<PAGE>   1
                                                                   Exhibit 10.27

[MCI WORLDCOM LOGO]

                         PRIVATE LINE SERVICE AGREEMENT

This Service Agreement (the "Agreement") for services described below is made
by and between MCI WORLDCOM Communications, Inc., formerly known as and doing
business as WorldCom Technologies, Inc. ("MCI WORLDCOM") and

Customer Name: TELOCITY, INC. (hereinafter "Customer"), with its principal
office at 10355 N. DeAnza Blvd.; Cupertino, CA 95014.

SECTION I: SERVICE AGREEMENT

1.   SERVICE: MCI WORLDCOM will provide the following service (the "Service")
     pursuant to the applicable tariffs of MCI WORLDCOM and its affiliates and
     subsidiaries (the "Tariffs") (choose one):

<TABLE>

     <S>                                         <C>
     [ ] International Private Line              [ ] Digital Private Line (DS0)
     [ ] Managed International Private Line      [ ] Digital Private Line (Fractional DS1)
     [ ] Metro Private Line                      [X] DIGITAL PRIVATE LINE (DS1)
     [ ] Voice Grade Private Line                [ ] Digital Private Line (Fractional DS3)
     [X] SONET (OC-3)                            [X] DIGITAL PRIVATE LINE (DS3)
</TABLE>

     The Tariffs provide terms and conditions of the Service which include, but
     are not limited to, taxes, pricing, discounts, credit approval procedures,
     Customer credits, termination liability, and limitations with respect to
     the assignment of the Service. The Tariffs may be modified from time to
     time by MCI WORLDCOM in accordance with law and thereby affect the Service
     furnished to Customer. In the event of a conflict between the Tariffs and
     this Agreement the terms and conditions of the Tariffs shall control.

2.   EFFECTIVE DATE: For the purposes of this Agreement, (i) if Customer has an
     existing service agreement with MCI WORLDCOM, the "Effective Date" will be
     the next billing cycle following the date this Agreement has been executed
     and Customer has received a satisfactory credit review and approval from
     MCI WORLDCOM's Credit Department, and all security documentation, if any,
     required by MCI WORLDCOM has been properly executed and delivered to MCI
     WORLDCOM (collectively, the "Credit Review"); and (ii) if Customer does not
     have an existing service agreement with MCI WORLDCOM, the "Effective Date"
     will be the date this Agreement has been executed and the Credit Review has
     been completed.

3.   CIRCUITS AND CONNECTIONS: Customer shall receive the following pursuant to
     this Agreement:

                      MCI WORLDCOM DOMESTIC PRIVATE LINE*

<TABLE>
      <S>                 <C>
      DS-1                [*]
      DS-3 Linear         [*]
      DS-3 Restorable     [*]
      OC-3 Linear         [*]
      OC-3 Restorable     [*]
</TABLE>

      * Rates will apply to Inter-exchange Carrier (IXC) charges only
      * Rates will apply to Tier A cities only (all other are ICB)
      * Local access is additional and non-discountable.


                           MCI WORLDCOM LOCAL ACCESS
<TABLE>
<CAPTION>
             SERVICE     TYPE(1)       MILE(2)         PRICING
             <S>         <C>           <C>             <C>
             DS-3        1             0 mile          [*]
             DS-3        1             1 mile          [*]
</TABLE>

     (1) Type I sites consist of sites which are provisioned entirely on MCI
         WORLDCOM's local network.

     (2) Each additional mile is [*] per mile.

4.   REVENUE COMMITMENT: Customer agrees to the following minimum Monthly
     Revenue Commitment ("MRC") of [*] for a forty-five (45)-month term with a
     nine (9) month [ILLEGIBLE] receive the associated rates as set forth in
     Section 3 above and in the applicable Tariffs [ILLEGIBLE].

5.   MONTHLY UNDERUTILIZATION: If Customer's usage fails to meet the MRC,
     Customer will pay [*] of the difference between Customer's usage during
     each month and Customer's MRC. Monthly usage in excess of the MRC cannot be
     carried forward to another month.

                                  Page 1 of 2

     Please mail originals to: MCI WorldCom Sales Contracts Administration,
              500 Clinton Center Drive, Bldg. 4; Clinton, MS 39056

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

                     CONFIDENTIAL - PROPRIETARY INFORMATION           REV 6/8/99


<PAGE>   2
[MCI WORLDCOM LOGO]

6.   LETTER OF AGENCY ("LOA"): The undersigned hereby authorizes MCI WORLDCOM
     and/or the Local Exchange Company ("LEC"), and/or Foreign
     Telecommunications Provider ("FTP"), if requested by Customer, to provision
     Customer's Local Access. This LOA supersedes all previous LOAs and shall
     remain in effect until canceled by Customer in writing.

7.   COMPLETE AGREEMENT: This Agreement, including the MCI WORLDCOM Application
     for Credit, the Tariffs and any documents incorporated herein by reference,
     constitutes the full understanding of the parties and supersedes any prior
     agreements between the parties relating to the Service. Alterations to this
     Agreement shall render this Agreement null and void. Customer acknowledges
     that MCI WORLDCOM is under no duty, implied or otherwise, to activate the
     Service and will not be subject to liability, if any, under the terms of
     this Agreement until such Service is activated.

8.   SIGNATURE AUTHORIZATION: The parties have duly executed and agreed to be
     bound by this Agreement as evidenced by the signatures of their authorized
     representatives below. Each party represents and warrants to the other that
     the signatory identified beneath its name below has full authority to
     execute this Agreement on its behalf.

ACCEPTED BY:                                   ACCEPTED BY:
TELOCITY, INC.                                 MCI WORLDCOM COMMUNICATIONS, INC.

By:  /s/ [SIGNATURE ILLEGIBLE]                 By: /s/ FRANK GRILLO
   -----------------------------                  ------------------------------

Name: Matt [ILLEGIBLE]                         Name: Frank Grillo,
     ---------------------------                    ----------------------------

Title:  VP Legal                               Title: V.P. Marketing
      --------------------------                     ---------------------------

Date:     10-10-99                             Date:  10-18-99
     ---------------------------                    ----------------------------


                                  Page 2 of 2

     Please mail originals to: MCI WorldCom Sales Contracts Administration,
              500 Clinton Center Drive, Bldg. 4; Clinton, MS 39056

                     CONFIDENTIAL - PROPRIETARY INFORMATION           REV 6/8/99



<PAGE>   3

[WORLDCOM LOGO]               PRIVATE LINE SERVICE              Log #
                                   ORDER FORM                        -----------
                                                                SO #
                                                                     -----------
                                                                     Page 1 of 2
                                                           Today's Date: 7/13/99
                                                     Sales Office: San Francisco

SECTION I: SERVICE AGREEMENT

This Service Agreement (the "Agreement") for services described below is made
by and between WorldCom Technologies, Inc. ("WorldCom") and Customer Name:
Telocity, Inc. (hereinafter "Customer").

