UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
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[X] Definitive Proxy Statement
[_] Definitive Additional Materials

LOG ON AMERICA, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Page 1

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SEC 1913 (3-99)

LOG ON AMERICA, INC.
One Cookson Place, 6th Floor
Providence, Rhode Island 02903

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 2001

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April 26, 2001

Dear Stockholder:

We are pleased to invite you to attend the annual meeting of stockholders of
Log On America, Inc., which will be held in the Rotunda Room at the Rhode Island
Convention Center, One Sabin Street, Providence, Rhode Island at 10:30 a.m.
local time on Tuesday, May 29, 2001.

Enclosed you will find a 2000 annual report, a notice of annual meeting, a
proxy statement and a proxy card to be used in connection with the meeting. The
matters to be acted on at the meeting are described in the proxy statement. We
hope that you will be able to attend the meeting. Whether or not you plan to
attend, please take the time to vote by completing and mailing the enclosed
voting form to us.

The board of directors and the management of Log On America, Inc. look
forward to seeing you at the meeting.

Sincerely,

David R. Paolo,
Chairman of the Board of Directors,
President and Chief Executive Officer

LOG ON AMERICA, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 2001

To the Stockholders of Log On America, Inc.:

You are invited to attend the annual meeting of stockholders of Log On
America, Inc. ("Log On," "our", "we" or "us"), a Delaware corporation, to be
held on May 29, 2001, at 10:30 a.m. local time in the Rotunda Room at the Rhode
Island Convention Center, One Sabin Street, Providence, Rhode Island for the
following purposes:

1. To elect eight directors to our board of directors to serve until their
respective successors are duly elected and qualified.

2. To approve the issuance of our common stock to certain officers,
directors and key employees of Log On.

3. To ratify the appointment of Ernst & Young LLP as our independent
auditors.

4. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Only stockholders of record at the close of business on March 30, 2001 (the
"Record Date") are entitled to notice of and to vote at the meeting.

A proxy statement and proxy are enclosed with this notice. We have also
enclosed a copy of: (a) our 2000 annual report for the fiscal year ended
December 31, 2000; and (b) a form of our audit committee charter.

Please advise Log On's transfer agent, Continental Stock Transfer & Trust
Company, Two Broadway, New York, New York 10004 of any change in your address.

ALL STOCKHOLDERS OF RECORD ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. TO ENSURE YOUR SHARES ARE REPRESENTED AT THE MEETING, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE
POSTAGE PAID ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING IN PERSON. YOU MAY REVOKE YOUR PROXY STATEMENT AT ANY TIME BEFORE IT HAS
BEEN VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE MEETING MAY VOTE
IN PERSON EVEN IF THE STOCKHOLDER PREVIOUSLY RETURNED A PROXY.

By Order of the Board of Directors,

Raymond E. Paolo
Executive Vice President and
Secretary

Providence, RI
April 26, 2001

LOG ON AMERICA, INC.
One Cookson Place, 6th Floor
Providence, Rhode Island 02903

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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
May 29, 2001

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the board of directors of Log On
for the 2001 annual meeting of stockholders to be held on May 29, 2001, at 10:30
a.m. local time, in the Rotunda Room at the Rhode Island Convention Center, One
Sabin Street, Providence, Rhode Island, or any continuation or adjournment
thereof. At the meeting, the stockholders will be asked to vote on proposals,
which are listed in the accompanying notice of annual meeting of stockholders
and described in more detail below.

This proxy statement and the enclosed proxy card are being mailed on or about
April 26, 2001, to all stockholders entitled to vote at the meeting. Log On's
annual report for the fiscal year ended December 31, 2000, including financial
statements, is being mailed to all stockholders entitled to vote at the annual
meeting. The annual report does not constitute a part of the proxy soliciting
materials.

Record Date; Outstanding Shares

Only stockholders of record at the close of business on March 30, 2001 are
entitled to receive notice of and to vote at the meeting. The outstanding voting
securities of our stockholders of record consisted of 8,795,704 shares of common
stock, $.01 par value, and the holders of these shares will be entitled to one
vote per share. Log On has no other voting securities.

Revocability of Proxies

If you attend the meeting, you may vote in person, regardless of whether you
have submitted a proxy. Any person giving a proxy in the form accompanying this
proxy statement has the power to revoke it at any time before it is voted. It
may be revoked by filing, with the corporate secretary of Log On at its
principal offices, One Cookson Place, 6th Floor, Providence, Rhode Island 02903,
a written notice of revocation or a duly executed proxy bearing a later date, or
it may be revoked by attending the meeting and voting in person.

Voting and Solicitation

Every stockholder of record is entitled, for each share held, to one vote on
each proposal or item that comes before the meeting. There are no cumulative
voting rights. By submitting your proxy, you authorize Kenneth M. Cornell, David
R. Paolo, and Raymond E. Paolo and each of them to represent you and vote your
shares at the meeting in accordance with your instructions. Messrs. Cornell, D.
Paolo, and R. Paolo and each of them may also vote your shares to adjourn the
meeting from time to time and will be authorized to vote your shares at any
adjournment of the meeting.

Adjourned Meeting

If a quorum is not present at the scheduled time of the meeting, the
stockholders who are represented at the meeting may adjourn the meeting until a
quorum is present. The time and place of the adjourned meeting will be announced
at the time the adjournment is taken, and no other notice will be given. An
adjournment will have no effect on the business that may be conducted at the
meeting.

Tabulation of Votes

The votes will be tabulated and certified by our transfer agent, Commercial
Stock Transfer & Trust Company.

Voting by Street Name Holders

If you are the beneficial owner of shares held in "street name" by a broker,
the broker, as the record holder of the shares, is required to vote those shares
in accordance with your instructions. If you do not give instructions to the
broker, the broker will nevertheless be entitled to vote the shares with respect
to "discretionary" items but will not be permitted to vote the shares with
respect to "non-discretionary" items (in which case, the shares will be treated
as "broker non-votes").

