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Exhibit 10.15.1    
  


Amended and Restated

AT&T Master Carrier Agreement  



	

	CUSTOMER Name (Full Legal Name):	 	 	 	 	 	 	 	AT&T Sales Representative:
	 Universal Access	 	AT&T Corp.,	 	Robert J. Gartner
	("CUST0MER")	 	a New York corporation ("AT&T")	 	 
	

	CUSTOMER Name (and Title) for Notice:	 	AT&T Name (and Title) for Notice:

Sarita Rao	 	AT&T Contact Telephone Number:

847-952-2507
	

	CUSTOMER Address:

233 S. Wacker Dr. Suite 600	 	AT&T Address:

1701. W. Golf Road	 	Initial Deposit Amount Required:

$0.00
	

	City

Chicago	 	State

IL	 	Zip Code

60606	 	City

Rolling Meadows	 	State

IL	 	Zip Code

60008	 	 
	

	CUSTOMER Fax number for Notice:

312-660-5057	 	AT&T Fax number for Notice:

847-952-2622	 	 
	






CUSTOMER
and AT&T entered into a Master Carrier Agreement executed by the parties on the following dates: 



	Date of execution by CUSTOMER:	 	 	 	Date of execution by AT&T:	 	 





The
parties hereby replace that prior agreement with this Amended and Restated Master Carrier Agreement, which shall be legally binding when signed by both parties and shall continue in effect until
the end of the longest term specified in the Attachment(s), or until otherwise terminated as provided in accordance with this Agreement. The rates and commitments provided in the Attachments shall be
effective as provided in each Attachment. 


This
Amended and Restated Master Carrier Agreement consists of this Cover Sheet, the attached Terms and Conditions, and the Attachment(s) listed below (these documents together are collectively
referred to as the "Agreement"). In the event of any inconsistency between these documents, precedence will be given to the documents in the following order: (1) this Cover Sheet;
(2) Attachment(s); (3) the Terms and Conditions. In the event of any inconsistency between the terms of this Agreement and the terms of an applicable Tariff, the terms of the Agreement
shall prevail. 



	Title
 
	 	Doc. ID
	 	Date/time stamp

	Master Carrier Agreement Terms and Conditions	 	MCA990816.doc	 	08/16/99 3:42 pm
	

Data Service Terms and Pricing	
 	

UAI DSTP010413	
 	

04/13/01 10:20 AM
	

Local Services—Dedicated Transport Services	
 	

UAI DTSSTP001031	
 	

10/31/2000 2:38 PM
	

AT&T Term Plan-Service Order Attachment	
 	

ma-vii-termplan-sig.doc	
 	

07/3l/2001
	

AT&T Teleconference Services Pricing Plan	
 	

TC123.45	
 	

 
	

AT&T Teleconference Web Meeting Services Service Order Attachment	
 	

AWM SOA 022602.doc	
 	

 







CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT THE INDIVIDUAL SIGNING
THIS AGREEMENT IS DULY AUTHORIZED TO DO SO.






	CUSTOMER	 	AT&T Corp.
	



	

 	
 	

 	

 
	By:	/s/  GEORGE A. KING      
 (Authorized Customer Signature)	 	By:	/s/  PENNY L. KEENE      
 (Authorized AT&T Signature)
	

 	

George A. King, Chief Development Officer
 (Typed or Printed Name and Title)	
 	

 	

Penny L. Keene
 (Typed or Printed Name and Title)
	

Date:	

June 20, 2002
	
 	

Date:	

7/1/02











AT&T MA Reference No.                         