1.   SERVICE: WorldCom will provide Private Line service ("Service") pursuant
to the applicable tariffs of WorldCom Network Services, Inc., a wholly owned
subsidiary of WorldCom (the "Tariffs"). The Tariffs provide terms and
conditions of the Service which include, but are not limited to, taxes, credit
approval procedures, Customer credits, termination liability and limitations
with respect to the assignment of the Service. The Tariffs may be modified from
time to time by WorldCom in accordance with law and thereby affect the Service
furnished to Customer.

2.   TERMS AND CONDITIONS: For the convenience of the parties, Service will be
provided by WorldCom subject to the rules and regulations set forth in the
applicable Tariff, in addition to the terms and conditions set forth herein.
(Check the appropriate box.)

(a)  Service Commitment Period ("Service Commitment Period"):
[ ] month to month [ ] 1 Year [ ] 2 Year [X] 3 Year [ ] 4 Year [ ] 5 Year

(b)  Service Location*/Type

<TABLE>
<CAPTION>
     Loc. A NPA-NXX    Loc. Z NPA-NXX     Access Type                      Circuit Type
<S>                    <C>                <C>                              <C>
[*]
</TABLE>
--------
* Additional customer service locations, if applicable, shown on attachment A
  attached hereto and incorporated herein.

(c)  Effective Date: For purposes of this Agreement, (i) if Customer has an
existing service agreement with WorldCom, the "Effective Date" will be the next
billing cycle following the date this Agreement has been executed and Customer
has received a satisfactory credit review and approval from WorldCom's Credit
Department, and all security documentation, if any, required by WorldCom has
been properly executed and delivered to WorldCom (collectively, the "Credit
Review"), and (ii) if Customer does not have an existing service agreement with
WorldCom, the "Effective Date" will be the date this Agreement has been
executed and the Credit Review has been completed.

3.   CHARGES/DISCOUNTS: During the Service commitment period of this Agreement,
Customer shall receive rates and discounts for Service as set forth in the
Tariff.

4.   LETTER OF AGENCY ("LOA"): The undersigned [duly authorized representative
of Customer] hereby authorizes WorldCom and/or the Local Exchange Company
("LEC"), if requested by Customer, to provision Customer's local access. This
LOA supersedes all previous LOAs and shall remain in effect until canceled by
Customer in writing.

This Agreement, including the WorldCom Application for Credit, the Tariffs and
any documents incorporated herein by reference, constitutes the full
understanding of the parties and supersedes any prior agreements between the
parties relating to private line telecommunications services. Alterations to
this Section I of the WORLDCOM PRIVATE LINE SERVICE AGREEMENT/SERVICE ORDER
shall render this Agreement null and void. Activation of Service shall indicate
WorldCom's acceptance of this Agreement.

ATTACHMENT: YES [X]  NO [ ] (see "Private Line Service Agreement")

AS AUTHORIZED AGENT OF CUSTOMER, I AGREE TO THE ABOVE TERMS AND CONDITIONS:

NAME: * Peter Olson                     SIGNATURE: * /s/ PETER OLSON
       ---------------------------                  ------------------------

TITLE: * CTO                            COMPANY/ACCOUNT NAME: Telocity, Inc.
       ---------------------------                            --------------

DATE: 9-13-99
      ----------------------------

NOTE 1: This order is for interconnection with Bell South.


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   4
WORLD COM                                                            Page 2 of 2
                                                            Today's Date 9/13/99
                                                  Customer Abbreviation TELOCITY

<TABLE>
<CAPTION>
Service Location/Type
Loc. A NPA-NXX          Loc. Z NPA-NXX   Access Type                    Circuit Type
<S>                     <C>              <C>                            <C>
[*]
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
_______                 _______          [ ] DS-0  [ ] DS-1  [ ] DS-2   [ ] DS-0  [ ] FT-1  [ ] DS-1  [ ] FT-3
</TABLE>
As authorized agent of customer, I agree to the above terms and conditions:

Name: Peter Olson                Signature: /s/ PETER OLSON
      --------------------                  ---------------------
Title: CTO                       Company/Account Name: Telocity, Inc.
      --------------------                             --------------
Date: 9-13-99
      --------------------
696/02/98.1                              This form valid 2/2/98 through 8/31/98.


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

<PAGE>   5
[MCI LOGO]

                         PRIVATE LINE SERVICE AGREEMENT

This Service Agreement (the "Agreement") for services described below is made by
and between MCI WORLDCOM Communications, Inc., formerly known as and doing
business as WorldCom Technologies, Inc. ("MCI WORLDCOM") and

Customer Name: TELOCITY, INC. (hereinafter "Customer"), with its principal
office at 10355 N. DeAnza Blvd.; Cupertino, CA 95014.

SECTION I: SERVICE AGREEMENT

1. SERVICE: MCI WORLDCOM will provide the following service (the "Service")
   pursuant to the applicable tariffs of MCI WORLDCOM and its affiliates and
   subsidiaries (the "Tariffs") (choose one):

<TABLE>
<S>                                                    <C>
          [ ] International Private Line               [ ] Digital Private Line (DS0)
          [ ] Managed International Private Line       [ ] Digital Private Line (Fractional DS1)
          [ ] Metro Private Line                       [X] DIGITAL PRIVATE LINE (DS1)
          [ ] Voice Grade Private Line                 [ ] Digital Private Line (Fractional DS3)
          [X] SONET (OC-3)                             [X] DIGITAL PRIVATE LINE (DS3)
</TABLE>

   The Tariffs provide terms and conditions of the Service which include, but
   are not limited to, taxes, pricing, discounts, credit approval procedures,
   Customer credits, termination liability, and limitations with respect to the
   assignment of the Service. The Tariffs may be modified from time to time by
   MCI WORLDCOM in accordance with law and thereby affect the Service furnished
   to Customer. In the event of a conflict between the Tariffs and this
   Agreement the terms and conditions of the Tariffs shall control.