Quorum; Abstentions; Broker Non-Votes

The required quorum for the transaction of business at the annual meeting is
a majority of the shares of common stock entitled to vote at the annual meeting,
in person or by proxy. Shares that are voted "FOR," "AGAINST" or "WITHHELD FROM"
a matter are treated as being present at the meeting for purposes of
establishing a quorum and are also treated as shares represented and voting the
votes cast at the annual meeting with respect to such matter.

While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, Log On believes that abstentions should
be counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions are not, however, considered "votes
cast". In the absence of controlling precedent to the contrary, Log On intends
to treat abstentions in this manner. Abstentions are not counted in determining
the number of shares voted for or against any nominee for director, the
ratification or appointment of independent auditor, or any other management or
shareholder proposal.

Under current Delaware case law, while broker non-votes (i.e., the votes of
shares held of record by brokers as to which the underlying beneficial owners
have given no voting instructions) should be counted for purposes of determining
the presence or absence of a quorum for the transaction of business, broker
non-votes should not be counted for purposes of determining the number of votes
cast with respect to the particular proposal on which the broker has expressly
not voted. Log On intends to treat broker non-votes in this manner. Thus, a
broker non-vote will make a quorum more readily obtainable, but the broker
non-vote will not otherwise affect the outcome of the voting on a proposal.

Deadline for Receipt of Stockholder's Proposal

Any stockholder who wishes to present a proposal at the 2002 annual meeting
of stockholders, and who wishes to have such proposal included in our proxy
statement for that meeting, must deliver a copy of such proposal to Raymond E.
Paolo, c/o Log On America, One Cookson Place, Providence, RI 02903; Telephone
number: (401) 459-6297, Email: rpaolo@loa.com, no later than January 21, 2002;
provided, however, that if the 2002 annual meeting of stockholders is held on a
date more than 30 days before or after the corresponding date of the 2001 annual
meeting of stockholders, any stockholder who wishes to have a proposal included
in our proxy statement for that meeting must deliver a copy of the proposal to
us a reasonable time before the proxy solicitation is made. We reserve the right
to decline to include in our proxy statement any stockholder's proposal that
does not comply with the rules of the Securities and Exchange Commission for
inclusion therein.

SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of March 30, 2001, the Record Date, the
number and percentage of outstanding shares of common stock beneficially owned
by each person who beneficially owns:

o more than 5% of the outstanding shares of our common stock;

o each of our directors and the executive officers named in the summary
compensation table below; and

o all of our officers and directors as a group.

Except as otherwise noted, the persons named in this table, based upon
information provided by these persons, have sole voting and investment power
with respect to all shares of common stock owned by them. Unless otherwise
indicated, the address of each beneficial owner is c/o Log On America, Inc., One
Cookson Place, 6th Floor, Providence, Rhode Island 02903.

Amount and Percent of
Nature of Share of
Beneficiary Beneficial Common Stock
----------- Ownership(1) Outstanding(1)
------------ --------------

Robert Annunziata(2) .......................... 620,200 7%
Charles F. Cleary(3) .......................... 161,750 1.8
Kenneth M. Cornell(4) ......................... 456,500 5.2
David R. Paolo(5) ............................. 2,681,700 30.5
Raymond E. Paolo(6) ........................... 367,500 4.2
David M. Robert(7) ............................ 28,834 *
Joseph R. Paolino, Jr.(8) ..................... 1,500 *
Jerry M. Hultin ............................... 0 *
All executive officers and
Directors as a group(8 persons) ............... 4,317,984 49.1

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* Less than 1% of the outstanding shares of our common stock.
(1) Based upon 8,795,704 shares of common stock issued and outstanding as of
March 30, 2001. The information contained in this table reflects beneficial
ownership, which means generally any person who, directly or indirectly, has
or shares voting power or investment power with respect to a security. In
accordance with the rules promulgated by the Securities and Exchange
Commission, such ownership includes shares currently owned as well as shares
which the named person has the right to acquire beneficial ownership of
within 60 days, including through the exercise of options, warrants or other
rights, or through the conversion of a security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same securities.
(2) Includes 20,200 shares purchased by Atlantic Telecommunications Enterprise
Fund, Inc., and transferred to Robert Annunziata. Also includes three
presently exercisable stock options for 200,000 shares of our common stock
at an exercise price of $7.59, $3.50, and $.875.
(3) Includes the following securities: (i) 7,750 shares of our common stock;
(ii) 25,000 shares of our common stock issuable under our presently
exercisable stock options at an exercise price of $7.59; 87,500 shares of
our common issuable under our presently exercisable stock options at an
exercise price of $13.50; (iii) 34,000 shares of our common stock issuable
under our presently exercisable stock options at an exercise price of $.875;
and (iv) 7,500 shares of our common stock issuable under our stock options
at an exercise price of $5.6875, which will vest as of May 26, 2001.
(4) Includes the following securities: (i) 10,000 shares of our common stock;
(ii) warrants to purchase 45,000 shares of our common stock at a presently
exercisable price of $3.25 per share; (iii) 150,000 shares of our common
stock issuable under our presently exercisable stock options at an exercise
price of $12.75; (iv) 200,000 shares of our common stock issuable under our
presently exercisable stock options at an exercise price of $.625; (iv)
34,000 shares of our common stock issuable under our presently exercisable
stock options at an exercise price of $.875; and (v) 17,500 shares of our
common stock issuable under our stock options at an exercise price of
$5.6875, which will vest as of May 26, 2001. Mr. Cornell has no voting power
with respect to the shares underlying the warrants until the shares are
purchased.
(5) Includes the following securities: (i) 2,439,700 shares of our common stock;
(ii) 200,000 shares of our common stock issuable under our presently
exercisable stock options at an exercise price of $.625; and (iii) 42,000
shares of our common stock issuable under our presently exercisable stock
options at an exercise price of $.875.

