability Company Interests.

“ Closing Date ” shall mean November 2, 2005.

“ Collateral ” means and includes all present and future right, title, interest, claims and demands of each Grantor in or to any personal property or assets whatsoever, whether now owned or existing or hereafter arising or acquired and wheresoever located, including, without limitation, any and all of the following personal property:

(a)    all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clause (d), (e) or (f) below, being the “ Receivables ”, and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “ Related Contracts ”);

(b)    All present and future general intangibles, including, without limitation, (i) all tax refunds of every kind and nature to which such Grantor now or hereafter may become entitled, however arising, (ii) all other refunds, (iii) all commitments to extend financing to such Grantor, (iv) all deposits, (v) all goodwill, (vi) all choses in action, (vii) all insurance proceeds and (viii) all trade secrets, computer programs, software, customer lists, trademarks (excluding Intent to Use Applications), trade names, patents, licenses, copyrights, technology, processes and proprietary information, including, without limitation, the Copyrights, the Patents and the Marks (each as hereinafter defined) and the goodwill of such Grantor’s business connected with and symbolized by the Marks;

(c)    All present and future demand, time, savings, passbook, deposit and like accounts (general or special) (collectively, the “ Deposit Accounts ”) in which such Grantor has any interest that is maintained with any bank, savings and loan association, credit union or like organization, including, without limitation, each account listed on Schedule 3-B attached hereto and all funds, financial assets, cash and cash equivalents from time to time credited thereto, whether or not deposited in any Deposit Account;

(d)    All present and future books and records, including, without limitation, books of account and ledgers of every kind and nature, customer lists, credit files, printouts and other computer output material and records, all electronically recorded data relating to such Grantor, all receptacles and containers for such records, and all files and correspondence;

(e)    All present and future goods, including, without limitation, all equipment, in all its forms, including, without limitation, all machinery, tools, molds, dies, motor vehicles, vessels, aircraft,

furniture, furnishings, fixtures, trade fixtures, and all parts thereof and accessions thereto and all other goods used in connection with or in the conduct of such Grantor’s business including, without limitation, software embedded in the equipment (collectively, the “ Equipment ”);

(f)    All present and future inventory and merchandise, including, without limitation, all present and future goods held for sale or lease or to be furnished under a contract of service, all recorded media, all raw materials, work in process and finished goods, all packing materials, supplies and containers relating to or used in connection with the manufacture, production, preparation or shipping of any of the foregoing, all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee), all goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor, and all software related thereto, including, without limitation, software that is embedded in the inventory and all bills of lading, warehouse receipts and documents of title relating to any of the foregoing (collectively, the “ Inventory ”);

(g)    All present and future accessions, appurtenances, components, repairs, repair parts, spare parts, replacements, substitutions, additions, issue and/or improvements to or of or with respect to any of the foregoing;

(h)    All other tangible and intangible personal property of such Grantor not specifically excluded from this definition of “ Collateral ”;

(i)    All rights, remedies, powers and/or privileges of such Grantor with respect to any of the foregoing; and

(j)    Any and all proceeds and products of the foregoing, including, without limitation, all money, income, royalties and other payments now or hereinafter due and payable and with respect to and supporting obligations relating to, any and all of the Collateral, including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (i) above and in this clause (j) and to the extent not otherwise included, all payments under insurance (whether or not the Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to the foregoing Collateral, any other tangible or intangible property received upon the sale or disposition of any of the foregoing and all tort claims, including, without limitation, all Commercial Tort Claims and cash.

Notwithstanding the foregoing, the term “ Collateral ” shall not include (i) any Equipment that is subject to a Lien otherwise permitted by subsections (vii), (viii) or (ix) of the definition of Permitted Liens, (ii) assets acquired subsequent to the date of this Agreement that are subject to a security interest, provided that such security interest is limited to the asset acquired, (iii) all equity interests in Regulated Entities, and; provided that each of the assets referenced in clauses (i) and (ii) of this sentence shall be deemed to be Collateral and each Grantor shall be deemed to have granted a security interest in, all of its right, title and interests in such assets, upon the ineffectiveness, lapse or termination of the security interests referenced in clauses (i) or (ii) of this sentence. The items listed in clauses (i) through (iii) above in the paragraph are referred to herein as “ Exempted Collateral ”.

