ACCOUNTS RECEIVABLE PURCHASE AGREEMENT



      This Accounts  Receivable  Purchase Agreement (the "Agreement") is made on

this _____ day of  _______________,  2002 by and between  SILICON VALLEY BANK, a

California  chartered  bank, with its principal place of business at 3003 Tasman

Drive,  Santa Clara,  California 95054 and with a loan production office located

at One  Newton  Executive  Park,  Suite 200,  2221  Washington  Street,  Newton,

Massachusetts  02462,  doing  business  under  the name  "Silicon  Valley  East"

("Buyer"), and LOG ON AMERICA, INC., a Delaware corporation ("Seller"), with its

chief executive office at One Cookson Place, Providence, Rhode Island 02903.



      1.  Definitions.  When used  herein,  the  following  terms shall have the

following meanings.



      1.1 "Account  Balance"  shall mean,  on any given day, the gross amount of

all Purchased Receivables unpaid on that day.



      1.2 "Account Debtor" shall have the meaning set forth in the Massachusetts

Uniform  Commercial  Code and shall  include any Person  liable on any Purchased

Receivable,  including  without  limitation,  any  guarantor  of  the  Purchased

Receivable and any issuer of a letter of credit or banker's acceptance.



      1.3 "Adjustments" shall mean all discounts, allowances, returns, disputes,

counterclaims,  offsets,  defenses,  rights of  recoupment,  rights  of  return,

warranty  claims,  or short  payments,  asserted  by or on behalf of any Account

Debtor with respect to any Purchased Receivable.



      1.4  "Administrative  Fee" shall have the  meaning as set forth in Section

3.3 hereof.



      1.5 "Advance" shall have the meaning set forth in Section 2.2 hereof.



      1.6 "Advance Rate" shall mean eighty percent  (80%).  Notwithstanding  the

foregoing,  the Buyer may change the Advance  Rate from time to time in its sole

discretion.



      1.7 "Collateral"  shall mean any and all collateral  granted by the Seller

to Buyer or arising under the Massachusetts  Uniform Commercial Code, now, or in

the future, including, without limitation, the property described on Exhibit A.



      1.8  "Collections"  shall mean all good funds received by Buyer from or on

behalf of an Account Debtor with respect to Purchased Receivables.



      1.9  "Compliance  Certificate"  shall mean a  certificate,  in the form of

Exhibit  B  attached  hereto,  which  contains  the  certification  of the chief

financial officer of Seller that, among other things,  the  representations  and

warranties  set forth in this Agreement are true and correct as of the date such

certificate is delivered.



      1.10 "Early Termination Fee" is defined in Section 4.5.



      1.11  "Event of  Default"  shall have the  meaning  set forth in Section 9

hereof.



      1.12 "Facility  Amount" is One Million  Dollars  ($1,000,000.00),  or such

lesser amount as determined by Buyer in its sole and absolute discretion.



      1.13 "Facility Fee" is defined in Section 3.4.



      1.14 "Facility Period" is the period beginning on this date and continuing

until one year from the date of this Agreement,  unless the period is terminated

sooner by Buyer with notice to Seller or by Seller pursuant to Section 4.5.





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      1.15  "Finance  Charges"  shall have the  meaning set forth in Section 3.2

hereof.



      1.16 "Good Faith  Deposit" shall have the meaning set forth in Section 3.7

hereof.



      1.17 "Invoice  Transmittal"  shall mean a writing  signed by an authorized

representative  of Seller which  accurately  identifies  the  Receivables  which

Buyer, at its election,  may purchase, and includes for each such Receivable the

correct amount owed by the Account  Debtor,  the name and address of the Account

Debtor, the invoice number, the invoice date and the account code.