2. EFFECTIVE DATE: For the purposes of this Agreement, (i) if Customer has an
   existing service agreement with MCI WORLDCOM, the "Effective Date" will be
   the next billing cycle following the date this Agreement has been executed
   and Customer has received a satisfactory credit review and approval from MCI
   WORLDCOM's Credit Department, and all security documentation, if any,
   required by MCI WORLDCOM has been properly executed and delivered to MCI
   WORLDCOM (collectively, the "Credit Review"); and (ii) if Customer does not
   have an existing service agreement with MCI WORLDCOM, the "Effective Date"
   will be the date this Agreement has been executed and the Credit Review has
   been completed.

3. CIRCUITS AND CONNECTIONS: Customer shall receive the following pursuant to
   this Agreement:

                      MCI WORLDCOM DOMESTIC PRIVATE LINE*
<TABLE>
<S>                      <C>
     DS-1                [*]
     DS-3 Linear         [*]
     DS-3 Restorable     [*]
     OC-3 Linear         [*]
     OC-3 Restorable     [*]
</TABLE>

*Rates will apply to Inter-exchange Carrier (IXC) charges only
*Rates will apply to Tier A cities only (all other are ICB)
*Local access is additional and non-discountable.

                           MCI WORLDCOM LOCAL ACCESS
<TABLE>
<CAPTION>
     SERVICE        TYPE(1)        MILE(2)        PRICING
<S>                 <C>            <C>            <C>
      DS-3            1            0 mile         [*]
      DS-3            1            1 mile         [*]
</TABLE>

(1) Type I sites consist of sites which are provisioned entirely on MCI
    WORLDCOM's local network.

(2) Each additional mile is [*] per mile

4. REVENUE COMMITMENT: Customer agrees to the following minimum monthly revenue
   commitment ("mrc") of [*] Forty-Five (45)-month term with a (9) month ramp
   and shall receive the associated rates as set forth in Section 3 above, and
   in the applicable tariffs.

5. MONTHLY-UNDERUTILIZATION: If Customer's usage fails to meet the MRC,
Customer will pay [*] of the difference between Customer's usage during each
month and Customer's MRC. Monthly usage in excess of the MRC cannot be carried
forward to another month.


                                  Page 1 of 2


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   6
[MCI WORLDCOM LOGO]

6.  LETTER OF AGENCY ("LOA"): The undersigned hereby authorizes MCI WORLDCOM
    and/or the Local Exchange Company ("LEC"), and/or Foreign Telecommunications
    Provider ("FTP"), if requested by Customer, to provision Customer's Local
    Access. This LOA supersedes all previous LOAs and shall remain in effect
    until canceled by Customer in writing.

7.  COMPLETE AGREEMENT: This Agreement, including the MCI WORLDCOM Application
    for Credit, the Tariffs and any documents incorporated herein by reference,
    constitutes the full understanding of the parties and supersedes any prior
    agreements between the parties relating to the Service. Alterations to this
    Agreement shall render this Agreement null and void. Customer acknowledges
    that MCI WORLDCOM is under no duty, implied or otherwise, to activate the
    Service and will not be subject to liability, if any, under the terms of
    this Agreement until such Service is activated.

8.  SIGNATURE AUTHORIZATION: The parties have duly executed and agreed to be
    bound by this Agreement as evidenced by the signatures of their authorized
    representatives below. Each party represents and warrants to the other that
    the signatory identified beneath its name below has full authority to
    execute this Agreement on its behalf.

ACCEPTED BY:                            ACCEPTED BY:
TELOCITY, INC.                          MCI WORLDCOM COMMUNICATIONS, INC.

By: /s/ PETER OLSON                     By:
   ---------------------------             ---------------------------------

Name: Peter Olson                       Name: Frank Grillo
   ---------------------------             ---------------------------------

Title:  CTO                             Title: V.P. Marketing
   ---------------------------             ---------------------------------

Date:  9/13/99                          Date:
   ---------------------------             ---------------------------------





                                  Page 2 of 2

<PAGE>   7
[WORLDCOM LOGO]      WORLDCOM MAE(R) ATM SERVICE AGREEMENT

This Service Agreement (the "Agreement") is made by and between WorldCom
Technologies, Inc. ("WorldCom"), located at 515 East Amite, Jackson,
Mississippi 39201-2702, and Telocity ("Customer"), with its principal office at
10355 N. Deanza Blvd., Cupertino, CA 95014, for services described below.

1. SERVICE: WorldCom will provide Customer MAE ATM service consisting of: (i) a
port connection, i.e., access to the WorldCom MAE switching equipment and the
connection of the port to either the local access facilities or to the
Customer's equipment, the permanent virtual circuits or other virtual data
paths assigned to said port, if desired ("MAE Connections") and (ii)
maintenance of the equipment and services provided by WorldCom (collectively
"Service"). The Service is subject to the terms and conditions contained here
and the WorldCom Commercial Application for Credit.

2. TERM: The Term of this Agreement shall be [ ] 1 Year [ ] 2 Years [X] 3 Years
("Term"). Upon expiration of the Term, unless either party gives written notice
to the other party thirty (30) days prior to the end of the Term, the Term will
continue on a month-to-month basis until this Agreement is terminated by either
party on at least thirty (30) days prior written notice to the other party.
Customer shall be liable for all charges associated with actual usage of the
Services during the Term and any extension thereof.

3. EFFECTIVE DATE: For the purposes of this Agreement, (i) if Customer has an
existing service agreement with WorldCom, the "Effective Date" will be the next
billing cycle following the date this Agreement has been fully executed by both
parties and Customer has received a satisfactory credit review and approval
from WorldCom's Credit Department, and all security documentation, if any,
required by WorldCom has been properly executed and delivered to WorldCom
(collectively, the "Credit Review"), and (ii) if Customer does not have an
existing service agreement with WorldCom, the "Effective Date" will be the date
this Agreement has been fully executed by both parties and the Credit Review
has been completed.