“ Computer Software ” means all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing.

“ Confidential Information ” means (i) all financial information that any Grantor furnishes to the Agent or any Investor; (ii) any non-financial information that any Grantor furnishes to the Agent or any Investor which is designated in writing as confidential; and (iii) any other information provided to or learned by such Person during the course of any audit or inspection of any Grantor permitted under the terms of this Agreement which by its nature or by virtue of the circumstances under which it was provided or given should reasonably be understood to be confidential; provided , however , that Confidential Information does not include any such information that (a) is or becomes generally available to the public, (b) is or becomes available to the Agent or such Investor from a source other than the Grantors or their officers, directors, employees, agents or advisors, or (c) is independently developed by the Agent or such Investor, in each case without breach of any confidentiality obligation.

“ Copyright ” means all:

(a)    Copyrights, whether or not published or registered under the Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the same shall be amended from time to time and any predecessor or successor statute thereto (the “ Copyright Act ”), and applications for registration of copyrights, and all works of authorship and other intellectual property rights therein, including, without limitation, copyrights for computer programs, Computer Software, internet websites and the content thereof, whether registered or unregistered, source code and object code databases and related materials and documentation and, and (i) all renewals, revisions, derivative works, enhancements, modifications, updates, new releases and other revisions thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof and (iv) all of such Grantor’s rights corresponding thereto throughout the world;

(b)    Rights under or interests in any copyright license agreements with any other party, whether each Grantor is a licensee or licensor under any such license agreement, and the right to use the foregoing in connection with the enforcement of the Agent’s rights under the Operative Documents; and

(c)    Copyrightable materials now or hereafter owned by such Grantor, including, without limitation, all tangible property embodying the copyrights described in clause (a) hereof or such copyrightable materials, and all tangible property covered by the licenses described in clause (b) hereof.

“ Event of Default ” shall have the meaning ascribed to it in the Notes.

“ Indebtedness ” shall mean and include the aggregate amount of, without duplication (i) all obligations for borrowed money of any Grantor, (ii) all obligations evidenced by any Grantor’s bonds, debentures, notes or other similar instruments, (iii) all obligations of any Grantor to pay the deferred purchase price of property or services (other than accounts payable and accrued expenses incurred in the ordinary course of business determined in accordance with generally accepted accounting principles (“ GAAP ”)), (iv) all obligations with respect to any Grantor’s capital leases, (v) all obligations of any Grantor created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all reimbursement and other payment obligations of any Grantor, contingent or otherwise, in respect of letters of credit and similar surety instruments and (vii) all guaranty obligations of any Grantor with respect to the types of Indebtedness listed in clauses (i) through (vi) above.

“ Issuer Acknowledgement ” has the meaning given to that term in Section 4(b) of this Agreement.

“ Intent to Use Application ” means any application of the type described in 15 United States Code Section 1051(b) that has been or may hereafter be filed by the Company with the United States Patent and Trademark Office.

“ Liens ” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind, or any other type of preferential arrangement, in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, any easement, right of way or other encumbrance on title to real property or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction.

“ Limited Liability Company Interests ” means the entire limited liability company interest at any time owned by Grantor in any Pledged Entity.

“ Majority Investors ” means, at any time, Investors holding at least 51% of the sum of the aggregate unpaid principal amount owing under the Notes.