(footnotes continued on next page)

(6) Includes the following securities: (i) 201,000 shares of our common stock;
(ii) 25,000 shares of our common stock issuable under our presently
exercisable stock options at an exercise price of $15.125; (iii) 100,000
shares of our common stock issuable under our presently exercisable stock
options at an exercise price of $.625; (iv) 34,000 shares of our common
stock issuable under our presently exercisable stock options at an exercise
price of $.875; and (v) 7,500 shares of our common stock issuable under our
stock options at an exercise price of $5.6875, which will vest as of May 26,
2001.
(7) Includes the following securities: (i) 8,000 shares of our common stock;
(ii) 10,000 shares of our common stock issuable under our presently
exercisable stock options at an exercise price of $16.50; (iii) 8,334 shares
of our common stock issuable under our presently exercisable stock options
at an exercise price of $.875; and (iv) 2,500 shares of our common stock
issuable under our presently exercisable stock options at an exercise price
of $12.25.
(8) Includes 1,500 shares of our common stock.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of all current directors of
Log On and all persons nominated or chosen to become directors along with their
position, offices and term.

Director
Name of Nominee Age Position with Log On America Since
- --------------- --- ---------------------------- -----

David R. Paolo(3)...................... 33 Chairman, President, Chief Executive Officer and Director 1998
Raymond E. Paolo....................... 55 Executive Vice President, Secretary and Director 1998
Kenneth M. Cornell(1)(2)(3)............ 32 Chief Financial Officer, Treasurer and Director 1999
Charles F. Cleary...................... 53 Chief Operating Officer and Director 2000
Robert Annunziata(3)(4)................ 53 Director 2000
David M. Robert(1)(2).................. 39 Director 1999
Joseph R. Paolino, Jr.(2).............. 46 Director 2001
Jerry M. Hultin(1)..................... 58 Director 2001

- ---------------
(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the mergers and acquisitions committee.
(4) Member of the advisory board.

MEETINGS AND CERTAIN COMMITTEES OF OUR BOARD

Our board of directors held a total of five meetings during the fiscal year
ended December 31, 2000. In addition, our board of directors acted five times by
unanimous consent during the fiscal year ended December 31, 2000. Of the five
meetings held during the fiscal year ended December 31, 2000, three of the
meetings had 100% board member attendance while the other two meetings each had
a single board member absent. During the fiscal year ended December 31, 2000,
each of the then directors attended 75% of the aggregate number of committee
meetings, if any, on which such director served.

Audit Committee

The board of directors created the audit committee on February 28, 1999. As
set forth in our Audit Committee Charter, a copy of which is attached as
Appendix A, the audit committee is responsible for, among other things, (a)
reviewing reports of financial results and audits, (b) internal controls, and
(c) adherence to its Business Conduct Guidelines in compliance with federal
procurement laws and regulations. The committee recommends to the board of
directors the selection of Log On's outside auditors and reviews their
procedures for ensuring their independence with respect to the services
performed for Log On.

The Audit Committee held four regular meetings during 2000. The audit
committee is currently composed of Mr. Robert (Chairman), Mr. Cornell, and Mr.
Hultin. Shastri Divakaruni resigned from the audit committee effective
February 12, 2001. All of the members of the audit committee except Mr.
Cornell are independent directors as defined by Rule 4200(a)(15) of the
National Association of Securities Dealers listing standards. Mr. Cornell is
an employee and officer of Log On and is thus not independent as defined by
Rule 4200(a)(15) of the National Association of Securities Dealers listing
standards. Mr. Cornell was elected to the audit committee in August, 1999. Mr.
Cornell was selected as a member of the audit committee because of his
experience and knowledge of corporate financial and accounting matters.

The audit committee has reviewed and discussed the audited financials with
management and the matters required to be discussed by SAS 61. The committee has
also received the written disclosures and the letter from its independent
accountants required by Independence Standards Board Standard No. 1, and has
discussed with its independent accountant the independent accountant's
independence. Based on a review of the foregoing, the audit committee
recommended to the board of directors that the audited financial statements be
included in Log On's 2000 annual report on Form 10-KSB. The audit committee met
in February 2001 to review results of the 2000 audit.

Compensation Committee

The board of directors created the compensation committee on August 2, 1999.
The compensation committee currently consists of directors Mr. Paolino
(Chairman), Mr. Cornell, and Mr. Robert. Mr. R. Paolo resigned from the
compensation committee effective January 25, 2001. The compensation committee
held three regular meetings during 2000. The compensation committee is
responsible for setting forth and approving any and all compensation packages,
including stock options under our stock option plans, for the executive
officers as the compensation committee deems is desirable and necessary, while
mindful of and guided by industry standards.

Mergers and Acquisition Committee

The board of directors created the mergers and acquisitions committee on
August 2, 1999. The mergers and acquisitions committee currently consists of
Mr. D. Paolo (Chairman), Mr. Annunziata, and Mr. Cornell. The mergers and
acquisitions committee met once during the last fiscal year. The mergers and
acquisitions committee seeks targets of opportunity by way of merger and
acquisition. The committee has authority to approve transactions up to an
aggregate of $10 million under such terms and conditions as the committee
deems desirable and necessary for the benefit of Log On.

Advisory Board

The advisory board was established on April 18, 2000 as a committee of the
board of directors. The advisory board currently consists of Mr. Annunziata, who
serves as its Chairman. The advisory board was established to pursue various
strategic initiatives designed to accelerate Log On's growth, including
enhancing the coverage of analysts, introducing possible investors, and
providing counsel on strategic investments or affiliations.

Compensation of Directors

During 2000, each director of Log On who was neither an officer, employee or
affiliate of Log On was entitled to receive a $2,500 attendance fee for each
meeting of the board of directors in which the non-employee director attended in
person or a $1,000 fee for each meeting attended by the non-employee director by
telephone conference call. Non-employee directors do not currently receive any
additional fees for attending meetings of any committee of the board on which
they serve. Non-employee directors are eligible to participate in and receive
stock options under our stock option plans. Directors who are employees receive
no fees for attending meetings of the board or any committee thereof. All
directors are entitled to reimbursement of out-of-pocket expenses incurred in
connection with attendance at meetings of the board and any committee on which
they serve.

During the fiscal year ended December 31, 2000, Mr. Robert, who is a non-
employee director, received options under our 1999 stock option plan to purchase
10,000 shares of our common stock at an exercise price of $16.50 per share.