4. SERVICE RATES: (Check desired port)

<TABLE>
<CAPTION>

                                   MONTHLY RECURRING        START-UP
SERVICE                                 CHARGE               CHARGE
<S>                                <C>                      <C>

[ ] 45 Mbps ATM port                    [*]                  [*]
[X] 155 Mbps ATM port                   [*]                  [*]
[ ] 622 Mbps ATM port                   [*]                  [*]

ANCILLARY CHARGES

Permanent Virtual Circuit (PVC) moves, adds or changes                $ [*]/PVC
(Charge does not apply to PVCs setup at time of initial
port installation)

Non-Administrative Order Charge/Port
     Pre-engineering                                                  [*]
     Post-engineering                                                 [*]
</TABLE>

Customer purchasing CPE from WorldCom under separate agreement (check
applicable box): [ ] Yes  [X] No

TERM AND VOLUME DISCOUNTS: The following discount schedule applies to the
Monthly Recurring Charge for MAE ATM ports only, as shown in Section 4.

<TABLE>
<CAPTION>

                                                  TERM
                                   ------------------------------------
TOTAL MONTHLY SERVICE CHARGES*     1 YEAR         2 Year         3 Year
<S>                                <C>            <C>            <C>

             $0                     [*]            [*]            [*]
           $2,500                   [*]            [*]            [*]
           $5,000                   [*]            [*]            [*]
           $7,500                   [*]            [*]            [*]
          $10,000                   [*]            [*]            [*]
          $15,000                   [*]            [*]            [*]
          $20,000                   [*]            [*]            [*]
          $30,000                   [*]            [*]            [*]
          $40,000                   [*]            [*]            [*]
          $50,000                   [*]            [*]            [*]
</TABLE>

*Charges set forth in Section 4 of this Agreement excluding local access
monthly recurring and/or installation fees, collocation fees or additional
customer premises equipment costs. Customer shall be responsible for all such
charges associated with the service

258/08/98.3



[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

<PAGE>   8
5. PAYMENT BILLING:

      A.    Payment is due 30 days after date of invoice. Accounts are in
            default if payment is not received within such 30-day period.
            Accounts unpaid 60 days after date of invoice may have their service
            disconnected without further notice to Customer.

            Such disconnection does not relieve Customer from the obligation to
            pay the monthly charge and any applicable cancellation charges. Only
            a written request to terminate Customer's service relieves Customer
            of Customer's obligation to pay the monthly account charge. Accounts
            in default are subject to an interest charge of 1.5% per month on
            the outstanding balance. If Customer's state law does not allow an
            interest rate of 1.5% per month, the maximum allowable rate for
            Customer's state will be charged. Customer agrees to pay WorldCom
            its reasonable expenses, including attorney and collection agency
            fees, incurred in enforcing its rights under this Agreement.

      B.    Billing for Service will commence when the connection from the MAE
            facility is completed to Customer's site or collocation space and IP
            packets can be passed. Service is invoiced monthly in advance.

6. CANCELLATION CHARGE:

      A.    After this Agreement is accepted by WorldCom, Customer may cancel
            all or a portion of the Service if Customer provides written
            notification thereof to WorldCom thirty (30) days in advance of the
            effective date of cancellation. In such case, Customer shall pay to
            WorldCom all charges for Service described herein provided through
            the effective date of such cancellation plus a cancellation charge
            determined as follows: (i) if the Term is one (1) year or less, then
            the cancellation charge shall be an amount equal to the balance of
            the monthly recurring charges (then in effect at the time of
            cancellation) for such canceled Service that otherwise would have
            become due for the unexpired balance of the Term (but in no event
            less than zero); (ii) if the Term is longer than one (1) year and
            such cancellation becomes effective prior to completion of the first
            year of the Term, then the cancellation charge shall be an amount
            equal to the balance of the monthly recurring charges (then in
            effect at the time of cancellation) for such canceled Service that
            otherwise would have become due for the unexpired portion of the
            first year of the Term plus eighty-five percent (85%) of the balance
            of such monthly recurring charges for the remainder of the Term
            beyond the first year; and, (iii) if the Term for the canceled
            Service is longer than one (1) year and such cancellation becomes
            effective after completion of the first year of the Term, then the
            cancellation charge shall be an amount equal to seventy-five percent
            (75%) of the balance of the monthly recurring charges (then in
            effect at the time of cancellation) for such canceled Service that
            otherwise would have become due for the unexpired portion of the
            Term. It is agreed that WorldCom's damages in the event Customer
            cancels Service shall be difficult or impossible to ascertain. The
            aforementioned provision for a cancellation charge is intended to
            establish liquidated damages in the event of a cancellation and is
            not intended as a penalty.

      B.    Service Credits: If Customer notifies WorldCom immediately upon
            failure to access Service and WorldCom determines in its reasonable
            commercial judgment that Service is unavailable to Customer, the
            following will apply: (i) if WorldCom determines that Service is
            unavailable for one (1) or more (but fewer than four) consecutive
            hours during such calendar month, WorldCom, upon Customer's request,
            will credit Customer's account for such month the pro-rated charges
            equal to one (1) day's service, (ii) if WorldCom determines that
            Service is unavailable for four (4) or more hours during such
            calendar month, WorldCom, upon Customer's request, will credit
            Customer's account for such month for the pro-rated charges equal to
            one (1) week's service. This paragraph states WorldCom's sole
            obligation and Customer's exclusive remedy for any unavailability of
            Service. The remedies set forth in this paragraph shall not apply if
            unavailability of Service is due to scheduled maintenance,
            Customer's equipment, Customer access connections, network
            unavailability outside of Service or events of force majeure.
            Credits will not apply to charges for local access or any charges
            for services other than the Service as described in paragraph (i)
            above. Customers with multiple connections to a failed MAE ATM
            facility will not receive credits pursuant to this paragraph if at
            least one connection continues with Service available. Customer's
            account shall not be credited more than once per month pursuant to
            this paragraph.

7. CUSTOMER'S RESPONSIBILITIES:

      A.    Fraudulent Transactions: In the event WorldCom discovers fraudulent
            use of Service (or reasonably believes such fraudulent use exists),
            nothing contained herein shall prohibit WorldCom from taking
            immediate action (without notice to Customer) that is reasonably
            necessary to prevent such fraudulent use of Service from taking
            place, including without limitation, denying or terminating Service
            to and from specific locations.