“ Marks ” means all (a) trademarks, trademark registrations, domain names, interest under trademark license agreements, trade names, trademark applications, service marks, business names, trade styles, trade dress, designs, logos, slogans, corporate names, and other source, or business identifiers for which registrations have been issued or applied for in the United States Patent and Trademark Office or in any other office or with any other official anywhere in the world or which are used in the United States or any state, territory or possession thereof, or in any other place, nation or jurisdiction anywhere in the world including, without limitation, the trademarks, trademark registrations, domain names, interest under trademark license agreements, trade names, trademark applications, service marks, business names, trade styles, trade dress, design logos, slogans, corporate names, and other source or business identifiers listed on Schedule 3-F attached hereto, but excluding any United States Intent to Use Applications, (to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such Intent to Use Application under applicable federal law) (b) licenses pertaining to any such Mark whether such Grantor is licensor or licensee, (c) all income, royalties, damages and payments for past, present or future infringements thereof, (d) rights to sue for past, present and future infringements thereof, (e) rights corresponding thereto throughout the world, (f) all product specification documents and production and quality control manuals used in the manufacture of products sold under or in connection with such Marks, (g) all documents that reveal the name and address of all sources of supply of, and all terms of purchase and delivery for, all materials and components used in the production of products sold under or in connection with such Marks, (h) all documents constituting or concerning the then current or proposed advertising and promotion by such Grantor, their subsidiaries or licensees of products sold under or in connection with such Marks, including, without limitation, all documents that reveal the media used or to be used and the cost for all such advertising conducted within the described period or planned for such products, (i) renewals and proceeds of any of the foregoing and (j) in each case, all goodwill symbolized by such Marks.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Grantors and their Subsidiaries, considered as one enterprise, (b) the rights and remedies of the Agent and any Investor under any Operative Document or the Purchase Agreement or (c) the ability of Grantors to perform their obligations under any Operative Document or the Purchase Agreement to which they are or are to be a party; provided , however , that “ Material Adverse Effect ” shall not include any change, circumstance or

condition arising out of or attributable to (i) any changes in the Company’s stock price or trading volume or a delisting of the Company’s common stock from the American Stock Exchange in and of itself; (ii) events, circumstances, changes or effects that generally affect the industry in which the Company operates and do not affect the Company in a materially disproportionate manner relative to other Persons engaged in the same industry; (iii) general economic conditions or events, circumstances, changes or effects affecting the United States economy generally; or (iv) changes arising from the consummation of the transactions contemplated by, or the announcement, of the execution of any of the Operative Documents.

“ Operative Documents ” means this Agreement and the Notes.

“ Patents ” means all (a) letters patent, design patents, utility patents, inventions, statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto and trade secrets, all patents and patent applications in the United States Patent and Trademark Office, and interests under patent license agreements, including, without limitation, the inventions and improvements described and claimed or disclosed therein, (b) licenses pertaining to any patent whether such Grantor is licensor or licensee, (c) income, royalties, damages and payments now and hereafter due and /or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements, (d) rights to sue for past, present and future infringements thereof, (e) rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for and (f) the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing.

“ Permitted Liens ” shall mean and include: (i) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; (ii) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith; (iii) deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business; (iv) easements, reservations, rights of way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances affecting real property in a manner not materially or adversely affecting the value or use of such property; (v)  Liens in favor of the Agent, (vi) Liens in favor of Laurus as provided for in the Subordination Agreement; (vii)  Liens securing obligations under a capital lease if such lease is permitted under this Agreement and such Liens do not extend to property other than the property leased under such capital lease; (viii) Liens upon any equipment or other assets acquired or held by the Company or any of its subsidiaries to secure the purchase price of such equipment or other assets or indebtedness incurred solely for the purpose of financing the acquisition of such equipment or other assets, so long as such Lien extends only to the equipment or other assets financed, and any accessions, replacements, substitutions and proceeds (including insurance proceeds) thereof or thereto; and (ix) cash collateral securing letters of credit.

“ Person ” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“ Partnership Interests ” means the entire partnership interest at any time owned by any Grantor in any Pledged Partnership Entity.

“ Pledged Collateral ” means the Certificates, the Pledged Securities, the Pledged Partnership Interests and the Pledged Limited Liability Company Interests.