On May 16, 2000, Mr. Annunziata, a non-employee director, received options
under our 1999 stock option plan to purchase 200,000 shares of our common stock
at an exercise price of $7.59 per share. On August 11, 2000, Mr. Annunziata
received options under our 1999 stock option plan to purchase 200,000 shares of
our common stock at an exercise price of $3.50 per share. On January 9, 2001,
Mr. Annunziata received stock options under our 1999 stock option plan to
purchase 200,000 shares of our common stock at an exercise price of $.875 per
share.

For each full year of service Mr. Annunziata provides after the first year of
service, he is entitled to receive stock options, at the discretion of the board
of directors. After one full year of service, however, Mr. Annunziata shall be
entitled to stock options to purchase 75,000 shares of our common stock at an
exercise price equal to 85% of the ten day average closing bid price of our
common stock prior to the date of the grant and ending and including the date of
such grant. The stock options shall be exercisable for a period of ten years so
long as Mr. Annunziata remains affiliated with Log On. In the event his
affiliation with Log On is terminated, the stock options shall be exercisable
for a period of five years after such termination but in no event longer than
ten years from the date of the grant.

REPORT OF THE COMPENSATION COMMITTEE

This report outlines the framework used for making compensation decisions.
Management's compensation philosophy and the criteria used for making
compensation decisions in fiscal 2000 regarding the Chief Executive Officer and
the other named executive officers is set forth below.

Framework of our Compensation Decisions

The board of directors has overall responsibility for compensation and
benefit programs. The board created the compensation committee on August 2, 1999
to facilitate its fulfilment of this responsibility. The committee administers
our salary program and recommends to the board of directors grants of stock
options under our stock option plans. The committee specifically reviews and
recommends for board approval all decisions relating to the compensation of the
Chief Executive Officer and other named executive officers.

Philosophy of Management Compensation

We have an aggressive goal to significantly improve shareholder value by
being an industry growth leader. The committee recognizes that the compensation
program must enable us to attract, retain, and motivate employees who are
committed to creating shareholder value.

Criteria Used for Making Compensation Decisions in Fiscal 2000

Before the establishment of the compensation committee in 1999, compensation
affecting the Chief Executive Officer and other executive officers was based on
individual employment agreements and any bonuses were reflective of an
individual's performance during the year and that individual's current
compensation compared to competitive market practices.

In 2000, the committee, with the assistance of an outside consulting firm,
reviewed and compared various executive compensation programs established by
competitors in our industry to determine whether compensation levels for our
executive officers were consistent with competitive practice for companies in
the same line of business. The committee reviewed base salaries, bonuses and
whether executive officers were granted stock options at these comparable
companies. The committee believed that these levels should serve as a barometer
of the compensation levels to which our executive compensation should be
compared. While the base compensation for our executives is below industry
standards, the committee did not consider an increase in base compensation for
our executives for 2001.

Bonuses

For 2000, bonuses were awarded to each of the executive officers named in the
summary compensation table below based on the successful achievement of specific
quantitative and qualitative measures including: growth in revenue run rates and
customer accounts, and managing major change initiatives. Bonuses consisted of
common stock (subject to shareholder approval under Proposal 2 herein) and
deferred pay (subject to the ability to pay as reviewed by the compensation
committee).

Stock Options

In 2000, the committee recommended and the board approved grants of incentive
stock options to certain of the executive officers named in the summary
compensation table below. The shares of our common stock issuable under our
stock options shall vest at the end of two years commencing on the date the
option was granted. None of the options granted in 2000 to our executive
officers are exercisable until one year after the date of grant.

Chief Executive Officer

In evaluating the performance of the David R. Paolo, our Chief Executive
Officer, the committee noted that in fiscal 2000 all quantifiable objectives
were met or exceeded. The committee further noted the accomplishment of evolving
Log On's business to a solutions-centric Integrated Network Services Provider,
offering digital IP transport and integrated network solutions to businesses;
favorably influencing the community's perception of Log On as a New England
leader in telecommunications; implementing a process-based organization; and
hiring new leaders with a common predilection for accelerated movement toward
profitable growth.

The committee recommended and the board approved a bonus of $178,750, while
holding Mr. Paolo's base salary constant at $275,000. Mr. Paolo used the bonus
award as an offset to an August 16, 2000 promissory note to us in the amount of
$500,000. The promissory note is secured by a pledge from Mr. Paolo of 500,000
shares of our common stock. Since Mr. Paolo chose to apply the bonus to his
promissory note, the balance on the note is $321,250 and the pledge is reduced
to 321,250 shares.

Compensation Committee
- ----------------------
Joseph R. Paolino, Jr.
Kenneth M. Cornell
David M. Robert

EXECUTIVE COMPENSATION

The compensation paid to our executive officers is administered by the
compensation committee of the board of directors and consists of base salaries,
annual bonuses, contributions to the Log On-sponsored 401(k) retirement plan and
miscellaneous benefits. The following table summarizes the total compensation
for each of the last three fiscal years awarded to, earned by or paid to Log
On's named executive officers consisting of its Chief Executive Officer and the
most highly compensated executive officers of Log On (other than the Chief
Executive Officer) who were serving as executive officers at the end of fiscal
2000. No other officer received compensation in excess of $100,000 for each of
fiscal years ended 1997 and 1998.

For the years ended December 31, 1998, and 1999, Mr. D. Paolo was
compensated or received advances in the amount of $117,927, and $302,900,
respectively. On May 15, 1998, Mr. D. Paolo and Mr. R. Paolo executed
promissory notes to us in the amount of $77,617 and $47,895, respectively.
Pursuant to the terms of the notes, we agreed to forgive twenty five percent
of the principal amount of each note per year. The amount forgiven for Mr. D.
Paolo in 2000 was $19,404 and is included in the table below under "All Other
Compensation" along with $10,784 for a car allowance. The amount forgiven for
Mr. R. Paolo in 2000 was $11,974 and is included in the table below under "All
Other Compensation" along with $8,400 for a car allowance.

The amount under "All Other Compensation" for Mr. Cornell represents $13,334
for a car allowance and $160,062 for relocation expenses. The amount under
"All Other Compensation" for Mr. Cleary represents $8,400 for a car allowance.

