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INSTRUCTIONS 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.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
/ / To TENDER the following principal amount of Old Notes held by you for
the account of the undersigned (insert amount of Old Notes to be
tendered, if any):
$ principal amount of Old Notes.
/ / 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 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
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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. 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 an "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): _______________________________________________
Signature(s): ______________________________________________________________
Name(s) ____________________________________________________________________
(PLEASE PRINT):
Address: ___________________________________________________________________
Telephone Number: __________________________________________________________
Taxpayer Identification or Social Security Number: _________________________
Date: ______________________________________________________________________
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