<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                  FIRST AMENDMENT TO NETWORK SERVICES AGREEMENT


       THIS FIRST AMENDMENT to the Network Services Agreement (the "AMENDMENT"),
effective as of January 8, 2002 (the "AMENDMENT EFFECTIVE DATE") is made by and
between America Online, Inc., a Delaware corporation with offices at 22000 AOL
Way, Dulles, Virginia 20166 ("AOL"), and Genuity Solutions Inc. (formerly, BBN
Corporation), a Massachusetts corporation with offices at 225 Presidential Way,
Woburn, Massachusetts 01801 ("GENUITY").

RECITALS

       WHEREAS, AOL and BBN Corporation entered into that certain Network
Services Agreement, effective as of December 31, 1999 (the "AGREEMENT");

       WHEREAS, on May 19, 2000, BBN Corporation changed its name to Genuity
Solutions Inc.;

       WHEREAS, pursuant to the terms of the Agreement, as amended hereby, AOL
agrees to purchase and Genuity agrees to provide those certain Dial-Up Access
Services through December 31, 2006, those certain Other Services through
December 31, 2005 and those certain Broadband Backhaul Services for DSL through
December 31, 2004; and

       WHEREAS, AOL and Genuity both desire to modify certain terms of the
Agreement, as provided herein.

       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, AOL and Genuity agree as follows:

TERMS

1.     DEFINED TERMS. Capitalized terms used but not otherwise defined herein
       shall have the meanings given thereto in the Agreement. Defined terms in
       this Amendment shall be deemed incorporated into the Agreement.

2.     RELEASE OF OBLIGATIONS.

       2.1. INTERNATIONAL PURCHASE COMMITMENT. Genuity hereby releases AOL from
            any and all of its obligations under Section 2.8(c) of Schedule B of
            the Agreement (such obligations, collectively, the "RELEASED
            INTERNATIONAL PURCHASE COMMITMENT"). Section 2.8(c) of Schedule B of
            the Agreement is hereby deleted in its entirety.

       2.2. DIAL-UP PURCHASE COMMITMENT. Genuity hereby releases AOL from any
            and all of its obligations with respect to Sections 2(c) and 2(d) of
            Exhibit B-1 of the Agreement (such obligations, collectively, the
            "RELEASED DIAL-UP PURCHASE COMMITMENT"). The parties hereby
            acknowledge and agree that AOL has satisfied all of its obligations
            with respect to the Dial-Up Purchase Commitment under Sections 2(a)
            and 2(b) of Exhibit B-1 of the Agreement and shall have no further
            obligations thereunder.

       2.3. OTHER BROADBAND PURCHASE COMMITMENT. Genuity hereby releases AOL
            from any and all of its obligations under Section 2.2 of Exhibit C-1
            of the Agreement (such obligations, collectively, the "RELEASED
            OTHER BROADBAND PURCHASE COMMITMENT"). Section 2.2 of Exhibit C-1 of
            the Agreement is hereby deleted in its entirety. Notwithstanding
            anything to the contrary in the Agreement, Genuity shall have no
            obligation to offer or provide to AOL Broadband Backhaul Services;
            PROVIDED, HOWEVER, that Genuity shall continue to provide Broadband
            Backhaul Services for DSL in accordance with Schedule C of the
            Agreement. In the event that Genuity agrees to provide to AOL
            Broadband Backhaul Services other than for DSL (I.E., Broadband
            Backhaul Services for broadband traffic received from cable
            networks, wireless networks, satellite networks, or other
            technologies excluding DSL traffic originating from the public
            switched telephone network) (the

                                       1

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    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

            "OTHER BROADBAND SERVICES") from time to time under the Agreement,
            the parties agree that the pricing set forth in Exhibit C-2 of the
            Agreement shall not apply, and that the pricing for such Other
            Broadband Services shall be as mutually agreed in writing by Genuity
            and AOL on a case-by-case basis PROVIDED, HOWEVER, that the pricing
            set forth in Exhibit C-2 shall still apply to the provision of
            Broadband Backhaul Services for DSL.

3.     AMENDED DIAL-UP PURCHASE COMMITMENT. In lieu of AOL's prior obligations
       with respect to Sections 2(c) and 2(d) of Exhibit B-1 of the Agreement,
       AOL commits to maintain a minimum of [*MATERIAL OMITTED AND SEPARATELY
       FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated
       Dial-Up Access Ports commencing on the Amendment Effective Date and
       continuing through [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
       APPLICATION FOR CONFIDENTIAL TREATMENT] ("INITIAL COMMITMENT") and a
       minimum of [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
       APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated Dial-Up Access Ports
       commencing [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
       APPLICATION FOR CONFIDENTIAL TREATMENT] and continuing through the
       remainder of the Term ("REDUCED COMMITMENT") (such commitments shall be
       collectively referred to as the "AMENDED DIAL-UP PURCHASE COMMITMENT");
       provided that AOL's rights to decommission Dedicated Dial-Up Access Ports
       are subject to Section 8.2 of Schedule B of the Agreement, as amended
       hereby. For the avoidance of doubt, the parties acknowledge and agree
       that as of the Amendment Effective Date, Genuity is providing [*MATERIAL
       OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
       TREATMENT] Dedicated Dial-Up Access Ports as further described in
       Attachment A to this Amendment. The term "Amended Dial-Up Purchase
       Commitment" shall be substituted in lieu of the term "Dial-Up Purchase
       Commitment" throughout the Agreement, effective from and after the
       Amendment Effective Date.

4.     DECOMMISSIONING. Section 8.2 of Schedule B of the Agreement is hereby
       deleted and replaced in its entirety with the following:


       "8.2. DECOMMISSIONING OF DEDICATED DIAL-UP ACCESS PORTS.