“ Pledged Entity ” means each limited liability company set forth in Schedule 3-C attached hereto, together with any other limited liability company (other than a Regulated Entity) in which any Grantor may have an interest at any time.

“ Pledged Limited Liability Company Interests ” means all limited liability company interests (other than in, of or with respect to a Regulated Entity) held by any Grantor, including, but not limited to those limited liability company interests set forth in Schedule 3-C attached hereto, as such Schedule may be supplemented from time to time in accordance with the terms of this Agreement and all capital, limited liability company assets, dividends, cash, instruments and other properties from time to time received, to be received or otherwise distributed in respect of or in exchange for any or all of such interests and all certificates and instruments representing or evidencing such other property received, receivable or otherwise distributed in respect of or in exchange for any or all thereof.

“ Pledge Notice ” shall have the meaning ascribed to it in Section 4(b) of this Agreement.

“ Pledged Partnership Entity ” means each partnership interest set forth in Schedule 3-C attached hereto, together with any other partnership interest (other than in, of or with respect to a Regulated Entity) in which any Grantor may have an interest at any time.

“ Pledged Partnership Interests ” means all interests in any partnership or joint venture held by any Grantor (other than in, of or with respect to a Regulated Entity), including, but not limited to those partnership interests set forth in Schedule 3-C attached hereto, as such Schedule may be supplemented from time to time in accordance with the terms of this Agreement, and all dividends, cash, instruments and other properties from time to time received, to be received or otherwise distributed in respect of or in exchange for any or all of such interests.

“ Pledged Securities ” means all shares of capital stock of each issuer in which any Grantor has an interest (other than in, of or with respect to a Regulated Entity), including, but not limited to those shares of capital stock set forth in Schedule 3-C attached hereto, as such Schedule may be supplemented from time to time in accordance with the terms of this Agreement, and all dividends, cash, instruments and other properties from time to time received, to be received or otherwise distributed in respect of or in exchange for any or all of such shares.

“ Regulated Entity ” means DSLnet Communications, LLC and DSLnet Communications VA, Inc.

“ Subordination Agreement ” shall have the meaning ascribed to it in the Recitals to this Agreement.

“ Voting Interests ” means shares of capital stock issued by a corporation, or equivalent equity interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

2.    Guaranty .

(a)    Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of the Company now or hereafter existing under or in respect of the Operative Documents or the Purchase Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest,

premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “ Guaranteed Obligations ”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred by the Agent or any Investor in enforcing any rights under or in respect of any Operative Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to any Investor under or in respect of the Operative Documents or the Purchase Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

(b)    Each Guarantor, and by its acceptance of this Guaranty, the Agent and each other Investor, hereby confirms that it is the intention of all such Persons that the provisions of this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agent, the other Investors and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “ Bankruptcy Law ” means any proceeding of the type referred to Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

(c)    Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Investor under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Investors under or in respect of the Operative Documents.

(d)    Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Operative Documents and the Purchase Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Investor with respect thereto. The obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Guarantor under or in respect of the Operative Documents and the Purchase Agreement, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any other Guarantor or whether the Company or any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(i)    any lack of validity or enforceability of any Operative Document, the Purchase Agreement or any agreement or instrument relating thereto;

(ii)    any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Guarantor under or in respect of the Operative Documents or the Purchase Agreement or any other amendment or waiver of or any consent to departure from any Operative Document or the Purchase Agreement including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Company or any of its Subsidiaries or otherwise;

(iii)    any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(iv)    any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other obligations of the Company under or in respect of the Operative Documents and the Purchase Agreement or any other assets of the Company or any of its Subsidiaries;

(v)    any change, restructuring or termination of the corporate structure or existence of the Company or any of its Subsidiaries;

(vi)    any failure of any Investor to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company now or hereafter known to such Investor (each Guarantor waiving any duty on the part of the Investors to disclose such information);

(vii)    the failure of any other Person to execute or deliver this Agreement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(viii)    any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Investor that might otherwise constitute a defense available to, or a discharge of, any Guarantor or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Investor or any other Person upon the insolvency, bankruptcy or reorganization of the Company or any other Guarantor or otherwise, all as though such payment had not been made.

