THIS RIGHT-OF-WAY ENTRY AGREEMENT ("Agreement") is made and entered into this 15th day of August, 2000 by and among (i) Norfolk Southern Railway Company ("Railroad"), a Virginia corporation, (ii) Thoroughbred Technology and Telecommunications, Inc. ("T-Cubed"), a Virginia corporation, and (iii) North American Infotech, LLC ("NAIT"), a Delaware limited liability company.

WHEREAS, contemporaneously herewith, NAIT and T-Cubed have entered into a Fiber Optic Conduit Agreement, pursuant to which T-Cubed will install a Conduit System in the Segment and NAIT will purchase the NAIT Ducts included therein;

WHEREAS, as a result of the Fiber Optic Conduit Agreement, Railroad will obtain the use of a continuous pair of dedicated Optical Fibers ("Dedicated Fibers") in one of the Cables in the NAIT Ducts throughout the Segment for railroad-related voice, data and SCADA communications and other unrestricted T-Cubed purposes;

WHEREAS, during the term of the Fiber Optic Conduit Agreement, NAIT, its employees, agents and contractors may from time to time require entry upon and access to Railroad's property (the "Property") in order to inspect T-Cubed's construction activities prior to their completion and for other purposes; and

WHEREAS, Railroad, T-Cubed and NAIT desire to provide for such entry and access pursuant to the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual promises, covenants, undertakings and other consideration set forth in this Agreement, Railroad and NAIT agree as follows:

ARTICLE 1
DEFINED TERMS

To the extent capitalized terms used herein have been defined in the___________, 2000 Fiber Optic Conduit Agreement ("Fiber Optic Conduit Agreement"), between T-Cubed and NAIT, they shall have the meanings assigned to them in those agreements, unless otherwise herein dictated by specification or context. All other capitalized terms used herein shall have the meanings assigned to them in this Agreement.

ARTICLE 2
TERM

The term of this Agreement shall be coterminous with the term of the Fiber Optic Conduit Agreement.

ARTICLE 3
RIGHT OF ENTRY

Railroad consents and agrees that NAIT, its employees, agents and duly authorized contractors may enter upon the Property in order to conduct inspections and other activities incidental to the Fiber Optic Conduit Agreement (collectively, the "Work").

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