            (a)    REDUCTION OF OTHER VENDORS' DECOM SHARE. Beginning [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT], Customer may decommission Dedicated
                   Dial-Up Access Ports that contribute to the satisfaction of
                   the Amended Dial-Up Purchase Commitment (that is, Customer
                   may (1) decommission any ports included in the Initial
                   Commitment (I.E., [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                   Dedicated Dial-Up Access Ports); and (2) decommission any
                   number of ports that would cause the total number of ports to
                   fall below the Reduced Commitment (I.E., [*MATERIAL OMITTED
                   AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] Dedicated Dial-Up Access Ports),
                   without liability, subject to the following:

                   (i)    Customer will provide one hundred twenty (120) days
                          prior written notice of the calling areas in which
                          Dedicated Dial-Up Access Ports are to be
                          decommissioned, as well as the associated quantities
                          of Dedicated Dial-Up Access Ports to be decommissioned
                          in each such area (E.G., Customer may decommission
                          ports on [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          pursuant to this Section 8.2(a) as long as Customer
                          provides Vendor notice 120 days prior to such date);

                   (ii)   the Vendor Decom Share for a calendar quarter shall
                          not (in the cumulative and not more than a de minimis
                          amount) exceed the Other Vendors' Decom Share for such
                          quarter;

                   (iii)  the decommissioning of Dedicated Dial-Up Access Ports
                          pursuant to this Section 8.2(a) shall not materially
                          change Customer's proportional distribution of
                          Dedicated Dial-Up Access Ports across Existing Calling
                          Areas; and

                   (iv)   if the decommissioning of Dedicated Dial-Up Access
                          Ports pursuant to this Section 8.2(a) causes the
                          aggregate number of Dial-Up Access Ports to fall below
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT]

                                       2

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    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                          percent ([*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          %) of the number of Dedicated Dial-Up Access Ports
                          comprising the Initial Commitment (I.E., fewer than
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated
                          Dial-Up Access Ports), then Vendor may, upon six (6)
                          months' prior notice to Customer, terminate this
                          Schedule B. Commencing upon such termination, Vendor
                          shall provide Transition Assistance pursuant to
                          Section 13.4 of the Master Agreement.

            (b)    RAMP DOWN FROM INITIAL COMMITMENT TO REDUCED COMMITMENT.
                   Notwithstanding Section 8.2(a) of this Schedule B, beginning
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT], Customer may
                   decommission Dedicated Dial-Up Access Ports in excess of the
                   Reduced Commitment (I.E., [*MATERIAL OMITTED AND SEPARATELY
                   FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                   Dedicated Dial-Up Access Ports), without liability, subject
                   to the following:

                   (i)    Customer will provide one hundred twenty (120) days
                          prior written notice of the calling areas in which
                          Dedicated Dial-Up Access Ports are to be
                          decommissioned, as well as the associated quantities
                          of Dedicated Dial-Up Access Ports to be decommissioned
                          in each such area (E.G., Customer may decommission
                          ports on [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          pursuant to this Section 8.2(b) as long as Customer
                          provides Vendor notice 120 days prior to such date);

                   (ii)   Customer will not decommission more than [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated
                          Dial-Up Access Ports per calendar month; and

                   (iii)  the decommissioning of Dedicated Dial-Up Access Ports
                          pursuant to this Section 8.2(b) shall not materially
                          change Customer's proportional distribution of
                          Dedicated Dial-Up Access Ports across Existing Calling
                          Areas;

                   PROVIDED, HOWEVER, that AOL and Genuity agree to meet in
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] to begin discussing
                   and negotiating in good faith a plan for implementing the
                   decommissioning, if any.

            (c)    REDUCTION OF DEDICATED DIAL-UP ACCESS PORTS IN EXCESS OF
                   AMENDED DIAL-UP PURCHASE COMMITMENT. Notwithstanding Sections
                   8.2(a) and 8.2(b) of this Schedule B, Customer may
                   decommission any Dedicated Dial-Up Access Ports ordered in
                   excess of those necessary to satisfy the Amended Dial-Up
                   Purchase Commitment, without liability subject to the
                   following:

                   (i)    Customer will provide one hundred twenty (120) days
                          prior written notice of the calling areas in which
                          Dedicated Dial-Up Access Ports are to be
                          decommissioned, as well as the associated quantities
                          of Dedicated Dial-Up Access Ports to be decommissioned
                          in each such area;

                   (ii)   Customer may decommission Dedicated Dial-Up Access
                          Ports pursuant this Section 8.2(c) only to the extent
                          that the first day of the month in which Final
                          Acceptance occurred for such ports is at least twelve
                          (12) months prior to the decommissioning date
                          requested by Customer pursuant to this Subsection (c);

                   (iii)  Customer will not decommission more than [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated
                          Dial-Up Access Ports per calendar month; and

                                       3

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   (iv)   the decommissioning of Dedicated Dial-Up Access Ports
                          pursuant to this Section 8.2(c) shall not materially
                          change Customer's proportional distribution of
                          Dedicated Dial-Up Access Ports across Existing Calling
                          Areas.

            (d)    Customer shall not be responsible for any charges for a
                   Dedicated Dial-Up Access Port to the extent such charges
                   correspond to the time after the requested decommissioning
                   date of which Customer provides Vendor with notification
                   pursuant to this Schedule B."

5.     AMENDED OTHER SERVICES PURCHASE COMMITMENT. Schedule D of the Agreement
       is hereby deleted and replaced in its entirety with the following:

       "1.  AMENDED OTHER SERVICES PURCHASE COMMITMENT. During the period
            beginning on the Amendment Effective Date and ending on December 31,
            2005 ("OTHER SERVICES TERM"), Customer or a Customer Affiliate
            agrees to order from Vendor services (excluding Dial-Up Access
            Services, Broadband Backhaul Services for DSL and Dial-Up Access
            Services provided outside of the United States) (such services to be
            ordered the "OTHER SERVICES") such that the aggregate charges paid
            to Vendor and Vendor's Affiliates for such Other Services are equal
            to or greater [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
            APPLICATION FOR CONFIDENTIAL TREATMENT] (subject to the provisions
            of this Section 1 and as set forth in Section 2 below) (such
            commitment the "AMENDED OTHER SERVICES PURCHASE COMMITMENT");
            PROVIDED, HOWEVER, that the Amended Other Services Purchase
            Commitment shall be subject to the following:

            (a)    AVAILABILITY OF SERVICES AND QUARTERLY UPDATES. Vendor hereby
                   agrees that (i) the Other Services set forth in Exhibits D-1
                   and D-2 attached hereto (as may be amended by Vendor from
                   time to time) shall be available for ordering by Customer and
                   any Customer Affiliate during the Other Services Term, (ii)
                   during the first calendar month of each calendar quarter
                   during the Other Services Term, Vendor shall provide to
                   Customer an updated list of Other Services available for
                   ordering by Customer and any Customer Affiliate during the
                   Other Services Term ("QUARTERLY SERVICES UPDATE"); and (iii)
                   any Other Service which Vendor offers or provides, or is able
                   to offer or provide, on or after the Amendment Effective Date
                   shall be available for ordering by Customer and any Customer
                   Affiliate during the Other Services Term; PROVIDED, HOWEVER,
                   that subject to Section 1(b) below, nothing herein shall
                   prevent Vendor from discontinuing the offering of any of the
                   Other Services set forth in Exhibits D-1 and D-2 or in any
                   Quarterly Services Update.