3.    Creation of Security Interest.

(a)    Each Grantor does hereby grant and pledge to the Agent, for the ratable benefit of the Investors and the Agent, a security interest in and to, all right, title and interest of such Grantor in and to all presently existing and hereafter acquired Collateral. The security interest hereunder secures the payment and performance of all obligations of each Grantor now or hereafter existing under or in respect of the Operative Documents and the Purchase Agreement. The security interest and pledge created by this Section 3 shall continue in effect so long as such obligations remain outstanding. Notwithstanding the foregoing, the security interests granted herein shall be subject to the terms of the Subordination Agreement.

(b)    Each Grantor agrees that it will not sell, assign, or otherwise dispose of any of the Collateral other than (i) cash expenditures not otherwise in violation of the Purchase Agreement or the Operative Documents, (ii) sales and leases of customer premises equipment in the ordinary course of business, (iii) sales of inventory in the ordinary course of business, (iv) sales of worn-out, obsolete or excess equipment and (v) the sale of all or substantially all of the assets, or all of the equity stock, of Grantor, Vector Internet Services, Inc. (“VISI”); provided that such sales are made on an arms length basis. Upon the consummation of any of such sales or other dispositions, in the manner contemplated by

this Section 3(b), the security interest granted herein with respect to such Collateral shall be deemed released. In the event of the occurrence of the disposition of VISI assets or stock as contemplated by clause (v) above, the Agent and the Investors shall, in connection therewith, deliver any pledged Collateral of VISI and any releases of liens necessary to consummate such sale transaction; provided however, that the Agent, for the ratable benefit of the Investors, shall retain a security interest in the net proceeds of the sale of all or substantially all of the assets and/or equity stock of VISI.

4.    Delivery of Pledged Collateral .

(a)    Each Certificate shall, within two (2) business days following (i) the Closing Date (with respect to Certificates existing on the Closing Date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by or on behalf of the Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent.

(b)    With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the “ Pledge Notice ”) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to the Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the “ Issuer Acknowledgment ”), duly executed by the relevant Pledged Entity.

(c)    The Agent shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, the Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, the Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

5.    Appointment of the Agent . 

(a)    Authorization and Action . Each Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Operative Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto and the Agent hereby accepts such appointment. As to any matters not expressly provided for by the Operative Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Investors, and such instructions shall be binding upon all Investors; provided , however , that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, the other Operative Documents, the Purchase

Agreement or applicable law. The Agent agrees to give to each Investor prompt notice of each notice given to it by any Grantor pursuant to the terms of the Operative Documents and the Purchase Agreement.

(b)    Agent’s Reliance, Etc. With respect to the services to be provided by the Agent,, neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Operative Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Grantor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Investor and shall not be responsible to any Investor for any statements, warranties or representations (whether written or oral) made in or in connection with the Operative Documents or the Purchase Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Operative Document on the part of any Grantor or to inspect the property (including the books and records) of any Grantor; (iv) shall not be responsible to any Grantor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Operative Document, the Purchase Agreement or any other instrument or document furnished pursuant thereto; and (v) shall incur no liability under or in respect of any Operative Document or the Purchase Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

(c)    With respect to the Note issued to Agent in its capacity as an Investor, Agent shall have the same rights and powers under the Operative Documents and the Purchase Agreement as any other Investor and may exercise the same as though it were not the Agent; and the term “ Investors ” shall, unless otherwise expressly indicated, include the Agent in its individual capacity as an Investor.

(d)    Investors Credit Decision . Each Investor acknowledges that it has, independently and without reliance upon the Agent or any other Investor and based on the financial information and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Operative Documents and the Purchase Agreement. Each Investor also acknowledges that it will, independently and without reliance upon the Agent or any other Investor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Operative Documents and the Purchase Agreement.