 
 

AT&T Term Plan - Service Order Attachment    
  



	CUSTOMER Legal Name ("Customer", "You or Your")	 	AT&T Corp. ("AT&T")	 	AT&T Sales Contact Name
	Universal Access, Inc.	 	AT&T Corp.	 	Robert Gartner
	
Customer Address	
 	

AT&T Address	
 	

AT&T Sales Contact Address
	233 S. Wacker Dr. Suite 600

Chicago

Il                        USA

60606	 	55 Corporate Drive

Bridgewater, New Jersey 08807	 	1701 Golf Road Tower 3 Floor 5

Rolling Meadows

IL                        USA

60008
	
Customer Contact	
 	

AT&T Contact	
 	

AT&T Sales Contact Information
	Name: Jim Nettleton

Title: Director

Telephone: 312-660-3648

Fax: 312-881-4066

Email: jnettleton@universalaccess.net	 	Master Agreement Support Team

Email: mast@att.com	 	Telephone: 847-952-2507

Fax: 847-952-2622

Email: robertgartner@att.com

Branch Manager: Pat Griffin

Sales Strata: Wholesale Sales Region: Western
	
Customer Billing Address	
 	

Customer Account Information	
 	

 
	233 S. Wacker Dr. Suite 600

Chicago

IL                        USA

60606	 	Master Customer Number (MCN): 319100

Plan ID No.	 	 





        This Service Order Attachment is an Attachment to the Master Agreement between Customer and AT&T
dated                        , ("Agreement") is an
integral part of that Agreement. Services provided under the Term Plan selected below are subject to the rates and terms and conditions as described in the AT&T Business Service Guide located at
http:/lwww.att.com/serviceguide/business. The order of priority in the event of inconsistency among terms shall be the Attachment, then the Master Agreement, and then the AT&T Business Service Guide
at http/Iwww.att.com/serviceguide/business. 


        Eligible Charges:    If you have selected an AT&T Term Plan which includes a revenue or usage
commitment, the commitment will be satisfied by the charges for AT&T Services as described In the AT&T Service Guide. 


        Term Start Date:    The Term start date will be determined by AT&T in accordance with the type and
availability of Services, provisioning requirements, local access, and site readiness. 


        Contract Prices:    Your Term Plan prices, Including discounts, credits and waivers, are specified in
the AT&T Service Guide. Upon expiration of the Term, Services will continue to be provided under the terms of the Agreement, until terminated at any time by either party on notice to the other, at the
charges specified In the AT&T Service Guide. 


        Shortfall Charges:    If you have selected an AT&T Term Plan which Includes a revenue or usage
commitment and If You fail to satisfy Your commitment, You will be billed a shortfall charge. The shortfall charge will be calculated as set forth in description of Your Term Plan In the AT&T Service
Guide. 


        Termination Charges:    Subject to certain exceptions, if Your Term Plan is terminated before the end of
the Term, You will be billed Termination Charges calculated as set forth in description of Your Term Plan in the AT&T Service Guide. Customer hereby places an order for an AT&T Term Plan as follows: 








AT&T Term Plan  



	

	o	 	ACC Business Outbound Term Plan	 	ý	-	Audio Teleconference Service Discount Plan
	 	 	 	 	 	 	 	 	o	-	Volume Discount Plan III
	 	 	o	-	Domestic Switched Access—Term Plan: Select One	 	 	 	o	-	Term Plan AA: Term: Select One
	 	 	 	 	Term: Select One	 	 	 	 	 	Minimum Annual Revenue Commitment: Select One
	 	 	 	 	Minimum Monthly Usage Commitment: Select One	 	 	 	o	-	Term Plan BB: Term: Select One
	 	 	o	-	Domestic Dedicated Access—Term Plan: Select One	 	 	 	 	 	Minimum Annual Revenue Commitment: Select One
	 	 	 	 	Minimum Monthly Usage Commitment: Select One	 	 	 	ý	-	Term Plan Promotion: Term: 3 years

Minimum Annual Revenue Commitment: $100,000
	

	o	-	Access Value Arrangement (AVA)	 	o	-	Digital Volume Pricing Plan (DSVPP)
	 	 	Term: Select One - Select One - Select One - Select One	 	 	 	Term: Select One

Minimum Monthly Revenue Commitment: Select One
	

	o	-	Access Value Plan (AVP)

Term: Select One - Select One - Select One - Select One	 	o	-	Simply Better Flex Pricing Plan