            (b)    DISCONTINUANCE OF PRIMARY SERVICES. In the event that Vendor
                   discontinues, during the Other Services Term, offering any of
                   the Primary Services (as defined below), then such
                   discontinued Primary Service shall still be deemed to be an
                   Available Service (as defined below), and to the extent
                   Customer or any Customer Affiliate subsequently orders Third
                   Party Replacement Services (as defined below) from a third
                   party vendor any time during the Other Services Term, then
                   upon the provision of notice to Vendor (and to Vendor's
                   designated Account Manager) in accordance with Section 16.4
                   of the Master Agreement:

                   (i)    The Amended Other Services Purchase Commitment shall
                          be [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] as of the
                          date on which Customer places a firm order for Third
                          Party Replacement Services, [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] PROVIDED, HOWEVER, that (A)
                          the [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                          TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] in the
                          Amended Other Services Purchase Commitment shall be
                          verified (and adjusted, as necessary) as of the end of
                          each Biannual Period immediately following the
                          Biannual Period in which a firm order is placed by
                          Customer or a Customer Affiliate for the applicable
                          Third Party Replacement Services (or sooner to the
                          extent provided for in Section 2(c)(i) below); and (B)
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] shall be equal
                          to [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] and for
                          which (1) Customer has been [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN

                                       4

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                          APPLICATION FOR CONFIDENTIAL TREATMENT] or (2) in the
                          case of leased services, Customer has, at a minimum,
                          received its [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          as certified by an officer of Customer (Vice President
                          level or higher), with such certification to be
                          accompanied by [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          to allow Vendor to calculate and ascertain the
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] provided that
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] as appropriate
                          in Customer's sole discretion. In the event Customer
                          has recurring payment obligations for Third Party
                          Replacement Services provided on a recurring basis
                          (E.G., leased services), [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] shall contribute to [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] the Amended
                          Other Services Purchase Commitment for the Biannual
                          Period [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          even if Customer [*MATERIAL OMITTED AND SEPARATELY
                          FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT] beyond the period [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] the end of the Biannual Period
                          in which such Third Party Replacement Services are
                          ordered.

                   (ii)   No [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] the Amended
                          Other Services Purchase Commitment shall be made with
                          respect to any of the Primary Services that are
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] which are
                          discontinued by Vendor or a Vendor Affiliate because
                          the provision of such [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] causes Vendor or a Vendor
                          Affiliate to be subject to [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] as a provider of [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] if such Vendor
                          or Vendor Affiliate is not otherwise subject to such
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT].

                   (iii)  The parties agree that for purposes of this Section
                          1(b), notice may be provided by email under Section
                          16.4 of the Master Agreement and shall be deemed duly
                          received upon receipt.

            (c)    FULFILLMENT OF AMENDED OTHER SERVICES PURCHASE COMMITMENT. To
                   fulfill its Amended Other Services Purchase Commitment,
                   Customer or a Customer Affiliate may request the provision by
                   Vendor of an Available Service (that is Other Services (x)
                   set forth in Exhibits D-1 and D-2 attached hereto (for
                   example, purchases by [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] of
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] shall contribute to
                   the Amended Other Services Commitment, provided [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] is a then-current Customer
                   Affiliate), (y) set forth in any Quarterly Services Update,
                   or (z) which Vendor offers or provides, or is able to offer
                   or provide, on or after the Amendment Effective Date (for
                   example, purchases by [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] for
                   any service which Vendor offers or provides or is able to
                   offer or provide Services shall contribute to the Amended
                   Other Services Commitment, provided [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] is a then-current Customer Affiliate); PROVIDED,
                   HOWEVER, that if any of the Other Services set forth in
                   Exhibits D-1 or D-2 or in any Quarterly Update contain (i) a
                   [*MATERIAL OMITTED

                                       5

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    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] or (ii) a [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] shall be available as an offering to Customer,
                   then Customer may only request such Other Services in such
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] or[*MATERIAL OMITTED
                   AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] such [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] (subject to the terms and conditions contained in
                   Exhibits D-1 and D-2 and in any Quarterly Services Update).
                   In the event no specific city for certain Other Services is
                   listed in Exhibits D-1 or D-2 or in any Quarterly Services
                   Update, Vendor will offer such services only [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] unless otherwise specified. In the
                   event no specific [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] for
                   certain Other Services is listed in Exhibits D-1 or D-2 or in
                   any Quarterly Services Update, Vendor will offer such
                   services as of the Amendment Effective Date (for Other
                   Services listed on Exhibits D-1 and D-2) and as of the date
                   of the Quarterly Services Update (for Other Services offered
                   by Vendor after the Amendment Effective Date). For avoidance
                   of doubt, Customer may request end-to-end Services to and
                   from specific geographic locations (such as, by way of
                   example, to and from certain POPs or colocation facilities)
                   which are not listed on Exhibit D-2 and such Services shall
                   contribute to Customer's Amended Other Services Purchase
                   Commitment, provided such Services are offered by Vendor in
                   the specific city in which the POP or colocation facility is
                   located.

            (d)    PROCESS FOR REQUESTING SERVICES; MARKET COMPETITIVE PRICING
                   FOR PRIMARY SERVICES. At any time during the Other Services
                   Term, Customer may provide notice to Vendor (and to Vendor's
                   designated Account Manager), in accordance with Section 16.4
                   of the Master Agreement, of a request that Vendor present
                   Customer with an offer to provide a particular type of
                   Service set forth in Exhibits D-1 and D-2 or in a Quarterly
                   Services Update (each such notice an "OTHER SERVICES REQUEST
                   NOTICE"). In each Other Services Request Notice, Customer
                   shall provide Vendor with sufficient information regarding
                   Customer's [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                   TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] and, if
                   applicable, [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                   TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] requirements to
                   enable Vendor to present a competitive offer for the
                   requested Service. To the extent feasible and subject to
                   confidentiality restrictions, the Other Services Request
                   Notice shall also include additional information that
                   Customer has relating to [*MATERIAL OMITTED AND SEPARATELY
                   FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                   (as defined below) sufficient to enable Vendor to present a
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] (as defined below).
                   If the Service requested in the Other Services Request Notice
                   is an Available Service, then the following offer process
                   shall take place:

                   (i)    Within fourteen (14) calendar days following receipt
                          by Vendor of an Other Services Request Notice (the
                          "REQUESTING PERIOD"), Vendor shall either (A) present
                          Customer with a written offer to provide the requested
                          Service, containing sufficient technical, business,
                          and pricing information to enable Customer to evaluate
                          the offer, or (B) notify Customer in writing that it
                          declines to bid on the Service, in which case, if the
                          Service is a Primary Service, the Amended Other
                          Services Purchase Commitment shall be subject to
                          reduction as specified in Section 1(e) below.