      1.18  "Material  Adverse  Change " is:  (i) a material  impairment  in the

perfection or priority of Buyer's security  interest in the Collateral or in the

value of such  Collateral;  or (ii) a material  adverse  change in the business,

operations,  or condition  (financial or  otherwise)  of the Seller;  or (iii) a

material  impairment  of  the  prospect  of  repayment  of  any  portion  of the

Obligations;  or (iv) Buyer determines,  based upon information  available to it

and in its  reasonable  judgment,  that there is a  reasonable  likelihood  that

Seller  shall  fail to comply  with one or more of the  financial  covenants  in

Section 6 during the next succeeding financial reporting period.



      1.19  "Obligations"  shall mean all  advances,  financial  accommodations,

liabilities, obligations, covenants and duties owing, arising, due or payable by

Seller to Buyer of any kind or nature,  present or future,  arising  under or in

connection  with  this  Agreement  or under any other  document,  instrument  or

agreement,  whether or not evidenced by any note, guarantee or other instrument,

whether  arising  on  account  or  by  overdraft,  whether  direct  or  indirect

(including  those  acquired by assignment)  absolute or  contingent,  primary or

secondary,  due or to become due,  now owing or hereafter  arising,  and however

acquired;   including,   without  limitation,  all  Advances,  Finance  Charges,

Administrative  Fees, Facility Fee, Early Termination Fee, interest,  Repurchase

Amounts,  fees,  expenses,  professional  fees and attorneys' fees and any other

sums chargeable to Seller hereunder or otherwise.



      1.20 "Person" shall mean any individual, sole proprietorship, partnership,

limited  liability  company,  joint  venture,  company,  trust,   unincorporated

organization, association, corporation, institution, public benefit corporation,

firm, joint stock company, estate, entity or government agency.



      1.21 "Prime Rate" shall mean Buyer's most recently announced "prime rate,"

even if it is not Buyer's lowest rate.  Except as otherwise  provided  elsewhere

herein,  any  Advances  made  hereunder  based on the  Buyer's  Prime Rate shall

increase or decrease with the changes in the Buyer's Prime Rate.



      1.22 "Purchased Receivables" shall mean all Receivables arising out of the

invoices  and other  agreements  identified  on or  delivered  with any  Invoice

Transmittal  delivered by Seller to Buyer which Buyer elects to purchase and for

which Buyer makes an Advance.



      1.23  "Receivables"  shall mean all those accounts,  receivables,  chattel

paper, instruments,  contract rights, documents, general intangibles, letters of

credit,  drafts,  bankers  acceptances,  and rights to payment, and all proceeds

thereof.



      1.24  "Reconciliation  Date"  shall  mean  the last  calendar  day of each

Reconciliation Period.



      1.25 "Reconciliation Period" shall mean each calendar month of every year.



      1.26 "Refund" shall have the meaning set forth in Section 3.6 hereof.



      1.27  "Repurchase  Amount" shall have the meaning set forth in Section 4.2

hereof.



      1.28 "Reserve" shall have the meaning set forth in Section 2.4 hereof.





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      1.29 "Subsidiary" of any Person is any corporation,  partnership,  limited

liability company, joint venture or any other business entity of which more than

50% of the  voting  stock  or other  equity  interests  is owned or  controlled,

directly or indirectly, by the Person or one or more affiliates of the Person.



      2. Purchase and Sale of Receivables.



      2.1 Offer to Sell  Receivables.  During the Facility Period,  and provided

that  there  does not then  exist any Event of  Default  or any event  that with

notice,  lapse of time or otherwise  would  constitute an Event of Default,  and

provided  that Seller is in  compliance  with the terms and  conditions  hereof,

Seller may request that Buyer  purchase  Receivables  and Buyer may, in its sole

discretion,  elect to purchase  Receivables.  Seller  shall  deliver to Buyer an

Invoice  Transmittal  with  respect to any  Receivable  for which a request  for

purchase is made. An authorized representative of Seller shall sign each Invoice

Transmittal  delivered  to Buyer.  Buyer  shall be  entitled  to rely on all the

information  provided by Seller to Buyer on or with the Invoice  Transmittal and

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