      B.    Preparation: WorldCom is not responsible for the installation,
            maintenance, compatibility or performance of any equipment or
            software not provided by WorldCom, and Customer shall indemnify
            WorldCom and its affiliates against any infringement claims arising
            out of the use of such third party equipment or software in
            connection with the Service. If such third party equipment or
            software impairs Service, Customer shall remain liable for payment,
            and if such third party equipment is likely to cause hazard or
            service obstruction, Customer shall eliminate such likelihood at
            WorldCom's request.
<PAGE>   9
    C.  Use of Products and Services: Customer shall not, nor shall it permit or
        assist others including Customer's end users and customers to: (i) use
        the Service for any purpose other than that for which it is intended or
        use the Service in violation of any applicable law or regulation or in
        aid of any unlawful act including any use that is harassing, or which
        infringes on another's intellectual property rights, copyrighted
        material, material legally judged to be threatening or obscene, or
        material protected by trade secret, or which otherwise constitutes
        Service abuse, and Customer shall be responsible for any such misuse of
        the Service, (ii) use Service so as to interfere with the use of the MAE
        facility or any other network or the use of any Service by other
        customers or authorized users, (iii) use the Service to access, alter,
        destroy or attempt to access, alter or destroy any information of
        another WorldCom customer, (iv) fail to maintain a suitable environment
        specified by WorldCom, or (v) alter, tamper with, adjust or repair the
        Service. Upon the occurrence of any of the above, WorldCom shall be
        completely released from any liability or obligation to Customer
        relative to the Service and this Agreement, and Customer shall be liable
        to WorldCom for costs or damages incurred by WorldCom resulting
        therefrom. Customer shall indemnify and hold WorldCom harmless against
        any liabilities losses, demands, liabilities, suits or actions including
        any claims resulting from Customer's use of Service, or use of the
        Service by its customers or others throughout Customer's chain of
        distribution, including end users, which damages WorldCom or a third
        party. Customer shall be responsible for communicating with Customer's
        own users of the Service, and for handling all complaints and trouble
        reports made by such users. Customer must comply with reasonable
        security procedures and standards with respect to Customer's own routers
        or switch equipment that interface with Service. WorldCom may (but is
        under no obligation to) communicate security issues to Customer from
        time to time when abuse or misuse is observed or reported by others.
        Customer shall be responsible for compliance with rules governing the
        networks of other WorldCom MAE Service customers which may include
        executing interconnection agreements with such other WorldCom MAE
        Service customers. Customer shall indemnify, defend and hold WorldCom
        harmless, from and against any and all losses, claims, demands,
        liabilities, suits or actions by any WorldCom MAE Service customers to
        the extent such claim, demand, liability, suit or action relates to
        Customers obligations contained herein.

    D.  Customer equipment: Customer agrees to connect only WorldCom certified
        equipment to the MAE ATM switch equipment. This applies whether the
        Service is terminated at collocation space within WorldCom facilities or
        the service is terminated at Customer's premises by use of WorldCom's or
        any other carriers' local access circuits.

    E.  Maintenance: WorldCom reserves the right to perform scheduled and
        emergency maintenance on the MAE facilities and any other equipment used
        to provide the Service. In the case of scheduled maintenance, WorldCom
        agrees to give Customer prior notice of the maintenance outage. In the
        case of emergency maintenance, WorldCom agrees to use its best efforts
        to notify Customer prior to such maintenance outage.

    F.  Peering: WorldCom does not undertake to secure a commercial agreement
        and technical implementation between two Internet service providers to
        exchange Internet traffic between their two networks ("Peering") for
        the Customer. Connection to a MAE does not indicate that Customer will
        be able to transmit traffic to or receive traffic from any other Service
        customer connected to a MAE. WorldCom in no way guarantees Customer that
        any other customer connected to a MAE will remain connected. Before
        WorldCom will provide Customer with Service, Customer must provide
        WorldCom with a copy of a bona fide Peering agreement between Customer
        and a WorldCom MAE Customer.

8.  MODIFICATION OF SERVICES: WorldCom reserves the right to eliminate Service
    offerings and/or modify charges for Service offerings (which charge
    modifications shall not exceed then current generally available WorldCom
    charges for comparable services), upon not less than thirty (30) days prior
    notice to Customer, which notice will state the effective date for the
    charge modifications. In the event WorldCom notifies Customer of the
    elimination of a Service offering and/or an increase in the charge,
    Customer may terminate the affected Service without incurring a
    cancellation charge. In order to cancel that offering, Customer must notify
    WorldCom, in writing, at least fifteen (15) days prior to the effective
    date of the increase in charges.

9.  WARRANTY; DISCLAIMER OF WARRANTIES; LIMITED LIABILITY: CUSTOMER ASSUMES
    TOTAL RESPONSIBILITY FOR CUSTOMER AND CUSTOMER USER'S USE OF THE SERVICES.
    WORLDCOM MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR
    ENDORSEMENTS REGARDING ANY MERCHANDISE, INFORMATION, PRODUCTS OR SERVICES
    PROVIDED THROUGH THE INTERNET. THE SERVICE IS PROVIDED ON AN "AS IS" AND
    "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
    INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR
    IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
    NO ADVICE OR INFORMATION GIVEN BY WORLDCOM'S EMPLOYEES, AGENTS OR
    CONTRACTORS SHALL CREATE A WARRANTY. UNDER NO CIRCUMSTANCES SHALL WORLDCOM
    BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
    CONSEQUENTIAL DAMAGES THAT RESULT FROM CUSTOMER OR CUSTOMER USERS' USE OF
    OR INABILITY TO ACCESS ANY PART OF THE INTERNET OR CUSTOMER OR CUSTOMER
    USERS' RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED
    ON OR THROUGH THE SERVICE, OR THAT RESULT FROM
<PAGE>   10
     MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS,
     DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. If
     Customer is dissatisfied with the Service, excluding the remedies set
     forth in 8(B), Customer's sole exclusive remedy is to terminate this
     Agreement.

10.  INDEMNIFICATION: Customer agrees to indemnify, hold harmless, and defend
     WoldCom, its respective directors, officers, agents, employees and/or
     representatives from and against any and all claims, demands, causes of
     action, losses, expenses or liabilities, including reasonable attorney's
     fees, on account of injury or death of any person or loss of or damage to
     any and all property arising, directly or indirectly, out of the acts or
     omissions of Customer, any subcontractor, director, officer, agent,
     employee and/or representative of each of them, in the performance of any
     work under this Agreement, except to the extent such cause of action,
     loss, expense or liability is caused solely by the gross negligence of
     WorldCom.