Plan: Select One
	

	o	-	ACCU-Ring Term Discount Plan (ATDP)	 	o	-	Video Teleconference Service Discount Plan
	 	 	Term: Select One - Ring Capacity: Select One	 	 	 	o	-	Volume Discount Plan
	

	o	-	ACCUNET Bandwidth Manager Volume Pricing Plan (ABMVPP)

Term: Select One

Minimum Monthly Revenue Commitment: Select One	 	o	-	Other Term Plan: (identify)
	








SIGNATURE BELOW BY YOUR AUTHORIZED REPRESENTATIVE IS YOUR CONSENT TO

THE TERMS AND CONDITIONS OF THIS SERVICE ORDER ATTACHMENT.
  






	CUSTOMER: ‹Insert Customer's Legal Name›	 	AT&T CORP.
	



	

 	
 	

 	

 
	By:	/s/  GEORGE A. KING      
 (Authorized Signature)	 	By:	/s/  PENNY L KEENE      
 (Authorized Signature)
	

 	

George A. King
 (Typed or Printed Name)	
 	

 	

Penny L. Keene
 (Typed or Printed Name)
	

 	
Chief Development Officer
 (Title)	
 	

 	
Teleconference Account Manager
 (Title)
	

 	

June 20, 2002
 (Date)	
 	

 	

7/1/02
 (Date)










AT&T MA Reference #                         


 
 

AT&T Teleconference Web Meeting Services Service Order Attachment    
  



	CUSTOMER Legal Name	 	AT&T Corp. ("AT&T")	 	AT&T Sales Contact Name
	Universal Access, Inc.	 	AT&T Corp.	 	Robert Gartner
	
CUSTOMER Address	
 	

AT&T Address	
 	

AT&T Sales Contact Address
	233 S. Wacker Dr. Suite 600

Chicago

IL                        USA

60606	 	55 Corporate Drive

Bridgewater, New Jersey 08807	 	1701 Golf Road Tower 3 Floor 5

Rolling Meadows

IL                        USA

60008
	
CUSTOMER Contact	
 	

AT&T Contact	
 	

AT&T Sales Contact Information
	Name: Jim Nettleton

Title: Director

Telephone: 312-660-3648

Fax: 312-881-4066

Email: jnettleton@universalaccess.net	 	Master Agreement Support Team

Email: mast@att.com

url: http://ma.kweb.att.com/

Fax: 908-658-2562	 	Telephone: 847-952-2507

Fax: 847-952-2622

Email: robertgartner@att.com

Branch Manager: Pat Griffin

Sales Strata: Wholesale Territory #: 0
	
CUSTOMER Billing Address	
 	

CUSTOMER Account Information	
 	

 
	233 S. Wacker Dr. Suite 600

Chicago

IL                        USA

60606	 	Master Customer Number (MCN): 319100

Plan ID Number	 	o AT&T SDN OneNet®

o AT&T VTNS®

o AT&T ABN®

o AT&T UniPlan®





        This
Service Order Attachment for the AT&T Teleconference Web Meeting Services ("Service") consists of a Terms and Conditions Section and a Pricing Schedule, which together constitute an
Attachment to the Master Agreement dated between You and AT&T ("Agreement") and is an integral part of that Agreement. In the event of conflict among the documents, the order of priority shall be this
Attachment, then the Master Agreement General Terms and Conditions. 



        This
Attachment is effective when signed by both You and AT&T (the "Effective Date'). 





CUSTOMER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS

SERVICE ORDER ATTACHMENT AND AGREES TO BE BOUND BY THEM.
  






	CUSTOMER: Universal Access, Inc.	 	AT&T CORP.
	