(e)    Successor Agents . The Agent may resign at any time by giving written notice thereof to the Investors and the Grantors. Upon any such resignation, the Majority Investors shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Investors, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Investors, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent and, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Investors may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement and the other Operative Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Operative Documents. If within 45 days after written notice is given of

the retiring Agent’s resignation under this Section 5(e) no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Operative Documents and (c) the Majority Investors shall thereafter perform all duties of the retiring Agent under the Operative Documents until such time, if any, as the Majority Investors appoint a successor Agent as provided above. After any retiring Agent’s resignation hereunder as the Agent shall have become effective, the provisions of this Section 5(e) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.

(f)    Agent's Rights Regarding Collateral . At any time and from time to time, the Agent may, to the extent necessary or desirable to protect the security hereunder, but the Agent shall not be obligated to: (a) (whether or not an Event of Default has occurred) itself or through its representatives, at its own expense (which shall be payable by Grantors under Section 19), upon reasonable prior notice and at such reasonable times during usual business hours, visit and inspect any of the Grantors' properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and discuss the business, operations, properties and financial and other condition of any of the Grantors with officers of such Grantors and with their accountants or (b) if an Event of Default has occurred and is continuing, at the expense of the Grantors, perform any obligation of any of the Grantors under this Agreement. At any time and from time to time after an Event of Default has occurred and is continuing, at the expense of the Grantors, the Agent may, to the extent necessary or desirable to protect the security hereunder, but the Agent shall not be obligated to: (i) notify obligors of the Collateral that the Collateral has been pledged as security to the Agent; (ii) request from obligors of the Collateral, in the name of the applicable Grantor or in the name of the Agent, information concerning the Collateral and the amounts owing thereon; and (iii) direct obligors under the contracts included in the Collateral to direct their performance to the Agent. Each Grantor shall keep proper books and records and accounts in which full, true and correct entries in conformity with GAAP and all applicable laws (including, without limitation, all applicable regulations, rules and orders) shall be made of all material dealings and transactions pertaining to the Collateral owned by it. The Agent shall at all reasonable times on reasonable prior notice have full access to and the right to audit any and all of Grantors' books and records pertaining to the Collateral, and to confirm and verify the value of the Collateral. The Agent shall not be under any duty or obligation whatsoever to take any action to preserve any rights of or against any prior or other parties in connection with the Collateral, to exercise any voting rights or managerial rights with respect to any Collateral or to make or give any presentments for payment, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor or notices of any other nature whatsoever in connection with the Collateral or the Notes. The Agent shall not be under any duty or obligation whatsoever to take any action to protect or preserve the Collateral or any rights of the Grantors therein, or to make collections or enforce payment thereon, or to participate in any foreclosure or other proceeding in connection therewith. Nothing contained herein or in any consent shall constitute an assumption by the Agent of any of the Grantors' obligations under the contracts assigned hereunder unless the Agent shall have given written notice to the counterpart to such assigned contract of the Agent's intention to assume such contract. Each Grantor shall continue to be liable for performance of its obligations under such contracts.

(g)    Possession of Collateral by the Agent . All the Collateral now, heretofore or hereafter delivered to the Agent shall be held by the Agent in its possession, custody and control. During the existence of an Event of Default, whenever any of the Collateral is in Agent's possession, custody or control, the Agent may use, operate and consume the Collateral, whether for the purpose of preserving and/or protecting the Collateral, or for the purpose of performing any of the Grantors’ obligations with respect thereto, or otherwise so long as consistent with the Operative Documents or transactions contemplated thereby. The Agent may at any time deliver or redeliver the Collateral or any part thereof to the Grantors, and the receipt of any of the same by the Grantors shall be complete and full acquittance

for the Collateral so delivered, and the Agent thereafter shall be discharged from any liability or responsibility arising after such delivery to the Grantors. The Agent shall have no liability for any loss of or damage to any Collateral not in the Agent’s possession, and in no event shall the Agent have liability for any diminution in value of Collateral occasioned by economic or market conditions or events. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession, if such Collateral is accorded treatment substantially equal to that which it accords its own property.