11.  NOTICES: Notices under this Agreement shall be in writing and delivered to
     the person identified below at the offices of the parties as they appear
     below, or as otherwise provided for, by proper notice hereunder. Notices
     will be effective and deemed delivered (i) three (3) business days after
     posting with the United States Postal Service ("U.S. Mail") when mailed by
     certified mail, return receipt requested; (ii) one (1) business day after
     pick-up by a courier service when sent by overnight courier; or (iii) one
     (1) business day after the date of the sender's electronic confirmation of
     receipt when sent by facsimile transmission. The party sending a notice by
     U.S. Mail or overnight courier will bear the postage charges required for
     the selected delivery method. Parties to receive notices are:

           IF TO WORLDCOM:                          IF TO CUSTOMER:

Director of Marketing                   Director, Legal Affairs
-------------------------------------   ----------------------------------------
(NAME - PARTY TO RECEIVE NOTICES)       (NAME - PARTY TO RECEIVE NOTICES)

Address (not P.O. Box address):         Address (not P.O. Box address):

515 East Amite                          10355 N. De Anza Blvd.
-------------------------------------   ----------------------------------------

Fourth Floor
-------------------------------------   ----------------------------------------

Jackson, MS 39201-2702
-------------------------------------   ----------------------------------------

Phone No.: 601-974-8425                 Phone No.: 408-863-6602
           --------------------------              -----------------------------

Fax No.: 601-974-8450                   Fax No.: 408-777-1451
         ----------------------------            -------------------------------

12.  USE OF SERVICE: The provision of Service will not create a partnership or
     joint venture between the parties or result in a joint communications
     service offering to any third parties. Only upon express written consent
     shall Customer be permitted to use WorldCom's name, trademarks, tradename,
     service marks or any other intangible property owned by WorldCom for the
     promotion of Customer's use of the Service.

13.  GENERAL: Customer may not assign this Agreement. Customer may not
     subcontract with other persons or entities to undertake any of Customer's
     obligations that are set forth in this Agreement. Any legal action arising
     out of this Agreement must be brought within one (1) year.

14.  SURVIVAL OF TERMS: The terms and provisions contained in this Agreement
     that by their sense and content are intended to survive the performance
     thereof by the parties hereto shall so survive the completion of
     performance and termination of this Agreement, including, without
     limitation, provisions for indemnification and the making of any and all
     payments due hereunder.

     C.   ENTIRE AGREEMENT: This Agreement, including any documents incorporated
          herein by reference, and the WorldCom Commercial Application for
          Credit, constitutes the full understanding of the parties and
          supersedes any and all previous representations, understandings or
          agreements between the parties and shall prevail notwithstanding any
          variance with terms and conditions of any order submitted.
<PAGE>   11
This Agreement is subject to the Credit Application forms executed in
connection with the services provided herein and sets forth the entire
Agreement and understanding of the parties relating to the subject matter
covered, and supersedes and cancels all prior agreements between Customer and
WorldCom relating to MAE services. Limitations may apply to combining the Term
discount with other special offers. Modifications to the standard terms and
conditions contained in this Agreement are not permitted and shall not be
valid. Activation of Service shall indicate WorldCom's acceptance of this
Agreement Customer acknowledges that WorldCom is under no duty, implied or
otherwise, to activate the Service and will not be subject to liability, if
any, under the terms of this Agreement until such Service is activated. As
authorized agent of Customer, I agree to the above terms and conditions of this
Agreement.

Name: PETER OLSON
      ---------------------------------------------------------------
Company/Account Name: TELOCITY, INC.
                      -----------------------------------------------
Signature: /s/ PETER D. OLSON
           ----------------------------------------------------------
Title: C.T.O.
       --------------------------------------------------------------
Date: 8/23/99
      ------------------------
<PAGE>   12
[WORLDCOM LOGO]                                      CUSTOMER SERVICE ORDER FORM

<TABLE>
<CAPTION>
ORDER

<S>                     <C>                                 <C>                    <C>
   Billed Company Name: Telocity, Inc.                      Customer Desired Date: 10/30/1999
          Service Type: SONET oc3 point-to-point                 Related Order Id:
              Quantity: 1                                           Contract Term: 01
              Order Id: I11267                                      Contract Unit: year
             Initiator: Andrew Robinson                           Billing Address: 10355 N De Anza Blvd. 1st Fl
Initiator Company Name: Telocity, Inc.                                             Cupertino, CA 95014-2027
       Initiator Phone: (408) 863-5656
         Initiator Fax: (408) 777-1451

</TABLE>


<TABLE>
<CAPTION>
LOCATION 1                                                  LOCATION 2

<S>                       <C>                                 <C>                      <C>
                 Address: 10355 N De Anza Blvd                                Address: 55 S Market St
                          Cupertino, CA 95014-2027                                     San Jose, CA 95113-2324

                 Company: Telocity                                            Company: Mae West
                   Floor: 1st     Room: telco                                   Floor: 10      Room: colo 3
        Customer Circuit:                                            Customer Circuit:
             Customer PO:                                                 Customer PO:
      Technical Contract: Andrew Robinson                           Technical Contact: Dan Schafer (7480)
 Technical Contact Phone: (408) 863-6656                      Technical Contact Phone: (415) 395-7480

</TABLE>

<TABLE>
<CAPTION>
DS-0
<S>                                <C>                      <C>
DS0 Service Type:


DS-1                               DS-3                     EQUIPMENT
Line Coding:                       Framed:                  Equipment Type:
    Framing:

</TABLE>

OTHER SERVICES

     Description; optical

REMARKS

     1. please note that location 1 will be added to the network, thus, we
     2. will NOT need a type2 circuit.
     3.

