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                                                                   EXHIBIT 10.14

             INTELLIGENT INFORMATION INCORPORATED SERVICE AGREEMENT


     THIS AGREEMENT is entered into by and between Intelligent Information
Incorporated, a Delaware corporation (hereinafter referred to as "III") and
AirTouch Cellular, a California corporation (hereinafter referred to as
"AirTouch"). The effective date of this Agreement is April 30, 1999.

     WHEREAS, III owns computer software and hardware and has related procedures
(hereinafter referred to as "Systems") and by utilizing these Systems provides
"Products" in the form of "Services" and "Packages" that deliver "intelligent
information" based on data from various sources (hereinafter referred to as
"Information Providers") to text displaying wireless devices either at
prearranged times, as data conditions change by prearranged parameters or
on-demand; and

     WHEREAS, AirTouch is desirous of providing these Products to its customers
[hereinafter such customers receiving Product(s) are referred to as
"Subscribers"]; and

    WHEREAS, the parties agree to enter into certain arrangements, as set forth
herein, for that purpose;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby confessed and acknowledged, it is agreed as follows:

1.  Provision of Products. III grants AirTouch the right to market and sell the
    Products to AirTouch's prospects and customers. III shall provide the
    Products as set forth in Appendix B to Subscribers with modifications from
    time to time as mutually determined and agreed to in writing by the parties
    hereto. III will provide reasonable feedback to AirTouch on use of the
    Products by Subscribers.

2.  Product Materials. III will cooperate with AirTouch in the development and
    production of promotional or instructional literature or information
    relating to the Products.

3.  Communications. AirTouch shall provide and maintain at its cost, mutually
    agreeable communication protocol(s) and communications connection(s) with
    III for the purposes of providing the Products to Subscribers. AirTouch
    shall also provide similar communications connection(s) to III's backup
    site.

4.  Profile Setup and Maintenance Overview.

    a. III will be responsible for receiving and effecting all additions,
       changes and deletions in Subscriber information based on the information
       received from AirTouch either directly, through AirTouch VoiceCare
       Service (IVR), III Customer Care, or via AirTouch's website in accordance
       with the procedures as more specifically outlined in Appendix B.

    b. AirTouch authorizes III to create and maintain an interactive voice
       response system which shall record all information required by III to
       properly add, change and/or delete users on III's systems.

    c. In addition to telephone access, AirTouch authorizes III to create and
       maintain a website linked to AirTouch's corporate website throughout the
       term of this Agreement. AirTouch shall be solely

CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.

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       responsible for all costs associated with maintaining the link between
       the website created and maintained by III and AirTouch's corporate
       website. The website shall enable individuals interested in becoming
       Subscribers to make their Product and profile selections from an on-line
       menu of options. Potential Subscribers will, among other features, be
       able to: (i) view a complete listing of Products with explanations
       regarding options and pricing; (ii) input their profiles; and (iii)
       subscribe to receive the Products and Services. In the event that
       AirTouch elects to use III's cooperative advertising program, each
       party's logo will appear on the website. The use of the logos shall be
       subject to the respective party's branding guidelines.

    d. AirTouch acknowledges that, as a condition to becoming Subscribers, III
       will require all individuals to agree to the terms and conditions of the
       AirTouch Information Services Customer Agreement, a representative copy
       of which is set forth in Appendix A (hereinafter "Customer Agreement").
       The terms of Appendix A may be modified from time to time subject to the
       mutual consent of the parties, which consent shall not be unreasonably
       withheld. AirTouch shall not knowingly provide Products to any
       individuals who have not agreed to be bound by the terms of the Customer
       Agreement.

    e. III makes no representation, warranty or guarantee as to the accuracy or
       completeness of the information (including news, prices, statistics,
       analyses and the like) provided through its Products and Services. In no
       event shall III be liable to any Subscriber for any decision made in
       reliance upon the information provided herein. AirTouch acknowledges and
       agrees that use of the Products and Services is at Subscriber's sole
       risk. INFORMATION IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF
       ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTIES OF
       MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO
       CIRCUMSTANCE SHALL III OR ANY OF ITS INFORMATION PROVIDERS BE LIABLE TO
       SUBSCRIBER OR ANYONE ELSE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT,
       SPECIAL, CONSEQUENTIAL OR PUNITIVE ARISING OUT OF USE OF THE PRODUCTS AND
       SERVICES.