	

 	
 	

 	

 
	By:	/s/  GEORGE A. KING      
 (Authorized Signature)	 	By:	/s/  PENNY L. KEENE      

	

 	

George A. King
 (Typed or Printed Name)	
 	

 	

Penny L. Keene
 (Typed or Printed Name)
	

 	
Chief Development Officer
 (Title)	
 	

 	
Teleconference Account Manager
 (Title)
	

 	

June 20, 2002
 (Date)	
 	

 	

7-1-02
 (Date)









 
 

Terms And Conditions    
  


Section 1.    Scope and Service Description  



        This service is a Data Conference Service ("AT&T WebMeeting Service") that must be established as a Service within the family of AT&T TeleConference Services.
AT&T WebMeeting Service can be used in conjunction with other AT&T TeleConference Services to enable Customers to present, collaborate, share files/applications and modify documents via the Internet.
Specific Web Meeting Services Feature Descriptions are as set forth in Section 2 herein. 


2.    Feature Description  


        The following primary features are currently available for this service, as may be modified from time to time: 



        (a)  Presentation Mode.    This is targeted at "one to many" applications, and facilitates one-way transmission of
documents such as spreadsheets and slide presentations. For example, Keynote addresses, shareholder meetings, press conferences, and virtual classrooms can all be conducted in a "broadcast" mode. 


        (b)  Collaboration Mode.    This is targeted at applications involving smaller groups where participants can share
applications, exchange information, and transfer files. 


        (c)  Application Sharing.    A user can share a program or application running on one computer with other
participants in the conference. Participants can review the same data or information, and see the actions of the host (for example, editing a customer contract or browsing a web site.) Participants
can share Windows- based applications transparently without any special knowledge of the application capabilities. The person sharing the application can choose to collaborate with other people in a
call, and they can take turns editing or controlling the application. Only the person sharing the program needs to have the given application, e.g., Microsoft PowerPoint©, Installed on
their computer. 


        (d)  Online Polling.    Polling allows the host to create a survey prior to a conference or on an ad hoc basis as
the meeting progresses. Results can be tabulated immediately and if desired, shared with the entire audience. 


        (e)  File Transfer.    With this capability, a user can send a file in the background to one or all of the people on
the current call. A file can be sent to individual participants or to the group as a whole. Each person can then accept or decline receipt. The file transfer occurs in the background as everyone
continues sharing an application, using the whiteboard or chatting. 



        (f)    Whiteboard.    The whiteboard program is a multi-page, multi- user drawing application that enables users to
sketch diagrams, organization charts, or display other graphic information with people on a call. A remote pointer or highlighting tool can be utilized to point out specific contents or sections of
shared pages. This capability extends the application sharing feature by supporting ad hoc collaboration on a common drawing surface. 


        (g)  Chat.    Participants can type and transmit text messages to share common ideas or topics with other people, or
record meeting notes and action items as part of a collaborative process. Chat and its aspects are Host controlled options. There are three types: Chat to All, Private Chat to any other meeting
attendee, and Chat only to Host. 




        AT&T
reserves the right to modify features from time to time. Consult your AT&T Sales Representative for updates on feature modifications and enhancements. 


3.    Charges  


        AT&T reserves the right to modify charges for AT&T Web Meeting Service. Should AT&T elect to modify rates, AT&T and Customer will attempt to negotiate a revised
Web Meeting Service Order Attachment, which reflects the new Web Meeting Service rate, based on mutual agreement. Notwithstanding, anything contained herein to the contrary if Customer and AT&T are
unable to reach 







agreement on a modified rate for Web Meeting Services, AT&T will have no further obligation to provide service at the rates contained in this Attachment. 


        Charges
for AT&T Web Meeting Service are in addition to applicable charges for other AT&T TeleConference Service, which can be used in conjunction with Web Meeting Service. If
teleconference charges retire an AT&T minimum annual revenue commitment, then AT&T WebMeeting Service usage charges will contribute toward retirement of a minimum revenue commitment in any
TeleConference
specific Term Plan, TeleConference Service Order Attachment, in an AT&T Service Order Attachment, or other agreements. 


        There
are two, billing options available; details are as set forth in Section 6 herein. 


4.    Term  



        There is no term associated with this attachment. 


5.    Payment  


        Charges are billed and payable in U.S. Dollars. 