                   (ii)   Within [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          following receipt of Vendor's written offer for the
                          Service (the "REVIEW PERIOD"), Customer shall provide
                          Vendor with written notice (a "FIRST RESPONSE NOTICE")
                          indicating whether Customer accepts or declines
                          Vendor's offer. In the event Customer declines
                          Vendor's offer because of a reasonable determination
                          solely by Customer that Vendor's offer is not a
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] then Customer
                          shall include in the First Response Notice sufficient
                          additional technical, [*MATERIAL OMITTED AND

                                       6

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] and [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] information (including
                          applicable [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          information in Customer's possession) (to the extent
                          feasible and subject to confidentiality restrictions)
                          to enable Vendor (A) to ascertain the validity of the
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] information in
                          Customer's possession, and (B) to make, in Vendor's
                          discretion, such adjustments to its initial offer to
                          make it a [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT].

                   (iii)  Within [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          following receipt of a First Response Notice from
                          Customer (the "ADJUSTMENT PERIOD"), Vendor shall
                          either (A) present Customer with an adjusted written
                          offer ("SECOND BID") to provide the requested Service,
                          or (B) notify Customer in writing that it declines to
                          submit a Second Bid, in which case, if the Service is
                          a Primary Service, the Amended Other Services Purchase
                          Commitment shall be subject to reduction as specified
                          in Section 1(e) below.

                   (iv)   If Vendor presents a Second Bid during the Adjustment
                          Period, then within [*MATERIAL OMITTED AND SEPARATELY
                          FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT] of receipt thereof, Customer shall provide
                          Vendor with written notice (a "SECOND RESPONSE
                          NOTICE") indicating whether Customer accepts or
                          declines Vendor's Second Bid. In the event Customer
                          declines Vendor's Second Bid because of [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] Customer that
                          Vendor's Second Bid is not a [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] and if the Service is a
                          Primary Service, then the Amended Other Services
                          Purchase Commitment shall be [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] as specified in Section 1(e)
                          below.

                   (v)    The parties agree that for purposes of this Section
                          1(d), notice may be provided by email under Section
                          16.4 of the Master Agreement and shall be deemed duly
                          received upon receipt.

            (e)    NO BIDS AND NON-MARKET COMPETITIVE OFFERS FOR PRIMARY
                   SERVICES. In the event that Vendor receives an Other Services
                   Request Notice for a Primary Service during the Other
                   Services Term, and (i) Vendor declines to present an offer
                   for such Primary Service during the Requesting Period, (ii)
                   Vendor declines to submit a Second Bid for such Primary
                   Service during the Adjustment Period, or (iii) Customer
                   declines Vendor's Second Bid for such Primary Service because
                   of [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] Customer that
                   Vendor's Second Bid is not a [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] (each such event a "THIRD PARTY SERVICE TRIGGERING
                   EVENT"), then to the extent that Customer or any Customer
                   Affiliate subsequently orders Third Party Replacement
                   Services from a third party vendor not later than [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] following the last day of the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] in which the Third
                   Party Service Triggering Event occurs, then upon the
                   provision of notice to Vendor (and to Vendor's designated
                   Account Manager) in accordance with Section 16.4 of the
                   Master Agreement:

                   (i)    The Amended Other Services Purchase Commitment shall
                          be [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] as of the
                          date on which Customer places a firm order for Third
                          Party Replacement Services, by the [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] of the Services ordered by
                          Customer or a Customer Affiliate from a third party

                                       7

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                          vendor for the provision of the applicable Third Party
                          Replacement Services; PROVIDED, HOWEVER, that (A) the
                          calculation of [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          in the Amended Other Services Purchase Commitment
                          shall [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                          TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] (and
                          adjusted, as necessary) as of the end of each
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] immediately
                          following the [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          in which a firm order is placed by Customer or a
                          Customer Affiliate for the applicable Third Party
                          Replacement Services (or sooner to the extent provided
                          for in Section 2(c)(i) below); and (B) the amount of
                          any such [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          in the Amended Other Services Purchase Commitment
                          shall be equal to [*MATERIAL OMITTED AND SEPARATELY
                          FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT] of the Third Party Replacement Services
                          ordered by Customer during the applicable [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] and for which
                          (1) Customer has been invoiced by the third party
                          vendor [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          following the end of such [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] or (2) in the case of leased
                          services, Customer has, at a minimum, received its
                          initial invoice from the third party vendor within
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] following the
                          end of such[*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT], as certified by an officer of Customer
                          (Vice President level or higher), with such
                          certification to be accompanied by [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] reasonably sufficient to allow
                          Vendor to calculate and ascertain the amount
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] in the Amended
                          Other Services Purchase Commitment (including, without
                          limitation, information and documentation [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT], if
                          applicable), provided that [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT]. In the event Customer has
                          recurring payment obligations for Third Party
                          Replacement Services provided on a recurring basis
                          (E.G., leased services), [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] such Third Party Services
                          shall [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                          TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] the
                          Amended Other Services Purchase Commitment for the
                          Biannual Period in which such invoice is received by
                          Customer, even if Customer is invoiced and/or
                          continues to be invoiced beyond the period ending
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] following the
                          end of the Biannual Period in which such Third Party
                          Replacement Services are ordered.

                   (ii)   The parties agree that for purposes of this Section
                          1(e), notice may be provided by email under Section
                          16.4 of the Master Agreement and shall be deemed duly
                          received upon receipt.

            (f)    REDUCTION FOR FAILURE TO TIMELY OFFER SERVICES. In the event
                   Vendor is unable to offer an Other Service to Customer by (a)
                   the date specified in Exhibits D-1 or D-2 or in any Quarterly
                   Services Update (subject to the terms and conditions
                   contained in Exhibits D-1 and D-2 and in any Quarterly
                   Services Update) or (b) as of the Amendment Effective Date
                   (where no date is specified in Exhibits D-1 and D-2) or (c)
                   as of the date of the Quarterly Services Update (where no
                   date is specified for the Services therein) (such Service a
                   "DELAYED SERVICE"), then such Delayed Service shall still be
                   deemed to be an Available Service and to the extent Customer
                   or any Customer Affiliate subsequently purchases Third Party
                   Replacement Services from a third party vendor, any time
                   during the Other Services Term at which Vendor remains unable
                   to offer such Other Service to Customer and timely deliver,
                   then upon the provision of notice to Vendor (and to Vendor's
                   designated Account Manager) in accordance with Section 16.4
                   of the Master Agreement:

                                       8

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   (i)    The Amended Other Services Purchase Commitment shall
                          be [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] as of the
                          date on which Customer places a firm order for Third
                          Party Replacement Services, by the [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] of the Services ordered by
                          Customer or a Customer Affiliate from a third party
                          vendor for the provision of the applicable Third Party
                          Replacement Services corresponding[*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT]; PROVIDED, HOWEVER, that (A)
                          the calculation of any such [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] Amended Other Services
                          Purchase Commitment shall be verified (and adjusted,
                          as necessary) as of the end of each Biannual Period
                          immediately following the Biannual Period in which a
                          firm [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                          TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] (or
                          sooner to the extent provided for in Section 2(c)(i)
                          below); and (B) the amount of [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] Amended Other Services
                          Purchase Commitment shall be [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] Third Party Replacement
                          Services ordered by Customer during the applicable
                          Biannual Period and for which (1) Customer has been
                          invoiced by the third party vendor [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] following the end of such
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] or (2) in the
                          case of leased services, Customer has, at a minimum,
                          received its initial invoice from the third party
                          vendor [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          following the end of such [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] as certified by an officer of
                          Customer (Vice President level or higher), with such
                          certification to be accompanied by [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] reasonably sufficient to allow
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] to calculate
                          and ascertain the amount [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] Amended Other Services
                          Purchase Commitment, provided that such [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] shall be
                          redacted as appropriate in Customer's sole discretion.
                          In the event Customer has recurring payment
                          obligations for Third Party Replacement Services
                          provided on a recurring basis (E.G., leased services),
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] Third Party
                          Services shall contribute [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] the Amended Other Services
                          Purchase Commitment for the [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] in which such invoice is
                          received by Customer, even if Customer is invoiced
                          and/or continues to be invoiced beyond the period
                          ending [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          following the end of the [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] in which such Third Party
                          Replacement Services are ordered.

                   (ii)   The parties agree that for purposes of this Section
                          1(f), notice may be provided by email under Section
                          16.4 of the Master Agreement and shall be deemed duly
                          received upon receipt.

       2.   PAYMENT FOR OTHER SERVICES.

            (a)    BIANNUAL PAYMENT AMOUNTS. Subject to other terms set forth in
                   this Agreement (including without limitation Customer's right
                   to reduce its Amended Other Services Purchase Commitment),
                   the aggregate annual dollar amount of Other Services ordered
                   by Customer from Vendor and/or Vendor's Affiliates during
                   each year of the Other Services Term shall be equal to

                                       9

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   or greater than [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                   dollars ($[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                   AN APPLICATION FOR CONFIDENTIAL TREATMENT]) per year for
                   calendar years 2002, 2003 and 2004 and equal to or greater
                   than [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] dollars ($[*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT]) for calendar year 2005; PROVIDED,
                   HOWEVER, that Customer agrees to order from Vendor a minimum
                   dollar amount of Other Services (subject to Customer's right
                   to reduce the Amended Other Services Purchase Commitment as
                   set forth in this Schedule D) in respect of each six (6)
                   month period in years 2002, 2003, 2004 and 2005 (each such
                   six (6) month period, a "BIANNUAL PERIOD") of each such
                   calendar year of the Other Services Term (each such payment
                   during a Biannual Period, a "BIANNUAL PAYMENT AMOUNT"), as
                   set forth in the table below:

<Table>
<Caption>
                              ----------------------------------------- --------------------------------
                                          Biannual Period                   Biannual Payment Amount
                                     (SIX MONTH PERIOD ENDING)
                              ----------------------------------------- --------------------------------
<S>                                                                     <C>
                              June 30, 2002                             $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
                              December 31, 2002                         $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
                              June 30, 2003                             $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
                              December 31, 2003                         $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
                              June 30, 2004                             $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
                              December 31, 2004                         $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
                              June 30, 2005                             $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
                              December 31, 2005                         $[*MATERIAL OMITTED AND
                                                                        SEPARATELY FILED PURSUANT TO
                                                                        AN APPLICATION FOR
                                                                        CONFIDENTIAL TREATMENT]
                              ----------------------------------------- --------------------------------
</Table>

            (B)    [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT]. If the amount
                   ordered by Customer for Other Services pursuant to this
                   Schedule D during any Biannual Period [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] the Biannual Payment Amount for the corresponding
                   Biannual Period [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR

                                       10

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   CONFIDENTIAL TREATMENT] then Vendor shall [*MATERIAL OMITTED
                   AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] toward the Biannual [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] in the subsequent Biannual Period(s)
                   until the [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                   AN APPLICATION FOR CONFIDENTIAL Treatment]. For avoidance of
                   doubt, the aggregate amount for any Other Services ordered in
                   the Biannual Period ending June 30, 2002 [*MATERIAL OMITTED
                   AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] for the Biannual Period ending
                   December 31, 2002 and the subsequent period, if such amount
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] dollars ($[*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT]).

                   (i)    EXAMPLE: For example (and assuming [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] in the Amended Other Services
                          Purchase Commitment), if during the Biannual Period
                          ending June 30, 2003, Customer has ordered from Vendor
                          $[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] in Other
                          Services, then [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          would be required by Customer in respect of such
                          Biannual Period, and the Customer would be entitled to
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] in the amount
                          of [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] in orders
                          for Other Services [*MATERIAL OMITTED AND SEPARATELY
                          FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT] applicable Biannual Payment Amount of
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] would be
                          applied toward the Biannual Payment Amount due for the
                          next Biannual Period ending December 31, 2003. If, at
                          the end of the next following Biannual Period ending
                          December 31, 2002 (and assuming [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] the Amended Other Services
                          Purchase Commitment), Customer has ordered [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] in Other
                          Services, then the Customer would be required to pay
                          Vendor [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          (as defined below) for such Biannual Period in the
                          amount of $[*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          (I.E., $[*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          orders for Other Services, plus $[*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] the previous Biannual Period,
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] applicable
                          Biannual Payment Amount of $[*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] and no [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] would remain for [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] Biannual
                          Periods.

            (C)    [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] Subject to other
                   terms set forth in this Agreement, in the event (i) the
                   Biannual Payment Amount corresponding to an applicable
                   Biannual Period is greater than (ii) the [*MATERIAL OMITTED
                   AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] orders from Customer to Vendor for
                   Other Services during the applicable Biannual Period, plus
                   (B) the [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                   AN APPLICATION FOR CONFIDENTIAL TREATMENT] Amended Other
                   Services Purchase Commitment [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] in the applicable Biannual Period in accordance
                   with the provisions of Sections 1(b), 1(e) and 1(f) of this
                   Schedule D, plus any [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] (as
                   defined below) [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] to
                   date

                                       11

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   (but excluding all amounts, [*MATERIAL OMITTED AND SEPARATELY
                   FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                   previously utilized[*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]), plus
                   (C) any [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                   AN APPLICATION FOR CONFIDENTIAL TREATMENT] that has been
                   carried forward from previous Biannual Periods (the aggregate
                   sum of (A), (B), and (C), collectively, [*MATERIAL OMITTED
                   AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] then Vendor may invoice Customer for
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] in an amount equal to
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] percent ([*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL Treatment]%) of the difference between the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] corresponding to the
                   applicable Biannual Period minus the [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] for such Biannual Period [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] shall be calculated and invoiced in accordance
                   with the following procedures:

                   (i)    Vendor shall provide Customer with an invoice for the
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] for an
                          applicable Biannual Period within [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] of the end of the next
                          following Biannual Period, and Customer shall pay the
                          full amount, less any amounts disputed in good faith,
                          within [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          of receipt of such invoice. By way of example, the
                          invoice for the [*MATERIAL OMITTED AND SEPARATELY
                          FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT] for the Biannual Period ending June 30,
                          2002 shall be due on or before [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] provided Customer received the
                          invoice no later than [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT]. In the event there is
                          complete certainty as to any or all of the amount
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] Remedy owed to
                          Vendor at the end of any Biannual Period, then Vendor
                          may invoice Customer within [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] following the end of such
                          Biannual Period for payment of such certain amount.
                          For example (assuming no [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] Amended Other Services
                          Purchase Commitment), if, in the Biannual Period
                          ending June 30, 2004, [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] Customer does not order any
                          Other Services from Vendor, [*MATERIAL OMITTED AND
                          SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] Customer is not invoiced (from
                          a third party vendor) for any Third Party Replacement
                          Services during the [*MATERIAL OMITTED AND SEPARATELY
                          FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT] Customer has no unutilized [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] or unutilized
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] from previous
                          Biannual Periods, then Vendor may invoice Customer for
                          the [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                          TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] on or
                          before [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT].

                   (ii)   In calculating the amount of the [*MATERIAL OMITTED
                          AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                          CONFIDENTIAL TREATMENT] in each Biannual Period, to
                          the extent that the [*MATERIAL OMITTED AND SEPARATELY
                          FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                          TREATMENT] in the Amended Other Services Purchase
                          Commitment in accordance with Sections 1(b), 1(e) and
                          1(f) of this Schedule D, from the Amendment Effective
                          Date through the end of the applicable Biannual
                          Period, [*MATERIAL OMITTED AND SEPARATELY FILED
                          PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
                          that have actually been utilized

                                       12

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                          in [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                          AN APPLICATION FOR CONFIDENTIAL TREATMENT] in any
                          Biannual Period from the Amendment Effective Date
                          through the end of the applicable Biannual Period,
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] shall be
                          [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT] to [*MATERIAL
                          OMITTED AND SEPARATELY FILED PURSUANT TO AN
                          APPLICATION FOR CONFIDENTIAL TREATMENT].

                   (iii)[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                        APPLICATION FOR CONFIDENTIAL TREATMENT] is final and
                        non-recoverable, and may not be used to [*MATERIAL
                        OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION
                        FOR CONFIDENTIAL TREATMENT] payments owed by Customer
                        under this Schedule D or otherwise.

            (d)    MEETINGS. For the purpose of (i) determining the Other
                   Services Credit, the Commitment Reduction Credit, and/or the
                   Take or Pay Remedy, if any, (ii) preparing the applicable
                   Vendor invoice for the period following the conclusion of the
                   applicable Biannual Period, and (iii) reducing the likelihood
                   of an invoice or payment dispute, the parties agree to hold a
                   meeting [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                   AN APPLICATION FOR CONFIDENTIAL TREATMENT] or before the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] of the [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] following the end of each Biannual
                   Period. Each party shall nominate one senior officer of the
                   rank of Vice President or higher (or their designee) as its
                   representative at these meetings. These representatives shall
                   meet, at a mutually agreed location, and shall attempt in
                   good faith to agree on the appropriate calculations for
                   determining the Other Services Credit, the Commitment
                   Reduction Credit, and/or the Take or Pay Remedy, if any, for
                   the applicable Biannual Period. These representatives agree
                   to share necessary and appropriate information, including
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] information (to the
                   extent feasible and subject to confidentiality restrictions),
                   to enable each party to determine the appropriate invoice
                   amounts, including the applicable [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] to be included on the invoice for the applicable
                   Biannual Period.

       3.   Definitions.

            (a)    As used herein, "AVAILABLE SERVICE" means (i) any Service
                   made available by Vendor in accordance with Exhibits D-1and
                   D-2 as of the Amendment Effective Date; (ii) any Service made
                   available by Vendor after the Amendment Effective Date as
                   specified in any Quarterly Services Update; and (iii) any
                   Other Service which Vendor offers or provides, or is able to
                   offer or provide, on or after the Amendment Effective Date.

            (b)    As used herein, "COMPARABLE OTHER SERVICES" means any
                   services that are [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] to
                   Customer or which are [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] to
                   Customer pursuant to a bona fide response to a request for
                   proposal (RFP) or other solicitation by Customer, by a third
                   party vendor (not including a Customer Affiliate), that are
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] any Available Service
                   that may be requested by Customer from Vendor pursuant to an
                   Other Services Request Notice (including comparable
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] comparable [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] comparable [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT] and other comparable[*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT]; PROVIDED, HOWEVER, that the Other Services
                   Request Notice and the RFP or other solicitation by Customer
                   to the third party vendor for the

                                       12

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   Comparable Other Services [*MATERIAL OMITTED AND SEPARATELY
                   FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT].
                   For avoidance of doubt, for purposes of determining whether a
                   service is a Comparable Other Service, Customer will
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] (as set forth in the
                   RFP or other solicitation) [*MATERIAL OMITTED AND SEPARATELY
                   FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT].

            (c)    As used herein, "MARKET COMPETITIVE OFFER" means, with
                   respect to a Customer request for the provision of certain
                   specified Other Services by Vendor by a specified delivery
                   date, a bona fide offer by Vendor to provide an Available
                   Service at [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                   TO AN APPLICATION FOR CONFIDENTIAL TREATMENT].

            (d)    As used herein, "MARKET COMPETITIVE PRICING" means the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] price offered to
                   Customer for Comparable Other Services; PROVIDED, HOWEVER,
                   that if the [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                   TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] price offered
                   to Customer by a vendor of Comparable Other Services is (i) a
                   price that is [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] for
                   providing such Comparable Other Services, (ii) [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] for providing such Comparable Other
                   Services, (iii) [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] which
                   is intended to [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] for
                   providing such Comparable Other Services, or (iv) a price
                   offered by [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
                   TO AN APPLICATION FOR CONFIDENTIAL TREATMENT], then such
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] price shall not be
                   deemed valid Market Competitive Pricing.

            (e)    As used herein, "PRIMARY SERVICES" means any of those certain
                   Other Services that are (i) listed by city in Exhibit D-2, or
                   (ii) listed in any Quarterly Services Update and specifically
                   identified as "Exhibit D-2 Services" therein.