(h)    Agent Appointed Attorney-in-Fact . To the full extent permitted by applicable law, each Grantor hereby irrevocably appoints the Agent as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor, and in the name of such Grantor, or otherwise, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or things during the existence of an Event of Default: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue the perfection of the security interests created by this Agreement and to preserve, maintain and protect the Collateral, including, without limitation, to obtain and adjust insurance required to be paid to the Agent pursuant to Section 17; (b) to do any and every act that such Grantor is obligated to do under this Agreement, including, without limitation, to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (c) to prepare, sign, file and record, in such Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e)  to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any of the Collateral or the protection or enforcement of any of the rights of the Agent with respect to any of the Collateral; and (f) to receive, indorse, and collect any draft or other instruments, documents and chattel paper, in connection with any of the foregoing; provided , however , that the Agent shall be under no obligation whatsoever to take any of the foregoing actions, and the Agent shall have no liability or responsibility for any act or omission (other than the Agent's own gross negligence or willful misconduct) taken with respect thereto.

6.    Payments and Computations .

(a)    Each payment or prepayment of principal or interest on the Notes shall be allocated pro rata among the Investors in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

(b)    The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Investor as consideration for or as an inducement to the entering into by any Investor of any waiver of amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to all Investors then outstanding even if such Investor did not consent to such waiver or amendment, so long as such waiver or amendment was consented to by the requisite Investors.

7.    Sharing of Payments, Etc .

8.    Further Assurances .

(a)    At any time and from time to time at the reasonable written request of the Agent, each Grantor shall promptly execute and deliver to the Agent, at such Grantor's expense, all such financing statements and other instruments, certificates and documents (including account control agreements) in form and substance reasonably satisfactory to the Agent, and perform all such other acts as shall be necessary or reasonably desirable to fully perfect or protect or maintain, when filed, recorded, delivered or performed, the Agent's security interests granted pursuant to this Agreement or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall: (i) at the request of the Agent, mark conspicuously each document included in the Inventory and each chattel paper relating to the Receivables, each Related Contract, and all instruments and other documents and each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Agent, indicating that such document, chattel paper, Related Contract, instrument or Collateral is subject to the security interest granted hereby, (ii) at the request of the Agent, if any account or contract or other writing relating thereto shall be evidenced by a promissory note or other instrument, deliver and pledge to the Agent hereunder, such note or other instrument duly endorsed and accompanied by duly executed undated instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent; (iii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Agent may reasonably request, in order to perfect and preserve, with the required priority, the security interests granted, or purported to be granted hereby, (iv) upon any Grantor’s registration or application of any copyright under the Copyright Act, execute and deliver promptly and in any event, within 5 days of registration or application, to the Agent for recordation and filing in the United States Copyright Office a Grant of Security Interest, in the form of Exhibit B attached hereto, (v) upon any Grantor’s registration or application of any Patent or Mark, execute and deliver promptly and in any event, with 5 days of registration or application, to the Agent for recordation and filing in the United States Patent and Trademark Office a Grant of Security Interest, in the form of Exhibit B attached hereto, (vi) with respect to any license or agreement in which any Grantor now has or hereafter acquires an interest which by its terms prohibits assignment, upon the Agent’s request such Grantor will use its commercially reasonable efforts to procure the consent of the counterpart party thereto, (vii) deliver and pledge to the Agent, certificates representing Pledged Securities, accompanied by undated stock powers executed in blank, and (viii) take all action necessary to ensure that the Agent has control of Collateral consisting of deposit accounts, electronic chattel paper, investment property, letter-of-credit rights and transferable records as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and in Section 16 of UETA.

(b)    Each Grantor hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto (including, without limitation, one or more financing statements indicating that such financing statement covers all assets or all property (or words of similar effect) of such Grantor), relative to the Collateral (or any part thereof), in each case without the signature of such Grantor (and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement) where permitted by law. A

carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof sha