5.  Indemnification.

    a. To the extent of the negligence, gross negligence or willful misconduct
       of III or any party under the direction or control of III, or to the
       extent any Products and/or Services are defective or unreasonably
       dangerous, or to the extent of III's breach of any of the terms and
       conditions of this Agreement, III shall indemnify and hold harmless
       AirTouch, its owners, parents, affiliates, subsidiaries, agents,
       directors and employees from and against all judgments, orders, awards,
       claims, damages, losses, liabilities, costs and expenses, including, but
       not limited to, court costs and reasonable attorneys' fees
       ("Liabilities") arising from the performance of the Services hereunder or
       the acts or omissions of III, its agents and employees and others under
       its direction or control. Such Liabilities shall include, but not be
       limited to, those which are attributable to personal injury, sickness,
       disease or death; and/or result from injury to or destruction of real or
       personal property including loss of use thereof, theft, misuse or
       misappropriation. However, III need not indemnify AirTouch to the extent
       that any such Liabilities arise out of the negligence, gross negligence
       or intentional misconduct of AirTouch, its owners, parents, affiliates,
       subsidiaries, agents, directors or employees.

    b. To the extent of the negligence, gross negligence or willful misconduct
       of AirTouch or any party under the direction or control of AirTouch, or
       to the extent of AirTouch's breach of any of the

CONFIDENTIAL TREATMENT REQUESTED
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exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.

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       terms and conditions of this Agreement, AirTouch shall indemnify and hold
       harmless III, its parent, affiliates, subsidiaries, agents, directors and
       employees from and against all Liabilities arising from the acts or
       omissions of AirTouch, its agents and employees and others under its
       direction or control. Such Liabilities shall include, but not be limited
       to, those which are attributable to personal injury, sickness, disease or
       death; and/or result from injury to or destruction of real or personal
       property including loss of use thereof, theft, misuse or
       misappropriation.

    c. III shall indemnify and hold harmless AirTouch, its owners, parents,
       affiliates, subsidiaries, agents, directors and employees from and
       against all Liabilities arising out of or resulting from assertions under
       workers' compensation or similar employee benefit acts made by III or any
       of III's employees, agents, subcontractors, or subcontractors' employees
       or agents.

    d. Upon request, the indemnifying party shall, at no cost or expense to any
       indemnitee, defend and/or settle any claim for Liabilities, whether or
       not litigation is actually commenced, and pay any costs, reasonable
       attorneys' fees and judgments and/or settlements that may be incurred by
       any indemnitee under this section. The indemnifying party shall also (i)
       keep any indemnitee subject to Liabilities reasonably informed of the
       progress of such defense and/or settlement and (ii) afford any such
       indemnitee, each at its own expense, an opportunity to participate with
       the indemnifying party in the defense and settlement of any such
       Liabilities.

    e. In no event shall either AirTouch or III be liable to the other or to any
       third party controlled, directly or indirectly, by the other party for
       any incidental, special, indirect, punitive or consequential damages.

6. Patent, Trademark, Copyright or Trade Secret Indemnification.

    a. If any of the Products or Services is finally found to constitute an
       infringement of a patent, copyright, trademark, service mark, trade
       secret or other legally protected proprietary right and AirTouch's use of
       such Products or Services is enjoined thereby, III shall, at its sole
       expense, either (i) procure for AirTouch the right to continue using the
       Products or Services; or (ii) after consultation with AirTouch, replace
       or modify the Products or Services to make them functionally equivalent
       and noninfringing.