6.    Web Meeting Service Rates and Charges  


        There are two WebMeeting Service billing options: Cost Per Minute or Seat License billing. A checked box below indicates the agreed option: 


Schedule I

    ý Cost Per Minute  


        Web Meeting usage charges are $.33 cents per minute multiplied by the number of ports used in a WebMeetlng conference to determine the total usage minutes. Total
usage minutes are calculated for each WebMeeting conference. Charges for AT&T Web Meeting Service are in addition to applicable charges for AT&T TeleConference Service, which can be used in
conjunction with Web Meeting Service. 


        If
CUSTOMER utilizes the Multliocation Billing option from AT&T TeleConference Services, all locations are affected by this WebMeeting billing option. WebMeeting Cost Per Minute charges
can appear at applicable specific locatIon(s). 


        A
No Show fee will apply if zero ports are used after 30 minutes from the reserved start time of a WebMeeting. The fee is calculated by multiplying the cost per minute rate by the amount
of ports by 30 minutes. 


Schedule II

    o Seat License  


        Web Meeting usage charges are based on a calendar month subscription to Seat Licenses. Seat Licenses equate to concurrent CUSTOMER ports in use at any time and
provide unlimited usage to less than or equal to the total amount of Seat Licenses subscribed to for all concurrent WebMeeting conferences. Seats are available to all CUSTOMER users. The Web Meeting
charges are $         per Seat. CUSTOMER must subscribe to a minimum of             Seats. Initially, CUSTOMER will subscribe
to            Seats. CUSTOMER's monthly Seat
License rate equates to the amount of subscribed Seats multiplied by the amount per Seat. 


        If
concurrent CUSTOMER users exceed the amount of Seat Licenses, $1.00 per minute for each port in excess of the current amount of Seats subscribed to for the duration each
excessive port is used until total users equate to or are less than the amount of seats subscribed to. 


        CUSTOMER
changes to the amount of subscribed Seats must be provided with 15 days written notice to your AT&T TeleConference Account Executive. While the amount of Seats subscribed to can
increase or decrease, CUSTOMER cannot subscribe to less than the minimum number of Seats. 



        If
CUSTOMER utilizes Multilocation Billing option from AT&T TeleConference Services, all locations are affected by this WebMeeting billing option. All locations can use WebMeeting Seat
Licenses and all locations will contribute to the amount of concurrent users but all WebMeeting charges and credits are billed to the Headquarters location. 







 
 

AT&T TELECONFERENCE SERVICES PRICING PLAN
  Attachment to AT&T Term Plan    
  


AT&T TeleConference Service Description  


        The AT&T TeleConference Service is comprised of several elements. The primary elements include The AT&T Corporate Plan and Executive Offerings. Other elements may
be selected and attached as a separate service order attachments. These other elements may include: Web Meeting, Global Offer, and Conference Casting. Usage from these elements will count toward the
overall commitment. 


        For
detailed information on 'availability, please refer to the AT&T Business Service Guide at http://www.att.com/serviceguide /business. 


RATES: Corporate Plan & Executive Offerings  


        All Rates are per minute per person/connection unless otherwise specified. Rates for Operator Dialed & Toll Free Dial-In include bridge + transport. Rates
for Caller Paid Dial-In include the bridge charges only. Participants pay own transport. 



 Corporate Plan Service  



	

	Call Option
 
	 	Bridge
 
	 	Transport
 
	 	Total
 

	

	Operator Dialed	 	$	0.200	 	$	0.060	 	$	0.260
	

	Operator Assisted Toll Free Dial-In	 	$	0.130	 	$	0.060	 	$	0.190
	

	Automated Toll Free Dial-In	 	$	0.100	 	$	.0600	 	$	0.160
	

	Reservationless Toll Free Dial-In	 	$	0.100	 	$	0.600	 	$	0.160
	

	Operator Assisted Caller Paid Dial-In	 	$	0.130	 	$	.*	 	$	0.130
	

	Automated Caller Paid Dial-In	 	$	0.100	 	$	.*	 	$	0.l00
	

	Reservationless Caller Paid Dial-In	 	$	0.100	 	$	.*	 	$	0.100
	






	*
	Transport:    Participants
are billed by their long distance carrier on long distance bill. 