SERVICE CHARGES

<TABLE>
<CAPTION>
                         MONTHLY RECURRING CHARGES                    NON-RECURRING CHARGES
<S>                      <C>            <C>                           <C>             <C>
                         Unit $         Total $                       Unit $          Total $
 Facility Charge:        [*]             [*]                            [*]             [*]
Equipment Charge:        [*]             [*]                            [*]             [*]
   Total Charges:                        [*]                                            [*]

</TABLE>


Customer Approval /s/ PETER OLSON
                 ---------------------------------------------------------------
                 SIGNATURE                              TITLE               DATE

Services which are under the jurisdiction of the Federal Communication (F.C.C.)
will be provided subject to the terms and conditions of applicable Worldcom,
Inc. tariffs on file with the F.C.C.. Services subject to state jurisdiction
will be rendered according to terms and conditions set forth in WorldCom, Inc.
tariffs filed with the applicable regulatory agency of the state in which the
service is provided. All relevant tariff provisions are incorporated by
reference in any customer service order. Tariffs are available for inspection
from the F.C.C. or the state regulatory agency, as appropriate or from
WorldCom, Inc.

                         FOR WORLDCOM INTERNAL USE ONLY
SIGNATURE                            TITLE                                  DATE



[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

<PAGE>   13
                  [WORLDCOM LOGO] CUSTOMER SERVICE ORDER FORM

ORDER
<TABLE>
<S>                                                        <C>
    Billed Company Name: Telocity, Inc.                       Customer Desired Date: 10/30/1999
           Service Type: SONET oc3 point-to-point                  Related Order Id:
               Quantity: 1                                            Contract Term: 01
               Order Id: I11267                                       Contract Unit: year
              Initiator: Andrew Robinson                            Billing Address: 10355 N De Anza Blvd 1st Fl
 Initiator Company Name: Telocity, Inc.                                              Cupertino, CA 95014-2027
        Initiator Phone: (408) 863-6656
          Initiator Fax: (408) 777-1451

LOCATION 1                                                  LOCATION 2

                Address: 10355 N De Anza Blvd                               Address: 55 S Market St
                         Cupertino, CA 95014-2027                                    San Jose, CA 95113-2324

                Company: Telocity                                           Company: Mae West
                  Floor: 1st      Room: telco                                 Floor: 10     Room: colo 3
       Customer Circuit:                                           Customer Circuit:
            Customer PO:                                                Customer PO:
      Technical Contact: andrew robinson                          Technical Contact: Dan Schafer (7480)
Technical Contact Phone: (408) 863-6656                     Technical Contact Phone: (415) 395-7480

     DS-0
     DS0 Service Type:

     DS-1                               DS-3                                         EQUIPMENT

  Line Coding:                      Framed:                                     Equipment Type:
      Framing:

     OTHER SERVICES

       Description: optical
</TABLE>
     REMARKS:

        1:   please note that location 1 will be added to the network, thus, we
        2:   will NOT need a type2 circuit.
        3:

     SERVICE CHARGES
<TABLE>
<CAPTION>
                         Monthly Recurring Charges               Non-Recurring Charges
                           Unit $        Total $                  Unit $      Total $
                         --------       --------                 --------     --------
<S>                      <C>            <C>                      <C>          <C>
 Facility Charge:        [*]               [*]                   [*]             [*]

Equipment Charge:        [*]               [*]                   [*]             [*]

   Total Charges:                          [*]                                   [*]
</TABLE>

Customer Approval  /s/ PETER OLSON
                  --------------------------------------------------------------
                  SIGNATURE                      TITLE                  DATE

Services which are under the jurisdiction of the Federal Communication (F.C.C.)
will be provided subject to the terms and conditions of applicable WorldCom,
Inc. tariffs on file with the F.C.C. Services subject to state jurisdiction will
be rendered according to terms and conditions set forth in WorldCom, Inc.
tariffs filed with the applicable regulatory agency of the state in which the
service is provided. All relevant tariff provisions are incorporated by
reference in any customer service order. Tariffs are available for inspection
from the F.C.C. or the state regulatory agency, as appropriate or from
WorldCom, Inc.

                         FOR WORLDCOM INTERNAL USE ONLY

                  SIGNATURE                      TITLE                  DATE


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   14
                  [WORLDCOM LOGO] CUSTOMER SERVICE ORDER FORM

ORDER
<TABLE>
<S>                                                        <C>
    Billed Company Name: Telocity, Inc.                       Customer Desired Date: 10/29/1999
           Service Type: SONET oc3 point-to-point                  Related Order Id:
               Quantity: 1                                            Contract Term: 03
               Order Id: I24283                                       Contract Unit: years
              Initiator: Andrew Robinson                            Billing Address: 10355 N De Anza Blvd 1st Fl
 Initiator Company Name: Telocity, Inc.                                              Cupertino, CA 95014-2027
        Initiator Phone: (408) 863-6656
          Initiator Fax: (408) 777-1451

LOCATION 1                                                  LOCATION 2

                Address: 1919 Gallows Rd.                                   Address: 1755 Old Meadow Rd
                         Vienna, VA 22182-3964                                       McLean, VA 22102-4301

                Company: MFS MAE EAST                                       Company: Level 3 Communications
                  Floor: P1       Room: colo                                  Floor: 1             Room:
       Customer Circuit:                                           Customer Circuit:
            Customer PO:                                                Customer PO:
      Technical Contact: John Milne (2017)                        Technical Contact: Annette Martin
Technical Contact Phone: (703) 506-2017                     Technical Contact Phone: (800) 373-2499

     DS-0
     DS0 Service Type:

     DS-1                               DS-3                                         EQUIPMENT

  Line Coding:                      Framed:                                     Equipment Type:
      Framing:

     OTHER SERVICES

       Description: optical
</TABLE>
     REMARKS:

        1:   this is a new oc-3c between the level3 collocation site at loc2 and
        2:   MAE East at loc1.
        3:

     SERVICE CHARGES
<TABLE>
<CAPTION>
                         Monthly Recurring Charges               Non-Recurring Charges
                           Unit $        Total $                  Unit $      Total $
                         --------       --------                 --------     --------
<S>                      <C>            <C>                      <C>          <C>
 Facility Charge:             [*]            [*]                      [*]          [*]

Equipment Charge:             [*]            [*]                      [*]          [*]

   Total Charges:                            [*]                                   [*]
</TABLE>

Customer Approval  /s/ PETER OLSON
                  --------------------------------------------------------------
                  SIGNATURE                      TITLE                  DATE

Services which are under the jurisdiction of the Federal Communication (F.C.C.)
will be provided subject to the terms and conditions of applicable WorldCom,
Inc. tariffs on file with the F.C.C. Services subject to state jurisdiction will
be rendered according to terms and conditions set forth in WorldCom, Inc.
tariffs filed with the applicable regulatory agency of the state in which the
service is provided. All relevant tariff provisions are incorporated by
reference in any customer service order. Tariffs are available for inspection
from the F.C.C. or the state regulatory agency, as appropriate or from
WorldCom, Inc.