    b. III shall indemnify and hold harmless AirTouch, its owners, parents,
       affiliates, subsidiaries, agents, directors and employees from and
       against all Liabilities that may result by reason of any infringement or
       claim of infringement of any patent, trademark, copyright, trade secret
       or other proprietary right relating to the Products and/or Services. III
       will defend and/or settle at its own expense any action brought against
       AirTouch to the extent that it is based on a claim that Products and/or
       Services and/or the use thereof, infringe any patent, trademark,
       copyright, trade secret or other proprietary right provided that AirTouch
       provides III with prompt written notice of the existence of such a claim
       and fully cooperates with III in the defense thereof. Failure to provide
       notice to III of any action shall not relieve III from any liability in
       respect of such action which it may have to an indemnified party on
       account of the indemnity agreement contained in this Section, except to
       the extent III may have been prejudiced by the failure to give notice.

    c. If a preliminary or final judgment shall be obtained against AirTouch's
       use of any Products and/or Services or any part thereof by reason of
       alleged infringement or if in III's opinion, such Products,

CONFIDENTIAL TREATMENT REQUESTED
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exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.

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       and/or Services are likely to become subject to a claim for infringement,
       III shall, at its expense and option and without any effect or waiver of
       any right AirTouch may possess at either law or equity, either: (a)
       procure for AirTouch the right to continue using such Products and/or
       Services, or (b) replace or modify the Products and/or Services so that
       they become non-infringing, but only if the modification or replacement
       does not adversely affect AirTouch's rights or ability to use same as
       specified in this Agreement. In addition to the foregoing, in the event
       that Products and/or Services are actually modified or replaced, III
       shall reimburse AirTouch for all reasonable costs incurred in connection
       with notifying Subscribers of any such changes.

    d. The provisions contained in this paragraph 6 are the complete and
       exclusive statement of AirTouch's rights and III's obligations with
       respect to proprietary right infringement. Under no circumstances shall
       these provisions apply to any infringement or claim of infringement that
       are based, in whole or in part, on any portion of the Products and/or
       Services that were either modified by AirTouch without the written
       permission of III; combined with other products and services or not used
       in accordance with III instructions.

7.  Insurance. III agrees to maintain commercial general liability insurance,
    including coverage against claims for bodily injury (including death),
    personal injury and property damage caused by or occurring in connection
    with the operation of III's business, including all activities authorized or
    required to be performed under this Agreement, in which AirTouch is
    designated an additional insured. Such insurance coverage shall be
    maintained under one or more policies of insurance from an insurance
    company(s) reasonably satisfactory to AirTouch and shall provide a minimum
    liability protection of [*] per occurrence. III shall also, at all times
    during the term, maintain workers' compensation with statutory limits and
    employers' liability required insurance with limits of not less than [*] per
    occurrence. No required insurance policy may be canceled or materially
    changed except upon thirty days' prior written notice to AirTouch. The
    insurance specified in this paragraph shall provide that such insurance is
    primary coverage with respect to all insured and waive all rights of
    subrogation against AirTouch and AirTouch's affiliates. III shall cause its
    insurer to submit certificates of insurance evidencing such insurance to
    AirTouch within ten (10) days following execution of this Agreement.

8.  Reporting. Prior to the fifth (5th) day of each month this Agreement is
    effective, III shall provide to AirTouch a count of all Subscribers on III
    systems by package and/or Service type for the prior calendar month, the
    number of new activations for the month and the means by which activated,
    the number of deactivations for the month and the means by which
    deactivated, a total message sent count for Services for the prior calendar
    month, a total message sent count by Subscriber, a breakdown of information
    types selected by Subscriber by Package and/or Service type and
    miscellaneous information as reasonably necessary to support payment
    requirements hereunder.

9.  Invoices.

    a. During the term of this Agreement, III shall invoice AirTouch on a
       monthly basis for Products and Services rendered based on the reporting
       described in paragraph 8, above. The fees for Products and Services shall
       be computed by multiplying the total number of Subscribers times the rate
       per Subscriber for each Package and Service, plus the setup charge for
       each new Subscriber, plus message charges and any other charges or
       credits required hereunder. The Package and Service rates per Subscriber,
       setup charges, message charges, associated conditions and any other
       charges

CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.