Summary Compensation Table

Long-Term
Compensation
Annual Compensation Awards
------------------------------------ ---------------------
Name and Principal Position Annual Other Annual Securities Underlying All Other
- --------------------------- Year Salary($) Bonus($) Compensation Options(#)(1) Compensation($)
---- --------- -------- ------------ --------------------- ---------------

David R. Paolo .......................... 2000 274,039 178,750 -- -- 30,188
Chairman, President and 1999 161,731 121,765 -- -- 19,404
Chief Executive Officer 1998 90,000 2,500 -- -- 25,427
Raymond E. Paolo ........................ 2000 199,039 120,000 -- 65,000 20,374
Executive Vice President 1999 103,808 80,589 -- -- 11,974
and Secretary 1998 -- -- -- -- --
Kenneth M. Cornell ...................... 2000 199,039 120,000 -- 35,000 173,396
Chief Financial Officer 1999 84,077 30,000 -- 150,000 --
and Treasurer 1998 -- -- -- -- --
Charles F. Cleary ....................... 2000 188,462 169,982 -- 165,000 8,400
Chief Operating Officer 1999 -- -- -- -- --
1998 -- -- -- -- --

- ---------------
(1) Represents stock options under our 1999 stock option plan. A portion of
Messrs. R. Paolo's, Cornell's and Cleary's options are currently
exercisable.

Option Grants During the Year Ended December 31, 2000

The following table provides information with respect to individual stock
options granted by us pursuant to our 1999 Stock Option Plan or otherwise to the
named executive officers during the fiscal year ended December 31, 2000.

Percent of
Number of Total
Securities Options
Underlying Granted to
Options Employees Exercise
Name Granted In Fiscal Price Expiration
- ---- (#) Year(1) ($/Sh) Date
---------- ---------- -------- ----------

David R. Paolo ................................................................ 0 -- -- --
Raymond E. Paolo .............................................................. 50,000 4.66% 15.125 5/26/10
15,000 1.40% 5.69 5/26/10
Kenneth M. Cornell ............................................................ 35,000 3.26% 5.69 5/26/10
Charles F. Cleary ............................................................. 125,000 11.64% 13.50 3/13/10
25,000 2.33% 7.59 5/16/10
15,000 1.40% 5.69 5/26/10

- ---------------
(1) Based on 1,073,590 option shares granted to all employees during the fiscal
year 2000.

Aggregated Option Exercises in 2000 and Fiscal Year End Option Values

The following table provides information as of December 31, 2000 with respect
to options held by each of the executive officers that are named in the summary
compensation table and the value of their unexercised options at fiscal year end
2000.

Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at Fiscal Year End at Fiscal Year End($)(1)
Exercise Realized --------------------------- ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------

David R. Paolo ................... 0 0 0 0 0 0
Raymond E. Paolo ................. 0 0 0 65,000 0 0
Kenneth M. Cornell ............... 0 0 150,000 35,000 0 0
Charles F. Cleary ................ 0 0 75,000 90,000 0 0

- ---------------
(1) Value is determined by subtracting the exercise price from the closing price
of the common stock on the Nasdaq Stock Market on December 29, 2000 ($.3125
per share), multiplied by the number of shares underlying the options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loans

In May 1998, Mr. D. Paolo and Mr. R. Paolo executed promissory notes to us
in the amounts of $77,617 and $47,895, respectively. Under the terms of the
notes, we agreed to forgive twenty five percent of the principal amount for
each note per year. The notes will be completely forgiven in 2002. The notes
do not bear any interest.

On August 16, 2000 Mr. D. Paolo executed a promissory note to us in the
amount of $500,000. The promissory note is secured by a pledge from Mr. D.
Paolo of 500,000 shares of our common stock. For the calendar year 2000, Mr.
D. Paolo was awarded a bonus of $178,750. Mr. D. Paolo applied the bonus to
his promissory note to reduce his balance on the note to $321,250 and reduce
his pledge of shares to 321,250 shares.

Lease Agreement

On January 24, 2000, we entered into a ten-year lease for our corporate
headquarters with Weybosset Hill Investments, LLC. Mr. Paolino, one of our
directors, is the Managing Member of Weybosset Hill Investments, LLC.

CERTAIN AGREEMENTS REGARDING EMPLOYMENT

Employment Agreements

We have entered into employment agreements with each of the named officers.

On January 12, 1998, we amended an employment agreement with Mr. David
Paolo, dated January 3, 1997, to serve as President and Chief Executive
Officer. The term of the agreement is for six years commencing on January 12,
1998. Mr. D. Paolo's base compensation of $91,500 was increased to $124,500
per year upon the consummation of a previous private offering, dated August
28, 1998. Under the terms of the agreement, Mr. D. Paolo will receive an
annual increase in base compensation of ten percent for the term of the
agreement. He received a further increase in his base compensation to $136,950
per year, effective January 1, 1999. After further review of comparable
companies, the compensation committee elected on October 1, 1999 to increase
Mr. D. Paolo's base compensation to $250,000. The compensation committee
further elected to increase Mr. D. Paolo's base compensation to $275,000
effective January 1, 2000. The agreement contains a provision for performance-
based bonuses, including stock options, car allowance, and

club membership. The employment agreement contains a non-compete clause for a
period of two years following the termination of Mr. D. Paolo's employment. A
state court might not enforce or only partially enforce this non-compete
provision. The employment agreement may be terminated upon 90 days written
notice by either party. In addition, if we terminate the agreement without
cause, Mr. D. Paolo may be entitled to receive the balance of any unpaid
salary which would otherwise be payable to him during the remainder of the
term of the agreement.

On January 12, 1998, we entered into an employment agreement with Mr. Raymond
Paolo to serve as our Chief Financial Officer. On January 1, 1999, the agreement
was amended to reflect his current position as Executive Vice President and
Secretary, and his then position as Treasurer. The term of the agreement is for
six years. We increased Mr. R. Paolo's base compensation of $51,500 to $69,500
per year upon the consummation of a previous private offering, dated August 28,
1998. Under the terms and conditions of the agreement, Mr. R. Paolo will receive
an annual increase in base compensation of ten percent for the term of the
agreement. We further increased Mr. R. Paolo's base compensation to $76,450,
effective January 1, 1999. After further review of comparable companies, the
compensation committee elected on October 1, 1999 to increase Mr. R. Paolo's
base compensation to $200,000. The agreement contains a provision for
performance-based bonuses, including non- qualified stock options and car
allowance. The agreement contains a non- compete clause for a period of two
years following the termination of Mr. R. Paolo's employment. A state court
might not enforce or only partially enforce this non-compete provision. The
employment agreement may be terminated upon 90 days written notice by either
party. In addition, if we terminate the agreement without cause, Mr. R. Paolo
may be entitled to receive the balance of any unpaid salary which would
otherwise be payable to him during the remainder of the term of the agreement.