            (f)    As used herein, "THIRD PARTY REPLACEMENT SERVICES" means any
                   Comparable Other Services actually purchased by Customer or
                   any Customer Affiliate from a third party vendor that are
                   comparable to a Primary Service (i) which Vendor has
                   discontinued during the Other Services Term, (ii) for which
                   Vendor declines to present an offer during the Requesting
                   Period or declines to submit a Second Bid during the
                   Adjustment Period, (iii) for which Customer declines Vendor's
                   Second Bid because of [*MATERIAL OMITTED AND SEPARATELY FILED
                   PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] that
                   Vendor's Second Bid is not a [*MATERIAL OMITTED AND
                   SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
                   TREATMENT], or (iv) which is a Delayed Service.

       4.   Schedule D Dispute Resolution.

            (a)    EXECUTIVE ESCALATIONS. In the event any dispute arising out
                   of or related to any matter set forth in Schedule D as
                   amended hereby (including without limitation any dispute
                   relating to (i) the validity of a determination by Customer
                   that an offer is not a Market Competitive Offer, or (ii) the
                   validity or amount of any reduction by Customer in the
                   Amended Other Services Purchase Commitment) cannot be
                   resolved to the satisfaction of both parties, then each party
                   shall nominate one senior officer of the rank of Vice
                   President or higher (or their designee) as its representative
                   for purposes of attempting to resolve the dispute (the
                   "EXECUTIVE ESCALATIONS"). These representatives shall meet in
                   person and shall attempt in good faith to resolve the dispute
                   and agree to use good faith efforts to share suitable
                   information (to the extent feasible and subject to
                   confidentiality restrictions) that would reasonably enable
                   the parties to determine matters arising under Schedule D
                   (such as whether an offer is a Market Competitive Offer or
                   the validity or amount of any proposed reduction by

                                       14

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   Customer in the Amended Other Services Purchase Commitment).
                   Such representatives shall meet, at a mutually agreed
                   location, within ten (10) business days from the date on
                   which either party delivers written notice of the need to
                   resolve any dispute pursuant to this Section 4(a) of Schedule
                   D. This procedure shall be a required prerequisite before
                   either party may seek resolution of the dispute through
                   arbitration under Section 4(b) below. The foregoing
                   notwithstanding, the parties may agree to pursue any other
                   additional mutually acceptable dispute resolution method, but
                   such pursuit shall not be construed to modify or eliminate
                   the prerequisite stated in this Section 4(a).

            (b)    BINDING ARBITRATION. The parties agree that to the extent a
                   dispute exists between them relating to the matters set forth
                   in Schedule D following the conclusion of the Executive
                   Escalations set forth in Section 4(a) of this Schedule D,
                   either party may demand, by written notice to the other
                   party, that such dispute be submitted to binding arbitration
                   by a single arbitrator.

                   (i)    PROCEDURE FOR ARBITRATION. The arbitration shall be
                          conducted in accordance with the Commercial
                          Arbitration Rules of the American Arbitration
                          Association. The arbitration shall take place in New
                          York, New York. The arbitrator shall be an individual
                          knowledgeable in the provision of network services,
                          and shall be chosen by mutual agreement of the parties
                          within ten (10) days from the date of the initial
                          written demand for arbitration.

                   (ii)   DISCOVERY. Discovery shall be permitted to the extent
                          set out in this paragraph, and shall be controlled by
                          the arbitrator. Each party may submit in writing to
                          the other party, and the other party shall respond to,
                          a maximum of any combination of thirty-five (35) (none
                          of which may have subparts) of the following:
                          Interrogatories, Demands to Produce Documents, or
                          Requests for Admission. Each party will be entitled to
                          take the oral deposition of one (1) representative of
                          the other party. Additional discovery may be permitted
                          upon only mutual agreement of the parties, or upon
                          order of the arbitrator for good cause shown. The
                          arbitrator shall require that all permitted discovery
                          be completed within forty-five (45) days of the
                          initial written demand for arbitration.

                   (iii)  ARBITRATION HEARING. The arbitration hearing shall
                          commence within sixty (60) days of the initial written
                          demand for arbitration. The arbitrator shall rule on
                          the dispute by issuing a written opinion within thirty
                          (30) days after the close of the hearing. Judgment
                          upon the award rendered by the arbitrator may be
                          entered in any court having jurisdiction.

                   (iv)   COSTS. Each party shall bear its own costs of the
                          arbitration. The parties shall split equally the fees
                          of the arbitration and the arbitrator.

            (c)    EQUITABLE REMEDIES. The parties agree that nothing in this
                   Section 4 shall be construed to prevent a party from
                   instituting litigation in a court of competent jurisdiction
                   to obtain preliminary injunctive relief or a temporary
                   restraining order, as appropriate under applicable law."

6.     WITHHELD AMOUNTS. As full and final settlement of all invoice and payment
       disputes with respect to Services rendered by Genuity through October 31,
       2001, including without limitation all disputes relating to withheld
       amounts, and arising out of the New Dial-Up Market Price proposed by AOL
       on October 2, 2000 and subsequently disputed by Genuity (such disputes
       shall be collectively referred to as "PRICING DISPUTES"), AOL will pay
       Genuity [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
       APPLICATION FOR CONFIDENTIAL TREATMENT] $[*MATERIAL OMITTED AND
       SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]
       plus interest in the amount of [*MATERIAL OMITTED AND SEPARATELY FILED
       PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] dollars
       ($[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
       CONFIDENTIAL TREATMENT]) on or before [*MATERIAL OMITTED AND SEPARATELY
       FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] by wire
       transfer of immediately available funds.

                                       15

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

7.     INVOICING AND PAYMENT. With respect to Services rendered by Genuity on
       and after November 1, 2001, Genuity shall invoice for such Services and
       AOL shall pay such invoices in accordance with the terms of Section 9 of
       the Master Agreement (as amended hereby), and in accordance with the
       pricing specified in Section 8 of this Amendment.