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       or credits, are as listed in Appendix B. Any preexisting AirTouch related
       Subscribers, e.g., executives, demos, etc., are not to be subject to the
       setup fee provisions of Appendix B, however each one of these Subscribers
       will be assigned to a Package or Service, subject to the appropriate
       charges, upon execution of this Agreement.

    b. Any taxes imposed on the provision of Products or Services hereunder
       shall be separately stated on any invoice. AirTouch reserves the right to
       request and receive from III documentation regarding any taxes, expenses,
       or other charges which III claims AirTouch is obligated to pay.

    c. Invoices for Products or Services shall be paid within forty-five (45)
       days following receipt of an invoice. AirTouch is not required to pay
       specific invoiced amounts that are in dispute until such good faith
       dispute is resolved. Once the dispute is resolved the disputed amounts
       shall be paid within forty-five (45) days following such resolution.

10. Distribution Rights. III shall have the right, at its sole discretion to
    sell or license the Products and/or Services to any other person or company
    for any purpose. In the event that computer software is provided to
    AirTouch, such computer software provided by III to AirTouch shall remain
    the sole property of III. Such software shall not be reproduced, except for
    backup purposes or use at multiple AirTouch locations, or distributed by
    AirTouch. In the event of the termination of this Agreement all software
    provided to AirTouch by III shall be returned to III.

11. IP Reporting. AirTouch acknowledges that III is required to provide certain
    information relating to the usage of the Products to the Information
    Providers (IP). III warrants to AirTouch that any such data pertaining to
    Subscriber identification will remain proprietary and confidential with the
    exception of satisfying III's reporting requirements to the Information
    Providers or their agencies. Notwithstanding anything herein to the
    contrary, III is hereby precluded from disclosing AirTouch specific
    information to any third party. Information related to the usage of the
    Products by AirTouch's Subscribers can not be called out specifically by III
    and can be disclosed to third parties only if aggregated with data generated
    by other purchasers of III's Products and Services. In the event that
    AirTouch's Subscribers are the only III customers to use a particular
    Product, then any data generated from the use of such Products can not be
    disclosed to any third party. The permitted disclosure of aggregated
    information may include:

    a.  the number of Subscribers registered in III Systems at midnight of each
        day;

    b.  the number and types of messages sent by III Systems;

    c.  the number and types of Subscriber requests registered in III Systems;
        and

    d.  any additional information as required by the Information Providers,
        from time-to-time.

12. Unauthorized Use of Products. The information provided by III shall not be
    used by AirTouch or its agents for any other purpose other than the
    specified use of the distribution of the Products through wireless devices.
    In the event that AirTouch becomes aware that any third party is improperly
    using the information or the Products, including, without limitation,
    providing or about to provide the information to an unauthorized party,
    AirTouch shall immediately notify III of the facts of which it is aware in
    connection with such actual or potential unauthorized use and shall provide
    III with any

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exhibit pursuant to a request for confidential treatment and filed separately
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    documents in its possession with respect to the same. The parties shall
    cooperate to the fullest extent possible to take all actions necessary to
    eliminate such unauthorized use as expeditiously as possible.

13. Liability. III AND THE INFORMATION PROVIDERS SHALL HAVE NO LIABILITY FOR
    CLAIMS OR DAMAGES, INCLUDING BUT NOT LIMITED TO ANTICIPATED OR LOST PROFITS
    OR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, TO
    AIRTOUCH OR ANY OF ITS AGENTS OR SUBSCRIBERS FOR ANY DEFECTS, DELAYS OR
    FAILURES OF TRANSMISSION OR RECEPTION OF INFORMATION PROCESSED OR TO BE
    PROCESSED IN ANY WAY OR MANNER BY III SYSTEMS, INCLUDING, BUT NOT LIMITED
    TO, DAMAGES OF ANY NATURE ARISING FROM ANY NEGLIGENCE OF III, AND/OR THE
    INFORMATION PROVIDERS, THEIR CUSTOMERS, OFFICERS, AGENTS, DIRECTORS AND
    EMPLOYEES. IN NO EVENT SHALL LIABILITY BY III AND THE INFORMATION PROVIDERS
    FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID TO III BY
    AIRTOUCH UNDER THIS AGREEMENT WITHIN THE THREE (3) MONTH PERIOD IMMEDIATELY
    PRECEDING THE ACCRUAL OF SUCH CLAIM.