        International.    Includes
Bridge Charge plus International transport 


        Canada:    $0.65/minute/connection
weekdays;

$0.48/minute/connection weekends**. 



        Other
International:    Charges to the U. S. from the international calling location apply and will be billed by the participant's carrier. 


Call Cancellation/No-Show Charges  



	•
	Operator Dialed—No charges apply.



	•
	Dial-In—Up to a maximum of 30 minutes of reserved bridge port usage/connection is applied if the
TeleConference is not canceled at least 15 minutes prior to scheduled start time. 





	**
	Weekend
rates apply from Friday at 7pm through Sunday 5pm.



	(1)
	Applies to bridge, transport, prenotification and Executive Offerings usage charges.


 
	(2)
	 Discounts apply to bridge, domestic transport, and prenotificatlon charges.  




Executive Offerings  


        AT&T TeleConference Service provides three (3) levels of service - Executive, Premier, and Event. 



	•
	Executive
Offer—full service & full featured. 









	•
	Premier
Offer—dial-in service only with up to two (2) features from list of billable features.



	•
	Event
Offer—Dial-In calls only with no features. 







	

	Call Option
 
	 	Executive
 
	 	Premier
 
	 	Event
 

	

	Operator Dialed	 	$	0.550	 	$	0.550	 	$	0.550
	

	Operator Assisted Toll Free Dial-In*	 	$	0.550	 	$	0.550	 	$	0.550
	

	Automated Toll Free Dial-In	 	$	0.450	 	$	0.350	 	$	0.350
	

	Operator Assisted Caller Paid Dial-In *	 	$	0.400	 	$	0.300	 	$	0.300
	

	Automated Caller Paid Dial-In*	 	$	0.300	 	$	0.300	 	$	0.300
	







	•
	Operator
Assisted Calls available for up to 1400 Teleconference connections.



	•
	Bridge &
Transport Rates are combined into a single component for Operator Dialed. and Operator Assisted Toll Free.



	•
	*Transport
for Caller Paid Dial-In Calls Participants are billed by their long distance carrier on long distance bill. 




International  


        Operator-Dialed:    $0.450 (Bridge Rate Only) plus applicable AT&T Business International Long Distance rates. 


        Canada: $0.65/minute/connection
weekdays; $0.48/minute/connection weekends**. 


        Other
International: Charges to the U. S. from the international calling location apply and will be billed by the participant's carrier. 



Call Cancellation/No-Show Charges  


        Executive Offerings—$5.00/unused reserved Dial-In connection unless: 24-hour advance cancellation notice for calls with
less than 1,000 connections; 48-hour advance cancellation notice for calls with 1,000 or more connections. A minimum charge of $3,375.00 per TeleConference applies only to teleconferences of
1,000 reserved connection or more if not canceled 48-hours or more before the call start time. 


OPTIONAL FEATURE CHARGES FOR CORPORATE AND EXECUTIVE OFFERINGS  



Optional Features—  


        For detailed information on feature availability, please refer to the AT&T Business Service Guide at http://www.att.com/serviceguide/business. 



Recording—$20.00/60 minutes, plus charges associated for one additional connection. Additional connection charges do not apply to Executive
Offerings.

Copies - $10.00/copy. 


Transcription of Recorded TeleConference—$50.00/transcription increment. Approximately 15 minutes of recorded conversation translates
to one transcription increment.

    24-Hour Turnaround - $50.00.