On May 1, 1999, we entered into an employment agreement with Mr. Kenneth
Cornell to serve as Chief Financial Officer. The agreement is for six years.
Under the terms and conditions of the agreement, Mr. Cornell will receive a base
compensation of $90,000 and an increase annually of ten percent, plus such
additional increases as may be approved from time to time by us. After further
review of comparable companies, the compensation committee elected on October 1,
1999 to increase Mr. Cornell's base compensation to $200,000. The agreement
contains a provision for performance-based bonuses, including non- qualified
stock options and car allowance. The agreement contains a non- compete clause
for a period of one year following the termination of Mr. Cornell's employment.
A state court might not enforce or only partially enforce this non-compete
provision. The employment agreement may be terminated upon 90 days written
notice by either party. In addition, if we terminate the agreement without
cause, Mr. Cornell may be entitled to receive the balance of any unpaid salary
which would otherwise be payable to him during the remainder of the term of the
agreement.

On January 4, 2000, we entered into a two-year employment agreement with Mr.
Charles Cleary for the position of Chief Operating Officer reporting directly to
Mr. D. Paolo, our Chairman, President and Chief Executive Officer. The agreement
provides for an annual base salary of $200,000, plus certain additional
performance based compensation up to 60% of Mr. Cleary's base salary. In
addition, Mr. Cleary was granted 125,000 stock options, of which 87,500 are
presently exercisable, with the remaining balance to vest on January 4, 2002.
The agreement contains a non-compete clause for a period of one year following
the termination of Mr. Cleary's employment. A state court might not enforce or
only partially enforce this non-compete provision. The employment agreement may
be terminated upon ten days written notice by either party. In addition, if the
company terminates the agreement without cause, Mr. Cleary may be entitled to
receive a lump sum payment equal to one year's annual base salary.

Other Transactions

We retained the services of the Schattle Group as an employee search firm.
Donald J. Schattle is the President, Chief Executive Officer and principal owner
of the Schattle Group and is the father of Donald J. Schattle II, a Vice
President of Log On. We currently engage the services of Keyprint, Inc. as a
printer for marketing and related materials. Donald J. Schattle was a third
owner of Keyprint until January 2001. In fiscal 2000, total payments to the
Schattle Group and Keyprint were $158,677 and $129,732, respectively, or
$288,409 in the aggregate.

We believe that all of the transactions set forth above with persons
affiliated with us were made on terms no less favorable to us than could have
been obtained from unaffiliated third parties.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who beneficially own more than 10% of any class of our
outstanding common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of the common
stock. Those officers, directors and stockholders are required by the
regulations of the Securities and Exchange Commission to furnish us with copies
of all reports that they file under Section 16(a). To our knowledge, based
solely on a review of the copies of such reports furnished to us and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to those officers, directors and stockholders were
complied with by such persons during fiscal year 2000.

PROPOSALS TO SHAREHOLDERS

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The following sets forth certain information with respect to members of our
board of directors, including incumbent directors (Messrs. D. Paolo, R. Paolo,
Cornell, Cleary, Annunziata and Robert) who have been nominated by the board of
directors for re-election at the annual meeting.

A board of directors consisting of eight directors is to be elected at the
meeting. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for Log On's nominees named below. In the event that any
nominee of Log On is unable or declines to serve as a director at the time of
the annual meeting, the proxies will be voted for any nominee who shall be
designated by the current board of directors to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve as a director.
In the event that additional persons are nominated for election as directors,
the proxy holders intend to vote all proxies received by them in such a manner
as will assure the election of as many of the nominees listed below as possible,
and in such event the specific nominees to be voted for will be determined by
the proxy holders. The term of office of each person elected as a director will
continue until the next annual meeting of stockholders or until a successor has
been duly elected and qualified.

Unless otherwise specified, the enclosed proxy will be voted in favor of the
election of David R. Paolo, Raymond E. Paolo, Kenneth M. Cornell, Charles F.
Cleary, Robert Annunziata, David M. Robert, Joseph R. Paolino, Jr., and Jerry
M. Hultin to our board of directors. It is the intention of the persons named
in the enclosed proxy to vote the proxies for the election of the nominees
named below, unless otherwise specified.

David R. Paolo

David R. Paolo has served as Chairman, President and Chief Executive Officer
of Log On since October 1998. Mr. Paolo was the founder and President of Log
On's predecessor company from 1992 until October 1998. In 1994, Mr. Paolo was
appointed as Ambassador for the Greater Providence Chamber of Commerce. From
1996 to 1998, Mr. Paolo served as Chairman of the NYNEX Advisory Board. Mr.
Paolo, is the son of Raymond E. Paolo, our Executive Vice President and
Secretary.

Raymond E. Paolo

Raymond E. Paolo has served as Executive Vice President and Secretary since
January 1, 1999. Mr. Paolo also served as Treasurer from January 1, 1999 until
May 23, 2000. He was Vice President of Administration from October 1998 to
January 1, 1999. Prior to that, he was Chief Financial Officer of Log On
America's predecessor company from 1992 until November 1998. Mr. Paolo is the
father of David R. Paolo, our Chairman, President and Chief Executive Officer.

Kenneth M. Cornell

Kenneth M. Cornell has served as Chief Financial Officer since November 1998.
He has served as Treasurer since May 23, 2000. Prior to that, Mr. Cornell was
President of Cornell & Associates, Inc., a company providing financial advisory
services. From July 1996 to May 1997, he served as Controller of GTMI
International, Inc. From 1991 to 1996, he worked for Ernst & Young LLP.