14. Assignment. This Agreement may not be assigned by either party without the
    prior written consent of the other party hereto, which consent shall not be
    unreasonably withheld; provided, however, that either party shall have the
    right, without the prior consent of the other party to assign or transfer
    this Agreement, to any parent, subsidiary, or affiliate entity or to any
    successor which acquires all or substantially all of the assets of the
    assigning party.

15. Term. The term of this Agreement is one (1) year beginning on the effective
    date of this Agreement. AirTouch shall have the option to renew this
    Agreement for one (1) additional year by providing III with written notice
    of it intention to renew thirty (30) days before the anniversary of the
    effective date of this Agreement, by certified mail or confirmed receipt
    delivery service. Upon expiration or termination of this Agreement, the
    parties shall immediately cease using the trademarks of the other and shall
    mutually agree upon the proper transition of Subscribers.

16. Termination. Any party may terminate this Agreement upon not less than
    thirty (30) days prior written notice to the other party if:

    a.  Any other party makes an assignment for the benefit of its creditors; or

    b.  Any petition shall be filed by or against such other party under any
        Section or Chapter of the Federal Bankruptcy Act as amended or as may be
        amended or any similar law or statute of the United States or any state
        thereof which is not dismissed within thirty-five (35) days after
        filing; or

    c. The III Systems fails to materially perform or becomes materially
       defective, and such defect(s) or failure(s) of performance cannot be
       remedied by III in ten (10) working days from the receipt of notice to
       III of the failure or defect.

17. Addresses. The mailing address of III is One Dock Street, Suite 500,
    Stamford, CT 06902. The mailing address of AirTouch is specified below. All
    notices of default or failure of obligation hereunder shall be mailed to the
    other party first class, certified mail, return receipt requested and shall



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    be addressed as such unless written notice is made to the other party
    informing said of a change in mailing address.

18. Governing Law. This Agreement shall be governed and construed in accordance
    with the laws of the State of New York. In any action between the parties to
    enforce any of the terms of this Agreement, the prevailing party shall be
    entitled to recover reasonable expenses, including reasonable attorneys'
    fees.

19. Contractors. It is expressly agreed that III and AirTouch are acting
    hereunder as independent contractors. Under no circumstances shall any of
    the employees of one party be deemed the employees of the other for any
    purpose.

20. No Affect. If any provision of this Agreement is determined by a court of
    competent jurisdiction to be invalid or unenforceable, such determination
    shall not affect the validity or enforceability of any other part or
    provision of this Agreement. A waiver by either party of any term or
    condition of this Agreement in any instance shall not be deemed or construed
    as a waiver of such term or condition for the future, or of any subsequent
    breach thereof. All remedies, rights, undertakings, obligations and
    agreements contained in this Agreement shall be cumulative, and none of them
    shall be in limitation of any other remedy, right, undertaking, obligation
    or agreement of either party set forth herein.

21. Millennium. III warrants that its Software and/or Hardware is "Year 2000
    compliant". This means that the Products shall operate without error
    relating to date data, specifically including any error relating to date
    data which represents or references different centuries or more than a
    century, will not abnormally end and will be able to accurately process date
    data (including, but not limited to, calculating, comparing, and sequencing)
    from, into, and between the twentieth and twenty-first centuries, including
    leap year calculations. III further warrants during the term of this
    Agreement that any software and/or hardware used by III in support of the
    Products as contained in this Agreement are year 2000 compliant and that the
    provision of Products under this Agreement will be uninterrupted.

