[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





{PAGE}



    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

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