EXECUTIVE & PREMIER BILLABLE FEATURES  



	

	Features
 
	 	Executive
 
	 	Premier
 

	

	Communications Line	 	Included	 	$1.50 ***
	

	Participant Screening	 	Included	 	$1.50***
	

	Participant List	 	Included	 	$1.50 ***
	

	Moderator Led Q & A	 	Included	 	$1.50 ***
	

	Voting & Polling	 	Included	 	$1.50 ***
	

	Sub-conferencing	 	Included	 	$1.50 ***
	

	Other Options	 	 	 	 
	

	Tape Recording $20.per hour	 	Available	 	Available
	

	Digitized Replay

$.40lminute for TF; $.35 minute for Caller Paid	 	Available	 	Available
	

	Transcription: $50 per transcription increment	 	Available	 	Available
	

	Translation—Languages $3.50 per minute; plus one additional connection.	 	Available	 	Available
	

	Fax Service $1.00 page/participant	 	Available	 	Available
	

	Pre-Notification	 	$3.50 Per Person notified	 	Not Available
	

	Participant Registration (RSVP)	 	$2 per reserved participant	 	$2 per reserved Participant
	

	Participant-Paid Pre-Registration (Enhanced RSVP)	 	$4 per reserved Participant	 	$4 per reserved participant
	

	Conference Casting

Small Audio - $500

Large Audio - $1000

Replay/Archive - $250	 	Available	 	Available
	





	***
	Premier
Charges are per person 



TERM PLAN TERMS AND CONDITIONS  



	•
	Rates
for Call Options are stabilized for the Term of the Agreement.



	•
	Regardless
of any stabilization of rates that may appear in this Attachment for the Services Provided, AT&T reserves the right to increase charges as a
result of expenses incurred by AT&T relating to regulatory assessments stemming from an order, rule or regulation of the Federal Communications Commission or other regulatory authority or court
having competent jurisdiction (including but not limited to payphone, PICC and USF related charges). 




Discontinuance Without Liability  


        This plan may be discontinued prior to the expiration of the specified term without liability under the following conditions: 



	•
	New
Plan:    "Customer" orders a new plan from AT&T with a revenue commitment and term equal to, or exceeding, the original commitment.
Discontinuance of the former plan and subscription to the new plan must be done concurrently. Subscription to the New Plan will supersede the existing agreement at any time during the life of the
current agreement. Entering into a new agreement with an equal to or higher revenue commitment does not imply that a customer has exercised the First Year Termination Without Liability clause. A new
plan may include; but is not limited to: a new standalone agreement for AT&T TeleConference Services, or inclusion inside an AT&T Network Agreement. 









	•
	First
Year Termination Without Liability:    "Customer" may, at any time during the first year, discontinue this plan without liability, provided
the "Customer": (1) has not discontinued another AT&T TeleConference Term Plan, or AT&T TeleConference Service with a revenue, volume and term commitment without liability in conjunction with
its order of this term plan; and (2) notified AT&T in writing at least 30 days prior to the anniversary of the term plan of its intent to discontinue the term plan. 




Discontinuance With Liability  


        A "Customer" who has ordered a plan, but discontinues service before the expiration of the term plan, is subject to the appropriate shortfall penalty for the
current year and any remaining years in the term plan upon discontinuance of the term plan. If the "Customer" has exercised the First Year Termination Without Liability Clause listed above, then this
clause would not apply. 


Expiration of the Term  


        The Customer's obligation to AT&T automatically expires when the term plan ends. Unless the Customer notifies AT&T at least 90 days prior to the expiration of the
term, service thereafter will be provided at the Volume Discounts Plan III rates as specified in AT&T Business Service Guide (formerly Tariff FCC No. 1). 


Shortfall Penalty  


        If the "Customer" does not meet the Annual Revenue Commitment in any one year, the "Customer" will be billed the difference between the minimum annual revenue
commitment and the actual billed usage. In the event the customer has exercised the 'Discontinuance Clause With Out Liability during the first year", the shortfall penalty would not apply to the
current or remaining years. If the customer exercised the "New Plan" agreement, the new plan would supersede the previous agreement, and no shortfall penalty would apply for the previous agreement.
However, the terms and conditions do begin again with the new agreement and short fail penalties could apply as stated above. 











QuickLinks



Exhibit 10.15.1



AT&T Term Plan - Service Order Attachment


AT&T Teleconference Web Meeting Services Service Order Attachment


Terms And Conditions


AT&T TELECONFERENCE SERVICES PRICING PLAN Attachment to AT&T Term Plan