22. Rights to Modify Information. Except as specifically provided in this
    Agreement, AirTouch shall have no right to intentionally delete, modify or
    revise the information provided by III or the Information Providers.
    Notwithstanding the foregoing, AirTouch may reasonably request that III
    either directly or through its Information Providers use their best efforts
    to delete, modify or revise the information as needed in order to conform
    the Products and Services to the wireless display equipment formats employed
    by AirTouch's Subscribers.

23. Confidentiality. The following is agreed to for the treatment of
    confidential information:

    a.  III and AirTouch agree to keep confidential all confidential and
        proprietary information and materials (a) prepared or developed by or
        for it (including the financial terms of this Agreement) and (b)
        supplied by one party to the other under this Agreement, provided that
        information and materials intended to be held in confidence are (i)
        designated as "Confidential" and (ii) are not available in the public
        domain.

    b.  Confidential information may be disclosed as necessary to enforce a
        party's rights under this Agreement and to comply with any legal or
        governmental action. In the event of legal or



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        governmental action, the disclosing party shall promptly notify the
        other and shall cooperate in any reasonable manner with the other in
        contesting such disclosure.

24. Publicity; Advertising; Promotional Materials. The parties reserve the right
    to pre-approve all promotional materials produced by the other party that
    mention or otherwise make reference to this relationship or otherwise
    utilize the name, trademarks, products and/or services of the other party
    inclusive of such party's information providers. For purposes of this
    section the term "promotional materials" shall be deemed to include, without
    limitation, any and all press releases, advertisements, and announcements
    whether in printed or electronic format. Materials subject to the provisions
    of this paragraph shall be provided to the other party no fewer then fifteen
    (15) days prior to proposed use. Approval will not be unreasonably withheld.
    Notwithstanding the foregoing, the parties will use their best efforts to
    comply with the respective guidelines and policies regarding use of the
    other party's trademarks.

25. Entire Agreement. This Agreement, including the Appendices attached hereto,
    constitutes the entire agreement between the parties with respect to this
    subject matter and supersedes all previous proposals, both oral and written,
    negotiations, representations, commitments, writings and all other
    communications between the parties. This Agreement may not be released,
    discharged or modified except by an instrument in writing signed by the
    parties.

IN WITNESS WHEREOF, the parties have hereto hereby execute this Agreement.

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Authorized AirTouch Signature              Authorized III Signature


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Name                                       Name


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Title                                      Title


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Date                                       Date

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AirTouch's Mailing Address

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CONFIDENTIAL TREATMENT REQUESTED
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exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.

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                              APPENDIX A (NETCARE)
                AIRTOUCH INFORMATION SERVICES CUSTOMER AGREEMENT


1. Information (all information and material, including but not limited to,
text, images and other multi-media data, provided or made available as part of
AirTouch Information Services) obtainable through the Information Services has
been provided by various independent sources believed to be reliable. However,
the accuracy, completeness and/or timeliness of the Information is not
guaranteed by AirTouch or any other entity (collectively "Provider") selling,
transmitting, processing, consolidating or originating the Information, and such
Provider shall not be liable for any loss or damage arising from any inaccuracy
or error in delivering the Information.

2. INFORMATION IS FURNISHED ON AN "AS IS" BASIS. NO PROVIDER MAKES ANY EXPRESS
OR IMPLIED WARRANTIES REGARDING THE INFORMATION SERVICES OR THE INFORMATION,
INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

3. IN NO EVENT WILL ANY PROVIDER BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES OR FOR
ANY LOST PROFITS, EVEN IF SUCH PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES.

4. Customer acknowledges that each Provider has proprietary interests in the
Information and Customer agrees not to reproduce, retransmit, sell, publish or
commercially exploit the Information in any manner.

5. AirTouch reserves the right to terminate the Information Services at any
time, for any or no reason and without notice and shall have no liability to
Customer upon such termination other than to refund a prorated portion of the
fee for the Information Services if such termination is without cause.

6. Customer understands that the Information Services may include advertising
messages and e-commerce opportunities and agrees to receive such messages and
opportunities.

7. Customer acknowledges that no Provider has made any representation regarding
the Information Services or any Information that is not expressly stated in this
Agreement.

