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INSTRUCTION TO REGISTERED HOLDER OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
FOR
13.75% SENIOR NOTES DUE 2010
OF
PF.NET COMMUNICATIONS, INC.
The undersigned hereby acknowledges receipt of the Prospectus dated
________, 2000 (the "Prospectus"), of PF.Net Communications, Inc., a Delaware
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal") that together constitute the Company's offer (the
"Exchange Offer"). Capitalized terms used but not defined herein have the
meanings assigned to them in the Prospectus and the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to
the Exchange Offer with respect to the 13.75% Senior Notes due 2010 (the "Old
Notes") held by you for the account of the undersigned.
The principal amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):
$ principal amount of Old Notes.
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With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
/ / To TENDER the following principal amount of Old Notes (including
the guarantees thereof) held by you for the account of the
undersigned (insert amount of Old Notes to be tendered, if any):
$ principal amount of Old Notes.
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/ / NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized:
(a) to make, on behalf of the undersigned (and the undersigned, by
its signature below, hereby makes to you), the representations and
warranties contained in the Letter of Transmittal that are to be made
with respect to the undersigned as a beneficial owner, including but
not limited to the representations that (i) the New Notes or book-entry
interests therein to be acquired by the undersigned (the "Beneficial
Owner(s)") in connection with the Exchange Offer are being acquired by
the undersigned in the ordinary course of business of the undersigned,
(ii) the undersigned is not participating, does not intend to
participate, and has no arrangement or understanding with any person to
participate, in the distribution of the New Notes, (iii) if the
undersigned is a resident of the State of California, it falls under
the self-executing institutional investor exemption set forth under
Section 25102(i) of the Corporate Securities Law of 1968 and Rules
260.102.10 and 260.105.14 of the California Blue Sky Regulations, (iv)
if the undersigned is a resident of the Commonwealth of Pennsylvania,
it falls under the self-executing institutional investor exemption set
forth under Sections 203(c), 102(d) and (k) of the Pennsylvania
Securities
<PAGE>
Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations
and an interpretive opinion dated November 16, 1985, (v) the
undersigned acknowledges and agrees that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is participating in the Exchange Offer
for the purpose of distributing the New Notes must comply with the
registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the New Notes or
interests therein acquired by such person and cannot rely on the
position of the staff of the Commission set forth in certain no-action
letters, (vi) the undersigned understands that a secondary resale
transaction described in clause (v) above and any resales of New Notes
or interests therein obtained by such holder in exchange for Old Notes
or interests therein originally acquired by such holder directly from
the Company should be covered by an effective registration statement
containing the selling security holder information required by Item 507
or Item 508, as applicable, of Regulation S-K of the Commission and
(vii) the undersigned is not an "affiliate," as defined in Rule 405
under the Securities Act, of the Company or any of the Guarantors. Upon
a request by the Company, a holder or beneficial owner will deliver to
the Company a legal opinion confirming its representation made in
clause (vii) above. If the undersigned is a broker-dealer (whether or
not it is also an "affiliate") that will receive New Notes for its own
account pursuant to the Exchange Offer, the undersigned represents that
the Old Notes to be exchanged for the New Notes were acquired by it as
a result of market-making activities or other trading activities, and
acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the
undersigned does not and will not be deemed to admit that is and
"underwriter" within the meaning of the Securities Act;
(b) to agree, on behalf of the undersigned, as set forth in the
Letter of Transmittal; and
(c) to take such other action as necessary under the Prospectus or
the Letter of Transmittal to effect the valid tender of such Old Notes.
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SIGN HERE
Name of Beneficial Owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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