Charles F. Cleary

Charles F. Cleary has served as Chief Operating Officer since January 2000.
Mr. Cleary served as Area Vice President and General Manager of AT&T Growth
Markets in the Greater Philadelphia Region from September 1998 to January 2000.
He was Regional Vice President of the Teleport Communications Group, America's
first competitive local exchange carrier, from November 1997 to September 1998.
Mr. Cleary earlier held executive positions with other communications companies
including Metromedia Communications Corporation and ITT Communications Services.

Robert Annunziata

Robert Annunziata has been a director of ours since May 2000 and currently
serves as Chairman of the Board of Velocita Corporation. Mr. Annunziata
previously served as a director and Chief Executive Officer of Global Crossing
from February 1999 through March 2000. From September 1998 to February 1999, Mr.
Annunziata was President of AT&T's business services group, responsible for the
AT&T global network. Prior thereto, Mr. Annunziata was Chairman and Chief
Executive Officer of the Teleport Communications Group from 1983 to 1998.

David M. Robert

David M. Robert has been a director of ours since February 1999 and currently
serves as Senior Vice President of Sales and Marketing for Jasmine Networks, an
optical network equipment provider. From 1985 until 2000, Mr. Robert worked for
Nortel Networks Corporation in various management positions, including Northeast
Regional Sales Vice President, Major Account Sales Vice President, Regional
Sales Director and Software Systems Engineer.

Joseph R. Paolino, Jr.

On January 25, 2001, Joseph R. Paolino, Jr., was nominated to serve on our
board. Mr. Paolino has been a director of ours since January 25, 2001 and has
been owner and partner of Paolino Properties, a real estate development and
property management firm, since 1996. From 1994 to 1996, Mr. Paolino served as
United States Ambassador to Malta. From 1991 to 1994, he served as Director of
the Rhode Island Department of Economic Development and Tourism. From 1984 to
1991, Mr. Paolino served as Mayor of the City of Providence, Rhode Island.

Jerry M. Hultin

On January 25, 2001, Jerry M. Hultin was nominated to serve on our board.
Jerry M. Hultin has been a director of ours since January 25, 2001 and currently
serves as Dean of the Wesley J. Howe School of Technology Management at the
Stevens Institute of Technology. From 1997 until 2001, Mr. Hultin served in the
Clinton Administration as Under Secretary of the Navy, the second highest
civilian position in the Department of the Navy. From 1984 until 1997, Mr.
Hultin was Chairman of Hultin & Associates, a management and policy consulting
firm. From 1991 until 1997, Mr. Hultin was a partner at the law firm of Warner &
Hultin.

THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF
LOG ON AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" ALL EIGHT OF THE
ABOVE-NAMED NOMINEE DIRECTORS OF LOG ON.

PROPOSAL NO. 2

APPROVAL OF ISSUANCE OF SHARES OF OUR COMMON STOCK
TO CERTAIN OFFICERS, DIRECTORS AND KEY EMPLOYEES

On February 12, 2001, our board of directors approved, subject to shareholder
approval, a year-end bonus valued at $120,000 consisting of $60,000 in deferred
cash compensation and shares of our common stock valued at $60,000 to Kenneth M.
Cornell, our Chief Financial Officer, Raymond E. Paolo, our Executive Vice
President and Secretary and Charles F. Cleary, our Chief Operating Officer. Our
board of directors also approved a year-end bonus valued at $60,000 consisting
of $30,000 in deferred cash compensation and shares of our common stock valued
at $30,000 to Frederick W. Stolle, our General Counsel.

If approved, the price of our common stock shall be established as of the
close of trading on May 29, 2001. By way of example, assuming that the price of
our common stock as of the close of trading on May 29, 2001 is $1.00, Messrs.
Cornell, Paolo, and Cleary shall each receive 60,000 shares of our common stock.
Mr. Stolle would also be entitled to receive 30,000 shares of our common stock.

Stockholder Approval

Pursuant to the Marketplace Rule 4350 (i) of the Nasdaq National Market,
companies listed on the Nasdaq National Market are required to obtain
stockholder approval prior to the issuance of common stock if the issuance
exceeds the lesser of 1% of the number of shares of common stock, 1% of the
voting power outstanding, or 25,000 shares.

Since we are issuing more than 25,000 shares of our common stock to certain
of our officers and directors, we must seek shareholder approval for the
issuance of our common stock in connection with our year-end bonuses.

THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
LOG ON AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" THE ISSUANCE OF SHARES
OF COMMON STOCK TO CERTAIN OFFICERS, DIRECTORS, AND KEY EMPLOYEES.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The board of directors has selected Ernst & Young LLP as Log On's independent
auditors to audit the financial statements for the fiscal year ending December
31, 2001. Ernst & Young LLP audited Log On's financial statements for the fiscal
years ending December 31, 2000 and December 31, 1999 and has provided assistance
and consultation since June 14, 1999. Prior to June 14, 1999, Tauber & Balser,
P.C. was employed as our certified public accountants. On June 14, 1999, Log On
dismissed its former independent accountants, Tauber & Balser, P.C., and engaged
Ernst & Young LLP to audit its financial statements. The decision to change
independent accountants was recommended and approved by the board of directors
of Log On.

Tauber & Balser, P.C. served as independent accountants of our financial
statements for the years ended, December 31, 1998 and 1997. The report of Tauber
& Balser, P.C. on our financial statements for the years ended, December 31,
1998 and 1997 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle. In
connection with its audits for the years ended December 31, 1998 and 1997, and
during the fiscal year 1999 prior to the dismissal of Tauber & Balser, P.C., we
had no disagreements with Tauber & Balser, P.C. on matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of Tauber &
Balser, P.C. would have caused them to make reference thereto in their report on
the consolidated financial statements for such years.

It is anticipated that a representative of Ernst & Young LLP will be present
at the annual meeting and will be available to respond to appropriate questions.
It is not anticipated that such representative will make a prepared statement at
the meeting; however, the representative shall have the opportunity to do so.

Audit Fees

The aggregate fees billed for professional services rendered for the audit of
our annual financial statements by Ernst & Young LLP for fiscal year 2000 and
for the reviews of the financial statements included in our Forms 10-Q for
fiscal year 2000 were $70,000.