8.     AMENDED PRICES FOR DEDICATED DIAL-UP ACCESS PORTS. The prices set forth
       in Exhibit B-2 of the Agreement are hereby amended as follows:

       8.1  through [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
            APPLICATION FOR CONFIDENTIAL TREATMENT], the monthly recurring
            charge for one (1) Dedicated Dial-Up Access Port will be as set
            forth in the Agreement (that is: the [*MATERIAL OMITTED AND
            SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
            TREATMENT] Dedicated Dial-Up Access Ports as set forth in Section
            2(b) of Exhibit B-2 of the Agreement; and the [*MATERIAL OMITTED AND
            SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
            TREATMENT] will be [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT
            TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] per port for the
            remaining [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
            APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated Dial-Up Access
            Ports as set forth in Section 3 of Exhibit B-2 of the Agreement);

       8.2  from and after [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
            AN APPLICATION FOR CONFIDENTIAL TREATMENT], the monthly recurring
            charge for one (1) Dedicated Dial-Up Access Port (regardless of
            whether or not such port is an Existing Dedicated Dial-Up Access
            Port) (the "MONTHLY PORT CHARGE") will be as follows:

            (a)    from [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] through[*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT], the Monthly Port Charge will be
                   $[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] per port for the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated Dial-Up
                   Access Ports;

            (b)    from [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] through [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT], the Monthly Port Charge will be
                   $[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] per port for the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated Dial-Up
                   Access Ports;

            (c)    from [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] through [*MATERIAL
                   OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR
                   CONFIDENTIAL TREATMENT] , the Monthly Port Charge will be
                   $[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] per port for the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated Dial-Up
                   Access Ports, less the aggregate number of ports
                   decommissioned, if any, pursuant to the Agreement, as
                   amended; and

            (d)    from [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] through the remaining
                   Term of the Agreement, the Monthly Port Charge will be the
                   lower of $[*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO
                   AN APPLICATION FOR CONFIDENTIAL TREATMENT] per port for the
                   [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated Dial-Up
                   Access Ports (less the aggregate number of ports
                   decommissioned, if any, pursuant to the Agreement, as
                   amended) or the New Dial-Up Market Price per port for

                                       16

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

                   the [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
                   APPLICATION FOR CONFIDENTIAL TREATMENT] Dedicated Dial-Up
                   Access Ports (less the aggregate number of ports
                   decommissioned, if any, pursuant to the Agreement, as
                   amended) as determined in accordance with Section 8.3(a) of
                   Schedule B of the Agreement.

9.     MARKET PRICE. AOL and Genuity agree that the earliest date that a market
       price adjustment pursuant to Section 8.3(a) of Schedule B of the
       Agreement may take effect is [*MATERIAL OMITTED AND SEPARATELY FILED
       PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] and that the
       earliest date that AOL may provide Genuity with a New Dial-Up Market
       Price Notice is [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN
       APPLICATION FOR CONFIDENTIAL TREATMENT].

10.    RELEASE OF CLAIMS.

       10.1 Upon execution of this Amendment, Genuity on behalf of itself and
            all of its officers, directors, stockholders, employees, agents,
            successors, assigns, parent and subsidiary corporations, and related
            entities and affiliates (collectively, the "GENUITY RELEASING
            PARTIES"), hereby releases and irrevocably discharges AOL and all of
            AOL's officers, directors, stockholders, employees, agents,
            successors, assigns, parent and subsidiary corporations, and related
            entities and affiliates (collectively, the "AOL RELEASED PARTIES")
            from any and all complaints, claims, causes of action, suits, costs,
            losses, liabilities, damages, and demands of any kind, whether known
            or unknown (collectively, "CLAIMS"), which any of the Genuity
            Releasing Parties has alleged or could have alleged against any of
            the AOL Released Parties as of the Amendment Effective Date, which
            relate to, or arise from the subject matter of, the Released
            International Purchase Commitment, the Released Dial-Up Purchase
            Commitment, the Released Other Broadband Purchase Commitment and the
            Pricing Disputes (collectively, the "RELEASED CLAIMS").

       10.2 Upon execution of this Amendment, AOL, on behalf of itself and all
            of its officers, directors, stockholders, employees, agents,
            successors, assigns, parent and subsidiary corporations, and related
            entities and affiliates (collectively, the "AOL RELEASING PARTIES"),
            hereby releases and irrevocably discharges Genuity and all of
            Genuity's officers, directors, stockholders, employees, agents,
            successors, assigns, parent and subsidiary corporations, and related
            entities and affiliates (collectively, the "GENUITY RELEASED
            PARTIES") from any and all Claims, which any of the AOL Releasing
            Parties has alleged or could have alleged against any of the Genuity
            Released Parties as of the Amendment Effective Date, which relate
            to, or arise from the subject matter of, the Released Claims.

       10.3 Nothing herein shall be construed to release or discharge any of the
            AOL Released Parties or the Genuity Released Parties from any Claims
            that do not relate to, or do not arise from the subject matter of
            the Released Claims.

11.    SUPPLIER PERFORMANCE. The following new Section 12.5 is added to the
       Master Agreement:

            "12.5  SUPPLIER PERFORMANCE. Vendor represents and warrants that it
                   will notify Customer if, in the sole determination of Vendor,
                   Vendor reasonably believes that the performance or
                   non-performance of any of Vendor's suppliers may have a
                   materially adverse impact on the ability of Vendor to meet
                   any Service Levels under the Agreement."

12.    EFFECTIVENESS OF AGREEMENT. Except as expressly provided herein, nothing
       in this Amendment shall be deemed to waive or modify any of the
       provisions of the Agreement, or any amendment or addendum thereto. In the
       event of any conflict between the Agreement, this Amendment or any other
       amendment or addendum thereof, the document later in time shall prevail.

13.    OTHER TERMS. Except as provided in this Amendment, all other terms and
       conditions of the Agreement (including without limitation Section 8.3(b)
       of Schedule B of the Agreement) shall remain in full force and effect,
       and the parties hereto acknowledge that such terms and conditions are in
       full force and effect as of the date hereof.

                                       17

<Page>

    CONFIDENTIAL TREATMENT REQUESTED                    EXHIBIT 10.41

14.    COUNTERPARTS AND FACSIMILE DELIVERY. This Amendment may be executed in
       two or more counterparts, each of which shall be deemed an original and
       all of which taken together shall be deemed to constitute one and the
       same document. The parties may sign and deliver this Amendment by
       facsimile transmission. Each party agrees that the delivery of the
       Amendment by facsimile shall have the same force and effect as delivery
       of original signature pages and that each party may use such facsimile
       signatures as evidence of the execution and delivery of the Amendment by
       all parties to the same extent that an original signature could be used.


       IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be signed and delivered by its duly authorized representative as of the
Amendment Effective Date.


America Online, Inc.                           Genuity Solutions Inc.

By: /s/ EDWARD M. PRINCE                  By: /s/ COLIN P. BEASLEY
   ---------------------------------         ----------------------------------


Name:  Edward M. Prince                   Name:  Colin Beasley
      ------------------------------            -------------------------------

Title: VP Business Affairs &              Title: Senior Vice President, Network
       Development                               Planning & Engineering
      ------------------------------            -------------------------------

Date:  January 8, 2002                    Date:  January 8, 2002
      ------------------------------            -------------------------------


                                       18