The United States Virgin Islands is perceived by much of the English speaking Caribbean region as bridge between the fully developed telecommunications technology arena of North America and the 'down island' developing countries. This is due in part to the tremendous publicity put out by the major telecommunications players (AT&T. MCI, Sprint, and others) about the fiber optic undersea cable activities centered in St. Thomas Magen's Bay, St. Thomas, is the hub for the largest confluence of submarine cables in the region. Fiber service extends from this hub to North America, Puerto Rico, South America, and Europe. More cables come on line each year. Internet connectivity, however, must come from North America. The tariffs and policies of the communications carriers result in a high price for connectivity. Typically, a T-1 circuit from St. Thomas, VI to Miami, FL, costs $15,000 to $20,000 per month, depending on the carrier and contract. Academic, governmental, and personal Internet use in the region is extremely limited, mostly by uucp and other dial-up connections. The costs of setting up, maintaining, and managing an Internet hub/service provider operation would result in service fees higher than most of the region's potential users could pay. creation and The paper describes the development of USVI.NET, an Internet hub / service provider for the region using a FreeNet as a basis for attracting the necessary interest in Internet connectivity in the U.S. Virgin Islands. Providing the services to users at no cost, attracting donations of equipment, software, programming services and support, builds the operation to a point of 'critical mass'. The users of the service then induce the organizations with whom they are affiliated, into Internet connectivity. While individual FreeNet users do not pay, any organization on the network does contribute to cost-sharing. This method builds the network to and throughout the U.S. Virgin Islands to a self-sustaining economic basis. Initial funding for the start up comes from a public sector-private sector partnership. Octagon Consultants teams up with the local Public Broadcasting System (PBS) affiliate WTJX-TV. (PBS is moving into distance learning using 2-way VSAT data technology). Connectivity to USVI.NET from North America is via a combination of terrestrial fiber cable links to SURA.NET, and satellite data links via PBS. The network is subsequently extended south, using 56 K lease lines connecting other Caribbean islands and reaching to Guyana, South America. Through partnership arrangements with various local operating telephone companies, co-located CISCO async routers with dial up modems allow connections on each island without the necessity of long distance phone charges. Calvin Bastian, V.I. Public Television, and Richard Hanscom, VITELCOM, will be available to expand on aspects of the partnerships from the perspective of their respective organizations.