8. Information Services is accessible wherever an AirTouch digital signal is
available within the AirTouch Inland California and Northern Nevada service
area. Customer must be 18 years of age or older to obtain the Information
Services.

9. Limit of one free month per phone. Customer may cancel its Information
Services at any time before the end of the first month.

10. Customer may cancel its Information Services through the website
(www.airtouch.com/information_services) or by calling the AirTouch
(1-800-AIRTOUCH or *611 from Customer's cellular phone).

11. For complete terms and conditions of wireless service, please also refer to
the AirTouch Terms and Conditions of Service for Inland California and Northern
Nevada.



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exhibit pursuant to a request for confidential treatment and filed separately
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                               APPENDIX A (VOICE)
                AIRTOUCH INFORMATION SERVICES CUSTOMER AGREEMENT


CUSTOMERS USE OF THE AIRTOUCH INFORMATION SERVICES ("INFORMATION SERVICES")
CONSTITUTES ACCEPTANCE OF THE FOLLOWING TERMS.

1. Information (all information and material, including but not limited to,
text, images and other multi-media data, provided or made available as part of
AirTouch Information Services) obtainable through the Information Services has
been provided by various independent sources believed to be reliable. However,
the accuracy, completeness and/or timeliness of the Information is not
guaranteed by AirTouch or any other entity (collectively "Provider") selling,
transmitting, processing, consolidating or originating the Information, and such
Provider shall not be liable for any loss or damage arising from any inaccuracy
or error in delivering the Information.

2. INFORMATION IS FURNISHED ON AN "AS IS" BASIS. NO PROVIDER MAKES ANY EXPRESS
OR IMPLIED WARRANTIES REGARDING THE INFORMATION SERVICES OR THE INFORMATION,
INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

3. IN NO EVENT WILL ANY PROVIDER BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES OR FOR
ANY LOST PROFITS, EVEN IF SUCH PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES.

4. Customer acknowledges that each Provider has proprietary interests in the
Information and Customer agrees not to reproduce, retransmit, sell, publish or
commercially exploit the Information in any manner.

5. AirTouch reserves the right to terminate the Information Services at any
time, for any or no reason and without notice and shall have no liability to
Customer upon such termination other than to refund a prorated portion of the
fee for the Information Services if such termination is without cause.

6. Customer understands that the Information Services may include advertising
messages and e-commerce opportunities and agrees to receive such messages and
opportunities.

7. Customer acknowledges that no Provider has made any representation regarding
the Information Services or any Information that is not expressly stated in this
Agreement.

8. Information Services is accessible wherever an AirTouch digital signal is
available within the AirTouch Inland California and Northern Nevada service
area. Customer must be 18 years of age or older to obtain the Information
Services.

9. Limit of one free month per phone. Customer may cancel its Information
Services at any time before the end of the first month.

10. Customer may cancel its Information Services through the website
(www.airtouch.com/information_services) or by calling the AirTouch
(1-800-AIRTOUCH or *611 from Customer's cellular phone).

11. For complete terms and conditions of wireless service, please also refer to
the AirTouch Terms and Conditions of Service for Inland California and Northern
Nevada.







CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.


                                       10
<PAGE>   11


                                   APPENDIX B
                           PRODUCT/SERVICE DESCRIPTION

Basic Package [*]

-   CUSTOMERS CHOOSE UP TO 3 SELECTIONS FROM:

1.  "National News Headlines" at 7am and 2pm Pacific time.

2.  "Sports News Headlines" at 8am Pacific time.

3.  "Joke of the Day" at noon Pacific time.

4.  "Market Wrap-up" (quotes on the DJIA, S&P 500, and NASDAQ) at 2pm Pacific
    time.

5.  "International News Headlines" at 9am Pacific time.

6.  "Local News Headlines" at 10am Pacific time.

7.  "Business News Headlines" at 11am and 3pm Pacific time.

8.  "Sports Results" - customers select two teams for as-issued final scores:
    MLB, NFL, NBA, NHL, MLS, WNBA, NCAA basketball, NCAA football, and NCAA
    hockey.