                         FOR WORLDCOM INTERNAL USE ONLY

                  SIGNATURE                      TITLE                  DATE


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   15
                  [WORLDCOM LOGO] CUSTOMER SERVICE ORDER FORM

ORDER
<TABLE>
<S>                                                        <C>
    Billed Company Name: Telocity, Inc.                       Customer Desired Date: 10/29/1999
           Service Type: SONET oc3 point-to-point                  Related Order Id:
               Quantity: 1                                            Contract Term: 03
               Order Id: I24283                                       Contract Unit: years
              Initiator: Andrew Robinson                            Billing Address: 10355 N De Anza Blvd 1st Fl
 Initiator Company Name: Telocity, Inc.                                              Cupertino, CA 95014-2027
        Initiator Phone: (408) 863-6656
          Initiator Fax: (408) 777-1451

LOCATION 1                                                  LOCATION 2

                Address: 1919 Gallows Rd.                                   Address: 1755 Old Meadow Rd
                         Vienna, VA 22182-3964                                       McLean, VA 22102-4301

                Company: MFS MAE EAST                                       Company: Level 3 Communications
                  Floor: P1       Room: colo                                  Floor: 1             Room:
       Customer Circuit:                                           Customer Circuit:
            Customer PO:                                                Customer PO:
      Technical Contact: John Milne (2017)                        Technical Contact: Annette Martin
Technical Contact Phone: (703) 506-2017                     Technical Contact Phone: (800) 373-2499

     DS-0
     DS0 Service Type:

     DS-1                               DS-3                                         EQUIPMENT

  Line Coding:                      Framed:                                     Equipment Type:
      Framing:

     OTHER SERVICES

       Description: optical
</TABLE>
     REMARKS:

        1:   this is a new oc-3c between the level3 collocation site at loc2 and
        2:   MAE East at loc1.
        3:

     SERVICE CHARGES
<TABLE>
<CAPTION>
                         Monthly Recurring Charges               Non-Recurring Charges
                           Unit $        Total $                  Unit $      Total $
                         --------       --------                 --------     --------
<S>                      <C>            <C>                      <C>          <C>
 Facility Charge:             [*]            [*]                      [*]          [*]

Equipment Charge:             [*]            [*]                      [*]          [*]

   Total Charges:                            [*]                                   [*]
</TABLE>

Customer Approval  /s/ PETER OLSON
                  --------------------------------------------------------------
                  SIGNATURE                      TITLE                  DATE

Services which are under the jurisdiction of the Federal Communication (F.C.C.)
will be provided subject to the terms and conditions of applicable Worldcom,
Inc. tariffs on file with the F.C.C. Services subject to state jurisdiction will
be rendered according to terms and conditions set forth in WorldCom, Inc.
tariffs filed with the applicable regulatory agency of the state in which the
service is provided. All relevant tariff provisions are incorporated by
reference in any customer service order. Tariffs are available for inspection
from the F.C.C. or the state regulatory agency, as appropriate or from
WorldCom, Inc.

                             FOR WORLDCOM USE ONLY

                  SIGNATURE                      TITLE                  DATE


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   16


DIRECTIONS: Fill in information with SHADED AREAS                    TELOCITY
                                                                       LOGO
Vendor: MCI/Worldcom

Telcom Sales

201 Spear Street, 5th Floor, SF, CA 94105

Phone: 415-228-1439
Fax:   415-228-1309


              Purchase
            Request Form

For purchasing department use only:
PO#     CO#     RLS#    CDO:  Y  N
Acct Distribution:

--------------------------------------------------------------------------------
Date Confirmed           Vendor Contact           Required Delivery Date

--------------------------------------------------------------------------------
DATE OF REQUEST       IN CURRENT YEAR'S PLAN?          Requisition #
    8/20/99                    YES                         N/A
--------------------------------------------------------------------------------
REASON FOR PURCHASE (BUSINESS JUSTIFICATION):
MAE - East, MAE - West, Ports & Colo      3 Year Contract
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Ship Via        F.O.B. Point        Destination         Terms          Taxable

--------------------------------------------------------------------------------
 In-Plant        DEPARTMENT                  Project #                 Buyer
Destination        Network                      N/A                Sonia Colgan
--------------------------------------------------------------------------------
                Special Instructions (If any)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
           QUANTITY        Vendor        Telocity
 Item     REQUESTED      Part Number    Part Number            DESCRIPTION
--------------------------------------------------------------------------------
  1           1                                         Mae East Port Install
--------------------------------------------------------------------------------
  2           1                                         Mae East Port Monthly
--------------------------------------------------------------------------------
  3           1                                         Mae East Colo
--------------------------------------------------------------------------------
  4           1                                         Mae West Port Install
--------------------------------------------------------------------------------
  5           1                                         Mae West Port Monthly
--------------------------------------------------------------------------------
  6           1                                         Mae West Colo
--------------------------------------------------------------------------------
  7
--------------------------------------------------------------------------------
  8
--------------------------------------------------------------------------------
  9
--------------------------------------------------------------------------------
  10
--------------------------------------------------------------------------------
  11
--------------------------------------------------------------------------------
  12
--------------------------------------------------------------------------------



--------------------------------------------------------
Suggested Unit       Actual Unit
    Price               Price          Extended Amount
--------------------------------------------------------
        [*]                 [*]                [*]
--------------------------------------------------------
        [*]                 [*]                [*]
--------------------------------------------------------
                            [*]                [*]
--------------------------------------------------------
        [*]                 [*]                [*]
--------------------------------------------------------
        [*]                 [*]                [*]
--------------------------------------------------------
                            [*]                [*]
--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------
TOTAL VALUE OF PURCHASE REQUEST                [*]
--------------------------------------------------------

Andrew Robinson
------------------------    ---------------------------
REQUESTER - PRINT OR TYPE   APPROVAL #1 - PRINT OR TYPE

---------------------------
Approval #2 - Print or Type


SIGNATURES:    /s/ Andrew Robinson
               ------------------------    ---------------------------
               REQUESTER - SIGNATURE       APPROVAL #1 - SIGNATURE

/s/ PETER OLSON
---------------------------
Approval #2 (if necessary)

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.