All Other Fees

Ernst & Young LLP's fees for all other services rendered during 2000 were
$58,000, including audit related services of $18,000 and non-audit related
services of $40,000. Audit related services primarily include fees for
accounting consultations.

If the stockholders do not ratify the appointment Ernst & Young LLP as
independent auditors for the forthcoming fiscal year, such appointment will be
reconsidered by the audit committee and the board of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF OUR
FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2001.

FORWARD-LOOKING STATEMENTS

This proxy statement contains "forward-looking" information, as that term is
defined by the Federal securities laws, about our financial condition, results
of operations and business. You can find many of these statements by looking for
words such as "may," "will," "expect," "anticipate," "believe," "estimate," and
similar words used in this proxy statement. These forward- looking statements
are subject to numerous assumptions, risks and uncertainties that may cause our
actual results to be materially different from any future results expressed or
implied by us in those statements. The risks and uncertainties include those
risks, uncertainties and risk factors identified, among other places, under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our annual report on Form 10-KSB for the year ended December 31,
2000. The most important factors that could prevent us from achieving our stated
goals include, but are not limited to, the following:

o operating and financial risks related to managing rapid growth;

o integrating acquired businesses and sustaining operating cash flow;

o potential fluctuation in quarterly results;

o volatility of stock price;

o rapid and significant changes in technology and markets;

o adverse changes in the regulatory or legislative environment affecting
our business; and

o failure to complete the transactions described in this proxy statement
timely or at all.

Because the statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by the forward- looking
statements. We caution you not to place undue reliance on the statements, which
speak only as of the date of this proxy statement. The cautionary statements
contained or referred to in this section should be considered in connection with
any subsequent written or oral forward-looking statements that we or persons
acting on our behalf may issue. We do not undertake any obligation to review or
confirm analysts' expectations or estimates or to release publicly any revisions
to any forward-looking statements to reflect events or circumstances after the
date of this report or to reflect the occurrence of unanticipated events.

Where You Can Find More Information

Government Filings. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission. You may read and copy
any document that we file: at the Commission's Public Reference Room, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549; at the Commission's regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and at the Commission's web site at http:// www.sec.gov.

Some locations may charge prescribed or modest fees for copies. You may
obtain information on the operation of the Public Reference Room by calling 1-
800-SEC-0330.

Log On is furnishing without charge our annual report on Form 10-KSB for the
fiscal year ended December 31, 2000 (which contains our audited consolidated
financial statements) to stockholders together with this proxy statement. To the
extent this proxy statement has been or will be specifically incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, the sections of the proxy statement
entitled "Compensation Committee" and "Audit Committee Report" shall not be
deemed to be so incorporated unless specifically otherwise provided in any such
filing.

A copy of our annual report on form 10-KSB, including financial statements
and schedules thereto, may also be obtained by written request to Raymond E.
Paolo, c/o Log On America, One Cookson Place, Providence, RI 02903; Telephone
number: (401) 459-6297; Email: rpaolo@loa.com.

OTHER MATTERS

Management does not intend to bring before the meeting any matters other than
those set forth herein, and has no present knowledge that any other matters will
or may be brought before the meeting by others. If any other matters properly
come before the meeting, it is the intention of the persons named in the
enclosed proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.

GENERAL

Unless contrary instructions are indicated on the proxy, all shares of common
stock represented by valid proxies received pursuant to this solicitation (and
not revoked before they are voted) will be voted FOR Proposal Nos. 1, 2 and 3.

The board of directors knows of no business other than that set forth above
to be transacted at the meeting, but if other matters requiring a vote of the
stockholders arise, the persons designated as proxies will vote the shares of
common stock represented by the proxies in accordance with their judgment on
such matters. If a stockholder specifies a different choice on the proxy, his or
her shares of common stock will be voted in accordance with the specification so
made.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL IN,
SIGN AND RETURN THE LOG ON FORM OF PROXY IN THE PREPAID ENVELOPE PROVIDED, NO
MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

Providence, Rhode Island
By Order of the Board of Directors

Raymond E. Paolo,
Executive Vice President
and Secretary

APPENDIX A

LOG ON AMERICA, INC.

AUDIT COMMITTEE CHARTER

Log America Inc.
Audit Committee Charter

Organization

This charter governs the operations of the audit committee. The committee
shall review and reassess the charter at least annually and obtain the approval
of the board of directors. The committee shall be appointed by the board of
directors and shall comprise at least three directors, at least two of whom are
independent of management and the Company. Members of the committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All committee
members shall be financially literate, (or shall become financially literate
with a reasonable period of time after appointment to the committee,) and at
least one member shall have accounting or related financial management
expertise.

Statement of Policy

The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems in
internal accounting and financial controls, the annual independent audit of the
Company's financial statements, and the legal compliance and ethics programs as
established by management and the board. In so doing, it is the responsibility
of the committee to maintain free and open communications between the committee,
independent auditors, and management of the Company. In discharging its
oversight role, the committee is empowered to investigate any matter brought to
its attention with full access to all books, records, facilities, and personnel
of the Company.

Responsibilities and Processes

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements. The committee in carrying out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances. The committee
should take the appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and ethical
behavior.

The following shall be the principal recurring processes of the audit
committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the committee may supplement them
as appropriate.

o The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of the
Company's shareholders. The committee shall have the ultimate authority and
responsibility to evaluate and, where appropriate, replace the independent
auditors. The committee shall discuss with the auditors their independence
from management and the Company and the matters included in the written
disclosure required by the Independence Standards Board. Annually, the
committee shall review and recommend to the board the selection of the
Company's independent auditors, subject to shareholders' approval.

A-1

o The committee shall discuss with the independent auditors the overall scope
and plans for their respective audits including the adequacy of staffing
compensation. Also, the committee shall discuss with management, and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the
committee shall meet separately with the independent auditors, with and
without management present, to discuss the results of their examinations.

o The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-KSB (or the annual report to shareholders if distributed prior to the
filing of Form 10-KSB), including their judgment about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements. Also, the committee shall discuss the results of the annual
audit and any other matters required to be communicated to the committee by
the independent auditors under generally accepted auditing standards.

A-2