9.  "Weather Forecast" by (ZIP code) at 6am Pacific time.

10. "Stock Quotes" (2 symbols, close, with volume).

11. "Horoscope" - one sign daily at 9am Pacific time.

12. "Health News Headlines" at 11am Pacific time.

13. "Entertainment News Headlines" at 11am Pacific time.

14. "Soap Opera Update" at 8am Pacific time.

15. " Lottery" provides daily/weekly major lotto results based on customer's
    choice of state.

Enhanced Package [*]

-   CUSTOMERS CHOOSE UP TO 5 SELECTIONS FROM:

    1.  *"AP Alerts" as-issued breaking news messages (averages 2/day).

    2.  "National News Headlines" twice daily at local times chosen by the
        customer.

    3.  "Sports News Headlines" at local time chosen by the customer.

    4.  "Joke of the Day" at local time chosen by the customer.

    5.  "Market Wrap-up" (quotes on the DJIA, S&P 500, and NASDAQ) at 2pm
        Pacific time.

    6.  "International News Headlines" at local time chosen by the customer.

    7.  "Local News Headlines" at local time chosen by the customer.

    8.  "Business News Headlines" twice daily at local times chosen by the
        customer.

    9.  *"Financial News Alerts" as-issued breaking news messages (averages
        1/day).

    10. *"Company News Alerts" as-issued breaking news headlines for two
        companies.

    11. "Sports Results" - customers select two teams for as-issued final
        scores: MLB, NFL, NBA, NHL, LPGA, PGA NCAA basketball, NCAA football,
        and NCAA hockey.

    12. *"Sports Results Plus" - same as "Sports Results" (two teams) but
        customers get halftime scores as well as finals, and can also choose
        auto racing results as reported.


CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.

                                       11
<PAGE>   12
    13. *"Ski Reports" daily skiing conditions (in-season) for one ski area
        local time chosen by the customer.

    14. "Weather Forecast" by (ZIP code) at local time chosen by the customer.

    15. *"Severe Weather Alerts" as-issued severe weather alerts from the
        National Weather Service for one county.

    16. "Lottery" provides daily/weekly major lotto results based on customer's
        choice of state.

    17. *"Stock Quotes Plus" (2 symbols, midday and close, with volume, high and
        low )

    18. *"Stock Quote Alert" (2 symbols with two auto-set alerts per day)

    19. "Horoscope" - one sign daily at local time chosen by the customer.

    20. "Health News Headlines" at local time chosen by the customer.

    21. "Entertainment News Headlines" at local time chosen by the customer.

    13. *"Ski Reports" daily skiing conditions (in-season) for one ski area
        local time chosen by the customer.

    14. "Weather Forecast" by (ZIP code) at local time chosen by the customer.

    15. *"Severe Weather Alerts" as-issued severe weather alerts from the
        National Weather Service for one county.

    16. "Lottery" provides daily/weekly major lotto results based on customer's
        choice of state.

    17. *"Stock Quotes Plus" (2 symbols, midday and close, with volume, high and
        low )

    18. *"Stock Quote Alert" (2 symbols with two auto-set alerts per day)

    19. "Horoscope" - one sign daily at local time chosen by the customer.

    20. "Health News Headlines" at local time chosen by the customer.

    21. "Entertainment News Headlines" at local time chosen by the customer.

    22. "Soap Opera Update" at local time chosen by the customer.

    23. *"Reminder Service" provides unlimited date specific reminder messages
        at customer's specified time, e.g. birthdays, anniversary

* only offered as part of the "Enhanced Package"

     NetCare : [*].

-   VoiceCare (IVR) - [*]

-   III agrees to [*]

III has developed a Co-op advertising program for its business partners to
support their information services marketing initiatives. The program will serve
as an incentive for AirTouch to advertise the products and promote the "Powered
by III" concept, with the objective of increasing consumer awareness for both
organizations. [*].

CONFIDENTIAL TREATMENT REQUESTED Brackets have been used to identify information
which has been omitted from this exhibit pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission.

                                       12